Annual Report • Apr 20, 2016
Annual Report
Open in ViewerOpens in native device viewer
The Co-Development Company
We develop and provide value-adding vegetable oil solutions in close collaboration with our customers, enabling them to achieve long-lasting business results.
We do so through our in-depth expertise in oils & fats within food applications, working with a wide range of raw materials and broad process capabilities.
Through our unique co-development approach we bring together our customers' skills and know-how with our capabilities and mindset. By doing so, we solve customer specific needs across many industries – Bakery, Chocolate & Confectionery, Dairy, Foodservice, Infant Nutrition, Personal Care, and more.
AAK's proven expertise is based on more than 140 years of experience within oils & fats. With our headquarters in Malmö, Sweden, 19 production facilities and customization plants, and sales offices in more than 25 countries, our more than 2,700 employees are dedicated to providing innovative value-adding solutions to our customers.
So no matter where you are in the world, we are ready to help you achieve long-lasting results.
We are AAK – The Co-Development Company.
Our largest business area primarily offers solutions to the Bakery, Dairy, Infant Nutrition and Foodservice industries.
Our second largest business area offers functional cocoa butter alternatives for chocolate, compounds for coating and moulding, and speciality fats for confectionery fillings.
Our Technical Products & Feed business area offers fatty acids and glycerine for various applications and proteins and fats for animal feed.
| Operational key figures (SEK million unless otherwise stated) |
2011 | 2012 | 2013 | 2014 | 2015 |
|---|---|---|---|---|---|
| Net sales | 16,695 | 16,911 | 16,537 | 17,814 | 20,114 |
| Adjusted operating profit (EBIT)* | 918 | 1,003 | 1,127 | 1,242 | 1,411 |
| Operating profit | 914 | 975 | 1,117 | 1,262 | 1,409 |
| Operating profit per kilo, SEK | 0.64 | 0.66 | 0.69 | 0.74 | 0.77 |
| Cash flow from operating activities | 289 | 1,539 | 1,300 | 692 | 1,736 |
| Earnings per share, SEK | 14.72 | 15.66 | 17.87 | 21.15 | 22.17 |
| Equity per share, SEK | 86.72 | 95.32 | 105.76 | 138.51 | 156.77 |
| Dividend per share, SEK | 4.75 | 5.25 | 6.00 | 6.75 | 7.75** |
| Return on capital employed, % | 13.3 | 14.2 | 16.4 | 16.0 | 15.7 |
| Return on equity, % | 18.2 | 17.6 | 18.5 | 18.0 | 15.1 |
* Adjusted for non-recurring items and acquisition costs
** In accordance with the Board of Directors' proposal.
Definitions, see page 86 of the AAK Annual Report.
Operating profit, including non-recurring items and acquisition costs, reached SEK 1,409 million (1,262), an improvement of 12 percent.
The largest business area, Food Ingredients, reported an operating profit at SEK 903 million (803), an improvement of 12 percent. Operating profit per kilo was unchanged and amounted to SEK 0.72 (0.72).
In September, we acquired 51 percent of the shares of Kamani Oil Industries Pvt Ltd., one of the leading speciality and semi-speciality oils and fats companies in India. In 2014, the company had revenues of approximately SEK 1,000 million, with an annual volume of 100,000 MT. The acquisition is an integral part of our company program AAKtion and it will strengthen AAK's presence in another fast-growing economy.
During the fall we entered a management agreement with the trustee in the bankruptcy of TLC and Belovo – both part of the BNLfood Group – to restart the operations of TLC, an ingredient supplier to the global nutrition market, located in Bastogne, Belgium. TLC specializes in extracting phospholipids from egg yolk. By blending these phospholipids with our Akonino® solution, we will be able to extend our product range within the infant nutrition market and the nutrition markets in general, with new advanced customer co-developed products.
| Comments by Melker Schörling, Chairman of the Board 2 | |
|---|---|
| Comments by Arne Frank, CEO 4 | |
| AAK's vision 6 | |
| AAKtion 7 | |
| The business model – global provider of value-adding solutions 8 | |
| Business Area Food Ingredients 12 | |
| Business Area Chocolate & Confectionery Fats 14 | |
| Business Area Technical Products & Feed 18 | |
| Regional markets 20 | |
| Risks 22 | |
| Employees 24 | |
| Responsible growth 26 | |
| Board of Directors 28 | |
| Executive Committee 30 | |
| AAK Glossary 32 |
| Directors' Report 35 | |
|---|---|
| Consolidated Income Statement 39 | |
| Consolidated Statement of Comprehensive Income 39 | |
| Consolidated Balance Sheet 40 | |
| Consolidated Changes in Shareholders' Equity 42 | |
| Consolidated Cash Flow Statement 43 | |
| Income Statement – Parent Company 44 | |
| Statement of Comprehensive Income – Parent Company 44 | |
| Balance Sheet – Parent Company 45 | |
| Changes in Shareholders' Equity – Parent Company 46 | |
| Cash Flow Statement – Parent Company 47 | |
| Notes 48 | |
| Corporate Governance Report 77 | |
| Auditor's report 83 | |
| The AAK share 84 | |
| Definitions 86 | |
| Financial Calendar, Annual General Meeting 87 |
Another exciting year as Chairman of the Board of AAK has come to an end and it is a great pleasure for me to announce that the company continues to develop and experience growth. We have seen some very important achievements over the past year and AAK continues to demonstrate its strengths and customer benefits within the world of speciality vegetable oils.
During the year the company has, in close cooperation with its customers, continued to develop innovative vegetable oil solutions that meet specific customer needs. Such speciality and semi-speciality products offer the sum of AAK's extensive knowledge and expertise which has been accumulated during the company's long history.
The future continues to look bright for AAK and the progress made over the past twelve months confirms that the strategic direction the company has established really is the right way forward.
It has also been a great pleasure to see that AAK continues to invest in fast-growing markets, one of the company's most important growth strategies and a central part of "AAKtion", the company program for 2014–2016.
In addition to the construction of two speciality and semispeciality factories in the fast-growing markets of Brazil and China, AAK has during the year also increased its presence in India and Japan with strategic acquisitions and partnerships. With these new platforms in two other very attractive markets, AAK will further strengthen its position as a global market leader within speciality vegetable oil solutions.
We are aware that customers today increasingly expect more than reliable deliveries of products with customized functionalities and technical qualities. Ethical and sustainable considerations have become equally important in today's marketplace. Therefore, it is encouraging to see that AAK continues to make great progress within corporate social responsibility. The company has during the year seen some impressive developments within its important palm oil commitments, resource efficiency and workplace safety, to name a few areas.
Melker Schörling AB holds 33 percent of the shares in AAK, and this very much reflect our engagement, commitment and belief in the long-term prospects of the company.
When I look upon the prospects for AAK's continuing growth and development, I do so with a strong sense of pride and optimism. With large investments, and even more importantly, lots of hard work and dedicated efforts from a highly professional organization, AAK has over a few years developed into a truly international and innovative market leader in its industry.
On behalf of my colleagues on the Board of Directors, I would like to thank AAK's dedicated and very competent management team and its hard-working employees around the world for their tremendous contributions during the past year. You have made AAK stronger than ever and very well positioned for the upcoming years.
Melker Schörling, Chairman of the Board
2015 has certainly been an eventful year for AAK. Strategic acquisitions and partnerships, large greenfield factory construction projects and new, game-changing and awardwinning innovations have been some of the highlights of the year. Moreover, the positive trend from 2014 has continued and 2015 showed an all-time high operating profit. More importantly, with this foundation and more, future outlooks are good too.
The growth in operating profit is to a large extent a result of the continuing very strong improvements within Chocolate & Confectionery Fats.
Food Ingredients has also had a good year, but with more modest improvements. Bakery has recovered after a challenging 2014 and is again showing organic growth. Infant Nutrition has shown strong development due to good organic growth in our Akonino® business, and our Dairy segment has during the second half of the year continued to show impressive growth despite very low milk fat prices.
In September, we announced that we had acquired 51 percent of the shares of Kamani Oil Industries Pvt Ltd., one of India's leading speciality and semi-speciality oils and fats companies. India, with its growing middle class, a rapid urbanization and a rising per capita income, is a very interesting growth market for AAK and the acquisition will reinforce our speciality oils and fats strategy and offer a strong foothold in another fast-growing economy.
The following month, we announced that we had established a partnership with very well reputable Miyoshi Oils & Fats Co. by forming a new company together for the Japanese market, AAK Miyoshi JP, of which we will own 70 percent.
With global customers and regional leaders, both India and Japan are very important and attractive markets to be present in. Through these partnerships we will further strengthen our presence in the strategically important Asian market.
In addition to these very interesting acquisitions and partnerships, both of our new factories, in Jundiaí, Brazil and Zhangjiagang, China, will be up and running during 2016.
With these expansions into China, India, Brazil and Japan we will even better be able to fully follow and support our global customers across world markets which will mean a great advantage for us.
In November, we took over the activities of Belgian nutritional ingredient supplier TLC. TLC has been a customer of AAK for many years and is specialized in extracting phospholipids from egg yolk. These phospholipids offer additional benefits when included in nutrition formulas and reinforce functions of the brain, the eyes and the immune system at all life stages. By blending these phospholipids with Akonino® we will be able to extend our product range within the infant nutrition market and the nutrition markets in general, with new advanced customer co-developed products.
During the year we have launched some very interesting and groundbreaking innovations, among them our chocolate solution TROPICAO™ which has been developed for hot climate markets such as Latin America, Asia and the Middle East. Chocolate with TROPICAO™ will maintain a non-bloom appearance as well as its sensory attributes when exposed to higher temperatures. This solution could be the largest value-adding novelty in our industry since many years and early feedback from customers has been very strong. In December, TROPICAO™ received an award for "Best confectionery innovation" at Food ingredients Europe, a global meeting place for all stakeholders in the food ingredients industry.
We have also launched the bakery solution Akopastry HP, which has been developed for industrial puff pastry manufacturers. Akopastry HP, which shows significant cost efficiency as well as an improved nutritional profile, was also honored at Food ingredients Europe and awarded "Best bakery innovation".
These awards are great recognitions of our innovation capabilities as well as of the teams behind the innovations.
We continue to make good progress within our sustainability activities.
We have seen important developments within our palm oil commitments, specifically on the implementation of our palm oil policy including traceability to mills. By the end of 2014, AAK had achieved 100 percent traceability to mill for all palm oil sourced at origin and 97 percent overall for palm oil, palm kernel oil and their derivatives. In parallel, qualitative risk assessments against AAK palm oil requirements had been completed for all identified supplier mills.
Further, our work with local women's groups sourcing shea kernels in West Africa continues to show great progress. During the season 2014/2015, AAK has locally in Burkina Faso been reaching out to 55,000 women, a 49 percent increase compared to the season before.
Great improvements have also been made for a number of key resource efficiency parameters, which is particularly impressive given that our main focus today is on specialized and tailor-made products that, in general, require more resources per produced unit.
We're also very pleased to see that our dedicated focus on safety has paid off globally with a 58 percent reduction in Lost Time Injury Rate at our production plants.
We are, of course, very proud of the progress across all of our key sustainability areas. Responsible growth is one of the cornerstones of our strategy and essential to our aspiration to be our customers' first choice.
With this foundation we will continue to work hard in order to create even better conditions and opportunities for all of our stakeholders – customers, shareholders, employees and suppliers. One of our top priorities is to further improve our organic growth in speciality and semi-speciality products through our dedicated work with customer co-development.
With a very strong belief in our business strategies, our now very international organization and our market capabilities, we are certain that our value propositions for health and reduced costs and our customer co-development and solutions approach are in demand.
With all of the above, we continue to remain prudently optimistic about the future. We have seen some very good achievements during 2015 and our clear intention is to bring that momentum into 2016 and the years ahead.
We would like to thank all of our customers, shareholders, our Board and business leaders and their teams for all your support.
Arne Frank, CEO
Our vision consists of three important parts:
Our company program AAKtion has now been running for two of its three years. 2015 has been an exciting year and we have seen that several of the initiatives launched during 2014 have developed and positively contributed during the year.
The AAKtion program is based on four strategic cornerstones:
The key focus for AAKtion is to enable AAK to continue to deliver strong organic growth. This is achieved by focusing on three priority areas – Sales, Innovation and Execution.
Within this area the key is to create more customer value through an improved go-to-market-approach and a better utilization of our strong customer innovation resources. This is achieved by:
Our strengthened and more coordinated approach has been well received and has led to a closer cooperation and closer relations to our customers.
Within innovation our focus is to broaden our customer offering by adding other ingredients to our oils and fats products; and by developing attractive service solutions. We see an increasing interest in the market for these kinds of solutions. Several interesting concepts, which increase product quality, functionality and/or cost efficiency, have been developed in close cooperation with customers.
This priority area also includes a strong focus on our longterm R&D portfolio. During 2015 this has proved its worth by two very strong launches:
In December 2015, both solutions were awarded at Food ingredients Europe, the global meeting place for all stakeholders in the food ingredients industry.
Within the execution area the key focus is to stay competitive. This includes a continuous strong focus on food safety, quality, service, productivity and responsible sourcing of raw materials.
AAKtion also fulfils several other important purposes. First of all to live up to our vision, to be the first choice for value-adding vegetable oil solutions. Secondly, to reach our management ambition to double our operating profit (EBIT), and thirdly to build a stronger AAK for the short-, mid- and long-term.
AAKtion is being executed according to plan, and we are looking forward to the continuous execution of the program in order to create even more value for our customers.
AAK's core business is to provide value-adding solutions, based on speciality vegetable oils and fats, to the food, confectionery and cosmetics industries with the purpose to achieve lasting business value together with our customers. Sourcing renewable raw materials from around the globe, we manufacture our broad product portfolio at 19 production facilities and customization plants around the world.
To be able to provide value-adding solutions to our customers we apply our unique co-development approach. This approach is based on long-term partnerships and strong relationships with our customers. This in combination with a great interest in our customers' businesses, enable us to work with our customers from idea to launch – from joint ideation, to close cooperation on development and strong support on implementation of the solution. The foundation for the co-development work is our world-leading capabilities:
These capabilities make it possible for us to customize solutions that fit our customers' specific needs, all with the purpose to achieve lasting business results. Last but not least, we have dedicated people across the globe working in close cooperation with our customers to provide value-adding vegetable oil solutions.
Our products are of both nutritional and functional value, outstanding in their structure, melting and crystallization behaviour, rheological properties, flavor release and skin penetration.
Our strong focus on customization and our multi-oil and multi-process approach enable us to respond to specific customer needs like improved health profile, taste, processing, logistics, labelling and legal requirements. In each case, our technical and commercial experts identify the optimum solution to a specific need.
We obtain our raw materials from rapeseed, palm, soya, shea, sunflower, olives and many other sources. Drawing on our extensive knowledge, and more than a century of experience, we exploit the properties of vegetable oils to add value to customers within our target industries.
We source raw materials from all over the world:
Northern and Central Europe
Eastern Europe and Mexico
Palm oil
Asia and Latin America
West Africa
Palm kernel oil
Asia
America and Eastern and Southern Europe
Southern Europe
Malaysia and the Philippines
U.S. and South America
As our customers strive to respond to the fast-changing demands of their markets, it has become increasingly necessary for us to meet their needs by developing customized, highly functional products.
Many customer demands are inspired by the health trends. Our expertise has enabled us to maintain high functionality while reducing the majority of industrially produced trans fats, believed to increase the risk of cardiovascular disease.
Cost efficiency is another important trend in our customer demands, either through reduced cost of raw materials or of processing costs. This is driven by a highly competitive market and retailers continuing to challenge the food manufacturers. One of our recent launches – a new concept for puff pastry production – is a great example of a solution which addresses both health and cost efficiency.
Responsible growth is a key objective of our AAKtion program and essential to our vision of being the first choice for value-adding vegetable oil solutions. For us, responsible growth is about our responsibility towards all of our key stakeholders – the local communities where we operate, our global customers, employees, investors and suppliers. The foundation of our model for responsible growth is the ten principles of the UN Global Compact and our policies and codes. Driving progress, we work with five focus areas: Marketplace, Supply chain, Environment, Workplace and Community, where we continuously set and deliver on ambitious objectives and benchmarks for our performance, internally and externally.
The interaction with customers is based on sound business ethics and a deep understanding of our responsibility for safeguarding customer brands. As a supplier of ingredients for some of the world's best-known brands, we recognize our role and our customers' expectations and see these as key elements in the execution of our AAKtion program.
Fat is essential to life. The many types are divided into four main groups:
Fat is part of all the cells in the body. Our bodies need fat to produce hormones and other important substances.
In the area of Food Ingredients, 2015 was a successful year for AAK with strong growth and a record-high operating profit. Our market-responsiveness, health-oriented solutions and co-development strategy demonstrated our ability to meet customer needs and demands.
Innovative solutions, continued customer co-development and consistency in quality, even when supplying on a global scale, have further strengthened our position as the first choice for vegetable oil solutions. Particularly our fast responsiveness to the changes in the food industry has enhanced our customer relationships and competitive edge. Market changes, new legislation and a continuously increasing knowledge on health characteristics of oils and fats, are the drivers for creating renewed value-adding solutions for our customers. Our continued implementation of such changes in co-development with our customers is the most important means for us to generate continuous growth.
| (SEK million) | 2011 | 2012 | 2013 | 2014 | 2015 |
|---|---|---|---|---|---|
| Volumes, thousand tonnes | 831 | 937 | 1,049 | 1,117 | 1,258 |
| Net sales | 10,076 | 10,729 | 10,798 | 11,509 | 13,556 |
| Operating profit | 518 | 703 | 771 | 803 | 903 |
| Operating profit per kilo, SEK | 0.62 | 0.75 | 0.73 | 0.72 | 0.72 |
The trend towards healthy food continues to dominate developments in the food processing industry.
The physical characteristics of liquid oils and the composition of certain soft oils like rapeseed oil, which is both high in omega-3 and has the lowest saturated fatty acid content of any oil, are excellent for creating healthier oil solutions with great functionalities.
The increased demand for customized solutions in all segments results in further demand for AAK's know-how within the field of new vegetable oil solutions. The demand for creating a better balance between saturated and unsaturated fats continues to drive the development of products with more added value.
Consumers demand high and consistent quality products and healthier food products. Together with our customers we drive the development of healthier alternatives for the consumer market. Our ability to select the right components from a vast range of vegetable oils and fats means that we are able to create efficient solutions that satisfy most new demands through customer co-development.
Infant Nutrition continues to show strong growth within our Food Ingredients area. High demand for customized blends of speciality oils and fats for premature and first-stage formulas has again enabled us to extend our share of this growing market segment dramatically. Sales of both Akonino®, base and special blends, and InFat®, a structured lipid component for infant formulas which is sold through Advanced Lipids AB, a joint venture of AAK and Enzymotec, have increased in importance.
New demands out of the medical food sector as well as the request for specialized ingredients for food for elderly people, have broadened our market coverage. We are well on our way to become a dominant player for these specialized products in these sectors as well. Our proven track record of being a trustworthy, reliable supplier and partner in the field of infant nutrition, has enabled us to grow further in a strong and competitive way in the entire segment.
We operate in a fiercely competitive market alongside several major competitors, some of which are more active in bulk commodity oil supply, while others also operate in the speciality segments.
In segments that require specialized capabilities and knowledge, however, we benefit greatly from our cutting-edge position within product development
and technical know-how. This is particularly true regarding dairy fat alternatives, oils and fats for the bakery industry, in the area of foodservice and for high-quality, speciality oils and fats for infant nutrition. Our AAKtion program is further strengthening our focus on customer innovation, sales leadership and new market development activities.
We offer customized solutions in nearly all categories. Working in co-development with our customers has led us to go beyond the traditional and the speciality supply of oils and fats, creating additional added value in the production processes in which oils and fats play a major role.
The extension of our product portfolios for the bakery, dairy and foodservice industries, and in the field of infant nutrition, has strengthened our unmatched performance in all of these segments. By providing solutions with specific healthy oils and fats blends, and not compromising on the physical characteristics, we have gained an excellent platform for improving the health profile of nearly all customer products.
New additions, such as non-trans and better balanced oils and fats on their saturated and non-saturated levels, have supported our business and customers significantly. These are all clear examples of how new product development and innovation in close collaboration with customers can create clear value-adding solutions.
Strong customer co-development, new innovative solutions, and a continued expansion of our geographical footprint is what defines the past year. 2015 was also the second year with our company program AAKtion, a program with three defined priority areas – Sales, Innovation and Execution, which very well support our main priority, to improve organic growth within Chocolate & Confectionery Fats. Our vision is to be the world-leading supplier of value-adding speciality fat solutions to the leaders in the confectionery industry, and we focus on increasing our global presence as well as bringing breakthrough innovations to the market.
| (SEK million) | 2011 | 2012 | 2013 | 2014 | 2015 |
|---|---|---|---|---|---|
| Volumes, thousand tonnes | 320 | 309 | 300 | 314 | 312 |
| Net sales | 4,954 | 4,583 | 4,200 | 4,891 | 5,315 |
| Operating profit | 378 | 316 | 369 | 460 | 553 |
| Operating profit per kilo, SEK | 1.18 | 1.02 | 1.23 | 1.46 | 1.77 |
Chocolate & Confectionery Fats supplies speciality vegetable fats used as cocoa butter replacement and improvement in chocolate products and fillings. Based on the market and customer needs, we offer a wide product portfolio. Many of our new product launches are developed and customized in close cooperation with our customers. Our solutions for the confectionery industry cover a wide range of product applications, including chocolate fats and compound fats for coating and moulding, filling fats, barrier fats and spreads.
In 2015, we launched TROPICAO™, a breakthrough innovation that makes it possible for chocolate manufacturers to produce bloom-stable chocolate and still maintain the chocolate's sensorial properties even under very warm conditions. In December, TROPICAO™ was awarded "Best confectionery innovation" at Food ingredients Europe.
Recognizing the regional variations in the functionalities our customers seek, we strive to adapt our solutions to create the greatest possible benefit for the customers' businesses and to the end-users' chocolate experiences. The typical functionalities we offer influence the taste, appearance and texture of the final confectionery product.
Consistent with AAK's strong market focus, we deliver innovative solutions that reflect market trends and anticipate customer requirements. Our wide product range is the result of targeted development work carried out in our Customer Innovation centers, where we work with customers and suppliers. AAK offers technical service to our customers to optimize the use of solutions in their factories. We often organize academies for customers to inspire them about newly developed applications and concept proposals for use in their products.
Our innovative projects to develop healthier versions of our products have proven to be successful. We are able to offer products that both comply with high food safety standards and that are free of trans fats and low in saturated fats. Today, most of our products are completely without trans fats.
We focus on maintaining and developing good and strong relations with existing customers, and on developing new contacts in emerging markets. This dual focus creates a well-balanced growth.
AAK is a strong, long-term business partner, working in close partnership with global and regional leaders within the confectionery industry. As we continue to expand our worldwide organization, we supply our customers from our production plants all over the world.
We also focus on major emerging chocolate markets where growth is driven by the rising income of a growing middle class, increasing urbanization and a higher
level of health awareness. Here, new innovations charac terize changes in the food industry, such as the increasing convergence of the chocolate confectionery and bakery segments and the snacking trend. This adds changes and complexity within product innovation and production, which fits very well with the AAK business model for customer codevelopment.
Our products and value-adding solutions offer the customers an opportunity to differentiate their confectionery products to make them preferred by consumers. We offer a customized product range under the following brands:
A typical chocolate filling contains 30 percent fat, which plays a key role in securing a good chocolate experience in terms of stability, melting properties, texture, flavor release and health profile. Additional benefits of our product range include improved mouthfeel and prolonged bloom stability for a longer shelf life. Efficient barrier fats allow the inclusion of, for example, nuts in a filling.
Every stage of our value chain requires specialist expertise – from purchasing of raw materials to marketing and sales. When purchasing raw materials, we maintain a high level of quality control to ensure food safety, but also a high focus on initiatives to ensure corporate social responsibility.
For decades, the shea kernel has been an important source of nutrition and income in the rural parts of West Africa. We have been involved ever since the first kernels were export ed in the 1950's and are today the biggest consumer of shea kernels outside Africa. Over the past few years, we have successfully shortened the supply chain to include only those participants that actually add value. One consequence of this is that we now also obtain direct supplies from thousands of rural women in Burkina Faso and Ghana.
AAK applies its technological know-how and technical expertise in the development of high-performance functional ingredients for the personal care industry. The vegetablederived ingredients, distinct from alternative, synthetic, animal oil- or mineral oil-based raw materials, are used in all kinds of cosmetics applications, including skin care, baby care, sun care, hair care, and make-up. Our range of products are highly appreciated for the moisturizing properties and sensory attributes they bring to the final formulations.
Our strong performance and continued growth in mature as well as in emerging markets clearly illustrates that AAK is a recognized and leading niche supplier to the global cosmetics industry.
The personal care industry is global. The ten largest companies continue to hold 50 percent of the global market, and typically increase their market shares each year, often through acquisitions of local or regional brands. Consequently, we sell our products all over the world.
A growing number of consumers make daily use of personal care products. Main drivers of this trend are the aging, but still appearance-oriented, working and active population; and the increasing buying power of people in emerging and developing markets.
Today, the industry has coupled its traditional focus on innovation and novelties with an increased emphasis on functionality, safety and sustainability – a trend that supports the use of natural, yet highly sophisticated and well-documented ingredients. At AAK, we therefore expect to see a continued interest in replacing synthetic or mineral-based ingredients with renewable vegetable-based oil solutions.
The AAK Personal Care products are made from natural, renewable raw materials. Shea butter, with its beneficial properties, is the most sought-after vegetable-based raw material in the cosmetics industry. Shea is widely recognized for its skin softening and moisture-retaining properties while its anti-inflammatory function contributes valuable skin-healing and protecting effects.
Other products are produced from mango, illipe, cocoa, rapeseed and more. Rapeseed grown in Sweden contains high levels of valuable bioactive lipids – excellent for sensitive skin products, sun care and baby care.
Reflecting market trends, our product range is under constant development. In close consultation with our customers, we are able to shape a well-considered response to meet the ever-changing needs of the industry, like lighter skin care formulations satisfying needs of consumers.
Our product innovation focuses on developing products combining specific basic functions, such as moisturizing or softening properties, with more advanced functions, such as protection against UV rays, pollution or other environmental contaminants, or for improved dispersion of pigments and UV filters.
At AAK, we enhance the power of nature, with the objective of creating high-performance, yet sustainable, attractive and safe ingredients that satisfy the needs and wants of our customers and the end-user – the consumer.
Our Technical Products & Feed business area offers fatty acids and glycerine for various applications and proteins and fats for animal feed. The business area, which is AAK's smallest, had a slightly challenging year. This was mainly due to a planned but more extensive maintenance stop than normal in the third quarter. However, the business area finished the year with a strong fourth quarter.
The business area Technical Products & Feed is an excellent example of the role that vegetable oils play with respect to the environment and health. Candles are one example – made from renewable fatty acids rather than paraffin, their carbon dioxide emissions are significantly lower. Within farming, dairy cattle can benefit from vegetable-based feed that has excellent nutritional properties. The market is primarily in Northern Europe.
| (SEK million) | 2011* | 2012* | 2013* | 2014* | 2015 |
|---|---|---|---|---|---|
| Volumes, thousand tonnes | 271 | 261 | 267 | 268 | 263 |
| Net sales | 1,549 | 1,496 | 1,439 | 1,324 | 1,243 |
| Operating profit | 92 | 81 | 85 | 89 | 88 |
| Operating profit per kilo, SEK | 0.34 | 0.31 | 0.32 | 0.33 | 0.33 |
*2011, 2012, 2013 and 2014 adjusted for Binol divestment.
Fatty acids and glycerine are produced by splitting the fat molecule and refining the outcome into high-purity products. Using by-products from speciality oils manufacturing and other sources of raw materials, AAK's Tefac business creates value-adding solutions for the customer.
Fatty acids are basic oleochemicals which are used as raw materials for production of a wide range of products such as detergents, surfactants, paper chemicals, lubricants and plastic and rubber additives. They are also used directly in tyre manufacturing and candle production. In candle making fatty acids provide a natural, sustainable alternative to paraffin. The AAK products may be found in eco-labelled candles made from 100 percent stearin.
The market for fatty acids is still undergoing a major consolidation process. AAK is the leading supplier to the Nordic market, where most of the products are sold. Other important markets are Germany, Poland and Russia.
Glycerine is used in a diversity of products, for instance cosmetics, concrete and anti-freeze applications. Over the last years the glycerine market has undergone a radical change due to the growth of the biodiesel industry, which also generates glycerine as a by-product. Vastly increased supply has caused prices to erode. However, low prices have resulted in new applications for glycerine.
AAK's feed business manufactures and markets vegetable oils & fats and protein for animal feed. Protein is sold under our ExPro® brand. The patented ExPro® process is used to modify the rapeseed protein structure in a way which makes it bypass the cows' rumen (first stomach). Bypassing the rumen increases the uptake of amino acids which leads to increased milk yield and protein content in the milk. The ExPro® process also kills off harmful bacteria that may be present in the protein meal.
AkoFeed® is our brand for vegetable oils & fats used for feeding of farm animals. Fats are mainly added to farm animal diets to increase energy concentration and growth, but can also be used to increase milk yield and fat content in the milk.
Products from AAK's feed business all aim to improve cost efficiency for farmers and for our customers in the compound feed industry.
Despite challenging market conditions in Russia, Ukraine and parts of Eastern Europe we were able to strengthen our market position during 2015 given that growth in Western Europe was double the market growth. UK commodities sales remained under pressure and were offset by the strengthening of our speciality and semi-speciality business.
We have completed the integration of the oils and fats business in Merksem which is now an integral part of the AAK grid. We are comfortable delivering on our promises made.
Chocolate & Confectionery Fats remains a strong engine of growth while we grew our Bakery business in line with the market and made further inroads into Dairy.
Delivering sustainable growth in what is considered a mature market requires the closest possible connection with our markets and opportunities. Being "in sync" with our customers is therefore mission critical. We are progressing on this journey and we are leveraging our internal capabilities, competencies and skilled resources.
Our knowledge is so much more than the products we sell. We possess an in-depth understanding of the applications, whether in Chocolate & Confectionery Fats, Dairy or Bakery. We understand production processes and can turn challenges into solutions that enable our customers to be
better at competing in the market. A great proof of our AAK winning formula and a huge accomplishment was winning two innovation awards (best confectionery innovation and best bakery innovation) at Food ingredients Europe in Paris, France in December 2015.
AAK's operations in Latin America have developed relatively well during the year and the company's strategic work has been successful.
AAK has relatively large market shares in Mexico, a market where customers now have begun to recover from the additional direct tax on industrially produced bakery, confectionery and other indulgence products which was introduced in 2014.
The operations in Colombia, which were acquired in 2014, has begun to establish itself in the local market and is now a recognized supplier to food manufacturers in the country.
Our greenfield investment in Jundiaí, Brazil is progressing according to plan and the plant will be inaugurated in the spring of 2016. The production facility, which will include a state-of-the-art Customer Innovation Center, will position AAK as a key supplier of speciality and semi-speciality oils in the strategically important Brazilian market.
Operations in Uruguay, which is particularly strong in Chocolate & Confectionery Fats, have developed nicely during 2015.
2015 has been a year of strong organic growth for AAK USA as we positioned ourselves as the co-development partner for food manufacturers in the Bakery, Dairy and Chocolate & Confectionery Fats segments. With the pending removal of partially hydrogenated vegetable oils ("PHVOs") in the USA, AAK is very well positioned to provide PHVO free solutions to our customers in the Bakery, Dairy and Chocolate & Confectionery Fats segments in the coming year.
In addition, we experienced strong growth in certain non-food segments. Personal Care continues to grow with numerous new product launches in skin care, hair care and sun care applications formulated using AAK's speciality shea based solutions. Candles produced with AAK's solutions have made a major impact with retailers, appealing to the "green" and sustainable nature of vegetable wax versus petroleum wax based solutions.
Finally, following significant investments in 2014, AAK has continued to strengthen its position in Foodservice via Oasis Foods where our dressings, sauces and mayonnaise products for restaurants have become standards of excellence in the Northeast and Mid-Atlantic states.
Despite difficult geopolitical conditions, primarily in Turkey and parts of the Middle East, 2015 has been a good year for the region.
During the year, the management for AAK's operations in Asia has relocated from Scandinavia to Singapore to further strengthen AAK's presence in the Asian market. AAK's office for sourcing and trading activities, which was already in place in Singapore, also contributed positively to the development of the company during 2015.
AAK Kamani, which was formed when we in September 2015 acquired 51 percent of the Indian company Kamani Oil Industries Pvt Ltd., has initially shown a positive development and the integration of the company is proceeding according to plan.
Our new company in Japan, AAK Miyoshi JP, which was formed together with Miyoshi Oils & Fats Co. in late 2015, will start up during 2016.
The construction of a new factory in Zhangjiagang, China is developing nicely and our customers very much look forward to the start-up of the plant, scheduled for the second half of 2016. Fully utilized the plant will increase AAK's total capacity by approximately 100,000 MT.
AAK's operations are constantly exposed to risks, threats and external factors with an impact on the company. Through a proactive approach to business intelligence, the company aims to anticipate changes in factors affecting operations. Plans and policies are adjusted continuously to counteract potential negative effects. Active risk management, such as hedging raw material prices and currencies, reduces the risks the company faces.
Harvests are weather-dependent. While a year of poor harvests drives up prices, a year of successful harvests reduces them. Most of our raw materials are traded on the international world market, where they are purchased in foreign currencies. This exposes us to significant currency and raw material price risks.
Our strategy of active risk management means that, as soon as a sales contract is signed, we hedge the equivalent currency and raw material price exposure. This safeguards margins against price risks on agreed sales contracts.
Since many raw materials are produced at a considerable distance from our production plants and markets, transport costs are an important factor. Particularly the potential impact on margins from the growing demand for environmentallyacceptable transport methods has to be taken into consideration. Competition in commodities is fierce.
AAK is part of the processing industry. Improvements in results are achieved through organic volume growth and by increasing sales of speciality products with higher margins relative to lower-margin bulk products.
Capacity expansion aimed at increasing total volumes in order to meet growing demand has a relatively long planning horizon. AAK must analyze potential growth in good time. In the meantime, it is possible to balance production among our plants to enable processing of specific products closer to their markets and accommodate swings in supply and demand. Key speciality products are produced at dedicated plants, where problems with machinery can have a major impact. During 2016, we will inaugurate our new production plants in Brazil and China.
Operating globally always carries risks, but it can also be a stabilizing factor. Although AAK largely operates in mature markets in the U.S. and Europe, much of company growth is generated in developing markets, which are vulnerable to political instability that can impact currencies and exchange rates. We also operate in Eastern Europe, the Middle East, Asia, Africa and South America, where instability may arise. As a well-established operator in these areas, we have extensive experience of handling such issues. In addition, we operate with a deliberate risk management strategy.
Global operations involve a number of other risks, including:
The sector in which AAK operates is undergoing structural change. As a sector that has existed for just over a century and has a fundamental dependence on natural products, there is great pressure for more intensive development. This includes demands for sustainable, ethical production, where producers accept responsibility for social issues and the environmental impact of their operations. AAK operates on the basis of an organic growth and selective acquisition strategy. A strong balance sheet has laid the financial foundations for future acquisitions.
There is tough competition in the industry. Several global competitors deliver large volumes of bulk products with limited margins. Our response is to focus more on products with better margins and higher-added value. These include confectionery products and cosmetics, as well as valueadding ingredients for the bakery, dairy and infant nutrition industries.
There is an ongoing debate on healthy alternative foods. The trans fat debate, for example, has been quite heated on occasion, resulting in a greater use of raw materials such as palm oil. Palm oil is a significant raw material for us at AAK and has a broad application area – from chocolate to foods and cosmetics. A great alternative to hardened fat, it is semisolid at room temperature, making it an attractive choice in the production of many foods. By using palm oil, trans fats can be eliminated from many food products.
We have the ability to adapt our product range quickly to the latest trends in the health debate. This is largely due to the fact that we work with all types of vegetable oils and can reformulate our products fairly easily to meet customer needs. We focus strongly on product co-development with our customers. This limits the risks involved in commercializing new products.
Regulatory measures also pose a risk. Active involvement in Corporate Social Responsibility related issues is, therefore, becoming increasingly important to forestall legislation on issues that are a natural development of human requirements.
Business operations are affected by raw material prices, transport costs, energy prices, interest rates and exchange rates. Our employees are experienced in reacting quickly to changes in external factors and adapting operations, products and services to customer needs.
AAK has employees in more than 25 countries on five continents. We have 19 production facilities and customization plants across the world and a global procurement and sales organization.
Organic growth, investments in production facilities and acquisitions are expanding that global presence.
In 2015, we were pleased to welcome 284 new colleagues from Indian company Kamani Oil Industries Pvt Ltd. to the
AAK family. We were also very happy to announce our entry into the Japanese market via our partnership with Miyoshi Oils & Fats Co. forming AAK Miyoshi JP.
AAK had an average of 2,738 employees in 2015. During the year, the number of employees increased due to the continued organic growth and our acquisitions.
The "People" project within AAKtion is developing according to plan. This will result in improvements of workflows, processes, roles and responsibilities.
AAK continues to work with AAKtion to further strengthen its impact during the program's third and final year.
The AAK Graduate Program continues to be successful. During the year the third batch of trainees completed their program and all of them continued in positions of increased responsibility.
This year another group of trainees has been welcomed on the graduate program. Most of them were recruited to commercial positions. Just like earlier years, the program will not only include formal training but also strengthen the trainees in their operational and commercial roles.
To ensure that objectives are aligned throughout the organization, our employees completed their Performance and Development Plan (PDP) during the first half of the year. As part of the PDP, all employees discuss last year's performance and objectives with their managers, and new performance objectives are set along with a plan for personal development.
To ensure that all employees are properly qualified for their job, extensive training takes place, either locally or as part of our global training programs.
In 2015, we continued to focus our attention on training our commercial organization. We continued our global sales training program for new commercial employees, and further, we strengthened our training of our Customer Innovation Managers. All this is aimed at helping our teams improve their ability to identify customer opportunities and co-develop together with our customers.
A strong dedication to internal communication is vital to ensure engaged and committed employees who understand the company objectives as well as their link to the employees' own personal objectives. Besides each manager's vital communication role, town hall meetings, articles on our global intranet, monthly management conference calls and communication packages are used to ensure that all AAK employees are well informed and understand how they can make the best contribution.
Employee* category by age, %
Employees* by age, %
Employment contract type, %
Employees* gender, %
* Permanent and at-will employees
Responsible growth is the key objective of our AAKtion strategy and essential to our vision of being the first choice for value-adding vegetable oil solutions. For us, responsible growth is about our responsibility towards all of our key stakeholders – the local communities where we operate, our customers, our employees, our investors and our suppliers. Based on our strategy, input from our stakeholders and market trends, we have developed a model for responsible growth to guide our global Corporate Social Responsibility work.
The UN Global Compact (UNGC) is a solid platform and a broad concept based on ten universal principles within Human and Labour Rights, Environment and Anti-corruption. It enjoys participation by all of the major players in global business and CSR, including the GRI (Global Reporting Initiative), ETI (Ethical Trading Initiative), ICC (International Chamber of Commerce) and OECD (Organisation for Economic Cooperation and Development). AAK has been a member of the UNGC since 2002.
AAK's CSR policies and codes are based on the UNGC, and apply globally to all AAK business activities. So are the policies and codes of many of our customers, which enhances our strategic alignment.
We have defined five CSR focus areas – the 'pillars' – that are important to our business. These provide an overview and help us focus our resources.
To maintain momentum and drive improvement, we define objectives within each of the five focus areas. Further, we monitor many other indicators internally, based on the GRI
guidelines. The engine behind all of this is our global CSR organization, established in 2007.
To be transparent and share information with stakeholders is also part of our approach. Sedex, a collaborative online platform, facilitates the sharing of information with customers. Our annual Sustainability Report shares information globally, primarily with investors in AAK, and via the web with all stakeholders. Partnering with other businesses, NGOs, and governmental agencies is a key element of the Global Compact concept, and we are proud to participate in several partnerships. The RSPO, the Global Shea Alliance and the Burkina Faso project are a few examples of these.
Our CSR system is not static, adjusting instead to input from such stakeholders as customers, investors, and employees. We monitor new and upcoming legislation. We follow trends in our communities, and benchmark our CSR practices against those of retailers, customers and competitors.
Our overall objective is to support responsible and sustainable growth for AAK.
AAK's model for responsible growth covers five focus areas: Marketplace, Supply chain, Environment, Workplace and Community. In our annual Sustainability Report we present the key achievements within each of these areas. Some examples of this year's progress are:
To obtain a printed copy, please contact AAK Corporate Communications via [email protected].
Melker Schörling Chairman of the Board of Directors Elected in: 2005 (Karlshamns AB 2001) Born: 1947
Nationality: Swedish
Main occupation: Chairman of the Board of Directors of Melker Schörling AB
Qualifications: BSc. in Economics and Business Administration
Professional background: CEO of a number of companies, including Securitas AB 1987–1992 and Skanska AB 1993–1997
Other directorships: Chairman of the Board of Directors of Hexagon AB, Securitas AB and HEXPOL AB. Member of the Board of Directors of Hennes & Mauritz AB
Holdings in AAK: Melker Schörling AB holds 13,899,301 shares in AAK
Arne Frank Elected in: 2010
Born: 1958
Nationality: Swedish Main occupation: President and CEO, AAK AB
Qualifications: MSc. Industrial Engineering and Management
Professional background: Chairman, CEO and President of TAC, Executive VP of Building Automation Business Unit at Schneider Electric SA, Chairman and CEO of Carl Zeiss Vision Holding GmbH
Other directorships: Member of the Board of Directors of Alfa Laval AB, Chairman of the Board of Directors of Inwido AB
Holdings in AAK: 346,550 shares (together with family through own company)
Ulrik Svensson Elected in: 2007 Born: 1961
Nationality: Swedish
Main occupation: CEO Melker Schörling AB
Qualifications: BSc. in Economics and Business Administration
Professional background: CFO of several listed companies, including Swiss International Airlines and Esselte
Other directorships: Member of the Board of Directors of Assa Abloy AB, HEXPOL AB, Loomis AB, Hexagon AB and Flughafen Zürich AG
Holdings in AAK: None
AAK Sweden AB Appointed by IF-Metall Elected in: 2005
Born: 1957
Nationality: Swedish Main occupation: Senior positions in trade unions and local and regional government and Board work Qualifications: Electrical engineering
Holdings in AAK: None
AAK Sweden AB Appointed by PTK-L Elected in: 2005 Born: 1956 Nationality: Swedish Main occupation: Laboratory Assistant Qualifications: Technical College Holdings in AAK: None
Elected in: 2015 Born: 1968 Nationality: Danish
Main occupation: SVP Products & Marketing, CSM
Qualifications: MBA in International Trade, Aarhus Handelshøjskole and eMBA SIMI, Copenhagen, Denmark
Professional background: Various positions at Unilever and Carlsberg
Other directorships: Member of the Board of Directors of Dansk Supermarked
Holdings in AAK: None
Elected in: 2013 Born: 1984
Nationality: Swedish
Main occupation: Member of the Board of Directors of Melker Schörling AB, HEXPOL AB and AAK AB
Qualifications: MSc. in Business and Economics
Professional background: Strategy consultant Pond Innovation & Design
Other directorships: Member of the Board of Directors of Melker Schörling AB and HEXPOL AB
Holdings in AAK: None
Lillie Li Valeur Elected in: 2013 Born: 1970 Nationality: Danish
Main occupation: Vice President in Arla Foods amba, responsible for Asia Strategy and Incubation
Qualifications: MBA and BSc. in Medicine
Professional background: General management, strategy and business development; global and Asia market expertise; Food, ingredients, pharmaceutical and consultancy industry experience; B2C and B2B commercial background with Novartis, Arla Foods and Bain & Co.
Other directorships: Member of the Board of Directors of Meda AB Holdings in AAK: 500 shares
Auditor
PricewaterhouseCoopers AB Born: 1969 Authorized public accountant Lead auditor The company's auditor since 2013
President and CEO AAK AB Born: 1958 Elected in: 2010 Nationality: Swedish Qualifications: MSc. Industrial Engineering and Management Holdings in AAK: 346,550 shares (together with family through own company)
President European Supply Chain Vice President AAK AB Born: 1960 Employed: 2001 Nationality: British Qualifications: MBA, Graduate Diploma in Business Management Holdings in AAK: 10,000 shares
Fredrik Nilsson Chief Financial Officer (CFO) Vice President AAK AB Born: 1977 Employed: 2007 Nationality: Swedish Qualifications: MSc. Business Administration Holdings in AAK: 15,000 shares
Torben Friis Lange President Asia Vice President AAK AB Born: 1963 Employed: 2010 Nationality: Danish Qualifications: BSc. Dairy Technology, Graduate Diploma in Business Administration Holdings in AAK: 100,000 shares
Jan Lenferink President AAK Europe Vice President AAK AB Born: 1963 Employed: 2015 Nationality: Dutch Qualifications: Food Technology Holdings in AAK: None
Terrence W. Thomas President AAK USA and Canada Vice President AAK AB Born: 1962 Employed: 2013 Nationality: American Qualifications: MBA, BSc. Chemical Engineering Holdings in AAK: 20,000 shares
Anne Mette Olesen Chief Marketing Officer (CMO) including CSR Vice President AAK AB Born: 1964 Employed: 2010 Nationality: Danish Qualifications: MBA, BSc. Chemical Engineering Holdings in AAK: 60,000 shares
Octavio Díaz de León President AAK North Latin America Vice President AAK AB Born: 1967 Employed: 2007 Nationality: Mexican Qualifications: MBA, BSc. Mechanical & Electrical Engineering
Holdings in AAK: 40,000 shares
President AAK South Latin America Vice President AAK AB Born: 1961 Employed: 2014 Nationality: Mexican Qualifications: Graduate Diploma
in Business Administration, Food Engineering Holdings in AAK: None
Karsten Nielsen
Chief Technology Officer (CTO) Vice President AAK AB Born: 1963 Employed: 1988 Nationality: Danish Qualifications: Graduate Diploma in Food Technology Holdings in AAK: 15,264 shares
Renald Mackintosh Chairman Infant Nutrition Vice President AAK AB Born: 1951 Employed: 2002 Nationality: Dutch Qualifications: MSc. Food Technology Holdings in AAK: 28,300 shares
Carla Leilani Packness Vice President HR & Communications Vice President AAK AB Born: 1970 Employed: 2015 Nationality: Danish Qualifications: MBA, Human Resource Management Holdings in AAK: None
Jens Wikstedt President SB&N Vice President AAK AB Born: 1958 Employed: 2014 Nationality: Swedish Qualifications: BSc. Economics and Business Administration Holdings in AAK: 1,000 shares
Bypass fats – Fats that have been tailored to bypass the rumen of ruminants, which means that a larger amount of fat and energy is left intact for high-yielding dairy cows.
Lipids A collective name for a wide range of natural products, which include fats.
Monounsaturated fat Popular name for monounsaturated fatty acids. Fat with only one double bond along the carbon chain.
| Page | |
|---|---|
| Directors' Report 35 | |
| Consolidated Income Statement 39 | |
| Consolidated Statement of Comprehensive Income 39 | |
| Consolidated Balance Sheet 40 | |
| Consolidated Changes in Shareholders' Equity 42 | |
| Consolidated Cash Flow Statement 43 | |
| Income Statement – Parent Company 44 | |
| Statement of Comprehensive Income – Parent Company 44 | |
| Balance Sheet – Parent Company 45 | |
| Changes in Shareholders' Equity – Parent Company 46 | |
| Cash Flow Statement – Parent Company 47 | |
| Notes 48 | |
| Corporate Governance Report 77 | |
| Auditor's report 83 | |
| The AAK share 84 | |
| Definitions 86 | |
| Financial Calendar, Annual General Meeting 87 | |
All amounts are denominated in SEK million unless otherwise stated.
The Board of Directors and the Chief Executive Officer of AAK AB (publ.), corporate identity number 556669-2850, with its registered office in Malmö, hereby present the Financial Statements and Consolidated Financial Statements for the financial year January 1 – December 31, 2015.
The Company's largest business area, Food Ingredients, reported a record-high operating profit of SEK 903 million (803), an increase of 12 percent. The operating profit per kilo was unchanged, SEK 0.72. The operating profit per kilo was affected negatively by the dilutive effect of acquisitions in Belgium, Colombia and India. Excluding acquisitions, the operating profit per kilo continued to improve.
Chocolate & Confectionery Fats reported a strong improvement in operating profit of 20 percent to SEK 553 million (460), primarily as a consequence of continued improvement in the product mix
and a positive currency translation effect. Operating profit per kilo increased from SEK 1.46 to SEK 1.77 as a consequence of this. Volumes fell by 1 percent. The deteriorating market conditions in Ukraine and Russia had a negative impact on the business area.
Adjusted for the disposal of Binol, operating profit for the Company's smallest business area, Technical Products & Feed, was SEK 88 million (89), a decrease of 1 percent.
The Group's profit after financial items amounted to SEK 1,295 million (1,154). Net financial items were SEK -114 million (-108), an increase of SEK 6 million due to an increase in the Group's loans in high-interest countries as a consequence of ongoing new investments and recent acquisitions. The equity/assets ratio was 48 percent as at December 31, 2015 (46 percent as at December 31, 2014). Consolidated net debt as at December 31, 2015 was SEK 2,083 million (SEK 2,508 million as at December 31, 2014). On December 31, 2015, the Group had total credit facilities of around SEK 5,924 million.
Cash flow from operating activities, before changes in working capital, amounted to SEK 1,356 million (1,252). Working capital fell by SEK 380 million (increase of 560 million), primarily as a consequence of lower raw material prices. This was partly offset by the organic volume growth. Cash flow from operating activities, including changes in working capital, amounted to SEK 1,736 million (692). After investments, including acquisitions, cash flow amounted to SEK 720 million (-16).
The Group's net investments in non-current assets and acquisitions totalled SEK 1,016 million (708), comprising ongoing maintenance investments, the acquisition in India, plus strategic investments in Brazil and China. The sale of the office building in Aarhus, Denmark, is included in the net investments for the year.
The Company's business areas are Food Ingredients, Chocolate & Confectionery Fats and Technical Products & Feed. Group-wide functions are included in the Group Functions segment.
Food Ingredients maintains its strong regional positions, primarily in Europe, the USA and North Latin America, but will gradually strengthen its positions in other regions. Acquisitions were made in India and Belgium during the year.
Chocolate & Confectionery Fats and Personal Care have worldleading positions, and these will gradually be expanded in an increasingly global arena.
Technical Products & Feed has a strong local position in Northern Europe and will continue to focus its growth efforts in these geographical segments through its close links to the Karlshamn factory in Sweden, bringing significant synergy gains.
The corporate programme 'AAKtion' for 2014–2016 is proceeding according to plan. AAKtion is intended to further enhance the focus on 'Sales – Innovation – Execution.
During the year, AAK made acquisitions in India and Belgium, and formed a new company for the Japanese market. New investments in the new factories in Brazil and China proceeded according to plan.
In September, AAK acquired 51 percent of the shares in Kamani Oil Industries Pvt Ltd, one of the leading companies in speciality and semi-speciality oils in India. The company has an annual volume of approximately 100,000 MT and had sales of approximately SEK 1,000 million in the last financial year. The remaining 49 percent of the company's shares will continue to be held by the former principal owner. AAK may, via a put and call option, acquire the remaining 49 percent of the company within the next 3–7 years. The company has a modern, strategically located production plant in Khopoli, 70 km south-east of Mumbai, where the company's head office is located.
The acquisition had very limited impact on AAK's operating profit for 2015, and this acquisition consequently had a dilutive effect on the operating profit per kilo for 2015. The acquisition was completed on October 1, 2015, and the unit was consolidated during the fourth quarter. The acquisition will contribute to AAK's operating profit during the first half of 2016. The preliminary estimate of the surplus value acquired was approximately SEK 260 million for 100 percent of the company and concerns customer relations (amortized with annual depreciation), goodwill and trademarks.
In October, AAK and Miyoshi Oils & Fats Co. formed a sales company for the Japanese market, AAK Miyoshi JP. This partnership will improve AAK's business prospects on the local market, which is of particular interest to the Chocolate & Confectionery Fats and Bakery segments.
AAK owns 70 percent of the company, and the remaining 30 percent is owned by Miyoshi Oils & Fats Co. The new company has resources in both sales and customer innovation and has made a manufacturing agreement with Miyoshi Oils & Fats Co., which will manufacture the products locally. AAK Miyoshi JP is based in Tokyo and operational since January 2016.
In November, an agreement was made with the trustee in the bankruptcy of TLC and Belovo, two companies in the BNLfood Group, to restart the operations in TLC, a supplier of ingredients to the global nutrition market. When all necessary authorizations have been obtained, AAK will acquire the assets and operations of TLC. TLC specializes in extracting phospholipids from egg yolk. These are used as an ingredient in nutrition products and offer benefits such as reinforcing functions in the brain, the eyes and the immune system at all life stages.
The amount invested is not material, and the transaction will have a very limited impact on AAK's short-term profitability. The operations will continue to be run from the existing premises in Bastogne, Belgium.
The new factory in Brazil is planned to begin operations in the first half of 2016. The work to build the new factory in China is proceeding according to plan.
During the second quarter, the company sold the office building on M.P. Bruuns Gade in Aarhus, Denmark. The net profit from the disposal of the office building was SEK 45 million.
The dispute between AAK and Enzymotec has been ruled upon In the spring of 2014, AAK AB communicated that it had initiated arbitration proceedings at ICC, International Court of Arbitration, against the company Enzymotec Ltd with respect to certain disputed matters under the Shareholders' Agreement entered into on June 14, 2007 regarding the joint venture company Advanced Lipids.
In the arbitration Enzymotec submitted a claim of USD 40 million against AAK. Enzymotec's claim was denied in its entirety by the ICC tribunal. AAK's declaratory claim against Enzymotec regarding liability was also denied.
AAK's financial goals are to grow faster than the underlying market and to generate strong cash flows. We also intend to continually improve the return on operating capital.
The objective of the Board of Directors, taking into account the development of Group earnings, its financial position and future development opportunities, is to propose annual dividends equivalent to at least 30 to 50 percent of the profit for the year, after tax, for the Group.
"Based on AAK's customer value propositions for health and reduced costs, and our customer product co-development and solutions approach, we continue to remain prudently optimistic about the future. The main drivers are the continued positive underlying development in Food Ingredients and the continued improvement in Chocolate & Confectionery Fats."
In preparation for the Annual General Meeting for 2016, the Nomination Committee has proposed the re-election of Board members Melker Schörling, Ulrik Svensson, Lillie Li Valeur, Märta Schörling, Marianne Kirkegaard and Arne Frank. The Nomination Committee proposes, in addition, that Melker Schörling be re-elected Chairman of the Board. In total, the Nomination Committee represents approximately 50.5 percent of the shares and votes in AAK as at December 31, 2015.
The total number of shares in AAK as at December 31, 2015 was 42,288,489. There is one class of shares in AAK, and each share entitles the holder to one vote. There are no limits as regards how many votes each shareholder may cast at an Annual General Meeting. Nor are there any limitations regarding the transfer of the shares resulting from provisions in law or in the Articles of Association.
Of the Company's shareholders, only Melker Schörling AB (publ.) has a shareholding which represents at least one-tenth of the number of votes of all shares in AAK. Melker Schörling AB (publ.)'s shareholding as at December 31, 2015 amounted to 32.9 percent of the shares and votes.
AAK is not aware of any agreement between direct shareholders of AAK that would involve limitations in the right to transfer shares. The shareholder structure is described further in the section on the AAK Share, page 84.
The Articles of Association stipulate that Board members shall be appointed by the Annual General Meeting of AAK. The Articles of Association contain no provisions regarding dismissal of Board members or regarding amendment of the Articles of Association.
The Group's long-term financing agreement contains stipulations that, in certain cases, give the lender the right to request advance payment if control of AAK changes substantially. Such a substantial change in control can occur as a result of an official take-over bid.
AAK's assessment is that it has been necessary to accept these stipulations in order to obtain financing on terms which are otherwise acceptable.
Guidelines for the remuneration of the CEO and other senior executives were adopted by the 2015 Annual General Meeting. No deviations from these guidelines have been made. The Board of Directors of AAK proposes that the 2016 Annual General Meeting resolve that the same guidelines for remuneration of senior executives be applied in 2016 as in 2015. The present guidelines are contained in Note 8, Remuneration of the Board of Directors and Senior Executives.
These guidelines will cover those persons who are in Group management positions during the period of time in which the guidelines apply. The guidelines apply to agreements entered into after a resolution by the Annual General Meeting, and in the event that changes are made to existing agreements after this point in time. The Board will be entitled to diverge from the guidelines if there are particular reasons to do so in an individual case.
The Group's product development operations are described in further detail on pages 12–19.
The environmental impact from our plants includes emissions of odorous substances, solvents, smoke and gases into the atmosphere, as well as discharging fats, oxygen-consuming material, and nutrients into the water, and also creating organic waste and noise. We continually review our impact on all levels to further improve environmental performance at AAK. We operate all our plants with appropriate official permits in all countries in which we operate. In Sweden, the operations in Karlshamn are licensable under Swedish law.
The recruitment of skilled and competent personnel is an important component in maintaining competitiveness for the AAK Group. The Group therefore has continuous active programmes for personnel development.
All business operations involve risk – a controlled approach to risktaking is a prerequisite for maintaining good profitability. Risks may depend on events in the operating environment and may affect a certain sector or market. A risk may also be purely companyspecific or country-specific. At AAK, effective risk management is a continual process which is conducted within the framework of operational management and forms a natural part of the day-to-day monitoring of operations.
For more detailed information, please refer to the section on Risks on page 22 and to Note 3, Financial Risk Management.
The AAK Group is exposed to the fierce competition which characterizes the industry related to fluctuations in raw material prices which affect capital tied up.
The raw materials used in operations are agricultural products, and availability may therefore vary due to climatic and other external factors.
The Group's management of financial risks is described in Note 3, Financial Risk Management.
For information on the composition and work, etc., of the Board of Directors, see the Corporate Governance Report on page 77.
The Company is the holding company of the AAK Group, and its activities consist mainly of joint Group functions connected to the development and management of the Group. The Parent employs personnel with skills and competencies to execute treasury activities, accounting, information, human resources and IT. The Parent is also responsible for Group strategy and risk management, and provides legal and tax-related services to Group companies. The costs of Group Functions have increased, primarily on account of research and development initiatives. This innovation initiative is an important part of AAKtion.
The Parent's invoicing in 2015 amounted to SEK 80 million (74). The profit after financial items amounted to SEK 1 million (-4). Interest-bearing liabilities minus cash and cash equivalents and interest-bearing assets were SEK -1,007 million (-803). Investments in intangible non-current assets and property, plant and equipment amounted to SEK 4 million (1). The Parent had a total of 29 (26) employees on December 31, 2015.
No significant events have occurred after the end of the reporting period.
The Board of Directors has proposed that the 2016 Annual General Meeting approve an appropriation of profits under which the shareholders will receive a dividend of SEK 7.75 per share. The proposed dividend therefore totals SEK 328 million. The objective is for the dividend in the long term to correspond to 30 to 50 percent of consolidated profits after tax, while always considering AAK's long-term financing requirements. The Parent has no financial instruments valued under Chap. 4, Section 14 a, of the Swedish Annual Accounts Act (1995:1554). The Board of Directors hereby makes the following statement regarding the proposed dividend, in accordance with Chap. 18, Section 4, of the Swedish Companies Act (2005:551).
Retained profits from the previous year total SEK 4,060 million and the profit for the 2015 financial year is SEK 0 million (SEK 945 million for the Group). Provided that the 2016 Annual General Meeting approves the Board's proposed appropriation of profits, a total of SEK 3,834 million will be carried forward. The Company's restricted equity will be fully covered after distribution of the dividend.
In the Board's judgement, the Company and the Group will retain sufficient equity after distribution of the proposed dividend in relation to the nature, scope and risks associated with its business operations. In making this assessment, the Board has taken account of the historical development of the Company and the Group, budgeted performance and the economic situation.
In the view of the Board, the Company and the Group are in a position and have the capacity, in both the short and long terms, to meet all their obligations. The proposed dividend represents a total of 7 percent of the Company's equity and 5 percent of the Group's equity attributable to the Parent's shareholders.
After payment of the dividend, the equity/assets ratio of the Company and the Group will be 80 percent and 47 percent, respectively. These ratios are good in relation to other businesses in our industry. The Board of Director's judges that the Company and the Group are in a good position to meet future business risk as well as withstand possible losses. Distribution of the dividend will not negatively affect the ability of the Company and the Group to make further investment as planned by the Board of Directors.
The proposed dividend distribution will have a temporary negative effect on the Company's and Group's ability to meet certain current liabilities. However, the Company and Group have sufficient access to both short and long-term credit that can be obtained at short notice.
The Board of Directors therefore considers that the Company and the Group are prepared for likely changes to liquidity, as well as unforeseen events. In addition, the Board of Directors has considered other known circumstances that may materially affect the financial position of the Company and the Group. No circumstance has arisen that makes the proposed dividend distribution appear unjustifiable.
It is proposed that the record date for the dividend be May 13, 2016, and it is estimated that the dividend will be received by the shareholders on May 18, 2016.
The Board of Directors and Chief Executive Officer propose that
| The disposable profit brought forward new share issue and profit/loss for the year |
SEK 4,060,362,677 SEK 101,353,200 SEK 35,484 |
|---|---|
| Total | SEK 4,161,751,361 |
| be appropriated as follows: To be distributed to shareholders, |
|
| a dividend of SEK 7.75 per share | SEK 327,735,790 1) |
| To be carried forward | SEK 3,834,015,571 |
| Total | SEK 4,161,751,361 |
1) Calculated on the number of outstanding shares as at the balance sheet date.
The Group's and the Parent's income statements and balance sheets will be presented to the Annual General Meeting on May 11, 2016 for adoption.
| Jan–Dec | Jan–Dec | ||
|---|---|---|---|
| SEK million | Note | 2015 | 2014 |
| Net sales | 28 | 20,114 | 17,814 |
| Other operating income Total operating income |
10 | 194 20,308 |
216 18,030 |
| Raw materials and consumables and changes in inventories | |||
| of finished goods and work in progress | -14,146 | -13,030 | |
| Goods for resale | -862 | -422 | |
| Other external expenses | 5, 29 | -1,833 | -1,630 |
| Employee benefits expenses | 6, 7, 8, 9 | -1,590 | -1,297 |
| Depreciation, amortisation and impairment loss | 15, 16 | -431 | -381 |
| Other operating expenses | -37 | -8 | |
| Total operating expenses | -18,899 | -16,768 | |
| Operating profit (EBIT) | 1,409 | 1,262 | |
| Result from financial items | 11 | ||
| Financial income | 14 | 16 | |
| Financial expenses | -128 | -124 | |
| Net financial items | -114 | -108 | |
| Profit before tax | 1,295 | 1,154 | |
| Income tax | 12 | -350 | -267 |
| Profit for the year | 945 | 887 | |
| Attributable to: | |||
| Non-controlling interests | 12 | 8 | |
| Parent company shareholders | 933 | 879 | |
| Earnings per share attributable to | |||
| Parent shareholders during the year | |||
| (SEK per share) – before dilution | 13 | 22.17 | 21.15 |
| (SEK per share) – after dilution | 13 | 22.12 | 20.97 |
| SEK million | Note | Jan–Dec 2015 |
Jan–Dec 2014 |
|---|---|---|---|
| Profit for the period | 945 | 887 | |
| Items that will not be reclassified to profit or loss: | |||
| Remeasurements of post employment benefit obligations | 9 | 19 | -62 |
| 19 | -62 | ||
| Items that may subsequently be reclassified to profit or loss: | |||
| Translation differences | 44 | 755 | |
| Fair-value changes in cash flow hedges | 25 | -5 | |
| Tax attributable to fair-value changes in cash flow hedges | -6 | 1 | |
| 63 | 751 | ||
| Total comprehensive income for the period | 1,027 | 1,576 | |
| Attributable to: | |||
| Non-controlling interests | 7 | 11 | |
| Parent company shareholders | 1,020 | 1,565 |
| SEK million | Note | Dec 31, 2015 | Dec 31, 2014 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 15 | ||
| Goodwill | 1,567 | 1,327 | |
| Patents and other intangible assets | 377 | 127 | |
| 1,944 | 1,454 | ||
| Property, plant and equipment | 16 | ||
| Land and buildings | 747 | 761 | |
| Plant and machinery | 2,432 | 2,302 | |
| Equipment, tools and fixtures and fittings | 174 | 134 | |
| Assets under construction | 942 | 615 | |
| 4,295 | 3,812 | ||
| Financial assets | |||
| Shares in associates | 27 | 19 | |
| Deferred tax assets | 12 | 97 | 131 |
| Other non-current receivables | 25 | 12 | |
| 149 | 162 | ||
| Total non-current assets | 6,388 | 5,428 | |
| Current assets | |||
| Inventories | 18 | 3,599 | 3,209 |
| Accounts receivables | 3 | 2,426 | 2,520 |
| Current tax assets | 12 | 239 | 184 |
| Other receivables | 170 | 212 | |
| Derivative instruments | 3 | 464 | 503 |
| Prepaid expenses and accrued income | 151 | 192 | |
| Cash and cash equivalents | 19 | 459 | 264 |
| Total current assets | 7,508 | 7,084 | |
| TOTAL ASSETS | 13,896 | 12,512 |
| SEK million | Note | Dec 31, 2015 | Dec 31, 2014 |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Shareholders' equity | 20 | ||
| Share capital | 423 | 417 | |
| Reserves | 255 | 188 | |
| Retained profit | 5,919 | 5,150 | |
| Equity attributable to Parent's shareholders | 6,597 | 5,755 | |
| Non-controlling interests | 53 | 45 | |
| Total equity | 6,650 | 5,800 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Interest-bearing liabilities | |||
| Liabilities to banks and credit institutions | 21 | 2,132 | 2,538 |
| Pension provisions | 9 | 128 | 149 |
| 2,260 | 2,687 | ||
| Non-interest-bearing liabilities | |||
| Deferred tax liabilities | 12 | 454 | 330 |
| Other non-current provisions | 22 | 62 | 68 |
| Other non-current liabilities | 226 | 24 | |
| 742 | 422 | ||
| Total non-current liabilities | 3,002 | 3,109 | |
| Current liabilities | |||
| Interest-bearing liabilities | |||
| Liabilities to banks and credit institutions | 21 | 287 | 89 |
| Other current liabilities | 2 | 1 | |
| 289 | 90 | ||
| Non-interest-bearing liabilities | |||
| Accounts payables | 3 | 2,383 | 2,244 |
| Current tax liabilities | 12 | 311 | 143 |
| Other current liabilities | 135 | 95 | |
| Other current provisions | 22 | 150 | 163 |
| Derivative instruments | 3 | 304 | 281 |
| Accrued expenses and prepaid income | 23 | 672 | 587 |
| 3,955 | 3,513 | ||
| Total current liabilities | 4,244 | 3,603 | |
| TOTAL EQUITY AND LIABILITIES | 13,896 | 12,512 | |
| Pledged assets | 24 | 533 | 512 |
| Contingent liabilities | 25 | 655 | 526 |
| Attributable to the Parent's shareholders | |||||
|---|---|---|---|---|---|
| SEK million | Share capital | Reserves | Retained profit |
Non- controlling interests |
Total equity |
| Opening balance as at | |||||
| January 1, 2014 | 411 | -560 | 4,479 | 34 | 4,364 |
| Profit for the year | - | - | 879 | 8 | 887 |
| Other comprehensive income | - | 748 | -62 | 3 | 689 |
| Comprehensive income | - | 748 | 817 | 11 | 1,576 |
| Transactions with shareholders | |||||
| New share issue | 6 | - | 106 | - | 112 |
| Dividend | - | - | -250 | - | -250 |
| Divestment of subsidiary | - | - | -2 | - | -2 |
| Total transactions with shareholders | 6 | - | -146 | - | -140 |
| Closing balance as at | |||||
| December 31, 2014 | 417 | 188 | 5,150 | 45 | 5,800 |
| Attributable to the Parent's shareholders Non- |
||||||
|---|---|---|---|---|---|---|
| Retained | controlling | Total | ||||
| SEK million | Share capital | Reserves | profit | interests | equity | |
| Opening balance as at | ||||||
| January 1, 2015 | 417 | 188 | 5,150 | 45 | 5,800 | |
| Profit for the year | - | - | 933 | 12 | 945 | |
| Other comprehensive income | - | 67 | 19 | -4 | 82 | |
| Comprehensive income | - | 67 | 952 | 8 | 1,027 | |
| Transactions with shareholders | ||||||
| New share issue | 6 | - | 101 | - | 107 | |
| Dividend | - | - | -284 | - | -284 | |
| Total transactions with shareholders | 6 | - | -183 | - | -177 | |
| Closing balance as at | ||||||
| December 31, 2015 | 423 | 255 | 5,919 | 53 | 6,650 |
1) For further information, see Note 20.
| Jan–Dec | Jan–Dec | ||
|---|---|---|---|
| SEK million | Note | 2015 | 2014 |
| OPERATING ACTIVITIES | 30 | ||
| Profit after financial items | 1,295 | 1,154 | |
| Recoveries on amortisation and impairment losses | 431 | 381 | |
| Adjustment for items not included in cash flow | 30 | -100 | 36 |
| Income tax paid | -270 | -319 | |
| Cash flow from operations before changes to working capital | 1,356 | 1,252 | |
| Changes in working capital | |||
| Net change in inventories | -292 | -427 | |
| Net change in other current receivables | 265 | -443 | |
| Net change in other current operating liabilities | 407 | 310 | |
| Cash flow from operating activities | 1,736 | 692 | |
| INVESTING ACTIVITIES | |||
| Acquisition of intangible assets | -25 | -28 | |
| Acquisition of property, plant and equipment | -969 | -571 | |
| Acquisition of operations and shares, net of cash acquired | 27 | -123 | -252 |
| Proceeds from sale of property, plant and equipment | 1 | 2 | |
| Divestment of operations and shares | 100 | 141 | |
| Cash flow from investing activities | -1,016 | -708 | |
| FINANCING ACTIVITIES | |||
| New share issue | 107 | 112 | |
| Loans raised | 269 | 527 | |
| Amortisation of loans | -613 | -363 | |
| Dividends paid | -284 | -250 | |
| Cash flow from financing activities | -521 | 26 | |
| Cash flow for the year | 199 | 10 | |
| Cash and cash equivalents at beginning of year | 264 | 231 | |
| Exchange rate difference for cash equivalents | -4 | 23 | |
| Cash and cash equivalents at year-end | 19 | 459 | 264 |
| Jan–Dec | Jan–Dec | ||
|---|---|---|---|
| SEK million | Note | 2015 | 2014 |
| Net sales | 26 | 80 | 74 |
| Other operating income | 10 | 0 | 0 |
| Total operating income | 80 | 74 | |
| Other external expenses | 5 | -96 | -95 |
| Personnel costs | 6, 7, 8, 9 | -88 | -61 |
| Depreciation, amortisation and impairment loss | -1 | -1 | |
| Other operating expenses | -15 | - | |
| Total operating expenses | -200 | -157 | |
| Operating profit (EBIT) | -120 | -83 | |
| Profit from financial items | 11 | ||
| Profit from interests in Group companies | 125 | 93 | |
| Interest expenses and similar items | -4 | -14 | |
| Net financial items | 121 | 79 | |
| Profit before tax | 1 | -4 | |
| Income tax | 12 | -1 | 0 |
| Profit for the year | 0 | -4 |
| SEK million | Note | Jan–Dec 2015 |
Jan–Dec 2014 |
|---|---|---|---|
| Profit for the period | 0 | -4 | |
| Other comprehensive income | - | - | |
| Total comprehensive income for the period | 0 | -4 |
| SEK million | Note | Dec 31, 2015 | Dec 31, 2014 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible non-current assets | 3 | 0 | |
| 3 | 0 | ||
| Property, plant and equipment | 1 | 1 | |
| 1 | 1 | ||
| Financial non-current assets | |||
| Shares in Group companies | 17 | 2,421 | 2,421 |
| Receivables from Group companies | 3,055 | 3,055 | |
| 5,476 | 5,476 | ||
| Total non-current assets | 5,480 | 5,477 | |
| Current assets | |||
| Receivables from Group companies | 180 | 148 | |
| Tax assets | 12 | 5 | 5 |
| Other receivables | 5 | 0 | |
| Prepaid expenses and accrued income Total current assets |
3 193 |
3 156 |
|
| TOTAL ASSETS | 5,673 | 5,633 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | 20 | ||
| Restricted equity Share capital |
423 | 417 | |
| Statutory reserve | 5 | 5 | |
| 428 | 422 | ||
| Non-restricted equity | |||
| Retained profit | 4,162 | 4,349 | |
| Profit/loss for the year | 0 | -4 | |
| Total equity | 4,162 4,590 |
4,345 4,767 |
|
| LIABILITIES | |||
| Current liabilities | |||
| Interest-bearing liabilities | |||
| Liabilities to Group companies | 1,007 | 803 | |
| Non-interest-bearing liabilities | |||
| Accounts payables | 6 | 7 | |
| Liabilities to Group companies | 25 | 23 | |
| Other current liabilities | 10 | 2 | |
| Accrued expenses and prepaid income | 23 | 35 | 31 |
| 1,083 | 866 | ||
| Total liabilities | 1,083 | 866 | |
| TOTAL EQUITY AND LIABILITIES | 5,673 | 5,633 | |
| Pledged assets | 24 | - | - |
| Contingent liabilites | 25 | 655 | 526 |
| SEK million | Share capital | Statutory reserve | Retained profit | Total equity |
|---|---|---|---|---|
| Opening balance as at | ||||
| January 1, 2014 | 411 | 5 | 4,493 | 4,909 |
| Profit for the year | - | - | -4 | -4 |
| Other comprehensive income | - | - | - | - |
| New share issue | 6 | - | 106 | 112 |
| Total comprehensive income | 6 | - | 102 | 108 |
| Dividend | - | - | -250 | -250 |
| Closing balance as at | ||||
| December 31, 2014 | 417 | 5 | 4,345 | 4,767 |
| Opening balance as at | ||||
| January 1, 2015 | 417 | 5 | 4,345 | 4,767 |
| Profit for the year | - | - | 0 | 0 |
| Other comprehensive income | - | - | - | - |
| New share issue | 6 | - | 101 | 107 |
| Total comprehensive income | 6 | - | 101 | 107 |
| Dividend | - | - | -284 | -284 |
| Closing balance as at | ||||
| December 31, 2015 | 423 | 5 | 4,162 | 4,590 |
Total shares outstanding were 42,288,489 at quota value of SEK 10 per share.
| Jan–Dec | Jan–Dec | ||
|---|---|---|---|
| SEK million | Note | 2015 | 2014 |
| OPERATING ACTIVITIES | 30 | ||
| Profit after financial items | 1 | -4 | |
| Reversal of amortisation and impairment losses | 1 | 1 | |
| Adjustment for items not included in cash flow | 30 | - | - |
| Income tax paid | 1 | -3 | |
| Cash flow from operations before changes to working capital | 3 | -6 | |
| Changes in working capital | |||
| Net change in other current receivables | -37 | -10 | |
| Net change in other current operating liabilities | 12 | 13 | |
| Cash flow from operating activities | -22 | -3 | |
| INVESTING ACTIVITIES | |||
| Acquisition of property, plant and equipment | -5 | -1 | |
| Cash flow from investing activities | -5 | -1 | |
| FINANCING ACTIVITIES | |||
| New share issue | 107 | 112 | |
| Loans raised from Group companies | 204 | 142 | |
| Dividend | -284 | -250 | |
| Cash flow from financing activities | 27 | 4 | |
| Cash flow for the year | 0 | 0 | |
| Cash and cash equivalents at beginning of year | 0 | 0 | |
| Cash and cash equivalents at year-end | 0 | 0 |
AAK AB (publ.), corporate identity number 556669-2850, is a Swedish registered limited liability company domiciled in Malmö, Sweden. The shares of the Parent are listed on NASDAQ OMX Stockholm, in the Large Cap list and under Consumer Commodities. The head office is located at Jungmansgatan 12, 211 19 Malmö, Sweden. As of May 16, 2016, the head office will be located at Skrivaregatan 9, 215 32 Malmö, Sweden.
These consolidated financial statements for 2015 are for the Group consisting of the Parent and all subsidiaries. The Group also has ownership interests in associates and joint ventures. The Board of Directors approved these consolidated financial statements for publication on March 31, 2016
The principal accounting policies applied in the preparation of these consolidated financial accounts are set out below.
The Group's consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the International Accounting Standard Board (IASB) and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) as adopted within the EU, the Swedish Annual Accounts Act, and the Swedish Financial Reporting Board's recommendation RFR 1 'Supplementary accounting rules for groups of companies'. The Parent company has prepared its financial statements in accordance with the Swedish Annual Accounts Act and the Swedish Financial Reporting Board's recommendation RFR 2 'Accounting for legal entities'.
The annual and consolidated financial statements have been prepared on a historical cost basis, with the exception of currency, fixed-income and commodity derivative instruments, which are measured at fair value through profit or loss. Preparing these financial statements requires that the Board of Directors and the Company management use certain critical accounting estimates and assumptions. These estimates and assumptions can materially affect the income statement, balance sheet and other information contained herein, including contingent liabilities; see Note 4. Actual outcome can vary from these estimates under different assumptions or circumstances.
None of the new standards and changes in and interpretations of existing standards that have been published and are obligatory for the consolidated financial statements for financial years starting on January 1, 2015 or later have had any material impact on the consolidated financial statements.
A number of new standards and interpretations enter into force for financial years that start after January 1, 2015 and were not applied when preparing these financial statements. None of these are expected to have any significant effect on the Group's financial statements, except those shown below:
IFRS 9 'Financial instruments' concerns the classification, valuation and reporting of financial assets and liabilities. The full version of IFRS 9 was published in July 2014. It replaces the parts of IAS 39 that concern the classification and valuation of financial instruments. IFRS 9 retains a mixed valuation approach, but simplifies this approach in certain respects. There will be three valuation categories for financial assets, amortised cost, fair value through other comprehensive income and fair value through the income statement. How an instrument should be classified depends on the company's business model and the characteristics of the instrument. Investments in own capital instruments must be recognised at fair value through the income statement, but it is also possible, when the instrument is first recognised, for it to be recognised at fair value through other comprehensive income. No reclassification to the income statement will then take place in connection with disposal of the instrument. IFRS 9 also introduces a new model for calculating credit loss reserves based on expected credit losses. For financial liabilities, the classification and valuation are not changed except where a liability is recognised at fair value through the income statement based on the fair value alternative. Changes in value attributable to changes in own credit risk must then be recognised in other comprehensive income. IFRS 9 reduces the requirements for application of hedge accounting by replacing the 80-125 criterion with requirements for an economic relationship between hedging instruments and hedged items and for the hedging quota to be the same as that used in risk management. Hedging documentation is also changed slightly compared with that prepared under IAS 39. The standard must be applied for the financial year beginning January 1, 2018. Earlier application is permitted. The standard has not yet been adopted by the EU. The Group has not yet evaluated the full effect of the introduction of the standard.
IFRS 15 'Revenue from contracts with customers' governs how revenue should be recognised. The principles on which IFRS 15 is based are designed to give users of financial statements more useful information about the company's revenue. The extended duty of disclosure means that information on revenue type, the time of settlement, uncertainties linked to recognition of revenue and cash flow attributable to the company's contracts with customers must be provided. According to IFRS 15, revenue must be recognised when the customer gains control over the product or service sold and is able to use the product or service and gain benefit from it.
IFRS 15 replaces IAS 18 Revenue and IAS 11 Construction Contracts and the associated SIC and IFRIC. IFRS 15 enters into force on January 1, 2018. The standard has not yet been adopted by the EU. Premature application is permitted. The Group has not yet evaluated the effects of the introduction of the standard.
In January 2016, IASB published a new leasing standard that will replace IAS 17 Leases and the associated interpretations IFRIC 4, SIC-15 and SIC-27. The standard requires that assets and liabilities attributable to all leases, with some exceptions, be recognised in the balance sheet. This recognition is based on the view that the lessee has a right to use an asset during a specific period of time and also has an obligation to pay for this right. The recognition for the lessor will be essentially unchanged. The standard is applicable for a financial year beginning January 1, 2019 or later. Premature application is permitted. The EU has not yet adopted the standard. The Group has not yet evaluated the effects of IFRS 16.
No other of the IFRS or IFRIC interpretations that have not yet entered into force are expected to have any significant impact on the Group.
The consolidated financial statements cover AAK AB and all its subsidiaries. Subsidiaries are all companies (including structured entities) over which the Group has a controlling influence. The Group controls a company when it is exposed to or is entitled to variable return from its holding in the company and is able to affect the return by exerting influence in the company. Subsidiaries are included in the consolidated financial statements as from the date on which the controlling influence is transferred to the Group. They are excluded from the consolidated financial statements as from the date on which the controlling influence ceases.
The acquisition of subsidiaries is recognised using the purchase method of accounting. The cost of acquisition is measured as the fair value of the assets provided as consideration, liabilities incurred and shares issued by the Group. Transaction costs relating to acquisitions are expensed as they are incurred. Identifiable assets acquired and liabilities and obligations assumed in an acquisition are measured initially at fair value at the acquisition date. For each acquisition, the Group determines whether all non-controlling interests in the acquired companies are to be recognised at fair value or according to the proportional share of the acquired company's net assets. The excess of the purchase price, any non-controlling interests and the fair value of previous shareholdings at the acquisition date over the fair value of the Group's interest in identifiable net assets is recognised as goodwill. If this amount is less than the fair value for the acquired subsidiary's assets, the difference is recognised directly in the statement of comprehensive income.
All intra-group transactions, balances and unrealised gains on transactions are eliminated, unless the transaction provides evidence of impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The Group handles transactions with holders of non-controlling interests in the same ways as transactions with the Group's shareholders. In the event of acquisitions from holders of non-controlling interests, the company recognises the difference between the purchase price paid and the actual acquired portion of the carrying amount of the subsidiary's net assets in equity. Gains and losses on disposals to holders of non-controlling interests are also recognised in equity.
When the Group no longer holds a controlling or significant influence, each shareholding is remeasured at fair value and the change in the carrying amount is recognised in the income statement. Fair value is used as the primary carrying amount and forms the basis for ongoing recognition of the remaining ownership interest as an associate company, joint venture or financial asset. All amounts relating to divested units previously recognised under "Other comprehensive income" are recognised as though the Group had directly disposed of the respective assets or liabilities. This can result in amounts previously recognised in "Other comprehensive income" being reclassified as earnings.
If the equity interest in an associate is reduced but significant influence still remains, where relevant only a proportional share of the amounts previously recognised in "Other comprehensive income" is recognised as earnings.
Associates are those companies where the Group has significant influence, but not a controlling influence over operational and financial management, usually through an ownership interest of between 20 percent and 50 percent of the voting rights. As of the date at which the significant influence is acquired, investments in associated companies are recognised in the consolidated financial statements using the equity method. The equity method means that the value of the shares in the associated companies recognised for the Group corresponds to the Group's interest in the equity of the associates plus Group-related goodwill and any residual values of Group-related surplus or shortfall in value. The consolidated income statement reports the Group's share of profit of associated companies, adjusted for any amortisation, impairment or dissolution of acquired surplus or shortfall values, as other financial revenue. Dividends received from associated companies reduce the carrying amount of the investment.
The equity method is used until significant influence ceases.
Items included in the financial statements of each of the Group's subsidiaries are measured using the currency of the primary economic environment in which they operate (functional currency). The consolidated financial statements are presented in Swedish krona which is the Parent's functional and presentation currency. Exchange rate differences that arise in translation of Group companies are recognised as a separate item in comprehensive income.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rate are recognised as of the end of the reporting period in the income statement.
The results and financial position of foreign subsidiaries (none of which has the currency of a hyperinflationary economy) that have a functional currency other than the presentation currency are translated into the Group's presentation currency as follows:
Goodwill and fair value adjustments arising in the acquisition of foreign operations are treated as assets and liabilities of the entity and translated at the closing day rate.
The following rates were used to translate currency:
| Currency | Average rate | Closing rate |
|---|---|---|
| EUR | 9.35 | 9.18 |
| DKK | 1.25 | 1.23 |
| GBP | 12.86 | 12.46 |
| MXN | 0.53 | 0.49 |
| USD | 8.42 | 8.45 |
An operating segment is the part of the group that conducts business operations from which it may generate revenue and incur expenses for which discrete financial information is available. The operating results of an operating segment are followed up by the group's chief operating decision-maker in order to evaluate its performance and allocate resources to the operating segment. The Group's operations are divided up into operating segments based on which parts of the operations the group's chief operating decision-maker monitors, that is, according to the management approach. AAK's business operations are organised in such a way that the group's highest executive decision-maker, that is the CEO, monitors earnings, returns and cash flows generated by the Group's various products. Each operating segment has a manager who is responsible for day-to-day operations and who regularly reports to the CEO on the outcome of the operating segment's performance and its resource requirements. Where the CEO monitors profit/loss and determines resource allocations based on the product that the Group produces and sells, these constitute the Group's operating segments.
The Group's operations are organically divided into business segments based on product. The marketing organization also reflects this structure. Segment reporting is submitted in accordance with IFRS 8 for the Group only. For each segment, the results, assets and liabilities directly attributable to or items that can reliably be attributed to the segment are included in that segment. Items not attributable in this way include interest and dividend revenues, gains and losses from the sale of financial investments, interest expenses, and tax expenses. Assets and liabilities not attributed to a segment include tax assets and tax liabilities, financial investments and financial liabilities.
Revenue comprises the fair value of goods sold excluding VAT and discounts after eliminating intra-group sales. Sales are recognised on delivery of the goods, after customer acceptance and after the receivable can reasonably be deemed safe. Interest income is recognised allocated over the maturity of the security using the effective interest method. Insurance compensation is recognised as revenue when the amount can be measured in a reliable way and it is probable that the revenue will flow to the Group.
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate legal entity. The group has no legal or constructive obligations to pay further contributions if this legal entity does not hold sufficient assets to pay all employee benefits relating to employee service in the current or prior periods. A defined benefit pension plan is a pension plan that is not a defined contribution plan.
The characteristic feature of a defined benefit plan is that it defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and remuneration.
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash flows using interest rates of high-quality mortgage bonds that are denominated in the same currency in which the benefits will be paid, and that have terms of maturity approximating the terms in the related pension commitment.
Past-service costs are recognised immediately in the income statement.
The net interest rate is calculated by the discount rate being applied to defined benefit plans and to the fair value of plan assets. This expense is included in the personnel costs in the income statement.
Actuarial gains and losses as a result of experience-based adjustments and changes in actuarial assumptions are recognised in other comprehensive income in the period in which they arise.
Employees receive compensation on termination before normal retirement age or when they voluntarily accept termination in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed, formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy.
Annual variable remuneration is based on meeting set targets determined on an annual basis. These targets are related to the performance of the Company. The Group recognises costs as and when earnings occur.
In 2010, the Group introduced an incentive programme for senior managers and key personnel within the Group. The programme ended in December 2015. The company assesses that the incentive programme should be treated under IAS 32 as it is not covered by the regulations in IFRS 2. In making this assessment, the company has taken account of the fact that options have not been issued as market-based remuneration and that the programme lacks conditions for repurchase by the company upon termination of employment or that the options may only be used if the holder is still employed by the company.
Leasing is classified as operating leasing when the risks and benefits of ownership are retained by the lessor. All leasing agreements within the Group are classified as operating leases. Operating lease payments are recognised in the income statement on a straight-line basis over the period of the lease.
Product development work is an integral part of production relating to process improvement measures that is expensed on a continuous basis as a part of the product cost as it arises. Research and development expenses are those related to work whose purpose is primarily to optimise the attributes and function of oils and speciality fats, either for the finished product in which these oils and fats are ingredients or to improve the efficiency of the production process of the finished product.
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary on the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill recognised separately is allocated to cash-generating units for the purpose of annual impairment testing. Goodwill is allocated to the cash-generating units that are expected to benefit from the acquisition. Goodwill is recognised at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the remaining carrying amount of goodwill relating to the entity sold.
When acquiring operations where cost is less than the net value of the acquired assets, borrowings, and any contingent liabilities, the difference is recognised directly in the income statement.
Other intangible assets include such assets as capitalised expenditure on IT, patents and trademarks. These assets have a defined useful life and are carried at cost less accumulated amortisation and impairment losses. The cost associated with maintaining an intangible asset is recognised as part of the carrying value or as a separate asset only when it is probable that the future economic benefit associated with the asset will flow to the Group and the cost of the asset can be reliably measured. Other expenditures are expensed as they arise. Other intangible assets are amortised using the straight-line method over their estimated useful lives, normally 5 to 10 years.
Land and buildings comprise mainly factory buildings and offices. All property, plant and equipment is carried at cost, less accumulated depreciation. Acquisition cost includes expenditure that is directly attributable to the acquisition of an asset.
Subsequent costs are included in the asset's carrying amount or are recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the assets will flow to the Group and the cost of the asset can be measured reliably. All other repairs and maintenance are expensed in the financial period in which they arise.
Land is not depreciated. Depreciation of other property, plant and equipment is allocated on a straight-line basis over the estimated useful lives of the assets to reduce their cost to residual values. Depreciation periods of between 3 and 15 years are used for plant and machinery, equipment, tools, fixtures and fittings. Industrial buildings and research laboratories are depreciated over 20 and 25 years, respectively, and office buildings over 50 years. When an asset's carrying amount may not be recoverable, the asset is immediately impaired to its recoverable amount.
Assets' residual value and useful life are reviewed at the end of every reporting period and adjusted as required. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the income statement.
Assets with indefinite useful lives are tested for impairment annually rather than being amortised. All assets are assessed in terms of impairment whenever events or changes in circumstances indicate that an asset's carrying amount exceeds its recoverable amount. Impairment reflects the excess of an asset's carrying amount over its recoverable amount. The recoverable amount is either the asset's fair value less any selling costs or its value in use, whichever is greater. For the purposes of assessment, assets are grouped on the basis of the lowest level at which there are separate identifiable cash flows (cash-generating units). Assets, other than financial assets and goodwill, for which impairment loss was previously recognised, are tested at the end of every reporting period to ascertain whether any reversal should be made.
Inventories are stated at cost or net selling price, whichever is lowest. Cost is calculated using the first-in-first-out principle (FIFO) or weighted average prices. The nature and area of use of the product determines the method used. The cost of finished goods and work in progress includes direct material costs, direct labour and other direct manufacturing costs and a reasonable allocation of indirect manufacturing expenses based on normal production capacity, excluding borrowing costs. Net selling price is the estimated sale price in the ordinary course of business, less costs of completion and applicable variable costs to sell.
Financial income consists of interest income on funds invested (including, where applicable, financial assets available for sale), dividend income, gains on the sale of financial assets available for sale, and gains on hedging instruments recognised in profit or loss. Dividend income is recognised when the right to receive payment has been established. Results from the sale of financial instruments are recognised when the risks and benefits associated with ownership of the instruments have been transferred to the buyer and the Group no longer has control of the instrument. Financial expenses consist of interest expenses on loans, the effect of the resolution of present value calculations for provisions, impairment of financial assets and those losses on hedging instruments recognised in profit or loss. Borrowing expenses are recognised in profit or loss, except where they are directly attributable to the acquisition, construction or production of assets that take considerable time to complete for their intended use or sale, in which case they are included in the cost of those assets. No borrowing expenses have been capitalised during the past two years. Exchange gains and losses are recognised net.
The Group classifies its financial assets in the following categories: financial assets measured at fair value in profit or loss and loan receivables and accounts receivables. The classification is dependent on the purpose for which the financial asset was acquired. Management establishes the classification of financial assets at initial recognition.
Financial assets recognised at fair value through profit or loss are financial assets held for trading. A financial asset is classified under this category if it is acquired for the primary purpose of being sold shortly thereafter. Derivatives are classified as being held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are expected to be settled within 12 months, otherwise they are classified as non-current assets.
Loan receivables and accounts receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These are included in current assets, with the exception of items with a maturity of more than 12 months after the end of the reporting period, which are classified as non-current assets. The Group's loan receivables and accounts receivables consist of accounts receivables and other receivables, as well as cash and cash equivalents in the balance sheet.
A financial asset or financial liability is recognised in the balance sheet when the Company enters a contract for the instrument (i.e. on the relevant business day).
A financial liability is recognised when the counterparty has performed and a contractual duty to pay arises, even if no invoice is received.
A financial asset is derecognised when the rights to cash flow in the contract mature or the rights are transferred in a transaction that transfers essentially all risks and remunerations from ownership to the assets transferred. This also applies to parts of financial assets.
A financial liability is removed from the balance sheet when the duty in the contract is performed or otherwise extinguished. This also applies to parts of financial liabilities. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. They arise when the Group provides money, goods or services directly to a debtor (usually a customer) with no intention of trading the receivable. These are recorded as current assets when the maturity is less than 12 months from the transaction date. Loans and receivables are recognised in "Accounts receivables" and "Other receivables" in the balance sheet.
Loan receivables and accounts receivables are recognised after the acquisition date at amortised cost using the effective interest rate method. Financial instruments are initially recognised at fair value plus transaction costs, which applies to all financial assets that are not recognised at fair value through profit or loss, for which attributable transaction costs are instead recognised in the income statement.
Derivative instruments are recognised in the balance sheet on the date of contract and at fair value, both initially and upon subsequent revaluation. The method of recognising gain or loss arising from revaluation depends on whether the derivative is identified as a hedging instrument, and, in such event, the nature of the item being hedged. The Group identifies certain derivatives as either:
(a) hedging of fair value regarding a recognised asset or liability or a firm commitment (fair-value hedging),
(b) hedging of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash flow hedging).
When the transaction is undertaken, the Group documents the relationship between the hedging instrument and the hedged item, as well as the hedge's role in the Group's risk management objectives and strategy. The Group also documents its assessment, both when it enters into hedging contracts and on an ongoing basis, as to whether the derivative instruments used in hedging transactions are effective in terms of counteracting changes in fair value or cash flow that are attributable to the hedged items.
The Company's derivative instruments consist of OTC or "over-the-counter" derivatives concluded with financial counterparties, listed standardised derivatives and sales and purchase contracts that do not meet the exemption criteria for being recognised as a derivative (that is, that are not deemed to be for own use). According to IAS 39, only contracts not designed for physical delivery may be measured at market price. AAK's business model permits (enables) the net settlement of purchase and sales contracts entered into for physical delivery. Derivatives that are not used as hedging instruments for which hedge accounting is applied are recognised at fair value in the income statement.
Changes in fair value of a derivative that has been formally identified for hedging of fair value and meets the conditions for hedge accounting are recognised on the same line in the income statement as any change in fair value attributable to the hedged risk for the hedged asset or liability. The Group applies hedging of fair value for raw materials and foreign currency in sales and purchase contracts. The gain or loss attributable to the ineffective portion is recognised with immediate effect in profit or loss in "Raw materials and consumables and changes in inventory".
The effective portion of changes in fair value in a derivative instrument, identified as a cash flow hedge and that fulfils the conditions for hedge accounting, is recognised in other comprehensive income. The gain or loss attributable to the ineffective part is recognised with immediate effect in the income statement, item "Other financial items".
Amounts in equity are reversed to the income statement. for those periods during which the hedged item affects profit or loss (e.g. when the forecast sale that is hedged takes place). The gain or loss that is attributable to the effective portion of an interest rate swap that hedges variable-rate borrowing is recognised in the income statement, item "Financial expenses". The gain or loss attributable to the ineffective portion is recognised in the income statement item "Other financial items". If a hedge of a forecast transaction subsequently leads to the recognition of a non-financial asset (e.g. inventory or property, plant and equipment), the gains and losses previously recognised in equity are transferred from equity and included in the initial cost of the asset. Such transferred amounts will later be recognised in "Cost of goods sold" where they relate to inventory or in "Depreciation" where they relate to non-current assets.
When a hedging instrument matures or is sold, or when the hedge no longer qualifies for hedge accounting and accumulated gains or losses relating to the hedge are booked in equity, these gains/losses remain in equity and are recognised in profit or loss when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to take place, the accumulated profit or loss recognised in equity is immediately transferred to the "Other operating income" item in the income statement.
The fair value of instruments that do not have listed prices is determined using valuation techniques such as discounted cash flow models, in which all assessed and determined cash flows are discounted using a zero coupon yield curve.
The fair value of derivatives is determined using valuation techniques. The valuation is based on models that discount cash flows using forward curves for underlying variables such as raw materials and exchange rates. The assessed and determined cash flows are discounted by a zero coupon interest rate curve. The Group's credit risk is taken into consideration in the valuation at fair value.
Accounts receivables are recognised initially at fair value and thereafter at amortised cost using the effective interest method, less provisions for impairment. Provision for impairment of accounts receivables is recognised when there is objective evidence that the Group will not receive all the cash flow due according to the original amounts of the receivables. Provisions are measured as the difference between the assets' carrying amount and the present value of future cash flows discounted at the financial asset's original effective interest rate. Such provisions are recognised in the income statement as "Other external expenses".
Ordinary shares are classified as share capital. Transaction expenses that are directly attributable to new share issues or options are recognised, net of tax, in equity as a deduction from the proceeds.
Borrowings are initially recognised at fair value, net of transaction costs. Borrowings are subsequently stated at amortised cost and any difference between proceeds (net of transaction costs) and redemption value is recognised in the income statement, allocated over the period of the borrowing using the effective interest method.
Accounts payables are initially recognised at fair value and subsequently at amortised cost using the effective interest method.
Provisions are recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of past events, and it is more likely than not that an outflow of resources will be required to settle the obligations and the amount can be estimated reliably. No provisions are made for future operating losses. If the effect of when in time payment is made is significant, provisions are calculated through discounting the expected future cash flow at an interest rate before tax that reflects current market assessments of the time value of money and, if applicable, the risks associated with the debt.
A provision for restructuring is recognised when the Group has adopted a comprehensive and formal restructuring plan, and the restructuring has either been started or published.
Tax expenses for the period comprise both current tax due and deferred income tax. Tax is recognised in the income statement, apart from when tax is attributable to items recognised in other comprehensive income or directly in equity. In such cases, tax is also recognised in other comprehensive income. Income tax is determined using the tax rules that have been enacted or announced by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Tax expenses stated include both current tax due and deferred income tax.
Deferred tax is provided in full, using the liability method, on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the balance sheet. The principal temporary differences arise from depreciation of property, plant and equipment, provisions for pensions and other post-retirement benefits and tax losses carried forward. The tax rates enacted in each country are used in determining deferred income tax.
Deferred income tax assets for tax-deductible temporary differences and loss carry-forwards are recognised only to the extent it is likely that it will be possible to utilise these items. The value of deferred tax assets is derecognised when it is no longer deemed likely that they can be utilised.
Deferred income tax assets are recognised on temporary differences arising from investments in subsidiaries, except where the timing of the reversal of the temporary differences is controlled by the Group and it is probable that the difference will not be reversed in the foreseeable future.
Cash equivalents comprise balances with less than three months' maturity, including cash, bank deposits and other current securities.
Payments in and out have been divided up into three categories: operating activities, investing activities and financing activities. The indirect method is used for flows from operating activities.
The changes during the year in operating assets and operating liabilities have been adjusted for the effects of changes in exchange rates. Acquisitions and disposals are recognised under investing activities. The assets and liabilities that acquired and divested companies had at the time of the change are not included in the analysis of the changes in operating capital, nor in changes to balance sheet items recognised under investing and financing activities.
The calculation of earnings per share is based on the consolidated profit attributable to the Parent's shareholders and the weighted average number of shares outstanding during the year.
When determining earnings per share after dilution, a company must base its calculations on the company's shares and stock options which could result in dilution being exercised. Compensation from these instruments will be deemed to have been received from the issuing of ordinary shares at the average market price for ordinary shares during the period. The difference between the number of issued ordinary shares and the number of ordinary shares that should have been issued at the average market price for ordinary shares during the period shall be treated as an issue of ordinary shares without consideration. According to paragraph 47 of IAS 33, options and stock options only have a dilutive effect when the average market price for ordinary shares during the period exceeds the exercise price for options or stock options.
Pricing between Group companies is carried out on market terms.
The dividend to shareholders in the Parent is recognised as a liability in the consolidated financial statements in the period when the dividend was approved by the shareholders.
The Parent company has prepared its financial statements in accordance with the Swedish Annual Accounts Act and the Swedish Financial Reporting Board's recommendation RFR 2 'Accounting for legal entities'. No differences with the Group's accounting policies have been identified.
The AAK Group's operations are exposed to various financial risks, including market price risks (on raw materials, currencies and interest rates), liquidity risk and credit risk. Since our products are sold throughout the world, our sales revenues are exposed to market fluctuations in the exchange rates of the currencies involved. Moreover, the Group buys its raw materials on international markets, so its cost of raw materials is exposed to market fluctuations in both the price of the raw materials and the exchange rates of the currencies involved.
Exposure to such significant financial risks makes managing these risks a significant factor in successful operations. We believe that we are largely successful in managing risks owing to the policies and procedures established for the Group.
The Group's management of price risk and other risks related to purchasing of raw materials is regulated by AAK's policy and principles on the management of market risk for raw materials, while currency risks and other financial risks are regulated by AAK's financial policy and principles. Policies and principles are established by AAK's Board of Directors, which also monitors, evaluates and updates these policies and principles annually.
The Group's annual costs for raw materials are two-thirds of the sales value of the finished products. AAK hedges both operational raw material price risk and the underlying operational currency risk when sales agreements are signed with customers.
Raw material prices fluctuate, so the Group has assigned a high priority to raw material procurement and to managing this exposure. Raw material procurement is managed by the Group procurement organization, which continually monitors and controls raw material market exposure for the Group. However, to maintain an effective organization, the Group's procurement organization is permitted to take limited price risks within the framework of our trading policy established by the Board of Directors. Since these raw material positions are managed appropriately, AAK's profitability is affected only marginally by price changes. The effect on total sales and requirements for working capital is, however, significantly larger.
Hedge contracts are used to hedge raw material price risk. We hedge inventory and sales contracts using standard commodity futures traded on commodity exchanges, or using OTC hedge contracts or physical purchase contracts.
Exotic raw materials (of which shea is by far the most important) must be sourced when they are available right after the harvest season. No efficient hedge market exists for exotic raw materials. Therefore the Group is typically left with a significant unhedged volume of exotic raw materials in the months following the harvest season. The Group endeavours to limit this exposure by entering into new exotic-raw-material-based sales contracts during the months in which the exotic raw materials are sourced.
AAK uses fair-value hedge accounting on stocks of oils and fats.
| (Thousand tons) | Inventory | Sales contracts | Purchase contracts | Net exposure |
|---|---|---|---|---|
| Oils and fats | 212 | -873 | 666 | 5 |
| Exposure to raw material price risk, December 31, 2014 |
| (Thousand tons) | Inventory | Sales contracts | Purchase contracts | Net exposure |
|---|---|---|---|---|
| Oils and fats | 188 | -870 | 688 | 6 |
Sensitivity analysis – raw materials (excluding exotic raw materials)
With the stocks and commercial contracts hedged by raw material hedge contracts, leaving a very limited net exposure, changes in raw material prices have no significant effect on the Group's profit margin. A 10 percent change in all raw material prices would therefore have a negligible effect on Group operating profit, even though the annual effect on net sales is ± SEK 1,500 million (1,370) and ± SEK 300 million (300) on working capital.
As explained above, our policies and procedures for risk management in general imply that our profit margin is not affected by changes in raw material prices. However, AAK cannot eliminate its exposure to market price fluctuations in relation to rapeseed crushing. The crushing margin (oil plus meal value less seed price) can vary over time and can thereby directly affect profitability within the Technical Products & Feed business area.
A significant portion of the Group's buying and selling of raw materials is denominated in foreign currency. Moreover, most of the Group's operational subsidiaries are located outside Sweden. Changes in exchange rates therefore affect AAK in several ways:
AAK hedges all its currency transaction risks. Payment for all sales contracts is thus hedged in the local currency of the subsidiaries that have entered into such sales contracts. Exchange rate risk related to translating equity and profit/loss in our foreign subsidiaries to SEK is not hedged.
| Sales | Purchase | Currency contracts | |||||
|---|---|---|---|---|---|---|---|
| SEK million | Assets | Liabilities | contracts | contracts | Sold | Bought | Net exposure |
| USD | 1,770 | -2,726 | 785 | -235 | -1,765 | 2,143 | -28 |
| EUR | 1,087 | -985 | 1,236 | -150 | -1,515 | 366 | 38 |
| Other | 826 | -833 | 359 | -20 | -3,616 | 3,305 | 22 |
| Total | 3,683 | -4,544 | 2,380 | -405 | -6,896 | 5,814 | 32 |
| Sales | Currency contracts | Net | ||||||
|---|---|---|---|---|---|---|---|---|
| SEK million | Assets | Liabilities | contracts | Purchase contracts |
Sold | Bought | exposure | |
| USD | 1,735 | -2,538 | 1,317 | -948 | -1,299 | 1,747 | 14 | |
| EUR | 916 | -882 | 1,179 | -384 | -1,131 | 274 | -27 | |
| Other | 376 | -125 | 520 | -9 | -4,150 | 3,442 | 54 | |
| Total | 3,027 | -3,544 | 3,016 | -1,341 | -6,580 | 5,464 | 41 |
With all foreign currency transaction risk hedged by currency hedge contracts, leaving a very limited net exposure, changes in foreign currencies will have an insignificant effect on each subsidiary's profit margin. However, changes in foreign currencies relative to SEK do affect Group profit when the profit of each foreign subsidiary is translated into SEK. A 10 percent change in the exchange rates of all foreign currencies relative to SEK would have an effect of ± SEK 150 million (100) on Group operating profit. Furthermore, a 10 percent change in the exchange rates of all foreign currencies relative to SEK would affect Group net sales by SEK 1,400 million (1,200) and Group net working capital by SEK 300 million (290).
AAK's policy on interest rate risk management is to minimise volatility in cash flow and net profit caused by fluctuations in interest rates. However, during abnormal market conditions – e.g. a financial crisis – short-term interest rates can rise to extreme levels. In order to protect the Group's interest costs against such abnormal scenarios, the interest rate on part of the Group's net interestbearing debt can be fixed or capped.
At year-end 2015, the Group's interest-bearing net debt, including pensions, amounted to SEK 2,083 million (2,508). AAK has applied cash flow hedging with interest rate swaps since October 1, 2011.
Effective interest rate on debt to banks and credit institutions at balance sheet date (* incl. interest rate swaps)
| SEK | DKK | USD | CNY | TRY | BRL | INR | |
|---|---|---|---|---|---|---|---|
| 2015 | 1.66* | 0.59 | 1.01 | 5.55 | 13.75 | 14.00 | 8.00 |
| 2014 | 1.99* | 1.12 | 0.10 | 5.88 | 12.50 | - | - |
Sensitivity analysis – Interest rates
At the closing date, the Group had a floating-rate-based net debt of SEK 960 million (862). A 1 percent change in interest rates would therefore have a full-year effect of SEK 10 million (9) on the Group's interest costs before tax.
AAK's policy on capital structure is to maximise debt financing, though not to a level that would threaten the Company's position as an investment grade company.
| AAK's target key ratios are as follows: | Target | 2015 | 2014 |
|---|---|---|---|
| Net interest-bearing debt/EBITDA | < 3.0 | 1.13 | 1.50 |
This target level is considered to be relatively conservative and contributes to ensuring that AAK will be able to retain its high credit rating.
The Group's policy is to allocate total net borrowings per subsidiary relative to each subsidiary's share of the Group's free cash flow. This minimises the currency risk in relation to the Group's ability to pay interest on and amortise its borrowings, which in turn strengthens the Group's debt capacity.
| SEK million | 2015 | 2015 |
|---|---|---|
| SEK | 954 | 935 |
| DKK | 468 | 647 |
| USD | 441 | 734 |
| CNY | 73 | 54 |
| TRY | 195 | 176 |
| BRL | 66 | - |
| INR | 193 | - |
| Other | 29 | 82 |
| Total | 2,419 | 2,628 |
Liquidity risk concerns the Group's ability to meet its financial commitments as they fall due.
The table below shows all of the Group's financial commitments, listed by the earliest contractual maturity date at the balance sheet date. All liabilities to banks and credit institutions are based on variable interest rates, which means the year-end carrying value reflects the present value of these liabilities. All liabilities in foreign currency are translated into SEK at year-end closing rates.
| Between | Between | ||||
|---|---|---|---|---|---|
| Total | Less than | 1 and 2 | 2 and 5 | More than | |
| amount | 1 year | years | years | 5 years | |
| Non-current liabilities | |||||
| Financial liabilities | |||||
| Liabilities to banks and credit institutions | 2,132 | 375 | - | 1,432 | 325 |
| Other non-current liabilities | 226 | - | - | - | 226 |
| Total non-current liabilities | 2,358 | 375 | - | 1,432 | 551 |
| Interest on liabilities to banks and credit institutions | 495 | 11 | - | 299 | 185 |
| Total non-current liabilities and interest | 2,853 | 386 | - | 1,731 | 736 |
| Current liabilities | |||||
| Financial liabilities | |||||
| Liabilities to banks and credit institutions | 287 | 287 | - | - | - |
| Accounts payables | 2,383 | 2,383 | - | - | - |
| Derivative financial instruments | 304 | 304 | - | - | - |
| Accrued expenses | 672 | 672 | - | - | - |
| Other current liabilities | 135 | 135 | - | - | - |
| Total current liabilities | 3,781 | 3,781 | - | - | - |
| Interest on liabilities to banks and credit institutions | 1 | 1 | - | - | - |
| Total current liabilities and interest | 3,782 | 3,782 | - | - | - |
| Less than | Between | Between | More than | ||
|---|---|---|---|---|---|
| Total amount | 1 year | 1 and 2 years | 2 and 5 years | 5 years | |
| Unused credit facilities | 3,766 | 375 | - | 3,391 | - |
| Between | Between | ||||
|---|---|---|---|---|---|
| Total | Less than | 1 and 2 | 2 and 5 | More than | |
| amount | 1 year | years | years | 5 years | |
| Non-current liabilities | |||||
| Financial liabilities | |||||
| Liabilities to banks and credit institutions | 2,538 | - | 32 | 2,099 | 407 |
| Other non-current liabilities | 24 | - | - | - | 24 |
| Total non-current liabilities | 2,562 | - | 32 | 2,099 | 431 |
| Interest on liabilities to banks and credit institutions | 439 | 76 | 76 | 226 | 61 |
| Total non-current liabilities and interest | 3,001 | 76 | 108 | 2,325 | 492 |
| Current liabilities | |||||
| Financial liabilities | |||||
| Liabilities to banks and credit institutions | 89 | 89 | - | - | - |
| Accounts payables | 2,244 | 2,244 | - | - | - |
| Derivative financial instruments | 281 | 281 | - | - | - |
| Accrued expenses | 587 | 587 | - | - | - |
| Other current liabilities | 161 | 161 | - | - | - |
| Total current liabilities | 3,362 | 3,362 | - | - | - |
| Interest on liabilities to banks and credit institutions | 1 | 1 | - | - | - |
| Total current liabilities and interest | 3,363 | 3,363 | - | - | - |
| Total amount | Less than 1 year |
Between 1 and 2 years |
Between 2 and 5 years |
More than 5 years |
|
|---|---|---|---|---|---|
| Unused credit facilities | 3,428 | - | - | 3,428 | - |
The Group's cash and cash equivalents of SEK 459 million, available credit facilities of SEK 3,766 million and future cash generated by the business are together deemed sufficient for the Group to meet its financial commitments.
The Company is exposed to credit risk primarily in relation to accounts receivables and customer contracts. Risk in the latter case is represented by customers' failure to meet their commitments due to changes in market prices.
Generally, AAK's credit risks are significantly limited due to the stable, long-term business relationships we have with our customers and suppliers.
The customer structure for the Group is such that its single-largest customer is responsible for less than 5 percent of its total sales, and the average customer corresponds to less than 1 percent.
Nearly a quarter of the Group's sales occur in countries where the political and commercial risks are deemed to be higher than in Western economies. However, we experience only a limited need for impairments even in these countries. This is largely due to the fact that a significant portion of our business in these countries is with large multinational companies that also do business worldwide. The partners with whom we do business are also primarily companies with which we have stable, long-term relationships.
Each business segment is responsible for managing its customer credit risks, while our large production facilities are responsible for managing their counterparty risk in relation to raw material procurement.
| 2015 | 2014 | |
|---|---|---|
| Provisions at January 1 | 23 | 23 |
| Provisions for potential losses | 2 | 3 |
| Unused amount reversed | 0 | -3 |
| Exchange differences | 0 | 0 |
| Provisions at December 31 | 25 | 23 |
Provisions for impairments are entirely related to accounts receivables. Total accounts receivables excluding provisions were SEK 2,401 million (2,497).
| SEK million | 2015 | 2014 |
|---|---|---|
| 1-30 days | 334 | 335 |
| 31-120 days | 52 | 115 |
| 121-360 days | 1 | 2 |
| Over 360 days | 0 | 0 |
| 387 | 452 |
The Group has three classes of financial instruments (hedging instruments): raw material hedge contracts, currency hedge contracts and interest rate hedge swaps. In December 2015 the Group only had derivative financial instruments that were measured at fair value. The fair value of the derivative financial instruments is measured using valuation methods and observable market data (methodology: level 2). The valuation methods applied are described in the accounting policy.
| As at December 31, 2015 | Assets and liabilities measured at fair value through the income statement |
Derivatives held for hedging purposes |
Derivatives measured at fair value through equity |
||||
|---|---|---|---|---|---|---|---|
| SEK million | Carrying amount |
Valuation level |
Carrying amount |
Valuation level |
Carrying amount |
Valuation level |
Total |
| Sales and purchase contracts | 256 | 2 | 256 | ||||
| Currency hedge contracts | 103 | 2 | 103 | ||||
| Interest rate hedge swaps | 3 | 2 | 3 | ||||
| Fair value of changes in inventories | 102 | 2 | 102 | ||||
| Total assets | - | 461 | 3 | 464 | |||
| Sales and purchase contracts | 188 | 2 | 188 | ||||
| Currency hedge contracts | 90 | 2 | 90 | ||||
| Interest rate hedge swaps | 40 | 2 | 40 | ||||
| Fair value of changes in inventories | -14 | 2 | -14 | ||||
| Total liabilities | - | 264 | 40 | 304 |
| As at December 31, 2014 | Assets and liabilities measured at fair value through the income statement |
Derivatives held for hedging purposes |
Derivatives measured at fair value through equity |
||||
|---|---|---|---|---|---|---|---|
| SEK million | Carrying amount |
Valuation level |
Carrying amount |
Valuation level |
Carrying amount |
Valuation level |
Total |
| Sales and purchase contracts | 329 | 2 | 329 | ||||
| Currency hedge contracts | 152 | 2 | 152 | ||||
| Interest rate hedge swaps | 2 | 2 | 2 | ||||
| Fair value of changes in inventories | 20 | 2 | 20 | ||||
| Total assets | - | 501 | 2 | 503 | |||
| Sales and purchase contracts | 144 | 2 | 144 | ||||
| Currency hedge contracts | 111 | 2 | 111 | ||||
| Interest rate hedge swaps | 50 | 2 | 50 | ||||
| Fair value of changes in inventories | -25 | 2 | -25 | ||||
| Total liabilities | - | 230 | 50 | 280 |
Foreign currency contracts and the foreign currency components in sales and purchase contracts are valued at actual market foreign currency forward rates. The raw material price components in sales and purchase contracts are valued at actual market forward prices for identical or similar raw materials. Inventory is valued at actual market spot prices for identical or similar raw materials. Interest rate swap contracts are valued at actual market interest rates.
Future contracts, and purchase and sales contracts not deemed to be assets for own use are used for hedging, which means that they cannot be exempted from derivative accounting. Since the quality of the underlying raw materials used for hedging differs from the quality of the hedged raw materials, some inefficiency is likely. AAK minimises this inefficiency by reducing the basis risk between hedged raw material risks and the underlying raw materials used as hedging contracts. Due to the basis risk involved, AAK uses the "dollar offset" method for testing the hedge efficiency of the fair value of raw materials. Hedge efficiency testing in 2015 confirmed that the fair-value hedge of raw materials qualifies for hedge accounting. Hedge efficiency for the 2015 full year was 106 percent (97).
The hedging instruments used are future contracts and purchase contracts. As the currency risk of the hedge instruments is identical to the currency risk of the hedged contracts, no material basic risk exists. AAK therefore only uses the "critical match" method to test the hedge efficiency of currency risk on sales contracts that qualify for own use exemption and that may consequently be exempted from derivative accounting. The hedge efficiency testing in 2015 confirmed a perfect critical match.
The hedging instruments used are interest rate swaps, with AAK paying a fixed rate and receiving a floating rate. Some minor hedge inefficiency exists, as the fixing dates on the floating rate received on the hedge do not perfectly match the fixing dates on the floating rate paid on our loans. Due to this minor hedge inefficiency, AAK uses the dollar offset method for retrospective measuring of hedge efficiency of the cash flow hedge of floating-rate loans. Hedge efficiency testing in 2015 confirmed that the cash flow hedge of floating-rate loans qualifies for hedge accounting. At the 2015 year-end there was an unrealised loss of SEK 8 million (5) on hedge instruments.
The risk management procedures and net exposures relating to raw material and foreign currency are described in more detail under "Raw material price risk" and "Exposure to foreign currency".
In preparing these financial statements, the Group management and Board of Directors must make estimates and assumptions that affect the recognised amounts of assets and liabilities, revenues and expenses, and other information, especially regarding contingent liabilities. The estimates and assumptions for accounting purposes dealt with in this section are deemed the most critical for a proper understanding of the financial statements, in view of their degree of significance in judgements and uncertainty. Our estimates and assumptions in this regard change as the circumstances for AAK's operations change.
The Group tests goodwill for any impairment on an annual basis or whenever events or objective circumstances indicate that the fair value of acquisition-related goodwill may have declined – for example, because of changes in the business climate or decisions to dispose of or discontinue certain operations. To determine whether the value of goodwill has decreased, the cashgenerating unit to which the goodwill is attributable must be valued and this is done by discounting the cash flow of the unit. In applying this method, the Company relies on several factors, such as profit/loss, business plans, financial forecasts and market data (see also Note 15).
AAK's property, plant and equipment and intangible non-current assets, excluding goodwill, are recognised at cost less accumulated amortisation/depreciation and any impairment. Besides goodwill, AAK recognises no intangible assets with unlimited useful life. Depreciation/amortisation is applied over the estimated useful life to an estimated residual value. Both the useful life and residual value are reviewed at least once at the end of each financial period.
The carrying amount of the Group's non-current assets is tested whenever events or changes in circumstances indicate that the carrying amount cannot be recovered. The carrying amount of intangible assets not yet finished for use is tested each year. If such an analysis indicates that the carrying amount is too high, the recovery value of the asset is established, which is either the net sales value or the value in use, whichever is greatest. Value in use is measured as the expected future discounted cash flow from the assets or the cash-generating unit to which the asset belongs.
The Group is liable to pay taxes in many countries. Extensive reviews and testing are necessary to establish worldwide provisions for income tax liabilities. There are many transactions and calculations for which the final tax is uncertain. The Group recognises a liability for anticipated tax audit issues based on assessment of whether an additional tax liability will arise. In cases where the final tax for these matters differs from the amounts first recognised, these differences will impact current and deferred tax assets and tax liabilities in the period when these determinations are made.
As previously announced, arbitration proceedings began in 2014 at the International Court of Arbitration (ICC) with the company Enzymotec Ltd in relation to certain contentious issues under the shareholder agreement made on June 14, 2007 for the joint venture company Advanced Lipids AB. The arbitration tribunal made its decision in early 2016. Enzymotec's claim was rejected in its entirety, as was AAK's claim against Enzymotec concerning the liability for damages fixed.
According to our best assessment, neither the Parent nor any subsidiary is currently involved in any legal proceedings or arbitration proceedings that are deemed to have any significant negative impact on the business, its financial position or its performance.
Future contracts or fixed price contracts are used to hedge raw material price risk. Moreover, the Group employs currency hedging on all of its transaction risks. This means that the gross contribution of every sales contract is hedged. As part of internal monitoring, the market value of all sales contracts and raw material purchases (including inventory) is valued with respect to both raw material prices and currency prices, which is not possible under IAS 39 without applying hedge accounting based on fairvalue hedging.
The majority of purchase and sales contracts for physical delivery are deemed to be derivative instruments and are valued at fair value in the income statement. See also note 2.
The present value of pension obligations depends on multiple factors determined on an actuarial basis using a number of assumptions. The assumptions used to determine net cost (income) for pensions include the discount rate. Each change in these assumptions will affect the carrying amount of pension obligations.
The Group determines a suitable discount rate at the end of each year. This is the rate used to determine the present value of assessed future payments that are expected to be demanded to settle the pension obligations. When determining a suitable discount rate, the Group considers the interest rates of high-quality mortgage bonds that are denominated in the currency in which the benefits will be paid, and that have terms of maturity equivalent to the assessments for the pension obligation in question.
A provision for restructuring is recognised when the Group has adopted a comprehensive and formal restructuring plan, and the restructuring has either been started or published. No provisions are made for future operating expenses.
| Group | Parent | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Audit | ||||
| PwC | 6,752 | 5,736 | 1,078 | 1,079 |
| Other | 280 | 282 | - | - |
| Subtotal, audit | 7,528 | 6,018 | 1,078 | 1,079 |
| Other audit assignments | ||||
| PwC | 1,428 | 592 | - | 110 |
| Other | - | - | - | - |
| Subtotal, other audit assignments | 2,317 | 592 | - | 110 |
| Tax consulting | ||||
| PwC | 1,272 | 580 | - | - |
| Other | 25 | - | - | - |
| Subtotal, tax consulting | 1,297 | 580 | - | - |
| Other assignments | ||||
| PwC | 10,793 | 8,166 | 8,207 | 7,138 |
| Other | 101 | 46 | - | - |
| Subtotal, other assignments | 10,894 | 8,212 | 8,207 | 7,138 |
| Total | 22,036 | 15,402 | 9,285 | 8,327 |
The audit assignment refers to fees for the statutory audit, i.e. work that has been necessary in order to issue the Auditors' Report, and what is referred to as audit consulting, which is submitted in conjunction with the audit assignment.
| Group | Parent | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Wages and salaries | 1,199,644 | 1,011,716 | 58,790 | 46,263 |
| Social security contributions | 324,581 | 274,580 | 26,907 | 24,738 |
| (of which pension costs) | (101,692) | (89,786) | (9,305) | (8,211) |
SEK 5 million (4) of the Group pension costs relates to the Board of Directors, the CEO and other senior managers.
| 2015 | 2015 | 2014 | 2014 | |||
|---|---|---|---|---|---|---|
| Board of Directors, CEO Other and other senior managers employees |
Board of Directors, CEO and other senior managers |
Other employees |
||||
| Wages and salaries |
Of which variable remunera tion |
Wages and salaries 30,920 |
Wages and salaries |
Of which variable remunera tion |
Wages and salaries |
|
| Parent, Sweden | 27,870 | 11,311 | 21,647 | 5,894 | 24,616 | |
| Subsidiaries, Sweden | 1,323 | 189 | 278,307 | 2,350 | 291 | 262,501 |
| 29,193 | 11,500 | 309,227 | 23,997 | 6,185 | 287,117 | |
| Foreign subsidiaries: | 35,072 | 4,475 | 826,152 | 28,480 | 3,179 | 672,122 |
| Group total | 64,265 | 15,975 | 1,135,379 | 52,477 | 9,364 | 959,239 |
| Average number | 2015 | 2015 | 2015 | 2014 | 2014 | 2014 |
|---|---|---|---|---|---|---|
| of employees | Number of | Of which | Of which | Number of | Of which | Of which |
| employees | men | women | employees | men | women | |
| Parent, Sweden | 25 | 17 | 8 | 26 | 18 | 8 |
| Subsidiaries in Sweden | 543 | 408 | 135 | 533 | 407 | 126 |
| 568 | 425 | 143 | 559 | 425 | 134 | |
| Foreign subsidiaries: | ||||||
| United Kingdom | 426 | 338 | 88 | 447 | 359 | 88 |
| USA | 392 | 304 | 88 | 385 | 295 | 90 |
| Mexico | 371 | 302 | 69 | 373 | 308 | 65 |
| India | 284 | 257 | 27 | - | - | - |
| Denmark | 192 | 142 | 50 | 208 | 157 | 51 |
| Colombia | 147 | 90 | 57 | 145 | 88 | 57 |
| Belgium | 92 | 73 | 19 | 89 | 69 | 20 |
| Netherlands | 84 | 67 | 17 | 80 | 63 | 17 |
| Turkey | 44 | 33 | 11 | 49 | 37 | 12 |
| China | 38 | 21 | 17 | 27 | 15 | 12 |
| Brazil | 34 | 22 | 12 | 15 | 9 | 6 |
| Malaysia | 23 | 7 | 16 | 23 | 6 | 17 |
| Uruguay | 14 | 6 | 8 | 12 | 4 | 8 |
| Russia | 13 | 5 | 8 | 13 | 5 | 8 |
| Singapore | 4 | 3 | 1 | - | - | - |
| Poland | 4 | 2 | 2 | 4 | 2 | 2 |
| Lithuania | 2 | 1 | 1 | 3 | 2 | 1 |
| Ghana | 2 | 2 | - | 2 | 2 | - |
| Czech Republic | 2 | 1 | 1 | 2 | 1 | 1 |
| Germany | 1 | - | 1 | 2 | 1 | 1 |
| Norway | 1 | 1 | - | 1 | 1 | - |
| 2,170 | 1,677 | 493 | 1,880 | 1,424 | 456 | |
| Group total | 2,738 | 2,102 | 636 | 2,439 | 1,849 | 590 |
| 2015 | 2015 | 2014 | 2014 | |||
| Board members and senior managers |
Total on reporting date |
Of which men (%) |
Total on reporting date |
Of which men (%) |
||
| Group (incl. subsidiaries) | ||||||
| Board members | 169 | 80 | 173 | 87 | ||
| Chief Executive Officer and other senior | ||||||
| managers | 66 | 86 | 65 | 95 | ||
| Parent company | ||||||
| Board members 1) | 6 | 50 | 6 | 50 | ||
| Chief Executive Officer and other | ||||||
| senior managers | 6 | 66 | 4 | 75 |
1) And two employee representatives, one of which is male.
The principles for the remuneration of senior managers (Group management) at AAK, in both the Parent company and the Group, are designed to ensure that AAK can offer internationally competitive remuneration that can attract and retain qualified managers.
Compensation of the Chief Executive Officer and other senior managers is considered by the Remuneration Committee of the Board of Directors and all decisions are made by the Board as a whole.
Total remuneration includes salary, annual variable remuneration, pension, car allowance, and termination benefit. Senior managers have had the opportunity of investing in stock options at market price.
Fixed salary, individually determined and differentiated according to responsibility and performance, is determined on competitive principles and reviewed annually. The applicable date for the annual performance review is January 1.
Annual variable remuneration is based on meeting set targets determined on an annual basis. These targets are related to the performance of the Company. Senior management are entitled to up to 110 percent of their annual fixed salary in variable remuneration.
The Group introduced an incentive programme for senior managers and key personnel within the Group in 2010. 1,500,000 stock options entitling holders to subscribe for the corresponding number of new shares in AAK AB, whereby the share capital may be increased by up to SEK 15,000,000. A total of 1,390,300 new shares were subscribed for during the period, and the share capital increased by SEK 13,903,000. The incentive programme ended in December 2015.
Stock options have been issued for market-based consideration of SEK 21 per stock option. Each stock option entitles the holder to subscribe for one (1) new share in AAK AB with a quota value of SEK 10. The subscription for shares in AAK AB through the use of share warrants took place during the period from December 1, 2013 up to and including December 1, 2015. 569,400 new shares were registered in 2015 via a new share issue.
The programme resulted in dilution of 3.4%, calculated as the number of additional shares in relation to the number of existing shares plus additional shares. Senior managers and key personnel have purchased stock options at market value, valued in accordance with Black & Scholes.
Pensions for senior management are in line with the Swedish KTP plan (corresponding to ITP).
The Company has separate agreements with the Chief Executive Officer and senior managers for termination compensation of one year's salary (fixed cash amount per month x 12 months) on termination by the Company. Neither the Chief Executive Officer nor any senior manager can independently assert the right to termination compensation.
The period of notice of termination by the Chief Executive Officer and senior managers is agreed as 6 months. Termination notice by the Company is agreed as 12 months.
Fees are paid to the elected members of the Board in accordance with a resolution of the Shareholder's Annual General Meeting. This is distributed between the members as decided by the Board of Directors.
No other compensation or benefits have been paid to members of the Board, except travel expenses. The CEO, the secretary to the Board and employee representatives to the Board do not receive any compensation other than for costs in connection with their participation in Board activities.
Under a resolution of the Annual General Meeting, total compensation of elected external members of the Board is set at SEK 2,385,000, including compensation for committee work. Of this amount, the Chairman receives SEK 620,000 and each other external member receives SEK 310,000. Compensation for committee work is distributed, in accordance with a decision of the AGM, as SEK 250,000 to the Chairman of the Audit Committee, SEK 125,000 to other members of the Audit Committee, SEK 100,000 to the Chairman of the Remuneration Committee, and SEK 50,000 to other members of the Remuneration Committee.
| Salary/Board of | Annual | Other | |||
|---|---|---|---|---|---|
| SEK | Directors' fees | variable salary | benefits2) | Pension cost | Total |
| Board of Directors | |||||
| Melker Schörling, Chairman | 720,000 | - | - | - | 720,000 |
| Ulrik Svensson | 610,000 | - | - | - | 610,000 |
| Lillie Li Valeur | 435,000 | - | - | - | 435,000 |
| Marianne Kirkegaard | 310,000 | - | - | - | 310,000 |
| Märta Schörling | 310,000 | - | - | - | 310,000 |
| Subtotal for Board | 2,385,000 | - | - | - | 2,385,000 |
| Senior Managers | |||||
| Arne Frank, Chief Executive Officer | 9,085,739 | 6,060,447 3) | 196,193 | 2,706,162 | 18,048,541 |
| Other senior managers | 32,400,890 | 19,783,680 3) | 2,946,768 | 3,591,180 | 58,722,519 |
| Subtotal, senior managers | 41,486,629 | 25,844,127 | 3,142,961 | 6,297,342 | 76,771,060 4) |
| Total | 43,871,629 | 25,844,127 | 3,142,961 | 6,297,342 | 79,156,060 5) |
1) Refers to items carried as an expense in 2015.
2) Other benefits refer primarily to company cars.
3) Charged in the income statement in 2015 and estimated to be paid in 2016. During the year, variable remuneration expensed in 2014 of SEK 9,592,942 was paid.
4) Refers to the following for 2015: Anne Mette Olesen, Carla Leilani Packness, (as from May 2015), David Smith, Fredrik Nilsson, Gerardo Garza López de Hereida, Jan Lenferink (as from March 2015), Jens Wikstedt, Karsten Nielsen, Octavio Díaz de Léon, Renald Mackintosh, Terry Thomas and Torben Friis Lange.
5) Of the amount of SEK 79,156,060 SEK 38,526,640 relates to the Parent company, AAK AB.
Arne Frank, President and Chief Executive Officer, is currently paid an annual fixed salary of SEK 9,085,739 plus the value of a company car. In addition, variable remuneration may be paid up to a maximum of 110 percent of the fixed salary. In 2015, SEK 6,060,447 was carried as an expense for variable remuneration. Arne Frank's retirement age is 65. To fund the pension obligation, the Company pays annual premiums to a selected insurance company. This premium is set in the Company's agreement with Arne Frank at 30 percent of his annual fixed salary. The retirement age for other senior managers is 65 years.
The Group maintains defined benefit retirement plans in which employees earn the right to payment of benefits after completing their employment, based on their final salary and period of service. These defined benefit retirement plans exist primarily in Sweden and the Netherlands. There are further commitments for retirement and survivors' pensions for managers and officers in Sweden that are insured through Folksam (Folksam Kooperativa tjänstepensioner).
The obligations for retirement and survivors' pension for professional employees in Sweden are insured through policies with Alecta or correspondingly in Folksam (Folksam Kooperativa tjänstepensioner). According to a statement by the Swedish Financial Reporting Board, UFR 3, classification of ITP plans financed via insurance with Alecta, this is a defined benefit plan that involves several different employers. For the period from January 1 to December 31, 2015, AAK AB (publ.) and AAK Sweden AB have not had access to sufficient information to recognise their proportional shares of the plan's obligations, plan assets and costs, which has meant that it has not been possible to recognise the plan as a defined benefit plan. The ITP 2 pension plan that is insured through Folksam is therefore recognised as a defined contribution plan. The premium for the defined benefit retirement and survivors' pension is calculated individually and depends on factors including salary, pension earned previously and expected remaining period of service. Charges for ITP 2 pensions insured through Folksam (Folksam Kooperativa tjänstepensioner) are SEK 14 million (14).
The collective consolidation level consists of the market value of Alecta's assets as a percentage of the estimated insurance commitments, computed using Alecta's actuarial methods and assumptions, which are not in accordance with IAS 19. The collective consolidation level should normally be permitted to vary between 125 and 155 percent. If Alecta's collective consolidation level is below 125 percent or above 155 percent, measures must be taken to create the conditions for the consolidation level to return to the normal range. If the consolidation is low, one measure may be to increase the agreed price for new policies and increasing existing benefits. If the consolidation is high, one measure may be to introduce premium reductions. At year-end 2015, Alecta's and Folksam's surplus in the form of their collective consolidation levels was 153 percent and 119 percent, respectively (143 percent and 126 percent, respectively).
The Group has defined benefit pension plans in Sweden and the Netherlands which come under largely similar regulations. All plans are pension plans based on final salary and give employees covered by the plans benefits in the form of a guaranteed level of pension payments during their lives. The level of the benefits depends on the employees' period of service and salary on retirement. The pension payments in the Swedish and Dutch plans are normally indexed according to the consumer price index. The plans are subject to largely similar risks. Benefits are paid from plans that are secured with foundations. The activities of the foundations are regulated by national regulations and practice which also apply to the relationship between the Group and the administrator (or equivalent) of the foundation's plan assets. Responsibility for monitoring the plans, including investment decisions and contributions, is held jointly by the company and the foundation's board.
| Defined benefit plans | ||
|---|---|---|
| 2015 | 2014 | |
| The amounts recognised in the consolidated balance sheet are determined as follows: |
||
| Present value of funded obligations | 662 | 683 |
| Fair value of plan assets | -534 | -533 |
| 128 | 149 | |
| Defined benefit plans | ||
| 2015 | 2014 | |
| The amounts recognised in consolidated income statement are as follows: | ||
| Costs pertaining to service during the current year | 17 | -32 |
| Interest expenses | 15 | 19 |
| Interest income | -12 | -9 |
| Total, included in employee costs (Note 6) | 20 | -22 |
| Pension costs | ||
| 2015 | 2014 | |
| Total pension costs recognised in the consolidated income statement are as follows: |
||
| Total costs for defined contribution plans including employer's contribution | 82 | 74 |
| Total | 82 | 74 |
| Defined benefit plans | ||
| 2015 | 2014 | |
| Movement in the net liability recognised in the consolidated balance sheet: | ||
| Net liability at start of year | 149 | 121 |
| Net cost recognised in the income statement | 20 | -22 |
| Benefits paid | -9 | -8 |
| Contributions by employer to funded obligations | -10 | -23 |
| Divestment of subsidiary | - | -2 |
| Revaluation of defined benefit pension plans | -19 | 75 |
| Exchange rate differences on foreign plans | -3 | 8 |
| Net liability at year-end | 128 | 149 |
| Defined benefit plans | |||
|---|---|---|---|
| 2015 | 2014 | ||
| Asset distribution in foundation on reporting date (%): | |||
| Fixed income | 27 | 25 | |
| Shares | 15 | 14 | |
| Properties | 4 | 3 | |
| Alternative investments | 54 | 58 |
The entire pension obligation in the Netherlands concerns alternative investments.
| Defined benefit plans | ||||
|---|---|---|---|---|
| 2015 | 2015 | |||
| The Netherlands | Sweden | |||
| The principal actuarial assumptions used on reporting date (%): | ||||
| Discount rate | 2.30 | 2.50 | ||
| Future annual salary increases | 2.50 | 2.50 | ||
| Future annual pension increases | 1.15 | 2.50 | ||
| Employee turnover | 4.00 | 5.00 | ||
| Defined benefit plans | |||
|---|---|---|---|
| 2014 | 2014 | ||
| The Netherlands | Sweden | ||
| The principal actuarial assumptions used on reporting date (%): | |||
| Discount rate | 2.20 | 2.50 | |
| Future annual salary increases | 2.50 | 2.50 | |
| Future annual pension increases | 1.15 | 2.50 | |
| Employee turnover | 4.00 | 5.00 |
Charges for plans for retirement benefits are expected to amount to SEK 20 million in the 2016 financial year.
The weighted average maturity for the pension obligation is 17–19 years.
| Group | Parent | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Insurance compensation | 28 | 38 | - | - |
| Divestment of subsidiary | 46 | 81 | - | - |
| Net non-recurring income, acquisition of CSM Benelux | - | 20 | - | - |
| Other operating income | 120 | 77 | 0 | 0 |
| Total | 194 | 216 | 0 | 0 |
| Group | Parent | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Interest income | 3 | 6 | - | - |
| Share of profit in associated companies | 11 | 9 | - | - |
| Other financial income | 0 | 1 | - | - |
| Group contributions | - | - | 125 | 93 |
| Financial income | 14 | 16 | 125 | 93 |
| Interest expenses | -99 | -97 | -4 | -13 |
| Changes in exchange rates | -10 | -4 | - | - |
| Other financial expenses | -19 | -23 | 0 | -1 |
| Financial expenses | -128 | -124 | -4 | -14 |
| Net financial items | -114 | -108 | 121 | 79 |
| Group | Parent | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Current tax | -290 | -250 | -1 | 0 |
| Deferred tax | -60 | -17 | - | - |
| Total | -350 | -267 | -1 | 0 |
The Group's weighted average underlying tax rate is approximately 26–28 percent. The Group's weighted average tax rate for 2015, based on the tax rates in each of the various countries involved, was 27 percent. The tax rate in Sweden is 22 percent (22).
| Group | Parent | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Profit before taxes | 1,295 | 1,154 | 1 | -4 |
| Weighted average tax rate | ||||
| based on the tax rates in each country | -342 | -280 | 0 | 1 |
| Tax effect of non-deductible expenses | -32 | -23 | -1 | -1 |
| Tax effect of tax-exempt income | 24 | 25 | - | - |
| Net effect of loss carry-forwards | -1 | 0 | - | - |
| Effect of tax rate changes | 1 | 2 | - | - |
| Adjustment for current tax for previous years | - | 9 | - | - |
| Tax expense | -350 | -267 | -1 | 0 |
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset the recognised tax assets and liabilities and when the deferred taxes refer to the same tax authority. The offset amounts are as follows:
| Deferred tax assets | Group | Parent | ||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Tax loss carry-forwards | 17 | 12 | - | - |
| Non-current assets | 19 | 39 | - | - |
| Inventory | 3 | 1 | - | - |
| Current assets | -22 | -13 | - | - |
| Provisions | 45 | 75 | - | - |
| Non-current liabilities | 11 | 0 | - | - |
| Current liabilities | 24 | 17 | - | - |
| At year-end | 97 | 131 | - | - |
| Group | Parent | |||
|---|---|---|---|---|
| Deferred tax liabilities | 2015 | 2014 | 2015 | 2014 |
| Non-current assets | 452 | 305 | - | - |
| Inventory | 7 | 4 | - | - |
| Current assets | 3 | 11 | - | - |
| Provisions | -19 | -13 | - | - |
| Untaxed reserves | - | 6 | - | - |
| Non-current liabilities | 1 | 9 | - | - |
| Current liabilities | 10 | 8 | - | - |
| At year-end | 454 | 330 | - | - |
The Company has no loss carry-forwards not reflected in deferred tax assets.
In addition to deferred tax assets and liabilities, AAK has the following current tax liabilities and tax receivables:
| Group | Parent | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Current tax liabilities | -311 | -143 | 0 | 0 |
| Current tax receivables | 239 | 184 | 5 | 5 |
| Income tax liabilities/tax assets | -72 | 41 | 5 | 5 |
| Group | ||
|---|---|---|
| 2015 | 2014 | |
| Earnings attributable to shareholders of the Parent (SEK million) | 933 | 879 |
| Weighted average number of ordinary shares in issue | 42,079,102 | 41,548,245 |
| Earnings per share, SEK | 22.17 | 21.15 |
| Earnings per share after dilution, SEK | 22.12 | 20.97 |
| Earnings per share after full dilution, SEK | 22.16 | 20.86 |
Earnings per share are calculated for 2015 based on net profit for the year attributable to shareholders in the Parent – SEK 933 million (879) – and on a weighted average number of ordinary shares in issue of 42,079,102 (41,548,245).
The number of shares in the Company increased by 569,400 in 2015 with the exercise of stock options to subscribe for new shares in the Company. The option to subscribe for new shares under the incentive programme adopted previously ended on December 1, 2015.
The calculation of earnings per share is based on a weighted average number of outstanding shares after dilution resulting from outstanding stock options in accordance with IAS 33.
Earnings per share after full dilution have been calculated by dividing the profit for the period by the total number of shares in issue during the period, and by converting all outstanding share options to ordinary shares.
For the 2015 financial year, the Board of Directors and Chief Executive Officer propose the distribution of a dividend in the amount of SEK 7.75 per share. A decision will be made at the Annual General Meeting on May 11, 2016. It is proposed that the record date for the dividend will be May 13 and the dividend is expected to be distributed to shareholders by May 18.
| Patents and other |
|||
|---|---|---|---|
| Group | Goodwill | intangible assets |
Total |
| Cost at January 1, 2014 | 1,115 | 298 | 1,413 |
| Investments | 5 | 23 | 28 |
| Acquired through business combination | 58 | - | 58 |
| Disposals | -8 | -14 | -22 |
| Exchange differences | 157 | 13 | 170 |
| Accumulated cost at December 31, 2014 | 1,327 | 320 | 1,647 |
| Cost at January 1, 2015 | 1,327 | 320 | 1,647 |
| Investments | - | 25 | 25 |
| Acquired through business combination | 230 | 256 | 486 |
| Exchange differences | 10 | -4 | 6 |
| Accumulated cost at December 31, 2015 | 1,567 | 597 | 2,164 |
| Amortisation and impairment loss at January 1, 2014 | 0 | 175 | 175 |
| Disposals | - | -14 | -14 |
| Impairment losses for the year | - | 23 | 23 |
| Exchange differences | - | 9 | 9 |
| Accumulated amortisation and impairment loss | |||
| at December 31, 2014 | 0 | 193 | 193 |
| Amortisation and impairment loss at January 1, 2015 | 0 | 193 | 193 |
| Impairment losses for the year | - | 28 | 28 |
| Exchange differences | - | -1 | -1 |
| Accumulated amortisation and impairment loss | |||
| at December 31, 2015 | 0 | 220 | 220 |
| Residual value at December 31, 2014 | 1,327 | 127 | 1,454 |
| Residual value at December 31, 2015 | 1,567 | 377 | 1,944 |
NOTE 15 – INTANGIBLE ASSETS
In preparing the financial statements for 2015, the Group has reviewed impairment of goodwill.
Goodwill is allocated to cash-generating units. The recoverable amount for a cash-generating unit is determined by calculating its value in use. These calculations are based on estimated future cash flow as stated in budgets and forecasts covering a five-year period. Cash flow beyond this period has been extrapolated by no more than 3 percent (3) in any case. Working capital beyond the five-year period is estimated at the same level as year five. Discount rates are assumed to be 9 percent (9) after tax and 12.8 percent (12.8) before tax. Goodwill testing of the Swedish, Danish, Belgian and Dutch units was done at an aggregate level, whereby the four production units were considered as a single cash-generating unit. Other goodwill testing considered cash-generating units at country level. Approximately 35 percent of goodwill is attributable to the business area Chocolate & Confectionery Fats and the remaining approximately 65 percent to Food Ingredients.
Testing has not demonstrated any need for impairment. The sensitivity in these calculations indicates that recognised goodwill is still intact even if the discount rate increases by 1 percent or if long-term growth is 1 percent less.
| 2015 | 2014 | |
|---|---|---|
| Scandinavia, including Belgium and the Netherlands | 512 | 528 |
| United Kingdom | 74 | 72 |
| Turkey | 58 | 68 |
| USA | 651 | 603 |
| Colombia | 45 | 56 |
| India | 227 | - |
| Total | 1,567 | 1,327 |
| Land and buildings |
Plant and machinery |
Equipment, tools and fixtures and fittings |
Non-current assets under con struction |
Total | |
|---|---|---|---|---|---|
| Group | |||||
| Cost at January 1, 2014 | 1,432 | 5,783 | 452 | 403 | 8,070 |
| Investments | 18 | 214 | 40 | 299 | 571 |
| Acquired through business combinations | 188 | 179 | 4 | 4 | 375 |
| Disposals | -2 | -37 | -24 | - | -63 |
| Reclassifications | 11 | 277 | -9 | -119 | 160 |
| Exchange differences | 116 | 475 | 43 | 28 | 662 |
| Accumulated cost at December 31, 2014 | 1,763 | 6,891 | 506 | 615 | 9,775 |
| Cost at January 1, 2015 | 1,763 | 6,891 | 506 | 615 | 9,775 |
| Investments | 31 | 360 | 77 | 501 | 969 |
| Acquired through business combinations | 20 | 50 | 0 | 13 | 83 |
| Disposals | -183 | -50 | -33 | -1 | -267 |
| Reclassifications | 52 | 60 | 6 | -122 | 0 |
| Exchange differences | -28 | -39 | -10 | -64 | -145 |
| Accumulated cost at December 31, 2015 | 1,655 | 7,272 | 546 | 942 | 10,415 |
| Depreciation at January 1, 2014 | 872 | 3,794 | 346 | - | 5,012 |
| Acquired through business combinations | 21 | 40 | 3 | - | 64 |
| Disposals | -1 | -37 | -24 | - | -62 |
| Reclassifications | - | 177 | -17 | - | 160 |
| Depreciations for the year | 38 | 289 | 31 | - | 358 |
| Exchange differences | 60 | 304 | 33 | - | 397 |
| Accumulated depreciation at December 31, 2014 | 990 | 4,567 | 372 | - | 5,929 |
| Depreciation at January 1, 2015 | 990 | 4,567 | 372 | - | 5,929 |
| Disposals | -127 | -46 | -31 | - | -204 |
| Reclassifications | - | - | - | - | - |
| Depreciations for the year | 43 | 325 | 35 | - | 403 |
| Exchange differences | -11 | -27 | -4 | - | -42 |
| Accumulated depreciation at December 31, 2015 | 895 | 4,819 | 372 | - | 6,086 |
| Impairment loss at January 1, 2014 | 11 | 20 | - | - | 31 |
| Exchange differences Accumulated impairment loss at |
1 | 2 | - | - | 3 |
| December 31, 2014 | 12 | 22 | - | - | 34 |
| Impairment loss at January 1, 2015 | 12 | 22 | - | - | 34 |
| Exchange differences | 1 | -1 | - | - | 0 |
| Accumulated impairment loss at | |||||
| December 31, 2015 | 13 | 21 | - | - | 34 |
| Residual value according to plan at December 31, 2014 |
761 | 2,302 | 134 | 615 | 3,812 |
| of which land | 100 | ||||
| Residual value according to plan at December 31, 2015 |
747 | 2,432 | 174 | 942 | 4,295 |
| of which land | 125 |
| Parent | ||
|---|---|---|
| 2015 | 2014 | |
| Start of year | 2,421 | 2,421 |
| Accumulated cost | 2,421 | 2,421 |
| 2015 | 2014 | ||||||
|---|---|---|---|---|---|---|---|
| Domicile | No. of shares | Capital % |
Book value |
No. of shares | Capital % |
Book value |
|
| AarhusKarlshamn Invest AB, Sweden | Malmö | 1,000 | 100 | 0 | 1,000 | 100 | 0 |
| AAK Colombia, Colombia | Bogotá | 2,079,740 | 100 | 2,079,740 | 100 | ||
| AAK Belgium N.V., Belgium | Brussels | 6,150 | 100 | 6,150 | 100 | ||
| AAK Zhangjiagang Ltd, China | Zhangjiagang | - | 100 | - | 100 | ||
| AarhusKarlshamn Finance AB, Sweden | Malmö | 100,000 | 100 | 472 | 100,000 | 100 | 472 |
| AarhusKarshamn Holding AB, Sweden | Malmö | 1,000 | 100 | 481 | 1,000 | 100 | 481 |
| AAK Kamani Pvt Ltd, India | Mumbai | 650,250 | 51 | - | - | ||
| AAK Sweden AB, Sweden | Karlshamn | 21,864,928 | 100 | 21,864,928 | 100 | ||
| AAK Netherlands BV, the Netherlands | Zaandijk | 500 | 100 | 500 | 100 | ||
| AAK Denmark Holding A/S, Denmark | Aarhus | 400,000,000 | 100 | 1,468 | 400,000,000 | 100 | 1,468 |
| AAK Denmark A/S, Denmark | Aarhus | 100,000,000 | 100 | 100,000,000 | 100 | ||
| AarhusKarlshamn Latin America S.A., Uruguay | Cousa | 150,000,000 | 100 | 150,000,000 | 100 | ||
| AAK do Brasil Indústria e Comércia de Óleos Vegetais Ltda, Brazil |
São Paulo | 24,000 | 100 | 24,000 | 100 | ||
| AAK (UK) Ltd, United Kingdom | Hull | 23,600,000 | 100 | 23,600,000 | 100 | ||
| AAK USA Inc., USA | New Jersey | 20,300,000 | 100 | 20,300,000 | 100 | ||
| AAK Mexico, S.A. de C.V., Mexico | Morelia | 201,006,799 | 95.49 | 201,006,799 | 95.49 | ||
| Total | 2,421 | 2,421 |
The list includes certain shares and ownership interests owned by the Parent, either directly or indirectly, as of December 31, 2015. A complete listing of all holdings of shares and interests prepared in accordance with the rules of the Swedish Annual Accounts Act and which is included in the annual reports filed with the Swedish Companies Registration Office can be requested from AAK AB, Corporate Communications, Jungmansgatan 12, 211 19 Malmö, Sweden.
| Group | ||
|---|---|---|
| 2015 | 2014 | |
| Raw materials and consumables | 2,099 | 1,858 |
| Goods in transit | 371 | 267 |
| Work in progress | 561 | 566 |
| Finished products and goods for resale | 568 | 518 |
| Total according to balance sheet | 3,599 | 3,209 |
| Change in fair value | 116 | 45 |
| Inventory at fair value | 3,715 | 3,254 |
"Raw materials and consumables and changes in inventories of finished products and work in progress" for the Group includes impairment loss on inventories of SEK 19 million (17).
| NOTE 19 – CASH AND CASH EQUIVALENTS | ||
|---|---|---|
| Group | ||
| 2015 | 2014 | |
| Cash equivalents | 447 | 229 |
| Current investments | 12 | 35 |
| Total | 459 | 264 |
569,400 new shares were registered in 2015 via a new share issue, resulting in an increase in share capital of SEK 5,694,000. As of December 31, 2015 the Group's registered share capital was 42,288,489 shares (SEK 422,884,890).
Translation reserves include all exchange differences that arise when translating financial statements from foreign operations whose financial statements are stated in currencies other than the Group's presentation currency. The Parent company and the Group present their financial statements in SEK.
The hedging reserve encompasses the effective portion of the accumulated net change in the fair value of a cash flow hedging instrument attributable to hedging transactions yet to take place.
The statutory reserve refers to a reduction of the share capital carried out previously.
Retained profits and profit for the year include profits earned and retained by the Parent and subsidiaries, investments in associates, revaluation of the net pension commitment, new share issue, net effect of the sale of subsidiaries and profit for the year. The new share issue has increased retained profits by SEK 101,353,200.
The Group owned a total of 0 (0) treasury shares as of December 31, 2015.
| Statutory reserve |
Hedging reserve |
Translation reserve |
Total | |
|---|---|---|---|---|
| 2014 opening balance | 5 | -8 | -557 | -560 |
| Exchange differences | - | - | 752 | 752 |
| Cash flow hedges recognised in "Other comprehensive income" | - | -5 | - | -5 |
| Tax on cash flow hedges recognised in "Other comprehensive income" | - | 1 | - | 1 |
| 2014 closing balance | 5 | -12 | 195 | 188 |
| 2015 opening balance | 5 | -12 | 195 | 188 |
| Exchange differences | - | - | 48 | 48 |
| Cash flow hedges recognised in "Other comprehensive income" | - | 25 | - | 25 |
| Tax on cash flow hedges recognised in "Other comprehensive income" | - | -6 | - | -6 |
| 2015 closing balance | 5 | 7 | 243 | 255 |
In accordance with the articles of association for AAK AB (publ.), share capital shall be a minimum of SEK 300 million and a maximum of SEK 1.2 billion. All shares are fully paid and entitle the holder to equal voting rights and shares in Company assets. Share capital consists of 42,288,489 shares (41,719,089) at a quota value of SEK 10 per share, and shareholder equity of SEK 422,884,890 (417,190,890). The new share issue increased the share capital by SEK 5,694,000.
The statutory reserve refers to a reduction of the share capital carried out previously.
Retained profit includes non-restricted equity from the previous year after any dividend distribution. This comprises profit for the year and new share issue, total non-restricted equity, i.e. the amount available for dividends to shareholders. The new share issue has increased retained profits by SEK 101,353,200.
In accordance with the Swedish Companies Act, the Board of Directors proposes payment of a dividend, for the consideration and approval of the Annual General Meeting of the Shareholders. The proposed dividend for payment in 2015 is SEK 328 million (SEK 7.75 per share), which has not yet been considered by the Annual General Meeting. This amount is not recognised as a liability.
| Group | Parent | |||
|---|---|---|---|---|
| Non-current | 2015 | 2014 | 2015 | 2014 |
| Liabilities to banks and credit institutions | 2,132 | 2,538 | - | - |
| Total | 2,132 | 2,538 | - | - |
| Current | Group | Parent | ||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Liabilities to banks and credit institutions | 287 | 89 | - | - |
| Total | 287 | 89 | - | - |
Maturity for non-current borrowing is as follows:
| Group | Parent | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Between 1 and 5 years | 1,807 | 2,131 | - | - |
| More than 5 years | 325 | 407 | - | - |
| Total | 2,132 | 2,538 | - | - |
| Group | Restruc turing |
Environ mental restoration |
Other | Total |
|---|---|---|---|---|
| Opening balance at January 1, 2014 | 14 | 28 | 27 | 69 |
| Provisions for the year | 66 | - | 102 | 168 |
| Provisions claimed for the year | -6 | -4 | -2 | -12 |
| Exchange differences | 1 | 2 | 3 | 6 |
| Closing balance as at December 31, 2014 | 75 | 26 | 130 | 231 |
| Group | Restruc turing |
Environ mental restoration |
Other | Total |
|---|---|---|---|---|
| Opening balance at January 1, 2015 | 75 | 26 | 130 | 231 |
| Provisions for the year | - | - | 47 | 47 |
| Provisions claimed for the year | -42 | - | -61 | -103 |
| Acquired through business combinations | - | - | 38 | 38 |
| Exchange differences | 1 | -1 | -1 | -1 |
| Closing balance as at December 31, 2015 | 34 | 25 | 153 | 212 |
| Provisions include | 2015 | 2014 | ||
| Non-current | 62 | 68 | ||
| Current | 150 | 163 |
A provision for restructuring is reported when the Group has adopted a comprehensive and formal restructuring plan, and the restructuring has either been started or published. No provisions are made for future operating expenses.
These provisions are primarily related to restoring contaminated land.
| Group | Parent | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Employee-related expenses | 242 | 212 | 31 | 27 |
| Other | 430 | 375 | 4 | 4 |
| Total | 672 | 587 | 35 | 31 |
| Group | Parent | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Collateral for provisions and liabilities | ||||
| Property mortgages | 533 | 512 | - | - |
| Total | 533 | 512 | - | - |
| Group | Parent | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Other contingent liabilities | 655 | 526 | 655 | 526 |
| Total | 655 | 526 | 655 | 526 |
Contingent liabilities refer primarily to counter-guarantees issued for Group companies' commitments to financial institutions to cover local borrowings.
Over and above the contingent liabilities stated above, guarantees for the completion of various contractual undertakings are sometimes involved as part of the Group's normal business activities. There was no indication at year-end that any contractual guarantees provided will require any payment to be made.
NOTE 26 – RELATED-PARTY TRANSACTIONS
For the Parent, SEK 80 million (74), i.e. 100 percent (100) of sales were to Group companies. The Parent's purchasing from Group companies is related to administrative services of limited scope. All transactions were carried out on commercial terms.
Besides those transactions stated in Note 8 Remuneration of the Board of Directors and Senior Executives and in the description of the Board of Directors on pages 28-29, no transactions with related physical persons have taken place.
In the fourth quarter, AAK acquired 51 percent of the shares in Kamani Oil Industries Pvt Ltd, one of the leading companies in speciality and semi-speciality oils in India. The company has around 280 employees. The company has an annual volume of approximately 100,000 MT and had sales of approximately SEK 1,000 million in the last financial year. AAK may, via a put and call option, acquire the remaining 49 percent of the company within the next 3–7 years. The acquisition price for 51 percent of the shares amounts to approximately SEK 123 million and affected the Group's cash and cash equivalents during the year, while the additional purchase price for the remaining 49 percent is entered as a liability in the consolidated balance sheet. Goodwill produced in connection with the transaction is attributable to expected additional sales of AAK's products. The goodwill produced is not tax-deductible.
| Fair value | |
|---|---|
| The assets and liabilities recognised as a consequence of the acquisition are as follows: | (SEK million) |
| Goodwill | 136 |
| Contracts with customers | 160 |
| Trademarks | 95 |
| Property, plant and equipment | 77 |
| Financial assets | 24 |
| Inventories | 127 |
| Other current assets | 71 |
| Cash and cash equivalents | 47 |
| Financial liabilities | -180 |
| Provisions | -295 |
| Other current liabilities | -183 |
| Total net assets | 79 |
| Goodwill | 91 |
| Total acquisition with cash and cash equivalents | 170 |
| Net outflow of cash and cash equivalents on account of the acquisition | |
| Cash and cash equivalents paid for the acquisition | 170 |
| Cash and cash equivalents in the company acquired at the acquisition date | -47 |
| Impact on the Group's cash and cash equivalents | 123 |
The company forms part of AAK's sales and operating profit as from October 1, 2015. The acquisition had very limited impact on AAK's operating profit for 2015.
The Group's operations are organizationally divided into business segments based on product. The marketing organization also reflects this structure.
All transactions between business segments are recognised at market value. Assets and liabilities not attributed to a segment include tax assets and tax liabilities, financial investments and financial liabilities, as well as cash and cash equivalents and interest-bearing receivables.
The external sales are based on where our customers are located. The carrying amounts of assets and the direct investment in plant for the period are determined by the location of the assets. The Group has applied hedge accounting based on fair-value hedging.
Segment-based reporting is prepared in accordance with the accounting policies described in Note 2 "Accounting Policies".
| 2015 | Food Ingredients |
Chocolate & Confectionery Fats |
Technical Products & Feed |
Group Functions |
Eliminations | Group |
|---|---|---|---|---|---|---|
| Net sales | ||||||
| External sales | 13,556 | 5,315 | 1,243 | - | - | 20,114 |
| Internal sales | 1,219 | 2,263 | 55 | - | -3,537 | - |
| Group total | 14,775 | 7,578 | 1,298 | - | -3,537 | 20,114 |
| Chocolate & | Technical | |||||
|---|---|---|---|---|---|---|
| Food | Confectionery | Products & | Group | |||
| 2015 | Ingredients | Fats | Feed | Functions | Eliminations | Group |
| Operating profit/loss | 903 | 553 | 88 | -133 | - | 1,411 |
| Total | 903 | 553 | 88 | -133 | - | 1,411 |
| Other | ||||||
| Assets | 7,213 | 4,933 | 812 | 91 | - | 13,049 |
| Unallocated assets | - | - | - | - | 847 | |
| Group total | 7,213 | 4,933 | 812 | 91 | - | 13,896 |
| Liabilities | 1,987 | 1,058 | 480 | 222 | - | 3,747 |
| Unallocated liabilities | - | - | - | - | - | 3,499 |
| Group total | 1,987 | 1,058 | 480 | 222 | - | 7,246 |
| Investments | 310 | 621 | 59 | 4 | - | 994 |
| Depreciation, amortisation and |
||||||
| impairment loss | 221 | 167 | 39 | 4 | - | 431 |
| 2015 | Sweden | Denmark | Other Nordic countries |
Central and Eastern Europe |
Western Europe |
North and South America |
Other countries |
Total |
|---|---|---|---|---|---|---|---|---|
| External sales | 2,035 | 350 | 809 | 1,386 | 5,568 | 7,692 | 2,274 | 20,114 |
| Intangible assets and property, | ||||||||
| plant and equipment | 1,128 | 1,179 | - | 1 | 903 | 2,206 | 823 | 6,240 |
| Other assets | 1,859 | 850 | 3 | 54 | 1,286 | 2,161 | 1,443 | 7,656 |
| Total assets | 2,987 | 2,029 | 3 | 55 | 2,189 | 4,367 | 2,266 | 13,896 |
| Investments | 174 | 70 | - | - | 104 | 560 | 86 | 994 |
| 2014 | Food Ingredients |
Chocolate & Confectionery Fats |
Technical Products & Feed |
Group Functions |
Eliminations | Group |
|---|---|---|---|---|---|---|
| Net sales | ||||||
| External sales | 11,509 | 4,891 | 1,414 | - | - | 17,814 |
| Internal sales | 1,158 | 2,103 | 46 | - | -3,307 | - |
| Group total | 12,667 | 6,994 | 1,460 | - | -3,307 | 17,814 |
| 2014 | Food Ingredients |
Chocolate & Confectionery Fats |
Technical Products & Feed |
Group Functions |
Eliminations | Group | |
|---|---|---|---|---|---|---|---|
| Operating profit/loss | 803 | 460 | 102 | -123 | - | 1,242 | |
| Total | 803 | 460 | 102 | -123 | - | 1,242 | |
| Other | |||||||
| Assets | 6,750 | 4,297 | 758 | 92 | - | 11,897 | |
| Unallocated assets | - | - | - | - | 615 | ||
| Group total | 6,750 | 4,297 | 758 | 92 | - | 12,512 | |
| Liabilities | 1,889 | 856 | 448 | 231 | - | 3,424 | |
| Unallocated liabilities | - | - | - | - | - | 3,288 | |
| Group total | 1,889 | 856 | 448 | 231 | - | 6,712 | |
| Investments | 374 | 207 | 17 | 1 | - | 599 | |
| Depreciation, amortisation and impairment loss |
177 | 160 | 38 | 6 | - | 381 | |
| 2014 | Sweden | Denmark | Other Nordic countries |
Central and Eastern Europe |
Western Europe |
North and South America |
Other countries |
Total |
|---|---|---|---|---|---|---|---|---|
| External sales | 1,978 | 320 | 875 | 1,707 | 4,932 | 6,317 | 1,685 | 17,814 |
| Intangible assets and pro perty, plant and equipment |
1,077 | 1,326 | - | 9 | 884 | 1,776 | 193 | 5,265 |
| Other assets | 1,703 | 952 | 4 | 124 | 1,525 | 2,106 | 833 | 7,247 |
| Total assets | 2,780 | 2,278 | 4 | 133 | 2,409 | 3,882 | 1,026 | 12,512 |
| Investments | 184 | 55 | - | - | 92 | 215 | 53 | 599 |
Future minimum leasing fees under non-cancellable operating lease agreements are distributed as follows:
| Group | ||
|---|---|---|
| 2015 | 2014 | |
| Within 1 year | 78 | 66 |
| Between 1 and 5 years | 157 | 133 |
| More than 5 years | 281 | 257 |
| Total | 516 | 456 |
Operating lease expenses of SEK 84 million (79) are recognised in profit or loss for the period.
| Group | Parent | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Received interest | 3 | 6 | - | - |
| Paid interest | -99 | -97 | 0 | -2 |
| Total | -96 | -91 | 0 | -2 |
| Adjustment for items not included in cash flow | ||||
| Net profit from divestment of subsidiary | -45 | -81 | - | - |
| Sales of non-current assets | 5 | 6 | - | - |
| Changes in pensions and provisions | -60 | 111 | - | - |
| Total | -100 | 36 | - | - |
This Corporate Governance Report has been drawn up in accordance with the rules of the Annual Accounts Act and the Swedish Corporate Governance Code ("the Code"). The Corporate Governance Report has been subject to the statutory review by the company's auditor.
Effective and clear corporate governance contributes to the safeguarding of trust among AAK's stakeholder groups and also increases the focus on business benefit and shareholder value in the company. AAK's Board of Directors and management team endeavour, through a high level of transparency, to make it easy for individual shareholders to understand the company's decisionmaking process and to clarify where in the organization responsibilities and authorities reside. AAK's corporate governance is based on applicable legislation, the Code, NASDAQ OMX Stockholm's regulatory framework for issuers, generally accepted practice in the stock market and various internal guidelines. Where AAK has chosen to diverge from the rules in the Code, the reason is provided under each heading in this Corporate Governance Report.
AAK is a Swedish public limited liability company whose shares are traded on NASDAQ OMX Stockholm within the Large Cap segment, Consumer Commodities sector. AAK has around 9,100 shareholders. Its business operations are global, with a presence in almost 100 countries. As at December 31, 2015, the number of employees was 2,738. Responsibility for management and control of AAK is divided between the shareholders at the Annual General Meeting, the Board of Directors, its elected committees and the CEO in accordance with the Swedish Companies Act, other legislation and ordinances, applicable rules for companies traded on a regulated market, the Articles of Association and the Board's internal control instruments. AAK's goal is to be the obvious first choice for its customers, and to create the best possible value for the company's various stakeholder groups – in particular customers, suppliers, shareholders and employees. At the same time, AAK aims to be a good corporate citizen and take long-term responsibility. The aim of corporate governance is to define a clear allocation of responsibility and roles between the owners, the Board, the executive management team and various control bodies. In line with this, corporate governance covers the Group's management and control systems.
Information about shareholders and shareholdings can be found on pages 84–85.
AAK's current Articles of Association were adopted at the Annual General Meeting on May 5, 2015. The Articles of Association state that the company is to operate manufacturing and trading business, primarily within the food industry, to own and manage shares and securities and other associated business. The Articles of Association also state the shareholders' rights, the number of Board members and auditors, that the Annual General Meeting shall be held yearly within six months of the end of the financial year, how notification of the AGM shall be effected and that the registered office of the Board of Directors shall be in Malmö, Sweden. The company's financial year is the calendar year. The Annual General
Meeting shall be held in Malmö or Karlshamn, Sweden. The Articles of Association contain no restrictions on the number of votes each shareholder may cast at a general meeting. Furthermore, the Articles of Association contain no special provisions on the appointment and removal of Members of the Board of Directors and on amendments to the Articles of Association. For the current Articles of Association, please see www.aak.com.
The Annual General Meeting of AAK is the highest decision-making body and the forum through which the shareholders exercise their influence over the company. The tasks of the Annual General Meeting are regulated by the Swedish Companies Act and the Articles of Association. The Annual General Meeting makes decisions on a number of central issues, such as adoption of the income statement and balance sheet, discharge from liability for the Board members and CEO, the dividend to shareholders and the composition of the Board. Further information about the Annual General Meeting and complete minutes from previous Annual General Meetings and Extraordinary General Meetings are published at www.aak.com.
The Annual General Meeting held on May 5, 2015 was attended by shareholders representing around 65 percent of the share capital and votes in the company. The Chairman of the Board, Melker Schörling, was elected Chairman of the Annual General Meeting. The Annual General Meeting adopted the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet. In association with this, the Annual General Meeting approved the Board's proposal for a dividend for the 2014 financial year of SEK 6.75 per share. Melker Schörling, Ulrik Svensson, Märta Schörling, Lillie Li Valeur and Arne Frank were re-elected as ordinary members of the Board of Directors. Marianne Kirkegaard was elected as a new member. Melker Schörling was re-elected as Chairman of the Board. The employee organizations had appointed Annika Westerlund (PTK-L) and Leif Håkansson (IF Metall) as ordinary employee representative members of the Board, and Jan-Åke Berg (IF Metall) and Håkan Malmros (PTK-L) as deputy members of the Board. The Annual General Meeting did not authorise the Board to resolve on the issue of new shares by the Company or the acquisition of the Company's own shares.
The Annual General Meeting decides on the election of the Board, among other items. The task of the Nomination Committee is to make proposals to the Annual General Meeting regarding the election of the Chairman and other members of the Board and of the Chairman of the Meeting, and regarding remuneration issues and related issues.
Nomination Committee for the Annual General Meeting in 2016 At the Annual General Meeting in 2015, Mikael Ekdahl (Melker Schörling AB), Lars-Åke Bokenberger (AMF Fonder), Henrik Didner (Didner & Gerge fonder) and Åsa Nisell (Swedbank Robur fonder) were appointed members of the Nomination Committee for the Annual General Meeting in 2016. Mikael Ekdahl was appointed Chairman of the Nomination Committee.
The members of the Nomination Committee represent around 50,5 percent of the votes in AAK. The decision also included the opportunity to change the composition of the Nomination Committee in the event of a change in ownership. During the year, the Nomination Committee held one minuted meeting. At this meeting, the Chairman reported on the evaluation work, whereupon the Nomination Committee discussed any changes and new recruitment. The Nomination Committee has been contactable by letter with proposals from shareholders. The members of the Nomination Committee have not received any remuneration from AAK for their work. Shareholders who wish to contact the Nomination Committee can send letters addressed to AAK AB (publ.), Valberedningen, Jungmansgatan 12, SE-211 19 Malmö, Sweden.
The tasks of the Board are regulated in the Swedish Companies Act and the Articles of Association. In addition to this, the work of the Board is regulated by the working practices adopted by the Board each year. The procedural rules of the Board also regulate the distribution of work and responsibilities between the Board, the Chairman of the Board and the CEO and also include procedures for financial reporting by the CEO to the Board. According to the current working practices, the Board shall meet at least six times each year, including a statutory meeting following election held immediately after the Annual General Meeting. The tasks of the Board shall include decisions related to strategies, business plans, budgets, interim reports and year-end reports for AAK. The Board shall also monitor the work of the CEO, appoint and dismiss the CEO and decide on important changes to AAK's organization and operation. The most important tasks of the Board are to set the overriding goals for the company's operation and to decide on the company's strategy for achieving the goals; to ensure that the company has an effective executive management team and appropriate remuneration terms; to ensure the transparency and accuracy of the company's external reporting; and that external reporting provides a fair presentation of the company's performance, profitability and financial position and exposure to risk; to monitor the financial reporting, including instructions to the CEO and the establishment of requirements for the content of the financial reporting to be submitted to the Board on a continuous basis; to ensure that the company's insider policy and logging procedures are adhered to in accordance with legislation and the guidelines of the Swedish Financial Supervisory Authority; to ensure that there are effective systems for follow-up and control of the company's operational and financial position against set goals; to follow up and evaluate the company's development and to recognise and support the work of the CEO in carrying out the required measures; to ensure that there is sufficient control of the company's compliance with legislation and other rules applicable to the operation of the company, to ensure that the required ethical guidelines are set for the company's behaviour; and to propose to the Annual General Meeting any dividend, repurchase of shares, redemption or other proposals falling within the competence of the Annual General Meeting. The Chairman of the Board of Directors is responsible for evaluating the work of the Board. During 2015, he conducted surveys of the members and, based on this and interviews in the previous year, analysed the results. The result was then presented and discussed on the Board and on the Nomination Committee as the basis for assessing the size and composition of the Board. The evaluation focused on Board work in general and on the contributions of individual members, including the Chairman of the Board and the CEO. The Board evaluations clearly contributed to continued development of the work of the Board and the committees.
Under the Articles of Association, AAK's Board shall consist of at least three and at most ten members. The current Board consists of six members elected by the Annual General Meeting. Under Swedish law, employee organizations have a right to be represented on the Board, and have appointed two ordinary members and two deputies. In accordance with the proposal by the Nomination Committee, five members were re-elected and one new member was elected. Melker Schörling was appointed Chairman of the Board. At the statutory Board meeting following the Annual General Meeting, the Board chose to appoint an Audit Committee and a Remuneration Committee. Ulrik Svensson was appointed Chairman of the Audit Committee and Lillie Li Valeur was appointed member. Melker Schörling was appointed Chairman of the Remuneration Committee and Ulrik Svensson was appointed member. Melker Schörling is also Chairman of the Board of Melker Schörling AB (publ.), which holds around 32.9 percent of the votes in AAK. Melker Schörling cannot, therefore, be considered to be independent in relation to major shareholders in the Company in accordance with the Code. Märta Schörling is also a member of the Board of Directors of Melker Schörling AB and cannot, therefore, be considered to be independent in relation to AAK's major shareholders. Nor can Ulrik Svensson, who is CEO of Melker Schörling AB, be regarded as independent in relation to the major shareholders in the Company. The President and Chief Executive Officer Arne Frank is, in his capacity as Chief Executive Officer and an employee of the Company, not independent in relation to the Company management. The other two members elected by the AGM, Marianne Kirkegaard and Lillie Li Valeur, are independent in relation to AAK, the Company management and the Company's major shareholders in accordance with the Code.
The Board therefore fulfils the requirement of the Code that at least two Board members who are independent of the Company and the Company management shall also be independent of the Company's major shareholders. Mikael Ekdahl acts as secretary to the Board.
The Board's working practices, containing instructions for the division of work between the Board and the CEO and for financial reporting, are updated and adopted annually. Board meetings consider the financial reporting and monitoring of day-to-day business operations and profitability trends, as well as goals, strategies for the business operation, acquisitions and significant investments and matters relating to capital structure. Business area managers and other senior executives report on business plans and strategic issues on a continual basis.
Remuneration and audit issues are prepared within the respective committees. The Board holds a statutory meeting immediately after the Annual General Meeting. At this meeting, the Board's working practices are also adopted, as are the instructions to the CEO and the Committees and other internal management instruments. The current Board held its statutory meeting on May 5, 2015, at which meeting all members were in attendance.
At the Annual General Meeting held on May 5, 2015, Melker Schörling was elected Chairman of the Board. The role of the Chairman of the Board is to lead the work of the Board and ensure the Board fulfils its tasks. The Chairman shall monitor the progress of the business in dialogue with the CEO, and is responsible for ensuring the other members continuously receive the information required to carry out the work on the Board, maintaining the required quality and in accordance with the Swedish Companies Act and other applicable laws and ordinances, the Articles of Association and the working practices of the Board. The Chairman is responsible for ensuring the Board constantly develops its knowledge about the Company, that an evaluation of the Board's work is carried out and that the Nomination Committee is provided with this evaluation. The Chairman shall also participate in evaluation and development issues relating to senior executives in the Group.
The Board held nine meetings during the year. All business area managers reported on the goals and business strategies of the business areas. The Board has handled issues relating to staffing and organization. Decisions have been made relating to investments, acquisitions and disposals. Other areas handled are the Group's work on raw materials supply, risk management and the Company's strategy for capital structure and borrowing.
| Attendance at Board and committee meetings in 2015 | |||
|---|---|---|---|
| Member | Board of Directors |
Audit Committee | Remuneration Committee |
|---|---|---|---|
| Number of meetings | 9 | 4 | 1 |
| Märit Beckeman | 3 | 1 | |
| Marianne Kirkegaard | 7 | ||
| Lillie Li Valeur | 9 | 4 | |
| Märta Schörling | 9 | ||
| Arne Frank | 9 | ||
| Leif Håkansson | 9 | ||
| Melker Schörling | 9 | 1 | |
| Ulrik Svensson | 9 | 4 | |
| Annika Westerlund | 7 |
For information about the members of the Board, see pages 28–29.
According to the decision of the Annual General Meeting, the total fees to the Board amounted to SEK 2,385,000, to be allocated between the members as follows: SEK 620,000 to the Chairman and SEK 310,000 to each of the other members elected at the Annual General Meeting who are not employed by the company. The Chairman of the Audit Committee received SEK 250,000 and the members SEK 125,000 each. The Chairman of the Remuneration Committee received SEK 100,000 and the member SEK 50,000. The CEO, the secretary to the Board and employee representatives to the Board do not receive any compensation other than for
costs in connection with their participation in Board activities. For further information about remuneration to members of the Board, please see pages 61–62.
The Board continuously evaluates the work and competence of the CEO and the Company's management team. This is discussed at least once a year without representatives of the Company management being present.
The Annual General Meeting in 2015 approved the principles for the remuneration of senior executives. The principles for the remuneration of AAK's senior executives are designed to ensure, from an international perspective, that AAK can offer compensation that is competitive and at the prevailing market level to attract and retain qualified people. The total remuneration package paid to senior executives shall consist of fixed basic salary, annual variable salary, pension, company car and severance payment. The fixed salary shall be individually differentiated on the basis of responsibility and performance, and shall be set on market principles and revised annually. In addition to annual salary, senior executives shall also receive a variable salary, which shall have a pre-set ceiling and be based on the outcome in relation to goals set annually. The goals shall be related to the company's performance and shall also be able to be linked to individual areas of responsibility. The annual variable portion must not exceed 110 percent of the fixed salary. In addition to the variable salary mentioned, share or share-price related incentive programmes may be added as determined from time to time by the Annual General Meeting. The right to a pension for senior executives shall apply from the age of 60 at the earliest. Pension plans for senior executives shall be either defined benefit or defined contribution plans, or a combination of the two. In the event of termination of employment by the Company, the notice period for the President and other senior executives shall be twelve months, and they shall be entitled to receive severance pay with a pre-determined ceiling corresponding to twelve months' salary. For termination of employment by the employee, a notice period of six months shall normally apply and no severance pay shall be payable. These guidelines will cover those persons who are in Group management positions during the period of time in which the guidelines apply. The guidelines apply to agreements entered into after the resolution of the Annual General Meeting, and in the event that changes are made to existing agreements after this point in time. The Board will be entitled to diverge from the guidelines if there are particular reasons to do so in an individual case.
An incentive programme was introduced for senior executives and key personnel in the Group in accordance with the resolution of the Extraordinary General Meeting of November 8, 2010. The 2011 Annual General Meeting decided that the programme would also include other employees within the Group. Within the framework of this programme, 1,500,000 share warrants, carrying an entitlement to subscribe for an equivalent number of shares in AAK, have been issued to the wholly-owned subsidiary, AarhusKarlshamn Invest AB, and offered for sale to participants in the programme. Around 100 senior executives and key personnel within the Group, as well as other employees, acquired approximately 1,300,000 share warrants. 597,250 new shares in the Company were issued in 2014 and 569,400 new shares in the Company were issued in 2015. They were subscribed for using share warrants. The programme ended on December 1, 2015.
Audit and remuneration issues within the Board are handled in committees, whose task it is to prepare issues arising and submit proposals for decisions to the Board. The tasks and working practices of the committees are determined by the Board in written instructions, which constitute part of the Board's working practices.
In accordance with the Board's working practices, issues of remuneration to the Chief Executive Officer and senior executives shall be prepared by the Remuneration Committee. The Remuneration Committee prepares and presents proposals to the Board relating to remuneration to the President and other senior executives. The final task of the Remuneration Committee is to monitor and evaluate the ongoing programmes for variable remuneration of the company management team, and programmes terminated during the year, as well as the application of the guidelines for the remuneration of senior executives and the current remuneration structure and remuneration levels in the company. During 2015, the members of the Remuneration Committee were Melker Schörling (Chairman) and Ulrik Svensson. The recommendations of the Remuneration Committee to the Board include principles for remuneration, the relationship between fixed and variable salary, conditions for pensions and severance pay and other benefits payable to the management. Remuneration to the CEO of the Group has been decided by the Board on the basis of the recommendations of the Remuneration Committee. Remuneration to other senior executives has been decided by the Chief Executive Officer in consultation with the Remuneration Committee. For further information, see pages 61–62. During 2015, the Remuneration Committee met on one occasion, on which both members attended. The Board's proposal for guidelines for remuneration to senior executives can be found in Note 8, and will be put to the Annual General Meeting in 2016 for a decision.
During 2015, the members of the Audit Committee were Ulrik Svensson (Chairman) and Lillie Li Valeur. The Committee held four ordinary meetings during the year, which the company's external auditors and representatives of the management team attended. Areas dealt with by the Audit Committee was primarily related to planning, scope and follow-up of the audit for the year. Other issues dealt with include risk management, integration and structures of Group procedures, coordination of insurance issues, corporate governance, internal control, accounting rules, development of the global finance function, financing operations and other issues that the Board has requested the Committee to prepare. Under the provisions of Chap. 8, Section 49 a, of the Swedish Companies Act (2005:551), at least one member of the Audit Committee must be independent in relation to major shareholders in the Company, and have expertise in accounting or auditing, and the Company fulfils this requirement of the Code.
AAK's auditors are appointed by the Annual General Meeting. At the Annual General Meeting in 2015, the audit company PricewaterhouseCoopers AB was re-elected as auditors up to and including the Annual General Meeting in 2016. Sofia Götmar-Blomstedt, Authorised Public Accountant, was appointed auditor in charge. Sofia Götmar-Blomstedt also has auditing tasks in other companies, including Beijer Electronics AB, Genovis AB, Pågengruppen AB and Polykemi AB. All services requested in addition to the statutory audit are tested separately to ensure that there is no conflict arising involving independence or disqualification. No agreements with related parties exist.
It is the task of the CEO to lead operations in accordance with the guidelines and instructions of the Board. In conjunction with this, the CEO shall use the required control systems to ensure that the company complies with applicable laws and ordinances. The CEO reports to the Board meetings and shall ensure the Board receives as much factual, detailed and relevant information as is required for the Board to reach well-informed decisions. The CEO also maintains continual dialogue with the Chairman of the Board and keeps him informed of the development and financial position of the Company and the Group.
AAK's Group management team consists of thirteen persons from six countries: the CEO, CFO, CMO, CTO, HR/Communications, and President European Supply Chain, as well as seven persons in charge of business areas/countries. The Group management team meets on a monthly basis and deals with the Group's financial development, investments, synergy and productivity projects, acquisitions, Group-wide development projects, leadership and competence supply and other strategic issues. The meetings are chaired by the CEO, who reaches decisions in consultation with the other members of the Group management team. The Group has a small number of Group employees, who are responsible for Group-wide activities, such as financial performance, tax, IT, internal audit, strategy, investor relations, information and legal issues. The CEO and the Group management team are presented on pages 28–29. For remuneration principles and salaries and other fees paid to the CEO and the Group management team, please see Note 8.
AAK's business areas are Food Ingredients, Chocolate & Confectionery Fats and Technical Products & Feed. The heads of each business area/country are responsible for goals, strategies, product development and day-to-day business issues, as well as for profit, cash flow and balance sheets for the unit in question. The business areas in turn are organised into different sectors with responsibility for day-to-day business issues. Direction is exercised through internal boards, which meet four times a year. At these meetings, AAK's President/CEO acts as chairman of the board, and the Group CFO also participates. Other executives are co-opted as necessary. In all countries where AAK has subsidiaries, a Country Manager has legal charge of operations. The Country Manager's task is to represent AAK vis-à-vis public authorities in the country, to coordinate operations on the ground, organization and Groupwide procedures/projects and to ensure that Group-wide guidelines are complied with. For each such country, one member of the Group management team has been appointed to have overriding responsibility for operations. This person is the superior of the Country Manager, and in most cases acts as chairman of the local legal board.
The Board is responsible for AAK's internal control, the overall purpose of which is to protect the owners' investments and the Company's assets. The Board shall provide a description of how internal control and risk management relating to financial reporting are organised in a separate section of this Corporate Governance Report. Internal control relating to financial reporting is a process involving the Board, the company management team and personnel.
The process has been designed to ensure the reliability of external reporting. According to the commonly accepted framework established for this purpose, internal control is usually described from five different aspects, which are described below. The control environment forms the basis for internal management and control.
Risk assessment and risk management mean that the management is aware of and has itself assessed and analysed risks and threats to operations.
Control activities are the measures and procedures designed by the management to prevent errors from arising and for discovering and correcting errors that do arise. In order for individual tasks to be carried out in a satisfactory manner, the personnel in an organization need to have access to current and relevant information. The final module of the model relates to follow-up of internal management and the design and effectiveness of controls.
AAK's organization is designed to facilitate quick decision-making. Operational decisions are therefore made at business area or subsidiary level, while decisions about strategies, acquisitions and overriding financial issues are taken by the company's Board and Group management team. The organization is characterised by clear division of responsibilities and effective and established management and control systems, covering all units within AAK.
The basis for the internal control relating to financial reporting consists of an overall control environment in which the organization, decision-making routes, authorities and responsibilities have been documented and communicated in management documents, such as AAK's financial policy, raw material purchasing policy, the manual on financial reporting and the authorisation rules set by the CEO. AAK's finance functions are integrated through a joint consolidation system and joint accounting instructions. The Group's finance unit works closely and effectively with the controllers of subsidiaries in relation to year-end financial statements and reporting.
As a supplement to the internal control, under a specific plan, an annual audit of some units in the Group is carried out on a rotating basis by the Group's central Finance Department, in collaboration with an independent international accounting firm. AAK has decided not to set up a separate review function (internal audit), as the functions mentioned above fulfil this task well. All of AAK's subsidiaries report on a monthly basis. These reports form the basis for the Group's consolidated financial reporting. Each legal unit has a controller who is responsible for the financial management of each business area, and for ensuring the financial reports are correct, complete and delivered in time for consolidated reporting.
Through its international presence, the AAK Group is exposed to a number of different risks. Risk management within the Group is run in accordance with fixed policies and procedures, which are reviewed annually by AAK's Board. Risks relating to commodities are managed using the Group's raw material purchasing policy. Risks relating to currency, interest and liquidity are mainly governed by AAK's finance policy. The Group's credit policy directs the management of credit and contract risks. Effective risk management unites operational business development with the requirements of owners and other stakeholders for improvements in control and long-term value. Risk management aims to minimise risks, but also to ensure that opportunities are utilised in the best possible way. Risk management covers the following areas of risk: strategic risks relating to the market and sector, commercial, operational and financial risks, compliance with external and internal regulatory frameworks and financial reporting. The main components of risk assessment and management are identification, evaluation, management, reporting, follow-up and control. For further information about AAK's risk management, please see Note 3.
The risks identified relating to financial reporting are handled via the company's control activities. These control activities aim to prevent, identify and correct errors and discrepancies. Control activities take the form of manual controls, such as reconciliation and stocktaking, automatic controls via the IT systems and general controls of the underlying IT environment. Detailed financial analyses of the result and follow-up against budgets and forecasts supplement the operation-specific controls and provide overall confirmation of the quality of the reporting.
To ensure the completeness and accuracy of its financial reporting, the Group has adopted guidelines for information and communication aimed at ensuring relevant and significant exchange of information within business operations, both within each unit and to and from management and the Board. Policies, handbooks and working practices relating to the financial process are communicated between the management and employees, and are available in electronic format and/or printed format. The Board receives regular feedback on internal control from the Audit Committee. To ensure that external information is correct and complete, AAK has an information policy adopted by the Board, which states what is to be communicated, by whom and in what way.
The effectiveness of the process for risk assessment and execution of control activities is followed up continuously. The follow-up covers both formal and informal procedures, which are used by those responsible at each level. The procedures include follow-up of results against budgets and plans, analyses and key figures. The Board receives monthly reports about the Group's financial position and development. The company's financial situation is discussed at each Board meeting, and the management team analyses the financial reporting at detailed level on a monthly basis.
At Audit Committee meetings, the Committee follows up the financial reporting and receives reports from the auditors about their observations.
AAK has a number of policies for the operations of the Group and its employees. These include:
Ethical guidelines for the Group have been drawn up with the aim of clarifying the Group's fundamental approach to ethical issues, both within the Group and externally with regard to customers and suppliers.
The Group's finance function works in accordance with instructions adopted by the Board, which provide a framework for how the Group's operations shall be financed, and for how, for example, currency and interest risks are to be handled.
The Group's information policy is a document describing the Group's general principles for the publication of information.
The Group's environmental policy provides guidelines for environmental work within the Group.
The consolidated income statement and balance sheet will be presented to the Annual General Meeting on 11 May 2016 for approval.
The Board of Directors and the Chief Executive Officer declare that the consolidated accounts have been prepared in accordance with IFRS International Accounting Standards, as adopted by the EU, and provide a true and fair view of the Group's financial position and results. The annual accounts have been prepared in accordance with generally accepted accounting practices and provide a true and fair view of the Parent's financial position and results.
The Directors' Report for the Group and Parent provides a true and fair view of the development of the business operations, financial position and results of the Group and Parent and describes the significant risks and uncertainty factors facing the Parent and the companies belonging to the Group.
Malmö, March 31, 2016
Chairman of the Board Chief Executive Officer
Melker Schörling Arne Frank Ulrik Svensson Marianne Kirkegaard and President
Member Member
Lillie Li Valeur Märta Schörling Leif Håkansson Annika Westerlund
Member Member Employee representative Employee representative
Audited and submitted on March 31, 2016 PricewaterhouseCoopers AB
Sofia Götmar-Blomstedt Authorised Public Accountant Lead Auditor
Report on the annual accounts and consolidated accounts We have audited the annual accounts and consolidated accounts of AAK AB (publ.) for the year 2015, except for the corporate governance statement on pages 77–81. The annual accounts and consolidated accounts of the company are included in the printed version of this document on pages 1–82.
Responsibilities of the Board of Directors and the Managing
Director for the annual accounts and consolidated accounts The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of these annual accounts in accordance with the Annual Accounts Act and of the consolidated accounts in accordance with International Financial Reporting Standards , as adopted by the EU, and the Annual Accounts Act, and for such internal control as the Board of Directors and the Managing Director determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these annual accounts and consolidated accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts and consolidated accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts and consolidated accounts. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the annual accounts and consolidated accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors and the Managing Director, as well as evaluating the overall presentation of the annual accounts and consolidated accounts.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.
In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of December 31, 2015 and of its financial performance and its cash flows for the year then ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of December 31, 2015 and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the EU, and the Annual Accounts Act. Our opinions do not cover the corporate governance statement on pages 77–81. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.
We therefore recommend that the annual meeting of shareholders adopt the income statement and balance sheet for the parent company and the group.
In addition to our audit of the annual accounts and consolidated accounts, we have also audited the proposed appropriations of the company's profit or loss and the administration of the Board of Directors and the Managing Director of AAK AB (publ.) for the year 2015. We have also conducted a statutory examination of the corporate governance statement.
The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss, and the Board of Directors and the Managing Director are responsible for administration under the Companies Act and that the corporate governance statement has been prepared in accordance with the Annual Accounts Act.
Our responsibility is to express an opinion with reasonable assurance on the proposed appropriations of the company's profit or loss and on the administration based on our audit. We conducted the audit in accordance with generally accepted auditing standards in Sweden.
As a basis for our opinion on the Board of Directors' proposed appropriations of the company's profit or loss, we examined whether the proposal is in accordance with the Companies Act.
As a basis for our opinion concerning discharge from liability, in addition to our audit of the annual accounts and consolidated accounts, we examined significant decisions, actions taken and circumstances of the company in order to determine whether any member of the Board of Directors or the Managing Director is liable to the company. We also examined whether any member of the Board of Directors or the Managing Director has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
Furthermore, we have read the corporate governance statement and based on that reading and our knowledge of the company and the group we believe that we have a sufficient basis for our opinions. This means that our statutory examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden.
We recommend to the annual meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.
A corporate governance statement has been prepared, and its statutory content is consistent with the other parts of the annual accounts and consolidated accounts.
Malmö, March 31, 2016 PricewaterhouseCoopers AB
Sofia Götmar-Blomstedt Authorized Public Accountant Lead Auditor
AAK's shares have been traded since October 2, 2006 on the NASDAQ OMX, Stockholm, the Nordic List. As from 2 January 2014, AAK shares have been traded in the Large Cap (previously Mid Cap) segment in the Consumer Commodities sector. The abbreviation is AAK and the ISIN code is SE0001493776.
During 2015, 13.9 million (11.7) shares were traded at a total value of SEK 7,345 million (4,748), which corresponds to a turnover rate of 33 percent (28). The average trade per trading day was 55,762 shares (46,863) or SEK 29 million (19). At the year-end, the price was SEK 627.50 (417.50) and AAK's market value was SEK 26,536 million (17,417). The highest price during the year was SEK 658.50 (December 1) and the lowest price was SEK 407.10 (January 14).
As at December 31, 2015, the share capital of AAK was SEK 422,884,890 (417,190,890). The number of shares was 42,288,489 (41,719,089). The quota value per share was SEK 10. Each share entitles the holder to one vote. All shares have equal rights to participate in the profits and assets of the Company.
There were 9,124 shareholders (8,425) as at December 31, 2015.
The Board of Directors has adopted a dividend policy. According to the new policy, the objective of the Board of Directors, taking into account the development of Group earnings, its financial position and future development opportunities, is to propose annual dividends equivalent to at least 30 to 50 percent of the profit for the year, after tax, for the Group.
The Board of AAK proposes a dividend for the 2015 financial year of SEK 7.75 (6.75) per share, a total of SEK 328 million (284).
AAK's aim is for the shares to be valued on the basis of relevant, accurate and up-to-date information. This requires a clear strategy for financial communication, reliable information and regular contact with financial market stakeholders.
Contact with the financial markets takes place via presentations in conjunction with quarterly reports and meetings with analysts, investors and journalists at capital market days, seminars and visits to AAK's divisions.
During 2015, a capital market day was held in Stockholm and a large number of meetings were held with analysts and other professional operators on site in Frankfurt, Helsinki, Copenhagen, London, New York, Paris and Stockholm.
Those interested can obtain presentation material and listen to audio recordings from quarterly presentations at www.aak.com.
ABG Sundal Collier – Casper Blom Berenberg Bank – James Targett Carnegie Investment Bank – Fredrik Villard Exane BNP Paribas – Heidi Vesterinen Handelsbanken – Karri Rinta Nordea Bank – Patrik Setterberg SEB Enskilda – Stefan Cederberg
Financial information about AAK is available at www.aak.com, where financial reports, press releases and presentations can be obtained. The Company's press releases are distributed via Cision and are also available on the Company's website.
The Company management can be contacted as follows: Telephone: +46 (0)40 627 83 00 E-mail: [email protected]
Fredrik Nilsson CFO Telephone: +46 (0)40 627 83 00 E-mail: [email protected]
| No. of shares |
Proportion of share capital and votes, % |
|
|---|---|---|
| Melker Schörling AB | 13,899,301 | 32.9 |
| AMF – Försäkring och Fonder |
4,166,033 | 9.8 |
| SEB Investment Management |
1,914,617 | 4.5 |
| Alecta Pensionsförsäkring | 1,800,000 | 4.3 |
| Didner & Gerge Fonder Aktiebolag |
1,730,707 | 4.1 |
| Handelsbanken Fonder AB | 1,654,230 | 3.9 |
| Swedbank Robus Fonder | 1,555,573 | 3.7 |
| CBNY – Norges bank | 568,090 | 1.3 |
| Nordea Investment Funds | 543,981 | 1.3 |
| Livförsäkringsbolaget Skandia |
493,137 | 1.2 |
| Other shareholders | 13,962,820 | 33.0 |
| Total | 42,288,489 | 100.0 |
| Distribution of shareholdings, December 30, 2015 | |||||
|---|---|---|---|---|---|
| No. of shares | No. of shareholders |
Proportion of all shareholders, % |
Proportion of share capital and votes, % |
||
| 1–500 | 7,272 | 79.7 | 2.4 | ||
| 501–1,000 | 854 | 9.4 | 1.7 | ||
| 1,001–5,000 | 687 | 7.5 | 3.7 | ||
| 5,001–10,000 | 93 | 1.0 | 1.6 | ||
| 10,001–15,000 | 46 | 0.5 | 1.4 | ||
| 15,001–20,000 | 23 | 0.3 | 1.0 | ||
| 20,001– | 149 | 1.6 | 88.2 | ||
| Total | 9,124 | 100.0 | 100.0 |
| 2015 | 2014 | |
|---|---|---|
| Share price, reporting date, SEK |
627.50 | 417.50 |
| Dividend, SEK | 7.75 | 6.75 |
| Direct yield, % | 1.23 | 1.61 |
| Earnings per share, SEK |
22.17 | 21.15 |
| Equity per share, SEK |
156.77 | 138.51 |
| Share price/Equity | 3.00 | 3.01 |
Definitions, see page 86.
Equity, non-controlling share of equity and deferred tax liability divided by balance sheet total.
Profit/loss for the year as a percentage of average shareholders' equity.
Return on operating capital Operating profit divided by average operating capital.
Gross contribution Operating income minus cost of goods.
Share price/Equity Share price divided by equity per share.
Direct yield Dividend per share as a percentage of the share price.
Equity per share Equity divided by average number of shares at the balance sheet date.
Capital turnover rate Net sales divided by average operating capital.
Cash and cash equivalents Cash and bank balances plus short-term investments with a maturity of less than three months.
Earnings per share Profit/loss for the year divided by the average number of shares on the balance sheet date.
The total of interest-bearing liabilities minus interest-bearing assets.
Share price divided by earnings per share.
Operating profit/loss plus financial income divided by financial expenses.
Non-interest-bearing current assets minus non-interest-bearing liabilities excluding deferred tax.
Net borrowings divided by equity including non-controlling interests.
Equity including non-controlling interests as a percentage of balance sheet total.
Total assets minus cash and cash equivalents, interest-bearing receivables and non-interest-bearing operating liabilities, but excluding deferred tax.
Dividend per share as a percentage of earnings per share.
AAK AB (publ.) will provide financial information for the 2016 financial year on the following occasions:
Reports and press releases are available in English and Swedish and can be ordered from:
AAK AB (publ.) Corporate Communications Jungmansgatan 12 211 19 Malmö, Sweden Telephone: +46 (0)40-627 83 00 Fax: +46 (0)40-627 83 11 E-mail: [email protected]
More information on AAK AB (publ.) is available on the Company's website: www.aak.com
AAK AB (publ.)'s Annual General Meeting will take place on Wednesday, May 11, 2016 at 2 p.m. at Europaporten in Malmö. Doors to the Annual General Meeting open at 1 p.m. and registration must be completed before 2 p.m., at which time the voting list will be established.
Shareholders are entitled to attend the Annual General Meeting if they are registered in the printout of the shareholders' register created on Wednesday, May 4, 2016, and if they have given notice that they will attend the Annual General Meeting by 4 p.m. on Wednesday, May 4, 2016.
The company is a reconciliation company and its shares are affiliated with Euroclear Sweden AB, the Swedish central securities depository. This means that, in order to be entitled to attend the Annual General Meeting, shareholders must be entered in the shareholders' register held by Euroclear Sweden AB as per Wednesday, May 4, 2016. Anyone who has had shares registered through a nominee must temporarily register the shares in their own name to be able to attend the Annual General Meeting. This should be done in good time before this date.
Shareholders who wish to attend the Annual General Meeting must notify the Company by one of the following alternatives:
In the notification, the shareholder must specify his or her name, address, phone number, personal or corporate identity number and shareholding. For shareholders who are represented by proxies, the original proxy form must be sent with the notification. Anyone representing a legal entity must show a copy of the certificate of incorporation or equivalent authorization documents showing they are an authorized signatory.
Notice of the Annual General Meeting is published in Post- och Inrikes Tidningar and on the Company's website, including a full agenda. An advertisement regarding the Annual General Meeting being convened will be published in Svenska Dagbladet.
AAK AB (publ.) Jungmansgatan 12 SE-211 19 Malmö, Sweden Phone: +46 40 627 83 00 Fax: +46 40 627 83 11 E-mail: [email protected] www.aak.com Corporate identity no. 556669-2850
For more information, please visit our website www.aak.com.
* As of May 16, 2016, the head office will be located at Skrivaregatan 9, SE-215 32 Malmö, Sweden.
This document is a translation of the Swedish language version. In the event of any discrepancies between the translation and the original Swedish AAK Annual Report 2015, the latter shall prevail.
We develop and provide value-adding vegetable oil solutions in close collaboration with our customers, enabling them to achieve long-lasting business results.
We do so through our in-depth expertise in oils & fats within food applications, working with a wide range of raw materials and broad process capabilities.
Through our unique co-development approach we bring together our customers' skills and know-how with our capabilities and mindset. By doing so, we solve customer specific needs across many industries – Bakery, Chocolate & Confectionery, Dairy, Foodservice, Infant Nutrition, Personal Care, and more.
AAK's proven expertise is based on 140 years of experience within oils & fats. With our headquarters in Malmö, Sweden, 19 production facilities and customization plants, and sales offices in over 25 countries, our more than 2,700 employees are dedicated to providing innovative value-adding solutions to our customers.
So no matter where you are in the world, we are ready to help you achieve long-lasting results.
Explore more at www.aak.com
Published by AAK AB (publ.). Produced by AAK Corporate Communications. Graphics and original: www.johnjohns.se. Photography: Thomas Hergaard, www.benfoto.se, AAK, Shutterstock. Print: Exakta.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.