Annual Report • Mar 31, 2015
Annual Report
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| 40 | 1 EUR |
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| Nr. | Date of the deposition | No. 0214.596.464 | bb. | E D. |
C 1.1 | |
| ANNUAL ACCOUNTS IN EURO (2 decimals) | ||||||
| NAME: | BPOST NV | |||||
| Legal form: SADP Address: Centre Monnaie / Muntcentrum |
Nr.: 1 | |||||
| Postal Code: 1000 | City: Brussel 1 | |||||
| Country: Belgium | ||||||
| Register of Legal Persons (RLP) - Office of the commercial court at: Bruxelles | ||||||
| Internet address ": | ||||||
| Company number: | 0214.596.464 | |||||
| DATE | 13/06/2013 | of the deposition of the partnership deed OR of the most recent document mentioning the date of publication of the partnership deed and the act changing the articles of association, |
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| ANNUAL ACCOUNTS approved by the General Meeting of | 13/05/2015 | |||||
| concerning the financial year covering the period from | 1/01/2014 | 1111 | 31/12/2014 | |||
| Previous period from | 1/01/2013 | 1111 | 31/12/2013 | |||
| The amounts of the previous financial year are / are not ** identical to those which have been previously published. | ||||||
| COMPLETE LIST WITH name, profession, residence-address (address, number, postal code, municipality) and position with the enterprise, OF DIRECTORS, MANAGERS AND AUDITORS |
||||||
| THITS TOHNNY | ||||||
| Klein Overlaer 75, 3320 Hoegaarden, Belgium | ||||||
| Title : Delegated director | ||||||
| Mandate : 7/01/2008- 25/02/2014 | ||||||
| VAN GERVEN KOEN | ||||||
| Celestijnenlaan 52, 3001 Heverlee, Belgium | ||||||
| Title : Delegated director | ||||||
| Mandate : 26/02/2014- 25/02/2020 | ||||||
| DUREZ MARTINE | ||||||
| Avenue Saint-Pierre 34, 7000 Mons, Belgium | ||||||
| Title : President of the board of directors | ||||||
| Mandate : 17/01/2012- 23/06/2014 | ||||||
| MASAI FRANCOISE | ||||||
| Kindermansstraat 1, box 1, 1050 Brussel 5, Belgium | ||||||
| Title : President of the board of directors | ||||||
| Mandate : 23/06/2014- 16/01/2018 | ||||||
| Enclosed to these annual accounts: MANAGEMENT REPORT, REPORT OF THE AUDITORS | ||||||
| of service: | Total number of pages deposited: 5.1, 5.2.4, 5.3.4, 5.4.2, 5.5.2, 5.16 |
91 | Number of the pages of the standard form not deposited for not being | |||
| Signature | Signature | |||||
| (name and position) | (name and position) | |||||
| MASAl Françoise | VAN GERVEN Koen |
Managing Director
Chairperson of the Board of Directors
* Optional statement.
** Delete where appropriate.
| Nr. 0214.596.464 |
|---|
C 1.1
LIST OF DIRECTORS, MANAGERS AND AUDITORS (continuation of the previous page)
Avenue des Aubépines 1, 1780 Wemmel, Belgium Title : Director Mandate : 17/01/2012- 16/01/2018
Beukendreef 10, 9770 Kruishoutem, Belgium Title : Director Mandate : 17/01/2012- 16/01/2018
PEDERSEN KNUD-BORNE Kobmandsgarden 48, 4130 Viby Sjaelland, Denmark Title : Director Mandate : 17/01/2012- 22/09/2014
WIND BJARNE Elmevaenget 37, 2880 Bagsvaerd, Denmark Title : Director Mandate : 17/01/2012- 22/09/2014
VEN CAROLINE Hoogveld 10, box 1, 2600 Berchem (Antwerpen), Belgium Title : Director Mandate : 17/01/2012- 16/01/2018
LEVAUX LAURENT Avenue du Maréchal 23, 1180 Brussel 18, Belgium Title : Director Mandate : 17/01/2012- 16/01/2018
CORNELIS FRANCOIS c/o R.A.B. - Rue d'Arlon 53, 1040 Brussel 4, Belgium Title : Director Mandate : 27/05/2013- 8/05/2019
DUTORDOIR SOPHIE Pelikaanhof 5, 3090 Overijse, Belgium Title : Director Mandate : 27/05/2013- 8/05/2019
HOLTHOF BRUNO ZNA Sint-Elisabeth - Leopoldstraat 26, 2000 Antwerpen, Belgium Title : Director Mandate : 27/05/2013- 8/05/2019
| Nr. 0214.596.464 |
|---|
C 1.1
LIST OF DIRECTORS, MANAGERS AND AUDITORS (continuation of the previous page)
Chausee de Gand 1257, 1082 Sint-Agatha-Berchem, Belgium Title : Director Mandate : 25/03/2014- 24/03/2020
Rue Leopold 7, box B8, 1000 Brussel 1, Belgium Title : Director Mandate : 22/09/2014- 9/05/2018
Sheen Park 54, TW9 1UP Richmond, United Kingdom Title : Director Mandate : 22/09/2014- 9/05/2018
De Kleetlaan 2, 1831 Diegem, Belgium Title : Auditor, Number of membership : B00160 Mandate : 18/04/2012- 15/04/2015 Represented by: GOLENVAUX ERIC Zavelstraat 6 , 1970 Wezembeek-Oppem, Belgium
Rue de l'Yser 207, 4430 Ans, Belgium Title : Auditor, Number of membership : B00416 Mandate : 18/04/2012- 15/04/2015 Represented by: DELVA LIEVEN Gustaaf Callierlaan 238 , 9000 Gent, Belgium
Rue de la Régence / Regentschapsstraat 2, 1000 Brussel 1, Belgium Title : Auditor, Number of membership : 00000000 Mandate : 1/10/2013- 30/09/2016
Rue de la Régence / Regentschapsstraat 2, 1000 Brussel 1, Belgium Title : Auditor, Number of membership : 00000000 Mandate : 1/10/2013- 30/09/2016
The managing board declares that the assignment neither regarding has been given to a person who was not authorised by law pursuant to art. 34 and 37 of the Law of 22nd April 1999 concerning the auditing and tax professions.
The annual accounts heve / have not * been audited or an external accountant or auditor who is not a statutory auditor.
If YES, mention here after, names, profession, residence-address of each external accountant or auditor, the number of membership with the professional Institute ad hoc and the nature of this engagement:
If the assignment mentioned either under A or B is performed by authorised accountants or authorised accountants, information will be given on: name, first names, profession and residence-address of each authorised accountanttax consultant, his number of membership with the Professional Institute of Accountants and the nature of this engagement.
| Name, first name, profession, residence-address | Number of membership |
Nature of the engagement (A, B, C and/or D) |
|---|---|---|
Delete where appropriate.
出来 Optional disclosure.
| Notes | Codes | Period | Previous period | |
|---|---|---|---|---|
| ASSETS | ||||
| FIXED ASSETS | 20/28 | 779.919.194.58 | 792.345.087,71 | |
| Formation expenses | 5.1 | 20 | ||
| Intangible fixed assets | 52 | 21 | 16.174.203.40 | 24.321.754.98 |
| Tangible fixed assets | 5.3 | 22/27 | 364.393.109.05 | 393.657.773.87 |
| Land and buildings | 22 | 190.070.694.42 | 207.433.535,02 | |
| Plant, machinery and equipment | 23 | 25.619.060,80 | 27.785.193,55 | |
| Furniture and vehicles | 24 | 43.630.835.60 | 49.740.690.38 | |
| Leasing and other similar rights | 25 | |||
| Other tangible fixed assets | 26 | 104.638.864,46 | 108.657.328.99 | |
| Assets under construction and advance payments | 27 | 433.653.77 | 41.025.93 | |
| Financial fixed assets | 5.4/ 5.5.1 |
28 | 399.351.882,13 | 374.365.558,86 |
| Affiliated enterprises | 5.14 | 280/1 | 399.242.355,02 | 374.240.271.75 |
| Participating interests | 280 | 308.214.428.74 | 291.142.871.36 | |
| Amounts receivable | 281 | 91.027.926,28 | 83.097.400,39 | |
| Other enterprises linked by participating interests | 5.14 | 282/3 | ||
| Participating interests | 282 | |||
| Amounts receivable | 283 | |||
| Other financial assets | 284/8 | 109.527,11 | 125.287.11 | |
| Shares | 284 | 40.824,00 | 40.824,00 | |
| Amounts receivable and cash guarantees | 285/8 | 68.703,11 | 84.463,11 | |
| CURRENT ASSETS | 29/58 | 940.399.344,87 | 822.313.114.48 | |
| Amounts receivable after more than one year | 29 | |||
| Trade debtors | 290 | |||
| Other amounts receivable | 291 | |||
| Stocks and contracts in progress | 3 | 10.184.091,87 | 7.024.636,43 | |
| Stocks | 30/36 | 10.184.091,87 | 7.024.636,43 | |
| Raw materials and consumables | 30/31 | 4.248.398,63 | 3.655.399,77 | |
| Work in progress | 32 | |||
| Finished goods | 33 | 3.727.859,55 | 2.086.407,32 | |
| Goods purchased for resale | 34 | 1.823.606.79 | 1.191.928,59 | |
| Immovable property intended for sale | 35 | 384.226.90 | 90.900.75 | |
| Advance payments Contracts in progress |
36 37 |
|||
| Amounts receivable within one year | 40/41 | 345.891.972,83 | 346.994.673,52 | |
| Trade debtors | 40 | 331.187.501,00 | 327.489.242,99 | |
| Other amounts receivable | 5.5.1/ | 41 | 14.704.471,83 | 19.505.430,53 |
| Current investments | 5.6 | 50/53 | 110.000.000.00 | 6.305.177,15 |
| Own shares | 50 | |||
| Other investments and deposits | 51/53 | 110.000.000.000.00 | 6.305.177.15 | |
| Cash at bank and in hand | 54/58 | 454.666.437.17 | 431.914.908,21 | |
| Deferred charges and accrued income | 5.6 | 490/1 | 19.658.843.00 | 30.073.719,17 |
| TOTAL ASSETS | 20/58 | 1.720.318.539.45 | 1.614.658.202,19 |
| Nr. 0214.596.464 | ||
|---|---|---|
| -- | ------------------ | -- |
| EQUITY AND LIABILITIES | Notes | Codes | Period | Previous period |
|---|---|---|---|---|
| EQUITY " | 10/15 | 481.999.052,36 | 437.116.528,08 | |
| Capital | 5.7 | 10 | 363.980.448,31 | 363.980.448,31 |
| Issued capital | 100 | 363.980.448,31 | 363.980.448.31 | |
| Uncalled capital | 101 | |||
| Share premium account | 11 | |||
| Revaluation surpluses | 12 | 76.039,96 | 78.039.96 | |
| Reserves | 13 | 50.846.959,34 | 50.846.959.34 | |
| Legal reserve | 130 | 50.846.957,82 | 50.846.957,82 | |
| Reserves not available In respect of own shares held |
131 1310 |
|||
| Other | 1311 | |||
| Untaxed reserves | 132 | |||
| Available reserves | 133 | 1:52 | 1,52 | |
| Accumulated profits (losses) | 14 | 67.095.604,75 | 22.213.080,47 | |
| Investment grants | 15 | |||
| Advance to associates on the sharing | ||||
out of the assets |
19 | |||
| PROVISIONS AND DEFERRED TAXES | 18 | 196.657.231.61 | 192.225.762,89 | |
| Provisions for liabilities and charges | 160/5 | 196.657.231,61 | 192.225.762,89 | |
| Pensions and similar obligations | 160 | 26.480.121.78 | 29.813.210.73 | |
| Taxation | 161 | |||
| Major repairs and maintenance | 162 | 1.457.837,59 | 1.782.204.97 | |
| Other liabilities and charges | DR | 163/5 | 168.719.272.24 | 160.630.347,19 |
| Deferred taxes | 168 | |||
| AMOUNTS PAYABLE | 17/49 | 1.041.662.255,48 | 985.315.911,22 | |
| Amounts payable after more than one year | 5.9 | 17 | 72.636.363,64 | 81.727.272.73 |
| Financial debts | 170/4 | 63.636.363.64 | 72.727.272.73 | |
| Subordinated loans | 170 | |||
| Unsubordinated debentures | 171 | |||
| Leasing and other similar obligations | 172 | |||
| Credit institutions | 173 | 63.636.363,64 | 72.727.272.73 | |
| Other loans | 174 | |||
| Trade debts | 175 | |||
| Suppliers | 1750 | |||
| Bills of exchange payable | 1751 | |||
| Advances received on contracts in progress | 176 | |||
| Other amounts payable | 178/9 | 9.000.000,00 | 00,000,000,000,00 | |
| Amounts payable within one year | 42/48 | 828.352.409,50 | 776.315.452.36 | |
| Current portion of amounts payable after more than one year falling due within one year |
5.9 | 42 | 80,608,080,8 | 60,608.080.080.8 |
| Financial debts | 43 | 1.018,95 | 138,16 | |
| Credit institutions | 430/8 | 1.018.95 | 138,16 | |
| Other loans | 439 | |||
| Trade debts | 44 | 177.713.373.92 | 168.373.842,05 | |
| Suppliers | 440/4 | 177.713.373,92 | 168.373.842.05 | |
| 441 | ||||
| Bills of exchange payable | ||||
| Advances received on contracts in progress | 46 | 28.321.851.78 | 28.201.087,38 | |
| Taxes, remuneration and social security | 5.9 | 45 | 439.815.991,54 | 419.367.389,02 |
| Taxes | 450/3 | 78.097.514.10 | 52.215.585,88 | |
| Remuneration and social security | 454/9 | 361.718.477.44 | 367.151.803,14 | |
| Other amounts payable | 47/48 | 173.409.264,22 | 151.282.086,66 | |
| Accrued charges and deferred income | 5.9 | 492/3 | 140.673.482.34 | 127.273.186,13 |
| TOTAL LIABILITIES | 10/49 | 1.720.318.539,45 | 1.614.658.202,19 | |
| Nr. 0214,596.464 | |
|---|---|
| -- | ------------------ |
| Notes | Codes | Period | Previous period | |
|---|---|---|---|---|
| Operating income | 70/74 | 2.268.945.286.13 | 2.275.002.856,60 | |
| Turnover | 5.10 | 70 | 2.236.161.666,53 | 2.239.530.196,21 |
| Increase (decrease) in stocks of finished goods, work and contracts in progress (+)(-) |
71 | 1.641.452,23 | 164.391,07 | |
| Own construction capitalised | 72 | |||
| Other operating income | 5.10 | 74 | 31.142.167,37 | 35.308.269,32 |
| Operating charges | 60/64 | 1.840.903.577,39 | 1.866.894.123,83 | |
| Raw materials, consumables | 60 | 11.326.179.96 | 11.820.776.65 | |
| Purchases | 600/8 | 12.036.645,83 | 13.240.125,49 | |
| Decrease (increase) in stocks (+)(-) | 609 | -710.465.87 | -1.419.348.84 | |
| Services and other goods | 61 | 561.689.589.27 | 556.805.083.51 | |
| Remuneration, social security costs and pensions (+)/(-) | 5.10 | 62 | 1.185.699.642.60 | 1.233.390.323,79 |
| Depreciation of and amounts written off formation expenses, Intangible and tangible fixed assets |
630 | 62.074.652,20 | 66.819.193.28 | |
| Amounts written down stocks, contracts in progress and trade debtors - Appropriations (write-backs) (+)(-) |
631/4 | 766.429,58 | 703.700.91 | |
| Provisions for risks and charges - Appropriations (uses and write-backs) |
5.10 | 635/7 | 4.431.468,72 | -13.552.083.81 |
| Other operating charges | 640/8 | 14.915.615,06 | 10.907.109,50 | |
| Operation charges carried to assets as restructuring COSts |
649 | |||
| Operating profit (loss) | 4066 | 428.041.708.74 | 408.108.732.77 | |
| Financial income | 75 | 20.002.966.06 | 12.996.495,04 | |
| Income from financial fixed assets | 750 | 12.072.976.29 | 6.770.578,50 | |
| Income from current assets | 751 | 4.770.727.10 | 3.997.650,44 | |
| Other financial income | 5.11 | 752/9 | 3.159.262,67 | 2.228.266,10 |
| Financial charges | 5.11 | 65 | 2.851.213,60 | 5.313.475,32 |
| Debt charges | 650 | 397.552.93 | 387.447,62 | |
| Amounts written down on current assets except stocks, contracts in progress and trade debtors |
651 | -129.629.73 | -32.213,60 | |
| Other financial charges | 652/9 | 2.583.290,40 | 4.958.241,30 | |
| Gain (loss) on ordinary activities before taxes (+)(-) | 9902 | 445.193.461.20 | 415.791.752.49 |
| Codes | Period | Previous period | ||
|---|---|---|---|---|
| Extraordinary income | 76 | 7.982.762.97 | 8.205.427.11 | |
| Write-back of depreciation and of amounts written down | ||||
| intangible and tangible fixed assets | 760 | 6.225.603,21 | ||
| Write-back of amounts written down financial fixed assets . | 761 | 7.982.762.97 | ||
| Write-back of provisions for extraordinary liabilities and charges |
762 | 1.979.823,90 | ||
| Gains on disposal of fixed assets | 783 | |||
| Other extraordinary income | 764/9 | |||
| Extraordinary charges | ଞ୍ଚିୟ | 6.052.402.77 | 17.681.019.55 | |
| Extraordinary depreciation of and extraordinary amounts written off formation expenses, intangible and tangible |
||||
| fixed assets | 0890 | 1.477.965,50 | 5,889,135,05 | |
| Amounts written down financial fixed assets | 661 | 2.096.360.27 | 11.590.880,42 | |
| Provisions for extraordinary liabilities and charges - Appropriations (uses) |
662 | -123.129.688.10 | ||
| Loss on disposal of fixed assets | 663 | |||
| Other extraordinary charges | 5.11 | 664/8 | 2.478.077.00 | 123.330.692,18 |
| Extraordinary charges carried to assets as restructuring COSts |
essa | |||
| Profit (loss) for the period before taxes (+)(-) | 9903 | 447.123.821.40 | 406.316.160,05 | |
| Transfer from postponed taxes | 780 | |||
| Transfer to postponed taxes | 680 | |||
| Income taxes | 67/77 | 150.240.107.68 | 158.102.012,86 | |
| Income taxes | 670/3 | 154.989.018.85 | 164.688.385.45 | |
| Adjustment of income taxes and write-back of tax provisions |
77 | 4.748.911.17 | 6.586.372.59 | |
| Profit (loss) for the period | 9904 | 296.883.713,72 | 248.214.147.19 | |
| Transfer from untaxed reserves | 789 | |||
| Transfer to untaxed reserves | 689 | |||
| Profit (loss) for the period available for appropriation (+)/(-) | 9905 | 296.883.713.72 | 248.214.147.19 |
| Cades | Period | Previous period | |
|---|---|---|---|
| Profit (loss) to be appropriated | 9906 | 319.096.794.19 | 250.084.774.14 |
| Gain (loss) to be appropriated | (9905) | 296.883.713.72 | 248.214.147.19 |
| Profit (loss) to be carried forward (+)(-) | 14P | 22.213.080.47 | 1.870.626.95 |
| Transfers from capital and reserves | 791/2 | 72.985.311.05 | |
| from capital and share premium account | 791 | ||
| from reserves | 792 | 72.985.311.05 | |
| Transfers to capital and reserves | 691/2 | 21.345.059.00 | |
| to capital and share premium account | 691 | ||
| to the legal reserve | 6920 | ||
| to other reserves | 6921 | 21.345.059.00 | |
| Profit (loss) to be carried forward | (14) | 67.095.604.75 | 22.213.080.47 |
| Owner's contribution in respect of losses | 794 | ||
| Profit to be distributed | 694/6 | 252.001.189.44 | 279.511.945.72 |
| Dividends | 694 | 252.001.189.44 | 279.511.945,72 |
| Director's or manager's entitlements | 695 | ||
| Other beneficiaries | 696 |
| Nr. 0214.596.464 |
|---|
| Codes | Period | Previous period | |
|---|---|---|---|
| RESEARCH AND DEVELOPMENT COSTS | |||
| Acquisition value at the end of the period | 18051P | xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx | 56.516.687.74 |
| Movements during the period | |||
| Acquisitions, including produced fixed assets | 8021 | ||
| Sales and disposals | 8031 | ||
| Transfers from one heading to another | 8041 | ||
| Acquisition value at the end of the period | 8051 | 56.516.687.74 | |
| Depreciation and amounts written down at the end of the period | 8121P | XXXXXXXXXXXXXXXXXX | 56.506.806,57 |
| Movements during the period | |||
| Recorded | 8071 | 4.398,63 | |
| Written back | 8081 | ||
| Acquisitions from third parties | 8091 | ||
| Cancelled owing to sales and disposals | 8101 | ||
| Transfers from one heading to another (+)((-) | 8111 | ||
| Depreciation and amounts written down at the end of the period | 8121 | 56.511.205,20 | |
| NET BOOK VALUE AT THE END OF THE PERIOD | 210 | 5.482.54 |
| Codes | Period | Previous period | |
|---|---|---|---|
| CONCESSIONS, PATENTS, LICENCES, KNOWHOW, BRANDS AND SIMILAR RIGHTS |
|||
| Acquisition value at the end of the period | 8052P | xxxxxxxxxxxxxxxxxxxx | 66.465.614.06 |
| Movements during the period | |||
| Acquisitions, including produced fixed assets | 8022 | 1.234.420.74 | |
| Sales and disposals | 8032 | ||
| Transfers from one heading to another (+)((-) | 8042 | ||
| Acquisition value at the end of the period | 8052 | 67.700.034.80 | |
| Depreciation and amounts written down at the end of the period | 8122P | xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx | 50.278.251.27 |
| Movements during the period | |||
| Recorded | 8072 | 5.756.983.34 | |
| Written back | 8082 | ||
| Acquisitions from third parties | 8092 | ||
| Cancelled owing to sales and disposals | 8102 | ||
| Transfers from one heading to another (+)(-) | 8112 | ||
| Depreciation and amounts written down at the end of the period | 8122 | 56.035.234.61 | |
| NET BOOK VALUE AT THE END OF THE PERIOD | 211 | 11.664.800,19 |
| Codes | Period | Previous period | |
|---|---|---|---|
| GOODWILL | |||
| Acquisition value at the end of the period | 8053P | xxxxxxxxxxxxxxxxxx | 43.710.961,83 |
| Movements during the period | |||
| Acquisitions, including produced fixed assets | 8023 | 325.666,61 | |
| Sales and disposals | 8033 | ||
| Transfers from one heading to another | 8043 | ||
| Acquisition value at the end of the period | 8053 | 44.036.628,44 | |
| Depreciation and amounts written down at the end of the period | 8123P | XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX | 35.586.450.81 |
| Movements during the period | |||
| Recorded | 8073 | 3.946.256.96 | |
| Written back | 8083 | ||
| Acquisitions from third parties | 8093 | ||
| Cancelled owing to sales and disposals | 8103 | ||
| Transfers from one heading to another (+)(-) | 8113 | ||
| Depreciation and amounts written down at the end of the period | 8123 | 39.532.707.77 | |
| NET BOOK VALUE AT THE END OF THE PERIOD | 212 | 4.503.920.67 |
| Codes | Period | Previous period | |
|---|---|---|---|
| LAND AND BUILDINGS | |||
| Acquisition value at the end of the period | 8191P | XXXXXXXXXXXXXXXXXX | 633.701.705.96 |
| Movements during the period | |||
| Acquisitions, including produced fixed assets | 8161 | ||
| Sales and disposals | 8171 | 20.285.085.07 | |
| Transfers from one heading to another | 8181 | -3.346.375,96 | |
| Acquisition value at the end of the period | 8191 | 610.070.244,93 | |
| Revaluation surpluses at the end of the period | 8251P | XXXXXXXXXXXXXXXXXXXX | 1.512.519,28 |
| Movements during the period | |||
| Recorded | 8211 | ||
| Acquisitions from third parties | 8221 | ||
| Cancelled | 8231 | ||
| Transfers from one heading to another | 8241 | ||
| Revaluation surpluses at the end of the period | 8251 | 1.512.519,28 | |
| Depreciation and amounts written down at the end of the period | 8321P | XXXXXXXXXXXXXXXXXXX | 427.780.690,22 |
| Movements during the period | |||
| Recorded | 8271 | 14.016.464.64 | |
| Written back | 8281 | ||
| Acquisitions from third parties | 8291 | ||
| Cancelled owing to sales and disposals | 8301 | 20.285.085.07 | |
| Transfers from one heading to another | 8311 | ||
| Depreciation and amounts written down at the end of the period | 8321 | 421.512.069.79 | |
| NET BOOK VALUE AT THE END OF THE PERIOD | (22) | 190.070.694.42 |
| Codes | Period | Previous period | |
|---|---|---|---|
| PLANT, MACHINERY AND EQUIPMENT | |||
| Acquisition value at the end of the period | 8192P | xxxxxxxxxxxxxxxxxxxx | 160.123.806,00 |
| Movements during the period | |||
| Acquisitions, including produced fixed assets | 8162 | 4.611.720,83 | |
| Sales and disposals | 8172 | 1.580.075.61 | |
| Transfers from one heading to another (+)((-) | 8182 | ||
| Acquisition value at the end of the period | 8192 | 163.155.451.22 | |
| Revaluation surpluses at the end of the period | 8252P | xxxxxxxxxxxxxxxxxxxx | |
| Movements during the period | |||
| Recorded | 8212 | ||
| Acquisitions from third parties | 8222 | ||
| Cancelled | 8232 | ||
| Transfers from one heading to another | 8242 | ||
| Revaluation surpluses at the end of the period | 8252 | ||
| Depreciation and amounts written down at the end of the period | 8322P | XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX | 132.338.612,45 |
| Movements during the period | |||
| Recorded | 8272 | 6.777 853.58 | |
| Written back | 8282 | ||
| Acquisitions from third parties | 8292 | ||
| Cancelled owing to sales and disposals | 8302 | 1.580.075,61 | |
| Transfers from one heading to another | 8312 | ||
| Depreciation and amounts written down at the end of the period | 8322 | 137.536.390.42 | |
| NET BOOK VALUE AT THE END OF THE PERIOD | (23) | 08 090.619.080.80 |
| Codes | Penod | Previous period | |
|---|---|---|---|
| FURNITURE AND VEHICLES | |||
| Acquisition value at the end of the period | 8193P | XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX | 186.199.804.91 |
| Movements during the period | |||
| Acquisitions, including produced fixed assets | 8163 | 8.613.958.00 | |
| Sales and disposals | 8173 | 5.770.560.00 | |
| Transfers from one heading to another | 8183 | ||
| Acquisition value at the end of the period | 8193 | 189.043.202.91 | |
| Revaluation surpluses at the end of the period | 8253P | XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX | |
| Movements during the period | |||
| Recorded | 8213 | ||
| Acquisitions from third parties | 8223 | ||
| Cancelled | 8233 | ||
| Transfers from one heading to another | 8243 | ||
| Revaluation surpluses at the end of the period | 8253 | ||
| Depreciation and amounts written down at the end of the period | 8323P | xxxxxxxxxxxxxxxxxx | 136.459.114.53 |
| Movements during the period | |||
| Recorded | 8273 | 14.723.812.78 | |
| Written back | 8283 | ||
| Acquisitions from third parties | 8293 | ||
| Cancelled owing to sales and disposals | 8303 | 5.770.560.00 | |
| Transfers from one heading to another | 8313 | ||
| Depreciation and amounts written down at the end of the period | 8323 | 145.412.367,31 | |
| NET BOOK VALUE AT THE END OF THE PERIOD | (24) | 43,630.835,60 |
| Codes | Period | Previous period | |
|---|---|---|---|
| OTHER TANGIBLE FIXED ASSETS | |||
| Acquisition value at the end of the period | 8195P | XXXXXXXXXXXXXXXXXXXX | 204.971.168,03 |
| Movements during the period | |||
| Acquisitions, including produced fixed assets | 8165 | 16.149.605,63 | |
| Sales and disposals | 8175 | 7.024.135.40 | |
| Transfers from one heading to another (+)((-) | 8185 | -1.841.223,00 | |
| Acquisition value at the end of the period | 8195 | 212.255.415.26 | |
| Revaluation surpluses at the end of the period | 8255P | XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX | 7.441.694.16 |
| Movements during the period | |||
| Recorded | 8215 | 0,01 | |
| Acquisitions from third parties | 8225 | ||
| Cancelled | 8235 | ||
| Transfers from one heading to another | 8245 | ||
| Revaluation surpluses at the end of the period | 8255 | 7.441.694.17 | |
| Depreciation and amounts written down at the end of the period | 8325P | xxxxxxxxxxxxxxxxxx | 103.755.533,20 |
| Movements during the period | |||
| Recorded | 8275 | 18.326.847.17 | |
| Written back | 8285 | ||
| Acquisitions from third parties | 8295 | ||
| Cancelled owing to sales and disposals | 8305 | 7.024.135,40 | |
| Transfers from one heading to another | 8315 | ||
| Depreciation and amounts written down at the end of the period | 8325 | 115.058.244.97 | |
| NET BOOK VALUE AT THE END OF THE PERIOD | (26) | 104.638.864.46 |
| Codes | Period | Previous period | |
|---|---|---|---|
| ASSETS UNDER CONSTRUCTION AND ADVANCED PAYMENTS | |||
| Acquisition value at the end of the period | 8196P | XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX | 355.739,87 |
| Movements during the period | |||
| Acquisitions, including produced fixed assets | 8166 | 392.627.84 | |
| Sales and disposals | 8176 | ||
| Transfers from one heading to another (+)(-) | 8186 | ||
| Acquisition value at the end of the period ----------------------------------------------------------------------------------------------------------------------------------- | 8196 | 748.367,81 | |
| Revaluation surpluses at the end of the period | 8256P | xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx | |
| Movements during the period | |||
| Recorded | 8216 | ||
| Acquisitions from third parties | 8226 | ||
| Cancelled | 8236 | ||
| Transfers from one heading to another | 8246 | ||
| Revaluation surpluses at the end of the period | 8256 | ||
| Depreciation and amounts written down at the end of the period | 8326P | xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx | 314.714,04 |
| Movements during the period | |||
| Recorded | 8276 | ||
| Written back | 8286 | ||
| Acquisitions from third parties | 8296 | ||
| Cancelled owing to sales and disposals | 8306 | ||
| Transfers from one heading to another | 8316 | ||
| Depreciation and amounts written down at the end of the period | 8326 | 314.714.04 | |
| NET BOOK VALUE AT THE END OF THE PERIOD | (27) | 433.653.77 |
| Acquisition value at the end of the period 384.910.513,57 83816 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX Movements during the period Acquisitions, including produced fixed assets 11.185.154.68 8361 Sales and disposals 8371 Transfers from one heading to another (+)(-) 8381 396.095.668.25 8391 Acquisition value at the end of the period Revaluation surpluses at the end of the period 8451P XXXXXXXXXXXXXXXXXXXXX Recorded 8411 Acquisitions from third parties 8421 Cancelled 8431 Transfers from one heading to another 8441 8451 Revaluation surpluses at the end of the period Amounts written down at the end of the period 8521P 92.996.642.21 XXXXXXXXXXXXXXXXXXXX Movements during the period Recorded 2.096.360.27 8471 7.982.762.97 Written back 8481 Acquisitions from third parties 8491 8501 Cancelled owing to sales and disposals Transfers from one heading to another 8511 8521 87.110.239,51 Amounts written down at the end of the period Uncalled amounts at the end of the period XXXXXXXXXXXXXXXXXXX 771.000,00 8551P Movements during the period 8541 Uncalled amounts at the end of the period 8551 771.000.00 NET BOOK VALUE AT THE END OF THE PERIOD 308.214.428.74 AFFILIATED ENTERPRISES - AMOUNTS RECEIVABLE NET BOOK VALUE AT THE END OF THE PERIOD 83.097.400,39 281P XXXXXXXXXXXXXXXXXXX Movements during the period Additions 7.432.198,74 8581 572.162.37 Repayments 8591 Amounts witten down BB01 8611 Amounts written back Exchange differences 8621 Other 8631 1.070.489,52 NET BOOK VALUE AT THE END OF THE PERIOD 91.027.926.28 (281) ACCUMULATED AMOUNTS WRITTEN OFF ON AMOUNTS 8651 RECEIVABLE AT THE END OF THE PERIOD |
Cades | Period | Previous period | |
|---|---|---|---|---|
| AFFILIATED ENTERPRISES - PARTICIPATING INTERESTS AND SHARES |
||||
| Movements during the period | ||||
| Codes | Period | Previous period | |
|---|---|---|---|
| OTHER ENTERPRISES - PARTICIPATING INTERESTS AND SHARES |
|||
| Acquisition value at the end of the period | взазь | XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX | 40.824,00 |
| Movements during the period | |||
| Acquisitions, including produced fixed assets | 8363 | ||
| Sales and disposals | 8373 | ||
| Transfers from one heading to another (+)(-) | 8383 | ||
| Acquisition value at the end of the period | 8383 | 40.824.00 | |
| Revaluation surpluses at the end of the period | 8453P | XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX | |
| Movements during the period | |||
| Recorded | 8413 | ||
| Acquisitions from third parties | 8423 | ||
| Cancelled | 8433 | ||
| Transfers from one heading to another | 8443 | ||
| Revaluation surpluses at the end of the period | 8453 | ||
| Amounts written down at the end of the period | 8523P | XXXXXXXXXXXXXXXXXX | |
| Movements during the period | |||
| Recorded | 8473 | ||
| Written back | 8483 | ||
| Acquisitions from third parties | 8493 | ||
| Cancelled owing to sales and disposals | 8203 | ||
| Transfers from one heading to another | 8513 | ||
| Amounts written down at the end of the period | 8523 | ||
| Uncalled amounts at the end of the period | 8553P | XXXXXXXXXXXXXXXXXXXX | |
| Movements during the period | 8543 | ||
| Uncalled amounts at the end of the period | 8553 | ||
| NET BOOK VALUE AT THE END OF THE PERIOD | (284) | 40.824.00 | |
| OTHER ENTERPRISES - AMOUNTS RECEIVABLE | |||
| NET BOOK VALUE AT THE END OF THE PERIOD | 285/8P | XXXXXXXXXXXXXXXXXXXX | 84.463.11 |
| Movements during the period | |||
| Additions | 8583 | 2.000,00 | |
| Repayments | B283 | ||
| Amounts witten down. | ведз | ||
| Amounts written back | 8613 | ||
| Exchange differences | 8623 | ||
| Other | 8833 | -17.760,00 | |
| NET BOOK VALUE AT THE END OF THE PERIOD | (285/8) | 68.703.11 | |
| ACCUMULATED AMOUNTS WRITTEN OFF ON AMOUNTS RECEIVABLE AT THE END OF THE PERIOD |
8853 | ||
List of both enterprises in wich the enterprise holds a participating interest (recorded in the heading 28 of assets) and other enterprises in which the enterprise holds rights (recorded in the headings 28 and 50/53 of assets) in the amount of at least 10% of the capital issued.
| Shares held by | Information from the most recent period for which annual accounts are available |
||||||
|---|---|---|---|---|---|---|---|
| NAME, full address of the REGISTERED OFFICE and for the enterprise governed by Belgian law, the COMPANY NUMBER |
directly | subsi- diaries |
Primary | Mone- | Capital and reserves | Net result | |
| Number | % | 0/0 | financial statement |
tary unit |
(+) or (-) (in monetary units) |
||
| Banque de La Poste PLC Boulevard Anspach 1 1000 Brussel 1 Belgium 0456.038.471 |
31/12/2013 | EUR | 349.068.000 | 27.881.000 | |||
| Shares without nominal value CERTIPOST PLC Muntcentrum / Centre Monnaie 1000 Brussel 1 Belgium 0475.396.406 |
450000 | 50,00 | 0,00 | 31/12/2013 | EUR | 24.184.540 | 17.033.052 |
| Shares without nominal value DELTAMEDIA PLC Muntcentrum / Centre Monnaie 1000 Brussel 1 Belgium 0424.368.565 |
8260 | 100.00 | 0,00 | 31/12/2013 | EUR | 3.296.397 | -2.441.333 |
| Shares without nominal value EURO-SPRINTERS PLC Muntcentrum / Centre Monnaie 1000 Brussel 1 Belgium 0447.703.597 |
71499 | 66.66 | 0,01 | 31/12/2013 | EUR | -2.350.021 | -10.824.758 |
| Shares without nominal value EXBO SERVICES INTERNATIONAL PLC Muntcentrum / Centre Monnaie 1000 Brussel 1 Belgium 0472.598.153 |
21676 | 88.88 | 0.01 | 31/12/2013 | EUR | 2.497.069 | -461.012 |
| Shares without nominal value SPEOS BELGIUM PLC Muntcentrum / Centre Monnaie 1000 Brussel 1 Belgium 0427.627.864 |
3419 | 99,97 | 0.03 | 31/12/2013 | EUR | 8.592.654 | 1.615.455 |
| Shares without nominal value ALTERIS PLC Muntcentrum / Centre Monnale 1000 Brussel 1 Belgium 0474.218.449 |
77413 100,00 | 0,00 | 31/12/2013 | EUR | 102.435.411 | 4.456.636 | |
| Shares without nominal value | 40999999 | 88.888 | 0.01 |
| NAME, full address of the REGISTERED OFFICE and for the enterprise governed by Belgian law, the COMPANY NUMBER |
Shares held by | Information from the most recent period for which annual accounts are available |
|||||
|---|---|---|---|---|---|---|---|
| directly | subsi- diaries |
Primary | Mone- | Capital and reserves | Net result | ||
| Number | 0/0 | 0/0 | financial statement |
tary unit |
(+) Or (-) (in monetary units) |
||
| BELGIAN POST INTERNATIONAL PLC Muntcentrum / Centre Monnaie 1000 Brussel 1 Belgium 0889.142.877 |
31/12/2013 | EUR | 1.478.405 | 338.591 | |||
| Shares without nominal value | 615 | 100,00 | 0.00 | ||||
| BPOST INTERNATIONAL (UK) LIMITED Unit A1, Parkway, Cranford Lane TW59QA Heston United Kingdom |
31/12/2013 | GBP | 395.883 | 731.929 | |||
| Ordinary shares | 32497599 | 100.00 | 0.00 | ||||
| LANDMARK GLOBAL INC. 212 Anacapa Street CA93101 Santa Barbara United States of America |
31/12/2013 | USD | 4.928.075 | 6.569.273 | |||
| 30445496 | 51,00 | 0,00 | |||||
| Ordinary shares LANDMARK TRADE SERVICES LIMITED 5130 Halford drive N9A6J3 Windsor Ontario Canada |
31/12/2013 | CAD | 615.299 | 193.549 | |||
| Ordinary shares BPOST US HOLDINGS INC. 2711 Centeville Road, Suite 400 19808 City of Wilmington, County of New Castle United States of America |
102 | 51,00 | 0,00 | 31/12/2013 | USD | 31.778.423 | -610.270 |
| Ordinary shares | 500000 | 100.00 | 0.00 | ||||
| TRAKPAK LTD 7/11 Station Road, Reading,Berkshire R61 1LG (Haines & Watts) United Kingdom |
GBP | 0 | 0 | ||||
| Ordinary shares | 100000 | 50,00 | 0,00 |
| Codes | Period | Previous period | |
|---|---|---|---|
| INVESTMENTS: OTHER INVESTMENTS AND DEPOSITS | |||
| Shares | 51 | ||
| Book value increased with the uncalled amount | 8681 | ||
| Uncalled amount | 8682 | ||
| Fixed Income securities | 52 | ||
| Fixed income securities issued by credit institutions | 8684 | ||
| Fixed term deposit with credit institutions | 53 | 110.000.000.00 | 6.305.177.15 |
| Falling due | |||
| less or up to one month | 8688 | ||
| between one month and one year | 8687 | 110.000.000,000 | 6.305.177.15 |
| over one year | 8688 | ||
| Other investments not yet shown seperately |
Allocation of heading 490/1 of assets if the amount is significant.
490 RENT PAID 490 OTHERS 491 REVENUE FOR DELIVERIES AND SERVICES, COMMISSIONS 491 FINANCIAL INCOME RECEIVED
Period 2.377.218.72 4.910.918,34 12.279.729,23 88.252,51
| STATEMENT OF CAPITAL | Codes | Perlod | Previous period | |
|---|---|---|---|---|
| Social capital | ||||
| Issued capital at the end of the period | 100P | XXXXXXXXXXXXXXXX | 363.980.448,31 | |
| Issued capital at the end of the period | (100) | 363.980.448,31 | ||
| Codes | Amounts | Number of shares | ||
| Changes during the period: | ||||
| Structure of the capital Different categories of shares |
||||
| S.F.P.I. + THE BELGIAN STATE | 185.766.825,60 | 102.075.649 | ||
| POST EMPLOYEES | 1.667.894,32 | 916-479 | ||
| Free float shares | 176.545.728.39 | 97.008.816 | ||
| Registered shares | 8702 | XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX | 100.002.047 | |
| Bearer shares and/or dematerialized shares | 8703 | XXXXXXXXXXXXXXXXXX | 99.998.897 |
| Codes | Uncalled capital |
Capital called, but not paid |
||
|---|---|---|---|---|
| Capital not paid | ||||
| Uncalled capital | (101) | XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX | ||
| Capital called, but not paid | 8712 | XXXXXXXXXXXXXXXXXXXXX | ||
| Shareholders having yet to pay up in full |
| Codes | Period | ||
|---|---|---|---|
| OWN SHARES | |||
| Held by the company itself | |||
| Amount of capital held | 8721 | ||
| Number of shares held | 8722 | ||
| Held by the subsidiaries | |||
| Amount of capital held | 8731 | ||
| Number of shares held | 8732 | ||
| Commitments to issue shares | |||
| Following the exercising of CONVERSION RIGHTS | |||
| Amount of outstanding convertible loans | 8740 | ||
| Amount of capital to be subscribed | 8741 | ||
| Corresponding maximum number of shares to be issued | 8742 | ||
| Following the exercising of SUBSCRIPTION RIGHTS | |||
| Number of outstanding subscription rights | 8745 | ||
| Amount of capital to be subscribed | 8746 | ||
| Corresponding maximum number of shares to be issued | 8747 | ||
| Authorized capital, not issued |
| Nr. 0214.596.464 |
|---|
| Codes | Period | |
|---|---|---|
| Shared issued, not representing capital | ||
| Distribution | ||
| Number of shares held | ||
| Number of voling rights attached thereto | ||
| Allocation by shareholder | ||
| Number of shares held by the company itself - | 8771 | |
| Number of shares held by its subsidairies |
1636 ACCRUAL FOR RISK FOR LOSSES & COSTS ON PEND.
1637 ACCRUAL FOR RISK & COSTS ON STAFF
| Period |
|---|
| 44.748.212,21 |
| 114.881.812,57 |
| 483.356.05 |
| 8.605.891,41 |
| INCOME | Codes | Period |
|---|---|---|
| ANALYSIS BY CURRENT PORTIONS OF AMOUNTS INITIALLY PAYABLE AFTER MORE THAN ONE YEAR |
||
| Amounts payable after more than one year, not more than one year | ||
| Financial debts | 80 800 000 8 | |
| Subordinated loans | 8811 | |
| Unsubordinated debentures | ||
| Leasing and other similar obligations | ||
| Credit Institutions | 60.608.060.8 | |
| Other loans | 8851 | |
| Trade debts | 8861 | |
| Suppliers | ||
| Bills of exchange payable | 8881 | |
| Advance payments received on contracts in progress | ||
| Other amounts payable | 8901 | |
| Total amounts payable after more than one year, not more than one year | 9.080.809.08 | |
| Amounts payable after more than one year, between one and five years | ||
| Financial debts | 8802 | 363.636.36 |
| Subordinated loans | 18812 | |
| Unsubordinated debentures | 1 8822 | |
| Leasing and other similar obligations | 8832 | |
| Credit institutions | 8842 | 36.363.636,36 |
| Other loans | 8852 | |
| Trade debts | 8802 | |
| Suppliers | 8872 | |
| Bills of exchange payable | 8882 | |
| Advance payments received on contracts in progress | 8802 | |
| Other amounts payable | 1 2068 | 8.000.000.00 |
| Total amounts payable after more than one year, between one and five years | 8912 | 45.363.636,36 |
| Amounts payable after more than one year, over five years | ||
| Financial debts | 8803 | 21.272.727,28 |
| Subordinated loans | 8813 | |
| Unsubordinated debentures | 8823 | |
| Leasing and other similar obligations | 8833 | |
| Credit Institutions | 8843 | 27.272.727.28 |
| Other loans | 8853 | |
| Trade debts | 8863 | |
| Suppliers | 8873 | |
| Bills of exchange payable | 8883 | |
| 8833 | ||
| Advance payments received on contracts in progress | ||
| Other amounts payable | Rads |
| Codes | Period | |
|---|---|---|
| AMOUNTS PAYABLE GUARANTEED (headings 17 and 42/48 of fiabilities) | ||
| Amounts payable guaranteed by Belgian public authorities | ||
| Financial debts | 8921 | 72.1272.73 |
| Subordinated loans | 8931 | |
| Unsubordinated debentures | 8941 | |
| Leasing and other similar obligations | 8951 | |
| Credit Institutions | 8961 | 72.121 272.73 |
| Other loans | 8971 | |
| Trade debts | 8981 | |
| Suppliers | 8991 | |
| Bills of exchange payable | 9001 | |
| Advance payments received on contracts in progress | ||
| Remuneration and social security | 9021 | |
| Other amounts payable | 9051 | |
| Total amounts payable guaranteed by Belgian public authorities | 72.121.212.73 | |
| Amounts payable guaranteed by real guarantees given or irrevocably promised by the enterprise on its own assets |
||
| Financial debts | 8922 | |
| Subordinated loans | 8932 | |
| Unsubordinated debentures | 8942 | |
| Leasing and other similar obligations | ||
| Credit Institutions | 8962 | |
| Other loans | 8972 | |
| Trade debts | ||
| Suppliers | 18882 | |
| Bills of exchange payable | ||
| Advance payments received on contracts in progress | ||
| Taxes, remuneration and social security | ||
| 2805 | 9032 | |
| Remuneration and social security | ||
| Other amounts payable | 8052 | |
| Total amounts payable guaranteed by real guarantees given or irrevocably promised by the enterprise on its own assets |
9062 | |
| AMOUNTS PAYABLE FOR TAXES, REMUNERATION AND SOCIAL SECURITY | ||
| Taxes (heading 450/3 of the liabilities) | ||
| Expired taxes payable | 9072 | |
| Non expired taxes payable | ||
| Estimated taxes payable | 78.097.514,10 | |
| Remuneration and social security (heading 454/9 of the liabilities) | ||
| Amount due to the National Office of Social Security | ||
| Other amounts payable relating to remuneration and social security | 9077 | 361.718.477.44 |
| Nr. | 0214.596.464 | C 5.9 |
|---|---|---|
| ACCRUED CHARGES AND DEFERRED INCOME | Penod | |
| Allocation of the heading 492/3 of liabilities if the amount is considerable | ||
| 4920 ACCRUED CHARGES | 38.979.394.40 | |
| 4929 OTHER ACCRUED CHARGES | 21.784.756.46 | |
| 4930 DEFFERED INCOME | 78.893.001.57 | |
| 4960 NEGATIVE CONVERSION DIFFERENCES | 1.016.329.91 | |
| Codes | Period | Previous period | |
|---|---|---|---|
| OPERATING INCOME | |||
| Net turnover | |||
| Broken down by categories of activity | |||
| Allocation into geographical markets | |||
| Other operating income | |||
| Total amount of subsidies and compensatory amounts obtained from public authorities |
740 | 154.000,00 | |
| OPERATING COSTS | |||
| Employees for whom the company has submitted a DIMONA declaration or are recorded in the general personnel register |
|||
| Total number at the closing date | adale | 26.725 | 28.112 |
| Average number of employees calculated in full-time equivalents | 9087 | 25.209.7 | 25.305,6 |
| Number of actual worked hours | 0088 | 35.605.976 | 37.956.812 |
| Personnel costs | |||
| Remuneration and direct social benefits | 620 | 954.180.561.68 | 986.303.737,08 |
| Employers' social security contributions | 621 | 194.712.443.55 | 205.962.845,22 |
| Employers' premiums for extra statutory insurances | 622 | 5.356.863.29 | 4.628.620,53 |
| Other personnel costs | 623 | 31.449.774.08 | 36,495.120,96 |
| Old-age and widows' pensions | 624 | ||
| Provisions for pensions Additions (uses and write-back) |
635 | -3.333.088,95 | -9.172.154.27 |
| Amounts written off | |||
| Stocks and contracts in progress | |||
| Recorded | 9110 | 9.670,69 | 597.769.65 |
| Witten back | 9111 | 523.881,88 | 324.252,97 |
| Trade debtors | |||
| Recorded | 9112 | 1,280:640,77 | 430.184.23 |
| Written back | 9113 | ||
| Provisions for risks and charges | |||
| Additions | 9115 | 36.515.915.08 | 39.557.581,09 |
| Uses and write-back | 32.084.446.36 | 53.109.644,90 | |
| Other operating charges | |||
| Taxes related to operation | 640 | 10.575.844.52 | 8.219.743,61 |
| Other charges | 641/8 | 4.339.770,54 | 2.687.365,89 |
| Hired temporary staff and persons placed at the enterprise's disposal | |||
| Total number at the closing date | agae | ||
| Average number calculated as full-time equivalents | 10087 | 674,8 | 0.03.0 |
| Number of actual worked hours | BOSBB | 1.333.474 | 1.192.201 |
| Charges to the enterprise | 617 | 32.421.272,99 | 28.077.891.69 |
| FINANCIAL RESULTS Other financial income Amount of subsidies granted by public authorities, credited to income for the period Capital subsidies 9125 Interest subsidies 9126 Allocation of other financial income 3.159.153.44 2.227.135,69 Other : exchange differences 109,23 1.130,41 Others 6501 Amounts written down off loan issue expenses and repayment premiums Intercalary interests recorded as assets 6503 Value adjustments to current assets 267.022,92 1.014.054.28 Appropriations 6510 Write-backs 1.046.267,88 396.652.65 6511 Other financial charges Amount of the discount borne by the enterprise, as a result of negotiating 653 amounts receivable Provisions of a financial nature Appropriations 6560 Uses and write-backs 6561 Allocation of other financial charges 1.156,568,60 3.515.511,62 654 Charges realised on exchange differences 509.634,60 533.032.76 655 Cash differences 841.875.76 846.414,81 658 Costs on banktransactions |
Codes | Period | Previous period |
|---|---|---|---|
| 75.211.44 110.220,62 659 Commissions on Postal mandates |
|||
| 659 Other -46.938.51 |
| Period | |
|---|---|
| EXTRAORDINARY RESULTS | |
| Allocation other extraordinary income | |
| Allocation other extraordinary charges | |
| Termination rental agreement | 2.325.894.07 |
| Other | 152.182.93 |
| Codes | Period | |
|---|---|---|
| INCOME TAXE | ||
| Income taxes on the result of the current period | 9134 | 152.054.313.30 |
| Income taxes paid and withholding taxes due or paid | 130.181.285.45 | |
| Excess of income tax prepayments and withholding taxes recorded under assets | 9136 | |
| Estimated additional laxes | 9137 | 21.873.077.85 |
| Income taxes on previous periods | 9138 | 2.934.705.55 |
| Taxes and withholding taxes due or paid | 19139 | |
| Estimated additional taxes estimated or provided for | 2 934.705.55 | |
| In so far as income taxes of the current period are materially affected by differences between the profit before taxes, as stated in the annual accounts, and the estimated taxable profit |
||
| DISALLOWED GOSTS | 21.800.808.73 | |
| DEFENITIV REVENUE EXEMPTION | -11.537.460,29 | |
| NOTIONNEL INTRESTS | -3.340.305.37 | |
An indication of the effect of extraordinary results on the amount of income taxes relating to the current period
| Codes | Period | |
|---|---|---|
| Status of deferred taxes | ||
| Deferred laxes representing assels | ||
| Accumulated tax losses deductible from future taxable profits | ||
| Other deferred taxes representing assets | ||
| Deferred taxes representing liabilities | ||
| Allocation of deferred taxes representing liabilities |
| Codes | Period | Previous Period | |
|---|---|---|---|
| THE TOTAL AMOUNT OF VALUE ADDED TAX AND TAXES BORNE BY THIRD PARTIES |
|||
| The total amount of value added tax charged | |||
| To the enterprise (deductible) | 9145 | 12.414.468.91 | 13.208.327.61 |
| By the enterprise | 9146 | 35.093.915.24 | 35.080.770.56 |
| Amounts retained on behalf of third parties for | |||
| Payroll withholding taxes | 193.233.488.81 | 220.394.866.49 | |
| Withholding taxes on investment income | 9148 | 24.050.949.51 | 13.999.391.17 |
| Code | Period | |
|---|---|---|
| PERSONAL GUARANTEES GIVEN OR IRREVOCABLY PROMISED BY THE ENTERPRISE AS SECURITY FOR DEBTS AND COMMITMENTS OF THIRD PARTIES |
9149 | |
| Of which | ||
| Bills of exchange in circulation endorsed by the enterprise | 9150 | |
| Bills of exchange in circulation drawn or guaranteed by the enterprise | 8151 | |
| Maximum amount for which other debts or commitments of third parties are guaranteed by the enterprise |
9153 | |
| REAL GUARANTEES | ||
| Real guarantees given or irrevocably promised by the enterprise on its own assets as a security of debts and commitments from the enterprise |
||
| Mortgages | ||
| Book value of the immovable proporties mortgaged | ||
| Amount of registration | 9171 | |
| Pledging on goodwill - amount of registration | 8181 | |
| Pledging of other assets - Book value of other assets pledged | ||
| Guarantees provided on future assets - Amount of assets involved | ||
| Real guarantees given or irrevocably promised by the enterprise on its own assets as a security of debts and commitments from third parties |
||
| Mortgages | ||
| Book value of the immovable proporties mortgaged | ||
| Amount of registration | ||
| Pledging on goodwill - amount of registration | ||
| Pledging of other assets - Book value of other assets pledged | ||
| Guarantees provided on future assets - Amount of assets involved | ||
| GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN THEIR OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISE |
||
| SUBSTANCIAL COMMITMENTS TO ACQUIRE FIXED ASSETS | ||
| SUBSTANCIAL COMMITMENTS TO DISPOSE FIXED ASSETS | ||
| FORWARD TRANSACTIONS | ||
| Goods purchased (to be received) | ||
| Goods sold (to be delvered) | ||
| Currencies purchased (to be received) | ||
| Currencies sold (to be delivered) | ||
Consignment goods: 1 433 778,53 €
Credit Lines : 43 607 946,76 €
Bank guarantee : 39 439 418,69 €
Situation with the State : 1 627 744,09 € Foreign currency bought on term : 58 055,97 €
Cf. Management Report 2014, point 5 : 'Risks and uncertainties'
A group insurance is granted to baremic contractual and non-baremic contractual employees with at least function "F".
| Code I | Period | |
|---|---|---|
| PENSIONS FUNDED BY THE ENTERPRISE | ||
| Estimated amount of the commitments resulting for the enterprise from past services | 9220 |
Methods of estimation
Provided the risks or benefits arising from such arrangements are material and where the disclosure of such risks or benefits is necessary for assessing the financial position of the financial impact of these arrangements have to be mentioned too:
OTHER RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE
| Codes | Period | Previous period | |
|---|---|---|---|
| AFFILIATED ENTERPRISES | |||
| Financial fixed assets | 399.242.355,02 | 374.240.271.75 | |
| Investments | 308.214.428,74 | 291.142.871,36 | |
| Amounts receivable subordinated | |||
| Other amounts receivable | 91.027.926,28 | 83.097.400,39 | |
| Amounts receivable | 13.103.787.30 | 18.418.770.25 | |
| After one year | |||
| Within one year | 13.103.787,30 | 18.418.770.25 | |
| Current investments | 9321 | ||
| Shares | |||
| Amounts receivable | |||
| Amounts payable | 14.553.822.55 | 17.418.563.58 | |
| After one year | 9.000.000.00 | 9.000.000.00 | |
| Within one year | 5.553.822.55 | 8.418.563,58 | |
| Personal and real guarantees | |||
| Provided or irrevocably promised by the enterprise, as security for debts or commitments of affiliated enterprises |
|||
| Provided or irrevocably promised by affiliated enterprises as security for debts or commitments of the enterprise |
|||
| Other substancial financial commitments | |||
| Financial results | |||
| Income from financial fixed assets | 12.072.976.29 | 6.770.578.50 | |
| Income from current assets | 2.817.681.80 | 2.737.144.87 | |
| Other financial income | |||
| Debts charges | |||
| Other financial charges | |||
| Gains and losses on disposal of fixed assets | |||
| Obtained capital gains | |||
| Obtained capital losses | |||
| ENTERPRISES LINKED BY PARTICIPATING INTERESTS | |||
| Financial fixed assets | |||
| Investments | |||
| Amounts receivable subordinated | |||
| Other amounts receivable | |||
| Amounts receivable | |||
| After one year | |||
| Within one year | |||
| Amounts payable | |||
| After one year | |||
| Within one year |
TRANSACTIONS WITH RELATED PARTIES OUTSIDE NORMAL MARKET CONDITIONS
Mention of such operations if they are material, stating the amount of these transactions, the nature of the relationship with the related party and other information about the transactions necessary for the understanding of the financial position of the company:
Nil

| Codes | Репод | |
|---|---|---|
| DIRECTORS AND MANAGERS, INDIVIDUALS OR BODIES CORPORATE WHO CONTROL THE ENTERPRISE WITHOUT BEING ASSOCIATED THEREWITH OR OTHER ENTERPRISES CONTROLLED BY THESE PERSONS, OTHER ENTERPRISES CONTROLLED BY THE SUB B. MENTIONED PERSONS WITHOUT BEING ASSOCIATED THEREWITH |
||
| Amounts receivable from these persons | 9500 | |
| Conditions on amounts receivable | ||
| Guarantees provided in their favour | 9501 | |
| Guarantees provided in their favour - Main condition | ||
| Other significant commitments undertaken in their favour | 9502 | |
| Other significant commitments undertaken in their favour - Main condition | ||
| Amount of direct and indirect remunerations and pensions, included in the income statement, as long as this disclosure does not concern exclusively or mainly, the situation of a single identifiable person |
||
| To directors and managers | a503 | |
| To former directors and former managers | 9504 |
| Codes | Period | |
|---|---|---|
| AUDITORS OR PEOPLE THEY ARE LINKED TO | ||
| Auditor's fees | 235.000.00 | |
| Fees for exceptional services or special missions executed in the company by the auditor | ||
| Other attestation missions | 73.000.00 | |
| Tax consultancy | 95062 | |
| Other missions external to the audit | 34.408.00 | |
| Fees for exceptional services or special missions executed in the company by people they are linked to |
||
| Other attestation missions | 95081 | |
| Tax consultancy | 95082 | |
| Other missions external to the audit | 95083 | |
Mention related to article 133 paragraph 6 from the Companies Code
INFORMATION THAT MUST BE PROVIDED BY EACH COMPANY, THAT IS SUBJECT OF COMPANY LAW ON THE CONSOLIDATED ANNUAL ACCOUNTS OF ENTERPRISES
The enterprise has drawn up publiced a consolidated annual statement of accounts and a management report*
The enterprise has not published a consolidated annual statement of accounts and a management report, since it is exempl for this obligation for the following reason2
The enterprise and its subsidiated basis exceed not more than one of the limits mentioned in art. 16 of Company Law
The enterprise itself is a subsidiary of an enterprise which does prepare and publish consolidated accounts, in which her yeady statement of accounts is included*
If yes, justification of the compliance with all conditions for exemption set out in art. 113 par. 2 and 3 of Company Law.
Name, full address of the registered office and, for an enterprise governed by Beigian Law, the company number of the parent company preparing and publishing the consolidated accounts required:
Name, full address of the registered offica and, for an enterprise governed by Belgian Law, the company number of the parent company(ies) and the specification whether the parent company(les) consolidated annual accounts in which the annual accounts of the enterprise are included **
If the parent company(ies) is (are) (an) enterprise(s) governed by foreign law disclose where the consolidated accounts can be obtained**
* Delete where no appropriate.
** Where the accounts of the enterprise are consolidated at different levels, the information should be given for the consolidated aggregate at the highest level on the one hand and the other hand of which the enterprise is a subsidiary and for which consolidated accounts are prepared and published.
| Nr. 0214.596.464 |
|---|
| Codes | Perlod | |
|---|---|---|
| Mentions related to article 134, paragraphs 4 and 5 from the Companies Law | ||
| Auditor's fees for carrying out an auditor's mandate on the level of the group led by the company that publishes the information |
325.000.00 | |
| Fees for exceptional services or special missions executed in this group by the auditor(s) | ||
| Other attestation missions | 85,500,00 | |
| Tax CONSULANCY | ||
| Other missions external to the audit | 34.408.00 | |
| Fees for the people they are linked to the auditor(s) for carrying out an auditor's mandate on the level of the group led by the company that publishes the information |
||
| Fees for exceptional services or special missions executed in this group by the people they are linked to the auditor(s) |
||
| Other attestation missions | ||
| Tax consultancy | ||
| Other missions external to the audit |
Mention related to article 133, paragraph 6 from the Companies Law
Numbers of joint industrial committees which are competent for the enterprise:
| During the period | Codes | Total | 1. Меп | 2. Women |
|---|---|---|---|---|
| Average number of employees | ||||
| Full-time | 20.661.9 | 14.784.6 | 5.877,3 | |
| Part-time | 7.135.4 | 3.654.7 | 3.480.7 | |
| Total of full-time equivalents (FTE) | 25.209.7 | 17.123.8 | 8.085.9 | |
| Number of hours actually worked | ||||
| Full-time | 29.023.989 | 21.241.841 | 7.782.148 | |
| Part-time | 6.581.987 | 3.372.557 | 3.209.430 | |
| Total | 35,605,976 | 24.614.398 | 10.991.578 | |
| Personnel costs | ||||
| Full-time | 943.698.345,60 | 679.934.658.00 | 263.763.687,60 | |
| Part-time | 1022 | 242.001.297,00 | 128.139.686.80 | 113.861.610,20 |
| Total | 1.185.699.642.60 | 808.074.344.80 | 377.625.297,80 | |
| Advantages in addition to wages | 1.915.981,60 | 1.305.344,00 | 610.637,60 |
| During the previous period | Codes | P. Total | 1P. Men | 2P. Women |
|---|---|---|---|---|
| Average number of employees | 25.305,6 | 17.338.3 | 7.967.3 | |
| Number of hours actually worked | 37.956.812 | 26.336.510 | 11.620.302 | |
| Personnel costs | 1023 | 1.233.390.323,79 | 847,685,562,45 | 385,704,761,34 |
| Advantages in addition to wages | 1.166.200.80 | 750.180.90 | 416.019.90 |
| At the closing date of the period | Codes | 1. Full-time | 2. Part-time | 3. Total in full-time equivalents |
|---|---|---|---|---|
| Number of employees | 105 | 19.906 | 6.819 | 24.262,5 |
| By nature of the employment contract | ||||
| Contract for an indefinite period | 110 | 19.445 | 6.812 | 23.797.4 |
| Contract for a definite period | 111 | 461 | 7 | 465.1 |
| Contract for the execution of a specifically assigned work | 112 | |||
| Replacement contract | 113 | |||
| According to the gender and by level of education Male |
120 | 14.253 | 3.480 | 16.488.2 |
| primary education | 1200 | 10.601 | 2.802 | 12.398,8 |
| secondary education | 1201 | 1.915 | 562 | 2.271,8 |
| higher education (non-university) | 1202 | 522 | 60 | 563,7 |
| university education | 1203 | 1.215 | 56 | 1.253,9 |
| Female | 121 | 5.653 | 3.339 | 7.774.3 |
| primary education | 1210 | 2.887 | 2.092 | 4.182.4 |
| secondary education | 1211 | 1.795 | 1.035 | 2.460.7 |
| higher education (non-university) | 1212 | 418 | 110 | 499.1 |
| university education | 1213 | 553 | 102 | 632.1 |
| By professional category | ||||
| Management staff | 130 | 74 | 2 | 75,8 |
| Employees | 134 | 19.653 | 6.416 | 23.786,6 |
| Workers | 132 | 179 | 401 | 400,1 |
| Other | 133 |
| Nr. 0214.596.464 |
|---|
| ------------------ |
| During the period | Codes | 1. Temporary personnel |
2. Persons placed at the disposal of the enterprise |
|---|---|---|---|
| Average number of employees | 150 | 674.8 | |
| Number of hours actually worked | 151 | 1.333.474 | |
| Charges of the enterprise | 152 | 32.421.272.99 |
| ENTRIES | Codes | 1. Full-time | 2. Part-time | 3. Total in full-time equivalents |
|---|---|---|---|---|
| The number of employees for whom the company has submitted a DIMONA declaration or are recorded in the personnel register during the financial year in the general personnel register |
205 | 6.118 | 688 | 6.291.9 |
| By nature of the employment contract | ||||
| Contract for an indefinite period | 1.250 | au | 1.299.0 | |
| Contract for a definite period | 211 | 4.868 | 598 | 4.992.9 |
| Contract for the execution of a specifically assigned work . 212 | ||||
| Replacement contract | 213 |
| DEPARTURES | Codes | 1. Full-time | 2. Part-time | 3. Total in full-time equivalents |
|
|---|---|---|---|---|---|
| The number of employees with a in the DIMONA declaration indicated or in the general personnel register listed date of termination of the contract during the financial year |
305 | 6.852 | 1.341 | 7.373.3 | |
| By nature of the employment contract | |||||
| Contract for an indefinite period | 310 | 1.502 | 1.329 | 2.015,6 | |
| Contract for a definite period | 311 | 5.350 | 12 | 5.357,7 | |
| Contract for the execution of a specifically assigned work | 312 | ||||
| Replacement contract | 313 | ||||
| employment contract | According to the reason for termination of the | ||||
| Retirement | 340 | 596 | 1.011 | 1.031,2 | |
| Unemployment with company allowance | 341 | ||||
| Dismissal | 342 | 524 | 08 | 570.0 | |
| Other reason | 343 | 5.732 | 232 | 5.772.1 | |
| Of which the number of persons who continue to render services to the enterprise at least half-time on a self-employed basis |
350 |
| Total number of official advanced professional training projects at | Codes | Male | Codes | Female |
|---|---|---|---|---|
| company expense | ||||
| Number of participating employees | 5801 | 9.763 | 5811 | 4.951 |
| Number of training hours | 5802 | 99.847 | 5812 | 50.630 |
| Costs for the company | 5803 | 11.735.448.00 | 5813 | 5.950.778.00 |
| of which gross costs directly linked to the training | 58031 | 11.735.448.00 | 58131 | 5.950.778.00 |
| of which paid contributions and deposits in collective funds | 58032 | 58132 | ||
| of which received subsidies (to be deducted) | 58033 | 58133 | ||
| Total number of less official and unofficial advance professional training projects at company expense |
||||
| Number of participating employees | 5821 | 16.037 | 5831 | 8.133 |
| Number of training hours | 5822 | 179.207 | 5832 | 90.887 |
| Costs for the company | 5823 | 6.057.266,00 | 5833 | 3.071.997,00 |
| Total number of initial professional training projects at company expense |
||||
| Number of participating employees | 5841 | 5851 | ||
| Number of training hours | 5842 | 5852 | ||
| Costs for the company | 5843 | 5853 |
The valuation rules are determined according to the provisions of the Royal Decree of 30 January 2001 in implementation of Company Law.
In respect of the requirement of a true and fair view the valuation rules of this Decree shall be deviated from in the following exceptional cases:
Reasons for the deviation:
The effects of the deviation on assets and liabilities, financial position and the result before taxation of the enterprise are as follows:
The valuation rules are (changed) in wording and application as compared to the preceding financial period; if so, the change related to:
and has a (positive) (negative) effect on the result for the financial period before taxation to the amount of
EUR.
The income statement fee (is not) significantly effected by income or charges relating to a previous financial period; if so, the material effect results from:
The figures of the financial period are not comparable with those of the preceding financial period for the following reason:
(In order to maintain comparability the figures of the preceding financial period are adjusted regarding to following reasons) (To compare the annual accounts of both financial poriods involved following information should be taken into account).
In absence of objective standards of appraisal following valuation of foreseable liabilities, contingent losses and diminuations in value is inevitably uncertain:
Other information necessary to give a true and fair view of the enterprise's liabilities, financial position and result:
Formation expenses are charged against income except for following costs capitalised:
The reorganization costs are {eapitalised}- (not capitalised) during the financial period; if so, this is justified as follows:
EUR research and development costs. Depreciation of these costs The amount of intangible assets includes and the depreciations for goodwill are charged over a period of (not more than) 5 years; if more than 5 years the period involved is justified as follows :
During the financial period the tangible assets (are not) revaluation if justified are as follows:
Depreciation recorded during the financial period:
| Methad | Basis | Depreciation rate | ||
|---|---|---|---|---|
| Assels | S (straightline) R (reducing balance) O (other) |
NR (not revalued) ನ್ನಿ (revalued) |
Principal costs Min. - Max. |
Ancillary costs Min. - Max. |
| 1. Formation expenses Restructuration expenses |
S | NR | 20,00 - 20,00 | 20,00 - 20,00 |
| 2. Intangible fixed assets Intangible fixed assets |
S | NE | 20,00 - 33,33 | 20,00 - 33,33 |
| 3. Buildings* Buildings |
S | NR | 3.33 - 10.00 | 3,33 - 10,00 |
| 4. Plant, machinery and equipments * Plant, machinery and equipments |
S | ાવ | 10.00 - 10.00 | 10,00 - 10,00 |
| 5. Vehicles* Vehicles |
S | NR | 10,00 - 25,00 | 10,00 - 25,00 |
| 6. Office furniture * Office furniture |
S | NR | 10,00 - 10,00 | 10,00 - 10,00 |
| 7. Other tangible fixed assets Other tangible fixed assets |
S | NR | 10,00 - 10,00 | 10,00 - 10,00 |
· Including leased assets wich should be disclosed on a separate line.
Tax deductible accelerated depreciation in excess of depreciation based on economic circumstances:
EUR. - cumulative amount regarding tangible asses acquired as of the financial period beginning after December 31, 1983:
During the financial period investments {are} (are not) revaluation is justified as follows:
EUR.
Inventories are valued at acquisition cost determined according to the method (to be disclosed) of the weighted average price method, Fifo, Lifo, by identifying individually the price of each element or by the lower market value
Raw materials : purchase price Consumables : purchase price Uniform supplies : purchase price
Work in progress - finished goods: Production cost or market value if inferior Postal stamps : printing cost
Goods purchased for resale:
Evaluated at purchase or market price FIFO method
Production cost or market value if inferior
· Production casts of stock and work in production of which exceeds more than one year (include) (does not include) on capital borrowed to finance the production.
Stocks total valued at market value amount to % of its book value at the end of the financial period.
(This information is only required in the event of a substantial difference).
Contracts in progress are valued (at production cost)
(at production cost increased by a portion of the profit according to the state of completion of the contract).
Libilities (include) (do not include) long-term debts, bearing no interests or at an unusual low interest; if so, a discount (has) (has not) been recognised and capitalised.
Debts, liabilities and commitments denominated in foreign currencies are translated in EUR using following citteria:
Exchange differences have been disclosed in the annual accounts as follows:
Concerning the rights to use property not capitalised (art. 102, § 1 of the Royal Decree of 30 January 2001 in implementation of Company Law), consideration and rental relating to the financial period if the leased immovable property, amount to: EUR.

| 1. | Selected financial figures |
|---|---|
| 2. | Key events of the year |
| 3. | Financial statements |
| 3.1. Income statement | |
| 3.2. Balance sheet | |
| 3.3. Changes in shareholders equity | |
| 4. Comments on figures | |
| 4.1. Income Statement | |
| 4.2. Balance Sheet | |
| in | Risks and uncertainties |
| 6. | Research and Development |
| 7. | Profit appropriation |
| 8. Branches | |
| 9. | Independence and expertise in the accounting and audit domain of at least one member of the Audit Committee. |
| 10. | Important events after the balance sheet date |
| 11. | Management and remuneration |
| 12. Information required by article 523 of the Companies code |
| Million C | 2014 | 2018 |
|---|---|---|
| Operating income | 2,268.9 | 2,275.0 |
| Payroll costs | 1,185.7 | 1,233.4 |
| Other operating costs | 655.2 | 633.5 |
| Profit from operation activities (EBIT) | 428.0 | 408.1 |
| Earnings after taxes | 296.9 | 248.2 |
| Other key figures | ||
| Dividend per share (€) | 1.26 | 1.13 |
| Number of employees (headcount at year end) | 26,725 | 28,112 |
Management report 2014
3 / 40
Landmark Global Inc., a 51% subsidiary of bpost, acquired 100% of the shares of Gout International BV and BEurope Consultancy BV in January 2014.
Gout International BV (2013: 3.8 million EUR revenue, now rebranded as Landmark Global (Netherlands) BV) and BEurope Consultancy BV (2013: 0.3 million EUR revenue, now rebranded as Landmark Trade Services (Netherlands) BV) are two Groningen-based Dutch companies. The main activity of Landmark Global (Netherlands) BV is Import services for US companies looking to sell their products in Europe. The service offering includes customs clearance, warehousing, pick & pack and last mile delivery. Landmark Trade Services (Netherlands) BV is a spin-off company of Landmark Global (Netherlands) BV which focuses on advising US customers on how to enter the European market. This includes both advice on customs/VAT set-up and on product registration in the various European countries.
In February 2014, Landmark Global Inc. acquired 100% of the shares of Ecom Global Distribution Ltd. (2013: 1.4 million EUR revenue, now rebranded as Landmark Global (UK) Limited), which provides import services for goods entering the UK, similar to the services offered by Landmark Global (Netherlands) BV. Its location right next to London Heathrow makes it ideally suited to service US to UK airlift imports.
Furthermore, in February 2014, Landmark Global Inc. acquired 100% of the shares of Starbase Global Logistics Inc (2013: 1.7 million EUR revenue, now rebranded Landmark Trade Services USA, Inc.), which provides import services for goods entering the US.
By Royal Decree dated February 26, 2014, the Belgian State appointed, on proposal of bpost's Board of Directors and upon recommendation of the Remuneration Committee, Koen Van Gerven as new CEO of bpost for a renewable term of 6 years.
By Royal Decree dated April 25, 2014, the Belgian State appointed, on proposal of bpost's Board of Directors and upon recommendation of the Remuneration Committee, Françoise Masai as chairperson of the Board of Directors, In replacement of Martine Durez who was granted honourable discharge.
By Royal Decree dated March 14, 2014, the Belgian State appointed, on proposal of bpost's Board of Directors and upon recommendation of the Remuneration Committee, Bernadette Lambrechts as member of the Board.
On March 24, 2014 bpost entered the BEL 20 index. The BEL 20 is the reference index of the Brussels stock exchange reflecting the valuation of the 20 largest companies in terms of free float market capitalization.
In the Joint Committee on May 22, 2014, an agreement was reached for the potential payment of a non-recurring bonus linked to the results in 2014-2015. A series of measures have also been agreed to improve the remuneration of the auxiliary postmen, in particular with regard to meal vouchers and the end-of-year bonus.
On September 22, 2014 bpost entered the DJ Stoxx Europe 600 index. This index captures the 600 most important European market capitalisations.
bpost's mergers and acquisitions strategy is to seek opportunities which can contribute to its core business either on the domestic market or on the international parcels' sector. In addition, opportunities are explored if they can provide a strong return on investment while allowing leveraging bpost's know-how in the transformation of postal operations. The latter is the reason for the company's interest in the acquisition of a majority stake in Posta Romana. This file is still in a preliminary stage.
Late September, home delivery by bpost of groceries ordered online has been rolled out to all inhabitants of Brussels and Walloon Brabant. Using the bpost platform "www.combo.be" shoppers can place their orders with participating stores, choose a delivery slot and combine orders placed at different retailers into one delivery. The service was extended to parts of Flemish Brabant at the end of October.
bpost strives to offer its customers the best options for the distribution of parcels. Since November, bpost started Saturday parcels' delivery in order to strengthen its offering. The delivery to parcels lockers was also launched. About 125 parcel lockers are installed across Belgium, where addressees can pick up their parcel 24h/24, 7 days a week. They have been set up at busy locations like train stations, department store car parks and large post offices. Finally, bpost also launched online parcel preparation (labelling, payment) and direct drop-off and pick-up in one of its 1,250 parcel points, leading to improved convenience for users.
The special general meeting of shareholders which was held on September 22, 2014 has appointed Ray Stewart and Michael Stone as independent directors of bpost with immediate effect. Ray Stewart and Michael Stone replace Bjarne Wind and K.B. Pedersen, both of whom tendered their resignation following the sale by CVC of substantially all of its participation in bpost's share capital.
The Board of Directors has restructured the executive management of bpost. As of September 1, 2014 the Management Committee and the Group Executive Management are both composed of Koen Van Gerven (CEO & Parcels), Pierre Winand (CFO), Marc Huybrechts (MRS director), Mark Michiels (HR) and Kurt Pierloot (MSO & International director).
In October, bpost announced the tariff increases on mail products applicable as of January 2015. In compliance with the regulatory framework, the average price rise for all domestic mail products will be 1.5%.
bpost has integrated its different international activities into one combined structure to leverage on the synergies and expertise of those entities in order to serve the parcels' distribution needs of the global e-commerce marketplace. The new organisation operates under the brand name "Landmark Global, a bpost company" and is led by Dave Mays, the current CEO and founder of Landmark Global, Inc. Kurt Pierloot represents Landmark Global in the bpost Group Executive Management,
bpost paid an interim dividend of 1.04 EUR gross per share on December 10, 2014, which represents an increase of 12% over the interim dividend paid in 2013. In accordance with the dividend policy adopted by the interim dividend was determined based on the BGAAP net profit of bpost SA/NV of 244.8 million EUR for the first 10 months of 2014. For the full year 2014, the BGAAP net profit of bpost SA/NV amounted to 296.9 million EUR, which results in a proposed total dividend of 1.26 EUR gross per share applying the dividend pay-out ratio of 85%. The final dividend of 0.22 EUR gross per share will be paid on May 20, 2015 after and subject to approval at the General Shareholders' Meeting.
bpost measures continuously the satisfaction of its customers through independent research surveys in order to define the areas of further improvement. In 2014, 88.3% of the customers surveyed were satisfied about the company's products and services, an improvement of 2.3 percentage points over the previous year.
After a five-month trial, the "City Logistics" city transport project has been launched. The project is now fully operational in Antwerp and a further rollout to Brussels is planned.
"City Logistics", allows logistic companies that have to deliver goods in the city center or in the Antwerp's harbor to deliver goods in a dedicated storage in the neighborhood of the city, bpost will deliver the goods with its own trucks the same day in a combined delivery to the final destination.
| Million C | 2014 | 2018 | Evol. % |
|---|---|---|---|
| Turnover | 2,236.2 | 2,239.5 | -0.1% |
| Other operating income | 32.7 | 35.5 | -7.9% |
| Total operating income | 2,268.9 | 2,275.0 | -0.3% |
| Material costs | 11.3 | 11.8 | -4.2% |
| Payroll costs | 1,185.7 | 1,233.4 | -3.9% |
| Services and other goods | 561.7 | 556.8 | 0.9% |
| Other operating costs | 15.7 | 11.6 | 35.3% |
| Provisions | 4.4 | -13.6 | -132.4% |
| Depreciation and amortization | 62.1 | 66.8 | -7.0% |
| Total operating expenses | 1,840.9 | 1,866.8 | -1.4% |
| Profit from operation activities (EBIT) | 428.0 | 408.1 | 4.9% |
| Earnings before interests and taxes, depreciation and amortizations (EBITDA) |
490.1 | 474.9 | 3.2% |
| Financial Revenues | 20.0 | 13.0 | 53.8% |
| Financial Costs | 2.9 | 5.3 | -45.396 |
| Profit from ordinary activities | 445.1 | 415.8 | 7.0% |
| Exceptional Revenues | 8.0 | 8.2 | -2.4% |
| Exceptional Costs | 6.1 | 17.7 | -65.5% |
| Income tax expenses | 150.2 | 158.1 | -5.0% |
| Earnings after taxes | 296.9 | 248.2 | 19.6% |
| Million C | 2014 | 2013 |
|---|---|---|
| Assets | ||
| Non-current assets | ||
| Intangible assets | 16.2 | 24.3 |
| Tangible assets | 364.4 | 393.7 |
| Financial assets | 399.4 | 374.4 |
| 779.9 | 792.4 | |
| Current assets | ||
| Long term receivables | 0.0 | 0.0 |
| Inventories | 10.1 | 7.0 |
| Trade and other receivables | 345.9 | 347.0 |
| Cash and cash equivalents | 564.6 | 438.2 |
| Deferred charges and accrued income | 19.7 | 30.1 |
| 940.4 | 822.3 | |
| Total assets | 1,720.3 | 1,614.7 |
| Equity and liabilities | ||
| Equity | ||
| Issued capital | 364.0 | 364.0 |
| Reevaluation surpluses | 0.1 | 0.1 |
| Reserves | 50.8 | 50.8 |
| Retained earnings | 67.1 | 22.2 |
| 482.0 | 437.1 | |
| Provisions | ||
| Pension related provisions | 26.5 | 29.8 |
| Provision for repairs and maintenance | 1.5 | 1.8 |
| Other liabilities and charges | 168.7 | 160.6 |
| 196.7 | 192.2 | |
| Non current liabilities | ||
| Long term debts | 72.6 | 81.7 |
| 72.6 | 81.7 | |
| Currrent liabilities | ||
| Trade and other payables | 215.1 | 205.7 |
| Social Debts payable | 361.7 | 367.2 |
| Income tax payable | 78.1 | 52.2 |
| Other debts | 173.4 | 151.3 |
| Accrued charges and deferred income | 140.7 | 127.3 |
| 969.0 | 903.7 | |
| Total liabilities | 1,720.3 | 1,614.7 |
| Million C | ||||||
|---|---|---|---|---|---|---|
| Selected financial Issued ligures |
capital | Non distributable eserves |
Retained earnings |
Other Ruselves |
Reevaluation surpluses |
Total |
| As per 1 January 2014 |
364.0 | 0.0 | 27.72 | 50.8 | 0.1 | 437.1 |
| Addition | 1 | 44.9 | - | 44.9 | ||
| Transfers | 1 | 44 | 0.0 | |||
| Reimbursment capital per share |
0.0 | |||||
| Extraordinary Dividends distribution (Shareholders) |
0.0 | |||||
| As per 31 December 2014 |
364.0 | 0.0 | 67.1 | 50.8 | 0.1 | 482.0 |
bpost SA-NV realized during the 2014 financial year a profit after tax of 296.9 million EUR (2013: 248.2 million EUR).
At the operating level result (EBIT), the Company recorded a profit of 428.0 million EUR (2013: 408.1 million EUR) which represents an increase of 4.9% compared to last year. Whereas revenues slightly decreased (0.3%), operating expenses decreased by 1.4% mainly driven by lower payroll costs and close cost monitoring. The unfavorable evolution of the provisions partially offsets the above mentioned decrease.
The operating income of bpost SA-NV decreased by 0.3% to 2,268.9 million EUR (2013: 2,275.0 million EUR).
| 2014 | 2013 | Evolle | |
|---|---|---|---|
| -3.3 | -0.1% | ||
| 32.7 | 35.5 | -2.8 | -7.9% |
| -6.1 | -0.3% | ||
| 2,236.2 2,239.5 2,268.9 2,275.0 |
Operating Income evolution 2014-2013
The evolution by core activity is described as follows:
| Million C | 2014 | 2013 | Evol C | Evol. % |
|---|---|---|---|---|
| Domestic Mail | 1,511.9 | 1.540.3 | -28.4 | -1.8% |
| Transactional Mail | 943.2 | 961.3 | -18.0 | -1.9% |
| Advertising Mail | 271.4 | 275.9 | -4.5 | -1.6% |
| Press | 297.2 | 303.1 | -5.9 | -1.9% |
| Parcels | 191.7 | 168.5 | 23.2 | 13.8% |
| Value Added Services | 44.9 | 41.2 | 3.7 | 9.0% |
| International Mail | 131.7 | 143.6 | -12.0 | -8.3% |
| Banking & Financial | ||||
| Products | 207.5 | 209.2 | -1.8 | -0.8% |
| Other | 181.3 | 172.2 | 9.1 | 5.3% |
| Operating Income | 2,268.9 | 2,275.0 | -6.1 | -0.30/p |
Domestic Mail which includes Transactional and Advertising Mail as Press decreased by 28.4 million EUR compared to last year to 1,511.9 million EUR. Excluding the impact of the elections in 2014 (which generated 4.6 million EUR revenues), the underlying organic decline of Domestic Mail amounted to 33.0 million EUR. The underlying volume decline of 4.4% is partially offset by the improvement in pricing and mix.
The Parcels activity grew by 13.8% driven by:
Value Added Services revenues improved by 9.0%, to 44.9 million EUR in 2014, mainly thanks to the development of customized solution and services relating to the European License Plates.
Excluding the lower amount of favorable settlements with foreign operators of previous years' terminal dues (5.7 million EUR), International Mail revenues decreased by 4.5% due to a volume decline which is partially compensated by a price and mix improvement.
Revenues from the Banking & Financial Products declined by 1.8 million EUR. This is explained by lower volumes of financial transactions managed on behalf of the Belgian State and the lower remuneration of commissions received on bpost bank products partially compensated by the positive impact of the prepaid credit cards (bpaid cards).
Other revenues rose by 9.1 million EUR due to lower revenue recognition for postal products, lower proceeds from the sales of buildings more than compensated by the increased number of transactions with the subsidiaries.
bpost SA-NV operating expenses for 2014 slightly decreased compared to last year and amount to 1,840.9 million EUR (2013: 1,866.8 million EUR).
Materials costs, which include the cost of raw materials, consumables and goods for resale, slightly decreased by 0.5 million EUR to 11.3 million EUR.
The costs for goods and services showed a 0.9% increase which can be split as follows:
| Million C | 2014 | 2018 | Delta |
|---|---|---|---|
| Rent & rental Costs | 87.9 | 88.4 | -0.5 |
| Maintenance and repairs | 70.9 | 71.9 | -1.0 |
| Energy delivery | 36.3 | 40.0 | -3.7 |
| Other goods | 13.9 | 14.9 | -0.9 |
| Postal and telecom costs | 5.2 | 5.9 | -0.7 |
| Insurance costs | 20.1 | 21.4 | -1.3 |
| Transport costs | 130.8 | 114.4 | 16.4 |
| Publicity and advertising | 17.0 | 20.3 | -3.3 |
| Consultancy | 17.4 | 18.3 | -0.9 |
| Interims | 32.4 | 28.1 | 4.3 |
| Third party remuneration, fees | 110.9 | 115.5 | -4.6 |
| Other services | 18.8 | 17.7 | 1.1 |
| Total | 561.7 | 556.8 | 4.9 |
Goods and Services evolution 2014-2013
Payroll costs (1,185.7 million EUR) and interims costs (32.4 million EUR) in 2014 amounted to 1,218.1 million EUR and showed a net decrease of 43.3 million EUR (payroll costs decreased by 47.7 million EUR and interims costs increased by 4.3 million EUR), or 3.4 % compared to 2013.
The year-on-year decrease in payroll costs and interim costs is primarily due to the reduction in the average work force (FTE and interim) by 1,103 FTE, compared to 2013, which generated savings of 54.2 million EUR. This year, the decrease of 1,186 FTE In own personnel is partially compensated by an increase of 83 FTE of interims. The majority of units contributed to the reduction in headcount. Reorganizations and productivity programs in the postal value chain activities (distribution, transport, collect) and in post offices continued to be implemented alongside the optimization of support activities ..
The recruitment of auxillary postmen on lower salaries created a positive mix effect of 3.2 million EUR. This was offset by a more intense use of interims (negative mix effect of 1.0 million EUR).
These positive effects were partially offset by a price Impact of 8.4 million EUR, mainly driven by the impact of the new CLA (5.9 million EUR), merit Increases, promotions and small increases in other premiums. Furthermore increased one-off restructuring charges (8.3 million EUR), a less favorable evolution of the rest arrears (3.2 million EUR) as well as higher accruals for the 5% profit share (2.4 million EUR), in turn due to the higher results, have an unfavorable impact.
Costs associated with the early retirement and social plans declined by 7.4 million FUR.
Depreciation and amortization decrease to 62.1 million EUR (2013: 66.8 million EUR) or by 7.0%.
Net impact of provisions amounts to an expense of 4.4 million EUR in 2014 (2013: income of 13.6 million EUR). The movements of the individual provisions are the following (negative figures represent reversals/utilizations of provisions and have a positive impact on profit):
| Million C | 2014 | 中国冠 | Delta |
|---|---|---|---|
| Provisions for end of career | -2.2 | -6.3 | 4.1 |
| Mobility | 0.1 | 0.1 | 0.0 |
| Settlement quota days | -11 | -2.9 | 1.8 |
| Insurance fund - Working accidents | 1.3 | 1.9 | -0.6 |
| Pending litigations | 7.1 | -5.7 | 12.8 |
| LT Restructuring | 0.0 | -0.2 | 0.2 |
| Other | -0.6 | -0.4 | -0.2 |
| Total | 4.4 | -13.6 | 17.9 |
Provisions for risks and charges evolution 2014-2013.
Management report 2014
postal operator whereas in 2013 the net utilization of 5.7 million EUR was mainly due to the reversal of the social and legal risks provision as some payroll-related risks were definitively resolved.
Other operating expenses increased from 11.6 million EUR to 15.7 million EUR mainly due to a lower increase of the recoverable VAT: percentage of recoverable VAT increased from 5% in 2012 to 11% in 2013 and 13% in 2014.
Financial income increased to 20.0 million EUR (2013: 13.0 million EUR), mainly due to higher dividends received from affiliated companies (5.3 million EUR), higher amounts of cash perceived on the investment of the Company's cash (0.8 million EUR) and by higher foreign exchange gains (0.9 million EUR),
Financial charges for the year decreased to 2.9 million EUR (2013: 5.3 million EUR) due to lower foreign exchange losses (2.4 million EUR).
| Million C | 2014 | 2013 | Delta |
|---|---|---|---|
| Exceptional Costs | |||
| Loss on/impairment of assets Write off subsidiaries |
1.5 2.1 |
5.9 11.6 |
-4.4 -9.5 |
| Others | 2.5 | 0.2 | 2.3 |
| Total | 6.1 | 17.7 | -11.6 |
| Exceptional Revenues | |||
| Reversal impairment assets Reversal Write off subsidiaries |
0.0 8.0 |
6.2 0.0 |
-6.2 8.0 |
| Others | 0.0 | 2.0 | -2.0 |
| Total | 8.0 | 8.2 | -0.2 |
The decrease of exceptional costs to 6.1 million EUR (2013: 17.7 million EUR) is mainly due to last year's impairment recorded for Euro-Sprinters (9.1 million EUR).
Exceptional revenue is in line with last year as the reversal of the impairment on the participation in Certipost (8.0 million EUR) was offset by last year's reversal of impairment on assets.
The corporate tax expenses amount to 150.2 million EUR (2013: 158.1 million EUR). This represents a charge of 33.6% of the profit before taxes compared to 38.9% In 2013. Last year's figure was impacted by the transfer of 21.3 million EUR from tax free reserves to distributable results and the payout of untaxed reserves of 30.3 million EUR.
The balance sheet total amounts to 1,720.3 million EUR In 2014 (2013: 1,614.7 million EUR), a decrease of 105.6 million EUR versus 2013.
Intangible fixed assets decreased by 8.1 million EUR as the depreciations (9.7 million EUR) outpaced the additions (mainly related to investments in software and licenses).
Tangible assets declined by 29:3 million EUR. The main components of this variance are:
Financial fixed assets increased to 399.4 million EUR (2013: 374.4 million EUR). This increase of 25.0 million EUR is mainly explained by :
Trade receivables increased by 3.7 million EUR, mainly due to increased advances by foreign operators partially offset by a decrease of the outstanding trade accounts receivables.
Other receivables decreased by 4.8 million EUR mainly due to the advance paid in 2013 in anticipation to the acquisition of a 100% participation in Gout, a provider of services to the parcels industry based in the Netherlands and to the decreased advances for family allowances.
Deferred charges and accrued income decreased to 19.7 million EUR (2013: 30.1 million EUR).
Cash and cash equivalents increased to 564.6 million EUR (2013: 438.2 million EUR) mainly explained by the operational free cash flow partly compensated by the payment of dividends (248.0 million EUR).
Management report 2014
15 / 40
The equity Increased to 482.0 million EUR (2013: 437.1 million EUR). The addition of the 296.9 million EUR net profit for the 2014 period was partially offset by the proposed dividend of 252.0 million EUR (out of which an interim dividend of 208.0 million EUR has been paid already).
Provisions for liabilities and charges increased to 196.7 million EUR (2013: 192.2 million EUR). Mainly explained by:
Long-term financial debts amount to 72.6 million EUR (2013: 81.7 million EUR) and consist mainly of a bank loan concluded in 2007 with the European Investment Bank. The decrease is due to the reimbursement of 9.1 million EUR for this loan, which will be repaid in installments until 2022.
The trade and other payables amount increased from 205.7 million EUR in 2013 to 215.1 million EUR in 2014 fully due to trade payables growth to 177.7 million EUR (2013: 168.4 million EUR).
The social debts decreased by 5.5 million EUR to 361.7 million EUR (2013: 367.2 million EUR) mainly explained by the decrease of rest arrears (4.1 million EUR).
Other debts increased by 22.1 million EUR to 173.4 million EUR (2013: 151.3 million EUR) mainly due to higher advances received from others international post operators (18.9 million EUR) and to higher dividend to be paid (4.0 million EUR),
The accrued charges and deferred income increased to 140.7 million EUR (2013: 127.3 million EUR) driven by the growth of accrued charges.
bpost is currently involved in the following legal proceedings initiated by intermediaries :
All claims and allegations are contested by bpost.
Moreover, on July 20, 2011 the Belgian postal regulator ("BIPT/IBPT") concluded that certain aspects of bpost's 2010 pricing policy infringed the Belgian Postal Act and imposed a fine of 2.3 million EUR. While bpost paid the fine in 2012, it contests the BIPT/IBPT's findings and appealed the decision. The appeal is pending before the Brussels Court of Appeal. In June 2013 the Court of Appeal issued an interim judgment referring the matter to the Court of Justice for a preliminary ruling on the precise scope of the non-discrimination obligation under the European Postal Directive. The Court of Justice in a binding judgment delivered on February 11, 2015 concluded that a tariff policy such as bpost's 2010 "per sender" pricing model does not constitute a violation of the postal non-discrimination principle. It is for the Brussels Court of Appeal to issue a final decision on the matter.
On December 10, 2012, the Belgian Competition Authority concluded that certain aspects of bpost's pricing policy over the January 2010-July 2011 period infringed Belgian and European competition law and imposed a fine of approximately 37,4 million EUR. While bpost paid the fine in 2013, it contests the Belgian Competition Authority's findings and appealed the decision. The appeal is currently pending before the Brussels Court of Appeal.
Finally as of December 31, 2014, bpost had 5,340 auxiliary postmen. 53 auxiliary postmen have initiated a lawsuit against bpost in various labor courts claiming equal salary and benefits by reference to baremic contractual or statutory employees performing the same work. All claims and allegations are contested by bpost. Until now, no courts have upheld the claims. Various courts cases are still pending at first instance and appeal levels.
If courts, especially at appeal level, were to find that the auxiliary postmen can claim equal treatment, bpost could be ordered to increase the salary and benefits of the auxiliary postmen to the level of relevant baremic contractual or statutory employees and it cannot be excluded that other employees could bring similar claims.
bpost SA-NV is developing new solutions and new products to enrich its existing offer towards the customers.
As a consequence, bpost is highly involved in innovation and R&D activities through the acquisition of new and innovative solutions/products or the development on a stand-alone or with partners of such new and innovative solutions. The R&D activities are also impacting the ICT and operational efficiency. As such, the R&D investments reallzed by bpost aim to reduce environmental impact of bpost.
This accounting year 2014 closes with a profit of 296.9 million EUR. The board has proposed the payment of a dividend totaling 252.0 million EUR relating to the results of the year 2014. It has further proposed that the remainder of the profit of the year, amounting to 44.9 million EUR be carried forward.
The Company doesn't have any branches.
The Audit Committee is composed as follows: (i) three independent directors; (ii) one director appointed by the Belgian State; and (iii) either (a) another director appointed by the Belgian State or (b) so long as Post Invest Europe Sarl (alone or together with Its affillates) owns at least 15% of the shares with voting rights, one director appointed upon the proposal of Post Invest Europe Sarl. The Chairperson of the Audit Committee is designated by the Board of Directors but shall not be the Chairperson of the Board of Directors. No executive director (including the CEO) shall be a member of the Audit Committee.
All members of the Audit Committee have sufficient expertise in the field of accounting and audit. The Chairman of the Audit Committee is competent in accounting and auditing as evidenced by his former executive positions at a.o. Total group. The other members of the Audit Committee also hold or have held several Board or executive mandates in top tier companies or organizations.
No significant events impacting bpost's financial position have been observed after the statement of financial position date.
This Corporate Governance Statement contains the rules and principles by which bpost's corporate governance is organized, which are contained in relevant legislation (including the Law of March 21, 1991 on the reform of certain economic public companies (the "1991 Law"), the Articles of Association and the Corporate Governance Charter). As a limited liability company under public law pursuant to the 1991 Law, general Belgian company law applies to the Company, except to the extent that the 1991 Law or any other Belgian laws or regulations provide otherwise.
The latest version of the Company's Articles of Association was adopted at the Shareholders' Meeting held on May 27, 2013 and has been approved by Royal Decree dated June 7, 2013. They are in effect since June 25, 2013. Any changes to the Articles of Association approved by the Shareholders' Meeting of the Company according to Article 558 of the Belgian Companies Code must also be approved by a Royal Decree debated within the Council of Ministers.
The main characteristics of bpost's governance model are the following:
bpost is committed to high standards of corporate governance and relies on the Belgian Code on Corporate Governance of March 12, 2009 (the "Corporate Governance Code") as a reference code. The Corporate Governance Code is available on the website of the Corporate Governance Committee (www.corporategovernancecommittee.be). The Corporate Governance Code is based on a "comply or explain" approach. Belgian listed companies should follow the Corporate Governance Code, but may deviate from Its provisions provided they disclose the justification for any such deviation. The Board of Directors has adopted the Corporate Governance Charter, effective since June 25, 2013. It was last amended further to a decision of the Board of Directors dated September 4-5, 2014.
As a public enterprise, the Company also aims to comply with most of the OECD Guidelines on Corporate Governance of State-owned Enterprises laid down in the OECD Code, to the extent permitted under the legal framework that applies to bpost, in particular the 1991 Law.
Management report 2014
The Board of Directors intends to comply with the Corporate Governance Code, except for provisions 4.2, 4.6 and 4.7 which cannot be followed due to deviations imposed upon the Company by the 1991 Law.
Pursuant to Article 18, 52 juncto Article 148bis/3 of the 1991 Law, the Belgian State appoints directly a certain number of directors, whereas provision 4.2 requires a company's Board of Directors to make proposals for the appointment of directors via the Shareholders' Meeting. Until May 15th, 2014, the directors of the Company were appointed for six years pursuant to Article 18, §3 and Article 20, §2 of the 1991 Law, whereas provision 4.6 provides that mandates of directors should not exceed four years. However, since the entry into force on May 15th, 2014 of the law of April 19th, 2014 amending the 1991 Law, the directors of the Company are appointed for four years (Article 148bis/1, §5 of the 1991 Law). Hence, the years, while the directors appointed after May 15th, 2014, have been appointed for four years. Article 18, §5 of the 1991 Law provides that the Chairperson of the Board of Directors is appointed by the Belgian State, whereas provision 4.7 states that the Board of Directors should appoint the Chairperson of the Board of Directors.
The Articles of Association of the Company provide that the Board of Directors consists of up to 12 members, appointed as follows:
(1) Further to the sale on December 16, 2013 by Post Invest Europe Sàrl of substantially all its shares in the Company, it has lost its right to propose directors.
Management report 2014
The directors appointed by the Belgian State may be removed only by a Royal Decree debated within the Council of Ministers. The other directors may be removed at any time by a majority of the votes cast by an electoral college consisting of all shareholders of the company other than the Public Institutions. The CEO, when removed from his duties by Royal Decree debated within the Council of Ministers, automatically ceases to be a member of the Board of Directors.
Should any of the mandates of director become vacant, the remaining directors have the right, in accordance with Article 519 of the Companies Code and Article 18, §4 of the 1991 Law and provided that the representation as set forth above remains in place, to temporarily fill such vacancy until a final appointment takes place in accordance with the abovementioned rules.
| The Board was, as at December 31, 2014, composed of the following 12 members : | ||||
|---|---|---|---|---|
| -- | -- | -------------------------------------------------------------------------------- | -- | -- |
| Name | Position | Director SINCE |
Mandate expires |
Presence at meetings in 2014(*) |
|
|---|---|---|---|---|---|
| Françoise Masai (') (') | Non-Executive Chairperson of the Board |
2014 | 2018 | 10/10 | |
| Koen Van Gerven (1) | CEO and Director | 2014 (") | 2020 (') | 15/15 | |
| Arthur Goethals (') | Non-Executive Director | 2006 | 2018 | 15/17 | |
| Luc Lallemand ( ) | Non-Executive Director | 2002 | 2018 | 12/17 | |
| Laurent Levaux (') | Non-Executive Director | 2012 | 2018 | 5/17 | |
| Caroline Ven (') | Non-Executive Director | 2012 | 2018 | 19/20 | |
| Bernadette Lambrechts(') |
Non-Executive Director | 2014 | 2020 | 11/13 | |
| Michael Stone (') (') | Independent Director | 2014 | 2018 | 6/6 | |
| Ray Stewart (") (") | Independent Director | 2014 | 2018 | 6/6 | |
| François Cornelis (") | Independent Director | 2013 | 2019 | 24/30 | |
| Sophie Dutordoir (") | Independent Director | 2013 | 2019 | 27/30 | |
| Bruno Holthof (7 | Independent Director | 2013 | 2019 | 29/29 |
(1) Appointed by the Belgian State.
(') Françoise Masal was appointed by Royal Decree dated April 25, 2014 as from June 23, 2014.
(") Appointed as CEO by Royal Decree dated February 26, 2014.
(") Appainted by the general meeting of all shareholders of the Company other than Public Institutions held on September 22, 2014.
(") Independent director
(") Includes presence at Board Committees' meetings held in 2014. Until the end of their mandates, Martine Durez attended 13 out of 13 Board and Board Committees' meetings, Johnny Thijs 2 out of 2 Board and Board Committee's meetings, K.B. Pedersen 10 out of 11 Board and Board Committees' meetings and Bjarne Wind 22 out of 22 Board and Board Committees' medings. For Board members who were appointed in 2014, their presence is calculated based on the number of Board Committee is meetings held as from the date of their appointment.
The composition of the Board of Directors reflects the gender representation requirements set forth in article 18, §2bis of the 1991 Law. The Company also Intends to comply with the gender representation requirements in 2015. It further takes into account the requirements laid down in article 518bis of the Belgian Companies Code. The composition of the Board of Directors reflects the language requirements set forth in Articles 16 and 14Bbis/1 of the 1991 Law.
The Board of Directors is vested with the power to perform all acts that are necessary or useful for the realization of the Company's purpose, except for those actions that are specifically reserved by law or the Articles of Association to the Shareholders' Meeting or other management bodies.
In particular, the Board of Directors is responsible for:
Certain decisions of the Board must be adopted by a special majority (see below).
Within certain limits, the Board of Directors is entitled to delegate part of its powers to the Management Committee and to delegate special and limited powers to the CEO and other members of the Group Executive Management.
The Board of Directors may, without any prior authorisation of the shareholders' meeting, In accordance with Articles 620 ff. of the Belgian Companies Code and within the limits set out in these provisions, acquire, on or outside the stock market, its own shares, profit-sharing certificates or associated certificates for a price which will respect the legal requirements, but which will in any case not be more than 10% below the lowest closing price in the last thirty trading days preceding the transaction and not more than 5% above the highest closing price in the last thirty trading days preceding the transaction. This authorisation is valid for five years from May 27, 2013. This authorisation covers the acquisition on or outside the stock market by a direct subsidiary within the meaning and the limits set out by Article 627, indent 1 of the Belgian Companies Code. If the acquisition is made by the Company outside the stock market, even from a subsidiary, the Company shall comply with Article 620, §1, 50 of the Companies Code.
By resolution of the shareholders' meeting held on May 27, 2013 the Board of Directors is authorised, subject to compliance with the provisions of the Belgian Companies Code, to acquire for the Company's account the Company's own shares, profit-sharing certificates or associated certificates if such acquisition is necessary to avoid serious and imminent harm to the Company. Such authorisation is valid for three years as from the date of publication of the authorisation in the Annexes to the Belgian Official Gazette.
The Board of Directors is authorised to divest itself of part of or all the Company's shares, profit-sharing certificates or associated certificates at a price it determines, on or outside the stock market or in the framework of its remuneration policy to employees, directors or consultants of the Company or to prevent any serious and imminent harm to the Company. This authorisation is valid without any time restriction. The authorisation covers the divestment of the company's shares, profit-sharing certificates or associated certificates by a direct subsidiary within the meaning of Article 627, indent 1 of the Belgian Companies Code.
In principle, the Board of Directors meets seven times a year, and in any event no fewer than five times a year. Additional meetings may be called with appropriate notice at any time to address specific needs of the business. A meeting of the Board of Directors must in any event be convened if so requested by at least two directors. In 2014, the Board met 14 times.
The Board can only deliberate and make valid decisions if more than half of the directors are present or represented. The quorum requirement does not apply (i) to
Management report 2014
the vote on any matter at a subsequent meeting of the Board of Directors to which such matter has been deferred for lack of quorum at a prior meeting, if said subsequent meeting is held within 30 days from such prior meeting and the notice of said subsequent meeting sets forth the proposed decision on such matter with reference to this provision, or (ii) when an unforeseen emergency arises that makes it necessary for the Board to take action that would otherwise become time-barred by law or in order to avoid imminent harm to the Company.
Pursuant to the 1991 Law, the following decisions require a two-thirds majority:
Furthermore, certain decisions within the competence of the Board as provided under Article 29, §2 of the Articles of Association require also a majority of twothirds of the votes cast.
Without prejudice to these special majority requirements set forth above, all decisions of the Board of Directors are adopted by a majority of the votes cast. In the case of a the Chairperson of the Board of Directors has a casting vote.
In addition, the Corporate Governance Charter provides that Board decisions of strategic import, including the adoption of the business plan and the annual budget and decisions regarding strategic acquisitions, alliances and divestitures must be prepared by a standing or an ad hoc Board committee. For any such decisions, the Board shall strive to achieve broad support across its various constituencies, it being understood that, following appropriate dialogue and consultations, the Chairperson of the Board of Directors may call for a decision and the proposal shall carry if adopted by a majority of the votes cast.
Under the lead of the Chairman, the Board regularly (on an annual basis) evaluates its scope, composition, performance and that of its committees, as well as the interaction with the executive management.
As the case may be, the Chairman shall propose the necessary measures to remedy any weaknesses of the Board or of any of its committees.
The Board of Directors has adopted the Corporate Governance Charter, effective since June 25, 2013. The Corporate Governance Charter was last amended further to a decision of the Board of Directors dated September 4-5, 2014 (see next section). The Board of Directors will review the Company's corporate governance at regular intervals and adopt any changes deemed necessary and appropriate.
The Corporate Governance Charter contains rules with respect to:
C 8
The Board continuously evaluates and improves its functioning in order to steer the Company ever better and more efficiently.
An induction program is provided to newly appointed directors aimed at acquainting them with the activities and organization of the Company as well as with the rules laid down in the Corporate Governance Charter. This program is open to every director who wishes to participate. It includes visiting operational and sorting centers.
A general policy on conflicts of interest applies within the Company and prohibits any situation of conflict of interests of a financial nature that may affect the personal judgment or professional tasks of a director to the detriment of bpost's group.
In accordance with Article 523 of the Belgian Companies Code, Mr. Johnny Thijs declared to have a personal conflict of interest of patrimonial nature in connection with his annual evaluation as CEO, item of the Board of Director's meeting of February 24, 2014. He informed the Company's auditors of this conflict of interest and decided not to participate in the deliberation or voting on this item. Below follows the extract of the Board minutes relating to this conflict of interest:
Prior to discussing the concerned agenda item, Mr. Johnny Thijs declared to have a personal conflict of interest of patrimonial nature almed at by Article 523 of the Belgian Companies Code in respect of this agenda item which relates to the evaluation of his annual performance.
Mr. Thijs left the meeting room and did not participate in the delberation nor the decision regarding the annual evaluation of the CEO. Mr. This will instruct the board of auditors of his conflict of interest, in accordance with Article 523 of the Belgian Companies Code.
Upon recommendation of the Remuneration and Nominations Committee, the Board of Directors approved the evaluation of the performance of the CEO and the proposed score."
The Company's Corporate Governance Charter provides that the procedure set forth in Article 524 of the Belgian Companies Code shall be observed for any decisions regarding the management contract or other agreements with the Belgian state or other public institutions (other than those within the scope of Article 524, §1, last sub-paragraph). In summary, the abovementioned decisions of the Board of Directors are subject to a prior non-binding reasoned opinion of an ad hoc Board committee consisting of at least three independent directors. The committee may be assisted by an independent financial and/or legal expert selected by the committee, and the company's auditor validates the financial data used. The procedure then requires the Board to substantiate its decision and the auditor to validate the financial data used by the Board.
While the Board of Directors has not yet been required to apply this procedure, it has decided to establish an ad hoc committee composed of all independent directors as it might have to take any decisions regarding agreements with the Belgian State or other Public Institutions in the future.
This ad hoc committee met only once in 2014.
Apart from the aforementioned ad hoc Committee established pursuant to Article 524 of the Belgian Companies Code, the Board of Directors has established three Board committees, which are responsible for assisting the Board of Directors and making recommendations in specific fields: the Strategic Committee, the Audit Committee (in accordance with Article 526bis of the Belgian Companies Code) and the Remuneration and Nomination Committee (in accordance with Article 17, §4 of the 1991 Law and Article 526quater of the Belgian Companies Code). The terms of reference of these Board committees are primarily set out in the Corporate Governance Charter.
The Strategic Committee advises the Board of Directors on strategic matters and shall, in particular:
The Strategic Committee is composed as follows: (i) the CEO, who chairs the committee, (ii) three directors appointed by the Belgian State (provided that, upon the termination of office of the first of such three directors who were designated members of this Committee, due to expiration of its term or otherwise, such director shall be replaced, within this Committee, by another director nominated by the electoral college composed of all shareholders except Public Institutions) and (III) one director appointed upon the proposal of Post Invest Europe Sàrl (if any) and, otherwise, a director nominated by the electoral college composed of all shareholders except Public Institutions.
The Strategic Committee was, at December 31, 2014, composed of Koen Van Gerven (Chairperson of the Strategic Committee), Arthur Goethals, Luc Lallemand, Laurent Levaux and Michael Stone.
The Strategic Committee met 3 times in 2014.
The Audit Committee advises the Board on accounting, audit and internal control matters, and shall, in particular:
Review accounting policies and conventions;
Management report 2014
The Audit Committee is composed as follows: (i) three independent directors; (ii) one director appointed by the Belgian State; and (iii) either (a) another director appointed by the Belgian State or (b) so long as Post Invest Europe Sarl (alone or together with its affiliates) owns at least 15% of the shares with voting rights, one director appointed upon the proposal of Post Invest Europe Sarl. The Chairperson of the Audit Committee is designated by the Board of Directors but shall not be the Chairperson of the Board of Directors. No executive director (including the CEO) shall be a member of the Audit Committee.
The Audit Committee was, at December 31, 2014, composed of François Cornelis (Chairperson of the Audit Committee), Sophie Dutordoir, Bernadette Lambrechts, Ray Stewart and Caroline Ven.
All members of the Audit Committee have sufficient expertise in the field of accounting and audit. The Chairman of the Audit Committee is competent in accounting and auditing as evidenced by his former executive positions at a.o. Total group. The other members of the Audit Committee also hold or have held several Board or executive mandates in top tier companies or organizations.
The Audit Committee met 6 times in 2014.
The Remuneration and Nomination Committee advises the Board principally on matters regarding the appointment and remuneration of directors and senior management and shall, in particular:
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Management report 2014
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The Remuneration and Nomination Committee is composed as follows: (i) three independent directors; (il) one non-executive director appointed by the Belgian State, who chairs the Remuneration and Nomination Committee; and (iii) either (a) another non-executive director appointed by the Belgian State or (b) so long as Post Invest Europe Sarl (alone or together with its affiliates) owns at least 15% of the shares with voting rights, one director appointed upon the proposal of Post Invest Europe Sarl. The CEO participates with an advisory vote in the meetings of the Remuneration and Nomination Committee when the remuneration of the other members of the Management Committee is being discussed.
The Remuneration and Nomination Committee was, at December 31, 2014 composed of Francoise Masai (Chairperson of the Remuneration and Nomination. Committee), Sophie Dutordoir, François Cornelis, Bruno Holthof, and Laurent Levaux.
The Remuneration and Nomination Committee met 9 times in 2014.
CEO
The CEO is appointed for a renewable term of six years by Royal Decree deliberated in the Council of Ministers. On December 23, 2013, Mr. Thijs announced to the Board of Directors that he would not seek renewal of his mandate which was due to come to an end early January 2014. Upon request of the Board of Directors, as approved by the Belgian State, Mr. Thijs remained in function until appointment of his successor. Mr. Koen Van Gerven was appointed as CEO by Royal Decree dated February 26, 2014.
The CEO is vested with the day-to-day management of the Company. He is also entrusted with the execution of the resolutions of the Board of Directors and he represents the Company within the framework of its day-to-day management, including exercising the voting rights attached to shares and stakes held by the Company. The CEO can only be removed by way of a Royal Decree deliberated in the Council of Ministers.
As required by the 1991 Law, the Board of Directors has established a Management Committee. This Management Committee is composed of the CEO, who chairs the Management Committee, and of maximum six other members. Upon proposal of the CEO and after having received the advice of the Remuneration and Nomination Committee, the Board of Directors appoints and removes the members of the Management Committee, other than the CEO. The Board of Directors determines the term and the specific conditions of the mandate of those members, after having received the advice of the Remuneration and Nomination Committee. With regards to the Belgian members, the Management Committee should comprise an equal number of Dutch speakers and French speakers, excluding, as the case may be, the CFO.
The Management Committee acts as a collegial body and convenes at the invitation of the CEO. The Management Committee decides with a simple majority of the
votes cast. In the event of a tie of the votes within the Management Committee, the CEO has the casting vote.
The Management Committee performs the powers assigned to it by the Articles of Association or the Board of Directors. Each year, the Management Committee prepares, under direction of the CEO, a business plan assessing the medium-term purposes and strategy of the Company, which is submitted to the Board of Directors for approval. It also has the power to negotiate all renewals and amendments to the Management Contract concluded between the Belgian State and the Company (it being understood that all such renewals and amendments require the subsequent approval of the Board of Directors).
Group Executive Management
The operational management of the Company is undertaken by the Group Executive Management under the leadership of the Group Executive Management consists of the members of the Management Committee and a maximum of four other members, who are appointed (for the duration the Board determines) and removed by the Board of Directors, upon proposal of the CEO and after having received the advice of the Remuneration and Nomination Committee. The Group Executive Management convenes regularly at the invitation of the CEO. The individual members of the Group Executive Management exercise the special powers delegated to them by the Board of Directors or the CEO, as the case may he
Further to a Board decision dated July 16, 2014, the Management Committee and Group Executive Management were, at December 31, 2014, each composed of the following members :
| Name | Function | ||
|---|---|---|---|
| Koen Van Gerven | Chief Executive Officer and Parcels | ||
| Mark Michiels | Human Resources and Organization | ||
| Pierre Winand | Chief Financial Officer, Service Operations, ICT | ||
| Kurt Pierloot | Mail Service Operations, International | ||
| Marc Huybrechts | Mail and Retail Solutions | ||
The Board of Directors, the advisory committees of the Board, the Management Committee and the Group Executive Management are assisted by the Company Secretary, Dirk Tirez, who is also the Company's Chief Legal Officer. He was appointed in October 2007.
The audit of the financial condition and the unconsolidated financial statements of the Company is entrusted to a Board of Auditors composed of four members, two of which are appointed by the Shareholders' Meeting and the two others by the Court of Audit, the Belgian institution responsible for the verification of public accounts (Cour des Comptes/Rekenhof). The members of the Board of Auditors are appointed for renewable terms of three years. The Shareholders' Meeting determines the remuneration of the members of the Board of Auditors.
The Board of Auditors was, at December 31, 2014, composed of:
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The mandates of Mr. Philippe Roland and Mr. Jozef Beckers have been renewed for a new term of three years in 2013. The mandates of Ernst & Young and PVMD will expire at the annual Shareholders' Meeting to be held in May 2015.
Ernst & Young and PVMD are responsible for the audit of the consolidated financial statements of the Company. For the year ended December 31, 2014 Ernst & Young and PVMD received 325,000 EUR (excluding value added tax) in fees for the audit of the financial statements of the Company and its subsidiaries, 85,500 EUR for other audit services and 34,408 EUR for non-audit services (excluding value-added tax) in fees. The other members of the Board of Auditors received 50,971 EUR in remuneration for their services in connection with the audit of the non-consolidated financial statements of the Company for the year ended December 31, 2014.
The Company is subject to the administrative supervision of the Belgian Minister responsible for public enterprises who exercises such control through a Government Commissioner. The role of the Government Commissioner is to ensure compliance with the requirements of Belgian law, the Articles of Association and the Management Contract. In addition, the Government Commissioner reports to the Minister of the Budget on all decisions of the Company having an impact on the Belgian State's budget.
The Government Commissioner is Mr. Luc Windmolders and his substitute is Mr. Marc Boeykens.
The Company's shares are registered or dematerialized. At December 31, 2014, the share capital of the Company was represented by 200,000,944 shares. The shares are listed on the NYSE Euronext Brussels.
With respectively 48,263,200 and 53,812,449 bpost shares in their possession on December 31, 2014, the Belgian State and the SFPI/FPIM together had a participation of 51.04% (respectively of 24.13% and 26.91%) of the shares with voting rights emitted by bpost.
The remaining shares are held by:
· Employees of the Company (including members of the Group Executive Management) who have subscribed to the Employee Offering which has taken place at same time as the listing of the Company on the NYSE Euronext Brussels. The shares so acquired are subject to a lock-up of two years which ends on July 15, 2015;
Management report 2014
· Individual shareholders and European and International institutional shareholders who hold shares directly in the Company. None of these persons, either individually or in concert with others, have as at December 31, 2014, filed a transparency declaration informing that the initial 3% threshold was reached.
The shares are freely transferable, provided that, according to Article 147 bis of the 1991 Law and Article 16 of the Articles of Association, the direct participation of Public Institutions in the registered capital exceeds at any time 50%.
At December 31, 2014, the Company did not hold any own shares.
Each share entitles its holder to one vote. Except as required by the Belgian Companies Code and the specific majorities mentioned hereafter, all resolutions of the shareholders' meeting are adopted by a majority of the votes cast. Without prejudice to the quorum and special majority requirements set forth in the Companies Code, the adoption of the following resolutions of the shareholders' meeting of the company require a majority of the votes cast by the public institutions and a majority of the votes cast by the other shareholders of the company:
Apart from the restrictions on voting rights imposed by law, the articles of association provide that, in the event shares are held by more than one owner, are pledged, or if the rights attaching to the shares are subject to joint ownership, usufruct or any other kind of split up of such rights, the Board of Directors may suspend the exercise of the rights attached to such shares until one person has been appointed as the sole representative of the relevant shares vis -a-vis the company.
Procedure applied to develop a remuneration policy and fix the individual remuneration of the management
As a limited liability company under public law and in compliance with applicable Corporate Governance requirements, bpost has developed a specific remuneration policy, decided by the Board of Directors upon recommendation of the Remuneration and Nomination Committee. The remuneration policy takes into account the different groups of employees of the Company and is regularly assessed and updated if and when appropriate. Any change in this policy is approved by the Board upon recommendation of the Remuneration and Nomination Committee
The remuneration policy aims to offer an equitable reward package to all employees and managers, which is competitive with the Belgian reference market composed of large Belgian companies. The total reward package aims to a well-balanced mix of financial and non-financial elements. To that effect, a comparison of the various compensation elements to the median of the Belgian reference market is regularly carried out.
Furthermore, in order to achieve sustainable and profitable growth, performance at both collective and individual level are rewarded. Such reward system has the
Management report 2014
ambition to be an affordable and easy to understand system that is linked to corporate results, i.e. EBIT & Customer Loyalty and that allows differentiation at individual level in view of performance and talent. At the same time, it aims to create sustainable long term value.
The Company considers that a transparent communication on the principles and implementation of the remuneration policy is essential.
In general, bpost distinguishes different groups, for which the basis remuneration principles will be explained and detailed:
According to the applicable legal provisions, the content of this report does not relate to bpost's Belgian and foreign subsidiaries. As regards the foreign subsidiaries, a separate remuneration policy has been established, in line with market standards and which is likely to attract and retain qualified and experienced executives.
The remuneration of the members of the Board of Directors was decided by the Shareholders' Meeting of April 25, 2000.
Pursuant to that decision, the members of the Board of Directors (with the exception of the CEO) are entitled to receive the following gross annual remuneration:
These amounts are indexed annually.
Pursuant to the abovementioned decision of the Shareholders' Meeting of April 25, 2000, the members of the Board of Directors (with the exception of the CEC) are entitled to an attendance fee of 1,637.37 EUR per attendance at one of the Committees established by the Board of Directors.
No other benefits are paid to the members of the Board of Directors for their mandate as director.
The CEO is not entitled to any kind of remuneration for attendance to any of the Board or Board Committee meetings.
| Member | Board meetings |
Audit Committee |
Strategic Committee |
Remuneration & Nomination Committee |
Ad hoc Committee |
TOTAL |
|---|---|---|---|---|---|---|
| Martine Durez (1) |
19.572.68 EUR | Not a member | Not a member | 11.442.66 EUR | Not a member | 31.015.34 EUR |
| Arthur Goethals |
19.610.58 EUR | Not a member | 6.530.55 EUR | Not a member | Not a member | 26,141.13 EUR |
| LUC Lallemand |
19.610.58 EUR | Not a member | 3.255.81 EUR | Not a member | Not a member | 22,866.39 EUR |
| Laurent Levaux |
19.610.58 EUR | Not a member | 3.255.81 EUR | Not a member | Not a member | 22,866,39 EUR |
| Caroline Ven | 19.610.58 EUR | 9.805.29 EUR | Not a member | Not a member | Not a member | 29.415.87 EUR |
| Bjarne Wind (2) |
14,698.47 EUR | 8.167.92 EUR | Not a member | 13.080.03 EUR | Not a member | 35.946.42 EUR |
| K.B. Pedersen (3) |
14.698.47 EUR | Not a member | 3.255.81 EUR | Not a member | Not a member | 17.954.28 EUR |
| Francois Cornelis |
19.610.58 EUR | 9.805.29 EUR | Not a member | 11.442.66 EUR | 1.637.37 EUR | 42.495.90 EUR |
| Sophie Dutordoir |
19.610.58 EUR | B.167.92 EUR | Not a member | 14.717.40 EUR | 1.637.37 EUR | 44,133.27 EUR |
| Bruno Holthof | 19.610.58 EUR | 9.805.29 EUR | Not a member | 14.717.40 EUR | 1.637.37 EUR | 45.770.64 EUR |
| Francoise Masal 13 |
20.584.23 EUR | Not a member | Not a member | 3.274.74 EUR | Not a member | 23.858.97 EUR |
| Ray Stewart (4) |
5.433.09 EUR | 0 EUR | Not a member | Not a member | 1.637.37 EUR | 7.707.46 EUR |
| Michael Stone (5) |
5.433.09 EUR | Not a member | 1.637.37 EUR | Not a member | 1.637.37 EUR | 8.707.83 EUR |
| Bernadette (0) Lambrechts |
15.126.18 EUR | O EUR | Not a member | Not a member | Not a member | 15,126.18 EUR |
During the financial year, the members of the Board of Directors, with the exception of the CEO, received the following total gross annual remuneration (*):
(") Amounts specified are the amounts paid out in FY 2014. It should be taken into account that the amounts paid out in FY 2014 relate to attendance to Board Committee meetings held from December 2014. Attendance
fees are paid out the month following the attended Board Committee meeting, ( 1) Martine Durez was replaced by Francoise Masai as from June 23, 2014.
(1) Blame Wind was member of the Audit Committee and the Remuneration & Nomination Committee until September 22, 2014.
(") K.B. Pedersen was member of the Strategic Committee until September 22, 2014.
(") Ray Stewart has been a non-executive Director since September 22, 2014 and a member of the Audit Committee since November 3, 2014.
(") Michael Stone has been a non-axecutive Director since September 22, 2014 and a member of the Strategic Committee since November 3, 2014.
(1) Bernadette Lambrechts has been a non-executive Director since March 25, 2014 and a member of the Audit Committee since November 3, 2014.
On February 26, 2014, Koen Van Gerven was appointed as CEO by Royal Decree, replacing Johnny Thijs. His remuneration package was set in line with the guidelines of the Government regarding the salaries of CEO's of state-owned companies.
The remuneration package of the CEO consists of a base salary of 467,520 EUR, a short-term on target variable remuneration of 150,000.00 EUR, a pension contribution of 32,480 EUR and various other components such as death in service & disability coverage, representation allowances and a company car.
The CEO's variable remuneration is granted under the conditions and the modalities defined on an annual basis and approved by the Board of Directors of bpost upon recommendation of the Remuneration and Nomination Committee, For performance in 2014 - payment in 2015, the Board of Directors agreed to apply the same conditions and modalities as applicable to bpost's management population: the
Management report 2014
short term variable remuneration is based on a 'multiplier system' whereby the actual variable salary paid out can vary depending on the corporate and individual performance and competences.
For the CEO, the corporate objectives are financial (EBIT - weight 70% and Operating Free Cash Flow - weight 30%). The pay-out grid was determined and validated by the Board upon recommendation of the Remuneration and Nomination Committee. Maximum pay-out per criterion is set at 135%.
Individual objectives are mutually agreed upon by the CEO and the Board of Directors and clear deliverables and KPI's to be reached in an agreed timeframe are set. Pay out range goes from 0% in case of underperformance to 160% in case of overperformance.
The pro-rata remuneration for the year ending December 31, 2014, paid to Koen Van Gerven in his capacity as CEO as from the date of his appointment amounts to 474,144 EUR and can be broken down as follows:
No shares, stock options or other rights to award shares were granted to or exercised by the CEO or expired in 2014 and no options under previous stock option plans were still outstanding for exercise in 2014.
While there are no future changes as to the remuneration of the CEO at this stage, the Remuneration and Nomination Committee will reflect from time to time on changes to the remuneration policy in light of market practice.
The total remuneration paid to Johnny Thijs from January 1st till the end of his mandate on February 25, 2014 was split into the following elements:
The remuneration package of the Group Executive Management is reviewed on a regular basis and approved by the Board of Directors upon recommendation of the Remuneration and Nomination Committee and is based on a benchmark exercise comparing bpost with large Belgian companies.
The objective of bpost is to offer a total remuneration package which is in line with the median of the 'reference market', being understood that remuneration packages are set on a function level rather than on an individual basis.
While there are no future changes as to the remuneration of the Group Executive Management at this stage, the Remuneration and Nomination Committee will reflect from time to time on changes to the remuneration policy in light of market practice.
The different elements of the remuneration package are:
The base salary is benchmarked with other large Belgian companies, in line with the above principles.
The individual base salary is based on:
The performance of each individual is reviewed annually in a "Performance Management Process" (PMP).
A variable salary may be granted, based on the achievement of:
The target variable salary is set as a percentage of the annual base salary. bpost uses a multiplication system whereby the actual variable salary paid out can vary depending on the corporate and individual performance and competences.
The corporate objectives are as well financial (EBIT - weight 70%) as non-financial (Customer Loyalty - weight 30%). Per criterion a pay-out grid is determined and validated each year by the Board upon recommendation of the Remuneration and Nomination Committee. Maximum pay-out per criterion is set at 135%.
Individual objectives are mutually agreed upon by each member of the Management Committee/Group Executive Management and the CEO at the start of the Performance Management Process (PMP) and for which clear deliverables and KPI's to be reached in an agreed timeframe are set. Pay out range goes from 0% in case of underperformance to 160% In case of overperformance.
bpost offers other benefits, such as pension, death and disability insurance, hospitalization insurance, company car, etc. These benefits are benchmarked regularly and adapted according to standard practices.
For the year ended December 31, 2014, a global remuneration of 2,819,241 EUR was paid to the members of the Group Executive Management, other than the CEO (compared to 3,356,613 EUR for the year ended December 31, 2013) and can be broken down as follows:
No shares, stock options or other rights to award shares were granted to or exercised by the Group Executive Management or expired in 2014 and no options under previous stock option plans were still outstanding for exercise in 2014.
It should be noted that the global remuneration was impacted by the following changes in the compositions of Group Executive Management:
The current remuneration policy does not provide for a specific contractual clawback stipulation in favor of the Company for the variable remuneration accorded on the basis of incorrect financial information.
In case of termination by bpost or as a result of revocation by Royal Decree before the end of the then current mandate or after expiry of this term and not for reason of material breach, the CEO is entitled to a termination indemnity of 500,000 EUR. Additionally, the CEO is entitled to the use of a vehicle for 6 months after the date of termination, including all expenses relating to the use of this vehicle, except for the fuel card. No other member of the Management Committee or Group Executive Management is entitled to specific contractual termination arrangements.
In case of automatic termination upon expiry of the six-year term and the appointment by bpost by another CEO, the CEO is subject to a non-compete clause for a period of 1 year from the date of termination of his mandate. He will receive a non-competition indemnity of 500,000 EUR, unless bpost waives the application of such a clause.
All members of the Group Executive Management, except for Mark Michiels, are subject to non-competition clauses for a period of 12 to 24 months from the date of their resignation or termination restricting their ability to work for bpost's competitors. All such members of the Group Executive Management, are entitled to receive compensation in an amount equal to 6 to 12 months' salary if these noncompetition clauses are applied.
Peter Somers was member of the Group Executive Management until July 31, 2014 and left bpost as of this date. He received a severance compensation corresponding to 14 months and 6 weeks of remuneration, which is the compensation he was legally entitled to. The severance compensation is not affected by the corporate governance law of 6 April 2010 as his employment contract was entered into prior to the entry into force of this law. Considering Peter Somers' strategic position, Peter Somers and bpost entered into a non-competition agreement restricting Peter Somers' ability to compete until August 1, 2015. For this, Peter Somers received a compensation in accordance with standard practice. bpost also paid out a fixed amount to cover his outplacement costs as well as the leasing cost of his company car which he was entitled to use during 5 months after termination.
Internal control and risk management systems in relation to the preparation of the consolidated financial statements
The following description of bpost's internal control and risk management activities is a factual description of the activities performed. The description uses the structure recommended by the Commission Corporate Governance.
The control environment with regards to the preparation of the consolidated financial statements is organized through several functions.
The accounting and control organization consists of three levels: (i) the accounting team in the different legal entities responsible for the preparation and reporting of the financial information, (li) the business controllers at the different operating units of the organization responsible inter alla for the review of the financial information in their area of responsibility, and (iii) the Group Finance Department, responsible for the final review of the financial information of the different legal entities and operating units and for the preparation of the consolidated financial statements.
Next to the structured controls outlined above, bpost's external auditors perform independent interim and year-end control procedures on the financial statements.
The Internal Audit Department conducts a risk based audit program to provide assurance on the internal control effectiveness and risk management in the different processes at legal entity level.
bpost's consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards board and which have been endorsed by the European Union. All IFRS accounting principles, quidelines and interpretations, to be applied by all legal entities and operating units, are communicated on a regular basis by the Group Finance Department to the accounting teams in the different legal entitles and operating units. IFRS trainings take place when deemed necessary or appropriate.
The vast majority of the Group companies use the same software to report the financial data for consolidation and external reporting purposes. For those that do not use the software, the Group Finance Department ensures that their reporting is aligned with the Group's chart of accounts and accounting principles before introducing them in the reporting and consolidation software.
Appropriate measures are taken to ensure a timely and qualitative reporting and to reduce the potential risks related to the financial reporting process, including: (i) careful and detailed planning of all activities, including owners and timings, (II) guidelines which are communicated by Group Finance to the various participants in the process prior to the closing, including relevant points of attention, and (iii) follow-up and feedback of the timelines, quality and lessons learned in order to strive for continuous improvement. A quarterly review takes place of the financial results which are reviewed in details by Management and are presented to and reviewed by the Audit Committee. A half-year review of the financial results is also performed which are reviewed by and discussed with the Statutory Auditor. Material
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C 8
changes to the IFRS accounting principles are coordinated by the Group Finance Department, reviewed by the Statutory Auditor, approved by the Audit Committee, and by the Board of Directors of bpost. Material changes to the statutory accounting principles of bpost or of other group companies are approved by the relevant Boards of Directors.
The proper application by the legal entities of the accounting principles as described in the notes to the financial statements and as communicated to them by the Group Finance Department, as well as the accuracy, consistency and completeness of the reported information, is reviewed on an ongoing basis by the control organization (as described above) through a process of account justification and review. Policies and procedures are in place for the most important underlying processes (sales, procurement, investments, treasury, etc.) and are subject to: (i) regular controls by the respective management teams, and (ii) and independent evaluation and review by the Internal Audit Department during their audit. A close monitoring of potential segregation of duties conflicts in the main IT system is carried out on a regular basis.
A very significant proportion of the Group's turnover, expenses and profit is generated by the Group's parent company, bpost SA-NV which is also the main operating company. All operating units of this company use an ERP system platform to support the efficient processing of business transactions and provide its management with transparent and reliable management information to monitor, control and direct its business operations. The provision of information technology services to run, maintain and develop those systems is performed by a professional IT service delivery department which is monitored on its delivery performance through service level agreements as well as performance and incident reporting. bpost has implemented management processes to ensure that appropriate measures are taken on a daily basis to sustain the performance, availability and integrity of its IT systems. Proper assignment of responsibilities, and coordination between the pertinent departments, ensures an efficient and timely communication process of periodic financial information to Management and to the Board of Directors. Information accuracy, security and availability are always considered by the Internal Audit Department as part of the regular audits or special assignments. Detailed financial information is provided on a monthly basis to Management and to the Board of Directors. The Company makes financial information available to the market on a quarterly, half-yearly and annual basis. Prior to the external reporting, the financial information is subject to (i) the appropriate controls by the abovementioned control organization, (li) review by the Audit Committee, and (iii) approval by the Board of Directors of the Company.
Any significant change of the IFRS accounting principles as applied by bpost is subject to approval by the Audit Committee and by the Board of Directors. When relevant, the members of the Audit Committee are updated on the evolution and important changes in the underlying IFRS standards. All relevant financial information is presented to the Audit Committee and the Board of Directors to enable them to analyze the financial statements. Relevant findings by the Internal Audit Department and/or the Statutory Auditor on the application of the accounting principles, as well as the adequacy of the policies and procedures, and segregation of duties, are reported to the Audit Committee on a quarterly basis. Also a quarterly treasury update is submitted to the Audit Committee. A procedure is in place to convene the appropriate governing body of the Company on short notice if and
Management report 2014
when circumstances so dictate.
Internal control and risk management systems in general
The Board of Directors and the Group Executive Management have approved the bpost Code of Conduct, which was first issued in 2007 and updated in 2011. The Code of Conduct sets forth the basic principles of how bpost wants to do business. Implementation of the Code of Conduct is mandatory for all companies of the Group. More detailed policies and guidelines are developed as considered necessary to ensure consistent implementation of the Code of Conduct throughout the Group.
Furthermore, in order to comply with legislation on insider dealing and market manipulation, the Company adopted a Dealing and Disclosure Code prior to the initial public offering. This Code aims to create awareness about possible improper conduct by employees, senior employees and directors and contains strict rules of confidentiality and non-use of "price sensitive" information. The rules of this Code have been widely communicated within the Group and the Code is available to all employees. A list of employees having regular access to "price sensitive" information is kept, and key employees were requested to confirm that they have read and agreed to comply with the Dealing and Disclosure Code. Closed periods (including prohibited periods) are defined and communicated widely and any transaction on shares within such periods must be communicated to and cleared by the Compliance Officer.
In conformity with the law of August 2, 2002, persons with leading responsibilities have been informed of their obligation to declare to the Financial Services and Markets Authority every transaction involving shares of the Company.
bpost's internal control framework consists of a number of policies for the main business processes. A three lines of defense model has been implemented in the Company. The design and maintenance of internal controls is under the responsibility of process owners (first line) and is monitored by second line (Compliance, Internal Control and Risk Management) and third line (internal audit) functions. The third line reports independently to the Audit Committee on a quarterly basis on audit results and on the status of follow-up of audit recommendations.
The Charter of the Board of Directors of bpost, which was adopted on January 17, 2006, provides that "the Board must immediately be informed about any potential conflicts of interest in respect of the Directors and an appropriate solution must be undertaken".
In accordance with Article 523 of the Belgian Companies Code, Mr. Johnny Thijs declared to have a personal conflict of interest of patrimonial nature in connection with his annual evaluation as CEO, item of the Board of Director's meeting of February 24, 2014. He informed the Company's auditors of this conflict of interest and decided not to participate in the deliberation or voting on this item.
In accordance with article 618 of the Company Code and the by-laws of your company, and, in our capacity as auditors, members of the Belgian Institute of Registered Auditors, we hereby report to you on the statement of assets and liabilities of your company as of 31 October 2014, prepared for the purpose of the distribution of an interim dividend.
More than six months have elapsed since the end of the previous financial year and the annual accounts in respect of that financial year have been approved by the General Assembly of Shareholders. The statement of assess and liabilities, that serves as a basis for determining the results, is less than 2 months old and has been prepared taking into account a consistent application of the existing accounting principles.
The Board of Directors considers to distribute an interim dividend of € 208.000.982.
We conducted our review of the statement of assets and liabilities as of 31 October 2014 in accordance the International Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" applicable to review engagements. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We also noted that the by-laws provides the Board of Directors with the authority to distribute an interim dividend.
We have no knowledge of events that occurred after the preparation of the above mentioned statement of assets and liabilities that are of such a nature that they would have a significant impact on the statement of assets and liabilities as of 31 October 2014.
Based on our review, nothing has come to our attention that causes us to believe that the statement of assets and liabilities as of 31 October 2014 with a balance sheet total of € 1.774.533.901 and a profit for the period of € 244.766.513 does not give a true and fair view of the financial position of the company as at 31 October 2014 and of its financial performance for the ten months period then ended, in accordance with the accounting principles applicable in Belgium.
The profit for the ten months period ending 31 October 2014, which amounts to € 244.766.513 is, taking into account the non-available reserves to be established in accordance with legal or statutory requirements, sufficient to distribute an interim dividend for an amount of € 208.000.982.
Finally, it should be noted that, in accordance with article 618 of the Company Code, this report will be added to our auditor's report on the accounts of the current accounting year.
Diegem, 26 november 2014
Ernst & Young Bedrijfsrevisoren BCVBA represented by
PVMD Bedrijfsrevisoren BCBVA represented by
Eric Golenvaux Partner
Lieven Delva Partner
In accordance with the legal and statutory requirements, we report to you on the performance of our mandate of Joint Auditors. This report contains our opinion on the statutory financial statements (the "Financial Statements"), our report on other legal and regulatory requirements as further defined below as well as the required additional statements. The Financial Statements include the balance sheet as of 31 December 2014, the income statement for the year ended 31 December 2014 and the notes.
We have audited the Financial Statements of bpost SA de droit public / bpost NV van publick recht ("the Company") as of and for the year ended 31 December 2014, prepared in accordance with the financial reporting framework applicable in Belgium. The total of the balance sheet amounts to € 1.720.319 thousand and the income statement shows a profit for the year of € 296.884 thousand.
The board of directors is responsible for the preparation of Financial Statements that give a true and fair view in accordance with the financial reporting framework applicable in Belgium. The board of directors is also responsible for the implementation of internal controls, which it considers necessary for the preparation of the Financial Statements that are from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted our audit in accordance with the International Standards on Auditing ("ISA"). Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the statutory auditor considers internal control relevant to the Company's preparation of Financial Statements that give a true and fair view 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, as well as evaluating the overall presentation of the Financial Statements.
We have obtained from management and the Company's officials the explanations and information necessary for performing our audit and we believe that the resulting audit evidence that we have obtained is sufficient and appropriate to provide a basis for our opinion.
In our opinion, the Financial Statements of the Company give a true and fair view of the Company's financial position as of 31 December 2014 and of the results of its operations for the year then ended in accordance with the financial reporting framework applicable in Belgium.
The board of directors is responsible for the preparation and the content of the report of the board of directors on the Financial Statements, including the corporate governance statement, in accordance with article 96 of the Company Code (Wetboek van vennootschappen/Code des sociétés) as well as the compliance with the legal and regulatory requirements of the accounting records, the compliance with the Company Code and with Company's articles of association.
As part of our audit mandate and in accordance with the applicable supplementary standard issued by the Belgian Institute of Registered Auditors (Instituut van de Bedrijfsrevisoren/Institut des Réviseurs d'Entreprises) as published in the Belgian State Gazette on 28th August 2013 (the "Supplementary Standard"), it is our responsibility to perform certain procedures, in all material respects, on the compliance of certain legal and regulatory requirements, as defined in the Supplementary Standard. As a result of these procedures, we provide the following additional comments which do not modify our opinion on the Financial Statements:
Brussels, 16 March 2015
THE JOINT AUDITORS - MEMBERS OF THE BELGIAN INSTITUTE OF RECISTERED AUDITORS
Ernst & Young Bedrifsrevisoren BCVBA represented by
PVMD Bedrijfsrevisoren BCBVA represented by
Eric Golenvaux Partner
Lieven Delva Partner
represented by
P. Roland Chairman J. Beckers Councellor
3
Important information related to the social report included within the annual accounts.
As of 2014 the average number of full-time equivalents (FTE) takes into account the personnel with unpaid leave and people in full career break, this was not the case yet in 2013. This should be taken into consideration when comparing the average number of employees with those of the previous years.
Mainly the code 1003 mentioned within the social report ( section C6 ) and within the annual accounts on page C5.10 are impacted by this change in methodology.
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