Annual Report • Apr 30, 2020
Annual Report
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Drève Richelle 161 P, bte 4, Waterloo Office Park, B-1410 WATERLOO - www.floridienne.be
Floridienne is a diversified Belgian industrial group that ranks among the European or world leaders in a number of market niches or niche markets.
The group operates in eight business lines divided among three divisions: Gourmet Food, Life Sciences and Chemicals.
Floridienne prefers to hold majority positions in its companies, enabling the group to invest actively in the long term in the implementation of strategies defined for each of its business lines.
The Floridienne subsidiaries, which enjoy considerable management autonomy, uphold the common values of entrepreneurial spirit and respect for commitments, with a view to sustainable development and openness to the world.
Floridienne is listed on the Brussels Euronext Stock Exchange, giving it international visibility.
11 OUR BUSINESS LINES
12 INTERVIEW WITH GAËTAN WAUCQUEZ
04 IN MEMORIAM BARON BODSON
06 MISSION AND VALUES OF THE GROUP
08 A RESPONSIBLE GROUP
16 KEY FIGURES OF THE GROUP 20 GOURMET FOOD DIVISION
18 DIVISIONS IN ACTION
64 CONTACTS
Some saw him as a great Captain of Industry, a brilliant mind, an elegant gentleman: all characteristics that made him a charismatic person. But Philippe was so much more than that.
Philippe loved discovering and exploring the world. He drew his adrenaline from adventure in every setting: the sea, as a young man, the mountain and the desert with his family or later in life the Fens as a solitary walker, with his pipe and his dog.
Philippe loved to laugh. Making people laugh and roaring with laughter, a communicative laugh, a schoolboy's laugh.
Philippe was faithful to his clan, to his friends, to his teams. His gaze was kindly and you felt bigger when you were with him.
Philippe was a man of conviction who saw his battles through to the end. Nevertheless, he was capable of revising his point of view if presented with rational arguments.
Philippe was totally frank, showing emotion as it came. His reactions were above all prompt and natural.
Philippe was a man of action, imbued with a desire to build, to develop and to act. For him, the status quo was not an option.
The values of humanism and ethics that Philippe upheld have always guided the choices made by Floridienne.
A man of energy and daring, ready to take on a challenge, looking far ahead, Philippe prompted the group, with respect for every individual, to explore new horizons with passion and curiosity.
Floridienne benefited from his wisdom, his support and his unwavering friendship for sixteen years.
We are all distraught at having lost such a source of inspiration but determined to continue along the path we marked out together.
All our thoughts are with his wife and his family, whose immense sadness we share.
Gaëtan Waucquez
Floridienne, which is active in three sectors, Gourmet Food, Life Sciences and Chemicals, aims to invest in niche business lines which have a beneficial impact on the environment.
In these sectors, Floridienne selects companies that share the values of the group and have the potential to become leaders on their market.
Floridienne supports them as they strive to become references in their field of excellence.
Convinced that having control is a major asset to ensure that its strategy is implemented, Floridienne favours majority investments in the companies it chooses to support, with a view to long-term industrial investment.
The group focuses on three growth vectors to guide its holdings towards leadership positions in their niches: organic growth, through major commercial efforts and sustained investment in the production tool, growth through acquisitions in consolidation investments in its sectors and the allocation of substantial resources to R&D and to innovation, driving forces in its long-term competitiveness.
The group invests in business lines that have a beneficial impact on the environment.
Floridienne strives to maintain a good level of diversification in its portfolio by means of holdings with little correlation between one another, having varying degrees of maturity and a presence in different geographic locations.
Its holdings portfolio is divided among mature companies that generate recurrent cash flows and others with strong growth potential in which it can concentrate its investments more specifically.
The group has subsidiaries in 28 countries with sales across the globe, so that it can benefit from the stability of more mature markets (Europe, North America), while taking advantage of the growing Asian markets.
This diversification, which ensures the longterm future of the group, is an important element in the Floridienne strategy, as it makes it possible to limit the impact on the group of any unfavourable events which may occur.
THE GROUP INVESTS IN BUSINESS LINES THAT HAVE A BENEFICIAL IMPACT ON THE ENVIRONMENT
The group's leaders are real entrepreneurs who benefit from considerable management autonomy.
The group takes a long-term view, establishing relationships of trust based on mutual respect with all its employees and partners.
Floridienne attaches particular importance to ethics and honesty in its working relations with its staff and partners.
Our staff is motivated by a team spirit to act as true entrepreneurs, developing special links with our partners. Gaëtan Waucquez
loridienne's activities, originally focusing on traditional chemistry, have evolved towards business lines and solutions that are beneficial for the environment. The group strives to favour responsible production methods, establish local and long-term relationships with all its workers based on mutual respect and involve local people in its projects.
Floridienne is very active in business lines that focus on the environment and in all the sectors in which it operates, the group takes care to favour solutions that are kind to nature. In its traditional PVC stabiliser activity, for instance, the group has replaced lead stabilisers with new calcium-zinc or organic products.
Since 1996, the group has invested in the company SNAM, which now recycles most of the batteries of hybrid and electric vehicles on the roads of Europe.
Within the group's Gourmet Food Division, several ranges of organic and local products that meet very stringent specifications have been successfully launched.
In the group's youngest division, which focuses on Life Sciences, the use of products that are good for the environment lies at the heart of its DNA. The division brings to market natural solutions that offer alternatives to chemical or synthetic products. For example, Biobest has become the second largest company in the world in integrated pest management. The company markets a wide range of beneficial pollinating or predator insects for use in agriculture.
The group invests regularly in its production tools to make them more efficient and improve their energy performance.
Floridienne's various production sites apply high-quality methods and systems that are the most stringent on the market, audited by independent bodies. The companies working in the food sector have IFS and/ or BRC and ISO certification, while the companies that offer pharmaceutical applications are GMP and/or FSCC certified. Moreover, the battery recycling sites are inspected by automobile manufacturers and environmental authorities.
Customer satisfaction, ethics in business and the well-being of employees are at the centre of Floridienne's values as the group considers these to be the best vectors of success.
The group's decentralised model is based on a substantial degree of autonomy and trust placed in local managers and on transparency in communication.
With both its customers and its suppliers, Floridienne prefers local relationships based on honesty. The group favours building long-term partnerships regulated by open dialogue and respect for the commitments entered into.
NATURAL SOLUTIONS, ALTERNATIVES TO CHEMICAL PRODUCTS
In direct contact with local people in several countries with which the group works (Congo, Madagascar, Indonesia and others), the company is keen to make a positive contribution to the development of their potential in a climate of mutual respect.
In Congo, the group is associated with Virunga Park, Africa's oldest National Park. To fight against poaching and other forms of trafficking, Floridienne offers the people around the park stable sources of income, enabling them to meet their needs. Staff in the group teach the villagers to grow papaya and extract the latex. Floridienne commits itself to buy their production at set prices.
In Madagascar, the group's subsidiary Sopral employs many men and women around Tamatave, offering them stable jobs – a rare occurrence in this country – with fair working conditions.
Floridienne is an atypical Belgian industrial holding company comprising three divisions: Life Sciences, Gourmet Food and Chemicals. The group holds leadership positions at European or world level in market niches or niche markets. The companies in the group enjoy considerable operating autonomy, respecting the shared values upheld by Floridienne.
From left to right: Gaëtan Waucquez, Christian Van Osselaer, Philippe Bodson († 4 April 2020), Philippe Boonen and Thibaut Hofman
STAFF PRODUCTION SITES SUBSIDIARIES 2,700 29 68
"Our group undertakes a wide range of activities that make it possible to create synergies between the divisions. Each one enjoys a great degree of autonomy, but we share the same desire to work in the long term."
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"The three divisions are bolstered by the group spirit. We share the same basic values. What is more, we can rely on the soundness of the group to assist us with future developments, enabling us to stand out in our competitive environment."
"Belonging to a group listed on Euronext is a guarantee of good governance for our potential partners. Our group provides value and influence for companies which, individually, are modest in size."
"At Floridienne, we combine the flexibility of an SME, the daring of an entrepreneur and the solidity of a large group. We work on synergies between the companies in our group and help our subsidiaries to develop, among other things by facilitating their access to financing."
Thibaut Hofman, CFO
Historically active in the chemicals sector, Floridienne has undergone a number of successive changes and now develops around three pillars on which it is building its future.
Through Biobest, the division ranks second in the world in integrated pest management (natural pollination through bumblebees and natural solutions to manage harmful insects). Biobest has eight plants and 28 subsidiaries and distributes its products in over 60 countries.
The natural enzymes produced by Enzybel are an excellent alternative to synthetic enzymes. These enzymes have many applications (cancer treatment, drinks filtering, etc.) and markets (food, parapharmacy, etc.). In particular, the division has entered into a joint venture with a leading Indonesian pineapple producer to ensure its supplies of certain ingredients.
Sopral, based in Madagascar, produces high-quality green pepper and vanilla under the fair trade label. Sotenca is a Belgian producer of natural essential oils. And ChemCom is the world reference in chemical communication through olfaction.
GASTRONOMIC SPECIALITIES (FRANÇAISE DE GASTRONOMIE, MARÉVAL, LA PALOURDIÈRE)
The Gastronomic Specialities activity of the Gourmet Food Division mainly involves the preparation of snails (annual production of 400 million snails) and frozen specialities (scallops, stuffed mussels, flaky pastry appetizers, etc.) at several plants in France and Eastern Europe.
With its plants in France and Belgium, the division's Seafood Catering activity involves smoked preparations and fish-based products. It is the leader in France in the rollmops sector and ranks second in Belgium for smoked salmon. Through its subsidiary, Gel Manche, the division is also well established in France in the sector of texture-modified food for the elderly or for invalids, for which it has won several prizes for innovation.
Finally, the division's Fine Groceries activity produces cold sauces, vinegars, condiments, jams and spreads in Belgium.
Kimflor (Turkey) and IKA (Germany) produce and export new-generation PVC stabilisers to markets in Europe, Russia and the Middle East. These companies offer two alternatives to lead-based stabilisers: calcium-zinc stabilisers and organic stabilisers free of heavy metals (Greenstab).
SNAM, the European leader in recycling nickel and lithium ion batteries, works actively with most European automobile manufacturers to collect and recycle the batteries from their hybrid and electric vehicles. SNAM is established in France (plants in Rhodez and Saint Quentin-Fallavier).
This year we have increased the consolidated net result of Floridienne by 25%. That is the biggest jump in our activities we have so far recorded from one financial year to the next. The growth in our EBITDA is particularly strong. We are delighted with radiant health of the company Biobest, in our Life Sciences Division. Biobest saw sound organic growth in all its regions and particularly strong progress in North America, thanks to the success of its biological solutions with new types of crops. In addition, the enzymes activity, again part of the Life Sciences Division, is also developing favourably. The recovery of the Gourmet Food Division contributed to these good results, as well. The efforts made to streamline the plants and activities are beginning to bear fruit and there is still room for progress. Moreover, this division benefited from the easing of the price of certain ingredients. The results of the Chemicals Division remained stable.
Floridienne has built its development around diversified activities. Is this balancing strategy still relevant today, given the contrasting results in the divisions?
We have always operated on the principle of a diversified group which operates in varied sectors. From one financial year to another, we see significant variations between our different divisions, in line with economic factors beyond our control. This strategy enables us to balance the risks. The only activity we are considering withdrawing from is that of PVC stabilisers. We are in negotiations with several potential buyers for our subsidiary IKA in Germany, which operates on the European market. This company performed well in 2019 and expects to record even better results in 2020. Kimflor, our subsidiary in Turkey, which operates in the same field, is holding its own despite a difficult environment. However, our synergies are poor and our competitors are far bigger than we are. Other shareholders could take this activity further. SNAM, meanwhile, saw growth in sales backed by the sharp rise in the volumes of batteries we collect for recycling. Nevertheless, profitability was affected by the fall during the year of the price of purified materials, especially cobalt. For this activity, we are looking for a partner, preferably a family business, to help us ensure the financing of major growth in the years ahead.
We aim to become an exemplary company in terms of sustainable development.
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This year we have increased the consolidated net result of Floridienne by 25%.
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Biobest is growing very strongly. We are devoting all our energy to this. The group has the resources needed to finance the development of this company and the division as a whole. There are still many markets to conquer. We invest a lot of our resources in Research & Development to offer sustainable alternatives in the Biobest business lines to the use of chemicals and pesticides which are still found in many farms. The useful insects proposed by Biobest are an ideal substitute for the insecticides used in the agricultural sector. We currently offer solutions for crops grown in greenhouses, but open-air holdings, where pesticides are unfortunately still preferred at the moment, will provide us with new outlets. The solutions will need to be very competitive. We are working on that. Moreover, we are delighted with the partnership that we have had with the Mérieux group for the past two years.
In the sectors in which we operate, many of the stages are still manual. So for instance, the presence of harmful insects in greenhouses is generally checked simply by lifting the leaves to which they are attached and counting them. These days, apps on mobile phones can be used to photograph them, identify them, count them and fight them. For example, farmers can anticipate the arrival of harmful insects on their farms by taking account of their development a few kilometres away and changes in the weather conditions, in particular. Numerous sensors will make life easier for farmers and enable them to optimise the care given to their plants. These technologies have enormous development potential. The Life Sciences Division is part of this evolution in a market that has now become worldwide.
GROUP TURNOVER
€13.2
million
Insects and enzymes have become the two pillars of our Life Sciences Division. Enzybel continues to grow strongly, benefiting from the investments made in equipment to increase its production capacity. With a turnover of € 23 million, the company is now a reference in the world of enzymes derived from plants or animals. Enzybel has a commercial presence throughout the world and develops production tools in Belgium, Italy, Indonesia, India and, shortly, in China. This activity and that of Biobest take place in countries where the labour legislation is less strict than in Europe. We always strive to put in place a better framework for our colleagues than that required by these countries. For example, in Mexico we offer our staff additional study opportunities. In Morocco, we have opened a company restaurant to ensure that our colleagues have a real meal every day. In Kenya, we have opened a dispensary for our employees and their families.
The creation of Kamapim in Papua New Guinea, operating in the natural vanilla sector, illustrates this wish on the part of Floridienne to adopt an approach that focuses on citizenship and a responsible attitude in the areas where it operates...
Our responsibility is very wide ranging. We have always aimed to provide satisfaction for our staff, to ensure their motivation and well-being at work. We also strive to expand our action beyond the legislative framework. In Papua New Guinea, we have worked hard to ensure that our colleagues benefit from identity documents so that they can open a bank account. Opening these accounts has enabled the development of trade, by avoiding the need to carry around hard currency in a dangerous region. This is in line with our values. Our approach with our colleagues must be positive, innovative, even if the cost price has to remain a concern. Moreover, we aim to become an exemplary company in terms of sustainable development.
The companies that make up Floridienne are run by real, enthusiastic entrepreneurs who have a vision of their profession. We have always done our utmost to ensure management continuity in the companies that join us, leaving the management to their founders as much as possible and then to real entrepreneurs who are prepared to take over. This is one of the specific features of our group. Moreover, the autonomy granted to the managers of the companies in the group is backed by a real spirit of cooperation between the teams which are very close
knit and mutually supportive. Floridienne is a group of entrepreneurs who continuously exchange ideas: the emulation is constant and the transparency is total.
Our balance sheet is sound. Our equity has increased by over € 10 million. Our level of indebtedness is basically linked to the acquisitions of Biobest. We plan to continue to seize the opportunities that arise, acting as a consolidator that respects the culture and the specific features of each company that we integrate. We believe that this way of thinking and acting will enable us to create a quality group and attract entrepreneurs with the same mindset. In 2020, we hope to see growth in our turnover and our profitability.
However, the coronavirus pandemic is adding significantly to the uncertainty in the economic environment as well as presenting operational and logistics challenges that will have an impact on our short-term performance which is difficult to assess. But Floridienne's fundamentals are positive and should enable us to withstand this crisis well.
TURNOVER
INCREASE IN CONSOLIDATED EBITDA
| CONSOLIDATED BALANCE SHEET - in EUR million |
2019 | 2018 | 2017* | 2016 | 2015 |
|---|---|---|---|---|---|
| Assets, non-current | 167.8 | 144.1 | 122.4 | 102.9 | 97.7 |
| Assets, current | 177.3 | 176.2 | 164.5 | 136.7 | 145.1 |
| Liabilities, non-current | 234.6 | 218.2 | 185.5 | 163.1 | 167.1 |
| Floridienne equity capital | 119.7 | 112.9 | 100.1 | 97.6 | 95.6 |
| Third-party interests | 23.6 | 20.1 | 6.3 | 8.0 | 7.8 |
| Long-term loans and provisions |
91.2 | 85.2 | 79.2 | 57.5 | 63.7 |
| Liabilities, current | 110.5 | 102.1 | 101.4 | 76.5 | 75.8 |
| Balance sheet total | 345.1 | 320.3 | 286.9 | 239.6 | 242.9 |
| CONSOLIDATED RESULTS - in EUR million |
2019 | 2018 | 2017* | 2016 | 2015 |
|---|---|---|---|---|---|
| Turnover | 410.3 | 382.8 | 367.2 | 307.7 | 295.8 |
| EBITDA | 34.4 | 24.1 | 22.4 | 18.6 | 19.4 |
| Adjusted operating result ** | 21.4 | 14.9 | 14.5 | 11.7 | 11.2 |
| Consolidated net result | 13.2 | 10.5 | 8.0 | 7.4 | 7.1 |
| Consolidated net result, Floridienne share |
9.1 | 8.3 | 6.9 | 6.6 | 5.9 |
| Net cash flow | 25.0 | 15.1 | 13.9 | 13.9 | 15.3 |
* 2017 figures reprocessed
** Operating result + Share of net result of companies consolidated using the equity method
| FINANCIAL RATIOS - in % |
2019 | 2018 | 2017* | 2016 | 2015 |
|---|---|---|---|---|---|
| Financial profitability (net result/equity capital as at 1 January) |
8.1 | 8.3 | 7.1 | 6.9 | 6.7 |
| Solvency ratio (equity capital/balance sheet total) |
41.5 | 41.5 | 37.1 | 44.1 | 42.6 |
| Pay-out ratio (gross dividend/group share of result) |
0.0 | 25.2 | 30.3 | 31.9 | 33.8 |
| DETAILS PER SHARE - in EUR |
2019 | 2018 | 2017* | 2016 | 2015 | +65% |
|---|---|---|---|---|---|---|
| Number of shares | 996 857 | 996 857 | 996 857 | 996 857 | 996 857 | |
| Share price | ||||||
| Average | 183.93 | 187.09 | 157.00 | 109.40 | 85.29 | NET CASH FLOW |
| Highest | 209.80 | 244.00 | 191.00 | 133.00 | 97.50 | |
| Lowest | 170.00 | 164.00 | 119.50 | 90.56 | 72.07 | |
| As at 31/12 | 209.80 | 175.00 | 181.06 | 125.49 | 97.00 | |
| Net dividend per share | 0.00 | 1.47 | 1.47 | 1.47 | 1.46 | |
| Stock market capitalisation (in EUR millions as at 31/12) |
209.14 | 174.45 | 180.49 | 125.10 | 96.70 |
EBITDA €34.4 million
BALANCE SHEET TOTAL €345.1 million
DIVISION TURNOVER
NET CASH FLOW +76%
ChemCom has identified an olfactory receptor present in melanocytes whose modulation triggers a new mechanism that causes tanning or depigmentation of the skin. This discovery earned the company the innovation award at The Cosmetic Victories international innovation competition.
Work is under way to boost production at three plants in the Enzyme Division (pancreatin, papain, bromelain).
Biobest recorded a 28% increase in its turnover, confirming the good health of its activities, which have been growing steadily for several years.
The division is adding to its portfolio in the organic sector. The range on offer now includes twenty-two new flaky pastry products, snails, mussels and scallops products.
In order to streamline and simplify the organisation of the division, the activities of La Palourdière have been taken over by Gartal (preparation of scallops and seafood flaky pastry products). Altesse and Merydis (Petit Rechain) have merged.
Structural investments have been made in three plants. The storage capacity of Delka has been increased. Camargo now has a production workshop. And the refrigeration and heat recovery capacities at Brioude have been renewed, saving energy.
DIVISION TURNOVER €201 million
NET CASH FLOW +51%
€61 million
DIVISION TURNOVER
NET CASH FLOW +16%
IKA is expanding its range of own products to include products imported from key players for whom it provides storage, logistics, marketing and technical support services in Europe.
SNAM continues to invest in recycling capacities in order to respond as efficiently as possible to the arrival of large numbers of used batteries in the coming years.
SNAM has launched its second life activity and has marketed its first stocks made from secondary batteries.
THE GOURMET FOOD DIVISION COMPRISES PRODUCTION AND MARKETING COMPANIES SPECIALISING IN GOURMET FOOD PRODUCTS SUCH AS SNAILS, SCALLOPS, STUFFED SHELLFISH, SMOKED SALMON, SEAFOOD SALADS, FLAKY PASTRY APPETIZERS, PREPARED ETHNIC DISHES, COLD AND WARM SAUCES AND MORE. THE DIVISION ALSO OPERATES IN THE FIELD OF SPECIALISED FOODS, IN PARTICULAR FOR PEOPLE WITH DEGLUTITION PROBLEMS OR THOSE SUFFERING FROM ALZHEIMER'S DISEASE.
ANNUAL REPORT 2019 – 21
OF COOKED SCALLOPS 700 tonnes
OF SMOKED SALMON 4,800 tonnes
T
he Gourmet Food activity recovered in 2019. Its turnover stabilised and its EBITDA and net result both increased sharply. These are the first positive effects of a process of reflection, repositioning and restructuring of the Division since 2018.
The number of legal entities has been reduced. The operating sites have been optimised, with activities grouped together and an increase in specialisation. The companies Merydis and Altesse have been merged, as have Doussot and Gartal (scallops). Since the start of the reorganisation of activities, four production sites have been closed. The division now has four sites in eastern Europe, two in Belgium and six in France. The production sites have been automated where possible. The production processes at the existing sites have been reviewed and optimised, taking account of the new processing volumes.
Consumers are increasingly aware of their dietary choices. They are better and better informed. Philippe Boonen
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Moreover, the division has benefited from the easing observed on the prices of certain ingredients such as salmon, butter, oil and scallops.
Innovation lies at the heart of the division's business lines. The teams take care to remain in step with trends in consumption habits and environmental concerns. The focus has been placed on environmentally friendly packaging and the use of sustainable materials such as fibres and cardboard. The recipes offered respond to consumers' new expectations. Preference is given to fresh products, free of taste enhancers and preserving agents.
Consumption habits are undergoing an unprecedented revolution. Consumers are increasingly aware of their dietary choices. They are better and better informed. The 'Yuka' app has become widespread. And the nutri-score impacts on buying habits. The Gourmet Food Division has adapted to the new trends, particularly in gourmet products and appetizers, where vegetarian, vegan, gluten free and organic options are increasingly becoming the norm. In the vegan range, egg yolk has been replaced by a pea-based binding agent. The division gives priority to responsible products, sustainable fishing and short circuits that enhance the value of the local offer, such as French butter or mussels from Brittany. Moreover, the Gourmet Food Division is evolving towards ready-meal solutions, in portions, to be taken away and reheated, giving preference to vegetablebased dishes such as spicy black rice or cooked squash.
Industries and distributors have been obliged to review their approach, in particular favouring certification, product safety and the quality of ingredients. So the distribution models have been turned upside down. Hypermarket-sized stores have become obsolete. Local stores offering long opening hours are flying high. The hard discount sector is doing well and now accounts for 20% of the market.
Pedestrian drive-ins in city centres are developing. Online buying is increasing. The division is taking account of this new situation, in particular by adapting its range to the size and shelving of local stores which have limited space at their disposal.
The product range is changing radically. Fresh preparations are doing well, along with organic, vegetarian, vegan and gluten-free options. The frozen goods sector is somewhat lacklustre.
Organic food is changing, with increasingly elaborate preparations. Many consumers have adopted flexitarianism.
The international market remains the priority for the division. The turnover from export accounted for 13% of sales in 2019. The ultimate aim (2021) is to achieve 20%. For 2020, the priority is to see an increase in the EBITDA rather than growth in turnover, by optimising purchases and increasing productivity at the sites.
The food sector is changing radically. The division is adapting to a new way of working, revitalising and overhauling its range. Gourmet Food is investing to evolve towards a more flexible, more profitable economic model with improved organisation between the entities. Partnerships with local producers (market gardeners, fishermen, etc.) are providing solutions for a new distribution and consumption model.
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Philippe Boonen, Managing Director of the Gourmet Food Division
Floridienne has been reinforcing its organic range for several years, with increasingly sophisticated preparations. The ingredients used are checked by the mass distribution sector, which pays particular attention to compliance with specifications. In France, school canteens now have to provide a range that is 50% organic. This law has enabled organic producers to develop and has increased the spread of awareness of the importance of a healthy diet.
The Gourmet Food Division is developing its range of ethnic and Mediterranean products which are proving increasingly successful. Tapas, snacks and appetizer products are particularly popular and are now also available with more natural recipes and organic ingredients.
ANNUAL REPORT 2019 – 25
Ph. B. : We are a federation of SMEs engaged in developing synergies. The division operates on small, highly specific markets, in dynamic segments such as appetizers, starters and side dishes. Our range is healthy and festive.
We aim to develop around highquality products offering good value for money. Our know-how is French, based on local produce. As well as our emblematic range of snails, we also offer a wide assortment of seafood products.
We always aim for operational excellence, which involves a demanding selection of ingredients which are used to prepare our range and rigorous follow-up of every stage in the supply chain. Our company benefits from a positive image among customers who acknowledge our thoroughness, our reliability, the quality of our products and the services provided and our sense of innovation.
This company has two plants in France where canned snails and frozen or fresh prepared snails, stuffed shellfish, snail hors d'oeuvres, fresh and frozen ready meals with snails and mussels, variegated scallops and butter rolls are prepared. FDG also markets most of the group's other frozen preparations produced in Brittany (Gartal and Doussot).
2, Allée d'Helsinki, CS 80072 Schiltigheim F-67013 Strasbourg Tel. : +33.3.88.59.30.60 Fax : +33.3.88.59.30.61 www.francaise-de-gastronomie.fr
Le Clos Saint-Anne F-43100 Vieille Brioude Tel. : +33 .4.71.50.80.00 Fax : +33 .4.71.50.42.41 Grand Rue, 118 F - 89400 Bassou Tel. : +33.3.86.73.37.00 Fax : +33.3.86.73.37.01
Courbeyre, based in Aurillac in Auvergne, produces preparations based on snails as well as stuffed mussels, appetizers and Auvergne specialities.
Impasse Blaise-Pascal F-15000 Aurillac Tel. : +33.4.71.64.97.90 Fax : +33.4.71.48.96.96 www.courbeyre.fr
Based in Brittany, Larzul specialises in canned products made of beef, cooked poultry and in seafood dishes. It is France's leading producer of beef tongue and canned offal.
Rue Henri Lautredou F-29720 Ploneour Lanvern Tel. : +33.2.98.82.68.68 Fax : +33.2.98.87.71.27 www.groupe-larzul.com
This Brittany-based company specialises in the preparation of scallops and seafood flaky pastries. Its main brands are Mareval and La Palourdière.
Z.A. de Troyalach – F-29170 ST. Evarzec Tel. : +33.2.98.94.61.25 Fax : +33.2.98.94.67.46
Based at Carentan in Normandy, Gel Manche prepares and packs seafood terrines (fish and shellfish) and ready-to-eat salads. The plant also specialises in mixed and ground products for hospitals. The company markets two brands: Gel Manche Gastronomie and Gel Manche Nutrition. It also wholly owns Gourmet des Îles, which makes prepared West Indian dishes.
ZI du Blactot – F-50500 Carentan Tel. : +33.2.33.71.72.72 Fax : +33.2.33.71.72.73 www.gmgcarentan.com
Founded in 1886, Simon Dutriaux specialises in the manufacture of products based on smoked mackerel and smoked or pickled herring as well as the production of fresh prepared dishes.
The company ranks among the three main players in the smoked herring market and is market leader for rollmops in France. It benefits from a strong brand in the mass distribution sector in northern France.
The Simon Dutriaux production plant is the home of Simon Selection S.A.S. This firm specialises in the smoked salmon trade for the French market.
Parc d'activité du Bois Rigault - Rue Gustave Eiffel F - 62880 Vendin-Le-Vieil (Lens) Tel. : +33.3.21.14.24.80 Fax : +33.3.21.14.24.81 www.simon-dutriaux.com
Altesse is a company that distributes condiments (capers, onions, gherkins, garlic purée, chilli peppers, etc.) and ethnic products. It also produces a range of culinary preparations including ready-made sauces.
Rue de Battice 22B B-4800 Petit Rechain Tel. : +32 4 240 92 40 Fax : +32 4 384 72 64
Delka is a company that specialises in making and marketing cold sauces for the retail sector and for catering outside the home. It also supplies other companies in the group with sauces for their preparations.
Rue de Battice 22B B-4800 Petit Rechain Tel. : +32 87 76 63 38 Fax : +32 87 76 57 48 www.delka.be
These companies are involved in the traditional smoking of salmon and other specialities (tuna, marlin, trout, etc.), as well as producing ethnic dishes based on Mediterranean recipes (tarama, hummus, etc.). The series of products developed enables them to offer a complete range for the seafood department (dried, smoked, pickled and spreads).
Avenue de Lambusart 11 B-6220 Fleurus Tel. : +32 71 816.180 Fax : +32 71 810.376 www.salminvestgroup.be
To improve control over its supply of snail ingredients, the group has plants in the producer countries. These companies meet the most stringent European health standards. They collect and prepare snail meat and other products such as anchovies. Various investments in Eastern Europe are planned to complement the existing position and help guarantee the homogeneity and quality of the ingredients used in prepared dishes.
Pomarom S.R.L. is mainly involved in the collection and processing of 'Helix Pomatia' snail meat.
It is also the snail collection centre for the whole of Romania and the neighbouring countries.
Str. Liverzii 41 - 510170 Alba Iulia - Romania Tel. : +40.25.88.11.200 Fax : +40.25.88.19.370
This company collects and processes 'Helix Pomatia' snails.
Vilniaus R. Sav. - Pakalnes G. 7 Bezdonys, Bezdoniu Sen., 15201 Lituanie Tel. : +370.52.69.64.46 Fax : +370.52.69.64.93
This company is involved in collecting 'Helix Lucorum' snail meat and refilling the shells to produce prepared snail dishes. MENETREL has also diversified into the production of pickled anchovies.
Bilecik-Turkey Tel. : +90.22.82.16.02.09 Fax : +90.22.82.16.02.08
Supply and processing plant for Mediterranean pickled products. 21 Hristo G. Danov street 4101 Kuklen-Plovdin Bulgaria
THE LIFE SCIENCES DIVISION PRODUCES AND MARKETS NATURAL TECHNOLOGIES AND PRODUCTS FOR AGRICULTURE, AGRI-FOODSTUFFS, HEALTH CARE, PARAPHARMACEUTICALS AND THE COSMETICS INDUSTRY. SOME OF THESE REPRESENT ENVIRONMENTALLY FRIENDLY AND SUSTAINABLE ALTERNATIVES TO EXISTING CHEMICAL PRODUCTS. THIS DIVISION IS WORLD LEADER IN PLANT PROTEASES AND RANKS SECOND GLOBALLY IN INTEGRATED PEST MANAGEMENT. IT ALSO INVESTS IN INNOVATIVE SOLUTIONS, SUCH AS CHEMICAL COMMUNICATION THROUGH RECEPTORS ASSOCIATED WITH TASTE AND OLFACTION IN MAMMALS.
A WORLD PRESENCE 6 continents
45,000 farmers
A FAIR DYNAMIC
PINEAPPLE PLANTATIONS IN SUMATRA 33,000 ha
T
he Life Sciences Division was set up 11 years ago. With nature as its raw material, it now ranks as a world leader in several fields. Although modest in size when it was first created, the division has become a group with a wide range of skills.
The division has been built up around projects requiring substantial investment and development. Integrated pest management and the enzymes sector have become pillars of the group and still have substantial growth potential.
The Life Sciences Division now generates a turnover of almost € 150 million. It operates in 28 countries and employs over 1,500 staff in 40 subsidiaries. Substantial resources are devoted to Research & Development, carried out by over 60 of our colleagues.
USING NATURE WITH INTELLIGENCE AND RESPECT
Biobest recorded organic growth of 18% during the course of the past financial year, thanks in particular to the solutions developed for growing cannabis for medical use. The company, which has reached maturity, has become a major player in the field of responsible solutions for agriculture. Moreover, Biobest has expanded its scope of action in northern Europe, by means of an acquisition in Norway. The company now operates on every continent with 26 subsidiaries.
Biobest has extended its range of protective industrial products in the field of integrated pest management for sustainable agriculture. It has developed natural extracts to combat disease.
With its solutions, Biobest offers players in the sector environmentally friendly alternatives. It is now a reference in its field.
In a context marked by agri-chemical giants, Biobest positions itself as a pioneer in innovation, a driving force for alternative solutions, ready to take up future challenges.
Biobest is working to consolidate its leadership position in its business lines as a provider of reliable services and products. It is deploying new means to ensure that its teams are as professional as possible, improve its products and their distribution, expand the portfolio of solutions and further develop on the international scene.
The company is celebrating its 30th anniversary in Madagascar. The results for the year are in line with the previous year. The price of vanilla continues to reach record heights. Sopral is investing in additional sources of raw material supplies so as to secure the volumes needed and ensure reliable quality.
The subsidiary (Biosucre SARL), founded with local partners in 2018, is now operational. Crystallised cane sugar, an organic and fair trade product, is used among other things to process the litchis and pineapples marketed by Sopral.
Sotecna has increased its production capacities thanks to additional investments in its equipment. The company is growing thanks to the exploitation of snail extracts. These have multiple applications and benefits for health: wound healing, hydration, collagen production, etc.
The company also operates in the field of essential oils based on yuzu which are used in perfume production. TURNOVER
" Integrated pest management and the enzymes sector have become pillars of the group.
Christian Van Osselaer
ENZYBEL
Pacific Region.
The company continues to develop,
the field to the end customer.
Growth remains sustained. Enzybel has entered a new phase in its expansion, with a broader portfolio of activities. The company has secured its supplies,
The production capacities at the plants
to make finished products for the Asia-
Enzybel aims to become the reference company in the world of enzymes derived from plants and animals, by developing additional product ranges and expanding geographically. Its target is to double its
turnover in the next five years.
EBITDA + 48%
The company is a world reference in the molecular and cellular biology of human olfaction.
Its size and degree of development led to the need for a full-time CEO to be appointed to speed up the company's growth, enhance the value of its discoveries and forge partnerships.
ChemCom is building its future around three sectors: the aromas and perfumes market (blockers, enhancers, formula reconstitution or simplification), cosmetics and the pharmaceutical sector.
Having entered Australia for the first time, Biobest has now established a second site in the south of the country (Bugs for Bugs). It has also increased its presence in China, Tukey, Morocco and Norway, with a new acquisition. Biobest is thus consolidating its position as world leader.
Christian Van Osselaer, Managing Director of the Life Sciences Division
"
The division has established a presence in Papua New Guinea, creating an additional source for its vanilla activities. This new company, Kamapim, works on improving vanilla plantations and preparation processes. To do this, it works with over 27,000 planters and shares good farming and vanilla pod preparation practices. The site also strives to improve the life of remote rural communities by deploying original solutions to improve safety for individuals, equality for women, environmental protection and access to education.
ANNUAL REPORT 2019 – 33
We live on a planet where from time immemorial humans have been an integral part of nature, have exploited it and need it. The intensity of this exploitation has evolved. The growing population, increasing needs, standards of living and consumption have a significant impact on the environment, depleting certain resources, polluting more and more and destroying habitats. Environmental and climate crises are multiplying and the consequences for humans are beginning to be clearly felt. The most serious effects are yet to come. We must hope that humanity will soon – collectively (it concerns us all – just like coronavirus) implement the systems necessary to preserve this planet which has given us so much and which we really need.
Nature offers us a host of solutions and a great lesson in humility. There is not a factory in the world as complex as a single biological cell in a human being.
At our level, since the division was created, we have always endeavoured to use nature with intelligence and respect. In our lines of business, nature is a tremendous source of inspiration that we can draw on to return what she gives us.
Biobest ranks second in the world in integrated pest management. This Belgian company specialises in biological pollination by bumblebees and in pest control using beneficial insects and mites. It exports its six species of bumblebees and its 40 or so species of beneficial insects to more than 60 countries.
Biobest has its own laboratory for testing the side effects of chemical products on biological solutions (such as insects and mites). These chemical products may be either already on the market or under development at chemical companies. This testing therefore enables better profiling and positioning of their agricultural products.
Ilse Velden 18 – B 2260 Westerlo Tel. : +32.14.25.79.80 Fax : +32.14.25.79.82 www.biobest.be
Enzybel International is the world leader in the extraction and refining of plant-derived proteases. These natural enzymes are used to break down proteins, reducing them to small components more easily used or absorbable or giving them new properties.
In addition to papain, which is obtained from papaya latex, the most commonly marketed plant protease enzyme, Enzybel produces two other important enzymes: bromelain and ficain, obtained respectively from pineapples and figs.
Plant proteases are used in several human or cattle food applications (to tenderise meat, to produce protein hydrolysates, as taste modifiers), in cosmetics (skin treatment and care) and in medicine (symptomatic treatment of cancer, digestive aids, anti-inflammatory products).
Rue de Waremme 116 4530 Villers-le-Bouillet Belgium Tel. : +32 4 259 93 30 Fax : +32 4 259 93 39 www.enzybel.com
Enzybel Pharma was created at the end of 2016 to complete the Enzybel portfolio of natural enzymes by adding a range of enzymes of animal origin (pancreatin, trypsin, pepsin, etc.). It markets these products in various sectors of activity such as pharmacy and nutraceutics.
Rue de Waremme 116 4530 Villers-le-Bouillet Belgium Tel. : +32 4 259 93 30 Fax : +32 4 259 93 39 www.enzybel.com
Sopral, a company located in Madagascar, produces and markets green pepper (one of the best in the world), wild pepper, a number of essential oils (cinnamon, pepper, clove, niaouli, ravintsara), fair-trade processed fruits (litchi, mango, pineapple, physalis, granadilla) and vanilla.
With regard to vanilla, a physical industrial process has been developed to produce vanilla with a much higher vanillin content, intended for the production of natural flavourings.
Strategic alliances have helped Sopral to become a major player in the processing and marketing of the island's various natural resources, especially guano, an organic fertiliser.
Pk4, Route de Fenerive 501 Tamatave Madagascar Tel. : + 261.2053.316.30 Fax : +261.2053.316.50 www.sopral-Madagascar.com
Sotecna is a company specialised in the production of 100% pure and natural essential oils for the food and perfume industries. It is a pioneer in allium-based essential oils (leek, garlic, onion), horseradish, mustard, angelica, lovage and carrot, supplying leading flavouring and perfume companies.
Rue des Gaulois 7B 7822 Meslin-l'Evêque Belgium Tel : +32 68 28 31 02 Fax : +32 68 28 18 01 www.sotecna.com
Established in the year 2000, ChemCom is an international reference in chemical communication. It helps the food, cosmetics agriculture and pharmacy sectors to discover, select and refine certain products in the fields of taste, olfaction and pheromones.
ChemCom has developed an artificial human nose, cloning and expressing all the olfactory receptors. The deorphanisation of all the olfactory receptors not only enables us to gain an understanding of odour perception, recognition and discrimination, but also provides a powerful, robust industrial tool for the discovery of new products. This new biomolecular approach for the aroma and perfume industries makes it possible to discover new products and to optimise, perfect or replace certain existing products, making them more effective, better adapted and protected.
Route de Lennik 802 B 1070 Brussels Tel. : +32.2.353.00.28 Fax : +32.2.353.05.81 www.chemcom.be
Kamapim produces top-quality vanilla with the aid of local farmers. Kamapim guarantees the farmers with whom it works a fair remuneration, paid directly. The company has developed a strong partnership with the various regional communities.
Po Box 2098 511 Madang Papua New Guinea Tel.: +675 7484 3690 [email protected]
THE CHEMICALS DIVISION CONSISTS OF COMPANIES THAT OPERATE IN THE FIELD OF ADDITIVES USED TO STABILISE PVC. THE GROUP IS ALSO INVOLVED IN THE RECYCLING OF INDUSTRIAL AND (HYBRID AND ELECTRIC) CAR BATTERIES.
ANNUAL REPORT 2019 – 37
OF BATTERIES PROCESSED IN 2019
SNAM COLLABORATORS + 100%
he Floridienne Chemicals Division works both in traditional sectors such as additives for PVC stabilisers, with the companies IKA and Kimflor, and in high-potential niches such as the recycling of hybrid and electric batteries through SNAM. T The activity of IKA, whose sale is being
The division's turnover stood at € 61 million at the end of 2019, up slightly on the previous year. The EBITDA rose by around 10%.
negotiated, recovered well. The company imports new PVC additives from China, for which it has become the exclusive representative in Europe. The IKA product range has therefore been expanded. The outlook for the company is good, with fine progress anticipated in 2020. IKA is currently the smallest player in Europe in its field: PVC stabilisers.
x 2.5 The Turkish subsidiary Kimflor, which operates in the same field as IKA, held up very well despite difficult economic circumstances. The partnership between Floridienne and the Turkish company remains positive for both parties.
SNAM, European leader in nickel and lithium ion battery recycling (building site equipment, alarm systems, aeroplanes, high-speed trains, hybrid and electric vehicles, etc.) has forged partnerships with all the automobile manufacturers with the exception of Renault, to collect and process these batteries.
This activity, which was initially a niche sector, is set to experience huge growth linked to the number of batteries that are appearing on the market. Electric and hybrid cars, electric scooters, connected objects – battery use is increasing. A partnership covering two or three years became necessary for Floridienne. Considerable investments are required to be part of this booming market in the long term. The volumes to be processed in the future will be huge.
INCREASE IN THE VOLUME OF BATTERIES COLLECTED
Storing surplus electricity production to inject it into the grid.
Eric Nottez
Electricity storage monopolises the SNAM teams, who collect and use end-of-life car batteries to this end. Cells are replaced and the batteries are restored to store electricity, for example at the foot of wind turbines or solar panels.
Through its 'Second Life' project, SNAM aims to store the surplus production to inject it into the grid later on and to promote the recycling of batteries from electric and hybrid vehicles at zero cost.
IKA and KIMFLOR operate in the field of PVC stabilisers, offering two alternatives to lead-based stabilisers in the manufacture of PVC intended for the window frame and tubes and connectors markets: calcium-zinc stabilisation, which can be used for all applications, and organic stabilisation, free of heavy metals, for which IKA has a patent. The GreenStab® range, reserved for tubes and connectors in PVC and flexible PVC, is set to expand to include other applications.
SNAM has established a partnership with the GEMO chain store (477 sites in France). Carports equipped with solar panels enable customers to recharge their vehicles free of charge while they are shopping. During the night, local residents can also benefit from the service, upon payment of a contribution to the costs, thanks to batteries recycled and reconditioned by SNAM to store electricity.
"
Gaëtan Waucquez, Managing Director of the Chemicals Division
ANNUAL REPORT 2019 – 41
With the aid of the CEA (Alternative Energies and Atomic Energy Commission) in France, SNAM has developed technologies that offer used batteries from hybrid and electric vehicles a second life. Green electricity generated by wind turbines and solar panels can be stored once these batteries have been reconditioned. More recently, SNAM invested in the processing of used batteries to be reused in the automobile sector where electric and hybrid vehicles have a lifespan of twelve years, while the lifespan of a new battery is eight years.
SNAM is the European leader in the recycling of batteries from hybrid and electric vehicles. 40 to 45% of these batteries are now processed. The number of batteries entrusted to us in 2019 was two-and-a-half times higher than in 2018. This represents over 10,000 tonnes of batteries. We have focused on staff training to manage these volumes more efficiently. New countries are working with us. In six years, SNAM has doubled its workforce. The market is enormous. The company records annual growth of 20%. To consolidate our head start in the field, we would like to join forces with an industrial partner who will give us the necessary operational and financial base.
Specialising in the formulation and production of lead-based stabilisers and new-generation calcium/zinc–based and organic stabilisers (free of heavy metals), IKA sells its products mainly in Eastern Europe and Russia.
Chemiepark Bitterfeld Wolfen, Areal A Filmstrasse 4, D 06766 Wolfen Tel. : +49.34.94.69.61.0 Fax : +49.34.94.69.61.10 www.ika-Wolfen.de
KIMFLOR, which is held by Floridienne (majority stake) and a Turkish partner (Mr Demirel, 25%), aims to open up and develop new markets in central Europe and Asia, mainly in the field of PVC stabilisers. KIMFLOR has invested in the construction of a production facility for the new generation of calcium/zinc-based stabilisers.
Izmir Aydin Karayolu 35 Km.29 Ekim Mah. No :23 35875 Torbali Izmir Turkey Tel. : +90.232.853.90.66 Fax : +90.232.853.90.65 www.kimflor.com
As the leading player in the process of recycling Ni/Cd (nickel/cadmium), NiMH (nickel-metal hybrid) and Li-ion (lithium-ion) rechargeable batteries, SNAM recovers batteries from rechargeable battery manufacturers, national collection associations and independent collectors in Europe, the USA and Asia Pacific. After separating the components, it resells the nickel and cadmium they contain. It has recently specialised in collecting batteries from hybrid and electric vehicles, a market on which it is currently the European leader.
SNAM bezit ook de firma VERA CHIMIE DEVELOPPEMENTS S.A.S.
Avenue Jean Jaures 4 F 12110 Viviez Tel. : +33.5.65.43.77.30 Fax : +33.5.65.43.03.95 www.snam.com
This SNAM subsidiary based near Lyon in France formulates and markets additives for the galvanisation sector.
Zone Industrielle du Broteau Rue du Broteau F 69540 Irigny Tel. : +33.4.78.90.52.52 Fax : +33.4.78.90.33.20 www.verachimie.fr
Ladies and gentlemen,
We have the honour of presenting to you the management report for our group and of submitting for your approval the annual and consolidated accounts as at 31 December 2019, as adopted by the Board of Directors on 25 March 2020. This 2019 management report includes the management report, in accordance with Article 12 of the Royal Decree of 14 November 2007 on the obligations of issues whose shares are admitted for trading on a regulated market. All the information that must be included in this management report pursuant to Articles 3:6 and 3:32 of the Belgian Code of Companies and Associations (the corporate governance statement – including the remuneration report – the financial performances of the company and the statement on the non-financial information of Floridienne) are included in the various chapters of the (integrated) annual report.
Floridienne invests in niche markets, paying particular attention to the sectors of Gourmet Food, Life Sciences and Chemicals. Alongside these three operating divisions, we also provide information in the 'Corporate Division' section on all the services and consultancy activities provided by Floridienne S.A. to its subsidiaries and the food product trading activities.
The company spreads its investment risks among profitable companies, companies with emerging profitability and companies with potential profitability.
The three divisions of the Floridienne Group performed well in 2019, with strong growth of the Life Sciences Division, an improved performance of the Gourmet Food Division and good results of the Chemicals Division in a difficult environment.
The Floridienne Group turnover for 2019 amounted to € 410 million, up 7% compared with € 383 million in 2018. This increase may be attributed mainly to strong organic growth in the turnover of the Life Sciences Division and entries into the scope of the group amounting to € 7.0 million.
The EBITDA amounted to € 34.4 million as at 31 December 2019, up € 10.3 million compared with € 24.1 million in 2018. The operating result rose by € 7.0 million to € 21.0 million.
The revaluation of the power of control of the Floridienne Group over its Moroccan subsidiaries BIOBEST MAROC and BIOBETTER in July 2018 resulted in the full consolidation of these companies as of 1 July 2018 and led to the recognition of a (non-recurrent) capital gain of € 4.8 million during the 2018 financial year, in accordance with IFRS 3.
Consequently, as at 31 December 2019, the pre-tax consolidated result amounted to € 18.5 million, compared with € 16.5 million in 2018.
During the 2018 financial year, the Floridienne Board of Directors reconsidered its rules on the recognition of deferred tax assets on tax losses and decided to depreciate all the deferred tax assets on the subsidiaries that had recorded losses again during the financial year and to limit the recovery of losses recognised in subsidiaries generating a profit, on the basis of a shorter-term budget making it possible to increase the visibility of their recovery. This led to a (non-recurrent) loss of value on deferred tax assets over the 2018 financial year of € -2.7 million.
The group therefore closed the 2019 financial year with a consolidated net result of € 13.5 million, up 25% compared with € 10.5 million in 2018. The net result, group share, rose to € 9.1 million compared with € 8.3 million as at 31 December 2018.
The consolidated equity rose by € 10.4 million to € 143.4 million as at 31 December 2019, compared with € 133.0 million as at 31 December 2018.
The group's net indebtedness rose by € 9.7 million in 2019 to € 92.0 million (excluding lease commitment debts) and may be attributed to the investments made during the course of the financial year. The consolidated cash position is sound at € 22.1 million.
As at 31 December 2019, the group fulfilled all its financial covenants.
In January 2019, BIOBEST took control of the Australian company BUGS FOR BUGS, which produces insects used in integrated pest control. This acquisition enables BIOBEST to establish an important position on the Australian market, from which it has so far be absent. This company has been consolidated in terms of the balance sheet and the income statement since 1 January 2019.
It should be remembered that the revaluation of the power of control of the Floridienne Group over its Moroccan subsidiaries BIOBEST MAROC and BIOBETTER in July 2018 resulted in the full consolidation of these companies as of 1 July 2018. These companies had previous been consolidated using the equity method.
In December 2018, BIOBEST concluded the acquisition of the Turkish company BKS, which produces and markets crop monitoring and harmful insect trapping solutions. This company has been fully consolidated since 31 December 2018.
The turnover of the Life Sciences Division amounted to € 148.3 million as at 31 December 2018, compared with € 118.5 million as at 31 December 2018. This 25% rise can be attributed to sustained growth in the various activities of the division and entries into the scope. The main changes in the scope made it possible to support the growth of BIOBEST. This company continued to develop strongly on its various markets and benefited from the success of its integrated pest control solutions in new types of crops. ENZYBEL continued to develop in plant- and animal-based enzymes and is pursuing some interesting development opportunities. Finally SOPRAL, which grows and distributes high-quality vanilla from Madagascar, succeeded in significantly increasing its volumes during the 2019 financial year.
The division's EBITDA rose by 48% to € 24.4 million as at 31 December 2019, compared with € 16.5 million as at 31 December 2018.
The net result recorded by the Life Sciences Division amounted to € 11.5 million. As explained above, it should be remembered that the net result in 2018 had been influenced by substantial non-recurrent elements (capital gain of € 4.8 million on BIOBEST MAROC and depreciation of deferred tax assets amounting to € -0.6 million). Excluding the non-recurrent elements, the net result in 2018 therefore amounted to € 7.6 million. In addition to the changes in scope, this increase in the net result of € 3.9 million (excluding non-recurrent elements) was seen across the activities of the division, which are well positioned on their respective markets.
The proceedings between ChemCom and Givaudan concerning the distribution of the assets of their joint subsidiary in liquidation, TecnoScent, are continuing and no unfavourable developments have occurred. As there is no 'cash outflow' risk, the Board of Directors does not deem it necessary to establish a provision for this dispute.
The scope of this division did not change during the 2019 financial year.
The division's turnover amounted to € 201.0 million as at 31 December 2019, compared with € 204.1 million as at 31 December 2018. This slight fall may be attributed mainly to a difficult context on the French market in general for gourmet food products.
The EBITDA improved by € 1.9 million to € 6.1 million as at 31 December 2019, compared with € 4.2 million as at 31 December 2018. During the financial year, the Gourmet Food Division continued with its strategic plan launched in 2018 focusing on the simplification and specialisation of its production sites and its organisational structures. The two seafood catering subsidiaries which had experienced various operational difficulties in 2018 recorded a clear increase in their operating profitability in 2019. Finally, the easing of the prices of ingredients was beneficial during the second half of the year.
The net result of the Gourmet Food Division amounted to € 0.8 million as at 31 December 2019, compared with € -2.4 million as at 31 December 2018. However, the results of the 2018 financial year had been negatively impacted by non-recurrent depreciations amounting to € -2.1 million which were recorded in this division.
Larzul (company of which the Floridienne Group owns 50%):
Various legal proceedings are still ongoing concerning this company. No substantial progress was recorded in 2019 as regards these proceedings, which are described in detail in our 2017 annual report (page 43). Consequently, we are still not able to exercise our rights or deploy our industrial strategy for this company.
In the meantime, and in the absence of any negative indicators concerning the profitability of Larzul, the Board has decided to maintain the value of this holding and our claim, payable further to a ruling from the courts, in the consolidated accounts unchanged compared with their historic accounting values, i.e.
€ 2.6 million and € 1.5 million respectively. In accounting terms, this holding is booked under Other non-current financial assets in the consolidated balance sheet (see Note 15 of the Annual Report for more information on this subject) as we do not have control over the company.
The scope of this division did not change during the 2019 financial year.
The turnover of the Chemicals Division rose slightly to € 61.0 million as at 31 December 2019, compared with € 60.2 million as at 31 December 2018. This increase comes from the growth in volumes of batteries collected at SNAM, which recycles batteries, and the development by IKA of a distribution activity on the European market for the products of a foreign partner. KIMFLOR, our subsidiary active in PVC stabilisers on the Turkish market, held its ground well in a difficult environment.
The EBITDA of the division rose by 11% to € 6.0 million in 2019, compared with € 5.4 million in 2018. This increase may be attributed to the good performance of our PVC stabiliser production activities on the European market. The profitability of SNAM and KIMFLOR is falling owing to an unfavourable environment in terms of the resale price of purified metals for the former and the negative trend in the exchange rate of the Turkish lira for the latter.
The net result of the Chemicals Division amounted to € 3.4 million as at 31 December 2019, compared with € 3.1 million as at 31 December 2018, in line with the operating results recorded by these various companies.
A substantial share of the turnover from the PVC Stabilisers activity is recorded in zones exposed to geopolitical uncertainty, in particular Russia and Turkey. Kimflor suffered from this environment again in 2019, while nevertheless maintaining a generally sound level of profitability. This activity is expected to progress in 2020.
The Corporate Division comprises a series of service and consultancy activities provided by Floridienne for its subsidiaries as well as food product trading activities.
No modification occurred in the activity at Floridienne S.A. in 2019 compared with the past. This company's activity consists of investing in niche markets in three sectors: Life Sciences, Gourmet Food and Chemicals. The company spreads its risks among profitable companies, companies with emerging profitability and companies with potential profitability.
For Floridienne S.A., the financial year consequently closed with a net profit of € 1.6 million, compared with a net loss of € 0.4 million in 2018.
Bearing in mind the amount carried over of € 109.1 million, the profit available for appropriation amounts to € 110.6 million.
We propose to carry over the entire the profit available for appropriation.
Owing to the current uncertainties linked to the COVID-19 coronavirus pandemic, the Board is to put a proposal to the General Meeting of Shareholders not to distribute dividends for the 2019 financial year.
The group did not make any additional equity purchases during the 2019 financial year.
The total number of own shares held by Floridienne as at 31 December 2019 was 17,363 out of a total of 996,857 shares issued, which represents a value of € 3,642,757 on the basis of a share price of € 209.8 as at 31 December 2019.
The average acquisition value of these own shares is € 107.53 per share.
In the past, own shares were acquired with the authorisation of the General Meeting granting the Board of Directors the power to acquire a maximum of 180,000 shares in the company on the stock exchange or elsewhere, at a unit price that may not be more
than 20% lower than the lowest closing price over the 20 stock market days prior to the transaction or more than 20% higher than the highest closing price over the 20 stock market days prior to the transaction.
As part of our financial risk management, some of our subsidiaries take out hedging contracts (foreign currencies, interest or raw materials) in order to cover their commercial margin against fluctuations. The group's policy in terms of financial instruments is limited to hedging operations and excludes any speculative positions. Additional information on the management of our credit, interest rates, market prices and liquidity risk can be found in the notes in Annex 27 of the annual report.
Otherwise, we do not have any further risks and uncertainties to report apart from those mentioned in the annual report.
Our subsidiaries in the Chemicals Division face risks inherent in their activity. The environmental issue is an area in which the prevention regulations and constraints are becoming increasingly stringent when permits are renewed. The group takes the necessary measures to comply with all the regulatory requirements in terms of the environment, notably through appropriate investments and structured monitoring. These constraints are sometimes difficult to quantify exactly, in particular when estimating the current value of very long term restoration costs. Where this proves necessary, provisions are booked in the accounts in order to comply with legal undertakings in line with the accounting standards.
We also refer to the non-financial information given in the Annual Report describing the various environmental measures taken by the Floridienne Group.
Our efforts focus on improving the quality of our products, safety, anticipating ever stricter environmental standards and perfecting new products with a view to the diversification of activities.
It should be noted that most of the group's R&D activities are focused on the Life Sciences Division and the Chemicals Division.
In December 2019, a COVID-19 coronavirus epidemic erupted in certain parts of China (Wuhan) and this has now spread throughout the world. This pandemic is affecting Europe in particular. Every country is concerned and they are all taking measures to limit the spread of the virus.
The lockdowns ordered in certain countries and the restrictions on the movement of goods and people are impacting negatively our operations. However, the diversification of our group and the nature of our activities should enable us to better withstand the negative consequences of this pandemic for the economy.
The COVID-19 coronavirus pandemic is significantly increasing the uncertainty pervading the economic environment for the 2020 financial year and presents major operational and logistics challenges that will adversely affect our growth. However, the group fundamentals are positive and should enable us to withstand the crisis caused by this pandemic well.
The Gourmet Food Division should continue to benefit from the effects of its strategic plan for the simplification of its organisational structures and the specialisation of its sites. Moreover, the production and supply of food products is considered to be a priority sector which should be spared to some extent by the lockdown measures imposed by some governments in response to the COVID-19 crisis.
The Life Sciences Division benefits from substantial geographic diversification, limiting the risk linked to a single country in the current crisis. The outlook for the Life Sciences Division is generally favourable.
The trends on the markets on which Biobest is evolving remain positive and this company is particularly well positioned to take an active part in this growth. Our enzymes activity has now attained an international size and credibility, enabling it to speed up its development on the American and Asian markets. As for other natural products, establishing forecasts remains difficult, given the uncertainty that weighs on the prices and volumes of vanilla.
Finally, in the Chemicals Division, our subsidiary SNAM has succeeded in establishing a good position to receive the large volume of batteries from hybrid and electric cars. It will continue to invest in its production capacities and in its project to reuse 'second life' batteries which extends the total lifespan of car batteries.
IKA, our European PVC stabiliser subsidiary, is expected to continue to grow in 2020. It is more difficult to establish reliable forecasts for our subsidiary in Turkey, KIMFLOR, given the complex market environment in which the company evolves.
In the context of the information required pursuant to Article 34 of the Royal Decree of 14 November 2007, we have only recorded the information below as the other information is not relevant for Floridienne.
Pursuant to the act of 1 April 2007 on public takeover bids, shareholders are obliged to inform the FSMA and the company concerned annually of any changes in their majority holdings. In this context, they sent Floridienne an update of the controlling shareholding structure which is as follows:
| Beluflo S.A. | 391,996 | 39.32% |
|---|---|---|
| Philippe de Spoelberch | 216,428 | 21.71% |
| S.R.I.W. | 84,176 | 8.44% |
| Marnor S.A. | 75,800 | 7.60% |
| Private individuals | 61,821 | 6.20% |
| Gaëtan Waucquez | 21,000 | 2.11% |
| Finatco S.A. | 20,000 | 2.01% |
| Floridienne S.A. | 17,363 | 1.74% |
| Marinvest S.A. | 15,000 | 1.50% |
| Sigeco S.A. | 14,150 | 1.42% |
| Dematerialised/Free Float | 79,123, | 7.94% |
| Number of shares | 996,857 | 100% |
There are no longer any bearer shares in Floridienne S.A. On 30 November 2015, the auditor issued an independent report noting the abolition of bearer shares in Floridienne S.A. in line with the provisions referred to in Article 11 of the act of 14 December 2005.
A new shareholders' agreement was signed in 2013 by Beluflo (39.32%), Gaëtan Waucquez (2.11%) and Philippe de Spoelberch (21.71%). In this context, the various signatories exchanged pre-emptive and resale rights.
There are no legal or statutory restrictions on the transfer of Floridienne S.A. shares.
Each share entitles the holder to one vote. There are no legal or statutory restrictions on the exercising of the right to vote and no securities comprising special rights of control.
At the extraordinary General Meeting of 16 June 2015, the following powers were granted to the Board of Directors:
As these powers expire at the general meeting this year, a proposal will be put to the general meeting to renew them for a further period of five years.
On 23 September 2007, Floridienne was informed by Beluflo S.A. that the latter held 296,997 Floridienne shares, i.e. 34.37% of the company capital.
On 27 August 2018, Beluflo S.A. confirmed that it held 392,035 shares with voting rights issued by Floridienne S.A., i.e. 39.33% of the capital.
On 31 December 2019, the number of shares held by Beluflo stood at 391,996.
Part IV of the Corporate Governance Charter describes the policy on transactions or other contractual relations between the company, including affiliated companies, and the directors when these transactions or other contractual relations are not covered by the legal provisions on conflicts of interest. It also provides for the application of the special procedures laid down in Articles 523 and 524 of the Companies Code (Articles 7:96 and 7:97 of the Code of Companies and Associations as of 1 January 2020).
In the context of discussions on a possible sale of securities from our holding in SNAM held during the Floridienne Board of Directors' meeting on 19 June 2019, a conflict of interests procedure was initiated as a precaution, in application of Article 523 of the Companies Code, by two directors informing the Board that they have a material interest contrary to that of Floridienne in the context of the transactions and decisions under consideration.
As no transactions were effected in 2019 or have been to date, and therefore given the lack of any material consequences of such an operation for the Floridienne shareholders at this stage, the Board of
Directors considered that is it not appropriate to include the full minutes of the Board of Directors meeting of 19 June 2019 relating to Article 523 of the Companies Code in this management report.
However, the conflict of interests procedure (Article 7:96 and 7:97 of the Code of Companies and Associations) will be reapplied once the decision on the plan referred to above takes concrete form, if it involves directors or individuals linked to the Floridienne Group.
The activities of the Floridienne Group are described in more detail in the annual report.
Floridienne's main concern is to engage in activities that are profitable and sustainable, while playing a role in the society in which it operates. Bearing in mind the essential link between operating success and a strong civil society, Floridienne's responsible management approach must be beneficial for all concerned.
Floridienne upholds its corporate responsibility values which lie at the heart of its corporate vision. The environmental, social and governance aspects (ESG) are essential to the Floridienne operating method, not only in the context of its investment activities but also as a business and more particularly in its relations with its staff and with the civil society in which it is established.
The main risks facing our societies in terms of ESG are as follows:
The group considers that the identification of and communication about ESG risks can impact on its performance and safeguard the image and reputation of the group.
As a responsible business and investor, it reflects this vision in various ways:
Floridienne has gradually developed its business lines, which originally focused on traditional chemistry, towards business lines and solutions that are beneficial for the environment.
In its traditional PVC stabiliser business line, Floridienne has replaced lead-based stabilisers with new products made using calcium and zinc or organic bases that no longer include metal. It was a pioneer in the production and marketing of these clean solutions on its various markets (Europe and Turkey in particular).
From 1996, convinced that recycling used materials was a sustainable source of supply for its other production units, it invested in the company SNAM, which now recycles nine out of ten batteries from hybrid and electric vehicles which are on the road in Europe. SNAM recovers the metals (nickel, cadmium, cobalt, rare earth elements) contained in these batteries which would otherwise be dumped in landfills. This activity has required major investments on the part of Floridienne in this company, which made a loss for a long time, but the group remains convinced – and this was demonstrated again last year – that it is possible to create an economically profitable activity in this recycling business line.
SNAM has decided to go even further in the eco-responsibility chain by launching an ambitious 'second life' project for its used car batteries. The idea behind this project is to prolong the useful life of car batteries by testing their various components and reassembling them in battery packs intended for stationary applications, such as wind farms.
This project makes it possible to delay the ultimate recycling of the battery components.
In the group's Gourmet Food Division, several 'organic' and 'local' product ranges have been successfully launched. These follow very stringent specifications not only in terms of the quality of the ingredients used, but also as regards their carbon footprint, inviting the teams, as far as possible, to use local products.
Finally in the group's youngest division, which focuses on Life Sciences, the use of products that are good for the environment lies at the core of its DNA. This division markets natural solutions as alternatives to chemical or synthetic products.
BIOBEST, which ranks second in the world and is a pioneer in integrated pest management, offers a wide range of beneficial pollinating or predator insects for agriculture which help limit the use of synthetic or chemical products in certain crops.
Our natural enzymes, essential plant oils and snail extracts can be used to advantageously replace the use of synthetic products in many pharmaceutical, cosmetic or food applications.
Finally, our products from Madagascar (fair trade vanilla, green pepper, litchis and pineapples) are among the best quality on the island and are produced with respect for local people.
We constantly invest in our production tools in order to make them more efficient (automation of tiresome manual tasks), more ergonomic (equipment designed to avoid the risks of accidents and overly heavy loads), less polluting (fume processing, excipient recovery) and more energy efficient.
Our packagings are regularly adapted to include as much recyclable material as possible.
Finally, our various production sites use the strictest quality methods and systems on the market and are regularly audited by independent bodies. Our food product companies have IFS and/or BRC and ISO certification while our companies that are closer to pharmaceutical applications are GMP and/ or FSCC certified. Finally, our battery recycling sites are regularly audited by automobile manufacturers and environment authorities and ensure that they are always well within the authorised emission limits.
Customer satisfaction, ethics in business and respect for our employees lie at the centre of our values, considered by the group to be the best vectors of success in the long term. Floridienne is a business with family ties and is not obsessed by short-term profit. It promotes the well-being of its staff, at the service of its customers, to establish a sound basis for its success.
Moreover, its decentralised model is based on a great degree of autonomy and trust placed in local managers and on multidirectional transparency in communication. As the trust granted is based on honesty, behaviour that violates this principle will be instantly penalised.
Floridienne wants to have balanced relations with its customers and its suppliers. It will favour the building of long-term partnerships, regulated by open, respectful dialogue. This implies the provision of quality service and respect for the commitments entered into.
Respect for human rights has always been part of the Floridienne philosophy in terms of responsible management, as a matter of principle.
The entire company has a duty to uphold this commitment. The direct and indirect impacts as regards human rights are taken into account during exchanges with commercial partners and when analysing investments, if they are deemed to be significant and relevant.
As a company with a diversified portfolio, Floridienne acknowledges the role it can play in supporting and respecting the universal protection of human rights. It considers that respecting and protecting these rights are essential to create lasting value in the long term. When fulfilling its commitments, the group strives to increase the awareness of all its staff of the values of the company and their link with respect for human rights. Even though Floridienne has not – so far – formalised performance indicators and does not yet have an official ESG Statement and Code of Ethics, it pays great attention to ethical standards and the risk linked to human resources.
Being in contact with local people in several countries with which we work (Congo, Madagascar, Indonesia, etc.), we are keen to make a positive contribution to their well-being and development, always from the point of view of mutual respect.
In Congo, we are associated with the Virunga Park, Africa's oldest National Park, where the wish to fight poaching and other forms of trafficking takes the form of offering local people living around the park stable sources of income enabling them to meet their needs. We support this approach, teaching the villagers to cultivate papaya and extract the latex from it and we commit ourselves to buy their production at set prices.
In Madagascar, our subsidiary SOPRAL employs many men and women in the Tamatave region on a permanent or seasonal basis, thereby offering them stable employment, all too rarely accessible in this country, under fair working conditions.
Other similar examples can be given in other countries where we work.
At this stage, the group does not yet have non-financial centralised key performance indicators concerning the activities described above, given that these indicators are analysed, assessed and monitored locally by the subsidiaries in question.
Floridienne undertakes to carry out its activities with respect for the rules of ethics and in accordance with the applicable laws and forbids corruption and other illegal practices in order to obtain or maintain a commercial advantage. So Floridienne does not tolerate any acts of corruption in the context of its activities. Floridienne expects total compliance by its group or local managers with the rules on ethics that it has laid down.
.
Floridienne believes that good corporate governance is essential to be able to generate lasting profits in the long term and undertakes to abide by the most stringent governance standards. ESG responsibility is taken by the Board of Directors, which supervises the implementation of best practices. The rules of conduct applied to members of the Floridienne Board of Directors and its specialised committees as well as the rules that govern the working of these bodies are laid down in the Governance Charter which is published on the Floridienne website (http://www.floridienne. be/wp-content/uploads/2014/04/201509-CHARTE-GOUVERNANCE-ENTREPRISE.pdf).
As regards the main risks facing the various activities, we refer to the section 'Other risks and uncertainties' in the management report.
As a Belgian company listed on Euronext Brussels, Floridienne is obliged to meet the most stringent corporate governance criteria and is required by Belgian law to comply with the Belgian Code of Corporate Governance.
In 2019, Belgium adopted a new Code of Companies and Associations and the new Belgian Code of Corporate Governance (Code 2020), both of which came into force on 1 January 2020. Code 2020 replaces the previous editions of 2004 and 2009 (Code 2009). Like the 2009 edition, Code 2020 is based on the 'comply or explain' principle. The old and new editions of Belgian company law and the Belgian Code of Corporate Governance both require Floridienne to adopt and publish a Corporate Governance Charter and prepare an annual statement of corporate governance to be included in the annual report. This is available on the website of the Corporate Governance Commission. Code 2020 applies as of 1 January 2020 and Floridienne will adapt its Corporate Governance Charter during the course of 2020.
Floridienne's Corporate Governance Charter is available on our website: www.floridienne.be.
As this section concerns the financial year ending 31 January 2019, it complies with the Code in force at that time (the references to the Code should therefore be understood as references to Code 2009 and not Code 2020). In the annual report on the year to end on 31 December 2020, Floridienne will explain its compliance with Code 2020 and the main changes made to its charter in the context of this compliance.
In accordance with the 'comply or explain' principle, the Board of Directors would, however, like to draw attention to the following exceptions to code 2009.
During the 2019 financial year and until his untimely death on 4 April 2020, Philippe Bodson held the roles of Chairman of the Board of Directors and member of the Management Committee.
In the course of 2019, the non-executive board members did not meet formally without the presence of the Management Committee.
Contrary to that which is stipulated in the Code, the individual contribution of directors is not subject to formal periodic assessment. The Board of Directors believes that such individual assessment is not currently required to ensure that the Board of Directors functions properly. The Chairman of the Board of Directors makes regularly bilateral contact with each of the directors outside the Board of Directors' meetings. However, he will conduct such formal assessments if, given particular circumstances, this proves necessary or is required.
The majority of the members of the Audit Committee must meet the independence criteria. The Audit Committee comprises two non-executive directors, including one director who meets the independence criteria within the meaning of Article 526ter of the Companies Code. This is therefore in line with the Companies Code.
Given the fact that with its current composition, the Audit Committee functions properly, the Board of Directors (including the members of the Audit Committee) believes that a majority of independent directors is not required to ensure the proper
functioning of the Audit Committee. The members of the Audit Committee, as well as the directors in general, act independently and none of them is in a position to dominate the decisions taken by the Audit Committee.
Code 2009 stipulates that an independent audit function must be put in place and that its resources and its areas of competence must be adapted to the nature, size and complexity of the company. If the company does not have an internal audit function, the need to create one is assessed at least annually.
Floridienne does not have a separate internal audit function, contrary to that which is stipulated in the Code. However, the (operating) risk management process is very closely monitored by the Audit Committee (in this context, we also refer to the section 'Internal auditing and risk management in the context of the process of compiling the financial information' below.
Given our small size, the Board of Directors has not set up an Appointment Committee because it considers itself to be able to fulfil this role. However, there is a formal Remuneration Committee.
We do not publish rules of procedure for the executive management. Up until now, the Management Committee has set and monitored the guidelines for those in charge of the various divisions.
Sparaxis S.A. (represented by Yves Meurice) left the Floridienne Board of Directors and Audit Committee on 27 March 2019 and was not replaced. Since this date, the Audit Committee has had two members. The Floridienne Audit Committee reports to the Board of Directors on its work and its conclusions (including when opinions diverge) and is not expected to take majority decisions. An Audit Committee comprising two members therefore seems appropriate to us.
The company has set up an internal auditing and risk management structure for the process of compiling financial information tailored to its size.
The Board of Directors represents the company's management body and provides entrepreneurial leadership in a context of prudent monitoring and the identification, assessment and management of risks. Within the Board of Directors, the company has a Management Committee made up of the Executive Chairman and the CEO. This committee is backed by the Financial Management of the group and, within each division, by a Division Committee. The Management Committee is responsible for putting in place and maintaining the appropriate internal checks tailored to the size of the group to ensure that the objectives are reached in an efficient manner in terms of the reliability of financial information and compliance with the laws and regulations.
The Audit Committee, set up in application of Article 526ter of the Companies Code, is made up of non-executive directors and assists the Board of Directors with the supervision of the management of the company and the group as a whole, with the monitoring of the effectiveness of all the company's internal and external auditing processes and with the supervision of the global follow-up process. This committee has its own operating charter.
The company traditionally publishes its financial information in annual and half-yearly financial reports.
In addition, for each financial year it prepares an annual budget that is discussed and approved by the Board of Directors. The differences compared with the plan and compared with previous forecasts are regularly updated and analysed by the Management Committee before being presented, explained and approved by the Board of Directors.
| BOARD OF DIRECTORS | AUDIT COMMITTEE | MANAGEMENT COMMITTEE | DIVISION COMMITTEES | |
|---|---|---|---|---|
| Financial information and budget |
Validation of accounts twice per year and approval of the budget. Definition of the group's assessment rules |
Discussion of assessment issues |
Centralisation of financial information at group level and budget follow-up |
Collection of financial information and drafting of budgets |
| Strategy | Definition of the group's strategic axes |
Determination of policies and follow-up |
Implementation of defined policies and reporting |
|
| Investments | Validation of major developments, whether organic or through external growth |
Identification of opportunities |
Identification of opportunities |
|
| Divestment | Decisions to dispose of activities |
Identification of opportunities |
Identification of opportunities |
|
| Financing | Consolidated financial structure and objectives |
Structuring of the group's financing |
Structuring of the working capital requirements |
|
| Risk management, internal monitoring, internal audit |
Validation of proposed action plans |
Proposals to the Board of Directors in the event of failures observed |
||
| Human resources | The Remuneration Committee is responsible for the remuneration of members of the Management Committee |
Responsible for the remuneration and assessment of Division Committees |
Responsible for assessment and remuneration within their respective divisions |
The overall risk management policy of Floridienne and its subsidiaries in the world sets out its commitment to ensure an effective risk management system throughout the group in order to minimise its exposure to risks that may compromise the achievement of its objectives. Among others, the Audit Committee assists the Board of Directors in its role of assessing and managing financial risks. It regularly examines the areas in which the risks are likely to have a considerable impact on the reputation and financial situation of the group and monitors the company's entire risk management process.
The Floridienne risk management process adopts two main approaches: the management of risks linked to financial reporting and the management of the operating risks to which the group's subsidiaries are exposed.
In terms of the management of risks related to financial reporting, an inventory of the main risks is kept in terms of legal time limits, the reliability of the financial information and the independence of the various parties involved in this process. This statement therefore serves as a guide for relaying information following a strict procedure. The financial reports are compiled by the accounts department, reviewed by the financial management and presented to the Board of Directors by the Management Committee after analysis and on the recommendation of the Audit Committee. The accounts department is supported by an external consultant who has sufficient knowledge of the IFRS standards and by a consultant who specialises in consolidation techniques. The different checks carried out at various stages in the process of producing the financial information cover issues as varied as the application of IFRS, significant transactions during the period, consolidation procedures, etc. Closure instructions are given to the financial managers of the various subsidiaries and periodic meetings are held. All the transactions and verification processes are the subject of a closing checklist and ad hoc documentation.
The group also adopts a cautious approach to its financial commitments. It only uses hedging transactions (currencies, interest or raw materials) to a limited extent and never for the purpose of
speculation. The main risks and uncertainties facing the company relate to exchange rate movements, (variable) interest rates on its short-term credit facilities and the trend in raw materials prices in the Gourmet Food and Chemicals Divisions.
In addition, and as part of the operational risk management process, the Floridienne Audit Committee has put in place and follows up a process to identify and manage risks at all levels of the group, from the operating subsidiaries to the consolidated group and including the holding companies. This process was carried out in several stages: one stage to identify risks for each subsidiary (risk matrix), whether they are strategic, financial or operational, one stage to classify them in order of importance; consolidation of these risks by division as well as at the level of the consolidated group; an assessment of the risks identified from a risk-return perspective; and proposals for a plan of action at each level for risks assessed as being in need of reduction or elimination. This risk analysis approach was carried out in full collaboration with local teams, with a view to ensuring awareness of risk management in their respective entities, demonstrating the philosophy that exists within the group in this respect.
Each stage of this risk management process has been validated by the Audit Committee to ensure compliance with the rules of good governance linked to this study. The various observations and conclusions have been analysed to take the necessary (financial/ operational) measures. The measures and systems to be taken or put in place differ from one division to another and from one company to another depending on their specificities and require action plans at different levels: overall actions, actions at the division level and individual actions. While the formalisation is virtually complete in terms of the relaying of financial information, further development is underway in other risk areas. The division managers updated the operating risks in 2014 (risk evaluation) and the results were presented to the Audit Committee at the end of the year. During this review, the Audit Committee did not observe any significant new risks for the group and was able to note that the main risks identified were being followed up dynamically by the division managers.
A formal update of the (internal) monitoring measures to mitigate the risks identified (risk mapping) is planned in 2020 and the formal validation of the actual functioning of the internal monitoring mechanisms ('use tests' and 'test of operational effectiveness') is planned for 2021.
The monitoring activities implemented are based on two aspects: closer supervision of financial transactions by the management and a group culture based on strong ethical values adopted by all members of staff and in particular by those in positions of responsibility within the group.
As described above, the half-yearly and annual financial reports are drafted according to a precise schedule and using a clearly defined format, going through various phases of verification by specialised internal and external bodies. For instance, accounting problems are identified by the central accounts department in charge of consolidation, assisted by an external consultant specialised in IFRS for the technical aspects and by the Management Committee for issues relating to overall assessment.
In terms of the general risks related to the business of each company, in addition to raising awareness of risk management among local teams, the group applies an internal monitoring process. However, given the group's limited size and its human resources, this process is put in place in order to gradually cover all the operational aspects.
The group is mindful of the financial information and communications sent to the markets. Special attention is paid to ensure that this information is complete so that market players are fully informed of all the developments that take place within the group. The time taken to communicate with the markets is also closely monitored. The group considers that financial information is an essential communication instrument and has drawn up rules and checks for this purpose to ensure that the key financial information is in line with the law and available.
These procedures are coordinated by the group's financial management ahead of the publication of half-yearly and annual accounts. The results of these procedures are closely examined by the Management Committee and then with the Audit Committee. Appropriate follow-up is given to each potential problem identified and possible adjustments to the financial information sent out are assessed.
As regards communication within the group, this largely uses direct channels, although it is less formal given the limited size of the Floridienne Group. This more informal communication is regarded as positive by Floridienne to the extent that, by creating contact between people, it promotes exchange and a strong corporate culture. Informal communication also markedly speeds up decision-making processes, which is one of Floridienne's strengths today.
The Audit Committee is tasked with following up the effectiveness of internal monitoring and risk management systems.
The Management Committee and the Division Committees are responsible for surveillance and the implementation of internal control and risk management.
Following the risk analysis carried out by the Audit Committee, these bodies have been able to assess the internal control structures set up within the group, at different levels and in various forms. Along the same lines, potential improvements in terms of efficiency have been identified and improvement measures are being examined.
A best practices analysis and training for the group's entities are points that still have to be standardised within the group to facilitate monitoring of the application of the procedures introduced.
As at 1 January 2020, the Board of Directors comprised the following members:
Baron Philippe Bodson († 4 April 2020) Chairman
W. Invest S.A. (Mr Gaëtan Waucquez) Appointed until 2021 CEO
Beluflo S.A. (Mr Loïc Waucquez) Appointed until 2021 Non-executive and shareholder representative Member of the Audit Committee
Viscount Philippe de Spoelberch Appointed until 2021 Non-executive and shareholder representative
Viscountess Caroline de Spoelberch Appointed until 2021 Non-executive and shareholder representative
Ms Caroline de Laet Derache Appointed until 2021 Non-executive and shareholder representative
Count Paul Cornet de Ways Ruart Appointed until 2024 Non-executive and independent Member of the Audit Committee
Freshwater Bay Management S.P.R.L. (Mr Herman Wielfaert) Appointed until 2021 Non-executive and independent
Chevalier Marc-Yves Blanpain Appointed until 2021 Non-executive
Samanda S.A. (Ms Joanne Fuger) Appointed until 2021 Non-executive and independent
Mazars Réviseurs d'entreprises S.C. Represented by Peter Lenoir Appointed until 2021 Auditor
As Philippe Bodson († 4 April 2020) and W. Invest S.A. (represented by Gaëtan Waucquez) have an executive role through their participation in the Management Committee, they are not considered independent in accordance with the provisions laid down in Article 526ter of the Companies Code (Article 7:87 of the Code of Companies and Associations and provision 3:5 of Code 2020).
Beluflo S.A. (represented by Loïc Waucquez), Philippe de Spoelberch, Caroline de Spoelberch and Caroline de Laet Derache represent the shareholders > 10% and are therefore not considered independent in accordance with the provisions laid down in Article 526ter of the Companies Code (Article 7:87 of the Code of Companies and Associations and provision 3:5 of Code 2020).
Paul Cornet de Ways Ruart, Freshwater Bay Management S.P.R.L. (represented by Herman Wielfaert) and Samanda S.A. (represented by Joanne Fuger) meet all the independence criteria defined by Article 526ter of the Companies Code. They are therefore considered independent within the Board of Directors.
Marc-Yves Blanpain sits as a non-executive director.
Diversity of the Board of Directors and the Executive Management
Floridienne implements the corporate governance provisions. This involves management bodies (Board of Directors and Management Committee) made up of members experienced in governance with varied profiles, making a real contribution to the management of the Floridienne Group, notwithstanding the presence of a controlling shareholder.
Diversity is therefore a criterion in the selection of new directors and executive management members. Floridienne does not tolerate any discrimination of any sort whatsoever.
For the past few years, Floridienne has undertaken to gradually increase the presence of women on its Board of Directors, which now has three women out of a total of ten members. This composition complies with the quotas of one-third (rounded off to the nearest full number) of female members required by the law of 28 July 2011.
The Board of Directors met four times in 2019, as can be seen from the attendance table below:
| 27 MARCH |
19 JUNE |
25 SEPT. |
16 DEC. |
|
|---|---|---|---|---|
| Philippe Bodson († 4 April 2020) | P | P | P | P |
| W Invest (Gaëtan Waucquez) | P | P | P | P |
| Beluflo (Loïc Waucquez) | P | P | P | P |
| Marc-Yves Blanpain | P | P | P | P |
| Paul Cornet de Ways Ruart | P | P | P | P |
| Caroline de Laet Derache | A | P | P | P |
| Caroline de Spoelberch | P | P | P | P |
| Philippe de Spoelberch | P | P | P | P |
| Freshwater Bay Management S.P.R.L. |
P | P | A | P |
| Sparaxis (Yves Meurice) | A | NA | NA | NA |
| Samanda S.A. (Joanne Fuger) |
NA | P | P | P |
P=Present R=Represented A=Absent
NA = non-member of the Board of Directors
Discussions concerned:
In accordance with the act of 17 December 2008, which came into force on 9 January 2009, the Board of Directors set up an Audit Committee at its meeting on 27 March 2009. This Committee comprises the following members:
Beluflo S.A., Chairman of the Audit Committee, sits in a non-executive capacity and as shareholder representative. Its permanent representative, Loïc Waucquez, has a degree in Business Engineering from the Université Libre de Bruxelles (Solvay) and a Certified European Financial Analyst diploma. Loïc Waucquez has worked in the consultancy firm PriceWaterhouseCoopers (Corporate Finance Executive) and has held financial responsibilities in a telecommunications company. As such, he has the skills required (accounting and auditing) by the Companies Code for the composition of the Audit Committee.
Paul Cornet de Ways Ruart sits in a non-executive capacity and fulfils the independence criteria as laid down by Article 526ter of the Companies Code. He has the required accounting and auditing skills thanks to his academic career (Master in Business Engineering from the Université Catholique de Louvain and MBA from the University of Chicago) and his profession experience (including at Yahoo! from 2006 to 2011, where he was in charge of Corporate Development for European before accepting other responsibilities as Senior Financial Director for Audience and Chief of Staff).
Further to the cooptation of the company Samanda S.A. to complete the director's mandate of Sparaxis S.A. on the Floridienne Board of Directors, Sparaxis left the Floridienne Audit Committee on 27 March 2019 and has not been replaced.
All these directors were selected within the Audit Committee owing to their significant accounting and corporate governance skills.
The Audit Committee fulfils the following duties:
In the course of 2019, the Audit Committee met twice. One member of the Management Committee, the Financial Director and the company auditor attended both these meetings. During these meetings, the Audit Committee examines the accuracy and sincerity of the Floridienne social accounts and consolidated financial statements and exercises its auditing followup responsibilities in the broadest sense of the term, in particular the quality of the internal auditing and the information provided for shareholders and the markets.
In 2019, the Audit Committee discussed the following issues:
• examination and follow-up of the independence of the auditor, analysis of regulatory changes regarding the legal audit.
Pursuant to the law of 6 April 2010, which came into force on 23 April 2010, the Board of Directors set up a Remuneration Committee at its meeting on 10 December 2010. This Committee comprises the following members:
Freshwater Bay Management S.P.R.L. (represented by Herman Wielfaert), Chairman;
Paul Cornet de Ways Ruart.
Freshwater Bay Management S.P.R.L., Chairman of the Remuneration Committee, is a member in a nonexecutive capacity and fulfils the independence criteria as laid down in Article 526bis of the Companies Code.
Paul Cornet de Ways Ruart sits in a non-executive capacity and fulfils the independence criteria as laid down by the Article 526bis of the Companies Code.
All these directors were selected within the Remuneration Committee for their abilities in the field of human resources and remuneration policy.
The Remuneration Committee met twice during the course of 2019.
The Management Committee is made up of Philippe Bodson († 4 April) and Gaëtan Waucquez.
This committee met 18 times during 2019. It is responsible for the day-to-day management of the company, possibly assisted by the various members of the committee of each individual division when a decision requires information specific to that division.
The Management Committee bears sole responsibility for deciding on the composition of the committees of each division and for the implementation of decisions taken by the Board of Directors at group level and in each division. The committees of each division are responsible for the implementation of decisions taken by the Management Committee in their respective division alone.
The Management Committee implements the group's strategy as defined by the Board of Directors. Within this framework, it manages the group's financial resources, allocating them to investments and developments of the divisions or the group.
The Management Committee ensures that the Board of Directors is able to fulfil its responsibilities by maintaining permanent interaction and dialogue in a climate of respect, trust and openness. It submits proposals to the Board of Directors on subjects which can only be decided upon by the Board of Directors.
The Management Committee is also the main communication channel between Floridienne and the outside world.
The Remuneration Committee has compiled this remuneration report. It contains detailed information on Floridienne's remuneration policy and the remuneration of directors and senior management. The latter are represented by the Management Committee (consisting of Philippe Bodson († 4 April 2020) and Gaëtan Waucquez), given that it alone is concerned by the regulation of 6 April 2010.
To achieve our company's goals in a highly competitive business environment, we need to be able to rely on highly qualified and talented leaders with a strong performance culture. To fully maintain their commitment, it is of vital importance to have an overall policy of competitive remuneration. The objectives of Floridienne's overall remuneration policy are as follows:
• to enable us to attract and retain the best talents worldwide.
Our overall remuneration policy reflects this commitment and this vision.
The non-executive directors of Floridienne receive a fixed annual remuneration depending on the tasks they undertake within the decision-making bodies of the group. They do not receive fees or variable remuneration linked to the results of the group.
The Remuneration Committee takes care to maintain a level of remuneration for non-executive directors that is both motivating and sufficiently attractive to be of interest to worthwhile candidates. The remuneration policy is not expected to alter radically in the next few years.
The remuneration of members of the Management Committee is set by the Board of Directors following a proposal from the Remuneration Committee, which may in turn, if so requested, rely on the recommendations of a specialist consultant.
The remuneration of the members of the Management Committee comprises two parts: a fixed sum and a variable sum.
The fixed sum is determined by the number of days worked, given that Philippe Bodson only worked for the Floridienne Group for a set number of days in 2019.
The variable sum depends on performance, based on the development of the group's share in the consolidated net profit in relation to equity. Only Gaëtan Waucquez currently benefits from variable remuneration, which has a ceiling of one year's fixed remuneration.
Article 15 of the Floridienne articles of association states that the variable remuneration may be based entirely on performance criteria covering a period of one year. No right to recover variable remuneration awarded on the basis of erroneous financial information is provided for as this remuneration is paid after approval of the accounts by the General Meeting.
There is no policy for the allocation of shares, options or any other rights to acquire shares available to the members of the Management Committee.
Moreover, no pension plans exist for the members of the Management Committee.
Both members of Floridienne's Management Committee carry out their functions through management companies.
The remuneration policy is not expected to alter radically over the next two years.
The amounts indicated in the table below represent gross remuneration before deduction of taxes or fees invoiced when the mandate is exercised by a legal entity.
They are allocated for the calendar year prior to the general meeting and payable after the meeting has approved the accounts. The remuneration of the Board of Directors is in proportion to the duration of the mandate exercised.
No expenses or any other benefits are added, in particular in the event of the withdrawal of a mandate or function.
| IN EUROS | BOARD OF DIRECTORS |
AUDIT COMMITTEE AND REMUNERATION COMMITTEE |
|---|---|---|
| Philippe Bodson († 4 April 2020) | 15,000 | |
| W Invest S.A. | 15,000 | |
| Beluflo S.A. | 15,000 | 3,500 |
| Marc-Yves Blanpain | 15,000 | |
| Paul Cornet de Ways Ruart | 15,000 | 3,000 |
| Caroline de Laet Derache | 15,000 | |
| Caroline de Spoelberch | 15,000 | |
| Philippe de Spoelberch | 15,000 | |
| Freshwater Bay Management S.P.R.L. |
15,000 | 3,500 |
| Samanda S.A. | 11,250 |
The remuneration of the members of the Management Committee for services rendered in the 2019 financial year consists of the amounts invoiced given that they exercise their functions through management companies:
| IN EUROS | FIXED REMUNERATION |
VARIABLE REMUNERATION |
|---|---|---|
| Philippe Bodson († 4 April 2020) |
65,450 | - |
| Gaëtan Waucquez | 343,823 | 100,000 |
The amounts indicated above do not include remuneration received in their capacity as company directors. No other remuneration or fringe benefits are provided.
No severance pay, whether based on conventional, statutory, regulatory, legal or other provisions, is provided for on the expiry of the mandates of the non-executive directors, whether their departure is voluntary, forced, anticipated or at the normal end of their mandate. As regards severance pay for Gaëtan Waucquez, an amount corresponding to one year's fixed remuneration is provided for, should his contract be terminated by Floridienne.
No significant modification in the Floridienne remuneration policy is planned in the coming years.
During the 2019 financial year, in accordance with Article 134 of the Companies Code, the auditor (Mazars S.C.) received auditing fees amounting to € 185,717 for the group as a whole (of which € 43,614 was attributable to Floridienne S.A.). The fees paid for other audit missions amounted to € 7,500. The fees invoiced by the related network of Mazars Réviseurs d'Entreprises for other external audit missions* within the group amounted to € 78,457.
Several individuals linked to Floridienne purchased or sold securities in the company during the course of 2019. A total of 893 Floridienne shares were purchased by individuals linked to the group and 893 Floridienne shares were sold by individuals linked to the group during the course of 2019. The FSMA has been informed of these transactions in accordance with the current legislation.
In December 2019, an epidemic of COVID-19 coronavirus erupted in certain parts of China (Wuhan) and this has now spread throughout the world. This pandemic is affecting Europe in particular. Every country is concerned and they are all taking measures to limit the spread of the virus.
The lockdowns ordered in certain countries and the restrictions on the movement of goods and people are impacting negatively our operations. However, the diversification of our group and the nature of our activities should enable us to better withstand the negative consequences of this pandemic for the economy.
* In accordance with Article 133/1 §5 and with Article 5, §4 of Regulation (EU) 537/2014, the Audit Committee gave its approval for these external auditing services. The amount of the fees does not exceed the limits set by Article 133/2 of the Companies Code.
Chemiepark Bitterfeld Wolfen, Filmstraße 4 - D-06766 Wolfen Germany Tel. : +49.34.94.69.61.0 Fax : +49.34.94.69.61.10 www.ika-wolfen.de
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Drève Richelle 161 bte 4, bât P, B-1410 Waterloo - België Tel. : +32.2.353.00.28 Fax : +32.2.353.05.81 www.biofirst.be
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116 rue de Waremme B-4530 Villers-Le-Bouillet België Tel. : +32.4.259.93.30 Fax : +32.4.259.93.39 www.enzybel.com
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Zwaarveld 41 B-9220 Hamme België Tel. : +32.52.47.05.36 www.enzybel.com
4/F Oxford House, Taikoo Place 979 King's Road, Island East, H.K. Tel. : +852.37.57.75.28 Fax : +852.37.57.75.27 www.enzymos.com
Jl. Raya Lintas Timur KM. 77, Terbanggi Besar Lampung Tengah 34165 - Indonesia
Drève Richellle 161 P, bte 4 B-1410 Waterloo RPM Nivelles - TVA BE-0403 064 593 Tel. : +32 2 353 00 28 Fax : +32 2 353 05 81 www.floridienne.be
ANNUAL REPORT 2019
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