2014 ANNUAL REPORT We make it possible for people to achieve better CONTENTS SNELLMAN GROUP CEO review........................................ 4 Snellman in brief................................ 6 Group organisation Snellman management group Events during 2014............................ 8 MEAT PROCESSING READY MEALS Managing director review................ 11 Managing director review................ 17 Key figures....................................... 12 Key figures....................................... 18 Case................................................ 13 Case................................................ 19 Primary Production......................... 14 Cooperation partners: Viestintäsalot Oy Solid Media Forsberg Oy Photos: Studio Petteri Kitti Oy Cover photo: Jaakko Vähämäki Vastavalo.fi FINANCIAL STATEMENTS Group key figures............................ 50 Consolidated financial statements, IFRS.............................. 51 Notes to consolidated financial statements....................................... 54 Parent company’s balance sheet and income statement (FAS)........... 70 Auditor’s report............................... 72 Corporate Governance of the Snellman Group.................... 74 Contact information....................... 82 FOOD SERVICE PET FOOD Managing director review................ 20 Managing director review................ 29 Key figures....................................... 22 Key figures....................................... 30 Case................................................ 23 Case................................................ 31 ADMINISTRATION Personnel........................................ 33 Personnel case................................. 35 Responsibility.................................. 37 Responsibility case........................... 39 Key figures....................................... 40 Board of directors’ report................ 44 PANINI Managing director review................ 24 Key figures....................................... 27 Case................................................ 26 We make it possible for people to achieve better 4 CEO REVIEW CEO REVIEW GROWTH IN A CHALLENGING MARKET SITUATION In 2014, Snellman focused on developing its basic operations and seeking growth. We improved our cost efficiency and the systemisation of our operations, and we strengthened internal collaboration within the Group. We enhanced our competitiveness by increasing the utilisation of the competence reserve of the Group. The year 2014 started in a stiff market situation: the general LONG-TERM SYSTEMATIC WORK economic development was weak and consumers’ confidence Surveys show that Snellman is considered a responsible com- in the economy low. Despite the existing circumstances, we pany and that Snellman brands are highly valued. Our good sought growth. This was made possible by our increased pro- reputation is the result of long-term systematic work com- duction capacity, especially in Meat Processing. We also in- bined with the courage to be a forerunner in the industry. This vested in product development and closer collaboration with also bore fruit in the unpredictable circumstances in 2014, our customers in all the Group’s business areas. when the operating environment was extremely challenging for the producers, food industry and retailers. Investments remained at a clearly lower level than in the previous few years – we concentrated on utilising the factory and We cannot expect the market to provide boost for us in 2015. IT investments that we had already made. In addition, we im- However, we are better equipped to focus more accurately on proved the cost efficiency of the processes at Meat Processing factors that we can influence and respond to the challenges by developing the process management and lean-thinking that we will face in 2015. We have several projects in progress compliant operations. to improve our competitiveness. The most important of them are the procurement-enhancing project that continues in 2015 The last few months of 2013 and the first quarter of 2014 were and the project aiming at the full utilisation of our ERP sys- economically challenging. We were not able to react rapidly tem, including further development of Group accounting. We enough to the changed market situation (decline in exports, will also update our product strategy during the current year. oversupply in the domestic market and declining price level), which affected our main business area Meat Processing. The We will continue to improve our cost and operating efficiency, result of the Group was also weakened by the investments for example by adopting a new production planning system. that MUSH and Panini made in international operations. We will enhance collaboration in production and product development as well as sales and marketing. In this work, our We, however, managed to turn the course of the financial customers will play a key role. We will also continue the pro- result development from the second quarter onwards. We grammes that enhance the wellbeing and competencies of our took corrective measures to ensure profitability. We succeed- personnel. ed in several campaigns, reduced our inventories, developed Group-level procurement processes and improved our profit GENUINELY BETTER margin. Ready Meals and Food Service Finland succeeded par- We at Snellman are happy to see that our products are increas- ticularly well. ingly sought after and popular among consumers. We are grateful for being considered a reliable partner by our produc- At the end of the year, we could state that we had increased ers and customers. We want to be open and easily approach- our sales and strengthened our market position in all our able and thereby convey the culture that reflects our values. business areas. We fell behind our result target, but improved slightly from 2013. CEO REVIEW In about 60 years, Snellman has grown from a small sausage factory in Pietarsaari into a diversified international company. Relying on our value base and corporate culture, we strive to increase and foster collaboration between our business areas. The business areas make the Snellman Group, and their knowledge and competence resources are what we can harness for the common good. At the beginning of 2015, we started planning a new strategy period extending to 2018. At the same time, we will also consider our objectives beyond 2018. We will maintain a curious mind and we will continuously innovate and develop our operations. We will increase our flexibility and agility without compromising efficiency. We believe in the values that have guided us throughout our history. We strive to do things genuinely better, and we believe that this will show and taste in our products. I have been CEO of the Snellman Group for one year now. It has been a great year in a great company. I would like to take this opportunity to thank the Snellman personnel for the good work they have done in 2014, the producers for their commitment to collaboration with us, and our customers, owners and partners for the confidence they have shown in us. Leena Laitinen CEO, Oy Snellman Ab Our success is based on our ability to offer consumers better products. “Our strategic focuses are profitable growth and strong customer orientation in all our business areas”, Leena Laitinen, CEO of the Snellman Group, says. 5 6 SNELLMAN IN BRIEF SNELLMAN IN BRIEF SECTOR COMPANY BRANDS PERSONNEL 31.12.2014 TURNOVER milj. € Total Total 1275 301,3 milj. € 943 224,0 milj. € 191 47,0 milj. € 25 38,8 milj. € 41 6,5 milj. € 46 6,4 milj. € SNELLMAN GROUP Snellman Group comprises the parent company of Oy Snellman Ab, and five business areas: meat processing, ready meals, food service, panini, and pet food. MEAT PROCESSING Snellman Meat Processing produces high-quality meat and cold cut products. The operations cover primary production, slaughtering and production of meat and processed meat products. READY MEALS Food factory with a mission to give people an opportunity to have better ready meals. Oy Snellman Ab Snellmanin Lihanjalostus Oy S-Frost Oy Figen Oy Snellmanin Kokkikartano Oy Carolines Kök AB FOOD SERVICE Food Service offers high-quality product and service solutions to professional kitchens. Icecool Oy Snellman Trading AB PANINI Conceptualised fast food product made of fresh local bread. Mr. Panini Oy Mr. Panini NUF PET FOOD One hundred percent natural, highquality raw food for dogs and cats. Oy MUSH Ltd MUSH GmbH GROUP ORGANISATION SNELLMAN MEAT PROCESSING READY MEALS FOOD SERVICE PANINI PET FOOD SNELLMAN MANAGEMENT GROUP Back row from the left John Aspnäs, Tommy Snellman, Henrik Snellman, Magnus Pettersson, Stefan Snellman. In front from the left secretary Johanna Skytte, CEO Leena Laitinen, Timo Ylilauri, Kati Rajala, Jussi Salmi. OUR MISSION We make it possible for people to achieve better OUR BUSINESS MODEL Success is earned by doing good OUR VALUES Treat others as you would like to be treated yourself Treat your subordinate as you would like to be treated as a subordinate yourself. Treat your colleague as you would like to be treated as a colleague yourself. Manufacture as good products for other people as you would for yourself and the people close to you. Treat your supervisor as you would like to be treated as a supervisor yourself. Do your job as if you were doing it for yourself. Treat yourself well and demand that you are treated well. 8 EVENTS EVENTS DURING 2014 ICECOOL SWITCHES TO THE “KUNNON LENKKI” QUALITY RESPONSIBILITY SUSTAINABLE FISH STOCKS SAUSAGE GOES FROM LABEL FOR FRESH MEAT STRENGTH TO STRENGTH PRODUCTS The “Kunnon lenkki” sausage receives two significant recognitions for its launches. It is awarded a prize in the “AdProfit 2013” competition, which measures the profitability of advertising. The “Kunnon lenkki” campaign also takes the first prize in the “Grand One” competition, which is the largest digital marketing media competition in Finland. The Finnish Food Safety Authority (Evira) grants the pig health classification register (Sikava) maintained by the Association for Animal Disease Prevention (ETT) the status of a national quality system. Some of Icecool’s fish products are granted the MSC Ecolabel. The label is granted to fish products that originate from a healthy fish stock and are caught in a sustainable manner that ensures the continuity of the fish stock and guarantees its traceability. WINTER AND EARLY SPRING 2014 The quality system will be communicated to the public through package labelling. SPRING NEW FREEZING SPACE IN MUSH ENTERS THE NORWE- CATS GO KUUSISAARI GIAN PET FOOD MARKET "BARFING” The Kuusisaari's freezing space is extended by 600 square metres. The new spiral freezer with a freezing capacity of 3 500 kg per hour allows a fast freezing process. The freezing plant starts operations in July. MUSH starts sales in Norway. Interest in BARF (bones and raw food) feeding is growing in the whole of Europe. MUSH launches BARF food for cats in Finland and Sweden. So far, the offering of BARF food for cats has been scarce. COMMUNICATION ON GMO-FREE PRODUCTS STARTS In February 2014, the unseasoned fresh meat products of Snellman Meat Processing are labelled as “GMO-free”. The launching is made possible by Snellman’s GMO-free primary production, which means that the animals are not fed with genetically modified fodder. PANINI IS NOW DOMESTIC Panini replaces the frozen bread imported from Belgium with fresh bread. Panini’s local partner Porin Leipä makes the loaves now. EVENTS OIL IS REPLACED BY BIOGAS In August 2014, the Kuusisaari meat processing plant switches to completely oil-free heating and steam production. The energy required by the plant is produced by the Jepua biogas plant from the sludge supplied by Meat Processing. Snellman Meat Processing is the only food factory in Finland that uses biogas. FIRST SUPPLIER SEMINAR IN PANINI PILOTS IN THE SNELLMAN’S HISTORY RETAIL MARKET In October 2014, Snellman organises a seminar that is attended by more than 90 of Snellman’s largest suppliers of goods and services in Finland. The event is part of a development project to combine the procurement volumes of the business areas and to optimise purchases. Panini introduces the first ready-foroven paninis to consumers in the retail market. SNACKS FOR DOGS MUSH introduces a new “Snacks” product range to the retail market. The range contains nine different products for dogs. WINTER 2014 SUMMER AUTUMN ACCURACY IN PRODUCTION KOKKIKARTANO LAUNCHES FINNISH PORK RAISES PLANNING A NEW PRODUCT FAMILY INTEREST The new production-planning programme is ready for testing in Meat Processing. Apart from Meat Processing, also Kokkikartano adopts the new programme, followed by MUSH and Panini. The new sauce range launched in September 2014 includes sausage sauce, minced meat sauce and meat balls in cream sauce. The sauces and mashed potatoes that go with them are received extremely well. Snellman’s Christmas ham campaign exceeds all expectations: the sales triple from the previous year. The core of the campaign is Snellman’s “Kunnon maatiaispossu” ham from a native pig breed with more than a hundred years of Finnish breeding tradition. 9 10 MEAT PROCESSING The Kuusisaari test kitchen that started operations in March 2014 is like a miniature model of our production. The new test kitchen brings efficiency and flexibility to product development. Roger, Ove and Tore Snellman are making barbecue sausages. MEAT PROCESSING SNELLMANIN LIHANJALOSTUS MEAT PROCESSING NATURALLY Meat processing has been the main business of the Snellman Group since the original company was established over 60 years ago. Snellman Meat Processing is the third largest operator in its sector in Finland and we also export our products. In 2014, we continued to strengthen our market position and reached a positive result. The factory extension completed in Pietarsaari in 2013 exceeded the set production targets in 2014. The Finnish meat-processing sector is undergoing exceptional times. The situation in Russia has affected the meat market in the whole of Europe. The sanctions have caused oversupply in both domestic and international markets. In 2014, stiff price competition in the retail sector, increase in the share of private label products and imported meat as well as intensified competition in the meat industry "We are grateful for the Despite the decrease in prices, the value confidence that consumers market remained at the 2013 level. For have shown in the “Herra Snellman” brand.” Henrik Snellman Managing Director of Snellmanin Lihanjalostus Oy brought further challenges. of our sales increased in 2014. The whole us it meant growth in the market share and a strengthened market position in certain product segments, such as sausages. Our strategy is based on choices derived from our values. We want to make improvements in the production of everyday products. In our products, this means better taste, high quality and nat- Retail operators reduced the number of branded product uralness. High meat content as well as GMO-free and addi- ranges to facilitate consumers’ decision-making. This means tive-free production are choices that we have made and to that our products have to gain the confidence of the con- which we abide. We will implement our strategy in close col- sumers every single day. We therefore continue to expand laboration with progressive and ethically operating Finnish our distribution channels and carry on daily dialogue with producers. These are matters that are valued by our custom- both retailers and consumers. ers and an increasing number of consumers whom we openly tell about our operations. “HERRA SNELLMAN” IS A WELL-ESTABLISHED BRAND SUCCESSES AT KUUSISAARI The “Herra Snellman” (Mr. Snellman) brand is the corner- The biggest investment in our history, the extension of the stone of Snellman Meat Processing. It has a proven good Kuusisaari meat processing plant, got into full swing in reputation and the highest consumer preference in the meat 2014. The plant is the only one of its kind in Finland: all the industry. Even if consumers’ purchasing power has weak- meat-processing phases from slaughtering to warehousing ened, demand for “Herra Snellman” products has increased. and logistics were brought under one roof. 11 12 MEAT PROCESSING In 2014, we made heavy investments in the development of products and processes, and the whole personnel participated in the effort. We introduced numerous new products into the market, for example, “Herra Snellman” cold cuts made of full fillets and joints. We also strive to continually improve the quality and taste of our existing products. We were successful in many of our campaigns, even if we slightly reduced our marketing owing to the challenging market situation. Last summer’s sales campaign of pork barbecue products was a great success, and so was our Christmas ham campaign, in which we tripled our sales The First of May and New Year are peak seasons for sausage sales in Finland. In 2014, Snellman’s “Kunnon nakki” had the most buyers in Finland. from the previous year. Apart from the domestic market, our products are exported to 16 countries, the most recent destination being Canada. MORE WITH LESS The year 2015 will continue to be challenging, but there are already positive signs in the market. We look into the future with confidence. We have several good projects going on in both sales and product development. Our organisational structure is light and we implement the principles of lean thinking by complying with uniform operating models and A record number of Christmas hams were produced in 2014, about 800 tonnes. The sales of “Herra Snellman” Christmas hams tripled from the previous year. helping each other. We believe that efficient processes are created through teamwork. We also believe in people’s desire to do good things. If we fail, we will take the opportunity to learn from the mistakes and continue our work. KEY FIGURES MEAT PROCESSING 224,0 M I L L I O N E U R O S T U R N O V E R C H A N G E 7,6% 943 PERSONNEL MEAT PROCESSING The package marking tells the consumer that Snellman has opted for natural production. CASE GMO-FREE FOOD INTERESTS CONSUMERS GMO-free production is seamlessly in itive feedback from consumers on – The animals are fed throughout line with our value basis. the labelling as it facilitates decision their life cycles with fodder that does – The goals of natural production making. Thanks to the good sales, the not contain genetically manipulated are based on the idea of operating as if retailers are increasingly interested in raw materials. The producers that are you were producing food for yourself these products, Tommi Fors contin- committed to GMO-free production or your own family. Natural products ues. play the key role. are in increasing demand, Tommi What, then, does genetic modifi- At the end of 2014, we had a total Fors, the Marketing Manager of Meat cation, which has occasionally caused of 2100 cattle farms and 265 pig farms Processing, says. heated discussion, actually mean? that had committed to GMO-free pro- We have also wanted to commu- – In genetic modification, a proper- nicate to consumers on GMO-free ty that a plant does not have naturally The mental commitment of the production. In February 2014, we is transferred into its genes. A typical producers is the most important as- launched a special campaign and in- aim of genetic modification is better pect, but monitoring is also needed to troduced our fresh meat products tolerance of pesticides and thereby a avoid mistakes. A farm-specific audit marked with a “GMO-free” label. The better yield. The underlying goal is in- of the fodder records is an important cold cut packages have been marked tensive production in a massive scale, part of the in-house control of the in the same way since early 2015. The which is against our values, Kirsi Par- farms. In the farms, the GMO-freeness fresh meat campaign raised a lot of tanen, Fodder Manager of Meat Pro- of the fodder is checked at the order interest and a lively discussion in the cessing, states. stage and again before it is fed to the social media. – We have received a lot of pos- What does GMO-free production mean in practice? duction. animals, Kirsi Partanen continues. 13 14 MEAT PROCESSING PRIMARY PRODUCTION GENUINELY FINNISH Snellman’s 100-percent domestic beef and pork products come from 2 365 Finnish family farms. In line with our values, we promote natural foods and care for the wellbeing of people, animals and the environment. Our strategy is to develop the meat production chain in close cooperation with family farms that are committed to the “Farmhouse Best” quality programme. The European and global trend in agriculture is towards mass production in large units in which the main value is efficiency. Cheap imports are on the increase in Finland, too, and imported raw materials are used widely in the Finnish food industry. ”We want to show that proach and continuous development commitment to responsi- in research and product development. In ble production and shared search and breeding. It is the only project development of the whole work. Therefore, we make investments primary production, we carry out pig reof its kind in Finland. GMO-free production requires long-term feeding-related meat production chain is research in both cattle and pig breeding. profitable.” The producers have been highly com- at competitive prices. Natural domestic Tomas Gäddnäs ation with us since the beginning of production is efficient and quality high Director of Primary Production the 2000s. We promise to listen to the when we carry on goal-oriented and long- Snellmanin Lihanjalostus Oy wishes and needs of our producers in We want to offer consumers a possibility to buy high-quality meat produced with natural production methods in Finland term cooperation with producers. mitted to and satisfied with cooper- the future as well. Cooperation means an integrated production chain from GOOD BREEDING RESULTS farms to meat processing and sales. We have worked with In Finland, pork production decreased by about 9 million ki- producers towards this goal for a long time – The “Farm- los in 2014. Beef production remained on the previous year’s house Best” programme was already launched in the 1990s. level. At the same time, our pig slaughter volumes increased We have also made clear choices for natural production. For by 11% amounting to 31.3 million kilos. Our cattle slaughter example, all the family farms that we cooperate with have volumes increased by 18% amounting to 13.2 million kilos. signed a written commitment to GMO-free production. Our production team has managed to double our pork proTogether with our family farm partners, we have set a goal duction in eight years and beef production in twelve years. of being the forerunners in natural production. We believe Thanks to our producers, we have established a strong mar- that our know-how and responsible working methods will ket position in a comparatively short time. help us succeed in the competition with European intensive production. Being a forerunner requires a goal-oriented ap- MEAT PROCESSING 16,5% 2 365 Snellman’s share of the total meat production in Finland amount of Snellman’s family farms In the future, our focus will be on the improvement of the processing level and on the enhancement of the processes in the whole production chain. In 2014, the production figures of pig farms improved significantly, which means better profitability and competitiveness. In 2014, the average carcass weight of pigs was 96 kilos and meat content 60.5%. Compared with 2013, the producers’ breeding results improved in terms of all the important criteria, such as growth, fodder-meat ratio and mortality rate. Accurate planning and monitoring of feeding are the factors that contribute most to a good pig breeding result. 115 milj. euro slaughter and tradeanimal pays + 21 % Calf trade + 22 % Piglet trade FINNISH PIG’S SURVIVAL STORY For the past hundred years, Finnish family farms have developed a breed of pigs that would be healthy, manage well in the Nordic conditions and have high meat efficiency. In the 1990s, the Finnish meat industry initiated a project to enhance the breeding efforts. As the project failed, the first few years of the 2000’s were critical times for the Finnish pig. We develop cooperation with both milk farms and specialised beef producers through our “Farmhouse Best Milk Farm” and “Bull Plus” programmes. The cattle breeding results also improved in 2014. We maintain regular contacts with our contract breeding farms and actively participate in various agricultural events, such as shows, fairs and seminars. In autumn 2014, we organised the “Proper Producer” Fair for the third time. The number of visitors was well over one thousand. At the Fair, we launched the native-breed pig fodder that we had developed in cooperation with our partners. However, Snellman Meat Processing, producers and a breeding company, Faba Sika Oy, decided to continue the breeding efforts. The set goal was to save the Finnish native breed of pig and maintain the breed genetically pure. In 2010, Snellman Meat Processing purchased the share capital of Faba Sika Oy and established Figen Oy. Figen has a modern test and breeding station in Längelmäki. Under the ownership of Snellman Meat Processing, breeding activities have developed swiftly. This has been made possible by our producers, who are highly committed to the breeding programme. The native breed of pig, which is fully Finnish in terms of its roots and genetics and has a traceable pedigree, is bred in accordance with the production principles of Snellman Meat Processing. The breeding output is not maximised at the cost of the pigs’ health. 15 16 READY MEALS At Kokkikartano, we meet every morning to taste products and assess their taste and quality. Participants in the tasting session this time: (Front from left) Product developer Päivi Lepomäki, production worker Mika Asikainen, product development assistant Veronica Koverola, production worker Jenna Pensas (Back from left), Product Manager Janne Sorjonen and production assistant Iivo Rouhiainen. READY MEALS SNELLMANIN KOKKIKARTANO YEAR OF READY MEALS Snellman Ready Meals has developed into one of the cornerstones of the Group. We want to restore consumers’ confidence in ready meals by improving both the taste and the quality. Our most important customers are big retail chains. Snellman’s companies in this business area are Snellmanin Kokkikartano Oy in Finland and Carolines Kök AB in Sweden. Our sales continued to grow in 2014. We also increased our market share in the Finnish ready meal market. The growth ”We believe in openness, WE WORK AS IF FOR OURSELVES quality and traditional meals and improve the reputation of in sales was due to successful marketing and the strengthening of the brand, and especially to high quality products and long-term systematic product development. We want to offer consumers better ready Finnish tastes.” Finnish ready meals. We openly tell con- Kati Rajala each portion is prepared. Our message Managing Director of Snellmanin Kokkikartano Oy sumers how and of what ingredients to the consumer is the following: We prepare the meals as if we were preparing them for ourselves at home. We just In spring 2014, we launched ready meals use larger saucepans. We believe in the packed in new transparent packages in traditional Finnish tastes that are famil- Finland. In the autumn, we introduced iar and dear to consumers. a completely new sauce range after a long and demanding development process. Brisk demand indicates that both of For just under one third of the consumers, the price is the these novelties have potential to become new volume prod- primary criterion for choosing a ready meal. We at Kokkikar- ucts. In 2015, our range of ready meals will be expanded with tano believe in quality. In 2014, the cheapest ready meal tasty traditional Finnish soups. products lost the most sales in the Finnish ready meal market, whereas high quality and well-marketed ready meals did We at Kokkikartano are grateful for the confidence that our well. Despite the challenging market situation, we managed customers and consumers have shown in us. Our brand to increase our sales. awareness has continued to improve, and we are the primary choice for an increasing number of consumers when they The year 2015 will still be a challenging year in the industry. make decisions in front of the ready meal shelves. Our expectations are, however, positive. We will continue our work and product development without compromising Collaboration with retail operators has been fluent, one rea- taste or quality. Our committed and highly professional staff son being that our delivery reliability has always been high. will make this possible. Our visibility in the product ranges of Finnish retail chains has increased. 17 18 READY MEALS GROWTH OPPORTUNITIES IN SWEDEN Sweden has traditionally been a country where frozen food is in high demand. Demand for fresh ready meals has increased in the past few years, and therefore our possibilities to increase Carolines Kök’s sales in Sweden are good. At the moment, however, the market is competitively saturated. In 2014, we fell behind our net turnover target, but our profitability remained stable. Especially the premium private label products were received well in the market. We will continue the implementation of our growth strategy in spring 2015. We will strengthen our sales organisation and collaboration with the retailing groups. Kokkikartano’s ready meals are made of high-quality genuine raw materials. For example, the meat content of ”Real Meatballs” is 91% KEY FIGURES READY MEALS 4 7, 0 M I L L I O N E U R O S T U R N O V E R C H A N G E 4,6% 191 PERSONNEL READY MEALS This is how Kokkikartano’s new ready meals in transparent packages are prepared. Rahman MD. Mahmudur and MD Saiful Topu. CASE IT IS WHAT IT LOOKS LIKE One of our values is honesty. We want to tell and show our customers and consumers openly everything that we do. This thinking is one of the ideas behind the new ready meals. Why wouldn’t we show a ready meal just as it really is instead of covering it with a picture on a cardboard lid? “In Finland, transparent packages are a novelty. In Sweden, they are part of everyday life. The new packing technique had its challenges, though. It was a kind of battle against gravity. For instance, the composition of mashed potatoes had to be developed to prevent the contents from running down when the package is placed in an upright position on the shelf”, Kati Häyhä, Kokkikartano’s Product Development and Quality Manager, says. The ready meals are prepared in Kokkikartano’s Pietarsaari unit. The whole personnel participated in the product development work. In spring 2015, the product family will have new members when lasagne and stuffed cabbage rolls with mashed potatoes are introduced to consumers. 19 20 FOOD SERVICE FOOD SERVICE PROFESSIONAL KITCHENS AS CUSTOMERS Food Service is a business area in the Snellman Group that focuses on restaurant and industrial sales. Our aim is to offer high-quality product and service solutions to professional kitchens. Our major customers are restaurant chains and HoReCa wholesalers. Snellman’s companies in the Food Service business area are Icecool Oy in Finland and Snellman Trading AB in Sweden. For Food Service, 2014 was a year of developing internal operations. We sharpened our business strategy by reviewing our processes and organisation as well as procurement and sales logistics. We paid special attention to assortment management by defining clear key product categories and focus areas, and by ”In the future, the Snell- At its best, this means that we cooper- man story will be told the identification of their needs to the through our products in an increasing number of Finnish restaurants.” ate with our customers, starting from development of the product range, concepts and recipes, and finally to product training. OUR RECIPE FOR SUCCESS The past two years have been extremely dropping unprofitable products – the Jussi Salmi difficult in the HoReCa sector, which has motto was “From quantity to quality”. Managing Director of been burdened by consumers’ weakened Meat was a natural choice for a key prod- Icecool Oy purchasing power, taxation solutions uct category. In addition, fish, frozen veg- and rising costs. The sales in the HoReCa etables and berries as well as fruit played an important role. sector have decreased for two consecutive years. In these conditions, we have succeeded comparatively well. In 2014, Icecool’s sales margin was slightly posi- Our organisation now consists of three departments: pur- tive, and the result improved clearly from the previous year. chases, logistics and quality control; marketing and product management; sales and customer service. In the HoReCa sector, 2015 will be at least as challenging as the previous year. However, we should look further into the All the innovations and changes that we made during 2014 future. We believe that the popularity of eating in restau- aimed at increased customer orientation and improved ser- rants will increase significantly in Finland and reach the Eu- vice quality. Today, being successful requires that we under- ropean level. stand our customers’ business ideas, processes and business logics as well as possible. We have to be able to work We will succeed, if we operate in a flexible and agile manner, with our customers and develop products that are desirable react promptly to new trends, ensure that we have the best and bring them added value. staff in the industry, invest in high quality and act in a responsible manner in everything we do. A significant part of FOOD SERVICE “Icecool’s product development is based on customers’ needs and wishes. We listen, help if necessary and make suggestions. When our customer is successful, we also succeed”, Icecool’s Marketing Manager Pia Vähäkangas and Executive Chef Atte Kuuskoski state. 21 22 FOOD SERVICE our strategy is to strengthen the integration of Icecool with the Snellman Group. At the same time, we are working hard to create our own identity and develop strong products for the HoReCa sector. CHANGES AHEAD IN SWEDEN In Sweden, the sales of Snellman Trading AB have developed positively, but there are still challenges concerning the result. However, our possibilities to increase sales and develop the operations are good, one of the reasons being that the HoReCa sector is doing better in Sweden than in Finland. In the development of sales, the products of Snellman Meat Processing will play a key role. We have already found good distribution channels, and we are in the process of taking measures to enhance our cooperation with the customers. Reaching profitability in Sweden Food Service increased its sales of Snellman’s processed meat products to restaurant customers with 22 % compared to last year. requires that we make changes to the business model of the company. An important measure is to enhance logistics with new supply chain solutions. KEY FIGURES FOOD SERVICE 38,8 M I L L I O N E U R O S T U R N O V E R C H A N G E 7, 9 % 25 PERSONNEL FOOD SERVICE Atte Kuuskoski from Icecool and Kai Meyer from Snellman Meat Processing believe in the strength of collaboration. Icecool knows the HoReCa market thoroughly, and Snellman Meat Processing is able to provide Icecool with exactly the right high quality products. CASE ONE PLUS ONE IS MORE THAN TWO An important feature in our business ing, Product Development Manager trends that already go strong in the culture is that we learn from each oth- Kai Meyer from Meat Processing and world of gastronomy? This is some- er and help each other. Collaboration Executive Chef Atte Kuuskoski from thing that we are considering in both between Food Service and Snellman Icecool state. Food Service and with our customers. Meat Processing is being strength- The gem of our shared product Our intention is to develop an increas- ened systematically now. The aim is to development has been pulled pork, ing number of mainstream products increase the share of Snellman’s meat which rapidly became a great hit. in the future, products that suit many products in Icecool’s net turnover. At Pulled pork hamburgers continue to different purposes, purchasing envi- the moment, it is about 40 percent. sell well in restaurants, and demand ronments and as many of our custom- – Icecool wants to strengthen its for tender seasoned meat products ers as possible, Mayer and Kuuskoski role as a significant meat provider to continues to grow. In 2014, sales re- continue. restaurant chains, which naturally cords were also recorded in the "sous also supports the set targets for sales vide” product category. Innovativeness is a competitive advantage in the HoReCa sector, which increase. The key is shared product de- What will the next hit product? develops at a fast pace and in which velopment, and the corner stone is the – Street food? Casual dining? Au- trends change rapidly. production of Snellman Meat Process- thentic food? Will it be one of these 23 24 PANINI “Panini and Porin Leipä worked in cooperation with each other for a long time, conducting product development to create the best bread for paninis. Now we have an end product that is worth tasting and enjoying: Finnish bread at its best”, Panini’s Chef Janne Ikonen and Master Baker Olli Sarpila say. PANINI PANINI BETTER AND DOMESTIC Panini is a conceptualised fast food product that Mr. Panini Oy, which belongs to the Snellman Group, makes in Ulvila. We also have a production plant in Sweden, from where we sell paninis to the Norwegian market. In Finland, our major customers are service station stores, cafés and kiosks. At the moment, we are piloting sales to retail stores. The year 2014 was a year of numerous changes for us. In the “Ulvila Up!” project, we made innovations to both our products and our production. The most important innovation was to ”Piloting in Finnish retail The changes made in 2014 contributed to stores has succeeded well.” of the raw materials that we use in our Tommy Snellman Managing Director of Mr. Panini Oy replace the frozen bread imported from our improved sales margin. The quality products is improved continuously. Our result has also developed positively, although the sales volumes remained on the previous year’s level. Belgium with newly baked local bread baked by Porin Leipä. We completed a two-year development BRAND IS OUR MOST IMPORTANT CAPITAL project that had included more than 30 product experiments. One sign of consumers’ weakened purchasing power is that people do not eat outside the home as frequently as before. There are more than 10 taste alternatives in our paninis now. Even the fast food market has declined in the past few years. We transferred the production of mayonnaise from Kerava On the other hand, competition in the industry is intensi- to Ulvila, and instead of using cut meat products supplied fying as demand for street food and on-site made food (e.g. by Snellman Meat Processing, we now cut the meat in our stuffed baguettes made on site) is expected to grow when own production plant, which adds to freshness and reduces the economy revives. waste. We also made innovations to the image and packages of the brand. Our competitive asset and most valuable capital is the Mr. Panini brand. We have built it systematically since 2008, In production, we aim at flexibility, freshness, increased when the Snellman Group purchases the brand and produc- domestic content and, before all, genuinely good taste. In tion plant. Mr. Panini’s brand awareness rate has improved spring 2014, we adopted a new production line, which allows continuously, being 57 percent in 2014. An improvement of larger production volumes than before. The improvements 5 percent on the previous year is a great achievement. Our made to the Ulvila plant in terms of facility utilisation, im- future strategy is to increase Mr. Panini’s brand awareness proved hygiene and systematisation of working methods rate further and expand our distribution channels. have enhanced our operations. Our special thanks are due to the managers and personnel, who played an important role In 2014, a total of 70 percent of our sales came from service in the change. station stores. As the number of these stores will probably not increase in the future, we will have to enhance sales with- 25 26 PANINI in the units. A significant future opportunity is retail sales. We have piloted our products in ten stores and supermarkets of different sizes, and they have been received well. Consumers can heat the paninis at home in an oven or a grill. PANINI IN THE SWEDISH AND NORWEGIAN MARKETS In 2014, our sales grew clearly in Sweden, but we still have challenges concerning the result. In Spring 2015, we will also replace imported bread with locally baked bread. The sauces will be supplied by the Ulvila plant. In this way, our fairly small production plant in Sweden can concentrate on assembling paninis. In Norway, our progress has been slower than in Sweden. To speed up sales, we will start collaboration with a local sales company in 2015. We have already managed to have our products included in wholesalers’ product ranges. In the future, we will strive to increase the frequency of deliveries from Sweden. The Danish operating environment proved to be extremely challenging. As we did not reach Mr. Panini makes an average of 55 000 paninis per week in Ulvila. This means 3,5million paninis per year the set sales and result targets, we discontinued our operations in Denmark in spring 2014. KEY FIGURES PANINI 6,5 M I L L I O N E U R O S T U R N O V E R C H A N G E -9,9% 41 PERSONNEL PANINI Work on the new production line goes smoothly. Making paninis is partly manual work. In the picture from the left Heli Virtanen and Riikka Huhtala are filling the paninis with kebab meat produced by Snellman Meat Processing. CASE NEW PRODUCTION LINE ENHANCED PRODUCTION The principle of continuous improvement is a central part of our corporate culture and operating principles. – This was the goal in Panini’s ”Ulvila Up!” project. It meant comprehensive development of the operating environment. Our personnel made a valuable contribution to the project, Panini’s Chef Janne Ikonen says. – One way of enhancing our operations was the implementation of a new production line. It is more practical and hygienic, and its throughput rate is higher than before, he continues. An important renovation that facilitates daily work is that the workstations are fixed. The workers can also adjust the working height to improve work ergonomics. The process of making Finnish paninis starts when the delivery from Porin Leipä arrives in Ulvila in the evening. The loaves are stored overnight in our new bread cold room, and in the morning, they arrive at the production line, where they are sliced and stuffing is inserted between the slices. Before being packed in despatch boxes, each Panini package is checked to ensure that it is intact. From the despatch room, the paninis travel to Kerava, where they are picked for transport to various customers. During the busiest seasons, we make as many as 20 000 paninis a day. 27 28 MUSH Brand and Marketing Director Petri Tapio’s 11-year-old dog Molly is a good example of how BARF feeding promotes a dog’s wellbeing. Molly is still in good condition and an active hunting companion. This has also been ascertained by veterinary surgeon Anna Hielm-Björkman, who has studied the benefits of raw food feeding at the University of Helsinki. MUSH MUSH NUTRITIOUS RAW FOOD The growing pet food market is a future opportunity for Snellman. There is considerable potential in both Finland and abroad. Oy MUSH Ltd is a forerunner in the production of natural BARF (bones and raw food)products for dogs and cats. BARF products are food that dogs and cats would eat in natural conditions. The products mainly consist of raw meat, bones and organs. BARF feeding is gaining popularity worldwide, and we expect ”Naturalness and raw health and improves their wellbeing. food interest an increas- social media in Finland and globally, and ing number of pet owners a final breakthrough in Finland, too. globally.” For the past few years, we have been preparing for growing demand. In 2013, we made heavy investments in production Magnus Pettersson Managing Director of Oy MUSH Ltd This information will spread through the the share of raw food in dog food sales will grow. DIFFERENTIATION AS STRATEGY The Finnish dog food market is dominated by international operators, whose products are mainly dry food. Their share equipment. In 2014, the focus in the de- of the sales of approximately 55 million velopment work was on streamlining kilos of dog food is 45 million kilos. The and documentation of the processes and share of Finnish dog food manufacturers on staff training. By now, the production is about 10 million kilos, of which our efficiency has improved and wastage decreased. Training has share is about 40 percent. motivated our staff to work for our strategic goals. Competition in the domestic market is intensifying, and In Finland, our total sales in 2014 did not reach the set growth new raw food products are entering into the market. In the rate owing to market changes in the private label range. On Finnish market, there have been two clearly different trends the other hand, the sales of MUSH BARF brand products ex- in the development of prices. Speciality stores compete in ceeded the budgeted growth rate. The result of the year was quality and professional service, whereas supermarkets burdened by investments made in Germany. compete fiercely in price. Our strength is differentiation from our competitors by means of a strong brand. We are We believe in growing sales. This is supported by the stud- 100% committed to our promise of natural and high-quality ies conducted in e.g. the University of Helsinki on raw food pet food. We have also openly described the recipes and pro- feeding. We have also participated in these studies. Research duction methods of all our products. shows that feeding dogs with raw food is good for their 29 30 MUSH GERMANY IS AN IMPORTANT OPPORTUNITY In 2014, we gained a foothold in the German market by signing a supply agreement with a retail chain of more than 800 stores. Sales will start as soon as suitable refrigeration appliances have been installed. Our expectations for 2015 are extremely positive. In Sweden, our sales have grown steadily, and we have established a strong foothold there by now. At the moment, our products are on sale in 340 stores. In 2015, which is our third year in the Swedish market, our aim is to reach a positive result. The MUSH brand has already 92 000 fans on Facebook. More than 90% of MUSH products are marketed through the Internet and social media. KEY FIGURES PET FOOD 6,4 M I L L I O N E U R O S T U R N O V E R C H A N G E 4,8% 46 PERSONNEL MUSH CASE OUR CUSTOMER PROMISE IS NATURALNESS – We believe that raw food is not a short-term bubble but a growing long-term trend. We strive to develop a Finnish success brand for the market, says Brand and Marketing Director Petri Tapio. Although we are a comparatively small company, we are the largest raw pet food manufacturer in the Nordic countries and one of the largest in the whole of Europe. We have subsidiaries in Sweden and Germany and a representative in Norway. – We believe that our customer promise: ”Yes to naturalness, openness and raw frozen meat, no to additives, preservatives and corn”, is universal and touches a cord with an increasing number of pet owners. Our marketing strategy is the same in Finland and in other countries. We mainly market on the Internet and social media, Petri Tapio continues. We use the Internet and Internet videos to tell our customers where the raw materials come from and how the products are made. 31 32 PERSONNEL PERSONNEL FOCUS ON STAFF WELLBEING Snellman is managed in compliance with value-based management principles. This means that values guide all our activities. At Snellman, the workplace and working community is supported by four cornerstones: coherent personnel policy; caring for work wellbeing and maintenance of working capacity; development of competencies; good and fair leadership and management. The Snellman set of values and operating principles have been well tried and tested during the past decades. The cultivation of our values requires regular dialogue on matters that are important to us. In 2013–2014, all our staff members participated in value discussions conducted in ”It is humanity and caring to maintain the strengths of our corpo- for others that really test edness for continuous improvement, the quality of leadership and management.” more than 40 different events. The subject is also included in our annual personal development reviews. Timo Ylilauri HR Director of Oy Snellman Ab rate culture, commitment to and preparworking together, appreciation of everybody’s ideas and contribution, low organisational structure and ability to react to changes fast. We are pleased to be able to state that the Snellman employees are satisfied with their workplace. This is shown in the work The most important thing is how our values are shown and satisfaction survey that we have implemented annually for 16 how they materialise when we work with our employees and years. In 2014, we reached the best result in Snellman’s history. partners. We believe that success is earned by doing good The average score was 3.66 (scale 1-5). things. We act in accordance with our values when we treat each other in a friendly and humane manner, care for each The annual staff turnover at Snellman is 4.4 percent. On the other, and always help each other when necessary. other hand, the number of good applicants is always high when we have job openings. Snellman is also a sought-after CORPORATE CULTURE IS OUR STRENGTH summer workplace. In 2014, we received applications from The most important goal in our personnel policy is the equal more than 700 young summer job seekers, and we were able to treatment of all employees. The personnel policy brings co- hire about 200 of them. herency and transparency to the activities of the whole Group. FORERUNNER IN WORK WELLBEING Shared policies are important now that our Group has grown Work in the food industry is physically loading, and the work- and expanded to new business areas. Even if the number of ing environment is prone to accidents. At Snellman, we pay our personnel grows and our operations are diversified, we special attention to work safety and work wellbeing. Our aim will not create inflexible structures and bureaucracy. We want is to be a forerunner in these matters in the industry. “We, all together, make the Snellman Group.” Pictures from the Kokkikartano strategy days. PERSONNEL 33 34 PERSONNEL Sports vouchers, gym and collection of fitness points, exer- find variety in work and share their competencies with their cise breaks, adjustable desks, physical therapy, ergonomics co-workers. training and several campaigns that encourage the employees to do exercise are examples of our measures to improve A traditional training model in the food industry is appren- work wellbeing in practice. All new employees take a fit- tice training, which Snellman has implemented since 1996. ness test, and also those who have worked for Snellman for Our apprenticeship training programmes offer a possibility a longer time may take the test when they want. The total to complete the vocational qualification in food production number of fitness and musculoskeletal fitness tests taken or the further qualification in meat processing. A total of by Snellman Meat Processing employees alone was almost about 30 employees participate in these programmes annu- four hundred. ally. In 2014, 26 employees received a vocational qualification certificate and 9 employees a further qualification certificate. Meat Processing was also the first business area to adopt the Wellness Clock, which contains activities that support MANAGERIAL WORK UNDER REVIEW working capacity and motivation. The wellness team in the Our management and leadership culture is characterised by Pietarsaari unit has planned and developed the activities, for the following words: justice, fairness and encouragement. example, fitness boxing, outdoor aerobics, kettlebell, water Like all skills, also management and leadership skills can be aerobics, gym, back care exercises and skiing school. The vo- developed. In spring 2014, we launched a project to assess cationally oriented medical rehabilitation (ASLAK) group of and develop the work of the Group Management Team. The the office personnel started its second rehabilitation period project will continue in 2015. in September. Managerial work in the whole Group is developed by means We have worked systematically to reduce the number of ac- of the 360-degree analysis. The method was piloted in 2014, cidents and sick leaves. In the occupational health care, the and all the managerial staff will participate in it. The 360-de- focus continues to be on preventive measures. gree analysis is implemented in such a way that a manager’s management skills are assessed by his/her immediate supe- COMPETITIVE ADVANTAGE THROUGH rior, colleagues and subordinates. The results of the analysis COMPETENCE DEVELOPMENT are compared with the manager’s self-assessment. Based on Lean thinking, which is an essential part of our corporate the analysis, a personal management development plan is culture, aims at continuous improvements in the operations prepared for the managers. Our aim is to implement man- and learning by doing. The competence development creates agement training that meets the needs of each unit and in- competitive advantages for us. We want to ensure that our dividual better than before. staff can, if they want, change tasks and learn new things, KEY FIGURES PERSONNEL GR O U P PE R SO N N E L PE RS O N N E L I N AVE R AG E i n t he ye ars 2010–2014 890 31. 12 . 2 014 1235 1185 1027 1120 191 LS EA E Y M RVIC D A SE RE D O FO INI 5 N 2 PA 41 OOD PET F 46 29 PARENT COMPANY 943 2 010 2 011 2 012 2 013 2 014 MEAT PROCESSING PERSONNEL CASE BICYCLE WHEELS ROLLED AND FITNESS SOARED We encourage our staff members to care for themselves. Regular exercise helps us maintain our health and working capability and cope with stress. The “Cycle for Fitness” campaign, organised for the second time in 2014, encouraged more than 300 Snellman employees purchase a bicycle. Quite a few decided to cycle to work instead of driving a car or taking a bus. One of them is Kokkikartano’s foreman Micael Saranpää, who now cycles his 30-kilometre journey to and from work in sunshine and in rain. Micael admits he is hooked on cycling. – I cycle about 12 000 kilometres a year. I have started cycle racing, and I actively participate in the activities of the Järvenpää cycling club. Physical exercise has become an important part of Micael’s free time activities again. Micael, who is 36 years old now, engaged in combat sports and bodybuilding when he was younger. When he discontinued doing exercise, he started to gain weight. Since he was stung by the sports bug again, he has lost a total of 30 kilos. – Not all my friends recognise me when they see me now, Micael says smiling. – Physical exercise helps me control stress, and it acts as a good counterbalance to daily work. It has been great to see that the number of bicycles in Kokkikartano’s yard has increased. We will continue the exercise campaigns. In the winter, the staff members can buy skis and winter sports equipment and clothing at campaign prices. Thanks to the "Cycle for Fitness” campaign, Micael Saranpää rediscovered the joy of physical exercise. AG E D I S T R I BU T IO N te mpo ra r y in cluded GE N D E R D I STR I B U TI O N >60 y 50–59 y 10% 40–49 y 3% <20 y tem p o rar y i n cl ud ed 12% 17% 20–29 y 35% 24% 30–39 y WOMEN 37% MEN 63% 35 36 RESPONSIBILITY Image: vastavalo.fi RESPONSIBILITY OUR CHOICE IS RESPONSIBILITY We at Snellman think that success is deserved by doing good things. In this way, responsibility becomes part of our operations. We report on our operations openly, honestly and comply RESPONSIBLE PROCUREMENT with good governance principles. We report to our owners In procurement, we comply with our values, ethical principles on our operations, financial development and outlook four and strategic policies. We also expect our partners to commit times per year. We also publish an annual report for our own- to ethical operating principles. We treat our suppliers equally ers, personnel, production partners and other important and with respect, and we comply with good business prac- stakeholders. tice. We set the same high requirements for our suppliers and their possible subcontractors as we set for ourselves. The high quality, naturalness and good taste of our products are the cornerstones of our operations. For us, they are not In procurement, an important requirement is the safety and transient trends or marketing gimmicks but long-term in- traceability of the raw materials. In the collaboration with our vestments. suppliers, we strive to avoid loading the environment, for example, by enhancing the efficiency of logistics and the use of We have systematically developed collaboration with our packing materials. We regularly assess the operations of the 2000 plus producer partners. In our “Farmhouse Best” quali- suppliers we have chosen and ensure the quality of new sup- ty programme, the emphasis is on animals’ wellbeing as part pliers with audits. of an efficient and ethically sustainable production chain. In Meat Processing, all raw materials in the primary production WE SAVE THE ENVIRONMENT are 100 percent domestic and mainly come from family farms In production, we ensure that our methods are environmen- in Ostrobothnia and Central Finland. We always make sure tally friendly and our solutions energy efficient. These mat- that the whole supply chain is transparent and traceable. ters are already considered in the investment planning stage by utilising the latest and best technology. Since 2007, our In early 2014, Snellman Meat Processing received the FSSC energy consumption has decreased by 25 percent, while our 22 000 Certificate, which is awarded to companies that meet production area has more than quadrupled. international food safety standards. Part of Icecool’s fish products received the MSC Ecolabel in 2014. The label is grant- We have made investments that enhance energy efficiency ed to fish products that originate from a healthy fish stock and save the environment in air and water purification, heat and are caught in a sustainable manner that ensures the con- recovery, recycling and solid waste recovery. We have also tak- tinuity of the fish stock. In the future, we will only use Eco-la- en measures to reduce noise and odour nuisances. belled fish. 37 38 RESPONSIBILITY Since 2014, we have only used wood-fired smoke ovens. All In logistics and transportation, we always look for solutions outgoing smoke is purified to prevent hazardous particles that are as efficient and carbon footprint reducing as possi- from being released into the air. We also protect the soil and ble. Our production plants are centralised production units waterways by preventing chemical spillages. One way of do- in which the aim is to run production with efficient processes ing this was asphalting the whole yard area of the Kuusisaari without unnecessary phases and interim warehousing. The plant in 2014. number of transportations decreased significantly, after the Kuusisaari factory extension was completed. When opera- In August 2014, we switched, as the first food company in Fin- tions ranging from slaughtering to distribution take place land, to biogas for heating and steam production in Kuusi- under one roof, we are able to eliminate one transportation saari. The biogas generated by the Jepua biogas plant replac- phase altogether. es about one million kilos of oil that has been used annually by Snellman Meat Processing. At the same time, the annual WE MAKE SAFE PRODUCTS carbon dioxide emissions of the plant are reduced by 3000 Each Snellman employee is responsible for safety and qual- tonnes. Thanks to biogas, sludge treatment in the Kuusisaari ity. Our hygiene requirements are extremely high, and the plant has been improved as we can send the sludge to the bi- hygiene level is monitored continuously. Our safety control ogas plant for recycling. starts in primary production. All our production farms have veterinary inspections carried out at least four times a year, and even more frequently in the largest farms. SNELLMAN’S WORK WAS RECOGNISED IN MANY WAYS In spring 2014, we adopted a new quality control system, IMS, in meat processing. The whole Group will gradually be covered by the system. We also have a quality control organisation of our own as part of the production process. In meat processing, we carry out about 20 000 nutrient content and microbiological analyses and inspect hundreds of thousands Snellman’s corporate responsibility was recognised in of raw material samples in our own laboratory. In addition, 2014. Snellman was ranked fifth in the annual “Corpo- we have statutory samples analysed by an external impartial rate Reputation and Responsibility” survey of TNS Gal- laboratory. lup. OCCUPATIONAL SAFETY IN FOCUS In the “Brändien arvostus 2014” survey conducted by Four fifths of our personnel work in working environments Taloustutkimus Oy and Markkinointi & Mainonta Mag- that are prone to accidents. We continually strive to improve azine, Snellman was ranked among the top 100 most occupational safety by developing the working environment, valuable brands in Finland for the first time. The survey work phases and working methods. We have made significant examined the value of more than one thousand brands advances: the number of serious industrial accidents and in Finland. In the same survey, Kokkikartano ranked long sick leaves has decreased. As we have zero tolerance to the third most valuable ready meal brand. Another in- industrial accidents, there is still space for further develop- dication of consumers’ confidence in the Kokkikartano ment. brand is that Kokkikartano ranked third in the annual “Most Valued Brand” survey conducted by Reader’s Di- We prepare for crisis situations by providing our personnel gest Finland. with crisis training, for instance evacuation and rescue drills, as well as first aid training and training in first aid fire extin- In late autumn 2014, the Ostrobothnia Branch of the guishing. We have regular cooperation with the emergency Finnish Association of Nature Conservation granted service authorities. Prevention is the key word in all safety Snellman an environmental award for the adoption of enhancing operations. biogas. RESPONSIBILITY CASE CLEANLY WITH BIOGAS Biogas replaces In August 2014, Snellman Meat Process- “It is certainly a great improvement one million kilos ing switched to completely oil-free heat that sludge, manure and many other and steam production as the first food types of waste can be used to generate company in Finland. The required heat clean environmentally friendly energy. and steam is produced by the Jepua bi- This is the path that we want to fol- time, the annual carbon diox- ogas plant. At an annual level, the esti- low in the future”, Markus Snellman, ide emissions of the plant are mated savings amount to about 200 000 Technical Manager of Meat Processing, euro. states. Biogas is also an environmentally The annual biogas generating capacity friendly fuel as it is a completely carbon of the Jepua biogas plant equals two dioxide neutral energy source. Our an- million kilos of oil. The financial savings amount nual carbon dioxide emissions have de- “Biogas can also be used as a transport to about creased by about 3 000 tonnes. Thanks fuel. It is quite possible that part of our to the biogas plant, we have also been transportation vehicles will run on bi- able to utilise the sludge produced ogas in the future”, Markus Snellman by the Kuusisaari plant. Apart from visualises. of oil per year. At the same reduced by 3000 tonnes. 200 000 euro per year. sludge, the biogas plant also utilises solid raw material, for instance manure from the local production farms. The Technical Manager of Snellman Meat Processing is presenting the biogas plant in Jepua. 39 40 FIGURES SNELLMAN GROUP IN FIGURES 2014 NET TURNOVER, MEUR 232,6 264,1 282,8 301,3 191,1 M€ 2 010 2 011 2 012 2 013 2 014 OPERATING RESULT, MEUR 14,8 13,8 11,9 M€ 2 010 2 011 2 012 6,6 6,7 2 013 2 014 FIGURES OPERATING RESULT, % 2,2 2 014 2,3 2 013 5,2 2 012 5,1 RESULT BEFORE TAXES, MEUR 2 011 7,7 12,9 12,5 10,5 % 2 010 M€ 2 010 2 011 2 012 4,4 4,0 2 013 2 014 41 42 FIGURES SNELLMAN GROUP IN FIGURES 2014 INVESTMENTS IN PRODUCTION, MEUR 25,2 19,8 17,2 10,0 M€ 7,6 2 010 2 011 2 012 2 013 2 014 PERSONNEL AT CLOSI NG DATE 930 2 010 1087 1104 2 011 2 012 1231 1275 2 013 2 014 FIGURES EQUITY RATIO, % 31,6 2 014 31,8 2 013 35,0 2 012 RETURN ON INVESTMENT, ROI % 36,5 18,4 2 011 14,1 40,3 % 2 010 14,1 6,3 % 2 010 2 011 2 012 2 013 5,5 2 014 43 44 BOARD OF DIRECTORS SNELLMAN BOARD OF DIRECTORS IN 2014 Front from left: Group CEO Leena Laitinen, Chairman of the Board Martti Vähäkangas, Johanna Tidström and Erkki Järvinen. Back from left: Secretary of the Board Stefan Snellman, Ole Snellman, Krister Snellman and Peter Fagerholm. BOARD OF DIRECTORS’ REPORT BOARD OF DIRECTORS GROUP REVIEW situation started to unwind in March, and the balance was The Snellman Group consists of five business areas: Meat reached towards the end of the year. From the third quarter Processing, Ready Meals, Food Service, Panini and Pet Food. onwards, our operations were clearly profitable. The parent company, Oy Snellman Ab, provides all the business areas with administrative support functions. For Meat Processing, 2014 was a year of deploying significant investments, and everything went as planned. The invest- During the financial period, only minor changes took place. ments and the development of processes enhanced pro- MUSH GmbH, the sales company established in the pet food duction efficiency. The R&D also continued its development sector in Germany towards the end of 2013, started opera- work in the new production environment, and several new tions. Panini ceased operations in Denmark. products were launched in 2014. In 2014, the net turnover of the Group was EUR 301 million. READY MEALS The net turnover increased by EUR 17 million (6%) from the In 2014, the net turnover of Ready Meals was EUR 47 million, previous year. The operating profit of the Snellman Group an increase of 5% from the previous year. We strengthened was EUR 6.7 (6.6) million, i.e. the result was slightly better our position in the Finnish ready meal market both in terms than in 2013. of the consumer image and market share. OPERATING ENVIRONMENT Ready Meals also actively developed its products. Examples The Russian crisis and African swine fever, followed by a ban of well-received product launches include a ready meal range on exports to Russia, changed the situation in the European packed in transparent packages and a new sauce range. meat market rapidly and caused difficulties to all the operators in the industry in Finland. The oversupply led to a low- Carolines Kök, our production plant in Sweden, also reached er price level, which was reflected in the whole production a good result. The position of the brand strengthened, and chain. the capacity of the plant allows increased production. The Finnish retail sector is undergoing a drastic structural FOOD SERVICE change: consumers’ purchasing power is weakening and In 2014, the net turnover of Food Service in Finland was EUR at the same time online retail is changing consumers’ pur- 37 million, an increase of 7% from the previous year. We clear- chasing behaviour. The significance of price as a purchas- ly improved the result despite the fact that demand in the ing criterion has increased. The major retailers are reducing HoReCa sector had decreased for two years. Closer coopera- their product ranges with the aim of simplifying them and tion with Meat Processing will open possibilities to enhance cutting down the number of co-products. In future, only the product development and increase sales in the restaurant best brands will be included in their product ranges, and the and institutional kitchen sectors. share of private labels will grow. Snellman Trading AB, Snellman’s subsidiary in Sweden, Consumers’ interest in Snellman’s products continues to clearly increased its sales after securing a share in the prod- grow. Our sales growth has been clearly faster than the de- uct ranges of the largest HoReCa wholesaler in Sweden. velopment of the market and resulted in an improved market share. According to a survey conducted by TNS Gallup in PANINI autumn 2014, both “Herra Snellman” and “Kokkikartano” Panini’s net turnover in Finland in 2014 was EUR 6 (6) mil- brands have continued to strengthen. lion. The profitability was good. On the other hand, we have not managed to reach a break-even level, i.e. zero result, in DEVELOPMENT OF OPERATIONS Sweden. MEAT PROCESSING For Panini, 2014 was a year of innovations in both production In 2014, the net turnover of Meat Processing was EUR 224 and product offering. The distribution channels were also ex- million, an increase of 8% from the previous year. In the first panded. Apart from service station stores, paninis are also few months of the year, competition in the sector was fierce, sold in kiosks and cafés now, and pilot projects in retail have and the imbalance between the slaughter and sales vol- already started. umes resulted in an increase in our frozen stock. The stock 45 46 BOARD OF DIRECTORS PET FOOD The prolonged recession and difficulties in exports to Russia In Pet Food, the production volumes of private label prod- added to the risks for both Snellman and the other food sec- ucts did not develop as expected. On the other hand, the tor operators in Finland. MUSH brand products sold extremely well. In 2014, the net turnover of Pet Food was EUR 6 million, an increase of 5% At Snellman, the major risks of the business areas are from the previous year. mapped and operating plans for various scenarios prepared annually. International operations will open good prospects for Pet Food. In Sweden, the sales grow steadily, and in Germany ENVIRONMENT sales will start as soon as suitable freezers have been in- In its production, Snellman strives to operate in a manner stalled in stores. that is not harmful to the environment and complies with sustainable development. Energy efficiency and sustaina- INVESTMENTS bility are important considerations in all Snellman’s invest- After major investments, 2014 was a year for turning the fo- ments. The most significant environmental achievement cus on the development of internal operations. A significant in 2014 was the replacement of oil with biogas in steam and new investment was the extension of the Kuusisaari meat heat production in the Kuusisaari plant. Oil was replaced freezing space. The space was equipped with a spiral freezer, with biogas supplied by Jepuan Biokaasu Oy, of which Oy which speeds up the freezing process. Snellman Ab owns 22.5 percent. In Ulvila, Panini’s production facilities were renovated, in- Snellman’s responsible approach to economic, social and cluding a completely new production line. environmental challenges was recognised in many ways in 2014. In 2014, Snellman was ranked fifth in the annual “Cor- The total investments in the financial period amounted to porate Reputation and Responsibility” survey conducted by EUR 10 million. TNS Gallup. DEVELOPMENT PROJECTS FINANCES AND FUTURE OUTLOOK The most important development projects concerning the The financial statements of the Snellman Group comply whole Group that were launched in 2014 were the enhance- with IFRS reporting requirements. The net turnover was EUR ment of procurement and the new production planning sys- 301 (285) million. The operating profit was EUR 6.7 (6.6) mil- tem. lion. The equity ratio decreased to 31.6 (31.8) percent. The development of the procurement practices will sup- The result is satisfactory, considering the difficult operating port the long-term strategic goals of the Group’s business environment in the financial period. The market positions areas and their operating conditions. The aims include the of our main business areas strengthened in 2014. We are in a improvement of cost efficiency, creation of uniform action good position to implement our strategy and achieve the set models and synergies between the business areas, devel- goals. The long-term outlook is good as well. In the future, opment of supplier collaboration and utilisation of the pro- we will continue enhancing our operations, increasing the curement volume of the whole Group. capacity utilisation rate and improving profitability. Meat Processing and Kokkikartano were the first to adopt It is probable that the recession and economic uncertainty the new production planning system. The system will im- will continue in Finland. This will weaken companies’ gen- prove the optimisation of the meat balance and the produc- eral operating conditions and impede financing. Despite the tion of semi-finished and finished products. outlook, we believe that Snellman’s possibilities to improve its result in 2015 are better than the year before. We are now RISKS better prepared to anticipate future changes and adjust our Snellman’s most significant risks are related to the food sec- operations to the market situation. tor, which is highly susceptible to the effects of changes in the global food safety and sudden market disturbances. The The Snellman Board of Directors has outlined long-term food sector is also susceptible to the risks related to consum- goals for the operations until 2020. ers’ purchasing power and competition in the retail sector. reviewed every three years and the new strategy round will start in 2015. The strategy will be BOARD OF DIRECTORS PERSONNEL, BOARD OF DIRECTORS The Board of Directors proposes that the distributable funds AND AUDITORS will be distributed as follows: 47 At the end of 2014, the number of personnel in the Snellman Group was 1275 (1231). The wages, salaries and fees of the EUR 4.0 per share is paid in dividends, i.e. Group amounted to EUR 41.7 (39.2) million. Since 1 January 2014, the CEO of the Snellman Group has been Leena Laiti- Reserved in shareholders' equity EUR 31 944 194.64 nen. Total EUR 33 419 314.64 EUR 1 475 120.00 in total In 2014 the composition of the Board of Directors was the following: Chairman Felix Björklund from 1 January to 14 March NUMBER OF COMPANY SHARES BY SHARE and Martti Vähäkangas since 15 March; Deputy Chairman CLASS, AND MAIN PROVISIONS OF THE ARTI- Erkki Järvinen, and other members Peter Fagerholm, Krister CLES OF ASSOCIATION CONCERNING SHARE Snellman, Ole Snellman and Johanna Tidström. The Compa- CLASSES ny’s Auditor was Authorised Public Accountant Firm Ernst & Young Ltd. with Kjell Berts, CGR as the principal auditor. 31Dec. 2014 31 Dec. 2013 240 000. 240 000. 129 000. 129 000. Number of A Shares PROPOSAL OF THE BOARD OF DIRECTORS ON (10 votes/share) THE DISTRIBUTION OF PROFITS AND POSSI- Number of B Shares BLE DISTRIBUTION OF UNRESTRICTED SHARE- (1 vote/share) HOLDERS’ EQUITY. The distributable funds in the financial statements of the parent company amounted to EUR 33 419 314.64, of which the profit for the financial period is EUR 1 550 429.92. There have been no significant changes in the company’s financial position after the financial period, and the solvency test in compliance with Chapter 13, Section 2 of the Finnish Limited Liability Companies Act does not affect the distributable funds. KEY FIGURES Group IFRS -14 Group IFRS -13 Parent company Parent company FAS -14 FAS -13 Net turnover, EUR million 301 284,8 5,0 4,3 Change in net turnover,% 6% +8 % +16 % +19 % Operating profit, EUR million 6,7 6,6 -0,4 -0,2 Operating Profit % 2,2 % 2,3 % -7,7 % -4,4 % Profit before taxes, EUR million 4,0 4,4 2,2 1,0 Result for the financial period, EUR million 3,7 3,8 1,6 0,2 Return on equity (ROE), % 6,8 % 7,1 % 3,7 % -3,2 % Return on investment (ROI), % 5,5 % 6,3 % 4,3 % 1,8 % Equity ratio (%) 31,6 % 31,8 % 24,7 % 25,2 % Net gearing 134,1 % 136,8 % 205,4 % 205,8 % Net gearing / EBITDA 4,1 4,3 188 169 FINANCIAL STATEMENTS 2014 50 FINANCIAL STATEMENTS GROUP KEY FIGURES IFRS 31.12.2014 IFRS 31.12.2013 IFRS 31.12.2012 IFRS 31.12.2011 IFRS 31.12.2010 Net turnover, EUR million 301 285 264 233 191 Change in net turnover,% 6% 8 % 14 % 22 % 10 % Operating profit, EUR million 6,7 6,6 13,8 11,9 14,8 2,2 % 2,3 % 5,2 % 5,1 % 7,7 % 4,0 4,4 12,5 10,5 12,9 1,3 % 1,6 % 4,7 % 4,5 % 6,8 % 3,7 3,8 9,4 7,9 9,6 1,2 % 1,3 % 3,6 % 3,4 % 5,0 % Return on investment (ROI), % 5,5 % 6,3 % 14,1 % 14,1 % 18,4 % Return on equity (ROE), % 6,8 % 7,1 % 18,9 % 17,2 % 23,9 % 31,6 % 31,8 % 35,0 % 36,5 % 40,3 % 134,1 % 136,8 % 108,4 % 95,6 % 67,0 % 4,1 4,3 2,5 2,2 1,3 Investments in machinery and plant, EUR million 10,0 19,8 25,2 17,2 7,6 Interest-bearing liabilities, EUR million 82,2 77,6 61,5 47,6 39,3 Man-years (FTE) 894 869 807 742 645 Number of personnel at the end of the year* 1275 1231 1104 1087 930 22 25 32 35 18 % of net turnover Profit before taxes, EUR million % of net turnover Result for the financial period, EUR million % of net turnover Equity ratio (%) Net gearing Net gearing / EBITDA * of whom lease employees Net result Return on equity (ROE), % CALCULATION FORMULA Operating result - Financial income and expenses - Taxes Net result * 100 Shareholders’ equity (average during the financial period) Return on investment (ROI), % (Net result + Financial expenses + Taxes) * 100 Average invested capital Equity ratio (%) Shareholders’ equity Balance sheet total - Received advances Net gearing (%) (Interest-bearing liabilities - Cash and bank deposits - Financial securities)* 100 Shareholders’ equity Net gearing / EBITDA (Interest-bearing liabilities - Cash and bank deposits - Financial securities) EBITDA FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS, IFRS CONSOLIDATED BALANCE SHEET EUR 1000 ASSETS Non-current asset Property, plant and equipment Goodwill Other intangible assets Investments in associates Other financial assets Loans and other receivables Deferred tax assets Note 31 Dec. 2014 31 Dec. 2013 1 2 2 3 4 5 6 79 446 23 331 7 860 399 157 4 060 1 642 116 895 81 772 23 331 7 857 390 229 3 376 799 117 754 7 8 21 100 27 107 1 831 0 8 191 58 229 21 795 22 488 2 271 0 4 407 50 961 175 123 168 714 627 -3 486 -13 52 169 3 242 52 538 627 −3 675 257 51 454 3 720 52 384 2 669 1 159 55 208 53 543 12 13 6 48 609 3 871 3 606 56 086 55 888 4 189 2 888 62 964 14 29 239 489 488 33 613 63 830 29 665 354 442 21 745 52 207 119 915 115 171 175 123 168 714 Current assets Inventories Trade and other receivables Current income tax liabilities Financial securities Cash and cash equivalents 9 10 ASSETS, TOTAL 16 SHAREHOLDERS’ EQUITY AND LIABILITIES Shareholders’ equity Share capital Fair value reserve Currency translation differences Retained earnings Profit for the financial period 11 Non-controlling interest Shareholders’ equity, total Non-current liabilities Interest-bearing liabilities Other financial liabilities Deferred tax liabilities Current liabilities Trade and other payables Current income tax liabilities Other current financial liabilities Interest-bearing liabilities 15 12 Liabilities, total SHAREHOLDERS’ EQUITY AND LIABILITIES, TOTAL 16 51 52 FINANCIAL STATEMENTS CONSOLIDATED INCOME STATEMENT EUR 1000 Note 2014 2013 Net turnover 17 301 290 284 756 Other operating income 18 1 600 1 297 -2 554 4 033 33 125 -176 554 -51 896 -11 463 −169 556 −48 534 −10 415 -53 797 −55 131 6 658 6 577 707 -3 339 9 1 213 −3 337 −4 4 035 4 449 169 -522 −25 −651 3 682 3 774 3 242 440 3 682 3 720 54 3 774 Change in inventories of finished and unfinished goods Production for own use Use of materials and supplies Personnel expenses Depreciation/Amortisation Impairment of goodwill Other operating expenses 19 20 21 21 22 Operating profit Financial income Financial expenses Share in associate’s profit 24 24 3 Profit before appropriations and taxes Deferred taxes Income taxes Profit for the financial period 25 25 Distribution of profit for the financial year To parent company shareholders To non-controlling interest holders Total CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME EUR 1000 2014 2013 Profit for the financial period 3 682 3 774 -358 188 -270 647 -108 3 242 4 313 2 802 440 3 242 4 259 54 4 313 Other comprehensive income Revaluation of property, plant & equipment Cash flow hedges Currency translation differences Comprehensive income for the financial period, total Distribution of the comprehensive income: To parent company shareholders To non-controlling interest holders Total FINANCIAL STATEMENTS STATEMENT OF CHANGES IN EQUITY, IFRS EUR 1000 Equity attributable to the shareholders of the parent company Share Fair value Currency Retained Total capital reserve translation earnings differences Shareholders’ equity, 1 Jan. 2013 Corporate acquisition Change in non-controlling interest Other changes Dividend distribution Comprehensive income for the financial period Shareholders’ equity, 31 Dec. 2012 627 627 -4 322 365 Shareholders’ equity, 31 Dec. 2014 627 51 481 -286 -120 -286 -120 1 202 52 683 -383 286 -383 -120 647 -108 3 720 4 259 54 4 313 -3 675 257 55 174 52 384 1 159 53 543 -1 070 -102 -1 475 -1 070 -102 -1 475 1 070 Corporate acquisitions Change in non-controlling interest Other changes Dividend distribution Comprehensive income for the financial period 54 811 Non-control- Shareholders’ ling interest equity, total -102 -1 475 188 -270 2 884 2 802 440 3 242 -3 486 -13 55 411 52 538 2 669 55 208 CONSOLIDATED CASH FLOW STATEMENT EUR 1000 Cash flow from operating activities Operating profit Adjustments to operating profit Changes in working capital Interests paid Interests received Dividends received Other financial items Taxes paid Cash flow from investment activities Investments in tangible and intangible assets Capital gains from tangible and intangible assets Loans granted Non-current receivables, IFRS Repayments of loan receivables Other investments Capital gains from other investments Purchased shares of subsidiaries Cash flow from financing activities Purchases of treasury shares Changes in current loans Proceeds from non-current loans Repayment of non-current loans Non-current liabilities, IFRS Donations Dividend payments Change in cash and cash equivalents Cash and cash equivalents, 1 Jan. Change in currency exchange rates Cash and cash equivalents, 31 Dec. Changes in current receivables Changes in inventories Changes in current liabilities 2014 2013 6 658 11 091 -4 482 -1 341 515 2 -1 808 -738 9 897 6 319 10 692 −5 727 −1 015 349 1 −1 460 −463 8 697 -9 972 1 001 -1 123 8 -8 802 −19 759 264 −807 −340 4 −228 0 −383 −21 249 278 32 912 -28 601 68 -120 -1 475 3 063 0 1 198 26 055 −11 145 −370 −120 −2 950 12 667 4 158 4 407 -374 8 191 115 4 437 −146 4 407 -4 849 695 -328 -4 482 −2 825 −5 601 2 699 -5 727 39 53 54 FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS BASIC INFORMATION ON THE GROUP The parent company of the Snellman Group, Oy Snellman Ab, is a Finnish family-owned limited liability company whose domicile is Pietarsaari, Finland. The company’s shares are not listed. A copy of the consolidated financial statements is available on the Internet at www.snellmangroup.fi, or at the parent company’s head office, address Kuusisaarentie 1, PL 113, 68600 PIETARSAARI, Finland as from 1 April 2015. The subsidiaries of the Group produce and market foodstuffs, especially meat and processed meat products, ready meals, various food products for the institutional kitchen sector as well as pet food for speciality stores and breeders. The Group’s market area consists of Finland and Sweden. Some of the products are exported outside Scandinavia. During the financial period, the Group also had operations in Denmark, Norway and Germany. The Group consists of five business areas: Meat Processing, Ready Meals, Food Service, Panini and Pet Food. The Financial statements to be published were confirmed in the Board of Directors meeting held 19 March 2015. Accounting principles Basis of preparation The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards approved by the European Union. The IAS and IFRS standard valid on 31 December 2014, as well as SIC and IFRIC interpretations, have been applied to the preparation of the consolidated financial statements. The consolidated financial statements are presented in thousand euro unless otherwise stated. The preparation of the financial statements in accordance with the IFRS standards requires that the management makes certain assessments and judgement-based solutions. Information on the judgement applied by the management concerning the financial statements are presented in section “Accounting principles requiring management’s judgement”. Subsidiaries The consolidated financial statements cover the parent company Oy Snellman Ab and all its subsidiaries. Acquired subsidiaries are consolidated in the financial statements as from the date they are acquired. Mutual holdings in the Group have been eliminated using the acquisition cost method. All Intra-group transactions, receivables, liabilities etc., have been eliminated from the consolidated financial statements. The profit for the financial period has been distributed to the parent company shareholders and non-controlling interest holders in the income statement, and the share of the shareholders’ equity attributable to the non-controlling interest holders is presented as a separate item in the shareholders’ equity in the balance sheet. In subsidiary’s acquisitions, the difference between the acquisition cost and acquired shareholders’ equity is recognised as goodwill. Associate An associate is a company over which the Group exercises significant influence. Significant influence is created when the Group holds more than 20% of the shares in the company. Associates are consolidated by using the equity method. Translation of foreign currency items The consolidated financial statements are presented in euro, which is the functional currency of the parent company. Translation of the financial statements of foreign subsidiaries The income statements of foreign subsidiaries are translated into euro by using the average exchange rate of the financial period and the balance sheets by using the closing date rates. The translation of the result for the financial period in the income statement and balance sheet by using different exchange rates causes a currency translation difference, which is recognised in shareholders’ equity. The translation differences arisen from the elimination of the acquisition cost of foreign subsidiaries and the translation of equity items accrued after the acquisition are recognised in the shareholders’ equity. The goodwill created by the acquisition of foreign entities and the fair value adjustments made to the carrying amounts of the assets and liabilities of foreign entities concerned in connection with the acquisition are translated into euro at closing date exchange rates. Property, plant and equipment Property, plant and equipment are recognised at historical cost less accumulated depreciation and possible impairment. If an item of property, plant and equipment consists of several components with economic lives of different lengths, the components are recognised as separate assets. Depreciation is calculated on a straight line basis over the estimated useful life as follows: • Buildings 20 years • Building technical equipment 15 years • IT hardware 4 years • Vehicles 5 years • Light structures, machinery and equipment 4-15 years • Other tangible assets 20 years • Land areas No depreciation FINANCIAL STATEMENTS Intangible assets Impairments Goodwill The Group has taken into consideration the regulations of the IFRS 3 Standard concerning the recognition of the acquisition cost in subsidiary acquisitions that have taken place after 1 January 2007. The difference between the acquisition cost and received net assets is recognised as goodwill. Goodwill is tested annually for possible impairment. For this purpose, goodwill is allocated to the cash generating units that mainly correspond to the Company’s business areas in the country concerned. Goodwill is measured at historical cost less impairment. Tangible and intangible assets The Group assesses at each closing date whether there is an indication that an asset may be impaired. If any such indication exists, the recoverable amount of the asset is estimated and impairment is recognised. The recoverable amount is calculated annually on goodwill. The need for impairment is assessed at the level of cash-generating units. Research and development costs Research and development costs are recognised as expenses in the income statement. The recognised costs related to the development project started during the financial period amount to EUR 220 thousand (cumulatively EUR 1208 thousand). Other intangible assets Intangible assets with limited useful lives are recognised as expenses in the income statement and amortised on a straight line basis over their estimated useful lives. The amortisation periods are the following: • Know-how • ERP system • Other IT software 10 years 10 years 4 years Capitalised wages and salaries Direct wages and salaries related to the construction of the building have been capitalised and are amortised over the useful life of the building. Indirect wages and salaries have been transferred to income statement. Borrowing costs Borrowing costs are recognised as expenses in the financial statement, with the exception of acquisitions whose implementation lasts more than one year, in which case they are capitalised for the acquisition concerned. Government grants Inventories Inventories are measured at cost or net realisable value, whichever is lower. Acquisition cost is defined by applying the FIFO method. The acquisition cost of finished an unfinished goods consists of raw materials, variable costs and fixed costs. Biological assets The live animals owned by the Group are measured at a value that is close to the market price. Fattening animals with a useful life of 1-2 years and low sales value are recognised as annual costs. Financial assets and liabilities Financial assets The Group classifies its financial assets as follows: financial assets recognised at fair value in profit or loss, loans and other receivables, available-for-sale financial assets. The classification of financial assets takes place at initial recognition and depends on the purpose for which the financial asset are acquired. Financial assets recognised at fair value in profit or loss This category includes a basis swaps (non-hedging derivative), foreign currency derivatives and quoted shares. Financial assets recognised in other comprehensive income This category includes interest rate swaps for the purpose of hedging the loan portfolio. Loans and other receivables The financial assets included in this category are divided into current and non-current financial assets, non-current if they fall due after more than twelve months. Grants received as compensation for costs are recognised in the income statement at the same times as the expenses related to the target of the grant are recognised as expenses. These grants are presented in other operating income. The Group has not received investment subsidies during the financial period. Cash and cash equivalents Leases Financial liabilities include current and non-current liabilities, which may be interest-bearing or interest-free. Leases related to tangible assets in which a significant portion of the risks and rewards inherent to ownership are transferred to the Group are classified as finance leases. Assets acquired through finance leasing are amortised/depreciated over the their useful lives. Lease payments are apportioned between finance charges and reduction of liability during the lease period. Lease liabilities are included in interest-bearing liabilities. Leases where the lessor retains the risks of ownership are treated as operating leases. The lease payments made on the basis of these leases are recognised as expenses in the income statement. Cash and cash equivalents consist of cash and bank deposits. Used credit facility at closing date is recognised in interest-bearing liabilities. Financial liabilities Impairment of financial assets The Group assesses at each closing date whether there is an indication that financial assets may be impaired. Impairment loss on trade receivables is recognised if the estimate is that a trade receivable is lost. If the amount of impairment loss decreases during a future financial period and the decrease can be objectively considered to be related to an event that occurred after the recognition of the impairment loss, the loss is reversed in profit or loss. 55 56 FINANCIAL STATEMENTS Derivative instruments Derivative instruments are recognised at fair value. Profit or loss arising from measurement at fair value is recognised in accordance with purpose of use of the derivative instrument. When applicable, the Group has applied IAS 39 compliant hedge accounting and utilised a basis swap. Revenue recognition principles The net turnover includes revenue from the sale of products and services, raw materials and supplies, adjusted for indirect taxes, discounts given and exchange differences from foreign currency sales. Goods and services Revenue from the sale of goods is recognised as income when the risks and rewards inherent to the ownership of the sold goods have transferred to the buyer. Revenue from services is recognised when the service has been rendered. Interests and dividends Interest income and expenses are recognised in profit or loss over the current loan period. Received dividends are recognised as income when they are paid. Income taxes Tax expense in the income statement comprises taxes on taxable income for the financial period and deferred taxes. Tax expense is recognised in the income statement, except for items recognised direct in shareholders’ equity consisting mainly of derivative instruments in hedge accounting. Tax is adjusted for possible taxes related to previous financial periods. Deferred taxes are calculated on all temporary differences between the carrying amount and the taxable value. The largest temporary differences arise from the depreciation of property, plant & equipment and measurements at fair value made in connection with acquisitions. Deferred taxes are calculated using statutory tax rates enacted by the closing date. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary difference can be utilised. Operating profit IAS Standard 1 presentation of financial statements does not define the concept of operating profit. The Group has defined the concept as follows: Operating profit is the net amount obtained by adding other operating income to the net turnover, deducting purchase costs adjusted for change in inventories of finished and unfinished goods and costs of production for own use, and deducting employee benefits, depreciations & amortisations and possible impairment losses and other operating expenses. All other income statement items are presented below the operating profit. Accounting principles requiring management’s judgement The preparation of financial statements requires estimates and assumptions concerning the future. The end results may deviate from these estimates and assumptions. Critical judgements are also required in applying accounting principles. The estimates are based on the management’s best view at closing date. Possible changes in the estimates and assumptions are recognised in the financial period during which the estimate or assumption is adjusted and in the subsequent financial periods. In the Group, the key assumptions concerning the future and such key sources of uncertainty related to estimates at closing date as have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities in the next financial year are the following: Determination of the fair value of assets acquired through business combinations In significant business combinations, the Group has used an external advisor in the determination of the fair values of tangible and intangible assets. The determination of the fair value of intangible assets is based on estimates of expected cash flows from the assets. The Group management believes that the used estimates and assumptions are sufficiently exact for determining the fair value. Impairment testing The Group carries out annual impairment tests on goodwill and intangible assets with an indefinite useful life and estimates indications of impairment in accordance with the accounting principles described above. The recoverable amounts of the cash-generating units have been calculated on the basis of the value in use. These calculations require the use of estimates. Application of new or amended IFRS standards and IFRIC interpretations The application of the below standards and interpretations published by IASB will be obligatory in 2015. The Group has decided not to apply these standards to the financial period of 2014 and will adopt them in future financial periods. In 2015, the Group will adopt the following standards published by IASB: • IAS 19 Employee benefits. Annual improvements to IFRS standards 2010-2012 and 2011-2013. The Group interprets that the amendments will not have a significant impact on the future consolidated financial statements. FINANCIAL STATEMENTS 1. TANGIBLE ASSETS EUR 1000 Land areas Buildings Acquisition cost, 1 Jan. Increases Transfer between categories Exchange differences Decreases Acquisition cost, 31 Dec. 1 332 160 79 226 2 543 2 581 -84 2 009 82 257 71 532 5 844 560 -119 1 285 76 531 31 482 -18 1 895 3 860 33 429 43 179 -50 774 6 392 48 748 3 66 719 48 828 40 022 27 783 25 225 757 761 38 1 454 Accumulated depreciation and impairment, 1 Jan. Exchange differences Decreases Depreciation for the financial period Accumulated depreciation and impairment, 31 Dec. Revaluations, 31 Dec. Carrying amount, 31 Dec. 2014 Carrying amount, 31 Dec. 2013 1 454 1 332 Machinery Other tangible Acquisitions and equipassets in progress ment 1 416 65 6 1 475 3 247 518 -3 141 624 655 Total 156 753 9 129 -203 3 337 162 341 75 317 -68 2 671 10 318 82 896 624 14 432 79 446 81 772 Assets acquired through financial leasing are included in the “Machinery and equipment” category. The carrying amount of the assets amounted to EUR 5.9 million. 2. INTANGIBLE ASSETS EUR 1000 Acquisition cost, 1 Jan. Increases Transfer between categories Exchange differences Decreases Acquisition cost, 31 Dec. Intellectualproperty rights Group goodwill Advance payments Total 11 153 840 12 -20 33 11 952 23 419 1 000 220 -12 35 573 1 059 23 419 Accumulated amortisation and impairment, 1 Jan. Exchange differences Decreases Amortisation for the financial period Accumulated amortisation and impairment, 31 Dec. 4 297 -5 83 1 091 5 300 88 Carrying amount, 31 Dec. 2014 Carrying amount, 31 Dec. 2013 6 652 6 857 23 331 23 331 1 208 88 4 385 -5 83 1 091 5 388 1 208 1 000 3. INVESTMENTS IN ASSOCIATES Investments in associates, EUR 1000 At the beginning of financial period Share of the result for the financial period Increase At the end of financial period Associate Domicile Assets Liabilities Net turnover Result for the financial period Holding 2014 390 9 -20 33 36 579 399 2013 166 -4 228 390 Jeppo Biogas Ab Uusikaarlepyy 2014 8 099 6 584 1 166 41 22,5 % 2013 9 074 7 603 117 -17 22,5 % 31 191 31 188 57 58 FINANCIAL STATEMENTS 4. OTHER FINANCIAL ASSETS EUR 1000 Loans and other receivables (unquoted shares and holdings), EUR Total 2014 2013 157 157 229 229 5. LOANS AND OTHER RECEIVABLES EUR 1000 2014 2013 Financial assets recognised at fair value in profit or loss Non-current derivative instruments, not in hedge accounting Derivative instruments in hedge accounting Loan receivables from customers, EUR Other loan receivables, EUR Total 21 1 3 232 806 4 060 0 2 562 814 3 376 Recognised in Recognised in other income statecomprehensive ment income 31 Dec. 2014 6. DEFERRED TAX ASSETS AND LIABILITIES Changes in deferred taxes in 2014, EUR 1000 Deferred tax assets: Changes in fair value Other items Total Deferred tax liabilities: Changes in fair value Depreciation/amortisation differences Other items Total Changes in deferred taxes in 2013, EUR 1000 Deferred tax assets: Changes in fair value Other items Total Deferred tax liabilities: Changes in fair value Depreciation/amortisation differences Other items Total 1 Jan. 2014 770 29 799 142 -2 678 -352 -2 888 1 Jan. 2013 1 396 -314 1 083 0 -2 548 -116 -2 665 -15 871 -13 742 901 1 642 -34 -34 108 -3 208 -505 -3 606 Recognised in Recognised in other income statecomprehensive ment income 31 Dec. 2013 -530 -153 -684 0 343 -130 -236 -366 -626 770 29 799 143 143 142 -2 678 -352 -2 888 2014 2013 13 799 1 217 6 084 21 100 11 965 1 648 8 183 21 795 7. INVENTORIES EUR 1000 Materials and supplies Unfinished goods Finished goods Total FINANCIAL STATEMENTS 8. TRADE AND OTHER RECEIVABLES EUR 1000 Trade receivables Loan receivables Other receivables Prepaid expenses and accrued income Total 2014 25 448 195 353 1 021 27 018 2013 20 395 105 838 1 079 22 416 89 71 Total 27 107 22 488 Current receivables were distributed by currency as follows: EUR SEK DKK NOK NZD Total 2014 23 907 2 809 0 14 376 27 107 2013 19 267 2 824 30 12 354 22 488 2013 18 894 Credit losses Derivative instruments – in hedge accounting Financial assets recognised at fair value in profit or loss Derivative instruments – not in hedge accounting Age distribution of sales receivables and items recognised as credit losses: As per 31 Dec 2012 Not past due Past due Less than 7 days 7-14 days 15-21 days 22-45 days More than 45 days As per 31 Dec 2013 Not past due Past due Less than 7 days 7-14 days 15-21 days 22-45 days More than 45 days 403 216 215 296 371 20 395 2013 23 713 817 314 140 130 334 25 448 141 141 Credit losses 252 252 Net 2013 18 894 403 216 215 296 512 20 535 Net 2013 23 713 817 314 140 130 559 25 672 9. SECURITIES EUR 1000 Loans and other receivables Total 2014 2013 0 0 0 0 59 60 FINANCIAL STATEMENTS 10. CASH AND CASH EQUIVALENTS EUR 1000 2014 2013 Cash and bank deposits Total 8 191 8 191 4 407 4 407 11. SHAREHOLDERS’ EQUITY Outstanding shares A Shares B Shares 20142013 239 780 239 780 129 000 129 000 The number of parent company’s treasury shares on 31 December 2014 was 220. The acquisition of shares has no significant impact on the distribution of ownership and voting rights. Parent company’s distributable shareholders’ equity, EUR 1 000. 2014 2013 31 869 1 550 33 419 33 225 239 33 464 Dividend per share distributed for the financial period 2014 2013 Dividend/share, EUR Dividend distributed by parent company, EUR 1000 4,00 1 475 8,00 2 950 Retained earnings Profit for the financial period Total The Board of Directors has proposed to the Annual General Meeting to be held on 27 March 2015 that the dividend to be distributed is EUR 4 per share, total EUR 1 475 120. 12. INTEREST-BEARING LIABILITIES Non-current financial liabilities measured at amortised cost, EUR 1000 Loans from financial institutions Pension loans Financial lease liabilities Total Current financial liabilities measured at amortised cost, EUR 1000 2014 2013 45 965 53 116 2 644 48 609 2 772 55 888 2014 2013 Loans from financial institutions Pension loans Other liabilities Financial lease liabilities Total 30 340 14 385 2 021 1 252 33 613 5 805 1 555 21 745 Interest-bearing liabilities, total 82 223 77 633 Fixed-rate Floating-rate Average rate at the end of financial period 0% 100 % 1,41 % 0% 100 % 1,58 % FINANCIAL STATEMENTS 61 13. OTHER FINANCIAL LIABILITIES EUR 1000 2014 2013 Derivative instruments in hedge accounting 3 871 4 189 Trade payables Advances received Other liabilities Accrued expenses and deferred income Total 2014 17 915 581 1 911 8 832 29 239 2013 18 393 396 2 307 8 570 29 665 Current liabilities are distributed by currency as follows: EUR SEK GBP USD NOK DKK Total 2014 26 649 2 505 18 4 60 4 29 239 2013 26 855 2 552 17 2 165 74 29 665 14. TRADE AND OTHER PAYABLES Current financial liabilities measured at amortised cost, EUR 1000 The most significant items in accrued expenses and deferred income are personnel expenses and amortisation of debt interests. 15. OTHER CURRENT FINANCIAL LIABILITIES EUR 1000 2014 2013 Derivative instruments in hedge accounting 488 405 Financial liabilities recognised at fair value in profit or loss Derivative instruments – not in hedge accounting Total 488 37 442 16. BUSINESS ACQUISITIONS Financial period 2014 The Group has not made business acquisitions. Financial period 2013 The Group increased its holdings in the following companies: Acquisition of non-controlling interests Acquisition % Holding % Oy MUSH Ltd 16,0 97,3 Suomen Sianjalostus Oy 2,6 100,0 17. NET TURNOVER EUR 1000 Net turnover, goods Net turnover, services Total 2014 301 107 184 301 290 2013 284 640 116 284 756 62 FINANCIAL STATEMENTS 18. OTHER OPERATING INCOME EUR 1000 Rental income Gains from sale of fixed assets Income from completed work Profit from the staff restaurant (net) Other Total 2014 60 534 207 215 584 1 600 2013 46 90 144 507 510 1 297 2014 175 251 -1 902 3 204 176 554 2013 171 265 -4 668 2 959 169 556 2014 41 688 7 151 3 057 51 896 2013 39 188 6 443 2 903 48 534 2014 894 1 275 22 2013 19. USE OF MATERIALS AND SUPPLIES EUR 1000 Raw materials and supplies Change in inventories Purchased services Total 20. PERSONNEL EXPENSES Employee benefit expenses Wages and salaries Pension expenses Other indirect personnel expenses Total Man-years (FTE) Number of personnel at the end of the year* * of whom lease employees 21. DEPRECIATION, AMORTISATION AND IMPAIRMENT Depreciation/amortisation, EUR 1000 Property, plant and equipment Buildings Machinery and equipment Other tangible assets Total Intangible assets Intellectual property rights Total Depreciation/amortisation, total 2014 2013 3 929 6 433 66 10 428 3 376 6 156 66 9 597 1 035 1 035 817 817 11 463 10 415 2014 59 48 107 2013 53 83 135 22. OTHER OPERATING EXPENSES Remuneration of auditors, EUR 1000 Auditing fee Other fees Total FINANCIAL STATEMENTS 23. RESEARCH AND DEVELOPMENT COSTS EUR 1000 The income statement includes research and development costs recognised as expenses Total 2014 826 826 2013 732 732 2014 2013 92 76 283 541 2 515 12 10 707 2014 1 396 10 -19 1 213 2013 -1 341 -354 -1 480 -1 015 -656 -1 292 -99 -65 -3 339 -243 -54 -77 -3 337 Taxes in income statement, EUR 1000 Tax on taxable income for current financial period Tax from previous financial periods Deferred taxes Total 2014 -521 -1 169 353 2013 -657 6 -25 675 Reconciliation of taxes in the income statement with profit before taxes Profit before taxes 4 035 4 449 -807 -1 090 666 30 12 -39 -260 FINANCIAL INCOME AND EXPENSES Financial income, EUR 1000 Financial assets recognised at fair value in profit or loss Exchange rate gains Changes in fair value, increase Loans and other receivables Dividend income Interest income Derivative instruments in hedge accounting, income Exchange rate differences, gain Total Financial expenses, EUR 1000 Financial liabilities measured at amortised cost Interest expenses Other financial expenses Derivative instruments in hedge accounting, costs Financial assets recognised at fair value in profit or loss Losses from foreign currency translation Changes in fair value, decreases Exchange rate differences, loss Total 25. INCOME TAXES Taxes calculated using parent company’s tax rate of 20% (2013: 24.5 %) Impact of deferred taxes on the change in parent company’s tax rate from 24.5% to 20%. Different tax rates of foreign subsidiaries Impact of tax-free income Impact of non-deductible expenses Unrecognised deferred tax assets Use of previously unrecognised deferred tax assets Tax from previous financial periods Total 67 10 20 0 359 -2 353 6 675 63 64 FINANCIAL STATEMENTS FINANCIAL RISK MANAGEMENT T he Group’s financial department is in charge of financial risk management. The Business Area Directors and the financial department agree on the Group’s internal risk hedging. The aim of the Group’s financial risk management is to decrease the impacts of price fluctuations and other uncertainty factors on the result, balance sheet and cash flows and ensure sufficient liquidity. The main risks that affect financing are risks related to interest and exchange rates, credit and availability of raw materials. The Board of Directors maintains a sufficient hedging level against financial risks. Interest rate risk Interest rate risks are hedged through interest rate derivatives. At closing date, the Group’s derivative instruments against financial risks amounted to EUR 84.4 million (31 December 2013: EUR 70.0 million). The Group’s interest-bearing liabilities on 31 December 2014 stood at EUR 82.2 million (31 December 2013: EUR 77.6 million), of which the share of fixed-rate liabilities was EUR 0.2 million (31 December 2013: EUR 0.2 million), i.e. 0% (31 December 2013: 0%). The Group has also used a derivative instrument for temporary interest rate adjustment (basis swap). The value of the instrument at 31 December 2013 was EUR 3.1 million, but the contract expired in the financial period. This instrument is recognised in profit or loss, whereas other interest rate derivatives are recognised in other comprehensive income. IFRS 7 compliant sensitivity analysis of the interest rate risks of financial instruments The interest rate risk analysis is based on the following assumptions: A moderate and possible change of 1% in the interest rate level is used in the sensitivity test. It is calculated on the interest-bearing floating-rate net debt at closing date. Floating-rate net debt at 31 Dec. 2014 was EUR 82.0 million (31 December 2013: EUR 77.3 million). At the end of 2014, an increase of one percentage unit in the interest rate level would mean a decrease of EUR 0.0 million in the Group’s annual interest rate costs (2013: increase of EUR 0.3 million). Currency risk The Group’s operations are subject to transaction risks, on one hand, and to translation risks related to the foreign subsidiaries, on the other. Most of the Group’s transaction risks are related to foreign operations, exports of meat products and raw material purchases. These risks are hedged through currency derivatives. The hedging strategy requires that temporary, essential transaction risks are hedged, whereas long-run transaction risks and translation risks, except for Group’s internal loans, are not hedged. IFRS 7 compliant sensitivity analysis of the currency risks of financial instruments With the exception of each group company’s own functional currency, the sensitivity analysis of currencies is based on the financial instruments in the balance sheet at closing date and risks related to them. The foreign currency items that are not financial instruments, e.g. forecasted probable purchases or sales, are not included in the sensitivity analysis. 31 Dec. 2014 31 Dec. 2013 EUR 1000 SEK SEK Net position 5000 40 Impact of 5% rise in the currency rate on result before taxes -230 0 The moderate possible change in the currency rate anticipated in the sensitivity analysis is 5%. Liquidity and refinancing risk At the end of the financial period, the unused credit facilities amounted to EUR 9.4 million (31 Dec. 2013: EUR 4.8 million). At closing date, the average maturity of the Group’s loans was approximately 4.1 years. The maturity analysis (figures undiscounted) of financial liabilities and derivative instruments is shown in the below table. FINANCIAL STATEMENTS Maturity date analysis of financial liabilities EUR 1000 Loans Lease liability Derivative liabilities and assets Other liabilities Trade payables Total EUR 1000 Loans Lease liability Derivative liabilities and assets Other liabilities Trade payables Total Repayments Repayments Capital charges Repayments/charges Payments Payments < 1 year 30 340 1 250 1 770 12 385 17 915 63 659 Repayments Repayments Capital charges Repayments/charges Payments Payments < 1 year 14 385 1 243 1 681 12 009 18 393 47 711 Maturity date, 31 Dec. 2014 1-5 years > 5 years 38 333 9 082 2 647 2 589 0 43 569 9 082 Maturity date, 31 Dec. 2013 1-5 years > 5 years 43 054 15 483 2 674 410 2 949 1 48 678 15 894 Total 77 755 3 897 4 359 12 385 17 915 116 310 Total 72 923 4 327 4 631 12 009 18 393 112 283 Credit risk Raw material risk The credit risk is comparatively low as most of the products are sold to large retail chains. The financial department monitors the other credits, and collection measures are taken in cooperation with a collection agency. At the turn of the year, the Group hedged the price of electricity and oil for the next few years. Changes in the prices of meat raw materials are transferred to sales prices as efficiently as possible. Management of capital structure The long-term solvency ratio goal is 40%, but it may decrease temporarily when the Company makes large-scale investments and strategic acquisitions. 65 66 FINANCIAL STATEMENTS Carrying amounts of financial assets and liabilities by category EUR 1000 2014 Non-current assets Other financial assets Derivative instruments Non-current trade receivables Current assets Trade receivables Loan receivables Other receivables Prepaid expenses and accrued income Securities Derivative instruments Cash and cash equivalents Financial assets, total Non-current liabilities Interest-bearing liabilities Derivative instruments Current liabilities Interest-bearing liabilities Trade payables Other liabilities Prepaid expenses and accrued income Derivative instruments Financial liabilities, total EUR 1000 2013 Non-current assets Other financial assets Derivative instruments Non-current trade receivables Current assets Trade receivables Loan receivables Other receivables Prepaid expenses and accrued income Securities Derivative instruments Cash and cash equivalents Financial assets, total Non-current liabilities Interest-bearing liabilities Derivative instruments Other liabilities Current liabilities Interest-bearing liabilities Trade payables Other liabilities Prepaid expenses and accrued income Derivative instruments Financial liabilities, total Financial assets and liabilities recognised at fair value in profit Note or loss 4 5 5 8 8 8 8 9 8 10 Loans and other recei- Financial liabivables lities 157 4 039 157 21 4 039 25 448 195 353 1 021 25 448 195 353 1 021 31 213 89 8 191 39 514 21 1 89 110 12 13 48 609 12 14 14 14 15 33 613 17 915 2 491 8 832 111 461 Financial assets and liabilities recognised at fair value in profit Note or loss 4 5 5 8 8 8 8 9 8 10 Derivative instruments Balance in hedge sheet value, accounting total Loans and other recei- Financial liabivables lities 3 871 48 609 3 871 488 4 359 33 613 17 915 2 491 8 832 488 115 820 Derivative instruments Balance in hedge sheet value, accounting total 229 229 3 376 3 376 20 395 105 838 1 079 20 395 105 838 1 079 26 022 71 4 407 30 500 71 71 12 13 13 55 888 12 14 14 14 15 21 745 18 393 2 702 8 570 37 37 107 299 4 189 55 888 4 189 405 4 593 21 745 18 393 2 702 8 570 442 111 929 FINANCIAL STATEMENTS Derivative instruments EUR 1000 Derivative instruments, nominal values Currency derivatives - Currency forwards Interest rate derivatives - Interest rate swaps - Interest rate options Commodity derivatives - Oil forward contracts - Electricity forward contracts Derivative financial instruments, fair values Currency derivatives - Currency swaps - Currency forwards Interest rate derivatives - Interest rate swaps Commodity derivatives - Oil forward contracts - Electricity forward contracts Derivative instruments in hedge accounting Interest rate derivatives - Interest rate swaps Commodity derivatives - Oil forward contracts - Electricity forward contracts 2014 2013 5 151 3 960 83 575 69 991 3 094 1 200 3 285 1 600 3 699 2014 2014 2013 2013 Positive fair values Negative fair values Positive fair values Negative fair values 49 22 -14 -18 110 1 -3 818 -3 888 -9 -531 -44 -668 2014 2014 2013 2013 Nominal value Effective portion of fair values Nominal value Effective portion of fair values 83 575 -3 818 66 897 -3 882 1 200 3 285 -9 -530 1 600 3 699 -44 -668 The Group has entered into a contract on two interest rate currency swaps that accurately translate the value of the loan from a foreign currency to euro and interest rate to euribor rates. On 31 December 2014, the market value of these interest rate currency swaps was EUR 713 thousand (31 Dec. 2013: EUR 660 thousand). It is not included in the balance sheet as it will never be realised and the loan is recognised in euro. 67 68 FINANCIAL STATEMENTS CONTINGENT LIABILITIES EUR 1000 Contingent liabilities with lodged securities Debts to financial institutions (no securities) Debts to financial institutions (mortgages) Debts to financial institutions (pledges) Debts to financial institutions (mortgages and pledges) Pension loans (mortgages) Debts to suppliers (mortgages) Other debts (mortgages) Prepaid expenses and accrued income (mortgages and pledges) Contingent liabilities, other than debts (mortgages) Contingent liabilities with lodged securities, total Collateral given Property mortgages Enterprise mortgages Pledges Collateral given, total Contingent liabilities not presented in the balance sheet VAT obligation on property investments* Collateral for others Operational leasing Due in one year Due in 1-5 years Due in 5 years Operational leasing, total Contingent liabilities not presented in the balance sheet, total 2014 2013 310 76 493 2 179 239 70 740 3 094 21 23 12 824 91 516 13 324 87 180 50 003 33 589 6 742 90 334 50 003 33 989 7 666 91 657 6 918 7 332 316 1 231 1 444 802 1 055 2 675 1 856 9 593 9 504 *The Group may become subject to repayment obligation due to VAT deductions made previously on property investments if there is a change during the obligation period in the VAT taxability of the portion of the property utilisation that is subject to VAT. FINANCIAL STATEMENTS RELATED PARTY TRANSACTIONS Group companies Domicile Holding % Share of voting rights (%) Oy Snellman Ab, parent company Pietarsaari , Finland Snellmanin Lihanjalostus Oy Pietarsaari , Finland 100 100 Figen Oy Ilmajoki , Finland 100 100 S-Frost Oy Pietarsaari , Finland 100 100 Snellmanin Kokkikartano Oy Kerava, Finland 100 100 Carolines Kök AB Stockholm, Sweden 75 75 Icecool Oy Helsinki , Finland 75 75 Snellman Trading AB Stockholm, Sweden 75 75 Mr. Panini Oy Pori, Finland 100 100 Mr.Panini ApS Herlev, Denmark 100 100 Oy MUSH Ltd Pedersöre, Finland 97 97 MUSH Gmbh Hamburg, Germany 97 97 At closing date, the interest rate of the Group company loan stood at 3.4%. Associates Jeppo Biogas Ab Domicile Uusikaarlepyy, Finland Management remuneration, EUR 1000 Salaries and other short-term employee benefits Board of Directors’ fees Holding % 23 Share of voting rights (%) 23 2014 1294 90 2013 1 327 135 EVENTS AFTER CLOSING DATE The management of Group is not aware of any significant events after the closing date that would have an impact on the financial statements to be presented. 69 70 FINANCIAL STATEMENTS PARENT COMPANY’S BALANCE SHEET AND INCOME STATEMENT (FAS) BALANCE SHEET € 31 Dec. 2014 31 Dec. 2013 5 094 339,63 652 445,17 5 145 373,73 794 450,70 44 612 540,20 422 066,92 45 034 607,12 44 612 540,20 422 066,92 45 034 607,12 50 781 391,92 50 974 431,55 CURRENT ASSETS Non-current receivables Current receivables Cash and bank deposits 2 461829,20 83 623178,54 5 317 115,34 1 246 112,10 82 222 728,10 2 729 834,54 CURRENT ASSETS, TOTAL 91 402 123,08 86 198 674,74 142 183 515,00 137 173 106,29 SHAREHOLDERS’ EQUITY Share capital Retained earnings Profit for the financial period 627 300,00 31 868 884,72 1 550 429,92 627 300,00 33 224 957,98 239 046,74 SHAREHOLDERS’ EQUITY, TOTAL 34 046 614,64 34 091 304,72 ACCUMULATED FINANCIAL STATEMENT ITEMS 1 302 978,93 675 821,10 LIABILITIES Non-current liabilities Current liabilities 45 661 819,47 61 172 101,96 53 111 452,83 49 294 527,64 106 833 921,43 102 405 980,47 142 183 515,00 137 173 106,29 Assets NON-CURRENT ASSETS Intangible assets Tangible assets Investments Holdings in Group companies Other investments NON-CURRENT ASSETS, TOTAL Assets, total Shareholders’ equity and liabilities LIABILITIES, TOTAL Shareholders’ equity and liabilities, total FINANCIAL STATEMENTS INCOME STATEMENT 1 Jan. − 31 Dec. 2014 1 Jan. − 31 Dec. 2013 4 965 099,24 139 404,92 0,00 -2 507 849,61 -763 720,71 -2 213 972,14 4 271 347,85 246 327,68 0,00 -2 295 069,70 -607 426,51 -1 801 896,73 OPERATING RESULT -381 038,30 -186 717,41 Financial income and expenses 1 655 592,85 -847 603,25 RESULT BEFORE EXTRAORDINARY ITEMS 1 274 554,55 -1 034 320,66 900 000,00 2 076 016,16 2 174 554,55 1 041 695,50 -627 157,83 3 033,20 -675 821,10 -126 827,66 1 550 429,92 239 046,74 € NET TURNOVER Other operating income Materials and services Personnel expenses Depreciation, amortisation and impairment Other operating expenses Extraordinary items RESULT BEFORE APPROPRIATIONS AND TAXES Appropriations Income taxes RESULT FOR THE FINANCIAL PERIOD 71 72 FINANCIAL STATEMENTS AUDITOR’S REPORT TO THE ANNUAL GENERAL MEETING statements and the report of the Board of Directors. The pro- OF OY SNELLMAN AB cedures selected depend on the auditor’s judgment, includ- We have audited the accounting records, the financial state- ing the assessment of the risks of material misstatement, ments, the report of the Board of Directors, and the adminis- whether due to fraud or error. In making those risk assess- tration of Oy Snellman Ab for the period 1.1.2014 – 31.12.2014. ments, the auditor considers internal control relevant to the The financial statements comprise the consolidated state- entity’s preparation of financial statements and report of the ment of financial position, income statement, statement of Board of Directors that give a true and fair view in order to comprehensive income, statement of changes in equity and design audit procedures that are appropriate in the circum- statement of cash flows, and notes to the consolidated fi- stances, but not for the purpose of expressing an opinion on nancial statements, as well as the parent company’s balance the effectiveness of the company’s internal control. An audit sheet, income statement, cash flow statement and notes to also includes evaluating the appropriateness of accounting the financial statements. policies used and the reasonableness of accounting estimates made by management, as well as evaluating the over- RESPONSIBILITY OF THE BOARD OF DIRECTORS all presentation of the financial statements and the report of AND THE MANAGING DIRECTOR the Board of Directors. The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial state- We believe that the audit evidence we have obtained is suf- ments that give a true and fair view in accordance with In- ficient and appropriate to provide a basis for our audit opin- ternational Financial Reporting Standards (IFRS) as adopted ion. by the EU, as well as for the preparation of financial statements and the report of the Board of Directors that give a OPINION ON THE CONSOLIDATED FINANCIAL true and fair view in accordance with the laws and regula- STATEMENTS tions governing the preparation of the financial statements In our opinion, the consolidated financial statements give a and the report of the Board of Directors in Finland. The Board true and fair view of the financial position, financial perfor- of Directors is responsible for the appropriate arrangement mance, and cash flows of the group in accordance with In- of the control of the company’s accounts and finances, and ternational Financial Reporting Standards (IFRS) as adopted the Managing Director shall see to it that the accounts of the by the EU. company are in compliance with the law and that its financial affairs have been arranged in a reliable manner. OPINION ON THE COMPANY’S FINANCIAL STATEMENTS AND THE REPORT OF THE BOARD AUDITOR’S RESPONSIBILITY OF DIRECTORS Our responsibility is to express an opinion on the financial statements, on the consolidated financial statements and In our opinion, the financial statements and the report of the on the report of the Board of Directors based on our audit. Board of Directors give a true and fair view of both the con- The Auditing Act requires that we comply with the require- solidated and the parent company’s financial performance ments of professional ethics. We conducted our audit in and financial position in accordance with the laws and reg- accordance with good auditing practice in Finland. Good au- ulations governing the preparation of the financial state- diting practice requires that we plan and perform the audit ments and the report of the Board of Directors in Finland. to obtain reasonable assurance about whether the financial The information in the report of the Board of Directors is statements and the report of the Board of Directors are free consistent with the information in the financial statements. from material misstatement, and whether the members of the Board of Directors of the parent company and the Man- Pietarsaari, 19.3.2015 aging Director are guilty of an act or negligence which may Ernst & Young Oy result in liability in damages towards the company or have KHT auditor violated the Limited Liability Companies Act or the articles of association of the company. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial Kjell Berts Authorized Public Accountant FINANCIAL STATEMENTS SIGNATURES OF THE BOARD OF DIRECTORS AND CEO BOARD OF DIRECTORS’ REPORT AND FINANCIAL STATEMENTS Pietarsaari 19.3.2015 Martti VähäkangasPeter Fagerholm Chairman of the Board Erkki Järvinen Johanna Tidström Krister SnellmanOle Snellman Leena Laitinen CEO of the Snellman Group A report concerning the audit of the financial statements has been given today. Pietarsaari 19.3.2015 Kjell Berts Ernst & Young Oy KHT auditor 73 74 CORPORATE GOVERNANCE CORPORATE GOVERNANCE OF THE SNELLMAN GROUP 1. BACKGROUND AND APPLICABLE ing if required due to significant matters concerning the REGULATIONS Company. The notice and other practices are the same as in Oy Snellman Ab is a Finnish unlisted limited liability compa- the Annual General Meeting. ny. Its responsibilities and obligations are based on Finnish legislation. The Company’s domicile is Pietarsaari. The Snell- The agenda of Annual General Meeting contains matters pre- man Group consists of the parent company, Oy Snellman scribed in the Articles of Association and matters that the Ab, and its subsidiaries. In decision making, the Company Board of Directors submits to the meeting for decisions. The primarily complies with the Finnish Limited Liability Com- most significant matters that the Annual General Meeting panies Act and the Company’s Articles of Association. The shall deal with are the following: operations of the Company are also managed in accordance - Amendment of the Articles of Association with the statement issued by the Central Chamber of Com- - Decision on share issue merce of Finland in January 2006 (“Improving of Corporate - Approval of the Financial Statements Governance of Unlisted Companies”) and, where applicable, - Decision on increasing the share capital Corporate Governance Recommendation for Listed Compa- - Decision on the distribution of the Company’s assets, nies issued by HEX Plc, the Central Chamber of Commerce e.g. distribution of profit and decision on decreasing the of Finland and the Confederation of Finnish Industry and share capital Employers in December 2003. In the foreign subsidiaries, the - Decision on the number of Board members and their exceptions that the legislation and other rules and regula- remuneration tions in the country concerned require are taken into consid- - Election of the Board members eration in the Corporate Governance. - Election of the auditor 2. SHAREHOLDERS’ MEETING Minutes shall be prepared of each Shareholders’ Meeting. The highest power of decision is exercised by the sharehold- The decisions of the Annual General Meeting concerning ers of the Company in Shareholders’ Meetings. The highest nominations and the distribution of profit are published power of decision in operating activities lies with the Board in the next extensive Quarterly Report to be delivered to of Directors, under which the Group CEO (parent company’s the shareholders after the meeting. The decisions of Share- CEO) manages the operating activities of the Group compa- holder’s Meetings are reported in full in the minutes of the nies through the company organisation. meeting, a copy of which is delivered to the shareholders if requested. The Snellman Board of Directors convenes the Annual General Meeting. The notice of meeting shall be delivered to each Apart from the Group CEO, at least the Chairperson of the shareholder personally by email or by letter a minimum of Board of Directors shall attend a Shareholders’ Meeting. The seven (7) days before the meeting. Apart from the place and new Board candidates shall be invited to participate in the date, the notice shall list the matters to be dealt with in the Shareholders’ Meeting in which decisions are made on the meeting. A shareholder may authorise a proxy to participate election of Board members. in the meeting. A shareholder or his/her proxy has the right to have one aide with him/her in the meeting if necessary. In The Company’s auditors do not attend Shareholders’ Meet- principle, the Annual General Meeting takes place in March. ings, unless the agenda includes matters that require the at- In addition to the Annual General Meeting, the Board of Di- tendance of the auditors, or a minimum of two shareholders rectors may convene an Extraordinary Shareholders’ Meet- have requested that the auditors be present in the meeting. CORPORATE GOVERNANCE 3. BOARD OF DIRECTORS with the Limited Liability Companies Act. The duties of the The Snellman Board of Directors comprises a minimum of Board of Directors are also stated in the Standing Orders of four (4) and a maximum of seven (7) members. According to the parent company’s Board of Directors. the Articles of Association, the term of a Board member is one (1) year, starting at the end of the Shareholders’ Meet- According to the Standing Orders, the Board of Directors ing at which the election is conducted and terminating at shall always decide on matters that are important in terms the end of the following Annual General Meeting. The Board of finances and business operations or have significant long- of Directors submits a proposal for the composition of the term effects on the Company. Board of Directors to the Annual General Meeting, based on the preparation conducted by the Nomination Committee. The most important decisions of the Board of Directors in- The Annual General Meeting decides on the composition of clude the following: the Board of Directors. - Group and business area specific strategies - Corporate restructuring According to the Corporate Government Recommendation, - Company’s organisation the majority of the Board members shall be independent of - Investment decisions, financial and other contingent the Company. Independence of the Company is divided in liabilities full and partial independence. Fully independent members - Nominations of the CEO’s /Managing Directors of the do not hold shares in the Company and have no other rela- parent company and the subsidiaries tionship with the Company except Board membership. Ac- - Remuneration and incentive schemes concerning the cording to the Corporate Governance Recommendation, two senior management and the whole personnel of the Board members shall be fully independent. The Board - Changes in the brands of the Group and the business members who own shares in the Company but have no oth- areas, and decisions on new brands er relationship with the Company except Board membership are considered partially independent of the Company. The Board of Directors also deals with and approves the following: The Group CEO is not a Board member but prepares the mat- - Financial Statements ters to be submitted to the Board of Directors for decisions - Budgets and acts as the presenter in the Board meetings. - Annual reports - Operative organisation structures The Board of Directors elects Chairman and Deputy Chair- - Nomination and remuneration of the senior manage- man in the Board meeting following the Annual General ment Meeting. In electing the members of the Board, attention is - Nominations of the Group Management Team mem- paid to the independence requirements in such a way that bers the Chairperson of the Board of Directors is, in principle, partially independent of the Company as describe above The Board of Directors is also responsible for confirming the (no significant relationship with the Company except share- most important guidelines and policies defining the opera- holding). This goal is more significant if the Group CEO does tions of the Company, e.g. not hold shares in the Company. A person who holds an op- - Financing eratively responsible position in the Company may not be - Insurance elected Chairperson of the Board of Directors. A solution in - Risk management which both the Chairperson of the Board of Directors and the - Company values and related action plans Group CEO hold shares in the Company is not considered recommendable, either. No recommendations are set on the The Standing Orders of the Board of Directors include a de- election of the Deputy Chairperson. tailed description of the approval procedures as well as the duties of the Board of Directors and their implementation. The Board of Directors elects a secretary, who may be but is not required to be a Board member. The Board of Directors meets 6-8 times annually in accordance with a meeting schedule. In addition, the Board of The Board of Directors is responsible for the appropriate or- Directors holds an annual strategy meeting, in which it ganisation of the Company’s management, operations, ac- discusses the future plans and long-term strategies of the counting and the supervision of the finances in accordance Group. 75 76 CORPORATE GOVERNANCE The Chairperson of the Board is responsible for convening • Nominations of the personnel that reports direct to the the Board meetings and for the work in the meetings. Group CEO • Decisions in the Board meetings are always made by a sim- tion to the basic salary to the Group CEO and other exec- ple majority of votes. In the event of a tie, the decision of the Board of Directors shall be based on the vote of the Chairper- Incentive bonuses and other remuneration paid in addiutives • Statement on the remuneration systems concerning the son. This principle is also applied to the election of members whole personnel or part of the personnel that are being for the governing bodies. prepared in the Company before the Board of Directors makes a decision on them 4. COMMITTEES • Snellman has two committees. The committees meet when Statement to the Board of Directors on payable incentive bonuses necessary, convened by the Chairman of the committee concerned. 5. OWNERS’ COUNCIL In addition to the committees, the Board of Directors is sup- 4.1 NOMINATION COMMITTEE ported by the owner family through the following governing The Nomination Committee prepares proposals for Board body: The owners appoint members for the Owners’ Council member candidates, informs the Board of Directors of the from among themselves. candidates before the Annual General Meeting, and submits the proposal to the Annual General Meeting. The Commit- The Chairperson of the Board of Directors and the Group tee has no independent decision powers. The Committee CEO conduct informative and advisory discussions with the consists of a maximum of four (4) members. The Owners’ Council. The discussion may be related to the following sub- Council submits proposals for the members of the Nomina- jects: tion Committee, and the Annual General Meeting elects the • Tasks of the committees of the Company members and appoints Chairperson from among the mem- • Owner family’s long-term strategic intent bers. • Plans for significant changes that affect the Company’s structure The Nomination Committee assesses the independence of • Plans for significant corporate restructuring, acquisi- the Board members annually in accordance with the Corporate Governance Recommendation. tions or sales • Capitalisation of the Company or other measures that have a significant impact on the financial structure of the 4.2. NOMINATION AND REMUNERATION COMMITTEE Company • The Nomination and Remuneration Committee consists of three (3) Board members. The recommendation is that a minimum of two (2) of the members are fully independent of the Other significant changes in the operative or administrative activities that affect the ownership risk • Proposals for decisions submitted by the Board of Directors to Shareholders’ Meetings Company in accordance with the Corporate Governance Recommendation (See Section 3 Board of Directors). The Group CEO acts as presenter in the Nomination and Remuneration 6. MANAGEMENT OF SUBSIDIARIES Committee and prepares the minutes of its meetings but The Board of Directors of the parent company appoints the is not a member of the Committee. The Board of Directors Boards of Directors of the subsidiaries. The main policy is elects the members of the Nomination and Remuneration that the CEO of the subsidiary’s parent company is appoint- Committee from among its members for one year at a time. ed Chairperson of the subsidiary’s Board of Directors, and The Committee has no independent decision powers. that the Group CFO or another member of the operative management with close connection with the operations of The Nomination and Remuneration Committee prepares the subsidiary is appointed as a member of the subsidiary’s and submits the following matters to the Board of Directors Board of Directors. The Managing Director of a subsidiary is for decisions: not a Board member of the subsidiary unless he/she is a mi- • Nomination and dismissal of the Group CEO nority shareholder in the subsidiary. • Salary and other remuneration of the Group CEO and the personnel that reports direct to the Group CEO One of the most important tasks of the Boards of Directors of the subsidiaries is to ensure that the management, ac- CORPORATE GOVERNANCE counting and finances are organised appropriately within 7. PARTICIPATION IN THE OPERATIONS OF ASSO- the framework of the Group organisation and in compliance CIATES with the Limited Liability Companies Act. It may be in Snellman’s interests to hold minority shares in companies that support the operating activities of the The decisions of the subsidiaries concerning their strategies, Group. Snellman’s operative management represents the operating plans, investment, contingent liabilities and other Group on the Boards of Directors, Shareholders’ Meetings or decisions with long-term effects are submitted to the Board other governing bodies of the associates. The Group Manage- of Directors of the parent company as part of decisions that ment Team decides on the representation and the persons. affect the Group. Otherwise, the subsidiaries are managed by The representative to be elected from among the operative their Managing Directors and Management Teams, and the management shall be a person whose tasks are most related Group Management Team. to the operations of the associate. In the fully owned subsidiaries, the responsibilities of the Snellman’s representative in the associate informs Snell- Managing Directors are operative and they report to the man’s operative governing bodies or, if necessary, the Board Group CEO. Board level matters are dealt with by the Board of Directors on the developments in the associate. of Directors of the Group. The Board of a fully owned subsidiary is essentially subordinate to the Group Board of Di- If Snellman holds minority interest in an associate whose rectors. operations are not directly related to Snellman’s operating activities, Snellman’s Board of Directors decides on the level The responsibilities of the Managing Directors of subsidiar- of the Group’s representation in the associate concerned. ies with less than 100% Group ownership are operatively the same as those of the fully owned subsidiaries but include 8. GROUP CEO more work with the Board of Directors of the subsidiary The CEO of the Group’s parent company Oy Snellman Ab concerned. Board level decisions are first dealt with by the is also Group CEO, in which capacity he/she manages the Board of Directors of the subsidiary instead of submitting Group’s operation under the supervision of the parent com- them directly to the Board of Directors of the Group’s par- pany’s Board of Directors. The Board of Directors makes the ent company through the Group Management Team. The decision on the appointment or dismissal of the Group CEO Group’s Board of Directors decides on the decision making on the basis of the proposal prepared by the Nomination and processes of these subsidiaries annually. The Managing Di- Remuneration Committee. rectors of the subsidiaries prepare matters for decisions. In these Boards of Directors, the Group CEO is Chairperson or The main task of the Group CEO is to organise the Compa- a member. Minority shareholders are also represented in ny’s operating activities, management and finances in an these Boards. The Boards may also have external members efficient and reliable manner in accordance with the instruc- in a consultative role. tions and guidelines of the Board of Directors. The Group CEO reports to the Board of Directors and is responsible The Managing Director of a subsidiary reports to the Manag- for the business operations and the result, presentation of ing Director of the parent company that owns the subsidiary matters to the Board for decisions, implementation of the on the operations, result and implementation of the deci- Board’s decisions and ensuring the legality of the business sions in the subsidiary concerned. The Board of Directors of operations. the subsidiary in which the Managing Director of its parent company is Chairman of the Board or a member, is primarily The Business Area Directors and persons with managerial responsible for the legality of the business operations of the responsibilities in the parent company report to the Group subsidiary concerned. The main task of the Managing Direc- CEO. The Group CEO is assisted by the Group Management tor of a subsidiary is to organise the company’s operating Team. The Group CEO elects the members of the Manage- activities and management. ment Team and submits its composition to the parent company’s Board of Directors for approval. The finances of the subsidiary are managed by the parent company. The Board of Directors appoints a deputy for the Group CEO. 77 78 CORPORATE GOVERNANCE 9. GROUP MANAGEMENT TEAM 11.1. REMUNERATION AND INCENTIVE The Snellman Group has a Group Management Team. The SCHEMES Group CEO is Chairperson of the Team, and the parent com- The Company does not have an option scheme or an incen- pany’s Board of Directors appoints the members of the Team tive scheme in which the management is given treasury on the basis of the Group CEO’s proposal. The Group Man- shares. Instead, the Nomination and Remuneration Com- agement Team does not have powers that are based on law mittee of the Company prepares annually a suggestion on or the Articles of Association. The main task of the Group the remuneration of the executives as part of the remuner- Management Team is to deal with Group level development ation and incentive scheme of the whole personnel for deci- projects, principles and procedures. The Group Management sion to the Board of Directors. For the purpose of remunera- Team also deals with the long-terms strategies, business tion, the personnel is divided into appropriate groups. Each plans and result development of the Group and its business group has separate remuneration criteria. The maximum area based companies, as well as matters to be dealt with amounts paid may also vary between the groups. by the Snellman Board of Directors. The Team also participates in the preparation of the matters to be dealt with by Remuneration is always based on the remuneration prin- the Board of Directors. The Group Management Team holds ciples determined by the Group’s Board of Directors. The meeting monthly and when needed. payments are made after the end of the current remuneration period at the time when the Financial Statements are The members of the Group Management Team are not auto- completed. The Nomination and Remuneration Committee matically elected from among the organisation that reports deals with and the Board of Directors decides on all the pay- direct to the Group CEO. The size of the Group Management ment to be made. Team is kept small and each member of the Team has a clear area of responsibility that is significant for the strategic de- 11.2. BOARD MEMBERS’ FEES velopment of the Group. The Nomination Committee prepares and the Annual General Meeting decides annually on the fees of the Board mem- 10. BUSINESS AREAS bers. The Board of Directors is notified of the proposal before The operations of the Group take place through one or more the Annual General Meeting. All the fees are paid in cash. The business areas. Each business area is managed by a Business Company’s distributable shares are not given as payment for Area Director. When the juridical format of the business area work on the Board of Directors. The Board members are also is limited liability Company, the Business Area Director is compensated for travel and other similar costs. The day al- the Managing Director of the company, authorised by a Man- lowance payable for the Board meetings is based on the unit aging Director Contract. prices of the Finnish government travelling regulations. The responsibilities of the Managing Director are defined in 11.3. REMUNERATION OF THE GROUP CEO detail in Section 6, “Management of subsidiaries”. The Board of Directors confirms annually the salary and possible incentive bonus of the Group CEO, based on the pro- The decision powers and obligations of the business areas posal of the Nomination and Remuneration Committee. The are also defined in several instructions and guidelines con- Group CEO’s pension plan complies with the employment cerning Snellman’s operating activities. pension scheme. The Business Area Directors report to the Group CEO. 11.4. REMUNERATION OF THE OTHER EXECUTIVES 11. REMUNERATION The Managing Directors of the Group’s subsidiaries have The Group CEO and the Managing Directors of the subsidi- Management Director Contracts for an indefinite term. The aries have valid CEO/Managing Director Contracts. The other other executives have executive contracts or employment executives have executive contracts or employment con- contracts in compliance with the Employment Contract Act. tracts in compliance with the Employment Contract Act. The All the salaries and other remuneration of the personnel salaries and other remuneration of the Group CEO and the that reports direct to the Group CEO are dealt with by the personnel that reports direct to the Group CEO are submit- Nomination and Remuneration Committee and decided on ted to the Nomination and Remuneration Committee for by the Board of Directors. discussion and to the Board of Directors for decisions. CORPORATE GOVERNANCE 11.5. PENSION POLICY Due to the family company operating model, entrepreneur- The Group’s pension policy is mainly in compliance with the ship-oriented family and a wide insider group, the Company terms of the Employees Pensions Act. However, the Compa- has exceptional possibilities to carry on business operations ny has a few voluntary pension insurance agreements based within the insider group. This operating model provides on earlier decisions. The payment of these pension insur- clear advantages but may also pose risks concerning sensi- ance contributions are dealt with as part of the total salary of tive information about the Company. the person concerned. The voluntary pension contributions that the Company has paid shall, if necessary, be used for The Snellman Board of Directors has discussed the policy lowering the retirement age. The capital accrued in the fund concerning the employees’ participation in the operations cannot be withdrawn as additional salary. and work on the Boards of other companies and prepared relevant policy guidelines. If they wish, Snellman’s employees Any new pension insurance contributions payable by the may, with certain restrictions, carry on private business op- Company shall be approved by the Remuneration Commit- erations or hold positions of trust in other companies. Being tee. a member in another company’s Board of Directors requires permission from Snellman and it may not be in conflict or 12. INTERNAL CONTROL, RISK MANAGEMENT competition with Snellman’s interests. The work outside AND INTERNAL SUPERVISION Snellman may not interfere or affect the employee’s duties The Company does not have an internal control function that at Snellman. The above restrictions also apply to outside em- supervises the company’s financial operations. The Compa- ployment or activities as an independent entrepreneur. ny has an internal control programme that is reviewed by the Group’s Board of Directors annually, based on the pro- 14. AUDIT posal of the Group CEO. The Board of Directors decides on The auditor of the Company shall be an audit firm author- the contents of the programme and defines the services to ised by the Central Chamber of Commerce. The auditor is ap- be outsourced. These services also include the service out- pointed annually by the Annual General Meeting. The term sourced to an audit firm or another party that provides au- of the auditor ends at the closing of the first Annual General diting services. Meeting following his/her appointment. The Company has a risk management policy that the Board The main task of the auditor is to ascertain that the Financial of Directors approves on an annual basis. Internal control Statements give a true and fair view of the financial perfor- and supervision are mainly based on quality system com- mance of the Group and Group companies. The auditor sub- pliant activities. Each subsidiary has an appointed Quality mits an auditor’s report to the Annual General Meeting. The Manager, who has appropriate personnel reporting to him/ auditor also inspects the validity and legality of the Compa- her. ny’s management and operations. The auditor reports to the Board of Directors on his/her observations once a year. 13. INSIDER ADMINISTRATION Due to its unlisted nature, Snellman does not have an in- The Annual Report of the Company contains a statement on sider register or related guidelines. Instead, the Snellman the fees paid to the auditor during the financial period. Board of Directors and the Group Management Team are considered to be included in the permanent insider group 15. DIVIDEND DISTRIBUTION POLICY of the Company. At Snellman, being an insider is related to When the Board of Directors prepares a proposal for the dis- the confidential treatment of information concerning the tribution of dividends, it assesses the financial standing of preparation of projects in which publicity or the spreading of the Company primarily in view of the solidity and the result the information is detrimental or harmful for Snellman or its for the financial period as well as the future outlook and de- partner in the project. velopment of the solidity. In many cases, Snellman concludes a non-disclosure agree- The Company has a technical calculation formula for the de- ment with an external partner for the time the project in termination of the dividend. The distribution quota of the question is dealt with. These non-disclosure agreements shares is determined by means of the calculation formula on always bind the Snellman insiders without a separate agree- the basis of the interest item and the Company’s financial ment. position. The interest item is calculated from the mathematical value of the shares. The Board of Directors decides on the 79 80 CORPORATE GOVERNANCE interest item rate. The mathematical value of the shares is to a new holder. The Board of Directors shall decide with- based on the latest calculation performed by the Tax Author- in fourteen days of being notified of the transfer whether ity, adjusted for the situation in the financial period. the Company intends to redeem the share. The current shareholders shall be notified in writing of the transfer Based on its estimate and the technical calculation result, of the share to a new holder and whether the Company the Board of Directors prepares a proposal for the dividend intends to exercise its redemption right. If the Company distribution to be submitted to the Annual General Meeting. does not exercise its redemption right, the current shareholders who intend to exercise their redemption rights Before submitting the proposal for the distribution of divi- shall submit their redemption claims to the Board of Di- dends to the Annual General Meeting, the Chairperson of the rectors or the Group CEO. The claims shall be submitted Board of Directors informs the Owners’ Council of the factors within one month from receiving the notification of the that have influenced the proposal. share transfer. The Board of Directors shall issue a notification within one week from the above date, stating who 16. SHARE SERIES the share has been transferred to as well as what redemp- The Company has A and B Series shares, which only differ tion claims have been submitted and by whom. from each other as regards to the number of votes they give • If more than one shareholder submit a redemption to the holders. An A Series share gives the right to ten (10) claim, the shares shall be divided between them in pro- votes and a B Series share to one (1) vote at a Shareholders’ portion to their shareholding at the time of the transfer, Meeting. In accordance with the Limited Liability Companies and if the division is uneven, the remaining shares shall Act, the proposal that has been supported by more than half be distributed by lot. The redemption price shall be paid the votes cast shall constitute the decision of the meeting. within fourteen days from submitting the redemption According to the Limited Liability Companies Act, certain claim. matters, e.g. amendment of the Articles of Association and • Any disagreements concerning the redemption right or decision on a directed share issue, require a qualified ma- price shall be settled on the basis of a statement given on jority decision in relation to the number of shares and votes the matter by the auditor of the company. Any disputes carried by the shares. The Articles of Association contain a shall be solved through arbitration by an arbitrator ap- restriction concerning the redemption of shares transferred pointed by the auditor of the Company. The arbitration to direct line family descendants. costs are paid by the Company. • The Company may use distributable funds to purchase The Articles of Association contain a redemption clause, treasury shares. In this case, the redemption price is cal- according to which the Board of Directors submits a proposal for the redemption price of the shares to the Annual culated in the manner described above in Subsection 1. • The Articles of Association contain a restriction concern- General Meeting for a decision. The Articles of Association ing the redemption of A and B Series shares transferred do not contain a clause that restricts the share of a single to direct line family descendants. shareholder’s votes of the total number of cast votes. The parent company, Oy Snellman Ab, does not have shareholder The above clause shall be included in the share certificate or agreements, either. a provisional certificate. 17. DUTY OF REDEMPTION AND ACQUISITION 18. COMMUNICATIONS OF TREASURY SHARES Snellman issues a report on its result, operations and near When a share is transferred to a new holder, the Company future outlook every three months. This extensive Quarter- has a primary and the current shareholders a secondary re- ly Report is delivered by email or, at request, by mail to the demption right as follows: shareholders. A shorter version of the Quarterly Report is • When a share is redeemed, the price of the share is con- distributed internally to the personnel of the Company. The firmed at the weighted average of the net asset and yield Quarterly Report is not published on the Company’s Website value calculated by the auditors in the latest audit and or in public media. approved by the Board of Directors. The interest rate • used in calculating the yield value is the internal rate The Company publishes Financial Statements and Annual confirmed by the Board of Directors. Report for each financial period. The Financial Statements The Board of Directors of the Company or the Group CEO are distributed to the shareholders with the notice of the shall be notified immediately of the transfer of the share Annual General Meeting. The Annual Report is mailed to the CORPORATE GOVERNANCE shareholders within approximately one month after the An- cial Department and HR Department. The Company has is- nual General Meeting. The Annual Report is freely available, sued separate instructions on internal communications. and it can be ordered from the Company or accessed on the Company’s Website. 19. OWNERS’ GOVERNING BODIES In order to manage their interests in the Company, the own- The Company also publishes various publications meant ers have formed two governing bodies that are not subject for the personnel, customers, producers and shareholders. to the Limited Liability Companies Act: Family Council and These publications provide information on the Company’s Owners’ Council. financial position in view of the past and the present. 19.1. FAMILY COUNCIL The result and the development of the operations are mon- The Family Council promotes active ownership. The task of itored through various financial and operational reports. the Family Council is to commit the shareholders to their Monthly reports are only available to the operative organi- ownership. The Family Council has no rights of decision or sation and the Board of Directors. The organisation also pre- management concerning the operations of the Company. pares a brief monthly review that is distributed to the opera- The Family Council is convened by its Chairperson a few tive organisation and the Board of Directors. times per year. The Annual General Meeting may, based on the proposal of the Board of Directors, place funds from the Apart from operative information provided through organ- profit of the Company at the Family Council’s disposal to be isational channels, information on internal matters is dis- distributed as donations for charitable purposes or for ac- tributed at briefings conducted by the Group CEO or Busi- tivities that support the Company’s value base. The Family ness Area Directors / Managing Directors. Communications Council reports on the use of the funds to the Board of Direc- are based on the trustworthiness of the Snellman personnel, tors of the Company. and the personnel is always informed first of any major decisions and matters of importance. If necessary, the Family Council appoints committees that take care of donations, matters related to family ownership, The Group CEO is primarily responsible for external com- etc. munications. In external communications, the Group CEO is assisted by the Company’s Head of Communications. The 19.2. OWNERS’ COUNCIL Business Area Directors /Managing Directors are responsible The Owners’ Council monitors the operations of the Com- for external communications in their units. Information on pany and may, if necessary, express the general opinion of special issues, e.g., information related to marketing or pri- the owners when the Board of Directors wishes to base its mary production, is distributed through special professional decisions on the views of the owners of the Company. Sec- channels. The Company has issued separate instructions on tion 5 contains a description of the activities of the Owners’ external communications. Council. The Company has a Crisis Management Team. The Team is The Annual General Meeting decides on the principles ac- convened in crisis situations that are beyond the control of cording to which the members of the Owners’ council are the Company’s regular organisation. In crisis situations, the elected or elects them in the meeting. Crisis Management Team is responsible for both external and internal communications. The Team is chaired by the 20. EFFECTIVE DATE Group CEO. In crisis situations, the only person who has This “Corporate Governance of the Snellman Group” shall the right to give external communications, statements or enter into force, approved by the Board of Directors, on 1 Sep- interviews is the person appointed by the Chairperson of the tember 2008. After this date, the Board of Directors confirms Crisis Management Team. The Company has issued separate and approves amendments possibly made to it annually at instructions on crisis communications. the beginning of its term of office. The Group’s Head of Communications is responsible for planning and implementing internal communications in the Company. Information on the Financial Statements as well as matters related to the finances and the personnel of the Company is distributed in cooperation with the Finan- 81 GROUP FOOD SERVICE Oy Snellman Ab Kuusisaarentie 1 68600 Pietarsaari, Finland Tel. Fax Icecool Oy +3586 786 6111 +358 6 786 6104 [email protected] MEAT PROCESSING Jäspilänkatu 27 04250 Kerava, Finland Tel. Fax +358 9 5657 680 +358 9 5657 6868 www.icecool.fi [email protected] Snellmanin Lihanjalostus Oy Snellman Trading AB Kuusisaarentie 1 68600 Pietarsaari, Finland Tel. Fax +358 (0) 6 786 6111 +358 (0) 6 786 6104 Svärdvägen 11 C Tel. + 46 8 446 57 40 182 33 Danderyd, Sweden Myyntikonttori Jäspilänkatu 27 04250 Kerava, Finland Tel. Fax +358 9 77495 620 +358 9 2715 209 www.snellman.fi [email protected] [email protected] PANINI Mr. Panini Oy Figen Oy PL 319 60101 Seinäjoki, Finland Tel. Fax +358 6 424 1000 +358 6 424 1041 www.figen.fi [email protected] READY MEALS Snellmanin Kokkikartano Oy Jäspilänkatu 27 04250 Kerava, Finland Tel. Fax +358 9 77495 620 +358 9 2715 209 Jäspilänkatu 27 Tel. 04250 Kerava, Finland www.panini.fi www.mrpanini.se www.mrpanini.no +358 9 7749 5730 [email protected] [email protected] [email protected] PET FOOD Oy MUSH Ltd Meijeritie 4 68600 Pietarsaari, Finland Tel. +358 6 786 6111 [email protected] [email protected] Carolines Kök AB MUSH GmbH Svarvarvägen 4 B 132 38 Saltsjö-Boo Sweden Tel. Fax + 46 8 747 14 40 + 46 8 747 15 50 [email protected] Oberstrasse 88 DE-20149 Hamburg Germany [email protected] Pietarsaari Tuomikylä Ulvila Längelmäki Kerava Stockholm Hamburg
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