Sligro 2017, P. 116
Sligro 2017, P. 116
Sligro 2017, P. 116
€2.97
BILLION
NET
PROFIT
€81
MILLION
DIVIDEND
PER SHARE
€1.40
CONTENTS
3
Sligro Food Group and HEINEKEN: a beautiful partnership of two market leaders.
EMTÉ most
Market share
customer-friendly
Foodservice
supermarket
in the Netherlands
format in
24.4%
the Netherlands
5
into Sligro Food Group Belgium along with JAVA Food- HEINEKEN
service and our Sligro site under construction in Antwerp. In May 2017, we announced the proposed strategic partner-
ship between Sligro Food Group and HEINEKEN, includ-
We are still not satisfied with the extent to which we have ing the acquisition of HEINEKEN’s wholesale activities. We
been able to convert growth in 2017 into improvements in were able to announce that the partnership and acquisition
results. We will energetically tackle achieving cost efficien- have been completed, as planned in December 2017. Since
cy from increased economies of scale in 2018. December 2017, wholesale revenues have been consoli-
dated in the Group’s figures, our beer and cider deliveries
Integration and growth in Belgium, migration to a new IT turnover has been transferred to HEINEKEN and Sligro has
platform and restructuring our organisation to make it fit for started logistics services for HEINEKEN. A fine partnership
our domestic and international ambition will be the main between two market leaders with an initial term of 15 years.
themes for 2018, alongside the integration of HEINEKEN. During the past year, we made major preparations for start-
We will also be developing our cash-and-carry outlets and ing the integration and expect to complete the initial phase
the network into the role we see for them in our omni- during the first half of 2018. In 2018 we will also start the
channel foodservice proposition for the future. physical integration of the HEINEKEN activities in our infra-
structure. This is expected to take three to four years and
ISPC and Tintelingen to lead to a state-of-the-art delivery network using our new
We announced the acquisition of ISPC in Belgium in online ordering platform. The cost of the acquisition process
January 2017 and were able to announce that it had been meant that there was a negative contribution to profit for the
completed, as planned, in May 2017. ISPC has been consol- year. We expect a positive contribution in 2018.
idated into the Group’s figures since May 2017, and it had
a good year during which it made an immediate contribu- ZiN
tion to the group’s result. In due course, Ghent and Liège We now have more than a year’s experience with ZiN as
and the new outlets, including Antwerp, will operate under a physical environment, but also as an online presence
the Sligro-ISPC name. JAVA Foodservice will continue to focused on inspiring our professional customers. We have
operate autonomously under its own name in the Belgian welcomed over 15,000 visitors and trained more than 1,000
market with a specific focus on institutional and catering customers in several modules. ZiN is not, however, a static
customers. concept and is always developing. New courses are, and
concepts are being developed all the time for and with our
We announced the acquisition of Tintelingen in December customers and partners, with the aim of strong growth in
2016 and were able to announce that it had been com- the number of courses offered at ZiN in 2018 and above all
pleted, as planned, in July 2017. Tintelingen has been staying relevant to our customers and their development.
consolidated into the Group’s figures since July 2017.
Tintelingen again saw growth in sales in 2017 and also Online 3.0
contributed to the group’s results. There was energetic At the end of 2016, we started migrating our customers
co-operation with Sligro’s Christmas gifts team this year, from our old ordering platform, Slimis, to the new one. By
and this will only intensify as time goes on. now 79% of our customer base has moved to the new
Belgium
Acquisition Top 3 player
wholesaler ISPC
of Tintelingen foodservice
part of
completed in Belgium
Sligro Food Group
7
We have one sustainability policy for the Group. Our core the previous year and equal to the record profit in 2015.
themes, ambitions and targets, therefore, apply to all our We note, however, that this year we made a non-recur-
activities in the Netherlands and Belgium, although the ring book profit on the sale of our beer and cider delivery
approach and way they are structured may vary between turnover to HEINEKEN. Ignoring that book profit, the net
countries and business units. As in earlier years, we are profit was €74 million or an increase of 0.6% compared
providing an integrated report on our financial and sustain- with the previous year. Although we are satisfied by all
ability performance. The CSR section of the report refers the plans, we set in train and completed in 2017, not all
in some places to matters addressed elsewhere in this growth in sales has yet been sufficiently reflected in the
report or to the website. net profit.
748
CO2 reduction
Customer satisfaction: football clubs
target 2020
3 years in a row in the Netherlands
already realised:
great NPS Scores registered for
-20.1%!
‘Lekker Bezig’
Koen Slippens
CEO
The first
EMTÉ HEINEKEN
realises a strong distribution centre
fourth quarter converted
in Oss
9
KEY FIGURES1)
Result
Net sales 2,970 2,813
Ebitda 174 156
Ebita 123 112
Ebit 97 87
Profit for the year 81 73
Net cash flow from operating activities 172 153
Free cash flow 98 72
Proposed dividend 62 57
Employees
Year average (full-time equivalents) 6,741 6,571
Salaries, social security charges and pensions 289 272
Ratios
Year-on-year increase in sales % 5.6 5.4
Year-on-year increase in profit % 9.9 (9.1)
As percentage of sales:
Gross margin 23.4 22.9
Ebitda 5.9 5.6
Ebita 4.2 4.0
Ebit 3.3 3.1
Profit for the year 2.7 2.6
Return as % of average shareholders’ equity 12.6 11.9
Ebit as % of average net capital employed 13.4 13.5
Net interest-bearing debt/Ebitda as % 84.0 38.4
Shareholders’ equity as % of total equity and liabilities 48.3 51.6
x €1
Shareholders’ equity 14.80 14.29
Earnings 1.83 1.67
Proposed dividend 1.40 1.30
Year-end share price 39.85 33.08
1) Combined figures for Foodservice and Food Retail and, consequently, not reconcilable with the figures in the financial statements.
Sligro Food Group encompasses food retail we have participating interests in our Fresh Partners and
and foodservice companies that sell directly these serve both the Dutch and Belgian markets.
and indirectly to the entire food and beverages
market. The group is active in foodservice as a Our foodservice customers have the choice of around
wholesaler and in food retail as a wholesaler and 75,000 food and food-related non-food items. We also offer
retailer. a range of related services.
11
BBQ workshop in the ZiN Inspiration lab. We have received over 15,000 visitors and trained more than 1,000 customers
in a wide range of modules.
Financial calendar
Planned press releases will be published at 7.30 a.m.
21 March 2018 2017 Annual General Meeting at the company’s offices (10.30 a.m.)
23 March 2018 Ex-dividend date final dividend 2017
26 March 2018 Record date final dividend 2017
20 March 2019 2018 Annual General Meeting at the company’s offices (10.30 a.m.)
The company is based in Veghel and registered in the commercial register of the Chamber of
Commerce and Industry for East Brabant in Eindhoven under number 160.45.002.
13
In the past year, Van Hoeckel has entered into long-term agreements with various care organisations.
Sligro Food Group’s shares are traded on the The regular dividend proposed for 2017 is €1.10 per share,
Euronext Amsterdam N.V. stock exchange. Sligro which equates to a pay-out ratio of 60%. In addition, it is
Food Group is included in the AMX Index. proposed to pay a variable dividend of €0.30 per share,
thus bringing the total dividend for the year to €1.40 per
The issued and fully paid-up share capital at 30 Decem- share. An interim dividend of €0.50 per share was paid on
ber 2017 comprised 44,255,015 ordinary bearers shares 2 October 2017 and so the final dividend will be €0.90.
with a nominal value of €0.06 each, being a total of
€2,655,300.90. There were 43,965,415 shares in issue at In cash terms, a dividend totalling €1.35 per share was paid
year-end 2017, an increase of 85,000 on year-end 2016. in 2017, made up of the final dividend for 2016 of €0.85 and
The increase is attributable to the sale of shares that had the interim dividend for 2017 of €0.50.
been repurchased for the option plan. Earnings per share
are calculated on the basis of the average number of shares Sligro Food Group’s website (www.sligrofoodgroup.nl)
in issue, as explained on page 151. includes information on the Group, its shares, financial
position, press releases, Articles of Association, remuner-
Sligro Food Group aims to pay a dividend of approximately ation, directors’ shareholdings and share transactions and
60% of the profit after tax (excluding extraordinary items) corporate governance. This information is available in both
on a regular basis. A proposal may be made to declare a Dutch and English. Visitors can download annual reports
variable dividend, depending on the capital ratio and liquid- from this site and also subscribe to press releases.
ity position. The dividend is paid in two instalments, an
interim dividend in the second half of the year and a final
dividend after the Annual General Meeting.
MOVEMENTS IN SHARES
x 1,000 2017 2016 2015
Issued shares as at start of year 44,255 44,255 44,255
1) Included in the average number of shares in issue as from the date concerned.
15
KEY FIGURES PER SHARE
x€1 2017 2016 2015
High 41.70 35.85 39.25
TRANSACTION INFORMATION
2017 2016 2015
Total value of shares traded (x € million) 248 90 156
Volume traded (x 1,000) 6,558 2,689 4,519
Number of transactions (single counting) 70,807 24,831 40,140
These figures are based on information provided by Euronext Amsterdam. The month with the highest number of traded shares
in 2017 was October (0.9 million) and the month with the lowest number was February (0.3 million).
Disclosure must be made when a shareholding exceeds or falls below certain legally stipulated percentages. Since this can result
in double counting, the disclosures do not always provide a true picture of the actual number of free-float shares. Where possible,
this double counting has been corrected in the table below. 122,174 shares in the holding of Stichting Werknemersaandelen
Sligro Food Group are held by members of the Executive Board. These are itemised on page 136.
UK 4 5 4 5
USA 4 6 4 6
Other countries 2 1 2 1
Total 55 55 33 32 88 87
Market information has been used to estimate the geographical distribution of share capital at year-end 2017.
This information covers 88% of the capital in 2017 (2016: 87%).
€ 40
€ 30
€ 20
€ 10
€ 0
2013 2014 2015 2016 2017
€ 1.75
€ 1.50 ■ Earnings
■ Variable dividend
€ 1.25
■ Regular dividend
€ 1.00
€ 0.75
€ 0.50
€ 0.25
€ 0.00
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
17
From left to right K.M. Slippens, W.J.P. Strijbosch en R.W.A.J. van der Sluijs
Supervisory Board
F. Rijna, chairman (62)
Company Secretary
G.J.C.M. van der Veeken (56)
19
STRATEGY
IN OUTLINE
Sligro Food Group sells directly and indirectly to the entire The Belgian foodservice landscape is also very fragmented
food and beverages market, providing a comprehensive and the market is constantly changing. We are aiming for a
package of food and food-related non-food products and combination of organic growth and acquisitions to achieve a
services. Our business units focus primarily on a specific leading position in this foodservice market.
customer segment and each has its own clear profile in the
market. They are managed at Group level and supported by a For the time being, we will be focusing on these two
professional, efficient and fully-integrated back-office organ- countries. Once we have built a strong organisation with
isation. The various operations work very closely together to a physical and technical infrastructure in Belgium, we will
maximise the benefits from internal synergy. explore opportunities in other countries. Our international
expansion is focused entirely on foodservice, preferably in
The organisation is driven by our reputable, results-focused relatively smaller Western economies with a well-developed
and entrepreneurial culture, our ‘Green Blood’, which has its foodservice market.
key focus on customers and our shared passion for tasty,
good and honest food. Safeguarding and promoting this One of the ways in which we seek to be an attractive partner
particular culture, therefore, has our specific attention in a for our customers is by providing and facilitating excellent
steadily growing organisation. services and adding innovative concepts at competitive
prices. Our international growth strategy provides our staff
The Group operates in a competitive environment where with opportunities for personal development while giving
there is limited scope to translate cost increases into higher our suppliers the chance to increase their product sales and
selling prices. We absorb the impact of cost increases by introduce new product lines. Society as a whole benefits
constantly improving the efficiency of our operations, for from increasing levels of employment and the resultant rise
example by ensuring that our distribution, communications, in tax revenues. As a supplier of food products, we are fully
data and information systems are as effective as possible. aware of the importance of food safety. It goes without
saying that we regard complying with all external quality
To be sure of wielding sufficient purchasing power in the standards as a minimum performance level. In short, we
market, our food retail purchases are handled by the cooper- want to be a company that people like to do business with.
ative purchasing organisation Superunie, which has a share
of approximately 30% of the Dutch food retail sector. As We aim for profit growth that, on average, equals or outstrips
market leader, we handle much of our own foodservice our growth in sales. We can offer shareholders attractive
purchasing for both the Dutch and Belgian businesses. returns over the longer term by controlled exploitation of
the assets at our disposal. We aim to operate in a socially
We aim for average annual growth in like-for-like sales over responsible manner and we report our performance in this
an economic cycle of around 3%, assuming annual inflation area. For a listed family business such as ours, economic
of approximately 1.5%. We also intend, and expect, to grow and social gains go hand in hand.
through acquisitions, although such growth is, by its very
nature, less gradual than organic growth. Achieving our objectives will strengthen Sligro Food Group’s
independent position in the market, a position we intend to
Given the level of fragmentation that still exists in the Dutch retain in the longer term.
foodservice market, we think it is likely that acquisitions can
also be made in the coming years. As the benefits of an
acquisition have to be weighed against the complexity of
integration, we are looking mainly at relatively large players.
Strategic goals
■ Increase Group organic sales by an average of 3% per annum plus growth in sales
through acquisitions that meet our criteria.
■ Improve return through growth in sales, margin management and cost control.
■ Customers and suppliers see and experience Sligro Food Group as market leader in Good Food.
Strategic implementation
■ Renew operational performance by achieving break-through innovation in our processes and systems with external partners.
■ Make people keen to do business with Sligro Food Group thanks to our on-going results-focused, reputable and
entrepreneurial Green Blood culture in a growing organisation.
■ Continuously improve our existing formats, concepts and distribution channels in part by continually launching
innovative Good Food concepts for our customers.
■ Gain customers’ loyalty by supporting them in their day-to-day commercial and operational endeavours and
offering or facilitating new and existing high-quality services (in-house or by facilitating third-party services).
■ Attract customers using active, focused marketing and lowering barriers to entry for new customers.
■ Establish a more differentiated positioning for our customers by combining the professionalism that we can offer
through our critical mass with the character of a local partner: ‘growth by staying small’.
■ Implement projects and programmes effectively and efficiently by setting up a clear organisational and
accountability structure and a results-based management model.
■ Make Sligro Food Group ready for future international expansion by adapting processes, systems and organisational
structures accordingly.
■ Capitalise on internal synergies by intensive exchange of know-how among the Group’s activities.
■ While retaining our own identity for the commercial formats front of house, optimise synergy behind the scenes
by bundling non-distinctive processes and systems.
21
MARKET
AND MARKET APPROACH
The food market of many other players in the segments of outlets, suppliers
Sligro Food Group focuses on the market for food and and wholesalers) having long overstated growth in the
beverages. In the Netherlands, Sligro Food Group is active hospitality market by a considerable margin. The fact that
in all significant segments of the food market. This market in addition to the hospitality sector, the overall foodservice
comprises both the ‘out of home’, or foodservice, channel market includes the care segment, company catering,
and the ‘at home’, or food retail, channel. In Belgium, Sligro sports clubs and suchlike often serves to make comparisons
Food Group focuses solely on the foodservice market. difficult.
We are dependent directly or indirectly on consumer A recent CBS report indicates growth of some 7.0% (Q3:
spending on food. Economic indicators such as consumer 5.6%) for the hospitality sector in the first three quarters of
confidence and unemployment figures are, therefore, 2017 compared with 2016: for some time prices have risen
significant predictors of developments in our markets. faster than inflation (about 1.5% for the first three quarters
of 2017) and there is a volume component of some 4.5%.
An analysis of total consumer spending on food and
beverages in the Netherlands is presented in the diagrams FSIN puts foodservice growth in the Netherlands in 2017
on page 23. These have been taken from the 2018 at 4.1% with 4.2% for ‘classical hospitality’. FSIN finds
Foodservice Beleidsmonitor report compiled on behalf of that ‘convenience’, including fast-food, is growing at 5.3%.
the Dutch Foodservice Institute (FSIN), which provides an ‘Catering’ grew by 1.5%; this sector includes the health-
overview of the Dutch foodservice sector and developments care market, where we are now also seeing modest growth
in this market and also in relation to the food retail market. (2.5%) after years of contraction.
As the foodservice market is far less homogeneous than
the supermarket sector, figures for the former are less Foodservice Alliance estimated consumer spending in the
consistent and reliable than those available for the food Belgian foodservice market at €20.2 billion in 2016. No
retail sector. This is evident, for example, in the structural figures on market size measured by consumer spending are
differences between the market projections by FSIN and yet available for 2017.
Statistics Netherlands (CBS); the latter in our view (and that
€19,051 million
▲ €40,431 million
▲
+ 4.1% + 3.4%
€ 20,2 billion
23
Market approach gistic benefits on the one hand and, on the other, ensure a
The chart below shows which Group operating companies clear focus on the customer and the specific market in each
target the different segments of the food market. Although individual business unit.
activities focusing primarily on customers are performed
separately, and therefore with 100% focus, everything We are the foodservice market leader in the Netherlands with
is closely managed ‘behind the scenes’ from the centre, a market share of 24.4% (source: FSIN). In Belgium, we have
wherever possible. This synergy, in both Foodservice and already built a top-five position and a market share of 3.4%
Food Retail, is a means of differentiating ourselves from through JAVA Foodservice, ISPC and deliveries to Belgian
the competition while also promoting our learning ability foodservice customers from the Netherlands.
and achieving greater efficiency. Only where a centralised
approach is not possible or desirable do we use individual We only operate in food retail in the Netherlands, where we
systems and processes. In this way we maximise the syner- have a market share of 2.5% (source: IRI and Nielsen).
CENTRALISED DECENTRALISED
Centralised where possible decentralised where necessary
Netherlands Belgium
2 cash-and-carry outlets,
130 supermarkets and 2 distribution centres National network of 50 cash-and-carry outlets
1 delivery-service outlet in Flanders
in south and east of the Netherlands and 8 delivery-service outlets
and delivery from the Netherlands
Sligro Fresh Partners, specialised production facilities for convenience products (Culivers), fish (Smit Vis, Océan Marée) and
meat (EMTÉ), patisserie/home caterer (Maison Niels de Veye), professional kitchens (Bouter), Christmas gifts (Tintelingen) and
4 fresh-produce associates
Analysis of sales
Sligro Food Group focuses, directly or indirectly, on the food Foodservice customers in Belgium are currently being
and beverage appetites of consumers. In the Netherlands, served by the different formats. JAVA Foodservice custom-
consumer shopping is catered for on a self-service basis ers are served from the distribution centre in Rotselaar,
by the EMTÉ supermarkets whereas foodservice custom- where the new frozen food distribution centre has offered
ers in the Netherlands have the option of cash-and-carry or additional capacity since May 2017. ISPC customers can
delivery or a mix of the two. The cash-and-carry outlets are currently choose between cash-and-carry or delivery or a
typically used by smaller or secondary customers, possi- mix of the two from its outlets in Liège and Ghent and the
bly in response to promotions. Larger customers also visit specialist fish business Océan Marée in Brussels. As our
them for inspiration and information or because they prefer outlet in Antwerp is still under construction, Sligro custom-
to select their products themselves. The latter are often also ers are being served from the Netherlands. Sligro’s Belgian
foodservice customers who receive regular supplies from cash-and-carry customers are frequent visitors to our Dutch
a range of over 75,000 items held at our delivery-service cash-and-carry outlets close to the border.
locations. On average, 75% of delivery customers visit a
cash-and-carry outlet twice per month.
1) Delivery sales from the delivery centres in the Netherlands to customers in Belgium as well as sales to Belgian customers from close to the border
who buy supplies in the Dutch cash-and-carry outlets.
2) Discontinued operations.
In the next few years, we will apply the Dutch model when bution methods. Strong competition coupled with the avail-
adapting and extending the technical and physical infrastruc- ability and use of market data means that the Dutch food
ture in Belgium so that customers can be served from all retail market is more professional than the foodservice
the Belgian outlets. We will then operate as two commercial market. Our Foodservice organisation can learn a great deal
formats: JAVA Foodservice primarily for the institutional and from this. Food Retail in turn can learn a great deal from
catering market and Sligro-ISPC for the other segments in our Foodservice operation, as the market leader that prides
the market. itself on its service and customer loyalty, not to mention the
broadest range on the Dutch market. As explained on several
The sales and sales trends in countries where we operate occasions during 2017, we identified alternative strategic
are shown in the chart. The growth in Foodservice in the routes for our Food Retail activities. The extent to which we
Netherlands came entirely from delivery (like-for-like and can retain synergy from the various alternatives is a key crite-
through acquisitions). We expect that we will benefit most rion in our assessment.
from this part of the market in the next few years. We have
seen strength in revenue in Belgium as a result of a full year’s Although there are many cultural and preference differences
sales from JAVA Foodservice (compared with ten months in between the foodservice markets of the Netherlands and
2016) and the acquisition of ISPC. Both formats also gener- Belgium, we see many similarities and opportunities for
ated excellent organic growth in sales during 2017. synergy gains. We are already using our entire network to
serve many customers in both countries. We can, therefore,
Synergy make widespread use of the knowledge and skills of our
The following schematic shows the links and the synergy Dutch and Belgian employees in the organisation and we are
between the three channels. Instead of operating as a group pleased to see that there is great willingness to exchange
of businesses, Sligro Food Group is a single, integrated and deploy best practices in the two countries. Finally, there
business with overlapping types of customers and distri- are also synergies in purchasing and sourcing.
25
Our central distribution centre plays a key role in the efficiency tions what comes naturally to colleagues with more years
and effectiveness of logistics in the Group and helps us under their belt.
convert the critical mass that we create with different routes
to the market into cost benefits. Geographical proximity Our commercial systems and data can be used in all
means that the network can also be used for our foodservice channels, although we serve customers’ requirements in
activities in Belgium. The same applies for the central struc- markedly different ways in the different segments. We can,
ture and systems such that the departments and processes however, still make many improvements and learn from each
are structured, where this makes sense, so that they operate other in the various segments. The supporting technology
as a whole for the Group. In addition, this means that the and data management are now highly centralised and we will
best use is made of shared knowledge and synergies. The continue to make major investments in this in the next few
integrated back-office and related systems and data are a years as we expect that leadership in data management will
good example of how Foodservice and Food Retail can use be a crucial competitive factor in the future.
each others knowledge to improve insight and management.
27
Tastier, more personal, cheaper and more inspirational are the four pillars supporting Sligro 3.0.
the full year 2017 with 4.2% growth for ‘classical hospitality’
29
MARKET SHARES NETHERLANDS
Foodservice market places1) in % 2017 2016 2015
Sligro Food Group 24.4 24.0 23.6
Lekkerland 13.3 13.2 13.1
Bidfood 10.8 10.8 11.1
Hanos 7.8 7.6 7.5
Makro 5.5 5.9 6.3
Total other beverage wholesalers 13.1 13.3 13.4
Other Maxxam (VHC, Horesca, Topclass Groep) 6.1 6.1 6.0
Supertrade (Digross, Interkring, De Kweker, Huuskes) 4.7 4.7 5.1
Other 14.3 14.4 13.9
100 100 100
1) Source: Foodservice Beleidsmonitor 2018
The market shares are based purely on food sales to food €7.1 billion (growth of 2.4% compared with 2016), of which
service customers. FSIN makes its own estimates of the only €2.5 billion is currently purchased through foodservice
share of non-food and sales to non-foodservice market wholesalers.
customers (by its definition) in cash-and-carry. This
explains the difference between the market share figures The market is still very fragmented with about 160 food-
presented by FSIN and the Foodservice sales reported by service wholesalers and many suppliers that concentrate
Sligro Food Group. on one or a few specific product groups. The average
foodservice customer in Belgium still has more than nine
Once again this year, FSIN estimated the market shares suppliers.
of the wholesalers in the Netherlands. It bases them on
statements by the wholesalers, to the extent that they We see the fragmented landscape as an excellent opportu-
co-operate, and experts who know and study the market. nity for Sligro Food Group since we believe that our inclu-
Unfortunately, not all the wholesalers are equally transpar- sive concept combining cash-and-carry and delivery can
ent and so part of this information is based on FSIN’s own add something to the Belgian foodservice market. We want
calculations.
LOCATIONS
NES
TERSCHELLING-WEST
VLIELAND
LEEUWARDEN GRONINGEN
DRACHTEN
TEXEL
ASSEN
● Sligro cash-and-carry
EMMEN
● Sligro delivery service
ALKMAAR ■ Production facility
PURMEREND ZWOLLE ● Van Hoeckel
AMSTERDAM ALMERE ALMELO ● Bouter
HAARLEM
HILVERSUM DEVENTER
ENSCHEDE
● JAVA Foodservice
APELDOORN
AMERSFOORT
LEIDEN
UTRECHT ● ISPC
DEN HAAG ZOETERMEER
GOUDA NIEUWEGEIN
ARNHEM
● Océan Marée
BERKEL RODENRIJS DOETINCHEM
ROTTERDAM HOUTEN TIEL ● ZiN Inspiratielab
GORINCHEM
OSS
NIJMEGEN
■ Head office
’S-HERTOGENBOSCH ■ Central distribution centre
ETTEN-LEUR BREDA VEGHEL
TILBURG
ROOSENDAAL ● HEINEKEN distribution centre
GOES VENRAY
GILZE HELMOND
VLISSINGEN EINDHOVEN
BERGEN OP ZOOM
VENLO
SLUIS HULST
WEERT
TERNEUZEN ROERMOND
GENT
SITTARD
ROTSELAAR
BRUSSEL MAASTRICHT
HEERLEN
LUIK
31
modifications in the other four locations before we can handle ly. Our customers want more attention to creativity and
the large beer and cider volumes in particular. Within four innovation, and so these themes are prominent on our
years, our delivery network will consist of 8 state-of-the-art agenda for the coming years. As explained below, our ZiN
distribution centres and 2 Open Delivery Service sites. Inspiration lab will play a significant role in this.
In Belgium, we have set up our first distribution centre We also saw a strong improvement in the score for deliver-
with JAVA Foodservice to serve foodservice custom- ies to +27. The quality of the delivery process, our product
ers. We also serve customers in Belgium from the Dutch range and our drivers were rated very highly, and that is
distribution centres. After the first Sligro outlets open in a significant basis for the good rating. We see that our
Belgium, these distribution sales will be relocated. With customers are critical of our ordering process and that is
the acquisition of ISPC, we now also have two cash-and- partly due to the transfer to our new ordering platform. It
carry sites which also offer delivery. We want to create a always takes time to get used to something new of course,
network of cash-and-carry outlets and delivery locations but we accept that the stability and speed of our site is not
in Belgium in line with the Dutch model, which can serve yet at the intended level. We will continue to work on this.
all Belgian customers (Sligro-ISPC and JAVA Foodservice).
This will require further technical integration, and we will
introduce a new ERP landscape for Belgium as part of our
IT2020 project. Once that is in place, the network will be
able to operate as a whole as we have done for years in
the Netherlands.
External rating
Sligro wants to position itself as a partner for food profes-
sionals. We do this every time we come into contact with
our customers. We place the emphasis in the Foodservice
strategy on a superlative form of customer leadership. In
the end, it is the customer who decides how successful
we are in this. We not only examine our own performance
but also benchmark the result against our competitors.
2017 +33
2016 +29
2015 +35
2017 +27
2016 +18
2015 +23
33
SLIGRO 3.0 After its royal opening at the end of November 2016,
the ZiN Inspiration Lab made a flying start in 2017.
Sligro 3.0 is not a static concept but a format genera-
tion that is under continuous development in large and The curriculum is becoming more comprehensive and,
small steps. In 2017, a number of departments made as befits an inspiration lab, ZiN is renewing itself all the
format changes. The preparations for the first Belgian time. Training courses, workshops, awards, inspiration
Sligro-ISPC site in Antwerp have also brought innova- tours, receptions, customer events, commercial acade-
tive ideas, some of which are of interest in the Nether- my, “Hospitality check-ups”. In 2017, we received over
lands. Following conversion of the first small (Type I) 15,000 visitors to ZiN. We believe this is only the start
outlets to 3.0 in 2016, Tiel and Goes were successful- of an inspirational journey that will offer much to us and
ly converted in 2017. In addition, three larger Type III our customers.
outlets (including the completely new one in Purmer-
end) were moved to 3.0. Our vision
Tasty, good and honest food is increasingly important.
Sligro 3.0 goes further than the look of the cash-and-
carry outlets and covers the entire positioning of Sligro Our mission
in cash-and-carry and delivery where we address the We want to make tasty, good and honest food available
market in both the Netherlands and Belgium (where it to all Dutch food professionals and their customers.
is adjusted in line with local requirements and under the
Sligro-ISPC name). This can be seen in its steady roll- Our role
out and refinement in the cash-and-carry network but Sligro allows people to enjoy tasty, good and honest
also in the more focused and personal communications food by delivering excellent products and services
with our customers. to food professionals. We serve all segments of the
foodservice market. Our most distinctive feature is our
Tastier, more personal, cheaper and more inspirational people, who are close to our customers and help them
are the four pillars supporting Sligro 3.0 or as we call with solutions for perfect service for their customers
them the ‘four sides’ of Sligro. Our customers work long and guests. We help food professionals in all parts of
hours in an intensive industry, and there is not always their business that deal with the food and beverages
much time for inspiration and reflection. As market for customers, guests or employees. The professionals
leader in foodservice, we believe it is our business not can then concentrate on what they are good at - satisfy-
only to deliver properly to customers but also to gener- ing their guests.
ally play a role in saving them work, remembering their
profitability and innovation. This is fine work that also, Our strengths and opportunities
of course, gives us a great picture of current thinking in Sligro is a powerful leader in the Dutch foodservice
the market and among our customers. market and has grown faster than the market for many
Our culture, our Green Blood, is a real part of the DNA Logistics and staff deployment will also change con-
of our staff. Historically in the Netherlands but, gradu- siderably over the next few years. A single uniform
ally, more and more in Belgium. Our entrepreneur- approach to logistics is no longer appropriate given
ial approach, with passion and willingness to help the the major differences between urban distribution and
customer, makes the difference from top to bottom. deliveries to areas outside the large cities. Environ-
Growth by staying small. Authentic and with a lot of mental charges and safety will, of course, have a major
sound food knowledge on board. Customers can feel role in this. The available capacity and fitness of labour
and taste this. The culture plus a powerful back office in combination with later retirement are themes that
and a treasury of fine products in the range, fresh food require specific attention in our industry.
35
Sligro Online 3.0 We have been running ZiN for over a year now and working
The first version of our new ordering platform went live on ZiN online and off-line. The results for over 2017 were:
in November 2016, and 79% of our customers moved to ■ 43% of our customers know of ZiN
it in the past year. In the fourth quarter of 2017, we start- ■ 90,000 social impressions
ed guiding large customers with nationwide operations ■ more than 15,000 visitors from the food industry
towards the new platform. From second quarter of 2018, ■ over 100 training course at ZiN
we will gradually transfer HEINEKEN customers to the new ■ over 1,000 professionals trained
environment, and later in the year, we will also gradually ■ 58 partners in business
offer the ordering environment to our delivery customers in ■ 5 partner events
Belgium and cash-and-carry customers in the Netherlands
and Belgium. Our programme is in full swing. Eight new courses are
already in the pipeline, and other will certainly follow.
Our customers are positive about the ease of use of the We know from surveys and evaluations what we have to
search function, simple navigation and images displayed. improve, what programmes need to be extended and what
These are all big advances compared with the old system, elements will be dropped in 2018.
Slimis. Our customers are, however, critical of the speed of
our new platform. Although we have already paid this much Cash-and-carry
attention, we also believe that improvement is required. Our network of cash-and-carry outlets consists of 50 sites
A new release with improvements, guided by our own in the Netherlands and two in Belgium. In the Nether-
improvement agenda but even more by the needs of our lands, we have seen that the trend in the market has for
customers, is issued every three weeks. Speed, continuity years been increasingly towards delivery. And for years this
and security of the platform are themes we work on contin- has also generated our extra growth and outperformance
uously. The speed of the platform, 24/7 availability and of the market. The cash-and-carry locations are becoming
meeting major customer wishes are the major, priorities more significant and relevant in the role of a meeting place
for 2018 in the further development of our order platform. between our customers and our professional employees
but are experiencing pressure on sales, all the more since
ZiN we are continuously transferring customers from cash-and-
We have created an inspiration lab in a unique and inspir- carry to delivery. We see, however, that the sites that have
ing 3,000 m2 environment offering training, trend tours, been converted to 3.0 can keep up well with the market
seminars, events, commercial coaching, boot camps, high- as a whole. We believe in the omni-channel combination
quality market research and so much else to inspire our with a strong cash-and-carry network and an efficient deliv-
customers. We follow our customers’ careers: from a start- ery system behind an online environment for our custom-
ers’ academy through to business succession, and all stages ers. This means, however, that we have to structure these
of growth in between that require attention as customers channels critically and so be developing and experiment-
progress. We do this through management and develop- ing with the cash-and-carry of the future, while still making
ment courses, but there is also a focus on technical matters further conversions to 3.0. Consequently, the network is
such as catering techniques, product knowledge and barista not expected to expand further in the Netherlands but will
training. E-learning and online communities play a significant be optimised and may occupy less space. We are also think-
role alongside a physical presence in the inspiration lab. We ing about further smart integration of digital techniques in
want to encourage the sharing of knowledge, and so ZiN the outlets to combine physical and online sales. Greater
has many external training partners and, above all, incorpo- product range in less space in other words. The place of
rates the cognitive and creative power of our customers. cash-and-carry in the Supply Chain will be closely examined
After all, together we know much more than any individual. and in our opinion can facilitate part of the solution in the
keeping Dutch town centres accessible for delivery in a
sustainable way.
Delivery 60%
Growth in the Dutch Foodservice market comes predomi-
nantly from delivery. We have also seen the largest increas- 40%
es in sales in this channel, and this is expected to continue in
the next few years. There is great dynamism in this market 20%
where logistics providers and niche players as well as tradi-
tional wholesalers are defending their positions. We see 0%
new entrants from online retail channels who plan their 2013 2014 2015 2016 2017
routes to consumers by approaching specific customer
groups in the Foodservice market. Professional delivery
customers want greater and greater peace of mind in their
day-to-day processes and expect higher added value servic-
37
In Belgium, we currently have a delivery site in Rotse- dated into the Group’s figures since May 2017. ISPC is a
laar, which for the time being is working mainly for JAVA leading Belgian wholesale supplier to the hospitality sector
Foodservice. We also supply customers from ISPC’s cash- operating combined cash-and-carry and delivery outlets
and-carry outlets of in Ghent and Liège and to a relatively in Ghent and Liège. ISPC also has a fresh fish wholesale
small extent deliver to Sligro customers in Belgium from the business in Brussels. In 2016, ISPC posted net sales of €86
Dutch sites. We will develop a network of delivery outlets in million, generating that revenue with a workforce of 250.
Belgium over the next few years so that, as in the Nether- ISPC carries a splendid variety of items covering the entire
lands, customers can be served from both formats from product range, with particular emphasis on fresh produce.
all sites. As soon as the scale of deliveries in Belgium is ISPC is mainly active in serving the more upmarket hospi-
adequate, we will open a second delivery site in addition to tality sector, with supplies to the healthcare sector as a
the delivery distribution centre in Rotselaar. spin-off. ISPC was founded in 1966 and until recently was
one of the largest independent wholesalers in Belgium.
Acquisitions ISPC offers its customers a one-stop shopping service for
In addition to organic growth, we also want Foodservice to food and non-food items both as cash-and-carry (Ghent
grow through acquisitions. We still see scope for further and Liège) and delivery. Since 2014, ISPC has had its own
consolidation in the Netherlands and are well positioned fish specialist, Océan Marée in Brussels. ISPC and Sligro
to play a prominent role in this. We are being increasingly have similar activities in Belgium, and they will, therefore,
critical when setting added value (sales and returns) against be combined into one unit. In due course, Ghent and Liège
the complexity of integration. As a result, we are focusing and the new outlets, including Antwerp, will operate under
mainly on relatively large players or specialists. Our inter- the Sligro-ISPC name. JAVA Foodservice will continue to
national expansion concentrates entirely on foodservice, operate autonomously under its own name in the Belgian
and we are focusing primarily on Belgium. As we cannot market with a specific focus on institutional and catering
immediately integrate acquisitions in Belgium into a single customers.
logistics and IT platform, complexity increases with every
acquisition. Although we will be prominently involved in the Tintelingen
consolidation process, we will focus in parallel on creat- We announced the acquisition of Tintelingen in December
ing the necessary conditions for rapid integration. After 2016 and were able to announce that it had been complet-
this, it will be possible to pursue a more intensive acquisi- ed, as planned, in July 2017. Tintelingen has been consoli-
tion strategy in Belgium. The unique market conditions and dated into the Group’s figures since July 2017. Tintelingen
geographical proximity offer us opportunities to build up an specialises in the ‘select-your-own’ Christmas gifts and
autonomous position in Belgium that we can strengthen supplies businesses with physical or digital gifts to mark
through acquisitions. special occasions. Employees can receive a fully person-
alised gift card which they can use to place an order in a
We cannot set the pace on our own. Only a very few candi- personalised online shop. Tintelingen surprises the recipi-
dates have appeared on the market in recent years, and they ents with optimum gift concepts, giving the employer total
have to meet our criteria: peace of mind. Tintelingen is one of the largest Dutch provid-
■ first and foremost an appropriate customer base/mix that, ers of online, select-your-own Christmas gifts. Tintelingen is
when combined with our business, creates synergy; recognised in the market for its wide range of gifts, experi-
■ a culture that does not present an obstacle; ences, good causes, gift cards and a range of personalised
■ particular size or specialisation; special occasion offerings that changes every year and also
■ strengthening our presence at a regional or national level; guarantees its customers total peace of mind. Self-select-
■ acceptable in terms of market position and competition. ed Christmas gifts can be ordered from Tintelingen starting
with as few as ten recipients using a personalised gift card
The acquisitions of ISPC, Tintelingen and the HEINEKEN and online shop.
wholesale activities met these criteria.
Tintelingen generated sales of €9 million in 2016/2017
ISPC (non-calendar financial year Q2-16 to Q1-17) and has 11
We announced the acquisition of ISPC in Belgium in employees (FTEs). It organised over 250,000 gifts to mark
January 2017 and were able to announce that it had been special occasions. A significant proportion of its sales are
completed, as planned, in May 2017. ISPC has been consoli- made up of gift vouchers. Under IFRS, Sligro Food Group
Christmas gift specialist Tintelingen organised over 250,000 gifts to mark special occasions in the past year.
39
Thanks to the huge engagement of the shop staff, EMTÉ was named the most-costumer friendly supermarket in 2017.
Ebitda 26 25 and the CBS figures on the other, we estimate that inflation/
price accounts for around 2% of the growth and the rest is
Ebita 12 13
based on a volume increase. According to Gfk, the number of
Free cash flow 8 30 households and spending per household are rising.
Net capital employed 1) 103 105
chains that are ‘affiliated’ to them. These chains cover around Aldi/Lidl 16.5 16.6 16.6
80% of the total market. GfK bases its data on consumer Sligro Food Group 3)
2.5 2.6 2.7
surveys. In our eyes, GfK is a specialist in data in which the
Other 4) 20.8 20.9 21.0
link to consumer characteristics and profiles is of great impor-
100 100 100
tance. The scan data collected by IRI and Nielsen is much
more reliable for overall market figures, such as sales trends, 1) Source: Sales figures from the companies themselves.
market shares and ‘fair share’ positions (a format’s market Market definition according to Nielsen and IRI.
2) Taken over by Jumbo in 2012.
share in a particular product category), than the random 3) Member of Superunie purchase cooperative. Superunie members
sampling and individual consumer responses used by GfK. have a total market share of approximately 30%.
4) Almost all in the ‘other’ category are members of Superunie.
41
experimenting with home deliveries. Following a small dip host of product categories, products with a sustainable
owing to negative reporting on ready meals, we are now quality label are already the norm.
seeing the supermarkets committing to innovation in this
area and growth is picking up. Finally, the number of conve- Procurement market
nience stores is on the increase and blurring is leading to a The Dutch procurement market is supplied by five large
further amalgamation between consumer-driven foodservice purchasing organisations. These are Ahold, the Superunie
concepts and food retail. This desire for convenience and the purchasing cooperative (which represents the relatively small
move towards new solutions and concepts in response is players who are, however, regionally very strong), Jumbo and
putting pressure on the traditional supermarkets, which are Aldi and Lidl (Aldi and Lidl have a very high international share
unable to adapt to these trends. of the procurement market).
Consumers are clearly opting for greater enjoyment in their In 2017, the shares of the procurement market represented
food spending patterns. It is not only the culinary level that by the first three once again showed very little change, with
is improving, but also the focus on good, healthy and respon- Ahold at around 35%, Superunie about 30% and Jumbo a
sible eating has been a rising trend for years. It is a good thing relatively small figure of 19%. Superunie and its thirteen
that the various NGOs are ensuring that these themes stay members provide Dutch consumers with a wide choice
on the radar even though there is a need to put standards of supermarket formats, in contrast to the rest of Western
on a more professional footing and to refine and harmonise Europe, where around five large retailers dominate the
them. The share of product sales with a quality label is rising market in each country.
sharply as well as the share in the range, and in a whole
LOCATIONS
● EMTÉ 3.0
● EMTÉ 2.0
● EMTÉ 3.0 franchise
● EMTÉ 2.0 franchise
■ Head office
■ Central distribution centre
■ Retail distribution centre
● Production facility: Butchery
1) Including changes in the store portfolio during the year and VAT.
Branch network In early 2017, we were still benefitting from the growth of
At year-end 2017, we had over 130 EMTÉ supermarkets, of stores added in 2016, while in the course of 2017, we actually
which 34 were operated by independent retailers. Our market disposed of stores. These effects had a limited net impact
share represented by these supermarkets is 2.5%, but as the on our figures. If we break down the 0.2% identical growth
map shows, our stores are not spread evenly throughout the of consumer sales into 2.0 and 3.0, the 2.0 stores show flat
country and so our regional market shares are much higher growth (0.0%), whereas the 3.0 stores saw their identical
(between 5% and 10%). consumer sales grow by 0.8%. If we ignore the weeks that
the 3.0 stores were closed, annual growth was 2.3%.
Source: IRI
3.0 and the 2.0 formats and to promote sales.
NET SALES
Net sales Share of sales as %
x € million 2017 2016 2017 2016
Company-operated supermarkets 648 650 78 79
Independent retailers 180 177 22 21
Total 828 827 100 100
43
EMTÉ 3.0 Our vision
In recent years, we have been developing a new brand Good (healthy, high-quality and sustainable) and
strategy for EMTÉ in response to the question of how tasty food is becoming more important. This is a real
it can continue to generate growth in this challenging challenge for many families every day.
market.
Our mission
This was needed because we believed our format We have challenged ourselves to become ‘Simply the
was not sufficiently distinctive in the very competitive tastiest supermarket in the Netherlands’. Every day and
mid-market and as a result it was increasingly difficult for special occasions.
to keep up with growth in the market.
Our role
Our existing customer base was already very satisfied In a changing landscape, we see it as EMTÉ ‘s role to let
but is too small and is declining and so it is essential our customers enjoy good, tasty food. We are using the
to use new positioning to retain existing customers but synergies within Sligro Food Group more clearly than in
also mainly to attract new customer groups. The needs the past while remaining close to the needs and wishes
of our customers are also changing. They are increas- of EMTÉ ‘s customers. The focus is mainly on delicious
ingly opting for convenience, shopping more often and authentic everyday products including concepts
during the week and in smaller quantities and expect- such as tasty, healthy and sustainable. It is our job to
ing more inspiration and service from their supermar- help our customers to prepare good, varied and tasty
ket. Sustainable and responsible shopping is on the rise meals every day. For special occasions, but also during
and good, healthy food is generating a lot of interest. the week.
Customers have also become more aware of prices and
the price-quality ratio in recent years. While all chains Our strengths and opportunities
have regularly been shouting about the latter point, We know that EMTÉ has a strong fan-base among
distinctiveness with respect to quality, inspiration and its primary customers, as witnessed by the ratings in
innovation has actually declined in the recent past. the GfK Summer and Christmas Reports. This year,
Because EMTÉ works with its own branches and with We are strong in fresh produce but not yet in fruit and
franchises, we can decide which of the two options is vegetables. With our new format generation EMTÉ 3.0,
the best fit for a particular market area. In recent years, we are seeing, however, that we are taking real steps.
we have seen that both types of operation can work While fresh produce has performed well in this format,
alongside one another extremely well and that there we believe that we have made too many conces-
is no clear preference for one over the other. Over the sions in terms of traditional dry goods. As the format
past year, the number of franchise sites has risen to 34 has progressed, we have therefore introduced more
as a result of outlet changes. balance to fresh/convenience/culinary dry goods / tradi-
tional dry goods. This change has been well-received
All in all, these are fitting ingredients for the tastiest and is consequently being rolled out in all converted 3.0
supermarket in the Netherlands. EMTÉ is accessible, outlets.
our staff are friendly and EMTÉ is recognised for its
strong promotions. The synergy within Sligro Food The rise of online is continuing, and whether or not
Group and the purchasing power of Superunie and Sligro this can be made profitable, this will have an impact
Food Group offer a major basis to being a player in the on the supermarket landscape. This development and
competitive supermarket environment. Our EMTÉ 3.0 the lower growth in the market areas where EMTÉ
offering is greatly appreciated by our customers and in operates is causing problems.
our opinion (and in the opinion of many an “expert”),
is a genuinely unique response to many of the trends In 2017, we evaluated the 3.0 format and our position in
seen in the market. Food Retail. The outcome of our evaluation is explained
in more detail on page 48.
45
KEY FIGURES 2017
Personal
General offers
Saving
and redeeming
200,000 promotional
products Points Only sold
2017 +46
2016 +43
2015 +35
47
Evaluation of Food Retail at a definitive transaction for one or other of the scenarios
In the second quarter of 2017, we evaluated the EMTÉ 3.0 (partnership or sale). It is expected that this process will lead
format and examined our future in Food Retail. to a transaction for the Food Retail activities in the course of
2018. We emphasise that care will have priority over speed
The main conclusions from the evaluation of EMTÉ 3.0’s in this process.
performance were and remain that the format is much
appreciated by our customers, but that this has not trans- Our decision means that our Food Retail activities are classi-
lated sufficiently into sales growth. The optimisations imple- fied under IFRS as discontinued operations at year-end 2017
mented are, however, bearing fruit, but it is expected to take and have been recognised as such in the financial statements.
longer to achieve our business case objectives. Based on For our ultimate decision, we will always take the interests
this outcome of the evaluation, we suspended conversions of all our stakeholders into account as we arrive at a sound
to 3.0 for the rest of 2017 and have concentrated mainly solution. At this point, we want to express our great appreci-
on improving profitability and further optimisation of the ation and respect for all EMTÉ staff who, despite the uncer-
format. In 2018, we will continue to work along these lines, tainty in this phase, continue to work with passion in a way
and for the time being only sites planned for relocation will that is both fantastic and worthy of Sligro Food Group. A
be converted to 3.0. In the first quarter of 2018, no locations good fourth quarter for EMTÉ underlines their efforts!
will be converted based on this planning.
Spar
As well as evaluating our new format, we also considered our Our associate, Spar, in which we have a 45% interest,
future in Food Retail. The main conclusion is that an auton- has been working steadily on implementing its medium-
omous future is no longer the best strategy for our Food term plan. The market, especially in the specific segment
Retail activities to create long-term value. After all, it will where Spar operates, is stagnating and suffering from falling
be increasingly difficult to keep pace with a rapidly chang- volumes. On the other hand, demographic changes and a
ing market with a modest market share of approximately thinning out of stores in villages offers opportunities for the
2.5%. We consequently used the second half of 2017 to future. In addition, Spar is increasingly involved in developing
examine which alternative strategy would provide the great- and operating various convenience concepts at schools, city
est value for our Food Retail activities. We factored in to centres and petrol stations with businesses and partners.
our examination that the combination of Foodservice and As a shareholder, we support the path that Spar is taking
Food Retail offers us great synergy in many areas, which we and are confident that it will find the right balance between
estimate to be worth between €15 million and €20 million customer, business and shareholder returns. The recovery
annually for Sligro Food Group as a whole. In addition, the in the return of previous years also continued in 2017.
combination also generates more qualitative benefits for
the Group, such as a distinctive profile and learning ability
within the Group.
Goals
■ Position ourselves on the labour market as a reputable, enterprising, reliable and professional employer
that employees would like to work for.
■ Encourage relatively long-lasting service in key activities within the company in order to maximise the payback
from investments in training, corporate culture and commitment.
■ Uphold employees’ pride in Sligro Food Group through intensive communication and enabling them to share
in the Group’s success right across the organisation.
■ Create a modern, safe and inspiring working environment in which employees from different backgrounds
can all feel at home.
■ Encourage cooperation and partnership as a means of achieving targeted synergistic benefits for the Group.
■ Embed our culture, our ‘Green Blood’, right across our organisation through a structured programme to safeguard
enterprise and employee engagement in a constantly growing and increasingly international organisation.
■ Remain committed to an informal organisation where short lines of communication and reporting help to achieve
intelligent and rapid solutions in day-to-day activities.
■ Maintain and continue promoting customer-oriented and customer-friendly practices as the norm for all our employees.
■ Anticipate the challenges in the marketplace and our ambitions for the future through a group-wide quality drive
in the organisation.
■ Strive consistently to improve employees’ performance by providing structured and challenging opportunities
for training and management development.
■ Develop our organisation and management model consistent with the growth ambitions of the Group.
■ Facilitate sustainable employability of our employees taking account of our still relatively labour-intensive processes
and an ageing working population in the Netherlands and Belgium.
■ Forge links with schools and universities to exchange knowledge and experiences, so promoting access
to innovative ideas and talented people.
Corporate culture other hand, society is becoming more formalised, and more
Our distinctive culture and the standards and values embed- activities have to be arranged formally and legally. At the
ded in it are key pillars of our way of doing business. Corpo- same time, what we are witnessing in our own Sligro Food
rate culture is an abstract term, but at the same time, it is Group community in more remote areas of the business and
very real when you experience it. Our culture is not ‘regulat- among the younger generations with less experience is the
ed’ but is the logical corollary to the way in which we need to put things on a more formal footing.
work together over time. Our natural inclination is to keep
things informal; we are averse to status, have short, direct The challenge is to strike a balance between regulating
communication lines and build on trust. We have set out our formal matters, whilst holding on to our informal culture, but
standards and values in our code of conduct and monitor this is a challenge we are embracing.
compliance with the code as part of our culture. On the
51
Our entrepreneurialism has a socially responsible basis. Organisations are dependent on smart ICT applications, data
As a listed family business, this comes naturally to us. We management, a good and inspiring product range, a promo-
are well aware that we are part of a community and so are tions policy adapted to customers’ wishes, a smart supply
happy to account for our way of doing business. We do not chain and a surprising environment where they can shop.
see this as an obligation, however. We are happy to explain Some of these elements are, however, relatively easy to copy
what we do and how we do it and are proud of our work. and so by definition not permanently distinctive. Ultimately,
there is one single moment when the difference is made, and
In recent years, a number of employees have been taken that is the moment of genuine personal contact between our
on at strategic management levels. They first learn a lot employees and customers. This is not a trick that you can
about the ‘not-very corporate’ nature of our organisation. It teach people but is a natural outcome of our culture. Atten-
is very important for success to discover and understand tion to employees leads to the employees’ attention to both
what that means for operations and management at Sligro external and internal customers. Strength in Unity.
Food Group.
So, a culture in which we like to be a little defiant and encour-
At the tactical level, we are constantly working on further age people to have an opinion and to be approachable. We
strengthening our organisation so that we can properly regard a Healthy Belief in Ourselves as a strength of our organ-
interpret the ambitious, strategic plans, including the need isation, naturally, with respect for each other and for decisions
to speed up. made and agreed policy frameworks. A centrally managed
organisation can only be successful if it regularly takes stock
We are aiming for an open communication culture, address- at the operational level and knows what is going on. After all,
ing good and bad behaviour immediately, but with respect this is where there is a lot of knowledge of how the organi-
for the individual. We call this Consiously Direct. Our sation works and where customer contact takes place.
colleagues in Belgium are perfectly happy with this. Under-
standing each other’s way of speaking creates clarity. Every three years, we conduct an employee engagement
Language is a specific part of culture. survey, and we did so again in 2017. Results are widely shared
and discussed at department level. We are working on a
You have to have passion if you are dealing, directly or system that would also enable us to conduct interim, small-
indirectly, with tasty food and beverages every day and we scale satisfaction surveys. Our employee platform ‘bijSligro’
encourage this passion for food in many ways. This includes is an excellent tool for this. To establish the extent to which
via internal communication but also by organising small or our culture contributes to reducing the risks of inappropriate
large events - sometimes for more than 20,000 people, for behaviour, in 2017 we arranged for a culture scan or soft control
example, our Night of the Proms event or our fairs in the scan to be carried out in our Dutch business units. It was clear
Netherlands and Belgium. Our own staff always play an from these two surveys that our overall score is excellent, but
important role in these events. Pure Passionate Pride. also that our culture is not yet fully embedded among new
employees. This is a reason for us to take a more systematic
approach. We will focus more on our culture and our standards
and values during employee inductions and training courses to
embed them as widely as possible in our organisation.
53
We are working with them to find a sustainable response are multiple opportunities and possibilities, to keep our
to our staffing requirements, so that we can offer flexi- focus on what we feel is genuinely important and to cascade
ble workers who perform well and integrate a permanent this down the organisation. Organising and supporting work
employment contract and career opportunities. We are not in an international context also calls for different support
just asking for ‘more hands-on-deck’, as good planning and systems and data to manage operations. Over the next few
communication between us and our partners is a precondi- years, we will be working on introducing a new ICT system
tion. In 2018, we will introduce a new instrument for this. with the working title “IT 2020”. This necessary transi-
tion will be noticeable in all areas of our organisation. It is
We look critically at what types of activities this “DIY” not only systems that will work differently; the way work
approach covers. For activities that are not part of our core is organised will change as a result. The standard routine
activities, we will assess to what extent they influence our will have to make way for a new one. We will, therefore, be
core activities or our identity. If their influence is limited, focussing on a programme in which systematic change will
outsourcing them to specialised partners is sometimes a become everyday practice.
better solution.
Putting Sligro Food Group on an international footing requires
If we need temporary extra specialist know-how in specific a change of management structure. The starting point, which
areas, using partners is a much better approach than build- involves organising complexity centrally to optimise synergy
ing up that knowledge yourself. These forms of cooper- benefits will remain in force, but will have to be translated
ation are only set to increase in the future, and the skills into an international context. Over the next few years, we
needed to manage them properly will be further developed. will move towards a structure in which Group policy will be
formulated centrally from the Dutch head office and in which
Management model and countries will be given the freedom to develop policy locally
organisation method within a tightly defined context. A central back office struc-
We are convinced that our type of activities benefit from ture will, therefore, be established in each country based on
central management. This makes work repeatable and the international blueprint to support operational commercial
scalable. Strategy is set centrally and adopted at Board and formats in that country. We will continue to present our own
senior management level. A small tactical layer translates image to the customer, concentrating complexity and syner-
this into specific practices, and it is implemented locally. gy centrally behind the scenes, but we will do it at a national
This, of course, requires good knowledge of operations. level.
Information from the bottom of the organisation is vital in
this. It is essential that the people dealing with strategic The appointment of the new director of Sligro-ISPC Belgium
issues or making them operational know what is happen- means that the Belgian management is at full strength and
ing. By applying this organisational principle strictly, everyone we can build on the new structure in that country. At the
can concentrate on their own roles and do what they do well. end of 2017, we tidied up the legal structure as a result of all
the acquisitions and set it up in accordance with the future
In a steadily growing organisation, it is a given that we can model. This structure will take effect from 2018. We will be
continue to use this management model in this form, but moving to a structure based on two commercial formats:
that is our goal. The gap between strategic decision-making JAVA Foodservice and Sligro-ISPC, which will both be
and operational implementation is growing, and that calls supported by the central back office of Sligro Food Group
for a strong, tactical middle layer and clear communication Belgium in Rotselaar.
with appropriate targets and KPIs. We want to continue to
encourage the enterprising culture, but we also want to In 2018, a number of important steps will be taken towards
make a larger group of employees not just responsible for the integration of the HEINEKEN delivery activities in our
their efforts, but also more responsible for performance. delivery centres. In addition to focussing on the current
activities at the existing locations, this means merging
To make this happen, this year opted for a new approach to organisations, and therefore people. We are used to this
translate our strategic plan into the rest of the organisation: type of integration and are confident about the future. We
the OGSM model (Objectives - Goals - Strategies - Measures). are aware that HEINEKEN has its own strong and estab-
This model helps us to work more methodically and more lished culture. We will focus on this by having robust induc-
efficiently on our strategic plans and at a time when there tion processes in place to support the merger.
422 403
We carry out analyses to identify absenteeism trends and 6% 6%
where possible take measures to address working condi-
tions. In addition to a focus on health and safety, sustain-
able employability is an important theme. Just like society
452 291
as a whole, the Sligro Food Group workforce is ageing. This, 4% 4%
3,926 3,934
combined with the need to work for longer in a working 36% 36%
environment involving a lot of physical work, makes this Staff numbers Staff numbers
a serious challenge. During collective labour agreement 2017 2016
6,228 469 6,294 450
negotiations for the wholesale sector, it was agreed to 56% 4% 57% 3%
develop a number of initiatives in this area as a sector. This
is consistent with the previous sector theme of “Expeditie
Fit”. For employees who carry out less physically demand- ■ Foodservice NL
ing work, the fact that they will have to work longer is also ■ Foodservice BE
a challenge. New IT, new insights, new working methods ■ Food Retail
mean having to constantly adapt and always be willing to ■ Head Office
learn new things.
Our supermarkets employ lots of female part-time employ-
Technological solutions can help to mitigate physical work. ees and young people on parttime contracts. Partly owing to
Our sector is not leading the way on this, and we will have the nature of the work, most of the Foodservice workforce
to focus more on innovation both in the sector and in our is fulltime. Logistics work is usually performed by men, and
own organisation. therefore the composition of the workforce is different.
We are developing a number of programmes relating to The JAVA Foodservice workforce is similar to the workforce
physical wellbeing, mental wellbeing and working condi- in our delivery logistics operation. The workforce at ISPC is
tions allow people to work for longer. Furthermore, we are similar to our Sligro cash-and-carry outlets. In addition, in
developing employment contracts that combine reduced Belgium we have a small overhead of course, with one part
working hours with an acceptable loss of income. Working of ISPC and JAVA Foodservice already working together
for longer can only be achieved if the responsibility is shared and this will gradually become a joint overhead.
by employer and employee. However, given the legisla-
tion and regulation the government has introduced, it often In the supermarkets, the work is manual and service
appears to place responsibility unilaterally on the employer. oriented. Our cash-and-carry outlets require more specifi-
It is good to know that at sector level, employee representa- cally qualified staff to advise professional customers.
tives are indeed endorsing employee responsibility. Consequently, we have put together a more comprehensive
55
STAFF
BY CONTRACT GENDER
■ 2-12 hours p/w (auxiliary staff)
■ 12-36 hours p/w (parttime) ■ Female
>
_ 36 hours p/w (fulltime)
■ ■ Male
80% 80%
70% 70%
60% 60%
50% 50%
40% 40%
30% 30%
20% 20%
10% 10%
0% 0%
FS NL FR HK FS BE SFG FS NL FR HK FS BE SFG
AGE
50% ■ 10 - 20
45% ■ 20 - 30
■ 30 - 40
40%
■ 40 - 50
35% ■ 50 - 60
>
_ 60
■
30%
25%
20%
training package for Foodservice employees, which allows The type of work carried out at a head office is not gender-
employees to move through the ranks in their professional specific, but men are over-represented in this sector. This
area. is also the case with us. We are pleased that over time the
number of women in management positions has increased,
It is noticeable that the number of support positions in the which is also a consequence of the fact that more and more
head office is declining. Lots of administrative roles are disap- women are putting themselves forward for these roles.
pearing as a result of automation. Developing and managing We believe that this is a good development. For historical
processes requires a higher level of education. The work that reasons, the membership of the Executive Board is three
remains is often too complex to be automated. men, and this is unlikely to change as we prefer to work with
57
annually. As a result, it was decided some years ago digitise Pensions and pension fund
these processes further, and major steps have been taken. Sligro Food Group has its own company pension fund that
Following the introduction of a digital platform in 2016 called includes the employees in the Netherlands covered by the
‘bijSligro’, primarily an information and communication plat- wholesale sector collective labour agreement. We offer
form, modules have gradually been added for management a collective defined contribution scheme. The employer
self-service and employee self-service. contribution paid by the Group is the same as the charge
shown in the profit and loss account. The contribution for
As the platform is available on all devices and is location the employer and employee was fixed for five years on
independent, we also have a solution for staying in digital 1 January 2015. The pension landscape is changing all the
contact with all employees. time, and this is set out in a separate pension fund report.
Employment terms
and conditions
We are in line with the various industries on general employ-
ment terms and conditions. We do not want a company-
specific collective labour agreement as this would mean
having to build up a lot of in-house knowledge of employ-
ment terms and conditions and having to negotiate with the
trade unions, while this is done perfectly well at the industry
level. Furthermore, given the types of work we offer and
the type of organisation we are, there is no need for specific
employment terms and conditions.
59
Sligro delivery drivers use mobile on-board computers.
Our vision of CSR; how we operate In addition, in some cases, we make a distinction between
At Sligro Food Group, corporate social responsibility and our Foodservice and Food Retail activities owing to the size
commercial returns go hand in hand. For us, corporate of these activities.
social responsibility is a key element of professional and
sustainable business practice. That stems from the roots In Foodservice, Sligro is market leader in the Netherlands
of our family business, with its stock market listing. As a (approximately 24.4% market share), demanding that:
family business, you simply want to do the right thing by the ■ We encourage innovation
people who work for you and the wider world, now and with ■ We are open to experiment
a view to the future. It is part of our 'green blood' as it were. ■ We assume the role of value chain orchestrator
■ We seize upon sustainability initiatives
as a matter of course
We measure the added value of Sligro Food Group
by more than financial performance alone. As well In Food Retail, EMTÉ is a small player (2.5% market share).
as our financial results, issues relating to food (food A somewhat more modest and more practical role is there-
safety, health, availability), energy, the environment fore appropriate:
and society also play an important role for us. Cor- ■ We tend to follow rather than initiate,
porate social responsibility sits naturally in our inte- ■ except with respect to EMTÉ’s trump card:
grated business vision, whereby we create value at fresh produce
the economic (Profit), environmental (Planet) and
social (People) levels. With this in mind, we view the We have a presence in quite a few links of the food supply
OECD guidelines as a natural reference framework chain. Our production companies Smit Vis and Océan
for our corporate social responsibility policy. Marée process primary products; Culivers, Maison Niels de
Veye and EMTÉ Vleescentrale all produce on behalf of the
Group, and Sligro, JAVA Foodservice, ISPC and EMTÉ have
One business, one policy wholesale operations; and, with our EMTÉ supermarkets,
As a centrally managed organisation, we pursue a single we serve the end consumer. That makes the scope of our
sustainability policy for the Group. Our core themes, sustainability activities both wide and complex.
ambitions and targets accordingly apply to all our activities
in the Netherlands and in Belgium. There may be differences
in the direction and method we use to achieve this in each
country.
61
About this report that have major social relevance for Sligro Food Group. We
It is our practice to cover our financial and sustainability also added an ‘other’ category.
performances together in our annual report. This is the best ■ Health
match for our CSR vision, avoids many duplications and ■ Food waste
makes the report easy to read. In this section, we report on ■ Sustainable product range
the results achieved and the most significant developments ■ More efficient chains
in 2017 in relation to our core themes and the associated ■ Energy
goals. Our 'people issues' are described in the 'Organisa- ■ Other
tion and employees' section of this report. Specific sections
are also devoted to information and key figures relating to
the Group's organisation. This annual report covers the CORE THEMES
2017 calendar year. We publish current developments and
supporting case studies on our corporate website. We
FROM 2020 TO 2030
update this information throughout the year. People The Environment The product range
1. Health
The report has been compiled in accordance with the Global G1 G5
Reporting Initiative (GRI) G4 Guidelines Core level. The GRI G2 G6
table can be found on our website sligrofoodgroup.com/csr G3 G7
G4 G8 / VA4
level within their respective areas. The CSR Steering Group EK4
EK5
is chaired by the chairman of Sligro Food Group's Executive
EK6
Board. The CSR Steering Group met on seven occasions
5. Energy
in 2017. Progress towards our sustainability targets was a
E1
regular item on the agendas of the meetings of the Works
E2
Council, Executive Board and Supervisory Board in 2017 and E3
regular presentations on that subject were given at those 6. Others
meetings. O1
O2
From 2020 to 2030, with a higher O3
level of ambition O4
63
SUSTAINABLE DEVELOPMENT GOALS
8 of the 17 SDGs
are consistent
with our updated
sustainability policy
and our new goals
for 2030.
Stakeholder dialogue 2017, the media reported on the alternative use of these
Because sustainability is becoming more and more self- chargers, which contain laughing gas. They are used in the
evident, we are seeing more consultation and agreement party scene, and mainly by young people, because of the
between market players in the dialogue with stakehold- hallucinogenic effect of the laughing gas.
ers. In turn, these players consult deeper in the chain.
Because more and more NGOs are willing to take a wider
view of sustainability, we are talking with them to improve
the balance between economic and social and environ-
mental return. This is not only effective; together we are
making great strides. This is witnessed by the support of There is no legal framework for this. It is a legal product
the Cerrado Manifesto against deforestation. The support that we sell to companies. However, in terms of our social
offered by Dutch supermarkets follows a call from 60 responsibility and sales ethics, the situation is not quite
NGOs (including WWF, Greenpeace, The Nature Conser- so cut and dried. Knowledge institutes are not providing
vancy and Mighty Earth). In September 2017, they asked any clarity on the degree of harm caused and the poten-
businesses to take action against deforestation in crucial tial addictiveness. Looking at the company names of our
areas, such as the Cerrado. In this area in Brazil, soy is culti- largest customers of ‘whipped cream chargers’, our conclu-
vated alongside valuable forests and savannahs. The aim sion was that a relatively large share of the volume does
is to take action and to ensure that the soy and beef chain not reach the hospitality sector. This is intended for resale,
of the participating businesses does not contribute to the as a just for fun party product. A specific sales circuit has
further deforestation and conversion of natural vegetation arisen in which chargers are offered, varying from the
in this area. In October, 23 businesses took the initiative to standard retail trade (stores with late opening and 24-hour
support the Manifesto. We have also joined this group as opening), hospitality delivery services to internet shops.
part of the Dutch Food Retail Association (CBL).
We do not want to promote improper use and nor do we
Dilemmas and considerations want to facilitate resale. We felt that in our role as market
Laughing gas and the price of ethics leader, and based on the above knowledge, we should be
We monitor our sales, including against the backdrop of proactive about introducing a policy to limit sales and to
what is happening in society. In the hospitality sector, implement it in practice. Since March 2017, we have there-
so-called ‘whipped cream chargers’ are widely used fore reserved the right to refuse a sale if we have doubts
to prepare whipped cream and mousses, among other about how the chargers are to be used or the nature of any
dishes. It is sold at our wholesalers for this purpose. In resale and we have amended our promotions policy.
TRANSPARENCY BENCHMARK
2017 2016 2015 2014 2013 2012
Score 131/200 131/200 112/200 120/200 138/200 99/200
Overall ranking 106/505 98/483 112/461 100/409 97/500 124/500
Materiality analysis
There are three core themes to our CSR policy, covering the
areas in which our major opportunities and challenges lie and
for which we bear the greatest and most obvious responsi-
bilities for reporting in the chain: people, the environment
and our product range. We have formulated qualitative and
quantitative ambitions for each of these themes.
65
Ambitions, goals and management External and independent polling of employee satisfaction
approach for each core theme says something about your general image as an employer.
Despite the fact that such surveys are often limited in scope,
Core theme ‘People’ the fact that they are independent is welcome, especially if
your score is good each year and is among the best in the
Goal Netherlands. The unique character of our company means
We want to offer our employees and their families a challeng- that evaluating the results relating to 'employees and organ-
ing, inspiring and safe working environment. We want to play isation' against a market benchmark and deducing target
an active and responsible role in the community in which we figures from this is quite tricky. We are at the same time a
are directly or indirectly involved. supermarket company and a provider of logistics services
Respect for all stakeholders is part of our CSR policy. One way and a production company and a food wholesaler and a head
in which this respect is expressed is in transparent communi- office with a large group of highly educated staff. There is no
cation with customers, about products and also about resolv- comparable company in the Netherlands and Belgium. That
ing problems. Customer satisfaction for us is a measure of the is why we attach so much importance to a narrative report
extent to which customers perceive Sligro as treating custom- that is supported by figures.
ers well. We have therefore set ourselves the goal of improving
our Net Promoter Score (NPS). Collaboration between EMTÉ and
‘Emma at Work’
Our employees Emma at Work helps talented, motivated young people
between 15 and 30 years of age with a physical impedi-
Definition and delineation ment or chronic illness to find work. Emma at Work has its
Our employees and their families roots in the Emma Children’s Hospital/AMC, with the hospi-
When considering our employees, we obviously also appre- tal wanting to offer social care to young people in addition
ciate that they have a private life as well. In day-to-day opera- to medical care. EMTÉ also believes it is important to be
tions, for example, in the organisation of the work, we allow able to help people who are not engaged with the employ-
for a proper work-life balance, but we also take account of ment market into work and has launched a collaboration
families in exceptional circumstances. with Emma at Work. We started this initiative in 2017 at an
Importance EMTÉ branch in Ede.
We are acutely aware that the way in which we organise the
work, how we manage the business by setting KPIs instead
of simply setting budgets and therefore the way in which
our staff work are anchored in our 'Green Blood' culture.
Our corporate culture is, we believe, the most robust and
durable special success factor of our business.
Approach
Because of the importance and the reach of this aspect, we
devote a separate section of this report to 'organisation and
employees'. Starting on page 51 you can read all about our
approach and our results.
Evaluation
Working solely with target figures is not appropriate for
our process-managed organisation. Naturally, however,
we report by publishing personal key figures. We attach a
great deal of importance to the three-yearly job satisfaction
survey that was held again in 2017. Each quarter the Execu-
tive Board discusses the most important staffing numbers,
and the latest figures for sickness absence and any industrial
accidents are explicitly considered. Once a year we evaluate
the top 100 senior staff in our company and measure the Noraly van Hemert works five hours a week on the tills
number and the results of the performance interviews. at EMTÉ Ede Stadspoort via ‘Emma at Work’.
Definition and delineation In 2017, we worked in a structured way with the Liliane
Our society is made up of groups of people who form a Fonds, Spieren voor Spieren, Villa Pardoes, Verwenzorg,
social unit and who live, work, play and stay in the villages DoSocial and the Voedselbank.
and towns and cities in the Netherlands and Belgium where
Sligro Food Group operates.
Importance
Our presence in a local, regional or national community
automatically means that we form part of that community
and therefore not only have a functional role, for example
as employer, but also bear a responsibility for the surround-
ings in which people live and the way in which activities can
contribute to the quality of the community as a whole. For
example, our supermarkets are not just distribution points
for the food we eat every day, but also have an important
social role.
Approach
We have made a conscious decision to lend our long-term
support to a number of specific social/societal, people-
orientated activities or good causes, in order to prevent the
resources earmarked for this purpose from being diluted
across a whole range and variety of projects. Those resources
may take the form of money, goods, services or a combina-
Disabled children living in poor countries such as Sri Lanka
tion of these things.
often do not have the same opportunities as other children.
Sponsorship is about making choices, conscious choices. Sligro and the Liliane Fonds are tackling this problem
Sponsorship is not a mere paper exercise; it should make a with a local tea producer. Employees are supported with
real contribution to our business, marketing and sustainabil- the care for their disabled child.
ity targets. This is why in all our sponsorship projects, we
aim to forge a close relationship with the beneficiary or the DoSocial
organisation of an event based on mutual equivalence. We Van Hoeckel is one of the initiators and directors of
try and implement our choices nationwide where possible. DoSocial, a chain of companies and organisations that join
Local customs and traditions, however, can be so strong forces based on social engagement to improve the welfare
that our presence or participation is desired. In these cases, of vulnerable older people on a long-term basis. DoSocial
we make the conscious decision to depart from our national offers scalable, welcoming solutions with a focus on local
policy. Our detailed sponsorship policy can be found on our enterprise. The aim is to see more laughing faces and to
corporate website. curb loneliness by creating valuable contacts. DoSocial
invests in time, resources and expertise.
67
Core theme ‘The environment’ Evaluation
The six-monthly CO2 emissions reports are evaluated by the
We aim to play a pioneering role, in which our respect for person with responsibility for CO2 emissions and are then
the environment drives us constantly to undertake bold but discussed with the Executive Board. An annual progress
sensible innovation, keeping social and economic returns in report is published as part of the annual report, including an
balance while remaining aware of our stewardship respon- explanation of the figures.
sibilities.
Our active policy has resulted un us reaching our CO2 reduc-
We calculate our CO2 emissions to measure the success tion target for 2020 in 2017. The expansion of our activities in
of our efforts. To relate our CO2 emissions to the growth of Belgium in 2017 and the addition of ‘a month of HEINEKEN’
our business and to show a realistic picture of our develop- (which have a negative impact) were offset in terms of
ment over several years, we express them as a percentage electricity consumption by the conversion and construc-
of sales. tion of Sligro cash-and-carry wholesalers and the conver-
sion of EMTÉ supermarkets into the 3.0 format. Logistics
Goal also made a major contribution. In week 8 of 2017, we
In 2020, our goal is to have reduced our CO2 emissions per launched so-called ‘Combistops’ for the supply of our own
euro of sales compared with 2010 by 20%, or 20-20. EMTÉ supermarkets. This resulted in a reduction of around
600,00 kilometres, giving us a 20.1% CO2 emissions reduc-
CO2 tion compared with sales since 2010.
Importance 42
- 20.1%
We have promised our stakeholders to do all we can to
reduce our CO2 emissions, the burden on the environment, 40
69
Cycle Assessment) platform of the European Commission Goal
and other organisations. Our goal is to generate a share of sales of at least 10% with
The stated CO2 reduction is the reduction for the entire our Eerlijk & Heerlijk range by 2020.
chain. This arises because as a result of waste separation, In 2017, we refined our Eerlijk & Heerlijk policy, partly on
raw materials are reused and as such lead to a consider- the back of the survey ‘Top quality labels for sustainable
able reduction in the CO2 emissions in the manufacture of food’ conducted by MilieuCentral (October 2016). We
new products. Recapturing these secondary raw materials scrutinised the number of expensive quality labels in the
consumes less energy than incinerating them and extracting Eerlijk & Heerlijk range and evaluated them for relevance
and processing primary raw materials again. This CO2 saving and reliability.
in the chain is not part of our 2020 target for our 'in-house'
CO2 emissions (transport, gas and electricity consumption). Quality labels that we recognise as a result meet the follow-
ing three criteria:
Our careful waste separation approach once again led to ■ The quality label sets high sustainability requirements
a higher CO2 reduction in the chain, despite two negative (compared with the market average) in one or more
external factors. of the following areas: the environment, animal welfare
■ Since the summer of 2017, less of the plastic film and/or social aspects;
collected has been used for recycling. This is because ■ The package of requirements is easy to find,
the export of film to China initially fell significantly and information about the quality label is easy to
and then stopped altogether from 1 January 2018 understand and provides a clear picture of what
as a result of an import ban. In addition, the industry the quality label is about and the requirements
started to use more new oil instead of recycled plastics that apply (transparency);
because of the low oil prices. As a result, more foil ■ The quality label is reliable, that is to say, that checks
ends up in residual waste for incineration despite are made by an independent party (whether or
waste separation. There is insufficient capacity in not accredited) and there is a transparent sanctions
Europe to suddenly recycle all this plastic. policy.
■ The problem with Fipronil detected in eggs meant
that we had to destroy no less than 20,000 kilos We no longer recognise quality labels that do not meet
of eggs in the autumn of 2017. these three criteria, and are not therefore considered Eerlijk
& Heerlijk. A total of 13 quality labels have disappeared,
Core theme ‘Our product range' which leaves the total number of quality labels under Eerlijk
& Heerlijk at 24.
The composition of our product range, the purchasing and
trading of the range, of course, plays a central role in our We implemented this refinement in our systems at the end
organisation. We believe it is important to help our custom- of 2017. For 2018, this will initially result in a reduction in the
ers and to motivate them to make sustainable and healthy Eerlijk & Heerlijk share of sales. We will explain the impact
choices. Offering products that are made with a focus of this further in the report.
on people, the environment and health is therefore very
important. The standards we set ourselves are contained Definition and delineation
in our suppliers' handbook. This covers such things as The frameworks and starting points for our sustainable
product and food safety, BSCI certification, product range are anchored in our Eerlijk & Heerlijk concept and our
traceability, packaging, the quality management system, participation in BSCI.
incident management & recalls, audits and the ethical
choice label eerlijk & heerIijk. We have used this concept
to promote our sustainable product range since 2010, and
in the process, have been helping our customers to make
the right choice.
71
Sustainable soy for sustainable meat, egg important source of income for many farmers, including in
and dairy products. developing countries. The growing demand for soy can lead
Soy is processed in 60% to 70% of all supermarket pro- to a loss of valuable nature and biodiversity, conflicts about
ducts. Tofu, tempeh or soya milk is made from the whole land rights and poor working conditions.
soya bean. The largest share of the soy harvest, however,
is crushed, which produces soybean flour and soy bean Since 2015, all supermarket organisations in the Netherlands
oil, used extensively in animal feed. The cultivation of soy have been buying exclusively responsible soy (RTRS or equi-
has grown sharply over the past decade. The reasons for valent) in the production of their own brands. The Dutch Food
this are the growing global population and improving living Retail Association represents us, as part of the Sustainable
standards. More and more people are eating more dairy and Food Alliance, in discussions with chain partners and civil
meat, in particular, boosting the demand for soy. Soy is an organisations about the sustainable production and use of soy.
53.3% 17%
15 2017 2015
51
63
147 SHARE OF SALES
25
49.3% 1.3%
2017 2015
■ Beter Leven ★ ★ ★ pork, chicken
Beter Leven ★ pork, chicken, veal
Natuurvlees beef
De Betere Kip chicken ■ Sustainable meat and meat substitutes
Meat substitutes ■ Other meat product range
Working conditions - BSCI As described in our suppliers’ handbook and our purchasing
For the production of items elsewhere in the world, good conditions, our suppliers’ commitment to the BSCI condi-
working conditions are not necessarily guaranteed. This tions is a firm requirement for supply. Audits of product
is why Sligro Food Group has been part of the Business locations are also carried out in high-risk countries, as
Social Compliance Initiative (BSCI) since 2010. The BSCI defined by BSCI, to ensure that acceptable working condi-
is a business-driven platform which encourages members tions are maintained. We apply a minimum audit score,
and their supply chain partners to make concerted efforts to which is a C score. For product locations with an inadequate
improve working conditions. Sligro Food Group pursues the score (D or E), an improvement plan has to be submitted
principles of BSCI as set out in its Code of Conduct. within 60 days based on the bottlenecks cited in the audit
73
An average of
6 569
model canteens, spread
Team boxes
748 63
Almost 750 football clubs have
every week at
of the 3,027 already registered for ‘Lekker Bezig’,
football clubs the healthy canteen programme
in the Netherlands
operated by Sligro and the Dutch
have registered
for ‘Lekker Bezig’ Football Association.
46%
clubs for
of the club chairs
are familiar with
the programme
5,000+players
■ EMTÉ has tested the Food Challenge App among analyse this regularly. This insight helps us and our suppliers
employees and subsequently launched the app in the improvement process to further minimise shrinkage.
to customers. The app challenges customers to be Reducing waste is good, but avoiding it is better. This is why
more food aware. we plan to tighten up our forecasting by joining forces with
■ Van Hoeckel has made its range of protein-rich foods purchasing, the supply chain and suppliers. We will carry
clearer for its customers, enabling customers to better out weekly assessments to establish whether we have
incorporate meals into a diet. performed within the bandwidths. This helps us to better
predict demand and to reduce food waste.
Food waste Evaluation
The registered shrinkage is reported weekly. To closely
Definition and delineation monitor the trend in inventories, regular inventory counts
Every year, supermarkets throw away food because they are carried out in the stores, which allows us to monitor the
can no longer sell it. This could be because of breakages actual shrinkage results compared with the target.
(damaged packaging), products that are no longer up to our
quality standards and products that are out of date (best
before/use by dates).
Importance
Apart from the associated costs, it is socially irresponsible
to waste food. This is why ‘shrinkage', which covers the
write-down of unsold products, is one of our most impor-
tant KPIs.
Approach
We aim to achieve a fully closed goods chain in which we
have 100% control over the supply and sale of our products.
All items that enter the waste streams unsold are registered
before they are disposed of. This is currently still a total. In
2018, we will start allocating the food to categories so that
we have a more detailed picture of the shrinkage. In the
case of fruit and vegetables, for example, we can see what
is registered with a specific reason code, so a product that
is beyond the use-by date, breakage or quality issue. We will
75
The grand reopening of the Sligro outlet in Almelo. One of the three larger type 3 outlets
(including an entirely new outlet in Purmerend) converted to 3.0 style.
In note 27 to the financial statements on page 154, consid- growing organisation that is now also expanding internation-
eration is given to a number of specific risks to which the ally. A consistent cultural programme covering leadership,
Group is exposed. Information is provided on, for example, management development and recruitment and selection
the Group’s credit, liquidity and market risks, together with ensures that culture is maintained. We will also give this the
a sensitivity analysis of these factors. It should be noted right weight and implement it in an international context.
that we do not consider these risks to be exceptional in As well as being the driving force behind our business, our
terms of either their nature or magnitude. Where relevant, culture is also a key risk management control. In an informal
the Group is insured against a number of the customary organisation, confidence that employees will act with integ-
risks so that the financial consequences of calamities are rity is a major asset, and this is embedded in the culture as
covered as far as possible. part of doing the right thing.
In a structured process, the more significant risks with In order to build a picture of the way in which our culture
a potential impact on the achievement of our objectives contributes to reducing the risk of unacceptable behaviour,
are assessed at Executive Board level. We assess the risk we carried out a culture, or soft control, scan at the Dutch
appetite with respect to these risks and their probability operating companies during 2017, looking at eight intangible
and impact. We also assess the extent to which we as factors affecting behaviour that are important for achieving
Sligro Food Group can exercise influence over them as an organisation’s goals: clarity, exemplary conduct, feasibil-
shown in the table below. ity, engagement, transparency, openness to debate, account-
ability and enforcement. A wide group of employees from
Loss of Sligro Food Group’s culture all parts of the organisation took part in the survey, and the
The organisation is driven by our culture, our ‘Green Blood’, 795 responses were used to build up a picture of how the
which has its key focus on customers and our shared passion eight factors are regarded. Cross-sections were also made by
for tasty, good and honest food. Safeguarding this particular operating company, age and length of employment.
culture is, therefore, a key area of attention in a steadily
Cybercrime Operational ● ● ● ● ● ● ● ● ● ● ● ● ● ●
Authorities/NGOs/Regulators Compliance ● ● ● ● ● ● ● ● ● ● ● ●
● = low ● ● ● ● ● = high
77
The picture presented by this scan did not come as a surprise national and international operations properly into the future.
to us, but it did offer some practical guidance for embedding This will lead to a change in the management model and a
our culture even better in a changing organisation. We rated reallocation of the responsibilities of the members of the
well for engagement and exemplary conduct but relatively Executive Board and the management teams over the next
poorly for clarity and transparency. The latter is not strange few years. These changes cannot be implemented suddenly
in an informal organisation and we, therefore, saw that the but will be introduced gradually so that the organisation can
scores increased with age and length of employment. We get used and adapt to them.
also saw more explicitly which operating companies and age
groups require attention in sharing our cultural values. There In the short term, changes that relate in particular to inter-
were lower scores at operating companies with relatively nationalisation can are be made. For example, the legal and
high staff turnover than in environments with less turnover. board structure in the Belgian companies has been aligned
with the situation we have in mind for the coming years.
The first step we will take in 2018 further to this scan is to There are currently a central back office and shared services
discuss the outcomes with our employees. This dialogue organisation for Sligro Food Group Belgium and two
will give us a better picture of how the culture is experi- commercial formats: JAVA Foodservice and Sligro-ISPC.
enced and will allow us to look together at how we raise
awareness of our cultural values and embed them in the The functions of the central organisation that will define and
organisation. monitor the international policy criteria have been estab-
lished. Activities in countries where we operate must be
New business models in line with this policy, but there is some scope for local
Our markets have been recovering for some years but variation. Steps still have to be taken so that the policy crite-
competition remains fierce, and the market landscape has ria can be further formalised, communicated and made
become more complex and challenging. The boundaries manageable. This is strongly related with the new ICT infra-
between foodservice and food retail are blurring. There are structure that will be set up for this.
more and more new physical and online players, and exist-
ing players are expanding their horizons towards adjacent All recently acquired operations have been integrated
niche markets. We are closely monitoring different initia- into the Sligro Food Group reporting structure and report
tives and assessing the extent to which they affect the monthly in accordance with the Group cycle. This is a real
line that we as Sligro Food Group have set out. Where the achievement by the local teams, given the tight deadlines
market is developing faster than expected, for example for closing the Group’s books. At the end of 2017, we intro-
online, we have sufficient flexibility and scope to accelerate duced a Digital Accounting Manual, the standard for all of
this in our strategy. Above all, we opt to follow our own path the Group’s operations, so that the reporting structure can
and offer solutions that suit us rather than always reacting to be communicated better.
new competitive forces.
In 2017, we set up an Internal Audit department and appoint-
Change of management model ed an experienced Internal Audit Manager who, along with
A growing business must regularly assess whether its the existing administrative organisation and internal control
management model is still appropriate to the Group struc- department, will assess the control and supervision of the
ture. The model in which the commercial formats present administrative processes in 2018 and propose changes
their own image towards customers with full centrally- where useful and necessary.
managed integration behind the scenes is still an excellent
fit with the activities in the Netherlands. Following our first Cybercrime, data quality
acquisitions and organic growth in other countries, however, and ICT continuity
we realise that this model may not automatically work well Effective ICT systems combined with data quality are
elsewhere. Greater autonomy at a distance will require chang- the lifeblood of our business. Managing the risks in these
es to our organisational model, management and monitoring. systems involves far more than merely safeguarding the
continuity of data processing. It also means protecting the
In 2017, in co-operation with the Supervisory Board, we integrity of data and software and the associated decision-
assessed the organisational structure and identified the making process. The numbers of customers, products, sites
changes we regarded as necessary to manage and control and suppliers and the way in which they interrelate make
In 2017, we carefully considered the new privacy legislation In 2016, we organised a special day for our employees on
which will come into force in the second quarter of 2018. this theme, and this came up with many new initiatives that
We have identified the parts of our organisation where we were started in 2017. As well as these initiatives, however,
may run risks and addressed supplementary measures. This we believe that we will have to make other policy decisions
focus is less on the technology than on staff awareness. in the coming years to give the existing group of employees
useful and long-term work until retirement and to be able to
Working with our suppliers, we have for some time been attract sufficient capacity from the labour market to facilitate
using insights on data to offer better service to our custom- growth. Use of technology and a clear vision of the use of
ers. We believe, however, that we have only taken the first local and foreign, permanent and flexible staff will certainly
few steps and that much more has to be done. Conse- be a part of this.
quently, we will be making significant investments in
the next few years in both technology and competences Acquisitions
to become a still more data-driven organisation. We will Despite all precautions and due diligence, acquisitions
specifically look to work with colleges and universities that usually involve greater risk than organic growth. We see
can assist us in this area. acquisitions as an essential part of our strategy, not least for
growth. We mitigate the risks inherent in acquisitions as far
We invest considerable time and resources every year as possible by always following a careful takeover process,
to the further optimisation and security of the central, including preliminary exploration, and devoting careful atten-
integrated ICT back office, focusing on continuity, stability tion to the post-acquisition phase. Many risks and their
and the ability to upscale operations flexibly. This applies financial and other impacts can be limited in this way.
to both standard applications and customised applications
developed in-house. An on-going theme in this context is Every acquisition is different, but we always apply the same
the need for external and internal security in a world which high standards to the takeover process. The aim of that pro-
is becoming increasingly digitalised. The measures we cess is to identify the risks and opportunities at an early stage.
have taken provide our systems and data with reasonable A due diligence investigation, in which we are supported
protection against the many forms of cybercrime. by outside consultants, always forms part of the preliminary
exploration in order to avoid the risk of unpleasant surprises
We engaged an external party to test our security in 2017. As later on. We will therefore then only proceed with acquisitions
well as assessments of our security measures, there were if we can fulfil the duty of care that we have set ourselves.
79
We immediately set up a multidisciplinary integration team safety precautions we take are mainly aimed at preventing
comprising our own people and people from the business risks for our customers and our employees. We accord-
that has been taken over. In this part of the process, consid- ingly observe strict food safety practices as regards both
eration is given to all stakeholders. A key element of the food processing and the products themselves throughout
integration is to inculcate the cultural values of Sligro Food the various links in the organisation. With a well-equipped
Group into the acquired business. Basically, we transfer quality assurance department, we are rigorous in our quali-
the back office of the company we have taken over to the ty checks. Our procurement department also insists on
central organisation and back-office systems of the Group the same high-quality standards and quality assurance
as far as possible. procedures among our suppliers, and we monitor compli-
ance with these standards both directly and indirectly,
About a year after an acquisition, we assess whether it and through specialist institutions. Additionally, our staff train-
the subsequent integration went well, whether we achieved ing programme devotes considerable attention to food
the synergy objectives and whether our customers, suppli- safety and proper handling of food. For some years, we
ers and employees are satisfied after this initial phase. This have stationed a Dutch colleague in Hong Kong to ensure
gives us confidence in the quality of our acquisitions process purchasing and quality controls there are of the standard
but always has lessons for improvement. we require.
In 2017, we made three acquisitions. There was a careful Risk management and
process in each case, assisted by external process special- control systems
ists and the normal financial, tax and legal reviews. We are convinced that risk management has to be part
of the mind-set and working methods of all the staff in
ISPC and Tintelingen joined the Group in the first half of our company on a day-to-day basis, not compulsorily but
2017, and both performed as well as or better than expect- because it simply seems to be the right approach. Actually
ed. The integration went smoothly, and in ISPC’s case, being in control is therefore what matters to us but being in
the JAVA Foodservice organisation acquired a year earlier control on paper is not an end in itself. There are plenty of
proved to be a valuable asset in the process. The partnership examples of companies where all the right measures were
with HEINEKEN and associated acquisition of its wholesale in place but which still lost control in practice.
activities started at the end of 2017. The transition is well
under way and is expected to be completed by mid-2018. In a growing organisation like ours, however, we recognise
The integration of the distribution networks will take three the need for a more formalised approach. That means it
to four years. is important that we maintain the right balance between
formalised systems and the informal hands-on entrepre-
Authorities/NGOs/Regulators neurial spirit that exists within the company.
Public authorities on occasion take drastic action which can
have a major impact on operations and results. Such actions After all, we want our people to continue thinking for
can become a threat to a particular part of the business over themselves and not blindly following checklists and proce-
a relatively short time horizon. Environmental measures and dures; we want them to continue to see both risks and
opportunistic spending cuts, in particular, can have a serious opportunities. Fortunately, this is an inherent part of our
effect. Intervention by regulators can also have a serious corporate culture, and it is that culture that we according-
impact on operating processes. ly view as our most important ‘soft control’, protecting us
from within from numerous risks and forms of fraud. In a
We have limited control over such developments and, steadily expanding organisation with ambitions of interna-
although we try and obtain a picture of what new legisla- tional growth as well we accordingly devote a great deal of
tion and that in the pipeline will mean at an early stage, we attention to preserving our culture.
generally have little option but to accept the implications.
Political decisions are sometimes scarcely predictable, too. We are increasingly organising risk management at the
strategic level, with subsequent translation of the strate-
Food safety gic requirements to processes, people and systems at the
Since the Group is primarily engaged in the food supply operational level. On the other hand, we are document-
and processing chain, food safety is crucial. The food ing the existing, operational, risk management measures
In 2017, for the third year in a row, the Executive Board As a result of the centralised approach and very close
assessed the main risks to the business. Consequently, this management and monitoring of business activities by the
assessment is now firmly established as part of our annual Executive Board and central staff departments, Sligro Food
cycle. In the autumn, these risks were discussed with the Group is rarely faced with accounting ‘surprises’. Regular
Supervisory Board, partly in relation to the update of our reporting has been shown to provide reliable information
strategic plan for the next few years. on business performance. We regard improving the reliabil-
ity of our management information and, more importantly,
We have a special department focusing solely on our admin- ensuring that it becomes increasingly specific and targeted,
istrative organisation and internal control, alongside the as an on-going process.
departments that remain responsible for these processes.
Following the creation of the Internal Audit department, the
future roles and responsibilities for internal control will be In accordance with best practice provision 1.4.3.
assessed during 2018. of the 2016 Corporate Governance Code, the
Executive Board states that:
‘To measure is to know’ is a key principle of risk management. i. the report provides sufficient insight into any
If you know what is happening, you can adjust your policies shortcomings in the effectiveness of the internal
accordingly. Our central data warehouse, where practically risk management and control systems;
all our operating and financial data are recorded, is of great ii. those systems provide reasonable assurance that
benefit to us in this respect. Using advanced analytical tools, the financial report does not contain any material
this department detects exceptional patterns or numbers/ misstatements;
trends. All our business units have been integrated into the iii. in the current situation, it is appropriate for the
Group’s central information and control system. financial report to be prepared on a going concern
basis; and
In 2017, we worked with students from Avans University iv. the report states those material risks and
of Applied Sciences on an initial examination of the use of uncertainties that are relevant to the expectation
process mining in internal control. Although we still have of the company’s continuity for the period of
much to learn in this area, the initial results of the study twelve months after the preparation of the report.
show there are opportunities for more efficient and effec-
tive control. We, therefore, intend to follow up these first
steps in 2018.
81
CORPORATE
GOVERNANCE
Main points of the corporate recent appointment and may be reappointed once. The
governance structure remuneration of each member of the Supervisory Board is
Sligro Food Group is a dual-board company incorporated set by the general meeting. The Supervisory Board appoints
under Dutch law, with an Executive Board and an indepen- a chairman and a deputy chairman from its members. It also
dent Supervisory Board (‘two-tier management structure’). appoints a secretary who may, but need not, be one of its
The balancing of the interests of all the Group’s stakeholders members.
wanted by Dutch law and the corporate governance code
has underlain corporate policy for many years. The main The Supervisory Board has appointed an Audit Committee,
points of the current structure are set out below. made up of two Supervisory Board members. The Super-
visory Board has appointed a Remuneration and Appoint-
Executive Board ments Committee, made up of two Supervisory Board
The Executive Board is responsible for managing the members.
company, for its strategy and for its use of human and other
resources. The Executive Board keeps the Supervisory General meeting
Board informed of progress, consults the Supervisory Board The annual general meeting is held within six months of the
on all significant matters and submits important decisions end of each financial year. Extraordinary general meetings
to the Supervisory Board and/or the general meeting may be called as necessary by the Supervisory Board, the
for approval. The Supervisory Board notifies the general Executive Board or one or more shareholders jointly repre-
meeting of proposed appointments to the Executive Board. senting at least 10% of the issued share capital.
The Supervisory Board appoints the Executive Board and The agenda of the annual general meeting covers the items
may suspend or dismiss an Executive Board member at any stipulated by the Articles of Association and other resolu-
time. The remuneration and other terms and conditions of tions proposed by the Supervisory Board, the Executive
appointment of each Executive Board member are set by Board or shareholders jointly representing at least 1% of the
the Supervisory Board, based on the policy adopted by the issued share capital.
general meeting. Decisions on material matters are always
made jointly, and all members have shared responsibility. The principal powers of the general meeting are the rights to:
83
CAPITAL EXPENDITURE
NET-INVESTMENTS
DEPRECIATION AND AMORTISATION
Foodservice Food Retail1) Total
x € million 2017 2016 2017 2016 2017 2016
Intangible assets (software) 9 7 0 0 9 7
Investment property 0 0 0 0
Disposals of assets held for sale (0) (0) (6) (5) (6) (5)
Net movement 14 19 3 9 17 28
85
RESULTS1)
Goals and not the plan has priority. As our organisation is becom-
■ Increase Group organic sales by an average of ing more international, extensive financial authority now lies
3% per annum plus growth in sales through acquisitions outside the central organisation in Veghel. This requires a
that meet our criteria. different management model that is also based in part on
■ Improve return through growth in sales, margin financial parameters. As we still do not believe in a tradi-
management and cost control. tional budget-driven organisation, we now have a model
■ Distribute about 60% of the year’s profit as that balances the clarity and simplicity of financial targets
a regular dividend plus a variable dividend on top of that, with freedom for creativity and enterprise to achieve those
reflecting the financial position. targets. We draw up an annual budget which is derived from
our strategic long-term plan. We monitor progress each
Financial policy and quarter and use moving forecasts to identify if the intend-
management model ed results are being achieved on the current course. Depar-
Sligro Food Group has a high degree of back-office integra- tures from the goal prompt adjustments to operations.
tion. We believe in the strength of the Group as a whole and
in seeking to achieve knowledge sharing and group synergy. We use a series of detailed management reports on opera-
We consequently focus primarily on overall results rather tions that show the actual developments and trends in
than on the results of the underlying parts of the business. our activities from various perspectives. They focus on
We encourage our employees to think on a group-wide process-based performance indicators rather than financial
basis and strive to ensure that we do not frustrate this by key figures. The performance indicators are defined clearly
imposing complicated internal administrative procedures. and relate to the activities that the user can directly affect.
As we perform similar work at several locations, we make
The Group Executive Board is actively involved in setting extensive use of internal benchmarking. This creates focus
and implementing policies throughout the business. This and encourages the feeling of the continuous improvement
is also currently the case in Belgium where we are keen and healthy competition we are aiming for. During the year,
to experience personally how we can and need to manage the correlation between the performance indicators and
in an international environment, making allowances for the financial results is examined. This detailed manage-
cultural and other differences. We will use this experience ment information provides us with the basis for investment
and knowledge to help transform our organisation and the decisions. We also want to apply this approach to reporting
management model into one more suited to an international and management internationally and so we are developing
organisation. The Group’s policy will always be determined international standards which will be clear and easily under-
centrally but the national management teams will be respon- stood. Through Internal Audit, we can also exercise control
sible for structuring it in line with the local situation. over compliance. This will assist us to maintain the quality
of insights and speed of reporting we have become used to.
We manage our organisation using a medium-term strategic An update of our IT and data landscape will, of course, give
plan with a three-year horizon. Although the plan is re-evalu- this a boost in the coming years.
ated and updated each year as conditions require, we stick
to its essential features. In order to communicate strategic We regard pressure to achieve good results in the short
plans to the rest of the organisation, we convert them into term as useful and challenging but do not allow it to divert
specific targets and results that are clear and comprehen- our attention from decisions where the value and benefits
sible to everyone. We challenge our people to use creative only become visible at a later stage.
plans to implement those targets and results. The outcome
1) Combined figures for Foodservice and Food Retail and, consequently, different from the financial statements.
87
NET SALES SLIGRO FOOD GROUP
Sligro Food Group Foodservice Food Retail
x € million
€59
€1
€77
€20
■ Foodservice
€2,142 ■ Food Retail
€1,986
€827 €828
Organic growth was 3.0% at Foodservice and 0.1% at coming years and as a result of the conversion of stores
Food Retail. Like-for-like consumer sales at EMTÉ were up to the new 3.0 format at Food Retail. We believe that we
by 0.2%. The difference between organic and like-for-like were not successful enough in the past year in converting
at Food Retail is explained by changes in the outlet portfo- growth into efficiency gains and this is therefore a point for
lio during the year. immediate action in 2018.
Gross margin rose by 0.5% of sales compared with the Expenses at Foodservice also rose as a result of non-recur-
previous year. Considerable attention was directed towards ring consultancy fees for acquisitions and start-up costs at
price and promotions management in both Foodservice Sligro in Belgium, which together were €4 million higher
and Food Retail. By making new decisions on promotions than in the previous year at €6 million. As in the previous
and promotional mechanisms, we were able to present our year, there was impairment of some €2 million in connec-
customers with plenty of offers and bargains while maintain- tion with decommissioned Food Retail assets following
ing or improving our gross margin. Intensive co-operation conversion to 3.0. The depreciation charge increased as a
with suppliers and clever use of data, for example from the result of the conversion of EMTÉ stores and Sligro cash-
Fijnproevers programme, created more effective promo- and-carry outlets.
tions that were also attractive for our suppliers.
Other operating income at Foodservice was a non-recur-
Expenses (including depreciation and amortisation) as a ring book profit of €9 million arising on the sale of our beer
proportion of sales increased by 0.9% to 20.8%. Employee and cider distribution turnover to HEINEKEN. At Food
benefits increased as a percentage of sales as a result of Retail, there were book profits of €7 million on the disposal
collective bargaining agreements, an expansion of central of retail property and operations, which was higher than
functions in connection with various major projects for the the €2 million book profit of the previous year.
Ebitda rose by €18 million to €174 million. The improve- portion of the acquisition sums with amortisation charged
ment in Ebitda at Foodservice was €17 million, and the against the result should form part of operational perfor-
improvement at Food Retail was €1 million. mance since there will be no replacement CAPEX for this
in the future.
In recent years we have been searching for a measure
that is well suited to providing a picture of operational The table below shows these effects and also reflects the
improvements. Changes in reporting rules and internal non-recurring effects on the result.
decisions mean that this is not always evident. We believe
that investment in customer conditions, software and our The Group’s underlying operating profit was unchanged at
physical infrastructure is part of operational performance, €101 million. At Foodservice, the result rose by €6 million
since it will involve replacement CAPEX in the future. We while at Food Retail it fell by €6 million.
do not believe that the decision to capitalise a significant
89
For completeness, we also show amortisation of other intan- Edah acquisition ended in mid-2017. At Foodservice, we saw
gible assets related to acquisitions in the table below. The an increase as a result of the acquisitions in 2016 and 2017.
amortisation of €4 million per year arising on Food Retail’s
Net finance income was the same as in the previous year. Ignoring the non-recurring book profit on the sale of beer
The interest expense was a little higher than the previous and cider distribution turnover, the profit would have been
year but this was offset by an improvement in the results €74 million, an increase of 0.6% compared with the previ-
of associates. ous year.
The tax burden rose slightly compared with the previous Earnings per share, calculated on the average number of
year. On the one hand, we faced a change in mix, since shares in issue, were €1.83 compared with €1.67 in 2016.
the tax rate in Belgium is higher than that in the Nether- Based on the result for 2017 and our continuing strong
lands. On the other hand, 2016 was the final year in which financial position, we propose increasing the dividend by
we could benefit from the innovation box facility and so the €0.10 per share to €1.40 per share. In accordance with our
tax burden in the Netherlands was higher in 2017 than a dividend policy, this will be made up of a regular dividend of
year earlier. This was almost completely cancelled out by a €1.10 (2016: €1.00) and a variable dividend of €0.30 (2016:
non-recurring release of the deferred tax liability in Belgium €0.30). An amount of €0.50 has already been paid as interim
in the year. dividend. The final dividend for 2017 therefore amounts to
€0.90.
The overall effect of the above was that the net profit for
2017 was €81 million, an increase of €8 million compared The segment analysis of results below shows figures for
with the previous year or 9.9%, and equal to our highest net Foodservice and Food Retail.
profit ever.
SEGMENT FIGURES
Foodservice Food Retail1) Total
x € million 2017 2016 2017 2016 2017 2016
Net sales 2,142 1,986 828 827 2,970 2,813
Ebit 91 82 6 5 97 87
Net capital employed at year-end 2) 676 563 103 105 779 668
Ebita as % of average net capital employed 18.1 18.9 11.1 10.9 17.1 17.5
Ebit as % of average net capital employed 14.7 15.6 5.9 4.1 13.4 13.5
80 4.0%
70 3.5% ■ x € million
60 3.0% ■ As a % of sales
50 2.5%
40 2.0%
30 1.5%
20 1.0%
10 0.5%
0 0.0%
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
€ 1.75
€ 1.50 ■ Earnings
■ Variable dividend
€ 1.25
■ Regular dividend
€ 1.00
€ 0.75
€ 0.50
€ 0.25
€ 0.00
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
91
FINANCING
IN OUTLINE
29 72 79 89 114
93
DISCONTINUED OPERATIONS
In the annual report we have presented and provided disclosures for the figures for 2017 in the same way as in past years, based
on the continuation of the Group’s operations, including its Food Retail activities.
Following the decisions made after the examination of various alternative strategies for the future of Food Retail, our Food Retail
activities have been classified as discontinued operations under IFRS at year-end 2017 and presented as such in the financial
statements.
The effects of this change in presentation on the profit and loss account and balance sheet are shown and explained below.
Gross margin 695 645 620 201 196 204 494 449 416
Expenses (540) (493) (462) (181) (174) (171) (359) (319) (291)
Depreciation (51) (44) (38) (17) (11) (11) (34) (33) (27)
Amortisation (26) (25) (19) (7) (10) (9) (19) (15) (10)
Total operating expenses (617) (562) (519) (205) (195) (191) (412) (367) (328)
Finance income and expense (5) (4) (4) (5) (4) (4)
Corporate income taxes (20) (18) (24) (1) (1) (4) (19) (17) (20)
Ebit 97 87 103 6 5 14 91 82 89
The above statement shows the income and expenses from the discontinued (Food Retail) operations and the continuing (Foodser-
vice) operations separately. In accordance with IFRS 5, the discontinued (Food Retail) operations are presented net as 'Discontin-
ued operations, after tax'.
There are minor reclassifications between the above statement and the segment information published in earlier years.
The balance sheet shows the assets and liabilities relating to the Food Retail activities separately, presenting them net in
accordance with IFRS 5 as “Assets held for sale” and “Liabilities directly related to assets held for sale”. In previous years,
certain assets and liabilities, principally long service and deferred tax provisions, were not allocated to individual segments.
95
96 Sligro Food Group 2017
OUTLOOK
The Dutch economy has entered a growth phase and this As noted elsewhere in this report and as shown in the
can be seen in improving employment and higher consum- financial statements, our retail activities have the status of
er confidence. As a result, we have seen growth in our discontinued operations. We expect to carry out a trans-
markets picking up for two consecutive years and we think action (sale or a partnership) for the Food Retail activities
they will continue to grow in 2018 in line with the level of in 2018. We cannot currently comment on the impact of
the past year. such a transaction on our figures. An effect of the status as
discontinued operations is, however, that the Food Retail
The continuing recovery will be seen in all Foodservice activities no longer have to be depreciated. The margin will
market segments and there will be volume growth on top be positively influenced by the absence of depreciation and
of inflation. This expectation seems to apply to both the amortisation charges while the retail activities still form part
Netherlands and Belgium, although the rationalisation in of the Group in 2018.
the Belgian market in response to government measures of
recent years will distort the actual trend. The recent picture In the meantime, our stores are operating normally and the
of growth coming mainly from the delivery channel will also many EMTÉ staff are working every day to make both the
continue in the coming year. 2.0 and 3.0 generation EMTÉs a success. No EMTÉs will be
converted to 3.0 in the first quarter of 2018. The focus will
Growth in Food Retail will be driven mainly by inflation. be on further optimising and improving our format. From the
Volumes will only increase slightly but there will be shifts second quarter, a limited number of stores will be convert-
between channels. It is expected that growth in online will ed in accordance with planned relocations or necessary
accelerate in 2018 and so add to the pressure on volumes in renovation.
traditio¬nal supermarkets.
The financial year 2018, like 2017, will be affected in
Recent years’ trends in Foodservice in the Netherlands will various ways by exceptional items and events. In view of
continue and we will again outperform the market with a their number and amount, we summarise below the main
combination of organic growth and sales from the acquisi- themes and their impact on our results:
tions made in 2017. In the meantime, in 2018 we will be
building up our international organisation, a new IT platform ■ The acquisition the HEINEKEN wholesaler and the sale
and growth in our Foodservice activities in the Netherlands of our beer and cider delivery turnover to HEINEKEN
and Belgium. Integrating HEINEKEN into our systems and will make a net contribution to non-organic sales of
approach to work will require much effort from our organisa- some €135 million in the first eleven months of 2018.
tion and, furthermore, we will be taking initial steps on the The composition and profitability of this turnover is
physical integration of the distribution networks. We also similar to that of other delivery sales.
see many opportunities to further optimise the supply chain We receive a service fee under the partnership agree-
that could both improve our service to customers and cut ment with HEINEKEN. The fee will add some €18 million
costs in the chain. Cash-and-carry will be made ready for a to non-organic sales for the first eleven months of 2018.
new role in the future. We will be restructuring the network, It will also increase the gross profit by €18 million and
our product range and the way we serve our customers in there will be related logistics and transport costs.
combination with our delivery operations. Ideas and plans Overall, the service will only generate a small margin.
are a start but they all have to be tackled in the right order The integration will take shape in 2018 but the revenue
and at the right tempo. Making the correct decisions is very from merging our networks and generating upsell will
important. Focus! only emerge gradually over the next few years. As noted
above, the integration will take about three to four years.
97
■ The acquisition of Tintelingen will contribute some We are looking forward to future years, and to 2018 in
€2 million to non-organic sales in the first months particular, with great confidence. A period in which we will
of the year. In addition, ISPC will add some €25 million change the organisation and prepare it for further growth
to non-organic sales. and our inter-national ambitions. We started and completed
much in the past year and will continue to do so in 2018
■ In the second half of 2017, we saw a sharp reduction with a clear vision of where we want to be in three years
in the volumes we delivered to export parties. This as a business. We will make careful decisions and focus
was a deliberate decision and the decline is expected the organisation fully on the priorities we have set for each
to continue in the first half of 2018 in particular, other. This requires perfect execution of all plans and that
leading to a fall of some €10 million in net sales. will only be possible if we are not distracted too much by
new opportunities and/or possible threats that we will come
■ The new standard IFRS 15 takes effect on 1 January across. “Focus!” is, therefore, the theme for 2018.
2018 and as a result we can no longer recognise the
fees we receive from our Fresh Partners in Foodservice Given the relatively large number of exceptional items, this
as sales, which will fall by some €19 million, year we have provided information on several subjects that
although they will still form part of the gross margin. will affect our results. Beyond this, we refrain from making
any definite forecasts for the results for the year.
■ In the run up to the opening of Sligro-ISPC Antwerp,
the start-up costs in Belgium will increase somewhat
compared with 2017.
As required by the relevant statutory provisions, the This statement is included pursuant to Section 2a of the Decree
directors state that, to the best of their knowledge: on the Content of the Directors’ Report (Besluit inhoud bestuurs-
verslag) and is also publicly available in digital form in the corporate
1. The financial statements, as shown on pages governance section of sligrofoodgroup.nl. The information that is to
114 to 165 of this report, give a true and fair be included in this statement pursuant to Sections 3, 3a and 3b of
view of the assets, liabilities, financial position the Decree on the Content of the Directors’ Report can be found in
and profit for the financial year of Sligro Food the following sections of the 2017 directors’ report and is deemed to
Group N.V. and the enterprises included in be included and repeated here:
the consolidated financial statements;
2. The directors’ report, as shown on pages 20 ■ information on compliance with the principles and best-practice
to 98 of this report, gives a true and fair view provisions of the 2016 Corporate Governance Code (page 82
of the position of Sligro Food Group N.V. and ‘Corporate Governance’). The Code is available in the Corporate
its consolidated enterprises on the reporting Governance section of the sligrofoodgroup.nl website;
date and of the course of their affairs during the ■ information on the principal features of the management and
financial year. The directors’ report describes control system in connection with the Group’s financial reporting
the material risks to which Sligro Food Group process (page 80 ‘Risk management and control systems’);
N.V. is exposed. ■ information on the functioning of the annual general meeting
of shareholders and its principal powers, and on the rights
Veghel, 26 January 2018 of shareholders and how these can be exercised (page 82
‘General meeting of shareholders’);
K.M. Slippens, CEO ■ information on the composition and functioning of the
R.W.A.J. van der Sluijs, CFO Executive Board (page 19 ‘Directors and management’,
W.J.P. Strijbosch, Foodservice director page 82 ‘Executive Board’ and page 107 ‘Executive Board
conditions of employment’);
■ the policy on diversity in the composition of the Executive and
Supervisory Boards (page 55);
■ information on the composition and functioning of the Super-
visory Board and its committees (page 19 ‘Directors and
management’ and page 82 ‘Report of the Supervisory Board’);
■ information on the rules for appointing and replacing members
of the Executive Board and Supervisory Board (page 82
‘Executive Board’ and page 82 ‘Supervisory Board’);
■ information on the rules for amending the company’s Articles
of Association (page 82 ‘General meeting of shareholders’);
■ information on the powers of the Executive Board to issue and
repurchase shares (page 82 ‘General meeting of shareholders’);
■ information on the ‘change of control’ provisions in important
contracts: a ‘change of control’ provision applies in the case
of the US dollar loans referred to on page 152;
■ information on transactions with related parties (page 82
‘Corporate Governance’ and page 82 ‘Related-party disclosures’).
99
A lot of interest at the reopening of the converted Sligro cash-and-carry in Goes.
The economy is growing again, and Sligro Food Group indicated that both the formation of a partnership or sale of
has seen this in its markets. These trends are expected the Food Retail activities could possibly be better strategic
to continue in 2018, and this offers the Group a basis for options. At the end of 2017, it was decided to start a formal
further growth in the Netherlands and Belgium. process to bring about a definitive transaction in 2018 for
one of these alternatives. As a result of these decisions, the
Sligro Food Group’s Foodservice activities have outper- Food Retail activities are classified under IFRS as discontin-
formed the market in the Netherlands and Belgium and ued operations and have been treated as such in the finan-
gained additional market share, partly as a result of the cial statements.
acquisitions in 2016 and 2017. This brought market share
to 24.4% in the Netherlands and to 3.4% in Belgium. Food The way the Food Retail staff at Sligro Food Group have
Retail again suffered a difficult year and could not keep continued working on improvements at EMTÉ at this diffi-
up with the market. Although the stores converted to 3.0 cult time is wholly admirable.
performed better than the 2.0 stores, this was not enough
to match the growth in the market. The optimisation applied The Group’s net profit rose by €8 million to €81 million. Much
during the year bore fruit, however, and so the year ended of the increase came from a non-recurring book profit on the
with a relatively strong quarter. sale of beer and cider delivery turnover to HEINEKEN. Ignor-
ing this, the profit would have increased by €1 million to €74
In Foodservice, there was hard work to manage further million. The year brought relatively many non-recurring gains
growth in Belgium while the process for the partnership and losses, but the underlying picture shows that profitabil-
with HEINEKEN occupied much of the agenda in the Nether- ity at Foodservice improved further while it slipped back at
lands in 2017. As the Executive Board has explained, this Food Retail.
increase in scale has not yet translated into cost savings and
improved returns. Preparations were also made for updating Once again, at €98 million for 2017, the free cash flow was
the Group’s IT landscape over the next few years, starting strong. The Supply Chain Finance programme again gave
in Belgium. This update is a key condition for achieving the results, and inventories (excluding the effect of acquisitions)
plans and ambitions of the coming years. It has also been fell this year.
prompted by the restructuring of the organisation and the
Group’s management model. Growth and internationalisation We are in agreement with the financial statements prepared
require changes and these are being implemented gradually by the Executive Board for the financial year 2017. For
in a way appropriate to the culture of Sligro Food Group. 2017 it is proposed to pay a dividend of €1.40 (2016: €1.30)
per share. The regular dividend is €1.10 (2016: €1.00) per
During 2017, the Executive Board evaluated the Food Retail share, representing a pay-out ratio of 60%. In addition, it is
activities, always coordinating with the Supervisory Board. proposed to pay a variable dividend of €0.30 (2016: €0.30)
The result of the evaluation was that while the business per share. This increase in the profit distribution to our share-
case behind 3.0 was still achievable, it would take longer holders is possible without the business having to limit the
to bring about. The position of the Food Retail activities financing of its capital expenditure or possible acquisitions.
was considered against the prospects for the market, and
it was concluded that an autonomous future was no longer Supervision
the best strategy. Given this, it was decided to examine In 2017 the Supervisory Board met in formal session on five
alternative strategies for the future, reflecting the synergies occasions. The Audit Committee held four formal meetings,
between Food Retail and Foodservice that are still enjoyed and the Remuneration and Appointments Committee met
throughout in the business. The results of that examination twice.
101
In addition to the five meetings mentioned above, the Supervisory directors were unable to attend a Board or
Supervisory Board met with the Executive Board on three committee meeting on two occasions in 2017. In both
occasions. The first extra meeting was on the proposed cases, their input on the agenda items was shared with the
partnership with HEINEKEN. The assumptions and results chairman in advance. The table on page 103 shows atten-
of the business case and the approach to the process were dance at meetings.
explained in depth by the Executive Board and discussed With the assistance of an external facilitator, the Super-
with the Supervisory Board before the formal project started. visory Board carried out a self-evaluation, examining and
assessing its own functioning and that of the committees
The second extra meeting was on the evaluation of the and of individual supervisory directors. Input was request-
business case for conversion to EMTÉ 3.0 and the longer- ed from the Executive Board. The results of the evaluations
term vision for the Group’s Food Retail activities. The and assessments were combined and discussed by the full
Executive Board’s vision was discussed at length, and the Supervisory Board. Areas for improvement were discussed,
Supervisory Board concurred with the results as presented and progress will be monitored.
and the approach to the follow-up review.
Meetings in 2017 and significant themes
The third extra meeting was on the Group’s long-term strate- The chart on page 104 and 105 summarises the meetings of
gy and risk management. After the Executive Board explained the Supervisory Board and its committees in 2017, showing
the strategic plans, there was extensive discussion of the the business discussed and main decisions taken.
ambition, opportunities and risks that could arise in the next
few years. There was an explicit joint assessment of the way In addition to the regular formal items on its agenda, the
in which the top ten risks for Sligro Food Group and ways Supervisory Board devoted much time and attention during
to manage them were incorporated into the strategic plans. the past year to a number of specific topics.
This allowed the Supervisory Board to make a constructive
contribution to the formation of Sligro Food Group’s strategy. Strategic partnership with HEINEKEN
A significant basis was also laid for monitoring the follow-up On 1 December 2017, the Executive Board successfully
of strategic choices in the next few years. concluded the process for a strategic partnership with
HEINEKEN. We regard this as a very significant step in the
In addition to these meetings, the Supervisory Board was further strengthening of Sligro Food Group as market leader
involved on several occasions in the progress on the major in Foodservice in the Netherlands. The process of setting
acquisitions and the follow-up to the evaluation of the up this partnership placed great demands on the Executive
Group’s Food Retail activities, so that it was always aware Board and the organisation, but the result was worth it. The
of and involved in the main decisions in those processes. Supervisory Board was involved in all significant decisions
during the process, and the Executive Board kept it up to
In addition to the scheduled meetings, the chairman of the date and gave it the opportunity to assess and discuss the
Supervisory Board holds regular talks with the Executive steps. The Executive Board is very aware of the fact that
Board, and the chairman of the Audit Committee meets structuring the partnership and integrating activities will
the CFO. The Supervisory Directors also held individual require much attention in the next few years and so has
meetings with key company staff in consultation with the reserved sufficient space for this in its future plans.
Executive Board.
Evaluation of Food Retail
In 2017, a member of the Supervisory Board was present After a start had been made on conversion to EMTÉ’s new
as an observer at one meeting with the Works Council. We format generation in 2016, it was time to evaluate progress
are pleased to report once again that the Executive Board and results in 2017. In the first half of the year, we and the
and Works Council conduct their meetings in a frank and Executive Board and the responsible management from
constructive atmosphere. EMTÉ looked in detail at the performance of the 3.0 stores
and the expectations for the coming years. As reported in
Mr van de Weerdhof joined the Supervisory Board follow- the half-year figures, we concluded that the business case
ing his appointment by the General Meeting of Sharehold- for 3.0 was still valid but would need more time. It was
ers on 22 March 2017 and since then has taken part in the also concluded that it would be increasingly difficult in the
meetings. longer term to remain operating at this scale in an ever more
complex retail market. As a result, during the second half part of this. This change will take time, and so a clear distinc-
of the year, an examination of possible alternative strate- tion has to be drawn between the short-term management
gies started and assessed all options (continue, partnership, measures that are required and long-term management in
sell). Although there was a clear preference for a partner- preparation for further internationalisation. Partly in view of
ship, we established that all alternatives were examined this, it was decided to set up an Internal Audit department,
objectively by the Executive Board. Having weighed up all and the Board approved the appointment of its manager in
the alternatives, it was decided to follow the more infor- mid-2017.
mal review in the second half of 2017 by starting a formal
process with the aim of arriving at a definitive transaction
for one or other of the scenarios (partnership or sale). It is
expected that this process will lead to a transaction for the
Food Retail activities in the course of 2018. We emphasise
that care will have priority over speed in this process. These
decisions mean that our retail activities are classified as
discontinued operations under IFRS at year-end 2017, and
they have been recognised as such in the financial state-
ments. The solution will always take the interests of all our
stakeholders into account.
103
SUPERVISORY BOARD MEETINGS
Executive Board not in attendance - 2017 annual figures and directors’ report
- Management letter 2017 (with Deloitte) - Press release on the 2017 annual figures
- Fraud risk management (with Deloitte) - Dividend policy and proposal
- Supervisory Board self-evaluation - Preparation of Annual General Meeting for 2017
- IT 2020 programme
- Figures up to and including October 2017
- Auditor evaluation
AC Feedback - 23 January 2018
- Deloitte’s 2017 management letter
- 2017 auditor’s report - Deloitte
- Fraud risk management
- 2017 financial statements
- Dividend policy and proposal
- Dividend policy and proposal
- 2018 budget
- Press release on the 2017 annual figures
- IT 2020 programme
- HEINEKEN process update
R&AC Feedback - 17 January 2018
- Food Retail evaluation update
- New corporate governance code - Setting Executive Directors’ variable remuneration
- Reassessment of supervisory directors’ remuneration - Setting variable remuneration targets for 2018
- Letters from VEB and Eumedion - Membership of the Supervisory Board’s committees
- Additional functions Executive Board and in 2018
Supervisory Board - Appointment and succession procedure
for the Supervisory and Executive Boards and
AC Feedback - 30 October 2017 senior management
- Presentation on Digital Accounting Manual
- Progress on controls in Belgium
Resolutions & findings
- Internal Audit plan
- Subscribed to conclusions of Executive Board on risk
- Auditor evaluation
management and control systems (see page 80)
- Interim audit update Deloitte
- Found that the auditor had reported no material audit
- Financing
differences requiring follow up by Executive
- Investor relations
or Supervisory Boards
AC Feedback - 4 December 2017 - Agreed to proposed dividend to be submitted
- Deloitte’s 2017 management letter to the Annual General Meeting for approval
- 2018 budget
- Dividend policy and proposal
- Pensions
- Tax
- European Privacy Legislation
105
Corporate Governance that the business is making thorough preparations, using
and the new Code external expertise to support the operation. The Executive
We are now working with the new 2016 Corporate Gover- Board has been working for eighteen months on prepara-
nance Code. We are happy to see that attention to long- tions for a transition that will be carried out over four or five
term value creation and culture in companies, which have years to limit the risks and safeguard continuity. As well as
received even greater recognition in the new code, fit very managing the scope and costs, there is considerable atten-
well with the core values that have applied for a long time tion to organisational change, risk management and privacy.
at Sligro Food Group. The introduction of the new code was The Executive Board carefully considers the input and
a natural time to examine past decisions and to revise them experience of external parties and the Supervisory Board
where appropriate. We identify with the criteria and best in its actions.
practices in the code but have deliberately departed from a
small number of them: The Board noted once again that the auditor had not report-
ed any material audit issues relating to the financial year
Best practice provision 2.2.1 requiring follow-up on the part of the Executive Board and/
Appointment and reappointment periods – executive board or the Supervisory Board. The Board concurred with the
members conclusions of the Executive Board on risk management
Members of Sligro Food Group’s Executive Board are and the internal control systems as set out on page 80.
appointed for an unspecified period, and so Sligro Food
Group departs from best practice provision 2.2.1. This is Diversity policy and reporting on diversity
because Sligro Food Group aims for long-term employment When selecting members of the Executive Board and the
relationships with its staff and so also with its directors. Supervisory Board, Sligro Food Group aims to choose
Sligro Food Group prefers to appoint members of the Execu- the best candidate and for a balance of age, gender, work
tive Board from within the Group. experience and educational background, respecting its
general diversity policy (see page 55) and/or the statutory
Best practice provision 3.2.3 targets for gender balance. With equally qualified candi-
Severance payments dates, preference will, if the statutory target is not met, be
Sligro Food Group has not entered into agreements on the given to the candidate who would achieve or approach the
level of any severance pay with members of the Executive statutory target.
Board. This should be considered in the light of the appoint-
ment of directors for an unspecified period, and since such The membership of Sligro Food Group’s Executive Board
appointments may follow employment with Sligro Food is three men. The Supervisory Board is made up of one
Group in a position other than director. woman and four men. This means that neither the Executive
Board nor the Supervisory Board met the statutory target
The period of notice which Executive Board members are in 2017. With respect to the membership of the Executive
required to give is three months. By law, the minimum Board, this was a consequence of the combination of long-
notice which the company can give is six months. term employment which leads to relatively few vacancies,
a preference for recruiting from within the company and the
IT 2020 result of previous policy that is substantively in line with the
As shown by the Sligro Food Group risk analysis, ICT has above policy. This latter point also explains the member-
a key role in the company’s operations. In a rapidly chang- ship of the Supervisory Board. It is not yet known when the
ing world, we see accelerating importance of technology statutory target for membership of the Executive Board and
and data. Sligro Food Group is well aware of these changes Supervisory Board will be met.
and has established that in due course the group’s current
landscape will be insufficiently flexible to meet its custom- One new supervisory director was appointed in 2017. There
ers’ changing demands. To meet this challenge, Sligro Food were no changes in the membership of the Executive Board.
Group has started a programme to replace its entire ICT The recruitment and selection procedure for the new super-
landscape to make it suitable for international application visory director was open to men and women and, with appli-
and to create the flexibility required in the future. This type cation of the above diversity policy, led to the appointment
of project also involves clear risks and can, if not properly of Mr van de Weerdhof.
prepared and managed, be a threat to continuity. We note
107
Board changes “Keep Building the Future” was the theme for 2017. It was
Mr Nühn retired from the company’s Supervisory Board at taken up energetically during the year and has already deliv-
the General Meeting of Shareholders on 22 March 2017, ered several great results in the Netherlands and Belgium.
having served the maximum term of office of eight years In addition, the strategy, and its implementation, has been
pursuant to the Articles of Association. We owe him a very reset for the coming period forming the basis in which Sligro
considerable debt of gratitude for his contribution to the Food Group will be transformed over a number of years into
further development of Sligro Food Group over the past an international player in the Foodservice market. This will
eight years. require clear decisions and the conditions required to fulfil
them. The delivery of the related goals will be ensured with
Mr van de Weerdhof was appointed to our Board by the the help of a restructured organisational and management
General Meeting of Shareholders on 22 March 2017. model. This demands Focus and that, we believe, is also a
very suitable theme for 2018.
Mr Rijna has been appointed the new chairman of our Board,
and there have been changes to the membership of the Veghel, 26 January 2018
committees, which is now as follows:
F. Rijna, chairman
Audit Committee: Mr Kamps (chairman), Ms van Leeuwen; J.H. Kamps
Remuneration & Appointments Committee: Mr Karis (chair- B.E. Karis
man), Mr Rijna. M.E.B. van Leeuwen
G. van de Weerdhof
Financial statements
The 2017 financial statements have been prepared by the
Executive Board. The financial statements were discussed
at a meeting attended by the auditor, who provided further
information on them. The financial statements have been
audited by Deloitte, whose unqualified audit report can be
found in ‘Other Information’ on page 166.
109
From left to right B.E. Karis, M.E.B. van Leeuwen, J.H. Kamps, F. Rijna, G. van de Weerdhof.
111
Financial Statements 2017
Sligro Food Group
CONSOLIDATED
PROFIT AND LOSS ACCOUNT
for 2017
Operating profit 2 91 82 89
DISCONTINUED OPERATIONS
Profit from discontinued operations, after tax 10 5 4 10
Profit for the year 81 73 81
Basic earnings per share from continuing operations 22 1.73 1.58 1.61
Diluted earnings per share from continuing operations 22 1.73 1.58 1.61
1) The comparative figures have been restated to reflect the recognition of discontinued operations.
For further details, see note B on page 120.
1) The comparative figures have been restated to reflect the recognition of discontinued operations.
For further details, see note B on page 120.
115
CONSOLIDATED
CASH FLOW STATEMENT
for 2017
Closing balance 60 92 94
1) The above cash flow statement includes the cash flows from both the continuing operations and the discontinued operations.
A summary of the cash flows from discontinued operations has been included in note 11.
2) This concerns the comparative figures for the year taken from the 2016 financial statements.
ASSETS
Goodwill 12 155 145 126
Other intangible assets 12 143 76 67
Property, plant and equipment 13 303 361 315
Investment property 14 20 19
Investments in associates 15 53 51 48
Other financial assets 15 9 17 25
Total non-current assets 663 670 600
1) The figures from the 2016 financial statements have not been restated.
2) This concerns the comparative figures for the year taken from the 2016 financial statements.
117
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
for 2017 before profit appropriation
0 0 (53) 0 0 1 (52)
0 0 73 0 0 0 73
0 0 (58) 0 0 0 (58)
0 0 81 0 1 0 82
A. General 120
119
A. General summary of the cash flows from discontinued operations
has been included in note 11.
A.1 REPORTING ENTITY
Sligro Food Group N.V. is based in Veghel, the Netherlands. As regards notes 27 to 34, with the exception of the credit
The consolidated financial statements comprise the financial risk in note 27, the amounts for both Foodservice and Food
information of the company itself and that of its subsidiaries Retail have been included for all the presented periods.
(referred to together as the Group).
C. Compliance with IFRS
A.2 FINANCIAL YEAR
The financial year is closed on the last Saturday of the year, in The consolidated financial statements have been prepared in
accordance with the international system of week number- accordance with International Financial Reporting Standards
ing, and thus on 30 December 2017 in the year under review. as adopted by the European Union (EU-IFRS). The financial
The 2017 financial year has 52 weeks. The comparative statements were authorised for issue by the Executive Board
figures for the 2016 and 2015 financial years relate to 52 and on 26 January 2018.
53 weeks respectively. The 2018 financial year will consist of
52 weeks. D. Accounting policies used in the
preparation of the consolidated
B. Changes in presentation financial statements
Apart from the changes mentioned below, the Group has The financial statements are presented in millions of euros,
consistently applied the same accounting policies for all the except where otherwise indicated. The euro is the functional
periods included in these consolidated financial statements. currency. The percentages are calculated on the underlying
figures in thousands. The historical cost convention has been
As referred to in the notes 10 and 20, the Group has present- applied except for investment property and derivative instru-
ed the Food Retail operations separately in the balance sheet ments, which are stated at fair value. Assets held for sale are
as at year-end 2017 as ‘Assets held for sale’ and as ‘Liabilities recognised at the lower of their existing carrying amount and
directly related to assets held for sale’. In line with the fair value, less costs to sell.
applicable reporting standards, the comparative figures in the
balance sheet have not been restated and therefore provide a The preparation of the financial statements in conformity with
less useful comparison. In the notes to the balance sheet, IFRS requires management to make judgements, estimates
only the amounts relating to the continuing operations (Food- and assumptions that affect the application of accounting poli-
service) as at 30 December 2017 have accordingly been cies and the reported amounts of assets, liabilities, income
included whereas the amounts for both the continuing opera- and expenses. Estimates and associated assumptions are
tions (Foodservice) and the discontinued operations (Food based on historical experience and other factors that are
Retail) are included in the figures stated alongside. believed to be reasonable in the circumstances. Their outcome
forms the basis for the judgement on the carrying amounts of
In the profit and loss account, the Food Retail operations assets and liabilities which cannot easily be determined from
have been presented on a single line under the heading other sources. Actual results may differ from these estimates.
‘Profit from discontinued operations, after tax’ for all the Estimates and underlying assumptions are reviewed on an
presented periods. In the case of the notes to the profit and ongoing basis. Revisions to accounting estimates are recog-
loss account, however, only the amounts relating to the nised in the period in which the estimates are revised if the
continuing operations (Foodservice) have been included for revision only affects that period, or in the revision period and
all the periods presented. As regards the comparative any future periods affected if the revision affects the current
figures, therefore, the amounts concerned differ from the and future periods.
amounts stated in the 2016 financial statements, since these
also included the discontinued operations. The carrying amounts of qualifying assets are tested regularly
for indications of impairment. If there are any such indications,
In the cash flow statement, no changes have been made the recoverable amount of the asset is estimated on the basis
and, just as in preceding periods, the cash flows from both of the present value of the expected future cash flows or the
Foodservice and Food Retail have been included. The fair value less costs to sell. An impairment loss is recognised if
121
We have already discussed the impact of this new stan- ting them. This property accordingly has the nature of a finan-
dard, in the 2016 annual report. There have basically been cial investment and the fair value provides a more accurate
no material changes in the situation described on that occa- view of the economic performance. The existence of a trans-
sion. More than half of all the leases that are affected by the parent property market for supermarket premises means that
new standard are connected with the Food Retail opera- the fair value can be calculated by applying a typical market
tions. As a consequence of the decisions relating to Food capitalisation factor to the rental income.
Retail as at year-end 2017, it may be expected that they will
cease to have anything to do with the Group in the course of CASH FLOW STATEMENT
2018. The impact of the standard at Group level will therefore IFRS allows the cash flow statement to be prepared using
be considerably diminished. either the direct method or the indirect method, albeit with a
preference for the direct method, and this is the method adopt-
F. Specific choices under IFRS ed by the Group as it provides the most accurate view of the
actual cash flows. A reconciliation with the indirect method is
In some instances, IFRS permits various options in the included in note 32. The cash flow statement shows the cash
application of accounting principles. The most important flows from both the continuing operations and the discontinued
choices are explained below: operations. A summary of the cash flows from the discontinued
operations has been included in note 11.
MEASUREMENT OF FAIR VALUE
A number of accounting policies and disclosures require the G. Accounting policies
measurement of fair value.
G1 NET SALES
The Group periodically reviews significant changes in value. This is the proceeds from the sale of goods and services to
Where fair value measurement is based on external informa- third parties, net of value added tax, volume, other discounts
tion, the Group assesses the documentary evidence of fair and the value of loyalty programmes. Sales made in partnership
value obtained from the third parties concerned to verify that with suppliers of fresh produce are also included. Some product
the amounts arrived at satisfy IFRS requirements, including lines are supplied directly to the stores of supermarket franchi-
the hierarchical level of the fair values into which such sees. However, since the contract terms, commercial manage-
measured amounts are classified. More information on the ment and financial settlement are arranged by the Group, the
assumptions underlying the measurement of fair value is amounts concerned are included in the Group’s revenue. Sales
contained in the following notes: are recognised when the significant risks and rewards of
Accounting policy ownership have been transferred to the purchaser or the
Investment property F service has been performed.
Other financial assets, fair value hedge H2
Assets held for sale H13
Bank borrowings H2
INVESTMENT PROPERTY
IFRS allows the option of measuring investment property at
either cost or fair value. The investment property comprises
supermarket premises leased to Group franchisees. In
contrast to the other property included in property, plant and
equipment, the fair value is unequivocal. Moreover, the Group
may not be the owner of these premises but may be sublet-
In the case of acquisitions prior to 28 December 2003, The applicable depreciation percentages are:
goodwill is the amount calculated according to the Land Nil
previously applicable accounting standards. Goodwill is Buildings/alterations 3 t/m 12½
carried at cost less any cumulative impairment losses. Retail premises 3
Goodwill is allocated to cash-generating units. Goodwill is Plant and equipment 12 ½ t/m 33
not amortised but tested for impairment annually, or at Other 12 ½ t/m 33
other times when there is an indication of impairment. In
the case of associates, the goodwill is reflected in the
carrying amount of the investment. All other intangible
assets are carried at cost less straight-line amortisation
123
H. Other accounting policies to the profit and loss account in the same period or periods in
which the underlying liability affects the result. The ineffec-
H1 FOREIGN CURRENCY tive portion of any gains or losses is recognised immediately.
Transactions denominated in foreign currencies are trans-
lated at the spot rate on the transaction dates. Receivables Hedging monetary assets and liabilities
and payables are translated at the exchange rate on the Where a derivative financial instrument is used to hedge the
balance sheet date, with exchange differences recognised currency risk on a recognised monetary liability, hedge
in the profit and loss account. As all the Group’s subsidiar- accounting is in principle not used, meaning that the gain or
ies, associates and joint ventures are Dutch or Belgian loss on exchange is recognised in the profit and loss account.
companies there is no translation risk. The treatment of
financial derivatives is described below. H3 OTHER OPERATING INCOME
This item includes rental income from investment and other
H2 FINANCIAL INSTRUMENTS property. It also includes any gains and losses in the fair value
Non-derivative financial instruments of investment property and book profits or losses on the sale
Non-derivative financial instruments comprise other financial of such property and on the disposal of assets included in
assets, trade and other receivables, other current assets, property, plant and equipment, together with similar income.
cash and cash equivalents, bank borrowings, trade and other
payables and other liabilities and accruals. H4 EXPENSES GENERAL
The presentation of expenses is based on classification by
Derivative financial instruments nature. The same classification is used for internal reporting
The Group makes use of financial derivatives to hedge the purposes. Expenses are recognised in the year to which they
exchange rate and interest rate risks associated with its oper- relate. Rents and operating lease instalments are charged to
ating and financing activities. In accordance with its treasury the profit and loss account on a straight-line basis over the
policy, the Group neither holds nor issues derivatives for trad- periods of the contracts concerned.
ing purposes. However, derivatives which do not meet the
criteria for hedge accounting are treated as trading instru- H5 EMPLOYEE BENEFITS
ments. Derivative financial instruments are recognised at fair i Defined-contribution plans
value. The gain or loss on revaluation to fair value is recog- Pension scheme contribution liabilities under defined-
nised immediately in the profit and loss account. If deriva- contribution plans are recognised as an expense in the
tives do, however, meet the criteria for hedge accounting, profit and loss account when the contributions fall due.
recognition of any resulting gain or loss depends on the This is the case for almost all of the Group’s schemes
nature of the item that is hedged, as explained below. providing privately insured benefits to top up state bene-
fits including the schemes provided by EMTÉ Super-
The fair value of forward interest rate and exchange rate markten and for certain groups of employees, such as
contracts is the estimated amount that the Group would fruit and vegetable and meat department staff, which are
have to pay or would receive if the instruments were covered by industry pension funds. These arrangements
cancelled on the balance sheet date. This information is are classed as a defined-contribution plan because the
provided by statements obtained from reputable financial Group is only under obligation to pay the agreed level of
institutions which act as the counterparties. A positive fair contributions and does not bear any additional actuarial
value of derivatives is recognised as other financial assets, or other risks in respect of the accrued length of service.
and a negative fair value is included in long-term debt. The pension scheme provided by Stichting Pensioen-
fonds Sligro Food Group qualifies under IAS 19 as a
Hedging collective money purchase arrangement, i.e. defined-
Cash flow hedge contribution plan.
When a derivative financial instrument is designated as a
hedge associated with the variability of the cash flows (due ii Defined-benefit plans
to interest rates and exchange rates) from a recognised liabil- The Group does not currently have any defined
ity, the effective portion of a gain or loss on the derivative benefit plans.
financial instrument is recognised in equity (via the statement
of recognised income and expense). This item is transferred
H7 SHARE IN RESULTS OF
ASSOCIATES
This concerns the Group’s share in results of associates.
125
H10 FINANCIAL ASSETS Overdrafts forming an integral part of the Group’s cash
Investments in associates are accounted for using the equity management and payable on demand are included in the
method and, at initial recognition, are stated at cost, including cash flow statement in the movement in cash, cash equiva-
goodwill, but excluding associated transaction costs, with a lents and short-term bank borrowings.
carrying amount of not less than nil, unless the Group is under
an obligation to absorb losses either partially or entirely or has H15 PROVISIONS
given rise to genuine expectations that it will do so. Unre- The provision for deferred tax liabilities is included at face
alised intragroup results are eliminated. Other financial assets value calculated at the prevailing or, if known, future tax rate
mainly comprise interest-bearing loans to customers and and has already been explained in H8. The provision for em-
loans to associates. The loans are carried at amortised cost ployee benefits is explained in H5. The other provisions relate
less any impairment losses. to existing obligations connected to risks relating to franchis-
es and guarantees carried at the amounts estimated as prob-
H11 INVENTORIES ably being payable in the future. Where the effect is material,
Inventories are carried at the lower of cost, using the FIFO the carrying amount of the future obligation is discounted.
method, or market value, which is taken as being the esti-
mated sales value in normal circumstances, less selling costs. H16 INTEREST-BEARING DEBT
The carrying amount includes allowances for internal distribu- Interest-bearing debt is initially recognised at fair value less
tion, whereas bonus discounts are deducted. related transaction costs. The liabilities are subsequently
carried at amortised cost determined using the effective
H12 TRADE AND OTHER RECEIVABLES AND interest method.
OTHER CURRENT ASSETS
Trade receivables are initially carried at fair value and H17 OTHER LIABILITIES, ACCRUALS AND
subsequently at amortised cost less any impairment losses. DEFERRED INCOME EQUITY AND
LIABILITIES
H13 ASSETS HELD FOR SALE AND These are carried at amortised cost.
LIABILITIES DIRECTLY RELATED TO
ASSETS HELD FOR SALE I. Basis of consolidation
Assets are designated as being held for sale if it is highly
probable that their carrying amount can be expected to be Subsidiaries are those entities over which Sligro Food Group
realised essentially through sale and not through their continu- N.V has control. Subsidiaries are fully consolidated. Sligro
ing use. Such assets are generally recognised at the lower of Food Group N.V. is the holding company for the following
carrying amount and fair value less costs to sell. Any impair- wholly-owned subsidiaries:
ment loss on a group of assets and liabilities to be disposed of
is in the first instance attributed to goodwill and subsequently Foodservice
to the remaining assets and liabilities on a proportionate basis, – Sligro Food Group Nederland B.V., Veghel.
except that impairment losses are not attributable to invento- • Sligro B.V., Veghel.
ries, financial assets, deferred tax assets, assets relating to • De Dis B.V., Ter Apel (86%).
employee benefits or investment property, all of which contin- • Van Hoeckel B.V., ‘s-Hertogenbosch.
ue to be recognised according to the usual accounting policies • Bouter B.V., Zoetermeer.
of the Group. Impairment losses resulting from the initial • Tintelingen B.V., ‘s-Hertogenbosch.
classification as held for sale and gains or losses resulting from – Sligro Food Group International B.V., Veghel.
subsequent revaluation are recognised in profit or loss. • Sligro Food Group Belgium N.V., Rotselaar.
- Sligro België N.V., Antwerp.
Once assets have been designated as held for sale, there is no - JAVA B.V.B.A., Rotselaar.
further recognition of amortisation of intangible assets or - Freshtrans B.V.B.A., Rotselaar.
depreciation of property, plant and equipment concerned. • Exquisite Food N.V., Ghent.
- I.S.P.C. International N.V., Luik.
H14 CASH AND CASH EQUIVALENTS - I.S.P.C. Gent N.V., Ghent.
Cash and cash equivalents comprise cash balances, credit - Exquisite Seafood N.V., Ghent.
balances at banks and deposits and are carried at face value. - Océan Marée N.V., Anderlecht.
127
128 Sligro Food Group 2017
NOTES
to the consolidated financial statements
Notes Page
129
1. Acquisitions, investments and disposals
On 23 January 2017, we announced the acquisition of ISPC in Belgium. ISPC is a leading Belgian wholesale supplier to the hospi-
tality sector operating a combination of cash-and-carry and delivery outlets in Ghent and Liège. With this acquisition, along with
the JAVA Foodservice business acquired in the preceding year and our existing sales in Belgium from outlets in the Netherlands,
we are continuing to expand our position in Belgium. Through the integration of ISPC into the Group’s Foodservice network we
expect to be of even better service to our customers and moreover to achieve synergistic gains from joint marketing, a combined
supply chain and shared purchasing. The transaction was completed on 2 May 2017, and the business has been included in the
Group’s consolidation with effect from that date. All the shares of Exquise Food N.V. and its subsidiaries have been acquired by
us. In 2016, ISPC had sales totalling approximately €86 million and a workforce of 250. The ISPC contribution to SFG sales in 2017
was €59 million. The acquisition made a positive contribution to Group results in 2017.
On 22 December 2016, we announced the acquisition of Tintelingen. Tintelingen specialises in ‘own choice’ Christmas presents,
supplying gifts for businesses to distribute in either physical or digital form. By combining this with our strength in traditional
Christmas gifts we believe we can provide our customers with an even better service and derive synergies as regards marketing
and purchasing.
The transaction was completed on 7 July 2017, and the business has been included in the Group’s consolidation as from that date.
All the shares of Tintelingen B.V. have been acquired by us. In its previous financial year, spanning 2015/2016, Tintelingen recorded
revenue of €8 million, with 11 staff. Our reporting under IFRS rules means that a large part of the Tintelingen revenue from gift
cards will not be recognised as such as only the associated fee income counts, leaving roughly half of the above amount to be
included in our sales figures. With effect from the date of inclusion in the consolidation, the financial year has also been changed
to coincide with our practice. In 2017, Tintelingen contributed €3 million to sales. The acquisition made a positive contribution to
Group results in 2017.
On 9 May 2017, we announced a strategic alliance with HEINEKEN, creating a partnership with Sligro for beer and cider under
which Sligro is to look after the processing, warehousing and delivery of beer and cider orders from the hospitality sector on
behalf of HEINEKEN, except for tank beer, which HEINEKEN will continue to handle itself. The combination of these activities by
two market leaders is a major strategic step for Foodservice, enabling us to provide our customers with increased service options
and a better standard of service. The combined logistics also offer scope for savings which both companies should benefit from,
plus there is the opportunity for both partners to enhance the level of service to each other’s customers. The partnership deal was
signed on 1 December 2017. That is the date on which the partnership contracts became effective and also the date on which the
transactions relating to the reciprocal transfer of business assets were concluded. This concerns the sale of HEINEKEN’s
wholesale business to Sligro Food Group, representing approximately €180 million annually. And the sale of Sligro Food Group’s
beer and cider business forming part of the Foodservice delivery operations to HEINEKEN, representing approximately €30 million
annually. Finally, the fee receivable by Sligro Food Group for its logistics services represents revenue of approximately €20 million.
On an annualised basis, therefore, Sligro Food Group will be adding approximately €170 million to its sales with this transaction.
The total number of employees (temporary as well as permanent staff) involved in these activities at HEINEKEN was 370 FTEs.
All these effects have been included in the Group’s consolidated figures with effect from 1 December 2017, adding an additional
€15 million to sales in 2017 overall. The acquisition made a positive contribution to Group results in 2017.
The transaction by which Sligro Food Group’s Foodservice delivery beer and cider business was sold to HEINEKEN involved a
transfer of assets and liabilities. Along with the related customer accounts and customer contracts, the transaction included the
existing inventories together with other related assets and liabilities of very limited extent, transferred at their respective carrying
amounts. A non-recurring book profit of €9 million was realised on the transaction, which has been accounted for entirely as other
operating income in the Foodservice figures in 2017.
1) The fair values are provisional, owing to the short space of time between close and finalisation. There is a possibility of movements between
other intangible assets and goodwill.
131
2. Segment information
As a consequence of classifying Food Retail as discontinued operations, the segment information analysis is no longer included in the
financial statements.
3. Net sales
This is largely made up of sales of food and food-related non-food articles to institutional customers, the hospitality sector,
company restaurants and other large-scale caterers in The Netherlands and Belgium.
9 0
The other incidental results include a book profit of €9 million relating to the sale of Sligro Food Group’s delivery beer and cider
business to HEINEKEN.
5. Employee-related items
215 190
3 5
Closing balance 3 5
133
5.E. SHARE-BASED PAYMENTS (SHARE OPTION SCHEME)
The target group for the share option scheme in force until 2014 comprised approximately 40 individuals, awarded uncondi-
tional share options which vest immediately and can be exercised after 4 years. With effect from 2015, the award of share
options for this group of individuals becomes conditional on continued service. The exercise price is the first ex-dividend price
after the grant date. Under the share option scheme rules, at least 50% of any net gain (after tax) must be used to buy Sligro
Food Group shares, which in turn will be locked up for four years. The number of share options awarded to Sligro Food Group
N.V Executive Board members will be based on a fraction of their average base salary and the award ratio multiplied by a factor
depending on the development in the total shareholders’ return relative to a peer group, varying between 0% and 150%. The
composition of the peer group forms part of the scheme, as approved by the General Meeting of Shareholders and published
on the website. The peer group benchmarking in 2017 gives a factor of 50% (2016: 50%). The other members of the target
group will receive, depending on category, 50% or 25% of the award made to the Executive Board members.
A change was made to the share option plan with effect from 2015, award of the options (Groen Bloed Certificaten - ‘Green
Blood Depositary Receipts’) becoming conditional on continued service from 2015 onwards. The fair value of the options is
amortised on a straight-line basis over the period for which the option rights are valid. Profit-sharing granted with effect from
2015 is payable entirely in shares. These shares are then frozen for one year for staff and for four years in the case of manage-
ment. These options are treated as ‘equity settled’ in their entirety.
Additionally, the target group for these options has been increased as from 2015. For many years, Sligro Food Group has had a
share ownership plan for all its employees. Depending on the profit as a percentage of Group sales, staff receive a profit share
as a percentage of their gross pay up to a maximum gross salary of €50,000, payable in the form of shares (50% of the profit
share) and share options (50% of the profit share). Profit-sharing granted with effect from 2015 is payable entirely in shares.
These shares are then frozen for one year for staff.
Prior to year-end 2014, shares were repurchased to match all options in issue as at the date of award, the shares concerned
then being held by the foundation managing employee shares. From 2015, this is being done on the basis of expectations
arrived at by applying the Black & Scholes formula explained below.
2017 2016
Opening balance 1,218,272 842,885
Exercised (122,000) (137,200)
Awarded 434,488 512,587
The exercise price for the options exercised in 2017 was €24.65. The actual share price at the time of exercise was €35.30.
For disclosures relating to the number of options awarded to the individual members of the Executive Board, reference is made to
note 6.
The following statement shows the way in which the remuneration policy was applied in practice during the reporting period. The
remuneration charged to the profit and loss account for the company’s Executive Directors in 2017 amounted to €2,235 thousand
(2016: €1,897). The remuneration can be analysed as follows:
The short-term and long-term bonuses are based on performance in the year in question and are paid in the following year.
These bonuses are 50% (2016: 50%) determined by the extent to which the budgeted profit target is achieved. If less than
90% of the target is reached, the bonus is nil, whereas achieving the target will lead to a short-term bonus of 15% of the
fixed salary (2016: 15%). If the target is exceeded, the bonus is increased in line with the percentage outperformance. For
2017, the other 50% depends on the achievement of the Business Case level for the EMTÉ 3.0 order platform for at least
75% of the delivery-service customers, the setup and launch of the IT 2020 plan and the implementation of a number of
new omni-channel business cases. These targets are aimed at long-term value creation. The long-term bonus is equal to the
short-term bonus but has to be used to purchase Sligro Food Group shares that then have to be held for at least four years.
Long-term thinking and long-term value creation are also incentivised by the remuneration structure in that the long-term
bonus and options are subject to waiting periods of at least four years. Scenario analyses relating to remuneration are taken
into account when setting the budgeted profit target and the other targets. The 2017 bonuses were calculated at 78% of the
target level (2016: 50%).
The value of the options concerns the number of options awarded in the year multiplied by the value of each option based on
the formula stated in note 5.e. In relation to share and share option transactions, the acquirers are bound by insider trading
rules. Additionally, transactions in shares are only allowed in the two weeks following publication of the results for the year,
the interim results and the shareholders’ meeting and on condition that there is no suggestion of inside information.
The members of the Executive Board are also able to claim expenses and a mileage allowance for using their own cars in
connection with the business. Since these benefits serve to cover actual costs incurred and are not considered to form part
of the remuneration as such, they have not been included in the above totals.
135
The annual remuneration for the chairman of the Supervisory Board, was €50 thousand (2016: €50) and that of the other
members of the Supervisory Board €35 thousand (2016: €35). The remuneration of the supervisory directors who resigned
in 2017 was €13 thousand ( 2016: €9). The remuneration of the supervisory directors who were appointed in 2017 was €27
thousand (2016: €26). Members of the Supervisory Board also received attendance fees totalling €33 thousand (2016: €45).
The remuneration is not performance-related. The total remuneration amounted to €223 thousand (2016: €235). No options
have been awarded to the Supervisory Board, nor have any loans, advances or guarantees been granted to either the Execu-
tive Board or the Supervisory Board.
Options
Opening balance 33,900 24,700 33,900
Exercised (8,000) (4,000) (8,000)
Awarded 5,800 5,800 5,800
The actual share price at the time of exercise in 2017 was €35.30.
Options Exercise price K.M. Slippens R.W.A.J. van der Sluijs W.J.P Strijbosch
None of the members of the Supervisory Board owns any shares in the company or options to acquire the company’s shares (2016:
no change).
7. Audit fees
The fee for auditing the financial statements has been included in general administrative expenses and in 2017 amounted to €542 thou-
sand (2016: €375). The increase is related to the expansion of the audit work to Belgium following the acquisition of ISPC and the one-off
costs relating to the acquisitions and the developments at Food Retail. The 2017 fees include an amount of €20 thousand in respect of
additional costs relating to the audit of the preceding financial year (2016: €15). Other assurance-related services performed by the
external auditors mainly concern other activities, including scrutiny of customer-related contracts and processing of the purchase price in
relation to acquisitions, for which fees charged in 2017 by the auditors amounted to €30 thousand (2016: €25). The auditors are not
engaged to perform consultancy work.
Finance income from loans granted to customers and late payment credit charges received
from customers, plus interest on tax paid in advance 0 0
9. Income taxes
We are at pains to be seen by all our stakeholders as a company engaged in the ethical conduct of its business, and we are
happy to render account of our activities whenever requested, for example in meetings with investors or when briefing the
Works Council on our results. Tax matters also figure on the agenda of the Audit Committee, and this committee regularly
examines whether tax advice received and tax returns filed are in line with Sligro Food Group’s policy. Tax is also excluded
from the KPIs used by our company.
Where appropriate, we approach and engage with the relevant tax authorities proactively, and for some years we have
formalised this on the basis of a tax agreement, referred to as Horizontal Supervision, with the Dutch Tax and Customs
Administration. This ‘covenant’ involves reciprocal agreements on the way in which the company and the tax authorities deal
with each other in a transparent manner. This includes specific agreements regarding the efforts on the part of the company
to ensure that tax control is an integral part of the overall control measures that are in place and we are constantly working to
ensure that this is the case. Progress is monitored as part of the regular structure of meetings with the tax authorities, always
with a view to paying our fair share of tax rather than attempting to see how little tax we can get away with.
Although the concept of ‘horizontal monitoring’ (i.e. self-assessment) does not exist in Belgium we are also proactively
seeking to engage with the competent Belgian authorities. Our aim in doing so is to avoid possible tax risks relating to our
recent start-ups and acquisitions in Belgium and moreover to build up a relationship with the tax authorities analogous to the
situation in the Netherlands. In the year under review we succeeded in agreeing rulings on transfer pricing and legal mergers.
The basis for and agreement of the transfer pricing method used forms an integral part of our tax management. This accord-
ingly includes satisfying the supplementary documentation requirements connected with filing Country by Country Reports
applicable with effect from 1 January 2016, as well as both group and local dossiers.
In both the Dutch and Belgian tax systems there are differences between reported profit and taxable profit. Such differences
arise for various reasons including recognition of different amounts for intangible assets, real estate, inventories and provisions
for tax purposes as opposed to reporting rules, as well as amounts that are either not tax allowances or are not deductible in full.
137
The tax charge in the profit and loss account can be analysed as follows
The tax charge relating to continuing operations excludes the tax charge relating to discontinued operations amounting to €1
million (2016: €1), this amount being included in the item ‘Profit from discontinued operations, after tax’ (see note 10).
At the end of each year, we make estimates with regard to a number of tax items. When the time comes to file the tax return, the
actual figures may differ, resulting in discrepancies (to a limited extent). The necessary adjustments relating to prior years are
accounted for in the current year.
As part of our CSR agenda, we are investing in more sustainable air-conditioning/refrigeration and heating systems at our sites.
These qualify for tax breaks which we make use of.
Since 2010 we have used innovation allowances for our proprietary paperless order collection system. In accordance with the
agreement reached with the tax authorities, we made use of this facility of up to year-end 2016. The scope for taking advantage of
innovation allowances in the years ahead appears to be restricted at this stage.
The tax-free results of associates relate to our share in the profits after tax of our associated investees. The profits concerned
come under the substantial holding privilege for tax purposes. The other adjustments mainly relate to employee benefit costs that
are not tax-allowable, including our share bonus plan, as well as non-deductible professional fees relating to acquisitions.
Liabilities 1 0
As at year-end 2017, all wholly owned subsidiaries in the Netherlands were included in the tax group for corporate income tax
purposes. Tax is levied on the tax group as if it were one company. Implicit in this is that all the companies making up the tax group
bear joint and several liability for the tax liabilities of the group. The year-end position relates to the financial year concerned.
Net liability 25 28
The deferred tax liabilities mainly relate to the recognition of intangible assets from acquisitions and to different carrying amounts
for property, to which special tax rules apply. In addition, in past years, tax facilities allowing accelerated depreciation of capital
expenditure as part of the measures to address the financial crisis were utilised. Investments of more than 5% in the share capital
of other companies qualify for the substantial-holding privilege, under which profits and/or dividends are not taxed (and losses are
also not deductible). The difference in the carrying amounts of such investments is therefore not taken into account in the calcula-
tion of the deferred tax liabilities.
139
Movements during the year were as follows:
Closing balance 25 28
There are no deferred tax liabilities or assets that have not been recognised in the balance sheet.
In July 2017, the Group announced that it would be conducting a study in the second of 2017 to find an alternative strategy for our
retail operations that would create the most value. The outcome of this study is that the Food Retail activities qualify as discontin-
ued operations and as assets held for sale (see note 20) as at year-end 2017. Previously, the Food Retail segment was not desig-
nated as being held for sale or as discontinued operations. The comparative figures in the profit and loss account have been
restated in order to present the discontinued operations separately from the continuing operations. Intersegment sales between
Foodservice and Food Retail are limited in extent and have been eliminated.
A condensed profit and loss account statement is presented below for the discontinued operations:
Reclassification 1 1
Capital expenditure 5 8 13
Disposals
Acquisitions 19 20 0 20
Amortisation (17) (8) (25)
Total movements 19 8 1 9
Capital expenditure 5 9 14
Disposals (0) (0)
Acquisitions 40 89 0 89
Amortisation (18) (8) (26)
Transferred to assets held for sale (30) (10) (10)
Total movements 10 66 1 67
155 145
141
The store locations, customer bases and other assets can be analysed as follows:
133 67
The recoverable amount of the Foodservice cash-generat- TERMINAL GROWTH RATE 1% (2016: 1%)
ing unit is based on a calculation of the value in use arrived For the Foodservice and Food Retail activities, the net
at by taking the net present value of the estimated future present value model is based on estimated cash flows over
cash flows that will be generated by the continued use of a period of five years. The terminal growth rate is derived
this cash-generating unit. Based on this calculation, it has from the nominal GDP growth rate in the Netherlands.
been concluded that the recoverable amount of the
Foodservice cash-generating unit is considerably higher ESTIMATED EBITA GROWTH RATE 1% (2016: 1%)
than the carrying amount and that therefore no impairment The estimated growth in Ebita is given by the compound
loss needs to be recognised (2016: no change). annual growth over the first five years of the plans used
for impairment testing and also takes account of past
IMPORTANT ASSUMPTIONS USED IN THE experience.
ESTIMATES OF THE NET PRESENT VALUE OF
THE CASH FLOWS SENSITIVITY ANALYSIS
The basis is the average operating profit before amortisation A sensitivity analysis has been performed on the
(Ebita) in the preceding year and the budget for the current assumptions used to estimate the net present value of the
year, the reasonableness of the assumption being tested cash flows. If the discount rate is increased by 2%-points or
against the operating profits in earlier years. The main the terminal growth rate is reduced by 1%-point, there is
assumptions used in calculating the recoverable amount are still ample headroom between the net present value and
the discount rate, the terminal growth rate and the rate of the carrying amount. If Ebita growth is cut to 0%, there is
growth in Ebita, which are as follows: still ample headroom in the case of Foodservice.
Capital expenditure 33 12 28 5 78
Disposals (0) (0) (0)
Acquisitions 10 0 6 16
Transfer2) (4) (0) (0) (4)
Depreciation (17) (7) (18) (42)
Impairments (2) (0) (0) (2)
Total movements 20 5 16 5 46
1) The capital expenditure is the net investment in the year under review plus transfers to property, plant and equipment during the year
2) From assets held for sale.
LEASED ASSETS
The Group has entered into finance lease contracts for assets in property, plant and equipment with a carrying amount of
€7 million as at 30 December 2017 (2016: €9).
143
WHOLESALE OUTLETS, RETAIL STORES AND DISTRIBUTION CENTRES
Land and buildings can be analysed as follows:
238 282
The area of land totals 784,000 m2 (2016: 876,000 m2), of which 288,000 m2 (2016: 288,000 m2) is accounted for by the
central complex.
Closing balance 0 20
The investment property transferred to assets held for sale includes 8 (2016: 8) supermarket premises leased to franchisees
on operating leases. The gross floor area amounted to 12,141 m2 (2016: 12,141 m2). The future minimum lease payments
under non-cancellable leases are disclosed in note 28. The direct costs associated with the investment property amounted
to €14 thousand (2016: €13). The leases are on normal terms. External appraisals were conducted in 2017 for validation
purposes.
9 17
ASSOCIATES
The investments in associates are as follows:
in % 2017 2016
Foodservice
O. Smeding & Zn. B.V., Sint Annaparochie 49 49
M. Ruig & Zn. B.V., Oostzaan 25 25
G. Verhoeven Bakkerij B.V., Veldhoven 25 25
Slagerij Kaldenberg B.V., Herwijnen 33 33
Vemaro B.V., Venlo 40 40
Coöperatieve Inkoopvereniging Superunie B.A.1), Beesd
BLOC Groepering voor Samenaankoop en Invoer CVBA1), Strombeek
Food Retail
Spar Holding B.V., Waalwijk 45 45
Super Direct Retail B.V. , Zaltbommel
2)
37 37
The carrying amounts of the investments in associates derive from the most recently published figures. All the investments,
with the exception of that in Super Direct Retail B.V., are of a strategic nature. Voting rights are equal to the percentage interest
in each case.
Closing balance 53 51
145
The summarised financial information for the associates, on the basis of a 100% interest as shown by their most recent financial
statements (i.e. 2016 or 2015), is as follows:
16. Inventories
Inventories were made up as follows:
207 245
In the carrying amount of inventories, a provision for obsolescence is included for an amount of €5 million (2016: €4).
173 179
Closing balance 4 4
24 24
The other amounts receivable and prepaid expenses include staff loans and receivables in respect of investment projects, as well
as purchase discounts still to be received in respect of promotion periods already ended.
58 92
The maturity of the time deposit is 30 September 2018 and is associated with guarantees provided by a financial institution.
20. Assets held for sale and liabilities directly related to assets held for sale
The assets held for sale and the liabilities directly related to them are made up as follows:
147
20.1. DISCONTINUED OPERATIONS
In the second quarter of 2017, we evaluated the EMTÉ 3.0 Having weighed up all of the alternatives, we decided to
format and examined our future in Food Retail. The main follow the more informal review in the second half of 2017
conclusions from the evaluation of EMTÉ 3.0’s performance by starting a formal process with the aim of arriving at a
were and remain that the format is much appreciated by our definitive transaction for one or other of the scenarios (part-
customers, but that this has not translated sufficiently into nership or sale). It is expected that this process will lead to
sales growth. The optimisations implemented are, however, a transaction for the Food Retail activities in the course of
bearing fruit, but it is expected to take longer to achieve our 2018. We emphasise that care will have priority over speed
business case objectives. Based on this outcome of the in this process.
evaluation, we suspended conversions to 3.0 for the rest of
2017 and have concentrated mainly on improving profitabili- For our ultimate decision, we will always take the interests
ty and further optimisation of the format. In 2018, we will of all our stakeholders into account as we arrive at a sound
continue to work along these lines, and for the time being solution.
only sites planned for relocation will be converted to 3.0. In
the first quarter of 2018, no locations will be converted
based on this planning.
x € million 2017
ASSETS
Goodwill 30
Other intangible assets 10
Property, plant and equipment 80
Investment property 20
Other financial assets 2
Total non-current assets 142
Inventories 45
Trade and other receivables 27
Other current assets 5
Cash and cash equivalents 2
Total current assets 79
No impairment losses have been recognised in relation to the statement at a lower value of the Group’s assets and liabilities to
reflect the lower of carrying amount and fair value.
Closing balance 0 3
149
21. Shareholders’ equity
All shareholders are entitled to dividends as declared from time to time and have the right to cast one vote per share in sharehold-
ers’ meetings. The overall changes in equity are analysed in greater detail on page 118.
SHARE PREMIUM
This includes amounts paid in on the shares over and above the nominal value.
OTHER RESERVES
An amount of €13 million of the other reserves (2016: €11) is not freely distributable and relates to the difference between the
retained profits calculated on the basis of the parent company’s accounting policies plus the movements accounted for directly in
the equity of the companies invested in (resulting from revaluations) and the part thereof that is distributable to the parent.
REVALUATION RESERVE
Where recognition of investment property at fair value leads to a positive adjustment of the carrying amount, a revaluation reserve
is formed of the same amount, after allowing for deferred tax liabilities. This reserve is not freely distributable.
HEDGING RESERVE
This comprises the effective part of the cumulative net movement in the fair value of cash flow hedges of long-term loans. This
reserve is not freely distributable.
81 73
This proposed profit appropriation, except for the interim dividend, has not been reflected in the balance sheet and does not affect
the corporate income tax on profits.
The staff share options awarded, the exercise price of which is below the average share price for the year, have been included in
the calculation of the diluted earnings per share.
151
24. Long-term and short-term borrowings
LONG-TERM LIABILITIES
Remaining term to
x € million Interest rate maturity (years) 2017 2016
USD 75 million loan (bullet loan) 4.15% 3 63 71
€30 million loan (bullet loan) 1.33% 6 30 30
€40 million loan (bullet loan) 1.67% 8 40
€70 million loan Euribor + variable markup 3 70
USD 75 million loan (bullet loan) 3.55% 71
Lease liabilities and other amounts owed 4 2
207 174
Current portion of long-term borrowings
due within one year 14 71
Amounts falling due after more than
one year 193 103
Amounts falling due after more than
five years 70 30
The Group uses cross-currency interest rate swaps to manage interest rate and foreign currency risks of the USD loans in
accordance with its treasury policy. This means that the result on exchange on the USD loans, amounting to €13 million posi-
tive (2016: €5 negative), and that on the swaps, amounting to €13 million negative (2016: €5 positive), cancel each other out
completely. The term of the swaps is the same as that of the loans. The hedging of the outstanding USD loan has been treated
as a cash flow hedge.
The 4.15% USD loan has been effectively converted into a 3.96% EUR loan by means of a cross-currency interest rate swap. The
amortised cost of this loan is translated at the dollar exchange rate ruling on the balance sheet date. The fair value of the swap
relating to the 4.15% USD loan is €1 million positive (2016: €10 million positive), which has been included in other financial assets.
In 2016, the Group entered into a shelf facility in the form of a US Private Placement. This is an uncommitted facility of up to €100
million which the Group can draw on over three years. The Group can set the size of the loan (with a minimum of €10 million) and
the maturity (with a minimum of 7 years) for each drawing under this facility. The interest rate depends on the market rate at the
time of the drawing. In April 2016, the Group drew an initial loan of €30 million under this facility, with a term of 7 years and at a
fixed interest rate of 1.33% per annum. In September 2017, the Group drew down a second loan of €40 million, with a term of 8
years and at a fixed interest rate of 1.67% per annum. Consequently, the Group can still draw up to €30 million up to the end of
March 2019.
In 2017, the bank facility with Rabobank was reviewed and extended. Under this new facility, a loan of €70 million was drawn down.
This loan has a term of three years and bears interest at a variable rate linked to Euribor. An initial repayment instalment of €10
million occurs in 2018. For further disclosures, reference is made to page 92 ‘Financing in outline’.
The 3.55% USD loan was effectively converted into a 3.46% EUR loan. The fair value of the swap on this USD loan in 2016 was
€13 million positive, which was accounted for in other current assets. This loan was repaid in its entirety at the end of 2017.
Sligro Food Group was required to satisfy the following ratio as at year-end 2017 in respect of both the long-term debt and the
overdraft facilities:
Required Actual
Net interest-bearing debt/operating profit before depreciation and amortisation < 3,0 0,8
The requirement was therefore comfortably met. In the event of failure to satisfy the agreed ratio, the lenders have the right to
impose further requirements.
19 24
66 63
The employees item includes liabilities in respect of profit-sharing, accrued paid annual leave plus holiday allowances.
153
27. Risk management
The Group is exposed to credit, liquidity and market risks (interest rate, exchange rate and other risks) in its ordinary operations.
There have been no changes in the Group’s risk policy or in the management of these risks compared with the preceding year.
CREDIT RISK
In the case of the foodservice activities, some supplies are made without guaranteed advance payment. The associated receiv-
ables are largely settled through the Business Euro Direct Debit System. Payment has to be actively made by the customer in a
limited number of cases only. Although direct debit does not guarantee payment, should a customer have insufficient funds,
experience has shown that, owing to the diversification provided by a large customer base and the short payment period allowed,
the credit risk in relation to the volume of foodservice supplies made on credit is fairly minor. As at year-end 2017, the receivables
from food retail customers included in other financial assets totalled approximately €7 million (2016: €5) and in trade receivables
totalled approximately €132 million (2016: €111). The trade receivables aged longer than three months relate to Bouter and are
associated with the project-based nature of its activities.
As at year-end 2017, the Group had trade receivables amounting to €41 million (2016: €60). These receivables mainly concern
purchase-related annual agreements and do not become payable until after the end of the year. If a supplier should default on
these payments, the Group would generally be able to recover the amount receivable by setting it against accounts payable to the
supplier concerned.
LIQUIDITY RISK
The Group aims to hold sufficient liquid funds (including in the form of commitments by financial institutions) to meet its financial
liabilities at any time. This is achieved in part by financing operations to a relatively large extent by medium and long-term credit
lines with different repayment schedules. Moreover (partly in view of the changes in credit market conditions), the availability of
€41 million of the short-term facilities is legally enforceable.
Given below is an analysis of the financial liabilities, including estimated interest payments.
Contractual
x € million Carrying cash flows < 1 year 1 - 5 years > 5 years
1) Contractual cash flows are included at the swap rate on the maturity date of the liabilities.
2) The liabilities directly related to assets held for sale included €7 million in respect of long-term liabilities for which adjustments have been
made in the above statement.
155
OTHER RISKS integrity of data and software and the associated decision-
General making process. The numbers of customers, products,
Like any other business, Sligro Food Group faces the usual sites and suppliers, and the interactions between them,
risks associated with its commercial activities. Those risks make this a complex system. Systems of this kind never-
which affect the Group more particularly are considered in theless give us a clear competitive edge but systems failing
greater detail below, and comprehensive risk disclosures can to work or not operating well can threaten the continuity of
be found on pages 70 et seq. the whole business within a relatively short period of time.
We therefore take extensive measures to minimise the risk
Loss of the Sligro culture of such failures.
The organisation is driven by our culture, our ‘Green Blood’,
which has its key focus on customers and our shared Data and data quality are of major importance for smooth
passion for tasty, good and honest food. Safeguarding this operations and for the information we exchange with our
particular culture is, therefore, a key area for attention in a customers, suppliers and other stakeholders. On top of
steadily growing organisation that is now also expanding that, there are strict legal requirements relating to data and
internationally. data privacy, and so data protection also receives a great
deal of attention.
New business models
Our markets have been recovering for some years but Ageing workforce
competition remains fierce, and the market landscape has The average age of our workforce is increasing, and the
become more complex and challenging. The boundaries retirement age for our staff is being steadily raised. This
between foodservice and food retail are blurring. There are situation makes the ageing of our workforce an increasingly
more and more new physical and online players, and existing important consideration for us, especially against the
players are expanding their horizons towards adjacent niche background of the demanding physical work that goes on in
markets. We monitor the various initiatives closely, assess- large parts of our organisation.
ing the extent to which they affect the course which we as
Sligro Food Group have embarked upon. Where market Acquisitions
developments are taking place more rapidly than expected, Despite all precautions and due diligence, acquisitions usually
as in the case of online shopping, we have sufficient flexibili- involve greater risk than organic growth. Yet we see acquisi-
ty and the capacity to speed up our own strategy. Our prefer- tions as an essential part of our strategy, not least for growth.
ence is to do our own thing and come up with solutions to We mitigate the risks inherent in acquisitions as far as possi-
suit us rather than simply responding to the competition from ble by always following a careful takeover process, including
new or existing players. preliminary exploration, and devoting careful attention to the
post-acquisition phase. Many risks along with their financial
Change of management model and other impacts can be limited in this way
A growing business must regularly assess whether its
management model is still suitable to the Group structure. Authorities / NGOs / Regulators
The model in which the commercial formats present their Public authorities on occasion take drastic action which can
own image towards customers with full centrally-managed have a major impact on operations and results. Such actions
integration behind the scenes is still an excellent fit with the can become a threat to a particular part of the business over
activities in the Netherlands. Looking back on our first acqui- a relatively short time horizon. Environmental measures and
sitions and organic growth beyond the borders of the Nether- spending cuts in particular can have a serious effect. Inter-
lands, however, we realise that this model may not automati- vention by regulators can also have a serious impact on
cally work well elsewhere. Greater autonomy at a distance operating processes.
will require changes to our organisational model, manage-
ment and monitoring. Food safety
Since the Group is primarily engaged in the food supply and
Cybercrime, data quality and ICT continuity processing chain, food safety is crucial. The food safety
Effective ICT systems combined with data quality are the precautions we take are mainly aimed at preventing risks for
lifeblood of our business. Managing the risks in these our customers and our employees.
systems involves far more than merely safeguarding the
continuity of data processing. It also means protecting the
Present value 15 14
The operating lease obligations relate mainly to ICT systems. The rental obligations for premises occupied by the Group concern
118 premises (2016: 118) The rental obligations on behalf of customers are matched by leases entered into by the customers for
almost exactly the same amounts. There is a broad variety as regards rental obligations, frequently including the option for the
tenant to renew the lease. The present value stated above is the face value of the rents concerned plus expected annual increases
calculated using a discount rate of two percentage points above the risk-free interest rate.
The investment property relates to property owned by the Group that is leased to franchisees of the Group. Other property inclu-
des items relating to the partial subletting of property used by the Group. This may relate to property owned by the Group and
property which the Group rents.
157
29. Investment obligations 31. Management estimates and assessments
As at year-end 2017, there were investment obligations total- Acquisitions and goodwill
ling approximately €18 million (2016: €22). Note 1 contains information on the measurement of the
fair value of acquired assets and liabilities. In addition,
note 12 contains information about the measurement of
30. Contingent liabilities Repurchase goodwill and the impairment tests that are performed.
commitments
Credit, liquidity and other market risks
Repurchase commitments Note 27 contains information on these risks, together with a
Repurchase commitments have been given to financial insti- sensitivity analysis.
tutions in respect of credit lines granted to retail customers
involving a total exposure of €2 million (2016: €3). Store Receivables from suppliers
alterations, inventories and shop fittings funded by the loans This concerns an estimate of the payments expected from
and advances have been furnished as security for these suppliers as disclosed in note 17.
repurchase commitments, and so they will not normally give
rise to any material financial losses. Where the need never- Provision for obsolete inventories
theless arises, provisions are made to cover possible losses. An estimate based on historical write-offs of inventories is
made of the potential obsolete items in the inventories at
Claims year end.
Claims have been filed against Sligro Food Group and/or
Group companies. These claims are being contested, despite Property, plant and equipment, investment
none of them being of material significance. property and assets held for sale
The Group owns a relatively large amount of property used
by the Group itself, investment property which it leases to
customers and assets held for sale. As at year-end 2017,
these items, excluding capital expenditure on leased premi-
ses, totalled approximately €249 million (2016: €243). An
assumption has been made of continuing use for the existing
purpose unless the assets concerned have been classified
as held for sale. Any changes in this assumption, for example
as a result of relocations, can lead to an adjustment of the
carrying amount down to a lower fair value less costs to sell.
It may also be found that the fair value less costs to sell is
higher than the carrying amount.
The cash flow statement has been prepared using the direct method. The cash flow statement includes receipts and payments
rather than income and expenses. Acquisitions are accounted for in the cash flow statement at the purchase price net of cash and
cash equivalents. The debt-free amount and the purchase price of acquisitions and investments are disclosed in note 1. Receipts
from customers are sales including VAT and the movement in receivables from customers. Payments to the government include
both those for VAT and excise duties as well as payments of payroll deductions, social security contributions and pension contri-
butions. The corporate income tax paid is shown separately.
The following table shows the reconciliation of the cash generated from operations and the operating profit:
Other operating income included in cash flow from investing activities (17) (1)
157 155
The item cash, cash equivalents and short-term bank borrowings can be reconciled with the balance sheet as follows:
60 92
159
33. Related-party disclosures 34. Supply Chain Finance
In the field of short-life perishables, the company operates in In 2015, a Supply Chain Finance programme was established
partnership with and has investments in the fresh produce and was rolled out in the closing quarter of the year; This
suppliers listed in note 15. In 2017, this business represented a programme enables participating suppliers to discount their
combined purchase volume at market prices of €236 million invoices with a participating bank at an interest rate of 0.9%
(2016: €232). As at year-end 2017, the amount owed to these points above 1-month Euribor. The trade payables item as at
companies in connection with trading was €28 million (2016: year-end 2017 includes an amount of €73 million (2016: €49)
€25). In view of the nature of the liabilities, they have been relating to the participating suppliers. The method of prepara-
treated as ordinary trade payables. tion of the cash flow statement remains unchanged compared
with preceding years. Sligro Food Group receives a (small)
For tobacco products, the Group has an alliance with a partner compensation from this programme that is recognised in
in the form of its 40% stake in Vemaro B.V. Vemaro B.V. also other operating income.
has a loan facility from the Group under which borrowing
amounted to €1 million (2016: €1). This loan is included in the
other financial assets. The Group also guarantees certain of
Vemaro’s unrestricted receivables from certain customers. As
at year-end 2017, the amount owed to Vemaro in connection
with trading was €9 million (2016: €8). In view of the nature of
the account, it has been included in trade payables.
The Group is a member of the purchase combine Superunie,
through which a large proportion of the camera’s purchase
requirements is sourced. The purchase volume in 2017 amoun-
ted to €1,000 million (2016: €1,007). As at year-end 2017, the
amount owed in connection with trading was €94 million
(2016: €95). In view of the nature of the liabilities, they have
been treated as trade payables.
161
COMPANY
BALANCE SHEET
as at 30 December 2017 before profit appropriation
ASSETS
Intangible assets 8 8 8
Financial assets 648 624 603
Total non-current assets 656 632 611
General
Sligro Food Group N.V. is established in Veghel and is registered with the Chamber of Commerce under number 160.45.002. The
company financial statements have been prepared in accordance with Part 9, Book 2, of the Netherlands Civil Code, applying the
accounting policies defined in section D of the accounting policies for the consolidated financial statements, with carrying
amounts of investments in companies where the company has significant influence measured using the net asset value and
applying the accounting policies of the consolidated financial statements.
Intangible assets
GOODWILL
x € million 2017 2016
Opening balance
Acquisition cost 10 10
Accumulated amortisation (2) (2)
Closing balance 8 8
Acquisition cost 10 10
Accumulated amortisation (2) (2)
Financial assets
648 624
INVESTMENTS
This concerns the wholly-owned subsidiaries Sligro Food Group Nederland B.V. and Sligro Food Group International B.V. movements
were as follows:
163
RECEIVABLES FROM GROUP COMPANIES
This item includes two loans for a combined amount of €29 million (2016: €29). One loan is for €25 million (2016: €25), maturing
on 1 January 2023 and the other is for €4 million (2016: €4), maturing on 1 January 2021. These loans are redeemable in full on
maturity. Both loans bear interest at a rate of 1% per annum.
Shareholders’ equity
Changes in equity are presented in greater detail on page 104, and further information on shareholders’ equity is given in note 21
to the consolidated financial statements.
Reconciliation of the reserves in the company financial statements with those in the consolidated financial statements is as
follows:
Company
Other reserves 519 505
Unappropriated profit 81 73
Legal reserves 17 15
617 593
LEGAL RESERVES
This item comprises the legal reserve for investments in subsidiaries/associates and the revaluation reserve.
Movements were as follows:
Closing balance 17 15
Of the legal reserves of €17 million (2016: €15), an amount of €13 million (2016: €11) relates to the difference between the
retained profits calculated on the basis of the parent company’s accounting policies plus the movements accounted for directly in
the equity of the companies invested in (resulting from revaluations) and the part thereof that is distributable to the parent. The
legal reserves are calculated on an individual basis.
x € million
81
Other notes
CONTINGENT LIABILITIES
The company is at the head of the Sligro Food Group N.V. tax
group, making it liable for the tax payable by the tax group as
a whole.
The company has assumed joint and several liability for debts
arising from the legal acts of its direct and indirect subsidia-
ries, pursuant to Section 403, Book 2, of the Netherlands
Civil Code, as stated on pages 126 and 127.
165
OTHER INFORMATION
167
1. Bonuses and promotional contributions
169
3. Belgian activities
Observation
Based on our materiality and procedures performed, we are
of the opinion that the recognition of the acquisition of ISPC
is in line with the requirements of IFRS 3 and that the acqui-
sition is adequately disclosed in the 2017 annual accounts in
order to fulfill the information needs of the users.
171
5. Strategic partnership with HEINEKEN
As part of this partnership, Sligro Food Group N.V. We inspected the Share Purchase Agreement and all
acquired the wholesale activities of non-beer and cider- corresponding contracts and validated that the purchase
products from HEINEKEN Groothandel B.V. through an price is paid to the seller. We assessed the coherence and
“asset deal”. The determination of the purchase price the arm’s length provisions of the acquisition in relation to
and the necessary “Purchase Price Allocation” is a key the other commercial contracts in the partnership. Another
audit matter due to the quantitative significance and important element in the “Purchase Price Allocation” was
complexity of the transaction and the significant esti- the identification and valuation of the acquired assets and
mates used in the provisional “Purchase Price Allocation”. liabilities, for which the Executive Board used a valuation
Considering the short time frame after the acquisition expert. We audited the identification of the assets and
and the limited availability of all relevant market informati- liabilities based on our knowledge of the acquired activities
on, the “Purchase Price Allocation” is provisional. of HEINEKEN Groothandel B.V., the assessment of the
contracts and the rationale for the acquisition.
Observation
Based on the materiality and our procedures performed,
we are of the opinion that the strategic partnership with
HEINEKEN is recognized in line with the requirements set
forth in IFRS 3 and we deem the partnership and the relat-
ed implications to be adequately disclosed in the annual
accounts. Upon availability of new information in 2018 it is
however possible that the final “Purchase Price Alloca-
tion” is different from the provisional amounts included in
the annual accounts.
In addition to the financial statements and our auditor’s Responsibilities of management and the
report thereon, the annual accounts contain other informa- Supervisory Board for the financial statements
tion that consists of: Management is responsible for the preparation and fair
• Executive Board Report presentation of the financial statements in accordance with
• Other information as required by Part 9 Book 2 of the EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code.
Dutch Civil Code Furthermore, management is responsible for such internal
• Other information, not belonging to the annual report control as management determines is necessary to enable
the preparation of the financial statements that are free from
Based on the following procedures performed, we conclude material misstatement, whether due to fraud or error.
that the other information:
• Is consistent with the financial statements and does not As part of the preparation of the financial statements,
contain material misstatements. management is responsible for assessing the company’s
• Contains the information as required by Part 9 of Book 2 ability to continue as a going concern. Based on the financial
of the Dutch Civil Code. reporting frameworks mentioned, management should
prepare the financial statements using the going concern
We have read the other information. Based on our knowledge basis of accounting unless management either intends to
and understanding obtained through our audit of the financial liquidate the company or to cease operations, or has no real-
statements or otherwise, we have considered whether the istic alternative but to do so.
other information contains material misstatements.
Management should disclose events and circumstances that
By performing these procedures, we comply with the may cast significant doubt on the company’s ability to
requirements of Part 9 of Book 2 of the Dutch Civil Code continue as a going concern in the financial statements.
and the Dutch Standard 720. The scope of the procedures
performed is substantially less than the scope of those The Supervisory Board is responsible for overseeing the
performed in our audit of the financial statements. company’s financial reporting process.
Management is responsible for the preparation of the other Our responsibilities for the audit of the
information, including the Executive Board Report and the financial statements
other information, in accordance with Part 9 of Book 2 of Our objective is to plan and perform the audit assignment in
the Dutch Civil Code. a manner that allows us to obtain sufficient and appropriate
audit evidence for our opinion.
Report on other legal and regulatory
requirements Our audit has been performed with a high, but not absolute,
level of assurance, which means we may not detect all mate-
Engagement rial errors and fraud during our audit.
We were engaged by the Supervisory Board as auditor of
Sligro Food Group N.V. on March 19, 2014, as of the audit for Misstatements can arise from fraud or error and are consid-
the year 2014 and have operated as statutory auditor ever ered material if, individually or in the aggregate, they could
since that financial year. reasonably be expected to influence the economic decisions
of users taken on the basis of these financial statements.
No prohibited non-audit services The materiality affects the nature, timing and extent of our
We have not provided prohibited non-audit services as audit procedures and the evaluation of the effect of identified
referred to in Article 5(1) of the EU Regulation on specific misstatements on our opinion.
requirements regarding statutory audit of public-interest
entities.
173
We have exercised professional judgement and have main- Because we are ultimately responsible for the opinion, we
tained professional skepticism throughout the audit, in accor- are also responsible for directing, supervising and performing
dance with Dutch Standards on Auditing, ethical require- the group audit. In this respect we have determined the
ments and independence requirements. nature and extent of the audit procedures to be carried out
Our audit included e.g.: for group entities. Decisive were the size and/or the risk
profile of the group entities or operations. On this basis, we
• Identifying and assessing the risks of material selected group entities for which an audit or review had to be
misstatement of the financial statements, whether due to carried out on the complete set of financial information or
fraud or error, designing and performing audit procedures specific items.
responsive to those risks, and obtaining audit evidence
that is sufficient and appropriate to provide a basis for our We communicate with the Supervisory Board regarding,
opinion. The risk of not detecting a material misstatement among other matters, the planned scope and timing of the
resulting from fraud is higher than for one resulting from audit and significant audit findings, including any significant
error, as fraud may involve collusion, forgery, intentional findings in internal control that we identified during our audit.
omissions, misrepresentations, or the override of internal In this respect we also submit an additional report to the
control. audit committee in accordance with Article 11 of the EU
Regulation on specific requirements regarding statutory audit
• Obtaining an understanding of internal control relevant to of public-interest entities. The information included in this
the audit in order to design audit procedures that are additional report is consistent with our audit opinion in this
appropriate in the circumstances, but not for the purpose auditor’s report.
of expressing an opinion on the effectiveness of the
company’s internal control. We provide the Supervisory Board with a statement that we
have complied with relevant ethical requirements regarding
• Evaluating the appropriateness of accounting policies independence, and to communicate with them all relation-
used and the reasonableness of accounting estimates and ships and other matters that may reasonably be thought to
related disclosures made by management. bear on our independence, and where applicable, related
safeguards.
• Concluding on the appropriateness of management’s use
of the going concern basis of accounting, and based on From the matters communicated with the Supervisory
the audit evidence obtained, whether a material Board, we determine the key audit matters: those matters
uncertainty exists related to events or conditions that may that were of most significance in the audit of the financial
cast significant doubt on the company’s ability to continue statements. We describe these matters in our auditor’s
as a going concern. If we conclude that a material report unless law or regulation precludes public disclosure
uncertainty exists, we are required to draw attention in about the matter or when, in extremely rare circumstances,
our auditor’s report to the related disclosures in the not communicating the matter is in the public interest.
financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the Eindhoven, 26 January 2018
audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause Deloitte Accountants B.V.
the company to cease to continue as a going concern. drs. J. Hendriks RA
175
TEN-YEAR REVIEW
Results
Net sales 2,970 2,813 2,670 2,572 2,498
Ebitda 174 156 160 149 143
Ebita 123 112 122 106 100
Ebit 97 87 103 89 88
Profit for the year 81 73 81 69 68
Net cash flow from operating activities 172 153 140 147 133
Free cash flow 98 72 78 78 101
Proposed dividend 62 57 52 48 46
Employees
Year average (full-time equivalents) 6,741 6,571 6,068 5,834 5,829
Staff costs 3)
289 272 253 239 234
Capital expenditure
Net capital expenditure4) 76 80 60 60 36
Depreciation5) 49 42 38 40 41
Ratios
Increase in sales (%) 5.6 5.4 3.8 2.9 1.3
Increase in profit (%) 9.9 (9.1) 17.4 1.5 (0.9)
Gross margin as % of sales 23.4 22.9 23.2 23.2 23.1
Ebitda as % of sales 5.9 5.6 6.0 5.8 5.7
Ebita as % of sales 4.2 4.0 4.6 4.1 4.0
Ebit as % of sales 3.3 3.1 3.8 3.5 3.5
Profit after tax as % of sales 2.7 2.6 3.0 2.7 2.7
Return on average Shareholders’ equity, in %6) 12.6 11.9 13.7 12.0 12.1
Ebit as % of average net invested capital 13.4 13.5 16.9 14.9 14.6
Shareholders’ equity as % of total assets 48.3 51.6 56.6 56.3 56.8
Sales per employee (x €1,000) 441 428 440 441 429
Staff costs per employee (x €1,000) 43 41 42 41 40
33 46 41 47 36
43 44 47 42 40
57.3 58.1 53.3 56.6 48.7 3) Salaries, social security charges and net benefit
expense.
422 412 415 407 387
4) In property, plant and equipment, assets held for sale
39 37 37 36 34 and software (on transaction basis).
5) Excluding impairments.
177
MANAGERS AND OFFICERS
179
Acknowledgements
This report was produced entirely in-house with the cooperation
of the following persons and departments.
Photography
Hagemeier Fotografie
Sander van der Veen Photography
Stick to the brand
Paper
This report is printed on FSC®-certified paper
Printing
Bek 1op1 publiceren | www.bek.nl | advies@bek.nl | Veghel
Disclaimer
The 2017 annual report of Sligro Food Group N.V. is available
in Dutch and English. The original financial statements
were drafted in Dutch. In case of any discrepancies between
the English and the Dutch text, the latter will prevail.
Copies of the annual report in Dutch and English are
available on request from Public Relations Department,
Sligro Food Group N.V., Veghel, Netherlands.