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Annual Report 2017

Sligro Food Group


Annual Report 2017
Sligro Food Group
NET SALES

€2.97
BILLION

NET
PROFIT
€81
MILLION

DIVIDEND
PER SHARE

€1.40
CONTENTS

Annual review 2017 5 Financial Statements


Key Figures 10
Profile 11 Consolidated
Important dates 13 Consolidated profit and loss account for 2017 114
Sligro shares 15 Consolidated statement of recognised income and
Directors and management 19 expense for 2017 115
Consolidated cash flow statement for 2017 116
Consolidated balance sheet as at 30 December 2017 117
Executive Board Report Consolidated statement of changes in equity for 2017 118
Notes to the consolidated financial statements 119
Strategy in outline 20 Accounting policies 119
Market and market approach 22 Notes 129
Foodservice developments 29
Food Retail developments 41 Company
Organisation and employees 51 Company profit and loss account for 2017 161
Corporate Social Responsibility 61 Company balance sheet as at 30 December 2017 162
Risk and risk management 77 Notes to the company financial statements 163
Corporate Governance 82 Other notes 165
Capital expenditure 84
Results 86
Financing in outline 92 Other information
Discontinued operations 94
Outlook 97 Independent auditor's report 166
Provisions of the Articles of Association concerning
Directors’ statement of responsibilities 99 profit appropriation 175
Corporate Governance statement 99

Report of the Supervisory Board 101 Other information


Not forming part of the financial statements

Ten-year review 176


Managers and officers 178

3
Sligro Food Group and HEINEKEN: a beautiful partnership of two market leaders.

4 Sligro Food Group 2017


ANNUAL REVIEW 2017

Economy an average of IRI and Nielsen figures, the retail market in


The economy has returned to growth, and this can be seen the Netherlands grew by 3.6%. We think that the higher
in higher employment and consumer confidence. We saw growth compared with Foodservice can be explained by
growth in our markets in both the Netherlands and Belgium. price effects. The online channel continues to gain ground
This was largely driven by inflation and prices, but there and so is adding to pressure on traditional supermarkets.
was also volume growth. We expect growth to continue in
2018 at a similar rate to the past year. Foodservice
Foodservice again outperformed the market with organic
Market growth of 3.0%, and once sales from acquisitions are included,
Our markets are moving closer together, making the total sales in the Netherlands rose by 3.9%. Consequently,
division between Foodservice and Food Retail less clear. our market share in the Netherlands increased to 24.4%
Hospitality has been added to retail outlets, while Food- according to FSIN.
service players are purchasing through supermarkets
and retailers are using online to enter parts of the Food- In Belgium, we also outperformed the market, growing
service market. We saw growth in all market segments by 59.0%. Underlying growth in our Belgian activities was
of Foodservice, including in the healthcare market which 2.8% meaning that organically we outperformed the market.
had been contracting for some years. In monetary terms, Our market share in Belgium was about 3.4% according
the consumer market grew by 4.1% in the Netherlands. to estimates of Foodservice Alliance, although it should
The wholesale market grew by 2.9% in the Netherlands, be noted that the definitions and players in the market in
according to FSIN, and by 2.4% in Belgium, according to Belgium are different from those in the Netherlands.
Foodservice Alliance.
In the Netherlands, we devoted much time and attention
There was also growth in Food Retail, and it is notable to completing the acquisitions and the start-up of the
that, in this economic climate, the Food Retail market is integration of HEINEKEN. In Belgium, the acquisition of
still growing faster than that of Foodservice. Based on ISPC brought a fine business that we will be integrating

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

6 Sligro Food Group 2017


environment, and we expect to move the remaining Sligro aim of arriving at a definitive transaction for one or other
customers and also to give access to the HEINEKEN of the scenarios (partnership or sale). It is expected that
customers in 2018. Our customers are happy with the new this process will lead to a transaction for the Food Retail
environment and the extra functionality it offers compared activities in the course of 2018. We emphasise that care
with Slimis but they have concerns about the platform’s will have priority over speed in this process. Our decisions
stability, and speed, which we agree are not always at mean that our Food Retail activities are classified as discon-
the intended level. As well as improvements in speed and tinued operations under IFRS at year-end 2017, and they
stability, we are implementing substantive improvements have been recognised as such in the financial statements.
and adding functionality. But in that order. We will always take the interests of all our stakeholders
into account in this as we arrive at a sound solution. At
Food Retail this point, we want to express our great appreciation and
In the second quarter of 2017, we evaluated the EMTÉ respect for all EMTÉ staff who, despite the uncertainty in
3.0 format. The main conclusions from the examination of this phase, continue to work with passion in a fantastic way
the performance of EMTÉ 3.0 were and remain that the that is really worthy of Sligro Food Group. A good fourth
format is much appreciated by our customers but that this quarter for EMTÉ underlines their efforts.
has not translated sufficiently into sales growth. Conse-
quently, we suspended conversions to 3.0 for the rest CSR
of 2017 and concentrated mainly on improving profitabil- We took major action in 2017 on policy and in results.
ity and further optimisation of the format. In 2018 we will Our active policy meant that we reached our 2020 CO2
continue to work along these lines, and for the time being, reduction target in 2017. In proportion to sales, our CO2
only sites planned for relocation will be converted to 3.0. emissions have fallen by 20.1% since 2010. The target was
As well as evaluating our new format, we also considered 20% by 2020. We are also on course to achieve the targets
our future in Food Retail. It no longer seems that an auto- for our other core themes, and so we have started extend-
nomous future is the best strategy for our retail activities to ing our sustainability horizon and, starting in 2018, are
create long-term value. Consequently, we used the second working towards new 2030 targets for the core themes.
half of 2017 to examine which alternative strategy would These have a challenging level of ambition, and above
create the greatest value for our Food Retail activities. The all, we can state with satisfaction that our CSR policy is
fact that the combination of Foodservice and Food Retail being increasingly embraced with great passion and enthu-
offers us great synergy in many areas was part of the siasm throughout the organisation. Our core themes of
considerations. ‘people, the environment and our product range’ have been
deepened with six trend lines and/or main subjects that
We spoke to many parties inside and outside the Nether- have great social significance in relation to Sligro Food
lands to form a picture of interest in an alliance in the form Group. We have identified which of the seventeen United
of a partnership and interest in an acquisition of our Food Nations Sustainable Development Goals (SDGs) are in line
Retail activities. Having weighed up all of the alternatives, with our updated sustainability policy, and the related activ-
we decided to follow the more informal review in the ities and focus on our revised targets for 2030.
second half of 2017 by starting a formal process with the

Over 15,000 79%


Strategic visitors and more of customer base
partnership with than 1,000 customers moved to the new
HEINEKEN trained in environment
ZiN Inspiratielab Online 3.0

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.

Risk management Dividend


Risk management has become an integrated part of the Based on the result for 2017 and our continuing strong
strategic agenda that we and the Supervisory Board financial position, we propose increasing the dividend by
address at length each year. We invest continuously in €0.10 per share to €1.40 per share, made up of a regular
this as we are convinced that a strong culture can make dividend of €1.10 (2016: €1.00) and a variable dividend of
a significant contribution to avoiding risks. To make this €0.30 (2016: €0.30). The increase in the dividend payment
more measurable, we undertook a culture scan alongside to our shareholders is possible without the business having
our regular employee engagement survey in the past year. to limit the financing of its capital expenditure or possible
The results did not bring any surprises and confirmed our acquisitions. An amount of €0.50 has already been paid
view that we possess something important. At the same as interim dividend. The final dividend for 2017, therefore,
time, the survey showed that we have to pay greater amounts to €0.90.
attention to younger and new employees as they need
more time to recognise our culture and feel at home. We 2018
are starting on this immediately in 2018. We expect our markets to grow at a similar rate to 2017,
now that the economy has entered a growth phase. We
Results are looking forward to future years, and to 2018 in partic-
We again grew fast in the past year with a combination ular, with great confidence. In 2018 we will find a good
of organic growth and acquisitions. We saw our market future for our Food Retail activities, but in the meantime,
share increase in both the Netherlands and Belgium. we are working steadily on further optimisation of our 2.0
In Food Retail, we were unable to keep up with market and 3.0 formats. Significant themes at Foodservice are the
growth, and our market share slipped. The operating integration of HEINEKEN, further growth and integration
profit before amortisation was €123 million, which is an in Belgium, the development of the cash-and-carry whole-
increase of €11 million compared with the previous year. saler of the future and preparing the organisation for further
At Foodservice, operating profit before amortisation rose growth and our domestic and international ambitions. All of
by €12 million to €111 million, and at Food Retail there this will be supported by the replacement of our IT land-
was a fall of €1 million to €12 million. Sligro Food Group’s scape in the next few years.
net profit for 2017 was €81 million, which is 9.9% up on

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’

8 Sligro Food Group 2017


We started and completed much in the past year and will
continue to do so in 2018 with a clear vision of where we
want to be in three years as a business. We will make
careful decisions and focus the organisation fully on the
priorities we have set for each other. This requires perfect
execution of all plans and that will only be possible if we
are not distracted too much by new opportunities and/or
possible threats that we will come across. “Focus!” is,
therefore, the theme for 2018.

Koen Slippens
CEO

The first
EMTÉ HEINEKEN
realises a strong distribution centre
fourth quarter converted
in Oss

9
KEY FIGURES1)

x € million 2017 2016

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

Equity and liabilities


Shareholders’ equity 651 627
Net interest-bearing debt 146 60
Total equity and liabilities 1,347 1,215

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

Figures per €0.06 share


Number of shares in issue at year-end (x 1,000) 43,965 43,880

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.

10 Sligro Food Group 2017


PROFILE

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.

Foodservice CIV Superunie B.A., a leading purchasing cooperative with


In the Netherlands, Foodservice is the market leader with a share of almost 30% of the Dutch supermarket sector,
a nationwide network of 50 cash-and-carry and 8 delivery handles Sligro Food Group’s Food Retail purchases. As
service outlets serving large and small-scale hospitality market leader in the sector, the Group handles most of its
establishments, leisure facilities, volume users, company own purchases of foodservice products.
and other caterers, forecourt retailers, small and medium-
sized enterprises, small retail businesses and the institu- Sligro Food Group companies actively seek to share exper-
tional market. We trade under the Van Hoeckel name in tise and utilise the substantial scope for synergy and econo-
the institutional market and under the Sligro name in other mies of scale. Activities that are primarily customer-related
market segments. Sligro and Van Hoeckel each have a dedi- are carried out by the various business units. Our aim is
cated commercial organisation focusing on their specific to increase our gross margins through joint purchasing, in
markets but use the same delivery network for operations. combination with direct and detailed category and margin
management.
In Belgium, JAVA Foodservice concentrates on the institu-
tional, company catering and hotel chain segments in the Operating expenses are managed through a joint, integrated
Belgian foodservice market. ISPC specialises in the cater- supply chain and constant, strict cost control. Group synergy
ing sector and supplies high-quality, innovative food and is further enhanced by centralised management of our
non-food products to professionals in gastronomy. ISPC has ICT landscape, centralised design and control of master
combined cash-and-carry and delivery outlets in Ghent and data management and centralised talent and management
Liège and a fresh fish wholesale business in Brussels. In development.
future, ISPC Ghent and Liège and the new outlets, including
Antwerp, will operate under the Sligro-ISPC name, focusing Sligro Food Group strives to be a high-quality company
on wholesaling and other hospitality markets. achieving steady, managed growth for all its stakeholders.
Sales in 2017 totalled €2,970 million, generating a net profit
Food Retail of €81 million. The average number of employees on a full-
The Food Retail activities comprise around 130 full-service time basis was 6,741. Sligro Food Group shares are listed on
EMTÉ supermarkets, of which 34 are operated by indepen- Euronext Amsterdam.
dent retailers.

Sligro Food Group also operates its own in-house produc-


See the Sligro Food Group corporate film
tion facilities for specialist convenience products, fish and
patisserie and home caterer products, as well as a butchery
centre focusing on the retail market. For meat, game and
poultry, fruit and vegetables and bread and bakery products,

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.

12 Sligro Food Group 2017


IMPORTANT DATES

Financial calendar
Planned press releases will be published at 7.30 a.m.

3 January 2018 Final 2017 sales


25 January 2018 Final 2017 figures
25 January 2018 Press conference (11.00 a.m.)
25 January 2018 Analysts’ meeting (1.30 p.m.)

2 February 2018 Publication of annual report


21 February 2018 Record date

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

4 April 2018 Final dividend 2017 available for payment


19 April 2018 Trading update

19 July 2018 2018 half-year figures


19 July 2018 Analysts’ meeting (1.30 p.m.)

18 October 2018 Trading update

2 January 2019 Final 2018 sales


24 January 2019 Final 2018 figures
24 January 2019 Press conference (11.00 a.m.)
24 January 2019 Analysts’ meeting (1.30 p.m.)

5 February 2019 Publication of annual report

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.

Corridor 11, P.O. Box 47, 5460 AA Veghel


Telephone +31 413 34 35 00
Email info@sligrofoodgroup.nl
www.sligrofoodgroup.nl

13
In the past year, Van Hoeckel has entered into long-term agreements with various care organisations.

14 Sligro Food Group 2017


SLIGRO SHARES

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

Shares repurchased (cumulative) 1)


(290) (375) (465)

Shares in issue as at year-end 43,965 43,880 43,790

Average shares in issue 43,944 43,858 43,764

1) Included in the average number of shares in issue as from the date concerned.

Share of sales Share of sales Share of sales Share of sales


eerlijk & heerlijk tabacco alcohol pork
9%
Organic, sustainable,
10 %
All products
8%
All products containing
3%
Fresh pork products from
fair trade, local containing tobacco alcohol that are the butchery and processed
suitable for consumption meat departments

15
KEY FIGURES PER SHARE
x€1 2017 2016 2015
High 41.70 35.85 39.25

Low 32.63 31.26 30.95

Year-end 39.85 33.08 33.30

Earnings per share 1.83 1.67 1.84

Dividend 1.40 1.30 1.20

Market capitalisation as at year-end (x € million) 1,752 1,452 1,458

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 OF MAJOR SHAREHOLDINGS


in % 2017
Stichting Administratiekantoor Slippens 33.95
APG Asset Management N.V. 10.03
NN Group N.V. 5.70
Teslin Participaties Coöperatief U.A. 5.44
B.V. Beleggingsfonds 'Hoogh Blarick' 5.43
Stichting Administratiekantoor Arkelhave B.V. 5.06
Boron Investment B.V. 5.03
Stichting Werknemersaandelen Sligro Food Group 3.94
J.O. Hambro Capital Management Limited 3.11

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.

16 Sligro Food Group 2017


GEOGRAPHICAL DISTRIBUTION OF SHARE CAPITAL
Private investors Institutions Total
in % 2017 2016 2017 2016 2017 2016
The Netherlands 55 55 23 20 78 75

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%).

SHARE PRICE 2013-2017


€ 50

€ 40

€ 30

€ 20

€ 10

€ 0
2013 2014 2015 2016 2017

EARNINGS PER SHARE 2008-2017


€ 2.00

€ 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

18 Sligro Food Group 2017


DIRECTORS
AND MANAGEMENT

Supervisory Board
F. Rijna, chairman (62)

J.H. Kamps (58)

B.E. Karis (59)

M.E.B. van Leeuwen (56)

G. van de Weerdhof (51)

Group Executive Board


K.M. Slippens, CEO (50)
R.W.A.J. van der Sluijs, CFO (41)

W.J.P. Strijbosch, Foodservice director (49)

Company Secretary
G.J.C.M. van der Veeken (56)

Executive Board of Sligro Food Group Nederland B.V.


Group Executive Board together with

A.E. Bögels, Purchasing and Product Range (45)

J.G.M. de Bree, Human Resources (60)


G. Buitenhuis, Supply Chain (53)

J.H.A. van Heerebeek, Food Retail Sales (51)

D.J. van Iperen, Foodservice Delivery (43)

K. Kiestra, Food Retail Operations (49)

M.M.P.H.L. van Veghel, ICT (45)

Executive Board of Sligro Food Group Belgium N.V.


Group Executive Board together with

E. Veyt, COO JAVA Foodservice (50)

R. Petit-Jean, COO Sligro-ISPC (51)

C. Teugels, CFO Sligro Food Group Belgium (51)

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.

20 Sligro Food Group 2017


MEDIUM-TERM
STRATEGIC GOALS AND IMPLEMENTATION

Strategic goals
■ Increase Group organic sales by an average of 3% per annum plus growth in sales
through acquisitions that meet our criteria.

■ Grow Foodservice sales in the Netherlands to a market share of 30%.

■ Grow Foodservice sales in Belgium to a top-3 position.

■ 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.

■ Prepare organisation, processes and systems for further international expansion.

■ Implement the strategic reorientation of our Food Retail activities.

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.

■ Focus on the big picture to avoid unnecessary complexity.

■ 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

22 Sligro Food Group 2017


NETHERLANDS FOOD MARKET
POPULATION 17.1 MILLION

SALES OF FOOD AND BEVERAGES


● > -0.5% < +0.5%
€59.5 billion
▲ ● > +0.5% < +2.5%
+ 3.6%
● > +2.5%

OUT OF HOME CHANNELS AT HOME CHANNELS

€19,051 million
▲ €40,431 million

+ 4.1% + 3.4%

Classical hospitality Catering Convenience New Retail Supermarkets Specialist stores

9,701 m ● 3,269 m ● 6,081 m ● 2,852 m ● 31,764 m ● 5,815 m ●

Source: FSIN Beleidsmonitor 2018 / 2019

BELGIUM FOOD MARKET


POPULATION 11.3 MILLION

OUT OF HOME CHANNELS1)

€ 20,2 billion

Classical hospitality Catering Convenience

14,042 m 1,933 m 4,234 m

Source: Jaarmonitor Foodservice Channel Insights 2017, Foodservice Alliance


1) 2016 figures. No update available.

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

Head office and central distribution centre in Veghel

Food Retail Foodservice

Netherlands Belgium

EMTÉ Sligro / Van Hoeckel Sligro-ISPC / JAVA


Retail to consumers Delivery and cash-and-carry wholesale to large and small-scale hospitality sector,
and wholesale to franchisees leisure, caterers, forecourt outlets, large-scale users, institutional

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.

24 Sligro Food Group 2017


SALES BY SEGMENT
Foodservice Food Retail2) Total
x € million 2017 2016 2017 2016 2017 2016
The Netherlands 1,912 1,841 828 827 2,740 2,668

Belgium from the Netherlands1) 41 39 0 0 41 39

Belgium from Belgium 189 106 0 0 189 106

Total 2,142 1,986 828 827 2,970 2,813

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.

INTEGRATION FOOD RETAIL & FOODSERVICE


Single, integrated head office

Food Retail Foodservice cash-and-carry Foodservice delivery


Outlet operation synergy Customer / segment synergy

Combined logistics and purchasing

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.

As well as learning from each other, the sum of the various


activities front of house is an interesting divisor for the
overheads that running our business involves. Thanks precisely
to these shared activities, we are able to make investments in
people and systems where this can make a difference, such
as purchasing and range management, IT, quality, manage-
ment development/HR data and supply chain.

Our membership of Superunie ensures that we can operate


in a competitive retail market but it also offers us benefits in
part of the Foodservice product range. Combined with our
own purchasing department in Sligro Food Group, we form
a strong purchasing block in the market. We definitely view
this as a strength and not as power since, after all, as we
prefer to create value and not to diminish or destroy it. As a
result, with our own production facilities and Fresh Partners,
we are able to offer distinctive products to all our customers.
We will be focusing in the coming years on more and faster
innovation so that we can continue to inspire our customers,
including in our unique ZiN inspiration lab.

The strength of our unique corporate culture is a key distinc-


tion in both the foodservice and the food retail markets.
The passion for food and beverages and customer focus
are in our genes and not learnt. This makes them ‘real’ and
difficult to copy. And it is appreciated by our customers.
We are proud of this and we are succeeding in explaining
it better outside the organisation. This is no coincidence
but a consistent cultural programme coming from leader-
ship, management development and recruitment and selec-
tion. Our many listings as a popular employer confirm our
belief that our authentic and sincere culture, our Green
Blood, is not only appreciated by customers but also by
our colleagues. We know, however, that in the next few
years we need to invest in developing cultural values and
communicating them clearly to instil in the younger genera-

26 Sligro Food Group 2017


ISPC is a leading wholesaler in Belgium with combined cash-and-carry and delivery outlets in Ghent and Liège
and a fresh fish wholesale business in Brussels: Océan Marée.

27
Tastier, more personal, cheaper and more inspirational are the four pillars supporting Sligro 3.0.

28 Sligro Food Group 2017


FOODSERVICE
DEVELOPMENTS

the full year 2017 with 4.2% growth for ‘classical hospitality’

KEY FIGURES compared with a year earlier. ‘Convenience’, including fast-


food, is growing according to FSIN by 5.3%. ‘Catering’ grew
by 1.5%; this sector includes the healthcare market, where
x € million 2017 2016
we are now also seeing modest growth (2.5%) after years
Net sales 2,142 1,986
of contraction.
Ebitda 148 131
Ebita 111 99 In Belgium, we use information from Foodservice Alliance
Free cash flow 90 42 to monitor developments in the market. The figures are not
updated as frequently as those for the Netherlands, and
Net capital employed 1) 676 563
so there are no new insights into this year’s developments
Ebitda as % of sales 6.9 6.6
in the market at the consumer spending level. Howev-
Ebita as % of sales 5.2 5.0 er, Foodservice Alliance has produced a growth figure for
Ebita as % of average NCE 18.1 18.9 the foodservice market using information available on the
market and its own interpretations. It estimates that there
1) Excluding associates.
was growth of 2.4% in 2017 compared with the previous
year. The definition of the size of the foodservice market
Market developments in Belgium is different from the Netherlands and so is not
We use information from the Dutch Foodservice Institute directly comparable.
(FSIN) on developments in the foodservice market in the
Netherlands. FSIN makes its market assessments using Dutch market €6.9 billion
consumer spending and expresses the market in terms of at wholesale prices
wholesale prices based on this. The difference between FSIN estimates that the foodservice market at consumer
consumer spending and wholesale prices represents VAT prices rose by 4.1% in 2017 compared with the previous
and the added value of the wholesale customers; in other year, measured on a calendar year basis. The consumer
words, our customers. The movements in consumer spending market was, therefore, some €19.1 billion, an
spending and wholesale value do not therefore by definition increase of 2.9% at wholesale prices (the definition relevant
have to run exactly parallel as they are different units. The to Sligro Food Group) making the overall market about €6.9
added value included in consumer spending differs strongly billion.
by segment (care institutions, restaurants, company cater-
ing, sports clubs) within the foodservice market. Measure- We, and FSIN, estimate that we have again beaten the
ment methods and diversity in the industry means that the market, including organically. Together with some months’
figures for the foodservice market are not as clear or reliable sales from the acquisition of the De Kweker sites and the
as those for food retail, but they are the best available. additional wholesale revenue from HEINEKEN in December,
this has led to our market share rising once again.
The FSIN figures show that growth in the Dutch food-
service market is expected to pick up further by 4.1% over

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.

Belgian market €7.1 billion


at wholesale prices
MARKET SHARES BELGIUM
Foodservice Alliance has not presented an update for
Foodservice marketplaces1) in % 2017
consumer spending in the Belgian Foodservice market in
2017. As reported last year, it estimates this to be in excess Bidfood 5.4

of €20 billion. Metro2) 4.6


Sligro Food Group 3.4
In 2017, Foodservice Alliance did, however, present a Other top 10 wholesalers 9.4
National Foodservice Wholesalers Report which includ- Next 40 wholesalers 11.0
ed its interpretation of the size of the foodservice market, Final 110 wholesalers 1.4
distinguishing between the cost of purchasing raw materi- Supermarkets and fresh food specialists 64.8
als in the foodservice market by foodservice whole- 100
salers and by other channels such as fresh food special-
ists but also certainly supermarkets. The introduction 1) Source: Foodservice Alliance, Nationaal Foodservice Grossiers-
of the ‘witte kassa’ (a regulated cash register system to rapport 21-09-2017
2) The figures for Metro are only for the Metro format.
combat fraud) will see supermarket purchases fall in due The Makro format is not included in the market definition as it is
course. Foodservice Alliance estimates total purchases at open to all consumers in Belgium.

30 Sligro Food Group 2017


to play a role in the consolidation and further professionali- two weeks on average for inspiration, advice and items
sation of the Belgian market which are already underway they have forgotten. The cash-and-carry wholesale outlets
and to increase our market share. are perfect showrooms and collection centres for smaller
foodservice customers who, as they grow, can, if they wish,
Outlet network transfer seamlessly to delivery services. And so, although
At the end of 2017, we had a nationwide cash-and-carry we separate the operations with a view to the needs of
network in the Netherlands of 50 locations. These sites our customers and efficiency, commercial cooperation is
focus completely on the Dutch market although closer to strongly embedded.
the border we receive Belgian Sligro customers every
day, partly because we do not yet have our own Belgian Under the strategic partnership, we have been using
outlets in those areas. In addition, we have eight distribu- HEINEKEN’s distribution sites since 1 December 2017. We
tion centres for deliveries to foodservice customers. Two will leave these 13 sites gradually over the coming three
of the 50 cash-and-carry locations now also offer delivery to four years as we integrate their activities into our own
(the Open Delivery Service), and that is mainly to do with delivery network. To allow this, we will relocate four of our
specific regional and seasonal peaks. The strength of the existing delivery locations to a newly-built and logistically
network is mutual cooperation. 75% of our delivery custom- better site suited to the distribution to our and HEINEKEN’s
ers visit the cash-and-carry wholesale outlets once every existing customers in the country. We have to make certain

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.

We believe it is important to know all the time how our


customers rate our service and so we measure it frequently
ourselves. For some years, we have carried out a customer
value survey with the aim of gaining insight into custom-
ers’ loyalty and ‘customer value’. It also looks at those
aspects that particularly affect loyalty and where Sligro’s
priorities should be to raise customer loyalty and value.
Sligro’s survey uses a customer value model that not only
shows how satisfied customers are but also how loyal they
are and the value this offers to Sligro. The model delivers
specific management information. The NPS score is one
of three variables in the model that determine customer
value, the other two look at the frequency of purchases
and when the last purchase was made.

Our NPS score for cash-and-carry has risen to +33.


Although we have seen some fluctuations in the figure in
recent years, we note that our rating is strong for the third
year in a row. Our customers see us as a reliable partner,
and the knowledge of our staff is regarded very positive-

32 Sligro Food Group 2017


NET PROMOTER SCORE
SLIGRO CASH-AND-CARRY

2017 +33

Promoters Passive Detractors


37% 59% 4%

2016 +29

Promoters Passive Detractors


34% 61% 5%

2015 +35

Promoters Passive Detractors


39% 57% 4%

NET PROMOTER SCORE


SLIGRO DELIVERY SERVICE

2017 +27

Promoters Passive Detractors


37% 53% 10%

2016 +18

Promoters Passive Detractors


30% 58% 12%

2015 +23

Promoters Passive Detractors


33% 57% 10%

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

34 Sligro Food Group 2017


years. As market leader, we are excellently positioned partners and exclusive brands make Sligro what it is,
to benefit from the recovery in the foodservice real pleasure!
market in the Netherlands. The strategic partnership The next few years will demand a lot of change includ-
with HEINEKEN in the Netherlands has considerably ing in our markets: sustainability, health, digitalisation,
increased the number of customers served by Sligro fitness, chain management, platform thinking, data-
and the two market leaders, each strong in its own driven. These themes are specific items on our agenda
segment, complement each other excellently. Further for the next few years. We, of course, do not have all
consolidation in the market is expected and, thanks the answers right now but we are looking forward to
to its size and financial strength, Sligro is excellently the next step and embrace change.
positioned to play a leading role in this in the Nether-
lands and in Belgium. Our weaknesses and challenges
Market conditions have improved slowly but steadily
With our national network of cash-and-carry outlets and in recent years, but we are seeing the market around
fully online-driven delivery locations which work inten- us changing. There are new physical and online players
sively with each other, we are close to our customers (and players from the retail sector) who want to address
and can offer a reliable, high-quality service. We believe niches in the foodservice market. Larger customers
that this structure in which over 60% of total net sales are always looking for the best possible structure for
in the Netherlands now take place online forms a sound purchasing and logistics and are challenging us to think
basis for the omni-channel route we envisage. These and move with them.
developments demand serious investment and the
scale to make it profitable; we believe our size in the Although we have a strong purchasing organisation, our
Benelux is an advantage. own production facilities and many Fresh Partners who
ensure innovation in the product range, we believe that
We still see some scope for further optimisation of our the speed and number of innovations must increase.
cash-and-carry network in the Netherlands and using Our customers are demanding different solutions and
the significant volume growth from the HEINEKEN concepts, and we have to continue responding to
partnership; we will significantly expand our delivery this better in future years. This will increasingly not
network over the next four years, setting it up in accor- be through the traditional supply chain but will use
dance with the latest insights. In Belgium, we are on platforms. We, as a portal, want to give our customers
the eve of the roll-out of a cash-and-carry and delivery peace of mind as far as possible across a much wider
structure on the same basis as in the Netherlands. This pallet than we already do.
process will take some years of gradual sales growth
and protracted licensing procedures. The further optimi- Ever faster innovation also demands systems and a back
sation of our networks in Belgium and the Netherlands office that offer greater pace of change and flexibility
and increased economies of scale offer us the possibil- while maintaining stability (“always operational”). Our
ity of providing improved service to our customers and IT2020 route in which we will completely renew the IT
better efficiency and profitability for the Group. landscape for the coming years, is designed for this.

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.

In Belgium, we will adapt the layout and product range of


the cash-and-carry format to the preferences of our Belgian
customers. We will, of course, apply the lessons and
prospects from the Netherlands into our expansion strategy.

36 Sligro Food Group 2017


es and flexibility as well as an efficient ordering and delivery

CASH-AND-CARRY process. On the Supply Chain side, we see challenges in the


availability of staff, in both logistics capacity and the trans-
OUTLETS port sector, and also in the accessibility of towns and city
centres as a result of environmental considerations.
Outlets x 1,000m2 floor
year-end space year-end
2017 2016 2017 2016 We believe that our new online ordering platform and deliv-
ery network in the Netherlands, with eight delivery centres
2.0 style
and two cash-and-carry outlets which also offer deliv-
Type I 10 12 42 50
ery, give us a sound basis to operate in this challeng-ing
Type III 22 25 154 179
growth market. We are, however, very well aware that we
Type IV 1 1 11 11
must always adapt and improve to maintain and expand
Total 33 38 208 240
our leading position. Scale is a great benefit in bearing the
3.0 style investment required but can also be a brake in terms of
Type I 3 1 12 4 flexibility and innovative strength with ever-changing custom-
Type III 10 7 71 54 er demand. Over the next few years, we will further opti-
Type IV 4 4 44 44 mise our delivery network, partly through merging it with
Total 17 12 128 102 HEINEKEN’s. In addition, we will also optimise the perfor-
mance of our ordering platform and add a range of relevant
Total services for our customers. We will make our delivery
cash-and-carry 50 50 336 342
network more accessible to professional customers with
lower order volumes and use alternative forms of trans-
port for this. We will also introduce our platform solutions,
We will expand our network further in Belgium over the enhancing our role as facilitator between supplier and
next few years. At the end of 2017, we started construction customer with the appropriate speed of interface. As a
of our first Sligro-ISPC outlet in Antwerp, and we expect it precondition, for improving our flexibility, we will revise our
to open in the autumn of 2018. The planning process was IT landscape the coming years and continue the investment
delayed mainly by local competitors who took every oppor- in data of the past few years in full.
tunity to lodge objections to slow down the process. We
were sad to see that this was sometimes accompanied by
false stories in the media about our intentions in Belgium
but we are pleased the authorities relied on the facts when NET SALES
making their decisions. With our experience in Antwerp FOODSERVICE
behind us, we have started the planning permission process ■ FS Delivery service
for sites in other Belgian towns, including Bruges: a region ■ FS Cash-and-carry
100%
we see as attractive since the competition, there is still very
traditional and lagging behind in innovation.
80%

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

38 Sligro Food Group 2017


cannot recognise the full value of the gift voucher as sales, sale sales will increase by a net amount of €150 million
although Tintelingen was able to. As a result, net sales in the annually. This is the net amount of the wholesale turnover
figures of Sligro Food Group will be about half of the level that Sligro Food Group is taking over from HEINEKEN (about
reported by Tintelingen. €180 million) and the deliveries of beer and cider that Sligro
Food Group is selling for HEINEKEN (about €30 million).
HEINEKEN
In May 2017, we announced the proposed strategic partner- Sligro’s cash-and-carry sales and the retail sales of the two
ship between Sligro Food Group and HEINEKEN, including partners are excluded from this. The intention is that the
the acquisition of HEINEKEN’s wholesale activities. We partnership will be long-term with an initial period of 15
were able to announce that the partnership and acquisition years.
have been completed, as planned in December 2017. Since
December 2017, wholesale revenues have been consoli- Some 370 people, including temporary staff, work in the
dated in the Group’s figures, and Sligro has started logistics HEINEKEN operations related to the partnership. The
services for HEINEKEN. partnership ensures an increase in the customer base for
both parties; currently, HEINEKEN delivers to some 18,000
As a result of the partnership Sligro will carry out logistics locations, Sligro to some 25,000. Some of these are exist-
activities for HEINEKEN for the Dutch hospitality sector. This ing customers of both. HEINEKEN Nederland has 13 distri-
means that Sligro will process, store and deliver beer and bution centres in the Netherlands. Sligro has eight delivery
cider orders placed by the hospitality sector for HEINEKEN, outlets and two cash-and-carry sites which also offer
creating a one-stop shop for all beverages, food and non- delivery in the Netherlands. Sligro started performing the
food orders for hospitality sector customers. The excep- entire logistics operation immediately after concluding this
tion to this is deliveries of tanker beer, which HEINEKEN transaction. Sligro will invest €80 to €100 million in a single
will continue to do. This partnership will make HEINEKEN integrated ‘state of the art’ distribution network over the
Sligro’s number one partner for beer and cider. In addition, next few years to allow combined food and drink deliveries.
as part of this proposed partnership, HEINEKEN will sell Sligro.nl, the new ordering platform of Sligro will be used
the wholesale operations of the other food, and non-food for online orders. Thanks to ongoing growth and investment
range, including soft drinks, waters, spirits, wines, tea and by Sligro, these changes are not expected to have adverse
coffee to Sligro and Sligro will deliver beer and cider sold by consequences for employment.
HEINEKEN. As a result of this transaction, Sligro’s whole-

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.

40 Sligro Food Group 2017


FOOD RETAIL 1)
DEVELOPMENTS

Market size €37.5 billion


KEY FIGURES Taking the arithmetic mean of the IRI and Nielsen figures as
a basis, the market grew by 3.6% in 2017 to €37.5 billion.
x € million 2017 2016 This has been calculated on a 52-week basis for both years.
Net sales 828 827 Based on our interpretation of GfK’s figures on the one hand

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

Ebitda as % of sales 3.2 3.0

Ebita as % of sales 1.4 1.5


MARKET SHARE
Ebita as % of average NCE 11.1 10.9
SUPERMARKETS 1)
1) Excluding associates.
in % 2017 2016 2015
Albert Heijn 35.3 35.3 35.0
Market developments Jumbo 18.5 18.4 17.5
To assess the trends in the retail market we make use of
C1000 2) 0.0 0.0 1.0
information from GfK, Symphony IRI and AC Nielsen. The last
two organisations access market data from the supermarket Plus 3) 6.4 6.2 6.2

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.

As in past years, we have taken the arithmetic mean of the


IRI and Nielsen figures to establish a picture of the market in The market is fast-moving, partly as a result of changing
2017. Obviously, the scan data submitted to the two organ- consumer behaviour based on new preferences for conve-
isations for the 80% of the market covered was the same in nience, enjoyment, good behaviour and health.
each case. The difference is attributable to the other 20% of Consumers are increasingly opting for convenience. Although
the market, in particular that part occupied by Aldi and Lidl. online shopping now offers collection (Pick Up Points) and
The estimates made by IRI and Nielsen for this part of the home delivery options, home delivery appears to be the
market differ sharply. Building up a picture of the market is most popular. Having meals delivered to your home is also
also difficult owing to e-commerce and to retailers expanding a growing trend. Alongside local initiatives in the larger
their ranges into other segments. towns and cities, the large fast food chains are now also

1) Concerns discontinued operations.

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

42 Sligro Food Group 2017


LOCATIONS
Outlets x 1,000m2 retail space Consumer sales1) Index of like-for-like sales
year-end year-end x € million (52 weeks)

2017 2016 2017 2016 2017 2016 2017 2016


130 133 142 144 963 959 100 99

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%.

The volatility in sales compared with the market fell again


REGIONAL this year, even though we were structurally behind growth
MARKET SHARE in the market. The stores that had been converted to 3.0
% Position performed consistently better throughout the year, although
on average they did not achieve the figures we had forecast
Zeeland 13.1 3 in our business case. Once we had taken the decision in
Noord-Brabant 7.7 5 mid-2017 to suspend the rollout and to concentrate on
Overijssel 5.1 6 optimising the existing renovated stores, we did see an
Gelderland 3.2 7 improvement in the trend. The additional efforts that went
Drenthe 1.4 10 into the stores in the 2.0 format had an impact, resulting in
Utrecht 1.4 9 a relatively good fourth quarter. Nevertheless, we are still
Limburg 1.1 8 not keeping pace with the market, which is and will remain
Zuid-Holland 0.8 11 challenging. We will continue to do all we can to improve the

Source: IRI
3.0 and the 2.0 formats and to promote sales.

Total Food Retail sales comprise EMTÉ consumer sales


Food Retail’s total net sales rose by 0.1% compared with the (excluding VAT) and the wholesale value of sales to franchi-
previous year and this sales growth is fully organic. Identi- sees and to the Center Parcs leisure group. Sales (excluding
cal consumer sales rose by 0.2%. The difference between VAT) can be broken down as follows:
both figures was the result of changes in the store network.

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,

44 Sligro Food Group 2017


we secured fourth place, just 0.04 points behind first Our weaknesses and challenges
place. For many years, we have had the best butchery, Despite the loyal base, our customer group is too small,
processed meats and cheese departments and a good including in comparison with other supermarkets. This
bakery and they won awards again in 2017. Thanks to is reflected in a shortfall in sales per square metre
our deeply committed retail staff, we were also voted which must be reversed. The initial results of the 3.0
the most customer-friendly supermarket in 2017. In a conversion show an increase in sales, but this is still too
year in which there were rumours about the future of small. It is taking longer than anticipated to attract new
EMTÉ, this is a huge achievement by our colleagues. customer groups. There are also considerable differ-
ences in growth at different locations. Essentially, our
The Fijnproevers loyalty programme allows us to have a target customer is there, but it takes time to change a
targeted response to the needs of individual customers. customer’s habits from shopping in a trusted store to
We now have over 550,000 unique and active members shopping at a new and different store.
(+ 21%), representing a 68% share of sales. In 2017,
these customers received 140 million individual offers. EMTÉ 2.0’s store image is old-fashioned while the
The database, which is already extensive, enables us to pressure in the market is increasing as competitors
operate in an increasingly targeted and data-driven way invest in modernisation. The conversion to the 3.0
in a market which, for many, is still very homogenous. format is the response to this. It is a large step from
outdated to taking the lead. In addition to the goal of
It is not just in terms of customer rating, but also in boosting sales via new customer groups, we need to
actual purchasing behaviour (fair shares) that EMTÉ is get to grips with the new operation in terms of manag-
one of the top Dutch supermarkets for fresh products. ing costs and loss of income. Major advances were
Meat and confectionery had the highest scores, with made during 2017, but we have not yet reached our final
fruit and vegetables, at under 100, scoring the lowest. destination. It is important that getting the operation
All fresh food departments scored higher in the 3.0 under control will not be at the expense of the unique-
format than in the 2.0 format generation. ness of the format.

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

22 million personal e-mails,


140 million personal offers

> 550,000 unique 400,000 unique personal offer


and active savers recipients (+100,000 compared with last year)

95,000 new Fijnproevers 49 participating


in 2017 CRM suppliers

Share of sales: 68%

Personal
General offers

Saving
and redeeming

370 million points redeemed


on Fijnproevers campaigns

200,000 promotional
products Points Only sold

Current balance of each Fijnproevers-card:


600 points (vs 680 at the start of this year)

46 Sligro Food Group 2017


External rating rating. GfK replaced its traditional Summer and Christmas
EMTÉ is highly valued by its customers for its fresh produce report in 2017 with the new Supermarket report. In recent
departments. This is also evident from the annual customer years, we have consistently secured a top three spot in the
surveys we carry out, as well as from the market research- Summer and Christmas report (based on customer ratings).
ers such as GfK. We set great store by this, particularly in In the new report, we narrowly missed out on a top three
the light of the positioning we chose for the 3.0 format as spot, at number four. The same survey, which appeared at
the “tastiest supermarket in the Netherlands”, which sets the end of December 2017, showed that we were ranked
itself apart with its good and tasty food. first for our fresh produce departments with a strong lead
over our competitors. Finally, in December 2017, we were
2017 started well with the selection of EMTÉ by the market presented with a new prize. Based on measurements
researcher SAMR as the most customer-friendly super- conducted by consumers on behalf of Smartspotter, EMTÉ
market format in the Netherlands. We were ranked ninth for emerged as the best of the Dutch retailers for implement-
the most customer-friendly businesses in the Netherlands, ing agreements with suppliers in relation to in-store promo-
and the highest-ranking supermarket. In the GfK format tions. Smartspotter therefore awarded us the first ‘Promo
report on fresh produce, EMTÉ was ranked second. Our Compliance Award 2017’.
butchery department came first in its category for the fifth
year in a row, and for the eighth time in the past 10 years. In We also frequently measure customer satisfaction our-
the separate surveys that GfK conducted on behalf of both selves, using the Net Promoter Score (calculated as promot-
Westland and Stegeman, we came top for the cheese and ers less detractors). The 2017 large-scale customer satis-
processed meat department for the fourth year in a row. At faction survey conducted on our behalf by MWM2 showed
the same time, research conducted by GfK showed that we that 51% of EMTÉ ‘s customers were Promoters, 5%
were not only rated highly for our fresh food departments, Detractors and 44% Passive. This means that we have
but that we are also at the top of the ratings for the amount further improved our previous scores, giving us a very
of fair share in the fresh produce departments. Our perfor- respectable NPS +46 in our sector.
mance therefore seems to be in line with the customer

NET PROMOTER SCORE EMTÉ

2017 +46

Promoters Passive Detractors


51% 44% 5%

2016 +43

Promoters Passive Detractors


48% 47% 5%

2015 +35

Promoters Passive Detractors


40% 55% 5%

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.

We spoke to very many parties inside and outside the


Netherlands to form a picture of interest in an alliance in
the form of a partnership and interest in an acquisition of
our Food Retail activities. What this has revealed is that our
perception of the added value of a partnership is correct,
but the details of the type of alliance in practice is a complex
business. On the other hand, there appears to be a lot of
interest from market players in acquiring our Food Retail
activities. However, in that scenario we are yet to establish
the extent to which the loss of synergy will be compensated
for in such a transaction.

Having weighed up all of the alternatives, we decided


to follow the more informal review in the second half of
2017 by starting a formal process with the aim of arriving

48 Sligro Food Group 2017


49
50 Sligro Food Group 2017
ORGANISATION
AND EMPLOYEES

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.

■ Create a leadership style reflecting our culture.

■ 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.

When we acquired JAVA Foodservice, we found a strong


Investing in the right places and at the same time imple- culture with distinctive standards and values that closely
menting a challenging Kicking Costs programme is what we matched those of Sligro Food Group. At ISPC, the culture is
call Cost Awareness, just one part of our green blood. Being less clearly defined and not as securely embedded in how
responsible for managing our resources carefully contrib- employees engage with one another. Having said that, ISPC
utes to stable growth and investing in the future. We are does have its own defined culture. Over the next few years,
very aware that reducing costs is spread across two axes. we will work on a single Sligro Food Group Belgium culture,
The first is culture and the second large cost programmes combining the best of JAVA Foodservice, ISPC and Sligro
based on innovation and IT. We are focussing on both of Food Group. Our experience of acquisitions and merging
these. cultures gained in the Netherlands over the decades gives
stands us in good stead.

52 Sligro Food Group 2017


In 2017, we organised our first BeNe event. Participants We use a state-of-the-art recruitment tool in the Netherlands
from the Netherlands and Belgium who are all involved in for our recruitment and selection operations. There is lots
the integration and cooperation in some form of strategic or more under development in this area, from automated
tactical capacity were represented at this event. An event selection tools to video recruiting, automatic processing
like this helps us to understand differences, but above all to and automated onboarding tools. We will be working with
create community and to learn from one another. All partici- these tools more and more over the next few years. This
pants said that it had been a very positive experience, with also supports the profile of a professional employer. It also
lots of shared energy. makes sense to use and develop these tools when you are
dealing with 40,000 applicants each year. In Belgium, prepa-
Labour market rations are under way to launch a similar approach based on
It is noticeable that the labour market is picking up and we the Belgian situation in 2018.
are having to dig deeper and find more creative solutions to
attract the right employees. Furthermore, an improving labour
market also means higher staff turnover, and for our own
KEY FIGURES 2017
employees, there is of course ‘more choice’ on the market.
The Netherlands Belgium Total
This means that over the next few years, we will have
Joined 3,049 63 3,112
to focus a lot more on recruitment and selection, as well
Left 3,283 58 3,341
as on nurturing and retaining employees. In an improving
market, we will have to raise our profile and stand out more Vacancies 3,454 84 3,538
among the target groups. For candidates in the operational Applicants 40,000 n.a. 40,0001)
environment of logistics and stores, the motives are differ- 1) Excluding Belgium
ent from candidates in management and head office roles.
This means that we need to adopt a targeted approach to When we develop our people and create jobs, we make
candidates, looking at each segment in an appropriate and appropriate use of subsidies where possible. We always
above all unexpected way. In 2018, the HRM department consider whether the benefits are proportionate to the
will target labour market communications and positioning desired quality and the amount of work and subsidy report-
as a specific focus area because we have been forced to ing that is often involved. The subsidy landscape is very
conclude that we have not invested enough in this in recent varied and is sometimes set up at European, national, and
years. It goes without saying that we will be stepping up in some cases, even at a local level. We use schemes in the
cooperation with schools and universities that match our Netherlands and Belgium.
interest on the labour market.
Flexible working
An inspiring and modern working environment is important We like to organise our labour force ourselves. We believe
for all employees, but particularly for the younger genera- that culture is a strong source of our success and so it is
tions. In addition to changes to the physical office environ- not appropriate to work with large numbers of temporary
ment in 2018 and 2019, we will also make significant staff or flexible labour. We have a small number of flexible
headway in the field of IT. Interactions with and manage- workers so that we can deal with weekly and seasonal
ment of the organisation are also important themes that will peaks.
be addressed.
However, because of shortages on the labour market, in
To be visible in the chain at an early stage, it is vital that recent years, we have been using more and more flexible
we cooperate with schools and universities. We also think staff, not for the flexibility, but to plug vacancies. The integra-
that it is consistent with our role in society and as a major tion of the HEINEKEN logistics activities in our delivery
employer in the Netherlands and Belgium to invest in educa- centres has triggered a volume increase at each location.
tion and make a contribution to its development. We have This calls for a different kind of management, but the
certainly been active in this area in recent years, but it takes demand for flexible workers will also increase further as a
a sustainable effort to make a difference. The approach result. Because culture is less of a driver for success in this
differs for each professional area, target group, region and specific group of employees, a different focus is needed,
country. and that also places demands on our flexible partners.

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.

54 Sligro Food Group 2017


Health and safety Workforce and diversity
It is important that employees feel happy in a safe and We have divided our workforce into four main categories:
healthy working environment. Consequently, we pay a lot of Food Retail, Foodservice the Netherlands, Foodservice
attention incidents involving an industrial accident. Belgium and Head office. We allocate employees according
to type of contract, gender and age.
Absenteeism is a measure of employees’ health and safe
working conditions but also of engagement and the respon-
sibilities arising from this. From this perspective, we go
further in our responsibilities as an employer than is strictly WORKFORCE
necessary. AND DIVERSITY
Following a positive trend in 2016, a number of business
units were faced with rising and excessive absenteeism 428 277
6% 4%
rates in 2017. We find this development unacceptable, and
it will, therefore, require the focus of line management and
2,746 FTE’s 3,145 2,748 FTE’s 3,143
HRM. 41%
2017 47% 42%
2016 48%

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%

15% FS NL = Foodservice The Netherlands


10% FR = Food Retail
HK = Head office
5% FS BE = Foodservice Belgium
0% SFG = Sligro Food Group
FS NL FR HK FS BE SFG

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

56 Sligro Food Group 2017


long-term employment contracts at management level. The new, highly skilled employees. These staff are coached by
Supervisory Board consists of four men and one woman. specially trained employees who have been at Sligro Food
Group for some time. A focus on a transfer of culture is very
Diversity is a matter for pragmatic and open discussion at our important. Each course focuses on challenging the partici-
organisation. It is not an artificial process driven by targets. pants to develop through a challenging offering.
We attach much more importance to the right competences
and culture match when selecting candidates. We subscribe Works council
fully to the general opinion on this subject and believe it is We take a constructive approach to employee representa-
important to achieve this balance gradually. Intrinsic reasons tion in the form of works councils based on the conviction
work better here than quotas. that this is very valuable and for us that goes further than
the minimum legal requirements. Representative negotia-
Learning and development tions make matters transparent and make the consultation
An organisation develops in part as a result of the devel- clear. As an employer, we are able to share and examine a
opment of its staff, and so we have training programmes lot, and key signals from the employee representatives that
for all levels in our organisation. We use e-learning technol- help to detail and implement policies can be given in this
ogy to offer very short training courses. Employees who are open confidential atmosphere.
less familiar with learning processes can often be motivat-
ed to complete a short course, sometimes lasting only ten This starting point also applies in Belgium, except that
minutes. Courses offered to employees who are more famil- there are different regulations or practical implementation
iar with learning processes are more tailored to them. in some areas, there are different traditions in Belgium,
and the relationships between employer and employee
Many courses have been further digitised, sometimes to are perceived differently. We, of course, abide by the law
make it easier to keep the content up to date and sometimes when it comes to matters of authority but we handle them
specifically for e-learning. For our supermarket employees, in the way we regard as desirable. This only works if both
e-learning is an excellent way to offer fast, short courses or sides are happy with this approach. In Belgium, we need to
to teach a specific subject. This way of learning is part of the explore this further, and that is the job of the national board
everyday lives of our assistants, many of whom are school representation. New works council elections will be held in
and college students. It is less of a burden, certainly if it Belgium in two years’ time, when we will also evaluate the
takes up less time, for employees on part-time contracts to current consultation structure.
study at home when it suits them.
The works council in the Netherlands has decided against
setting up an international works council as this would not
be in the tradition of representation being organised as close
COURSES as practical to implementation in a single council.
IN THE NETHERLANDS
Number Employees A new works council took office in the Netherlands in 2017
of courses trained and even though lots of new members joined, the consulta-
tion culture has remained the same. We realise that being
Basic training 35 2,320
an employee representative brings a special responsibil-
Safety training 5 1,520
ity and it is pleasing that people are willing to take this on.
E-learning 133 7,223
Employee engagement expressed as membership of the
Leadership programmes 7 150 works council, therefore, deserves particular respect. Thank
you to all colleagues who took on this role in 2017.
As well as supervisor training courses, which are the same
in the Netherlands and Belgium, we have developed three Development of HRM role
leadership programmes. One at secondary vocational Working with approximately 11,000 employees brings many
level (Jong Oranje), one at higher vocational level (Sligro’s obligations. Some to keep matters manageable and some
Ondernemers Programma (SOP)) and one at graduate high- to perform the role of employer properly. This is a huge
potential level (Sligro’s Jonge Intelligente Denktank SJID). administrative task, certainly given these numbers, includ-
We have also launched a programme (Jonge Helden) for ing a large number of temporary assistants that changes

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.

Our international ambitions were taken into account when


the platform was bought. We will continue with this form of
E-HRM over the next few years.

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.

In the Netherlands, we apply the collective labour agree-


ments for the Food Wholesale Sector, Large Food Retailers
and those for butchery.
In Belgium, we join the joint committees: 119 and 200.

We aim to make all the employment terms and conditions


we set for ourselves the same for all employees. There may
be differences depending on what is possible and custom-
ary in a country. The appreciation of particular terms of
employment can also differ by country. We take this into
account in implementation.

The remuneration policy for a large proportion of our staff


is set by the collective labour agreements or joint commit-
tees. Where we are not tied to these, we offer a competi-
tive average salary, and so we are able to attract the right
people.

We have a bonus system for certain, usually commercial,


positions. The bonus is “nice to have but not essential” and
so does not create perverse incentives. Furthermore, in
many situations the targets are of a collective nature.

58 Sligro Food Group 2017


Via a Sligro saving campaign 34.000 visitors enjoyed the concert of Guus Meeuwis.

59
Sligro delivery drivers use mobile on-board computers.

60 Sligro Food Group 2017


CORPORATE
SOCIAL RESPONSIBILITY

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.

SLIGRO FOOD GROUP IN THE FOOD SUPPLY CHAIN

Processors Sligro C&C and


Branded and own DS JAVA, Van Hoeckel, Foodservice
of primary label products outlets
Genetics and Primary products and wholesale activities
Consumer
breeding products waste
Océan Marée Sligro Food Group EMTÉ EMTÉ
en Smit Vis production companies wholesale Supermarkets

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

Please address any questions, comments or suggestions to: 2. Food waste


V1
mvo@sligro.nl.
V2
3. Sustainable product range
How we work and implementation
VA1
in the organisation VA2
The Group makes use of a CSR Steering Group. The compo-
VA3 VA3 VA3
sition of this Steering Group has been matched to the CSR G8 / VA4
core themes which we have formulated for Sligro Food VA5
Group and for which the members bear ultimate respon- 4. More efficient chains
sibility for their respective areas within Sligro Food Group. EK1
The CSR Steering Group as a whole makes policy decisions EK2

and the individual members implement them at operational EK3

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

In 2011, we set our core themes and targets for 2020. In


2016, we carried out an interim evaluation during which Environment and Our Product Range’. 2030 is a long way off,
we established that we were well on track to achieve our but we have already made a start on setting our goals for
targets for 2020. Furthermore, we also established that 2030. Sometimes, as is the case with the Environment, our
given how our business, our stakeholders and the world goals are very specific. At other times, the nature of the goal
were developing, we needed to take the next step. This is means that we have to apply a baseline measurement so that
why in 2017, we expanded our core themes of ‘People, The in 2018 we can establish a suitable level of ambition for 2030.
environment and Our product range’ to include five themes We will address this in our 2018 annual report.

62 Sligro Food Group 2017


People Using the materiality analysis from page 65, we closed 2017
People like to do business with Sligro Food Group because of based on our ‘old’ targets and working method. Next year,
our consistently result-driven, reputable, enterprising and we will be reporting from the perspective of our new targets
customer-focussed culture. for 2030 on our management approach and results for each
■ Employee satisfaction core theme.
Employee satisfaction is measured using our employee
engagement surveys, which we want to conduct more Sustainable Development Goals
frequently. In addition to the overall score, which we have (SDGs)
used so far, we believe it is important to have a more In 2016, all members of the UN signed a package of seven-
equal distribution between generations and departments. teen Sustainable Development Goals (SDGs) up to 2030.
In 2018, we will test our measurement method and will Each government is responsible for translating the global
determine our ambition for the route to 2030 based on an SDGs into national SDGs. The Netherlands is working on a
initial baseline assessment. national SDG strategy, which is also part of the 2017 coalition
■ Customer satisfaction agreement.
We measure customer satisfaction using our current Net
Promotor Score (NPS). Our aim is to gradually improve During our Annual General Meeting in March 2017, VBDO
these scores every year in all the segments and countries asked how we included these SDGs in our sustainability
we operate in. policy. Our vision is that SDGs are essentially a bit like new
■ Supplier satisfaction wine in old bottles. We have been embracing most of the
In 2018, we will design a new annual survey to gauge basic principles in our sustainability policy for some time. Not
how our suppliers view doing business with Sligro quite one year down the line, we have established that SDGs
Food Group and what we can learn from the survey. are primarily becoming a new guideline for governments and
We believe that business involves tough negotiating, businesses when they make their sustainability decisions and
but it should be done respectfully, decisively, fairly and contribute to a sustainability reporting standard.
from the perspective of a deal is a deal. Our suppliers’
handbook sets out exactly what our suppliers can expect We have identified which of the 17 SDGs are the most
from us. However, we measure how people evaluate us consistent with our updated sustainability policy with the
and where we can do better. We will start with European corresponding activities and our new targets for 2030:
suppliers and decide on our precise method and ambition SDG 2: End hunger, achieve food security and improved
in 2018. nutrition and promote sustainable agriculture.
SDG 3: Ensure healthy lives and promote well-being
The environment for all at all ages.
■ CO2 SDG 8: Promote sustained, inclusive and sustainable
Sligro Food Group’s goal is to reduce CO2 emissions economic growth, full and productive employment
in 2030 as a percentage of sales by 50% compared and decent work for all.
with 2010. SDG 12: Ensure sustainable consumption and production
patterns.
The product range SDG 13: Take urgent action to combat climate change
■ Sustainability and its impacts.
We want to improve the share of sales of our sustainable SDG 14: Conserve and sustainably use the oceans,
product range by 15% in 2030. Our umbrella brand Eerlijk seas and marine resources for sustainable devel-
& Heerlijk (honest and delicious) will make an important opment.
contribution to this goal and underpins this measurement. SDG 15: Protect, restore and promote sustainable use
■ Health of terrestrial ecosystems, sustainably manage
As a market leader, we believe that we have a role to forests, combat desertification, and halt and
play in putting Health ‘on the map’. This does not have reverse land degradation and halt biodiversity loss.
to involve extreme changes. Small, every-day improve- SDG 17: Strengthen the means of implementation and
ments are more realistic. In 2018, we will decide on revitalize the Global Partnership for Sustainable
the method and the level of ambition. The goal is Development.
to bring ‘health’ to the attention of our customers and
our employees.

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.

64 Sligro Food Group 2017


We were the first to introduce such a policy. It has since Our larger Foodservice customers had previously been
inspired other market players and has come to the atten- looking at certification or quality models to provide certain-
tion of politicians. We have shared our initial findings with ty as a form of guarantee. This prompted us to keep our
representatives of the Ministry of Health, Welfare and FIRA ‘bronze registration’. We are now seeing this trend
Sport. Internally, we have had interesting discussions continue and we and our chain partners are taking a
about the price of ethical sales. After all, the direct conse- specific approach to joint sustainability targets. This is a
quence of our policy is a loss of sales of approximately good development because it means that sustainability
€1 million. becomes intertwined in business. This is why FIRA regis-
tration no longer offers us added value, and we have not
Affiliations and administrative renewed it.
involvement
In addition to being a member of sector-specific organ- Transparency Benchmark
isations, as a major player in the food market, we also This transparency benchmark of the Ministry of Economic
have a duty to help with administrative functions and to Affairs, Agriculture and Innovation is an annual survey of
demonstrate an active involvement in these organisations. the content and quality of social reporting by Dutch compa-
Details of our memberships can be found on our corporate nies. The benchmark gives us an idea of how our trans-
website. parency in relation to sustainability compares with that of
other companies. A total of 505 companies were below the
CSR certification Transparency Benchmark and, in 2017, no fewer than 252
Last year, we said that we were having more and more companies had a ‘zero score’. We finished in 106th place in
reservations about the added value of CSR certification. 2017 with a sore of 131 out of 200 points.

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.

OUR CORE THEMES

People The environment The product range

Our employees CO2 The product range


Energy
Our customers Health
Packaging
Our community Waste Food waste

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’.

66 Sligro Food Group 2017


Our customers Evaluation
We start by examining whether there is a logical link
Definition, importance and evaluation between the organisation to be sponsored or the proposed
Excellent customer satisfaction lies at the heart of our participation and Sligro Food Group as a whole or a particu-
marketing approach, in both Food Retail and Foodservice. lar part of the business. Sponsorship must provide relevant
This is covered in detail in the sections dealing specifically added value for both parties on the principle of 'you scratch
with 'Foodservice' and 'Food Retail', commencing on page my back, and I'll scratch yours'.
29. To measure and evaluate customer satisfaction we use Since the sponsorship takes a specific form in most cases,
what is known as the Net Promoter Score (NPS). The NPS it is easy to measure in retrospect whether both sides of the
for Foodservice and Food Retail can be found on pages 33 agreement have been honoured. On top of that, 'society'
and 47. has its own dynamics and that requires us to act as part
of society when it comes to the policy we adopt and the
Our community choices we make.

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.

Definition and delineation


The scope of our efforts concerns emissions of CO2 from
using gas and electricity and from the distance travelled in
CO2 EMISSIONS 2017
connection with movement of goods by road to and from Per €100 of sales
all wholesale outlets, stores, corporate customers, distri- 50
bution centres and production sites in the Netherlands and
Belgium. The CO2 emissions are related to the fixed conver- 48

sion parameters with a 2010 baseline, enabling us to effec- 46


tively monitor the annual reduction in CO2 emissions that
we achieve relative to 2010. 44

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

by 2020 by 20% per euro of sales compared with 2010. 38


Approach
A CO2 report is produced and discussed every six months. 36
Wherever the results are not in line with the achievement
34
of our 20-20 target, the matter is taken up with the relevant
person responsible for electricity and gas consumption or 32
transport usage. Based on the actions cited for energy (in
30
the approach), we check whether the outcome achieved is
2010 2017
as expected. The same is done for the actions undertaken
in relation to transport (logistics).

CO2 REDUCTION WASTE SEPARATION


x 1,000 kg 2017 2016 2015 2014 2013 2012 2011

6,052 5,786 5,288 5,214 3,668 3,700 3,395

68 Sligro Food Group 2017


Energy in electricity consumption. Because all ISPC premises are
fitted with solar panels, this increase was relatively small.
Definition and delineation In the Netherlands, our first solar panel installation became
Energy covers electricity, gas and fuel purchased by Sligro operational in 2017. This has also contributed to a reduction
Food Group and used in connection with all its wholesale, in CO2 emissions as a result of electricity consumption. The
retail, office, distribution and production activities as a vital further rollout of the 3.0 format, among wholesalers and at
part of current operations, in the Netherlands and Belgium. the EMTÉ stores, delivered an electricity saving of just over
Importance 3 million kWh in 2017.
Use of energy is essential to operations at all our sites.
At Sligro Food Group, energy is an important topic, partly Waste
because it represents a substantial cost item each year and
partly because energy consumption has a major impact on Definition and delineation
the environment. All waste streams within Sligro Food Group categorised
Approach as either cardboard, spoiled food, category 3 and 2 waste,
All our new sites employ modern energy installation vegetable kitchen and food waste, glass, mixed waste
solutions. Similar solutions are also adopted for the paper and cardboard, film and waste deep-fryer oil that can
renovation of existing sites wherever possible. Typical be used for processing.
energy-related improvements are the use of LED light- Importance
ing, CO 2 -based refrigeration systems, optimised control Waste separation and recycling is better for the environ-
systems, effective use of the heat produced by refrigera- ment: waste that does not have to be incinerated is being
tion systems for space heating (heat recovery), fitting of used increasingly as a raw material (for new products) or
covers on chilled-food and frozen-food chests and shelf for green energy. This helps to reduce CO2 emissions. The
units, movement sensors to switch lighting on and off and second important point concerns the scarcity of raw materi-
heating systems employing heat pumps. als. The growth in the world’s population has boosted the
Evaluation demand for natural resources, whereas their availability is
Energy consumption is regularly monitored to establish finite. Waste separation and recycling is, therefore, an impor-
whether we are staying within the parameters of the agree- tant item, with waste being converted into valuable raw
ments with our energy suppliers. This information also materials. Throwing away and incinerating residual waste
used for taking additional management action to reduce our does not make any long-term contribution to businesses,
electricity and gas consumption. the environment and society.
You can find breakdowns of our consumption of gas, electric- Approach
ity and fuel in relation to our goods transport movements on By reducing residual waste and separating waste streams
our corporate website. for recycling, we are minimising the environmental impact
of our waste. We want to give the waste streams that do
Gas arise a second life where possible by using them as a raw
Gas consumption rose 3% compared with 2016. Last year material or by converting them into green energy. The CO2
was warmer than 2016, giving a difference of approximately emissions of our waste streams are wholly dependent on
5% in terms of degree days. The main reason for the higher how our waste is processed by third parties. We can influ-
consumption is the expansion of new locations in Belgium ence the quantity of waste and the proper separation of
and increased production at Culivers. waste. After that, it is the waste processor that determines
Last year, additional wholesale locations went ‘gasless’, the CO2 emissions of our This is why we publish the CO2
namely in Venlo and Almelo. In addition, two new EMTÉ reduction we achieve by sending our separated waste for
sites were delivered entirely gasless, resulting in an expan- processing, rather than processing unseparated waste.
sion of 30,000 m of gasless floor area. A total of almost
2
Evaluation
230,000 m2 of floor area is now virtually gasless. The reduction in CO2 emissions is calculated on the basis
of the 2014 conversion factors for each waste stream as
Electricity used by Van Gansewinkel. The CO2 factors used have been
Electricity consumption in 2017 was virtually the same as calculated under the responsibility of the TNO Research
in 2016. Energy consumption of the three ISPC sites in Institute, in accordance with ISO 14040/14044 procedures
Belgium was included from May 2017. This led to an increase and guidelines. This approach is supported by the LCA (Life

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.

70 Sligro Food Group 2017


EERLIJK & HEERLIJK Sustainable meat
EMTÉ is known for its high-quality meat. It is no coincidence
When we launched Eerlijk & that EMTÉ was voted the ‘Best Butchery in the Netherlands’
Heerlijk in 2010, we opted for four for the eighth time in 2017. Offering the highest quality does
pillars that underpin the sustain- not only mean tasty and tender meat. To us, high-quality
able product range: Organic, meat also means focussing on animal welfare and the good
Sustainable, Fair trade and Local. conditions in which meat is produced. Last year we made
Each pillar has a number of select- great strides towards putting our meat range on a more
ed quality labels, which as already sustainable footing. For example, our entire chicken range is
explained, were refined further in 2017. We want the quality classified as ‘de betere kip’ as a minimum requirement, and
labels to guarantee that a product actually delivers a sustain- nearly all of our pork carries the ‘beter leven’ animal welfare
able contribution. quality label.
Importance
The demand for sustainable products is still rising, and Our unique Natuurvlees beef is perhaps the best quality
people are becoming increasingly critical about the nature Dutch beef available in supermarkets owing to the high level
and origin of products and how they are made. Globally, of animal welfare and taste. As far as we are concerned, it
major issues are at play, including climate change, loss of beats the qualification of ‘organic’ in these areas. However,
biodiversity, animal welfare and working conditions. As a in 2017, we were unable once again to obtain a ‘beter leven’
major player in the Dutch food market with a complex, large quality label for our Natuurvlees. Our customers highly value
and global network, we are very aware of our impact on our Natuurvlees, as does the province of Noord-Brabant,
nature, animals and people and take our share of responsi- which wants to connect nature with people and the econo-
bility for this. my. The social added value of nature takes centre stage in
Approach all the province’s projects, and it cites ‘Natuurvlees’ as a
We work with suppliers who champion products that are success story.
both better for the customer and better for the environ- The development of our sustainable range can be clearly
ment. We seek out dialogue with suppliers, producers and seen in the summary on page 72.
farmers on a whole range of issues, such as animal welfare,
working conditions, sustainable packaging and the origin of
raw materials.
To keep our customers informed of a product’s correct
sustainability claims, in 2017, we launched a joint venture
with SIM (Supply Chain Information Management). SIM
monitors and guarantees all own branded goods with a
sustainable quality label (belonging to the quality label selec-
tion as explained). Parallel to this, in 2018 we are launching
a large-scale campaign for all our suppliers with the aim of
identifying the certified products we recognise.
Evaluation
We benchmark the progress against the share in net sales
of the Eerlijk & Heerlijk range. In 2017, the sales of Eerlijk &
Heerlijk rose by €28.9 million to €258.3 million This repre-
sents a share of sales of 8.7% (2016: 8.2%).
Had we implemented the refinement of the quality labels
with effect from 2017, the Eerlijk & Heerlijk sales for 2017
would have been €229 million, or 7.7% of total sales. These
sales and related share of sales will constitute our growth Natuurvlees is available exclusively at EMTÉ and comes from
benchmark for 2018. cows that graze freely in Dutch nature reserves.

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.

SUSTAINABLE MEAT AND MEAT SUBSTITUTES

PRODUCT RANGE SHARE OF PRODUCT RANGE


Number of items

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

72 Sligro Food Group 2017


report. The product locations are subsequently reaudited We list the following product characteristics:
within six to 12 months (the audit date depends on the type ■ Total calories
of audit: follow-up or full). As a result of this working practice, ■ Saturated and unsaturated fat
we parted company with one supplier in 2017. ■ Sugar
■ Fibre
In Hong Kong, two of our employees has been working on ■ Sodium
all non-food imports from outside the EU. The aim is to put ■ 14 allergens that we are required to list by law
the purchasing process for the Far East on a formal and 3. Encourage the customer to choose fresh and
efficient footing to ensure increased product and process unprocessed foods more often.
quality. This employee also acts as a gatekeeper at the front Fresh and unprocessed foods contain no unnecessary
of the chain. BSCI is an integral part of this. additives not originally found in the product.
4. Encourage customers to choose the following
Health / healthy eating product groups more often1)
■ Fruit and vegetables
Definition and delineation ■ Nuts and seeds
Unfortunately, there is no unequivocal and comprehensive ■ Wholegrain products and pulses
definition of 'healthy eating’. There are various things which ■ Fish
together make for good health but sometimes they also ■ Water
completely conflict with each other. We do not see it as our 1) WHO advice
duty to add a new interpretation, but we focus on helping 5. Ingredients of our own brands.
our customers to make their own choices. Our tasks include Our exclusive brands give us direct control over
making product features transparent, transferring knowl- what goes into our products. We follow the 'Akkoord
edge and actually offering a choice. Verbetering Productsamenstelling' (Agreement on the
We take the World Health Organisation (WHO) guidelines Improvement of Product Ingredients) and make adjust-
as our starting point. These guidelines have a scientific basis ments where possible or desirable. We focus on the
and serve as a global guide for compiling national food policy following across all product groups:
and are free of interpretations. ■ Artificial colours
WHO guidelines: ■ Flavourings
■ Energy intake versus energy consumption ■ Flavour enhancers
■ Reduce fat intake ■ Sugar and sweeteners
■ Less saturated fat, more unsaturated fat ■ Salt
■ Less trans fat Evaluation
■ Limit intake of free sugars The programmes and projects included in our 2016 annual
■ Limit salt intake report that contribute to the five promises were defined and
Importance launched in 2017. Eight projects were defined within the
We are becoming more and more knowledgeable and aware core themes of ‘people’ and ‘the product range’. The initial
of the impact of good food on human health. We see it as results are now available. Employees and customers from
our responsibility to assist and motivate our customers to all business units are regularly inspired when it comes to
make healthy choices. healthy eating. In addition, we offer our customers food and
Approach service solutions to try. Examples include:
We have set out our vision in five promises. ■ Sligro has further rolled out its ‘Lekker Bezig ‘canteen
1. Persuade customers to vary their diets programme in collaboration with the Dutch Football
Variety is important to take in as many different healthy Association within the football channel. Almost 750
nutrients as possible. It is our task to introduce newer, football canteens have already registered.
healthier products to our customers.
2. Give customers choice.
It is our task to make product information clear (both
online and on the actual product) so that the customer
can make an informed choice about his or her own
health.

73
An average of

6 569
model canteens, spread
Team boxes

around the country

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

74 Sligro Food Group 2017


Councillor Elly Konijn hands out the first Team boxes to the youth team of Kolping Boys from Alkmaar.

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.

76 Sligro Food Group 2017


RISK
AND RISK MANAGEMENT

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

SLIGRO FOOD GROUP RISKS


Risk
Category Probability Influence acceptance Impact

Loss of Sligro Food Group’s culture Strategic ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ●

New business models and retailers expanding their ranges Strategic ● ● ● ● ● ● ● ● ● ● ● ● ●

Change of management model Strategic ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ●

Cybercrime Operational ● ● ● ● ● ● ● ● ● ● ● ● ● ●

Data quality: operational/compliance Operational ● ● ● ● ● ● ● ● ● ● ● ● ● ●

ICT stability/flexibility Operational ● ● ● ● ● ● ● ● ● ● ● ● ● ● ●

Ageing workforce Operational ● ● ● ● ● ● ● ● ● ● ● ● ●

Risks in acquisitions and integration Financial ● ● ● ● ● ● ● ● ● ● ● ● ● ● ●

Authorities/NGOs/Regulators Compliance ● ● ● ● ● ● ● ● ● ● ● ●

Food safety 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

78 Sligro Food Group 2017


this complex, but at the same time, it is systems of this simulated, unannounced attacks. The test results indicated
kind that give us a clear competitive edge. Systems failing that we have implemented several proper measures in
to work or not operating well can threaten the continuity of the past to protect ourselves but that there is room for
the whole business within a relatively short period of time. improvement. We are now developing a long-term plan to
We, therefore, take extensive measures to minimise the risk improve prevention, monitoring, detection and response.
of such problems. Technology is not standing still, however, and so security
remains a dominant item on the agenda.
In 2017, we started a preliminary examination of a new ICT
landscape which will create the conditions for a flexible Ageing workforce
response to changing customer wishes in the future and The average age of our workforce is increasing, and the
also form the basis for further international expansion. This retirement age for our staff is being steadily raised. This
type of project has many inherent risks and, therefore, is situation makes the ageing of our workforce an increas-
being given great attention. ingly important consideration for us, especially against the
background of the demanding physical work that goes on
Data and data quality are of major importance for smooth in large parts of our organisation.
operations and for the information we exchange with our
customers, suppliers and other stakeholders. On top of that, We already invest in the fitness and health of our staff and in
there are strict legal requirements relating to data and data making the people who work for us more aware of the risks,
privacy, and so data protection also receives a great deal of but more targeted action will be needed to address all the
attention. implications of this ageing trend.

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

80 Sligro Food Group 2017


along structured lines, coupling them to the strategic risks programme management also works on safeguarding and
and enhancing the controls where useful. continuous improvement of business processes.

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.

As the Group has similar operations at many different sites,


we make intensive use of internal benchmarking. In this way,
our management information supports our internal controls
and vice versa. Overall controls identify possible gaps in
internal controls associated with the informal and entrepre-
neurial nature of the business culture that has contributed
over the years to the Group’s commercial success.

For many years, we have had a long-term general back-


office plan in place, deliberately integrating the business and
the back-office agendas in an effort to ensure that business
plans are practicable in terms of processes, systems and
staffing and that proper consideration is given to the relat-
ed necessary controls. As co-ordination is increasingly
important in a large business, we have set up a Programme
and Process Management department which apart from

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:

Supervisory Board ■ Appoint supervisory directors and determine


The Supervisory Board supervises the policy of the Execu- their remuneration.
tive Board and the general affairs of the company. It supports ■ Adopt the financial statements and ratify the actions
the Executive Board with advice. In the performance of their of the Executive Board in respect of its management
duties, the Supervisory Board members are guided by the and of the Supervisory Board in respect of
company’s interests. The Executive Board provides the its supervision during the previous year.
Supervisory Board promptly with the information it needs ■ Resolve to amend the company’s Articles of
to perform its duties. Association or wind up the company by a two-thirds
majority of the votes cast, representing more than
The members of the Supervisory Board are appointed by the half of the issued share capital.
general meeting, their candidature having been proposed by ■ Issue shares and restrict or exclude shareholders’
the Supervisory Board. Supervisory Board members retire pre-emptive rights (the Executive Board has been
at the latest at the close of the first general meeting follow- granted these powers until 22 September 2018
ing the day marking the fourth anniversary of their most subject to the approval of the Supervisory Board).

82 Sligro Food Group 2017


■ Repurchase and cancel shares (the Executive Board best practice provisions of the Code. Neither departure is
has been granted powers until 22 September 2018 to new or temporary. Sligro Food Group also departed from
purchase fully-paid shares either on the stock exchange parts of the equivalent provisions in the 2004 and 2008
or privately up to a maximum of 10% of the issued Corporate Governance Codes. Both departures are appro-
share capital, as stipulated in the Articles of Association, priate to the culture of Sligro Food Group – a listed family
for a price no more than 10% above the market price company.
at the time of the transaction).
■ Approve decisions by the Executive Board on Best practice provision 2.2.1
any substantial change to the identity or character (‘Appointment and reappointment periods -
of the company or the business. executive board members’)
Members of Sligro Food Group’s Executive Board are
Anti-takeover mechanisms appointed for an unspecified period, and so Sligro Food
Sligro Food Group respects the one share/one vote principle Group departs from best practice provision 2.2.1. This is
and does not have any anti-takeover or control mechanisms. because Sligro Food Group aims for long-term employment
relationships with its staff and so also with its directors.
Conflicting interests Sligro Food Group prefers to appoint members of the Execu-
During 2017, there were no material transactions involving tive Board from within the Group.
possible conflicts of interest with Executive or Supervisory
Directors, nor were there any transactions with sharehold- Best practice provision 3.2.3
ers owning more than 10% of the shares. (‘Severance payments’)
Sligro Food Group has not entered into agreements on the
Compliance with the code level of any severance pay with members of the Executive
The revised Corporate Governance Code (‘the Code’) was Board. This should be seen in the light of the appointment of
published on 8 December 2016. Except for best practice directors for an unspecified period, and since such appoint-
provisions 2.2.1 (‘Appointment and reappointment periods – ments may follow employment with Sligro Food Group in a
executive board members’) and 3.2.3 (‘Severance pay- position other than director.
ments’), Sligro Food Group subscribes to the principles and

83
CAPITAL EXPENDITURE

Goals ■ €19 million on the conversion of EMTÉ supermarkets


■ Maintain the Group’s average net capital expenditure to EMTÉ 3.0.
at about 2.5% of sales over the long term. ■ €12 million in ICT software and hardware for our online
■ Invest continuously in developing our commercial formats programmes and master data management.
over a roughly 7-year cycle. ■ €6 million in Belgium, including €4 million on the
■ Invest continuously in developing our online activities construction of the new frozen food distribution centre
and master data management. in Rotselaar.
■ Optimise the logistical network and outlets
in the Netherlands. In 2017, we further reduced our retail property portfolio in
■ Organic growth in the logistical network and outlets part by selling redundant properties and outlets and also by
in Belgium. selling and leasing back properties still in use. The proceeds
■ Invest continuously in automation and efficiency- from these disposals were €14 million.
enhancing technology in order to maintain our position
as a cost leader. The residual carrying amounts of previous remodelling costs
were written off in full on the conversion of supermarkets
In 2017, we invested €76 million, or 2.6% of sales, in intan- from 2.0 to 3.0. This impairment was €2 million in 2017.
gible assets and property, plant and equipment. Key invest-
ments were: The table below analyses net capital expenditure together
■ €28 million to upgrade cash-and-carry outlets to Sligro with the related amortisation and depreciation.
3.0 in the Netherlands.

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

Property, plant and equipment 50 52 23 26 73 78

Investment property 0 0 0 0

Disposals of assets held for sale (0) (0) (6) (5) (6) (5)

Net capital expenditure 59 59 17 21 76 80

Depreciation and impairments (37) (32) (14) (12) (51) (44)

Amortisation of software (8) (8) (0) (0) (8) (8)

Subtotal (45) (40) (14) (12) (59) (52)

Net movement 14 19 3 9 17 28

1) Concerns discontinued operations.

84 Sligro Food Group 2017


After a lengthy process to obtain unencumbered building during the next three to four years. As we do not intend
permits in Belgium, we started construction of the first to own these sites but to transfer them to property inves-
Sligro-ISPC outlet in Antwerp in the autumn of 2017, which tors and then lease them back over the long term, Sligro
we expect to open in the autumn of 2018. Planning appli- Food Group’s net investment on this project will be about
cations and procedures are also under way in a number of €20 million.
other towns in Belgium where we want to set up so that we
can build up our network of outlets over the next few years In the next few years, Sligro Food Group will prepare its IT
following the hand-over of Antwerp. The conversion of and Data landscape for the integration of the Belgian activi-
ISPC’s outlets in Ghent and Liège to the Sligro-ISPC format ties and possible future expansion internationally. The IT and
will be part of this in the coming years. Data landscape will also be adapted to respond more quickly
to changing market conditions and customer demand. This
As already announced, we will be investing considerably in will require its complete replacement. Our current estimate
our delivery network in the Netherlands in connection with of the ‘non-recurring’ investment for the implementation is
the strategic partnership with HEINEKEN. We estimate we €60 million, which will be spread over a period of some four
will invest a total of €100 million to remodel and expand years (2018-2021) and amortised over the estimated useful
existing sites and create four completely new locations economic life.

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.

86 Sligro Food Group 2017


In 2017, we generated net sales of €2,970 million, an
increase of €157 million or 5.6% compared with the previous
year. The acquisitions of JAVA Foodservice and De Kweker
in 2016 added a non-organic increase in sales of €20 million
in the first months of 2017. Together, the acquisitions of
ISPC, Tintelingen and HEINEKEN in 2017 added a net €77
million. Like-for-like sales growth was 2.1%.

The profit and loss account can be summarised as follows:

PROFIT AND LOSS ACCOUNT SUMMARY


SLIGRO FOOD GROUP
as % of sales
x € million 2017 2016 2017 2016
Net sales 2,970 2,813 100.0 100.0

Cost of sales (2,275) (2,168) (76.6) (77.1)

Gross margin 695 645 23.4 22.9

Other operating income 19 4 0.7 0.1

Total operating expenses


excluding depreciation, amortisation and impairments (540) (493) (18.2) (17.4)

Gross operating profit (Ebitda) 174 156 5.9 5.6

Depreciation and impairments (51) (44) (1.7) (1.6)

Operating profit before amortisation (Ebita) 123 112 4.2 4.0

Amortisation of intangible assets (26) (25) (0.9) (0.9)

Operating profit (Ebit) 97 87 3.3 3.1

Net finance income and expense 4 4 0.1 0.1

Profit before tax 101 91 3.4 3.2

Corporate income tax (20) (18) (0.7) (0.6)

Profit for the year 81 73 2.7 2.6

87
NET SALES SLIGRO FOOD GROUP
Sligro Food Group Foodservice Food Retail

Net sales 5.6% 7.9% 0.1%


Organic 2.1% 3.0% 0.1%

x € million

€59
€1
€77
€20
■ Foodservice
€2,142 ■ Food Retail
€1,986

€827 €828

2016 Acquisitions 2016 Acquisitions 2017 Organic 2017

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.

88 Sligro Food Group 2017


EBITA 2008-2017
130 6.5%
120 6.0%
110 5.5% ■ x € million
100 5.0%
■ as % of sales
90 4.5%
80 4.0%
70 3.5%
60 3.0%
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

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

ANALYSIS OF OPERATING RESULT


Foodservice Food Retail1) Total
x € million 2017 2016 2017 2016 2017 2016
Ebitda 148 131 26 25 174 156

Depreciation and impairments (37) (32) (14) (12) (51) (44)


Amortisation of software (8) (8) (0) (0) (8) (8)
Amortisation of other intangible assets
(excl. related to acquisitions) (6) (5) (0) (0) (6) (5)
Net effect of exceptional gains and losses (3) 2 (5) 0 (8) 2

Underlying operating profit 94 88 7 13 101 101

1) Concerns discontinued operations.

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

Foodservice Food Retail1) Total


x € million 2017 2016 2017 2016 2017 2016
Amortisation of other intangible assets related
to acquisitions (6) (4) (6) (8) (12) (12)

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

Other operating income 9 0 10 4 19 4

Ebitda 148 131 26 25 174 156

Ebita 111 99 12 13 123 112

Ebit 91 82 6 5 97 87

Net capital employed at year-end 2) 676 563 103 105 779 668

Ebitda as % of sales 6.9 6.6 3.2 3.0 5.9 5.6

Ebita as % of sales 5.2 5.0 1.4 1.5 4.2 4.0

Ebit as % of sales 4.3 4.1 0.7 0.6 3.3 3.1

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

1) Concerns discontinued operations.


2) Excluding associates.

90 Sligro Food Group 2017


NET EARNINGS 2008-2017
90 4.5%

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

EARNINGS PER SHARE 2008-2017


€ 2.00

€ 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

Goals In the autumn of 2017, we reviewed and expanded our


■ Ensure that sufficient finance is available under long short-term bank facilities with Rabobank. The old arrange-
and short-term credit facilities, maintaining a wide ment offered overdraft facilities of €90 million, of which €40
margin with respect to the related financing covenants. million was committed. The new arrangement comprises
■ Shares may also be issued to provide financing a 3-year Term Loan of €70 million and overdraft facilities
but only if the target margins with respect to of €80 million, of which €40 million is committed. Repay-
the financing covenants are insufficient as a result ments of €10 million per year are due on the Term Loan in
of major acquisitions. the coming two years. These facilities carry variable inter-
■ Limit working capital to no more than 10 days’ sales. est rates linked to Euribor. The terms and conditions and
covenants are in line with those of the USPP financing.
We call on both the capital markets (for long-term facilities)
and the money market (for short-term facilities) for our finan- As well as the Term Loan, the Group now has overdraft facil-
cing. We are always examining the different types of finan- ities of €87 million, of which €41 million is committed.
cing that the market can offer us.
We do not expect any problems attracting financing if the
Currently, our long-term financing is through US private opportunity of an acquisition should arise.
placements:
The Group’s free cash flow was €98 million, as shown in the
We repaid one tranche of the US private placements, dating abridged statement hereafter.
from 2010, in December, leaving one remaining tranche,
with a maturity of three years, which had a value of €63 Total working capital fell once again in 2017. The programmes
million on the reporting date. There was a swap value of €1 for structurally improving the working capital position are
million against this, which is recognised in other financial succeeding. In 2017, we achieved a further reduction in
fixed assets. working capital in part through our Supply Chain Finance
programme.
In 2016, we entered into a US Private Placement Shelf Facili-
ty with a three-year framework agreement and an uncom- As explained on page 84, we invested €76 million, or 2.6%
mitted facility of up to €100 million which can be drawn of sales.
down in tranches.

■ In April 2016, we drew down a seven-year loan of €30


million under this facility at an interest rate of 1.33% per
annum.
■ In September 2017, we drew down an eight-year loan of
€40 million under this facility at an interest rate of 1.67%
per annum.

92 Sligro Food Group 2017


ABRIDGED CASH FLOW STATEMENT
x € million 2017 2016 2015 2014 2013
Net cash flow from operating activities 172 153 140 147 133
Net cash flow from investing activities,
excluding the net effect of acquisitions and
the investment in Superunie (74) (81) (62) (69) (32)

Free cash flow 98 72 78 78 101

For comparison purposes: net profit 81 73 81 69 68

Cash conversion in % 121 97 96 113 148

The free cash flow was used to fund:


Net acquisitions/Superunie (116) (49) (11) (22) (19)
Payment of dividend and repurchase of own shares (57) (54) (47) (64) (49)
Net change in debt and cash 75 31 (20) 8 (33)

(98) (72) (78) (78) (101)

EVOLUTION OF WORKING CAPITAL


x € million 2017 2016 2015 2014 2013
Current assets,
excluding cash and cash equivalents 483 453 377 376 345
Current liabilities,
excluding interest-bearing items (454) (381) (298) (287) (231)

29 72 79 89 114

In days’ sales revenue 4 9 11 13 17

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.

CONSOLIDATED PROFIT AND LOSS ACCOUNT


Total Discontinued Continuing
Sligro Food Group operations operations
x € million 2017 2016 2015 2017 2016 2015 2017 2016 2015
Net sales 2,970 2,813 2,670 828 827 841 2,142 1,986 1,829

Gross margin 695 645 620 201 196 204 494 449 416

Other operating income 19 4 2 10 4 1 9 0 1

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)

Operating profit 97 87 103 6 5 14 91 82 89

Finance income and expense (5) (4) (4) (5) (4) (4)

Share in results of associates 9 8 6 9 8 6

Profit before tax 101 91 105 6 5 14 95 86 91

Corporate income taxes (20) (18) (24) (1) (1) (4) (19) (17) (20)

Profit for the year 81 73 81 5 4 10 76 69 71

Ebitda 174 156 160 30 26 34 144 130 126

Ebita 123 112 122 13 15 23 110 97 99

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.

94 Sligro Food Group 2017


Financing is entered into at group level. Since it cannot be allocated separately to the discontinued operations, the entire
related interest expense forms part of the Group’s continuing operations.

All associates are part of the continuing operations.

CONSOLIDATED BALANCE SHEET


Discontinued Discontinued
operations operations
Sligro (net capital (other Continuing
x € million Food Group employed FR) adjustments) operations
Goodwill 185 30 155
Other intangible assets 153 10 143
Property, plant and equipment 383 80 303
Investment property 20 20
Investments in associates 53 53
Other financial assets 11 2 9
Non-current assets 805 142 0 663

Inventories 252 45 207


Trade and other receivables 200 28 (1) 173
Other current assets 29 5 24
Corporate income tax 1 1
Cash and cash equivalents 60 2 58

Assets held for sale (220) (1) 221


Current assets 542 (142) 0 684

Total assets 1.347 0 0 1.347

Shareholders’ equity 651 651

Deferred liabilities and provisions 35 7 28


Bank borrowings 193 193
Non-current liabilities 228 0 7 221

Current portion of long-term borrowings 14 14


Trade and other payables 347 95 252
Corporate income tax 1 1
Other taxes and
social security contributions 24 5 19
Other liabilities, accruals and
deferred income 82 16 66

Liabilities directly related to assets


held for sale (116) (7) 123
Current liabilities 468 0 (7) 475

Total equity and liabilities 1.347 0 0 1.347

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.

■ In 2017 the Belgian government approved legislation


on reducing the rate of corporate income tax and the
Dutch government is expected to do the same in 2018.
If this is enacted and the future rate cuts are implemen-
ted as planned, this will lead to a release of deferred tax
liabilities in 2018 which will be about the same size as
the release of deferred tax liabilities in Belgium in 2017.

■ We will be working on replacing our IT landscape


for the Group in the next few years. We believe that
the running costs of such a new IT landscape will be
a little higher than the costs today, but this will not lead
to significantly different results. In the next 4 to 5 years,
we will, however, face non-recurring implementation
costs that we estimate at €60 million for the entire
project. We expect the impact on the 2018 figures
to be about €6 million.

98 Sligro Food Group 2017


DIRECTORS’ STATEMENT CORPORATE GOVERNANCE
OF RESPONSIBILITIES STATEMENT

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’).

To the extent appropriate, the directors’ report also includes informa-


tion pursuant to the Section 10 of the Take-Over Directive Decree.

99
A lot of interest at the reopening of the converted Sligro cash-and-carry in Goes.

100 Sligro Food Group 2017


REPORT OF
THE SUPERVISORY BOARD

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

102 Sligro Food Group 2017


ATTENDANCE AT MEETINGS
Supervisory Board AC R&AC
meetings meetings meetings
Mr Rijna 100% ( 8/8 ) 100% ( 1/1 ) 100% ( 2/2 )

Ms Van Leeuwen 100% ( 8/8 ) 100% ( 3/3 )

Mr Kamps 100% ( 8/8 ) 100% ( 4/4 )

Mr Karis 88% ( 7/8 ) 100% ( 2/2 )

Mr Van de Weerdhof 83% ( 5/6 )

Mr Nühn 100% ( 2/2 ) 100% ( 1/1 )

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.

Organisational structure and management


In recent years, Sligro Food Group has grown considerably,
partly through acquisitions, in both sales and staff numbers
and that demands a reassessment of the organisation-
al structure and the management model. There needs to
be more remote management, certainly since the entry in
Belgium. The Supervisory Board recognises, as does the
Executive Board itself, that the changes and realignment of
the organisational structure and the management model are
significant conditions for continuing to grow in a controlled
way and to extract revenue from additional economies
of scale. We have established that these topics are on
the Executive Board’s agenda and progress is discussed
regularly by the Supervisory Board, the Audit Committee
and the Remuneration and Appointments Committee. The
assessment of the top 50 in the Sligro Food Group is a key

103
SUPERVISORY BOARD MEETINGS

Agenda 24 January 2017 Agenda 17 July 2017

- 2016 annual figures and directors’ report - 2017 half-year figures


- Press release on the 2016 annual figures - Press release on the 2017 half-year figures
- Dividend policy and proposal - Proposed interim dividend
- Preparation of Annual General Meeting for 2016 - ISPC process update
- Organisational structure and management - HEINEKEN process update
- Tintelingen process update
AC Feedback - 24 January 2017 - Food Retail evaluation update
- 2016 auditor’s report - Deloitte - Top 50 evaluation
- 2016 financial statements - Organisational structure and management
- Dividend policy and proposal - New corporate governance code
- Press release on the 2016 annual figures
AC Feedback - 17 July 2017
R&AC Feedback - 18 January 2017 - 2017 half-year figures
- Appointment of Mr van de Weerdhof as - Proposed interim dividend
supervisory director - Auditor evaluation process
- Appointment of Mr Rijna as new chairman - 2017 audit plan Deloitte
of the Supervisory Board
- Future membership of committees Resolutions & findings
- Setting Executive Directors’ variable remuneration - Agreed to the proposed interim dividend
for 2016
- Setting Executive Directors’ variable remuneration targets
for 2017 Agenda 10 October 2017

Resolutions & findings - Figures up to and including August 2017


- Resolution to submit proposed appointment of - JAVA Foodservice management presentation
Mr van de Weerdhof as a supervisory director - HEINEKEN process update
to the Annual General Meeting - Food Retail evaluation update
- Found that the auditor had reported no material audit - IT 2020 programme
differences requiring follow up by Executive or - Internal Audit
Supervisory Boards - New corporate governance code
- Subscribed to Executive Board’s conclusions on risk
management and control systems Resolutions & findings
- Agreed to proposed dividend to be submitted to the - Appointment of Internal Audit Manager
Annual General Meeting for approval

Agenda 16 May 2017

- Quarterly figures Q1-2017


- ISPC process update
- HEINEKEN process update
- Food Retail evaluation update

Resolutions & findings


- Not applicable

104 Sligro Food Group 2017


Agenda 4 December 2017 Agenda 23 January 2018 First meeting 2018

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

- CSR for 2017

- 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

R&AC Feedback - 13 November 2017


- Executive Board evaluation
- Supervisory Board self-evaluation
- Reassessment of supervisory directors’ remuneration

Resolutions & findings


- Deloitte’s engagement to be continued on the basis
of the evaluation
- Implemented changes to the regulations of the Executive
and Supervisory Boards, AC and R&AC with respect
to the new corporate governance code
- Resolution to submit proposed remuneration of
supervisory directors to the Annual General Meeting
- 2018 budget adopted

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

106 Sligro Food Group 2017


Sligro Food Group regards the recruitment and selection of Its main points are that:
members of the Executive Board and supervisory directors ■ the remuneration policy is drawn up by the Supervisory
as important matters and so, in addition to its own network, Board and adopted by the general meeting of share-
engages specialist consultants. The attention of the Execu- holders;
tive Board, the Supervisory Board and the Remuneration ■ the policy must make it possible to attract qualified
and Appointments Committee for the recruitment and people as members of the Executive Board;
selection procedures and professional external assistance ■ the remuneration policy is performance-related,
are the main factors in selecting the best candidate and the but must also be reasonably in line with that applying
distribution of seats between men and women more closely to other managers.
in line with the statutory target.
The remuneration package consists of:
Relationship with the auditor ■ a fixed annual salary;
The Supervisory Board is responsible for engaging and ■ a short-term bonus plan;
supervising the performance of the auditor. The Supervisory ■ a long-term bonus plan, which has to be converted
Board’s audit committee along with the company’s Execu- into shares;
tive Board assessed the performance of the auditor during ■ a long-term share-option plan, which also has to be
2017. converted into shares;
■ defined-contribution pension scheme;
The audit committee discussed the 2017 audit plan, which ■ various other fringe benefits.
includes the materiality and scope of the audit and the
principal risks in the annual reporting, with the auditor. It Once every three years, the remuneration package is
also discussed the findings and results of the audit and the benchmarked against a reference group of some twenty
management letter. companies. Both the short-term and long-term bonus plans
pay-out amounts equal to 30% of fixed salary if targets are
In connection with the audit and the independence of the met. Half of the targets for 2017 were achieving the fore-
auditor, the Supervisory Board was notified of a situation cast profit. The other half was allocated equally to achieving
which was in conflict with the independence rules. A foreign 1. the Business Case level for EMTÉ 3.0; 2. Rolling out the
participating interest acquired in 2017 received services Sligro 3.0 ordering platform to at least 75% of the delivery
from a foreign legal advisor associated with Deloitte and customers; 3. Designing and starting up the IT 2020 plan;
these services continued after the acquisition. They were 4. Developing various new omni-channel business cases.
no longer permitted after acquisition date. Deloitte and the
company undertook various mitigating actions, including The ratio of total bonus to fixed salary represents an appro-
the immediate end of the services and the appointment of priate level of incentive. The remuneration policy is based on
another auditor, independent of the Deloitte network, for the principle that the variable component of an individual’s
the company. salary should not be disproportionate to the fixed compo-
nent or the total remuneration. As bonuses under the long-
Given the specific nature and scope of the work and the term bonus plan and the option plan have to be taken in
fact that the services did not affect the company’s finan- shares that are subject to transfer restrictions, the variable
cial statements, it was concluded that the auditor’s objec- element of the remuneration package also focuses on the
tivity, integrity, impartiality and professional critical attitude creation of long-term value.
were not in doubt. The Supervisory Board was notified of
the facts and circumstances and concurred with the conclu- In 2017 the variable remuneration was 78% (2016: 50%) of
sion and the continuation of the audit engagement. the ‘at target’ level. The reason the ‘at target’ level was not
reached was that the profit did not reach the target and the
Executive Board business case assumptions for EMTÉ 3.0 were not met. The
conditions of employment rollout of the new online ordering platform is on schedule,
The policy on Executive Board remuneration is published the IT 2020 plan has been developed and is ready for imple-
on the company’s website. There were no changes in this mentation, and several business cases have been developed
policy during the year. The Executive Board’s remuneration that, combined with online applications and innovations in the
is set out each year in the financial statements. Supply Chain, will lead to new initiatives in the next few years.

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.

We invite you to:


■ adopt the 2017 financial statements;
■ adopt the proposed profit distribution;
■ ratify the Executive Board’s conduct of the company’s
affairs;
■ ratify the supervision exercised by our Board.

108 Sligro Food Group 2017


Growth in the Dutch Foodservice market comes predominantly from delivery. Sligro Food Group also generated
the greatest improvements in sales from this channel.

109
From left to right B.E. Karis, M.E.B. van Leeuwen, J.H. Kamps, F. Rijna, G. van de Weerdhof.

110 Sligro Food Group 2017


SUPERVISORY BOARD

F. Rijna, chairman (62)


Supervisory Director, Dutch nationality (m).
Appointed in 2016 for a term of office of four years
and eligible for reappointment thereafter.
Chairman of the Supervisory Board of Holland Opera
and Supervisory Director of CRV Holding B.V.

J.H. Kamps (58)


Supervisory Director, Dutch nationality (m).
Appointed in 2015 for a term of office of four years
and eligible for reappointment thereafter.
Member of the Board of Management and CFO
of Koninklijke Boskalis Westminster N.V.

B.E. Karis (59)


Supervisory Director, Dutch nationality (m).
Appointed in 2012 and reappointed in 2016
for a second and final term of office of four years.

M.E.B. van Leeuwen (56)


Supervisory Director, Dutch nationality (f).
Appointed in 2016 for a term of office of four years
and eligible for reappointment thereafter.
Chair of the Supervisory Board of AEB Amsterdam,
Supervisory Director of Sonepar Nederland and
chair of AVV Zeeburgia.

G. van de Weerdhof (51)


Supervisory Director, Dutch nationality (m).
Appointed in 2017 for a term of office of four years
and eligible for reappointment thereafter.
Supervisory Director of Wereldhave N.V., Ctac NV (chairman),
Pokon Investments (chairman), Supervisor at Hypo Groep B.V.,
Member of the Board of Mercy Ship Holland B.V.

The composition of the Supervisory Board


is consistent with the profile.

All the members of the Supervisory Board


are independent in accordance with
the best-practice provisions 2.1.7 to 2.1.9
of the Dutch Corporate Governance Code.

111
Financial Statements 2017
Sligro Food Group
CONSOLIDATED
PROFIT AND LOSS ACCOUNT
for 2017

x € million Note 2017 20161) 20151)


CONTINUING OPERATIONS
Net sales 2, 3 2,142 1,986 1,829
Cost of sales (1,648) (1,537) (1,413)
Gross margin 494 449 416

Other operating income 4 9 0 1

Staff costs 5 (215) (190) (169)


Premises costs (34) (32) (30)
Selling costs (14) (14) (12)
Logistics costs (76) (69) (65)
General and administrative expenses (20) (16) (15)
Impairments (0) (0) (0)
Depreciation of property, plant and equipment 13 (34) (31) (27)
Amortisation of intangible assets 12 (19) (15) (10)
Total operating expenses (412) (367) (328)

Operating profit 2 91 82 89

Finance income and expense 8 (5) (4) (4)


Share in results of associates 15 9 8 6
Profit before tax 95 86 91

Income taxes 9 (19) (17) (20)


Profit from continuing operations 76 69 71

DISCONTINUED OPERATIONS
Profit from discontinued operations, after tax 10 5 4 10
Profit for the year 81 73 81

Attributable to shareholders of the company 81 73 81

Figures per share € € €


Basic earnings per share 22 1.83 1.67 1.84
Diluted earnings per share 22 1.83 1.67 1.84

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

Proposed dividend 21 1.40 1.30 1.20

1) The comparative figures have been restated to reflect the recognition of discontinued operations.
For further details, see note B on page 120.

114 Sligro Food Group 2017


CONSOLIDATED STATEMENT OF
RECOGNISED INCOME AND EXPENSE
for 2017

x € million 2017 20161) 20151)


Profit for the year 81 73 81
Items recognised or which may be recognised in the profit and loss
account:

Effective part of movements in the fair value of cash flow hedge


of long-term loans, net of tax 1 0 2
1 0 2
Income and expense recognised directly in shareholders’ equity 1 0 2

Recognised income and expense for the year 82 73 83

Attributable to shareholders of the company 82 73 83

Recognised income and expense attributable to:


Continuing operations 77 69 73
Discontinued operations 5 4 10

Recognised income and expense for the year


82 73 83

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

x € million Note 20171) 20161) 20151)2)


Receipts from customers 3,275 3,102 2,953
Other operating income 3 2 2
3,278 3,104 2,955

Payments to suppliers (2,702) (2,557) (2,439)


Payments to employees (182) (169) (157)
Payments to the government (199) (197) (196)

(3,083) (2,923) (2,792)

Net cash generated from operations 32 195 181 163


Interest received and paid (5) (4) (4)
Dividend received from associates 15 7 5 3
Corporate income tax paid (25) (29) (22)
Net cash flow from operating activities 172 153 140

Acquisitions/investments 1 (127) (49) (11)


Operations disposed of 11
Capital expenditure on property, plant and equipment/
investment property/assets held for sale 13 (74) (74) (51)
Receipts from disposal of property, plant and equipment/
investment property/assets held for sale 14 6 0
Capital expenditure on intangible assets 12 (13) (12) (11)
Investments in/loans to associates 15 (1) (1) (0)
Repayments by associates 15 0 0 0
Net cash flow from investing activities (190) (130) (73)

Proceeds from long-term borrowings 24 110 30


Repayment of long-term borrowings (67) (1)
Change in own shares 2 1 1
Dividend paid (59) (55) (48)
Net cash flow from financing activities (14) (25) (47)

Movement in cash, cash equivalents and short-term


bank borrowings (32) (2) 20
Opening balance 92 94 74

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.

116 Sligro Food Group 2017


CONSOLIDATED
BALANCE SHEET
as at 30 December 2017 before profit appropriation

x € million Note 30-12-2017 31-12-20161) 02-01-20162)

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

Inventories 16 207 245 220


Trade and other receivables 17 173 179 144
Other current assets 18 24 24 9
Corporate income tax 9 1 2
Cash and cash equivalents 19 58 92 94
463 542 467
Assets held for sale 20 221 3 4
Total current assets 684 545 471

Total assets 1,347 1,215 1,071

EQUITY AND LIABILITIES


Paid-up and called capital 3 3 3
Reserves 648 624 603
Total shareholders’ equity attributable to
shareholders of the company 21 651 627 606

Deferred tax liabilities 9 25 28 25


Employee benefits 5 3 5 4
Other provisions 23 0 0 0
Bank borrowings 24 193 103 138
Total non-current liabilities 221 136 167

Current portion of long-term borrowings 24 14 71


Bank borrowings 24 0 0 0
Trade and other payables 33, 34 252 294 207
Corporate income tax 9 1 0 6
Other taxes and social security contributions 25 19 24 26
Other liabilities, accruals and deferred income 26 66 63 59
352 452 298
Liabilities directly related to
assets held for sale 20 123
Total current liabilities 475 452 298

Total equity and liabilities 1,347 1,215 1,071

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

Paid-up Reva- Treasury


and called Share Other luation Hedging shares
x € million capital premium reserves reserve reserve reserve Total

Balance as at 2 January 2016 3 31 585 4 (4) (13) 606

Transactions with owners


Share-based payments 2 2
Dividend paid (55) (55)
Change in own shares 1 1

0 0 (53) 0 0 1 (52)

Total realised and unrealised results


Profit for the year 73 73
Investment property (0) 0
Cash flow hedge 0 0

0 0 73 0 0 0 73

Balance as at 31 December 2016 3 31 605 4 (4) (12) 627

Transactions with owners


Share-based payments 1 1
Dividend paid (59) (59)
Change in own shares 0 0

0 0 (58) 0 0 0 (58)

Total realised and unrealised results


Profit for the year 81 81
Investment property (0) 0
Cash flow hedge 1 1

0 0 81 0 1 0 82

Balance as at 30 December 2017 3 31 628 4 (3) (12) 651

118 Sligro Food Group 2017


NOTES
to the consolidated financial statements

Accounting policies Page

A. General 120

B. Changes in presentation 120

C. Compliance with IFRS 120

D. Accounting policies used in the preparation of

the consolidated financial statements 120

E. New standards and interpretations 121

F. Specific choices under IFRS 122

G. Accounting policies of a more critical nature 122

H. Other accounting policies 124

I. Basis of consolidation 126

J. Segment information 127

K. Earnings per share 127

L. Discontinued operations 127

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

120 Sligro Food Group 2017


the carrying amount is higher than the recoverable amount. on the accounting systems. With respect to step 5, recogni-
The accounting policies set forth below have been consis- tion of the revenue, the financial impact is expected to be
tently applied relative to 2016. approximately €19 million. The gross margin in absolute
terms remains the same, but sales revenue will be down by
E. New standards and interpretations €19 million. IFRS 15 also stipulates supplementary disclo-
sures. The Group expects the necessary data to be straight-
The Group has elected not to apply the new standards IFRS forwardly available.
9 Financial Instruments, IFRS 15 Revenue from Contracts
with Customers and IFRS 16 Leases ahead of time. IFRS 9 The Group plans to implement IFRS 15 using the cumula-
and IFRS 15 are not expected to have any significant impact tive effect method, recognising the effect of applying the
on the Group’s consolidated financial statements. IFRS 16 standard for the first time on 1 January 2018. As a conse-
does, however, have a significant impact on the Group’s quence, the Group will not be applying the requirements of
consolidated financial statements. IFRS 15 to the figures included for comparison purposes in
the consolidated financial statements for 2018.
E.1 IFRS 9 FINANCIAL INSTRUMENTS
IFRS 9 is effective as from 1 January 2018 and replaces the E.3 IFRS 16 LEASES
existing standard as contained in IAS 39 Financial Instru- This new standard will become effective for the Group as
ments. IFRS 9 contains revised provisions relating to the from 1 January 2019 and creates a model for determining
classification and measurement of financial instruments, lease liabilities and the method by which they should be
including a new model for expectations of credit losses in presented in the financial reporting. The standard creates a
relation to impairment of financial assets and the new lease accounting model requiring a lessee to recognise
general requirements for hedge accounting. Otherwise, assets and liabilities for all leases except where the term of
IFRS 9 takes over the provisions relating to recognition of the lease is less than 12 months. The Group does not intend
financial instruments from IAS 39. The main change for the to apply this standard early. As mentioned in the notes to
Group (though not significant) concerns the method of the 2016 financial statements, on pages 84 and 85, the
calculating the provision for bad debts. This is to be done on Group has completed an initial assessment of the possible
the basis of the expected credit losses instead of actual impact on its consolidated financial statements. On the
credit losses incurred. The changes in accounting policies basis of this initial assessment, it is estimated that the
resulting from the application of IFRS 9 will generally be impact of IFRS 16 will be significant, particularly as a conse-
applied by the Group retrospectively, utilising the exemp- quence of the effect that the Group will have to recognise
tion permitting comparative information relating to preced- new assets and liabilities relating to its operating leases.
ing periods not to be restated. Any changes in the carrying Our understanding of the impact this year is not materially
amounts of financial assets and liabilities resulting from the different from that presented in the 2016 report. In addition,
application of IFRS 9 will be recognised in equity as at 1 the nature of the expenses to be recognised will change.
January 2018 Instead of the recognition of expenses under operating
leases on a straight-line basis, IFRS 16 requires the recogni-
E.2 IFRS 15 REVENUE FROM CONTRACTS tion of depreciation of the right-of-use assets along with
WITH CUSTOMERS interest on the lease liabilities. Management does not
This new standard is effective as from 1 January 2018 and expect the application of IFRS 16 to affect the Group’s abili-
creates a model for determining whether revenue is to be ty to satisfy the bank covenants.
recognised as well as the amounts and timing of revenue.
The standard replaces the existing provisions for the recog- The actual impact of the application of IFRS 16 on the finan-
nition of revenue (IAS 18 Revenue). cial statements in the period in which the standard is first
applied will depend on the future economic circumstances,
The Group has carried out an impact analysis of the five- the composition of the lease portfolio and the extent to
step model contained in IFRS 15. This has shown that the which management opts to apply practical solutions and
steps of identifying customer contracts, identifying the take advantage of recognition exemptions. No decisions
performance obligations in a contract, determining the have yet been made.
transaction price and allocating the transaction price to
those obligations are expected to have only a limited impact

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

PROPERTY, PLANT AND EQUIPMENT


IFRS allows the option of measuring property, plant and
equipment (or individual assets) at either cost less deprecia-
tion or fair value. Sligro Food Group opted for cost-based
treatment since this involves a more straightforward calcula-
tion in our specific business.

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-

122 Sligro Food Group 2017


G2 COST OF SALES over the estimated useful life of the assets concerned. For
This is made up of the cost of purchasing the goods supplied. the supermarket stores, the useful life has been estimated
Bonuses, promotional payments and payment discounts at ten years. For the customer bases in Foodservice, the
received from suppliers are deducted from the purchase useful life has also been estimated and currently ranges
cost. Sligro Food Group N.V. receives various types of between 5 and 20 years. Where applicable, brand names
compensation from suppliers, which can be divided into two are recognised and the carrying amounts amortised over
main types: the expected useful life, again currently ranging between 5
i Temporary price reductions, usually relating to special and 20 years. Where long-term customer accounts stem
offers to customers with the aim of increasing direct from specific sign-up fees with customers, the life of the
sales volumes. In most cases, the supplier actually asset is the same as the period of the contract. Impairment
charges the lower purchase price for the agreed period tests are performed when there are indications that they
but sometimes the normal price is charged, and the are required. The cost of internally generated goodwill and
discount is invoiced separately by the Group, based on brand names is expensed. Software developed by third
the quantities sold. The benefit of temporarily lower parties is capitalised at cost, provided its technical feasibility
purchase prices is reflected directly in the cost of sales has been demonstrated. External costs for internally
and therefore at least partially offsets the lower selling developed software, provided it satisfies a number of
prices charged to customers. criteria including technical feasibility, are similarly
ii Bonuses, usually based on annual agreements. Some- capitalised. Maintenance contracts and licensing
times the bonus is a fixed or graduated percentage of the agreements relating to existing software are capitalised and
purchase value of total purchases (or an increase therein). amortised over the term of the contract. Capitalised
Usually, advance payments on the bonus are received. software is amortised on a straight-line basis over the
As well as bonuses, the annual agreements frequently estimated useful life.
contain arrangements on promotional payments, usually
subject to various forms of commercial collaboration. G4 PROPERTY, PLANT AND EQUIPMENT
Promotional payments may be either absolute amounts Items of property, plant and equipment are carried at cost
or fixed or graduated percentages of the purchase value. less straight-line depreciation based on the estimated
Where receipt of a bonus can be expected with reason- useful life of the assets concerned. Cost includes directly
able certainty, it is reflected in the carrying amount of attributable finance costs where the effect is material as
inventories. Promotional payments are not deducted regards amount or term to maturity. Where assets are
from inventories because they are intended to cover the made up of parts with different useful lives, each part is
selling costs. treated as a separate item (component approach). The
maximum depreciation period for alterations to rented
G3 GOODWILL AND OTHER INTANGIBLE premises is the remaining term of the lease. Where neces-
ASSETS sary, impairment losses are recognised. As a result of
All acquisitions are accounted for using the purchase method. improved records of the work of our buildings department,
With effect from 2010, goodwill is recognised in respect of we have been able to allocate the costs of construction and
the difference between the fair value of the purchase price production to individual projects since 2016. These costs
payable and the initially recognised amount (generally the fair are capitalised and depreciated in property, plant and
value) of the identifiable assets and liabilities acquired. equipment as part of the buildings/alterations category.

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

124 Sligro Food Group 2017


iii Other long-term employee benefits H8 INCOME TAXES
The Group’s net obligation in respect of long-service The tax charge shown in the profit and loss account comprises
benefits is the amount of the future benefits attributable the corporate income tax payable for the year together with
to employee service in the reporting period and prior any movements in deferred tax except where such liabilities
periods. The obligation is measured using the projected relate to items that are accounted for directly in equity. The
unit credit method and calculated at present value. corporate income tax payable for the year is the expected
amount of tax payable on the taxable profit, taking account of
iv Option rights any adjustments in respect of the tax liability in preceding
The share option plan in force until 2014 gave a broad years. The tax burden is affected by tax facilities and costs
group of employees the option of acquiring Sligro Food which are not deductible or only partially deductible for tax
Group N.V shares. The fair value of the share options is purposes.
accounted for as staff costs, with a corresponding
addition to shareholders’ equity and liabilities. Since The provision for deferred tax liabilities results from temporary
the options are granted unconditionally, the fair value of differences between accounting policies used for tax purpos-
the options is expensed in the year in which the options es and for reporting purposes. No provisions have been
are granted. The options are payable half in shares and formed in respect of goodwill that is not tax-deductible and in
the other half in either shares or cash. The first 50% is respect of investments in associates qualifying for the
therefore treated as being ‘equity settled’, with the substantial-holding exemption. The amount of the provision is
cost expensed and a corresponding addition to share- calculated at the tax rate applicable on the balance sheet date
holders’ equity, with no further adjustments. The or the rate (substantively) enacted at the balance sheet date.
second 50% is treated as being ‘cash settled’, with the
cost expensed and a corresponding increase in the H9 INVESTMENT PROPERTY
liabilities, this latter item being adjusted each year Investment property is carried at fair value, which is based
through profit or loss, depending on the movements in on the market value, as derived from a capitalisation factor
the fair value of the position. applied to the rental income, and also depending on the
A change was made to the share option plan with effect expected long-term continuity as supermarket premises.
from 2015, award of the options (Groen Bloed Certificat- The capitalisation factor applied is generally between 10.5
en ‘Green Blood Depositary Receipts’) becoming condi- and 13 times the rental income but, in the case of some
tional on continued service from 2015 onwards. The fair less viable premises, a lower valuation may be applied. The
value of the options is amortised on a straight-line basis internally determined capitalisation factor is regularly
over the period for which the option rights are valid. Prof- reviewed by reference to external market data, such as
it-sharing granted with effect from 2015 is payable external appraisals. As already disclosed in H3 rental
entirely in shares. These shares are then frozen for one income and any fair value gains and losses are included in
year for staff and for four years in the case of manage- other operating income.
ment. These options are treated as ‘equity settled’ in
their entirety.

H6 FINANCE INCOME AND EXPENSE


These items are interest and similar costs payable to third
parties and interest receivable from customers in respect of
loans granted and/or deferred payments. The calculation is
made using the effective interest method.

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.

126 Sligro Food Group 2017


Food Retail K. Earnings per share
– Sligro Food Group Nederland B.V., Veghel.
• EMTÉ Holding B.V., Veghel. The Group reports both basic and diluted earnings per share
• EMTÉ Franchise B.V., Veghel. (EPS). The net result per ordinary share is calculated on the
• EMTÉ Supermarkten B.V., Veghel. basis of the profit attributable to the shareholders of the
- EMTÉ Vleescentrale B.V., Veghel. Group divided by the weighted average number of ordinary
• EMTÉ Vastgoed B.V., Veghel. shares in issue during the year. In calculating the diluted
earnings per share, the profit attributable to the shareholders
The effectiveness of the Group’s legal structure is appraised of the Group and the weighted average number of ordinary
each year with a view to simplification where appropriate. shares in issue during the year are adjusted for the potential
dilutive effect on the number of ordinary shares of share
Associates are those entities in which the Group has significant options awarded to staff.
influence, but not control, over the financial and operating
policies. The consolidated financial statements include the share L. Discontinued operations
in the results of associates measured using the equity method.
Subsidiaries and associates are included in the consolidation The discontinued operations constitute a component of the
from the date on which control or significant influence is Group’s enterprise, the activities and cash flows of which are
obtained to the date on which it ceases. clearly distinguishable from the rest of the Group and which:
– represent a separate significant activity or geographical
Intercompany items and any unrealised gains and losses on area of operation;
such transactions are eliminated in the preparation of the consol- – form part of a coordinated plan to dispose of a separate
idated financial statements. significant activity or geographical area; or
– is a subsidiary acquired exclusively with the intention of
J. Segment information being sold on.
Classification as discontinued operations occurs on the date of
In the past, Sligro Food Group reported its results according to disposal or, if earlier, on the date on which the activity
the main segments of Foodservice and Food Retail. This concerned satisfies the criteria for classification as held for sale.
segmentation matched that of internal management informa-
tion precisely.

As a consequence of classifying Food Retail as discontinued


operations, the segment information analysis is no longer
included in the financial statements.

127
128 Sligro Food Group 2017
NOTES
to the consolidated financial statements

Notes Page

1. Acquisitions, investments and disposals 130


2. Segment information 132
3. Net sales 132
4. Other operating income 132
5. Employee-related items 132
a. Staff costs 132
b. Employee benefits provision 133
c. Pensions and pension funds 133
d. Long-service benefits 133
e. Share-based payments (share option scheme) 134
6. Remuneration of Executive Board and Supervisory Board 135
7. Audit fees 136
8. Finance income and expense 137
9. Income tax 137
10. Profit from discontinued operations, after tax 140
11. Cash flows from discontinued operations 140
12. Goodwill and other intangible assets 141
13. Property, plant and equipment 143
14. Investment property 144
15. Investments in associates and other financial assets 145
16. Inventories 146
17. Trade and other receivables 146
18. Other current assets 147
19. Cash and cash equivalents 147
20. Assets held for sale and liabilities directly related to assets held for sale 147
21. Shareholders’ equity 150
22. Earnings per share 151
23. Other provisions 151
24. Long-term and short-term borrowings 152
25. Other taxes and social security contributions 153
26. Other liabilities, accruals and deferred income 153
27. Risk management 154
28. Operating lease and rental obligations 157
29. Investment obligations 158
30. Contingent liabilities 158
31. Management estimates and assessments 158
32. Cash flow statement 159
33. Related-party disclosures 160
34. Supply Chain Finance 160

129
1. Acquisitions, investments and disposals

Three acquisitions were made in 2017.

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.

130 Sligro Food Group 2017


An analysis of the acquired assets and equity and liabilities is as follows:

x € million ISPC Tintelingen HEINEKEN1) Total 2017 Total 2016


Goodwill 24 16 40 19
Other intangible assets 16 3 70 89 20
Property, plant and equipment 4 0 0 4 16
Inventories 6 1 8 15 7
Trade and other receivables 9 0 9 23
Cash and cash equivalents 0 1 1 2
Current liabilities (11) (11)
Non-current liabilities (1) (1) (1)
Deferred tax liabilities (5) (1) (6) (8)
Employee benefits (2) (2) (2)
Trade and other payables (10) (1) (0) (11) (25)
Total identifiable net assets 30 3 94 127 51
Less: net debt / cash 12 (1) 11 (2)

Debt-free purchase price 42 2 94 138 49

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.

The analysis of revenue by activity is as follows

x € million 2017 2016


Goods supplied 2,119 1,966
Services rendered 23 20
2,142 1,986

4. Other operating income

x € million 2017 2016


Rental income 0 0
Book profit (loss) on sale of property, plant and equipment and other incidental gains and losses 9 0

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

5.A. STAFF COSTS


Staff costs are made up as follows

x € million Note 2017 2016


Salaries 144 132
Social security contributions 23 23
Net benefit expense on defined-benefit plans 5.c 10 10
Share-based payments 5.e 0 0
Contract/temporary staff 18 11
Other staff costs 20 14

215 190

132 Sligro Food Group 2017


5.B. EMPLOYEE BENEFITS PROVISION
This provision can be analysed as follows:

x € million Note 2017 2016


Post-employment benefits 5c 0 0
Long-service benefits 5d 3 5

3 5

5.C. PENSIONS AND PENSION FUNDS


Within the Group in the Netherlands there are basically two pension schemes, connected with the two principal collective labour
agreements covering the Group’s activities.

Large Food Retail Chain Association CLA


The staff of EMTÉ Supermarkten come under this CLA. The pension scheme is administered by the Food Industry Pension Fund.
It is an indexed average pay scheme, with indexation conditional on satisfactory funding. This arrangement is classed as a defined-
contribution plan because the Group is only under obligation to pay the agreed level of contributions and does not bear any additional
actuarial or other risks in respect of the accrued length of service. The industry pension fund has a reserve deficit. EMTÉ Supermark-
ten does not have any obligation beyond the payment of contributions. The level of contributions is linked to the pension base and is
calculated in the same manner for all companies affiliated to the Pension Fund.

Other CLAs/industry-wide pension funds


A small proportion of the Group’s employees is covered by other industry pension funds. The schemes are conditional indexed
average pay schemes, and the related pension funds also have reserve deficits. These arrangements, too, are classed as a
defined-contribution plans because the Group is only under obligation to pay the agreed level of contributions and does not bear
any additional actuarial or other risks in respect of the accrued length of service.

Food Wholesale Sector CLA


The other staff within the Group come under this CLA. The pension scheme for these employees is administered by Stichting
Pensioenfonds Sligro Food Group. This pension scheme is classed as a defined contribution plan, with the level of contributions
fixed for five years. The Group does not have any obligation beyond the payment of the agreed level of contributions.

5.D. LONG-SERVICE BENEFITS

x € million 2017 2016


Opening balance 5 4
Benefits (0) (0)
Charge for the year 0 1
Actuarial result (also expensed) for the year (0) 0
Transferred to liabilities directly associated with assets held for sale (2)

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.

Movements in the number of options in issue were as follows:

2017 2016
Opening balance 1,218,272 842,885
Exercised (122,000) (137,200)
Awarded 434,488 512,587

Closing balance 1,530,760 1,218,272

The exercise price for the options exercised in 2017 was €24.65. The actual share price at the time of exercise was €35.30.

The analysis of the share options in issue as at year-end 2017 is as follows:

Maturity Exercise price Number


21 March 2014 1 April 2018 28.63 163,800
20 March 2015 1 April 2019 38.41 419,885
29 March 2016 1 April 2020 34.35 512,587
24 March 2017 1 April 2021 34.65 434,488

For disclosures relating to the number of options awarded to the individual members of the Executive Board, reference is made to
note 6.

134 Sligro Food Group 2017


The gross costs connected with this scheme have been calculated by independent experts, using the Black & Scholes Model and,
for the award made in March 2017, amount to €0.7 million (2016: €0.9) over the entire vesting period of 4 years. The net allocation for
2017 amounts to €0.7 million (2016: €0.5).

The calculations are based on the following assumptions:


• Risk-free interest rate: 0.05% (2016: -0.02%).
• Volatility: 14.6%, based on a 4-year historical average (2016: 15.3%).
• Dividend yield: 3.2% (2016: 3.2%).
• Vesting period: 4 years (2016: no change).

6. Remuneration of Executive Board and Supervisory Board

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:

K.M. Slippens R.W.A.J. van der Sluijs W.J.P Strijbosch Total

x € 1,000 2017 2016 2017 2016 2017 2016 2017 2016


Fixed salary 476 469 410 332 414 408 1,300 1,209
Short-term bonus 111 70 96 50 97 61 304 181
Long-term bonus 111 70 96 50 97 61 304 181
Pension contribution and
compensation 105 107 72 57 87 93 264 257
Value of options 11 14 11 14 11 14 33 42
Statutory social security
contributions 10 9 10 9 10 9 30 27

Total 824 739 695 512 716 646 2,235 1,897

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.

Movements in share and option ownership were as follows:

Shares K.M. Slippens R.W.A.J. van der Sluijs W.J.P Strijbosch

Opening balance 100,230 4,328 11,064


Purchase 2,532 2,293 1,727
Sale

Closing balance 102,762 6,621 12,791

Options
Opening balance 33,900 24,700 33,900
Exercised (8,000) (4,000) (8,000)
Awarded 5,800 5,800 5,800

Closing balance 31,700 26,500 31,700

The actual share price at the time of exercise in 2017 was €35.30.

The number of options in issue as at year-end can be analysed as follows:

Options Exercise price K.M. Slippens R.W.A.J. van der Sluijs W.J.P Strijbosch

maturing on 1 April 2018 28.63 10,400 5,200 10,400


maturing on 1 April 2019 38.41 7,700 7,700 7,700
maturing on 1 April 2020 34.35 7,800 7,800 7,800
maturing on 1 April 2021 34.65 5,800 5,800 5,800

Closing balance 31,700 26,500 31,700

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.

136 Sligro Food Group 2017


8. Finance income and expense

x € million 2017 2016

Finance income from loans granted to customers and late payment credit charges received
from customers, plus interest on tax paid in advance 0 0

Finance expense for finance-related obligations (5) (4)


(5) (4)

9. Income taxes

9.A.1. TAX (CORPORATE INCOME TAX)


We believe that paying our way in society in the form of taxes according to the agreed rules (and enacted requirements) is
important and part of doing business fairly. We take advantage of tax facilities and allowances but without attempting to test
the limits, nor do we take advantage of tax avoidance schemes involving tax havens in order to minimise our tax bill. Now that
we are also active in Belgium, it is necessary for us to divide the taxable profit between the two countries. This is done on the
basis of aligning the allocation of the operating results (and the tax liability in respect thereof) with the responsibilities and the
relevant functions in each of the countries.

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

x € million 2017 2016


Tax for the year 23 20
Prior-year adjustments 0 (0)
Tax liability for the year 23 20
Taxes accounted for directly in recognised income:
Movement in cash flow hedge of long-term loan (0) (0)
(0) (0)

Movement and release in deferred tax liabilities (4) (3)

Tax charge relating to continuing operations 19 17

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).

The tax charge per share can be presented as follows:

x€1 2017 2016


Tax charge per share on continuing operations 0.44 0.37
Tax charge per share on discontinued operations 0.03 0.03

9.A.2. EFFECTIVE TAX BURDEN


The effective tax burden can be analysed as follows:

x € million 2017 2016


Profit before tax 95 86

Tax burden at the standard rate (Netherlands 25.0%, Belgium 34.0%) 24 22


Prior-year adjustments (0) (0)
Energy and other capital expenditure allowances (1) (1)
Released from deferred tax liabilities (3)
Innovation allowances (3)
Other, including tax facilities, non-deductible expenses
and tax-free results of associates (1) (1)

Effective tax burden 20.0% (2016: 19.0%) 19 17

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.

138 Sligro Food Group 2017


At year-end 2017, an amendment to the law was passed in Belgium lowering the standard rate of corporate income tax from 34%
to 25% in stages. This resulted in a one-off release of €3 million from the deferred tax liabilities which has been accounted for in
the 2017 figures.

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.

9.B. CURRENT TAX ASSETS AND LIABILITIES


The following current tax items were included as at year end:

x € million 2017 2016


Assets 1 2

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.

9.C. DEFERRED TAX LIABILITIES


These can be analysed as follows:

x € million 2017 2016


Intangible assets 11 10
Property, plant and equipment 14 18
Inventories 1 1
Other (1) (1)

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:

x € million 2017 2016


Opening balance 28 25
Acquisitions 6 7
Released to income (3)
Movements during the year (1) (3)
Movements in previous years (0) (1)
Transferred to liabilities directly related to assets held for sale (5)

Closing balance 25 28

There are no deferred tax liabilities or assets that have not been recognised in the balance sheet.

10. Profit from discontinued operations, after tax

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:

x € million 2017 2016


Net sales 828 827
Other operating income 10 4
Expenses (832) (826)
Profit before tax 6 5
Income taxes (1) (1)

Profit from discontinued operations, after tax


5 4

Figures per share € €


Basic earnings per share from discontinued operations 0.10 0.09
Diluted earnings per share from discontinued operations 0.10 0.09

11. Cash flows from discontinued operations

x € million 2017 2016


Net cash flow from operating activities 19 51
Net cash flow from investing activities (10) (25)
Net cash flow from financing activities

Net cash flow 9 26

140 Sligro Food Group 2017


12. Goodwill and other intangible assets

Movements in this item were as follows:

x € million Goodwill Other intangible assets


Store locations,
customer bases
and other assets Software Total
At cost 130 144 33 177
Accumulated amortisation (4) (85) (25) (110)
Balance as at 2 January 2016 126 59 8 67

Reclassification 1 1
Capital expenditure 5 8 13
Disposals
Acquisitions 19 20 0 20
Amortisation (17) (8) (25)
Total movements 19 8 1 9

At cost 149 170 40 210


Accumulated amortisation (4) (103) (31) (134)
Balance as at 31 December 2016 145 67 9 76

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

At cost 155 182 50 232


Accumulated amortisation (49) (40) (89)
Balance as at 30 December 2017 155 133 10 143

ALLOCATION OF GOODWILL TO CASH-GENERATING UNITS


Goodwill is allocated to cash-generating units as follows:

x € million 2017 2016


Food Retail 30
Foodservice 155 115

155 145

141
The store locations, customer bases and other assets can be analysed as follows:

x € million 2017 2016


Intangible assets relating to acquisitions
Customer bases 116 40
Store locations 2 13
Brand names 7 2
125 55
Intangible assets not related to acquisitions
Signing fees 8 10
Loans 0 2
8 12

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.

DISCOUNT RATE 9% (2016: 9%)


The discount rate before tax used for the Foodservice and
Food Retail activities has been derived from the weighted
average cost of capital (WACC) as used by financial
analysts, adjusted to reflect a normalised capital structure.

142 Sligro Food Group 2017


13. Property, plant and equipment

Movements in this item were as follows:

Land and Plant and Assets under


x € million buildings equipment Other assets construction 1) Total

At cost 436 79 264 5 784


Accumulated depreciation (174) (61) (234) (469)
Balance as at 2 January 2016 262 18 30 5 315

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

At cost 466 85 291 10 852


Accumulated depreciation (184) (62) (245) (491)
Balance as at 31 December 2016 282 23 46 10 361

Capital expenditure 31 11 33 (2) 73


Disposals (5) (0) (1) (6)
Acquisitions 2 1 1 0 4
Transfer2) 2 2
Depreciation (19) (7) (23) (49)
Impairments (2) (0) (0) (2)
Transferred to assets held for sale (53) (10) (16) (1) (80)
Total movements (44) (5) (6) (3) (58)

At cost 382 60 184 7 633


Accumulated depreciation (144) (42) (144) (330)
Balance as at 30 December 2017 238 18 40 7 303

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).

ASSETS UNDER CONSTRUCTION


The Group is constantly acquiring, expanding and upgrading stores and distribution centres. On completion of a project, assets
under construction are transferred to the relevant category of property, plant and equipment.

143
WHOLESALE OUTLETS, RETAIL STORES AND DISTRIBUTION CENTRES
Land and buildings can be analysed as follows:

x € million 2017 2016


Land 68 77
Supermarket store premises 21
Buildings 129 122
Subtotal of properties and land owned 197 220

Land occupied by leased premises 3 3


Leasehold improvements 38 59

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.

Company-owned premises can be analysed as follows:

Number x 1.000 m2 x € million


2017 2016 2017 2016 2017 2016
Cash-and-carry wholesale outlets 27 26 177 171 101 91
Customer distribution centres 5 6 70 95 37 41
Production companies 2 3 11 15 7 9
Central complex 1 1 140 140 47 47
Supermarkets operated by the Group 17 17 26
Assets not in use 2 6 3 6 2 4
Other 2 2 4 4 3 2

39 61 405 448 197 220

14. Investment property

x € million Note 2017 2016


Opening balance 20 19
Capital expenditure 0 0
Fair value adjustments 0 1
Transferred to assets held for sale 20.1 (20)

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.

144 Sligro Food Group 2017


15. Investments in associates and other financial assets

x € million Note 2017 2016


Associates 53 51

Other financial assets


Loans to associates 1 1
Loans to customers 7 6
Fair value of derivatives 24 1 10

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

1) Concerns purchase organisation memberships.


2) In insolvency.

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.

Movements in investments in associates were as follows:

x € million 2017 2016


Opening balance 51 48
Acquisition 0
Investments and disposals 0 (0)
Results 9 8
Dividend (7) (5)

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:

Spar Holding B.V. Other associates

x € million 2017 2016 2017 2016


Assets 80 79 78 72
Liabilities 45 46 60 56
Shareholders’ equity 35 33 18 16
Net sales 444 439 968 923
Net earnings 9 6 6 7

OTHER FINANCIAL ASSETS


The loans to customers have maturities averaging several years and are usually at market interest rates, although some
are interest- free.

16. Inventories
Inventories were made up as follows:

x € million 2017 2016


Central distribution centre 66 73
Stores and regional distribution centres 135 161
Packaging deposits 3 8
Stock in transit 3 3

207 245

In the carrying amount of inventories, a provision for obsolescence is included for an amount of €5 million (2016: €4).

17. Trade and other receivables

x € million 2017 2016


Trade receivables 132 119
Suppliers 41 60

173 179

146 Sligro Food Group 2017


Receivables from suppliers represent bonuses, promotional allowances and credit notes not yet settled. The carrying amount
of the trade receivables has been written down to fair value by an amount of €4 million (2016: €4).

The movements in this item were as follows:

x € million 2017 2016


Opening balance 4 4
Acquisitions 1 0
Accounts written off (1) (0)
Charged to the result 1
Transferred to assets held for sale (1) 0

Closing balance 4 4

18. Other current assets

x € million Note 2017 2016


Fair value of derivatives 24 13
Other amounts receivable and prepaid expenses 24 11

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.

19. Cash and cash equivalents

x € million 2017 2016


Cash balances and cash in transfer 16 18
Freely available bank balances 37 69
Time deposits 5 5

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:

x € million Note 2017 2016


Discontinued operations 20.1 221
Non-current assets held for sale 20.2 0 3

Assets held for sale 221 3

Liabilities directly related to assets held for sale 20.1 123

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.

As well as evaluating our new format, we also considered


our future in Food Retail. The main conclusion is that an
autonomous future is no longer the best strategy for our
Food Retail activities to create long-term value. After all, it
will be increasingly difficult to keep pace with a rapidly
changing market with a modest market share of approxi-
mately 2.5%. We consequently used the second half of
2017 to examine which alternative strategy would provide
the greatest value for our Food Retail activities. We factored
in to our examination that the combination of Foodservice
and Food Retail offers us great synergy in many areas,
which we estimate to be worth between €15 million and
€20 million annually for Sligro Food Group as a whole. In
addition, the combination also generates more qualitative
benefits for the Group, such as a distinctive profile and
learning ability within the Group.

We spoke to very many parties inside and outside the Neth-


erlands to form a picture of interest in an alliance in the form
of a partnership and interest in an acquisition of our Food
Retail activities. What this has revealed is that our percep-
tion of the added value of a partnership is correct, but the
details of the type of alliance in practice is a complex busi-
ness. On the other hand, there appears to be a lot of inter-
est from market players in acquiring our Food Retail activi-
ties. However, in that scenario we are yet to establish the
extent to which the loss of synergy will be compensated for
in such a transaction.

148 Sligro Food Group 2017


As at 30 December 2017, the assets held for sale and the liabilities directly related to them were recognised at the carrying
amounts concerned, and can be analysed as follows:

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

Assets held for sale 221

EQUITY AND LIABILITIES


Deferred tax liabilities 5
Employee benefits 2
Total non-current liabilities 7

Trade and other payables 95


Other taxes and social security contributions 5
Other liabilities, accruals and deferred income 16
Total current liabilities 116

Liabilities directly related to assets held for sale 123

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.

20.2. NON-CURRENT ASSETS HELD FOR SALE


The non-current assets held for sale concern one property, which has been on the market for longer than one year. Despite this,
the intention is still to sell this property in the short term. During the year, two properties were sold, and one property was trans-
ferred back to property, plant and equipment.

x € million 2017 2016


Opening balance 3 4
Transfer (2) 4
Impairments (0)
Disposals (1) (5)

Closing balance 0 3

149
21. Shareholders’ equity

PAID-UP AND CALLED CAPITAL


The authorised capital amounts to €12,000,000 divided into 200,000,000 shares with a nominal value of 6 euro cents each.
The issued and paid-up capital as at 30 December 2017 amounted to €2,655,300.90 (as at 31 December 2016:
€2,655,300.90).

Movements in the number of shares in issue were as follows:

x € 1,000 2017 2016


Opening balance 44,255 44,255
Movements 0 0

Closing balance 44,255 44,255

Repurchased (290) (375)

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.

TREASURY SHARES RESERVE


This represents the purchase price of the 289,600 of the company’s own shares repurchased in connection with the share option
programme.

150 Sligro Food Group 2017


UNAPPROPRIATED PROFITS/DIVIDEND
Since the balance sheet date, the Executive Board, with the approval of the Supervisory Board, has proposed the following profit
appropriation:

x € million 2017 2016


Addition to other reserves 19 16
Interim dividend paid (2017: €0.50 per share; 2016: €0.45) 22 20
Available for regular (final) dividend (2017: €0.60 per share; 2016: €0.55) 27 24
Available for variable dividend (2017: €0.30 per share; 2016: €0.30) 13 13

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.

22. Earnings per share

Weighted average number of outstanding shares during the year:

x 1,000 2017 2016


Opening balance 43,858 43,790
Effect of repurchase of own shares 86 68

Average number of shares in issue 43,944 43,858

x€1 2017 2016


Basic earnings per share 1.83 1.67
Diluted earnings per share 1.83 1.67

Basic earnings per share from continuing operations 1.73 1.58


Diluted earnings per share from continuing operations 1.73 1.58

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.

23. Other provisions

The other provisions chiefly concerns guarantee obligations.

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.

152 Sligro Food Group 2017


BANK BORROWINGS
Security
As at year-end 2017, the Group had overdraft facilities totalling €87 million, which had not been drawn on. An amount of €41
million of the facility is committed. Security totalling €2 million has been provided for current and long-term bank borrowings.

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.

25. Other taxes and social security contributions

x € million 2017 2016


VAT, excise duty and waste management contribution 14 16
Payroll tax and social security contributions 5 8
Pension contributions 0 0

19 24

26. Other liabilities, accruals and deferred income

x € million 2017 2016


Employees 21 27
Customer bonuses 17 11
Packaging deposits 8 8
Loyalty scheme liabilities 3 7
Other 17 10

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.

The ageing of these trade receivables is as follows:

x € million < 1 month 1 - 3 months 3 - 12 months > 12 months Total

2017 119 10 2 1 132

2016 108 2 1 0 111

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

Non-current liabilities1) 193 213 14 127 72


Current liabilities 2)
468 468 468

661 681 482 127 72

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.

154 Sligro Food Group 2017


MARKET RISK (INTEREST RATE AND Capital management
EXCHANGE RATE RISKS) The Group attempts to make maximum use of its available
The risk of volatility in exchange rates and interest rates is credit lines for funding purposes, provided the stipulated
partly hedged by means of derivatives. ratio can be comfortably met. The Group does not have a
specific target return on capital employed. The aim is to
Interest rate risk achieve average growth in net profit which at least keeps
Note 24 provides an analysis of the long-term financing and pace with the target average rate of revenue growth.
associated interest rate terms.
Fair value
Currency risk The carrying amount of financial instruments is almost the
The Group is exposed to an exchange rate risk on loans and same as the fair value. Financial instruments carried at fair
on goods purchases. This mainly concerns the US dollar. As value are included in the category ‘level 2’, which means that
mentioned in the accounting policies under heading H2, the the valuation is based on amounts provided by a financial
exchange risk on the loans is entirely hedged. The Group also institution, which are derived from market data and other
hedges a proportion of its dollar purchase obligations by sources. The property investments are also measured at fair
means of forward currency contracts. The policy is to hedge value and are included in ‘level 3’ (own valuation method
transactions where settlement will be more than two months based on knowledge available within the Group, as disclosed
ahead and not to hedge transactions due for earlier settle- under F in the accounting policies).
ment. The annual dollar purchase volume is approximately
USD 25 million, with an average term of approximately two SENSITIVITY ANALYSES
months. Hedge accounting is not applied to forward currency A number of external factors were identified where a
contracts for purchase obligations. The effect of exchange change could affect the Group’s profit before tax. The
rate movements is included in the cost of sales. following table summarises the results:

Impact on profit before


Parameter Increase tax in € million

Interest rate 1%-point 1 reduction


Foreign currency (USD) 1% nil
Salaries 1% 2 reduction
Oil/energy 5% 1 reduction
Rents 5% 2 reduction

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

156 Sligro Food Group 2017


28. Operating lease and rental obligations

Contracts under which the Group is lessee:


x € million 2017 2016
Operating lease obligations
< 1 year 2 1
1-5 years 1 1
> 5 years
Expense in the year 2 1

Rental obligations for premises occupied by the Group


< 1 year 36 35
1-5 years 120 106
6-10 years 82 79
> 10 years 25 26
Expense in the year 36 35

Present value 245 213

Rental obligations on behalf of customers


< 1 year 4 4
1-5 years 9 9
6-10 years 3 3
> 10 years 1 1

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.

Contracts under which the Group is lessor:

x € million 2017 2016


Investment property
< 1 year 2 2
1-5 years 5 5
6-10 years 3 4
> 10 years 0 0
Other property
< 1 year 1 1
1-5 years 2 2
> 5 years 0 0

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.

158 Sligro Food Group 2017


32. Cash flow statement

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:

x € million 2017 2016


Operating profit 97 87
Depreciation and amortisation 75 67
Impairments 2 2
Ebitda 174 156

Other operating income included in cash flow from investing activities (17) (1)
157 155

Changes in working capital and other movements:


Inventories 7 (18)
Trade and other receivables and other current assets (32) (15)
Current liabilities 61 58
Provisions (0) 0
Shareholders’ equity 2 1
38 26

Net cash generated from operations 195 181

The item cash, cash equivalents and short-term bank borrowings can be reconciled with the balance sheet as follows:

x € million 2017 2016


Cash and cash equivalents 58 92
Cash and cash equivalents, included in assets held for sale 2
Bank borrowings 0 0

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.

The Group (and more specifically JAVA Foodservice) is a


member of the purchase combine BLOC. The purchase
volume in 2017 amounted to €10 million (2016: €9). As at
year-end 2017, the amount owed in connection with trading
was €0 million (2016: €0), which has been included in the
trade payables.

The transactions and relations with Stichting Pensioenfonds


Sligro Food Group and the Executive and Supervisory Boards
are explained in notes 5 and 6.

In 2017, a net volume of 85,000 Sligro Food Group shares was


sold (2016: 90,400 sold) at market price in transactions with
Stichting Werknemersaandelen Sligro Food Group.

160 Sligro Food Group 2017


COMPANY
PROFIT AND LOSS ACCOUNT
for 2017

x € million 2017 2016 2015


Finance income and expense 0 0 0
Share in results of subsidiaries 81 73 81
Profit before tax 81 73 81

Income taxes (0) (0) (0)

Profit for the year


81 73 81

161
COMPANY
BALANCE SHEET
as at 30 December 2017 before profit appropriation

x € million 30-12-2017 31-12-2016 02-01-2016

ASSETS
Intangible assets 8 8 8
Financial assets 648 624 603
Total non-current assets 656 632 611

Total assets 656 632 611

EQUITY AND LIABILITIES


Paid-up and called capital 3 3 3
Share premium 31 31 31
Other reserves 519 505 479
Legal reserves 17 15 12
Unappropriated profit 81 73 81
651 627 606

Payables to group companies 5 5 5


Total current liabilities 5 5 5

Total equity and liabilities 656 632 611

162 Sligro Food Group 2017


NOTES
TO THE COMPANY FINANCIAL STATEMENTS
(amounts in millions of euros unless stated otherwise)

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

x € million 2017 2016


Investments 619 595
Receivables from group companies 29 29

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:

x € million 2017 2016


Opening balance 595 574
Results 81 73
Investments
Share-based payments 1 2
Income and expense recognised directly in equity 1 0
Change in own shares 0 1
Dividend (59) (55)

Closing balance 619 595

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:

x € million 2017 2016


Consolidated
Other reserves 628 605
Hedging reserve (3) (4)
Treasury shares reserve (12) (12)
Revaluation reserve 4 4
617 593

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:

x € million 2017 2016


Opening balance 15 12
Movement during the year 2 3

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.

164 Sligro Food Group 2017


PROPOSED PROFIT APPROPRIATION
As stated in note 21, the Executive Board, with the approval
of the Supervisory Board, has proposed the following profit
appropriation since the balance sheet date:

x € million

Addition to other reserves 19


Payment of interim dividend
(€0.50 per share) 22
Available for regular (final) dividend
(€0.60 per share) 27
Available for distribution as variable dividend
(€0.30 per share) 13

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.

Duly signed for publication,

Veghel, 26 January 2018

Supervisory Board: Executive Board:


F. Rijna, chairman K.M. Slippens, CEO
J.H. Kamps R.W.A.J. van der Sluijs
B.E. Karis W.J.P. Strijbosch
M.E.B. van Leeuwen
G. van de Weerdhof

165
OTHER INFORMATION

Independent auditor's report Basis for our opinion


We conducted our audit in accordance with Dutch law,
To the shareholders and the Supervisory Board including the Dutch Standards on Auditing. Our responsibili-
of Sligro Food Group N.V. ties under those standards are further described in the “Our
responsibilities for the audit of the financial statements”
Report on the audit of the financial statements section of our report.
2017 included in the annual accounts
Independence
Our opinion We are independent of Sligro Food Group N.V. in accordance
We have audited the accompanying financial statements with the “Wet toezicht accountantsorganisaties” (Wta, Audit
2017 of Sligro Food Group N.V., based in Veghel, The Nether- firms’ supervision act), the “Verordening inzake de onafhan-
lands. The financial statements include the consolidated kelijkheid van accountants bij assurance-opdrachten” (ViO,
financial statements and the company financial statements. Code of Ethics for Professional Accountants, a regulation
with respect to independence) and other relevant indepen-
In our opinion: dence regulations in the Netherlands. Furthermore we have
• The accompanying consolidated financial statements complied with the “Verordening gedrags- en beroepsregels
included in these annual accounts give a true and fair view of accountants” (VGBA, Dutch Code of Ethics). During 2017, a
the financial position of Sligro Food Group N.V. as at team that is part of the Deloitte network but is not based in
December 30, 2017 (before profit appropriation), and of its the Netherlands has continued delivering its non-audit
result and its cash flows for 2017 in accordance with services to a local client after this client has been acquired by
International Financial Reporting Standards as adopted by the Sligro Food Group N.V. These services were prohibited under
European Union (EU-IFRS) and with Part 9 of Book 2 of the article 5.1 of the EU Regulation on specific requirements
Dutch Civil Code. regarding statutory audit of public-interest entities as of the
• The accompanying company financial statements give a true acquisition date. After this situation has been identified, the
and fair view of the financial position of Sligro Food Group services have been terminated immediately and mitigating
N.V. as at December 30, 2017 (before profit appropriation), measures have been taken. We discussed this situation with
and of its result for 2017 in accordance with Part 9 of Book 2 the Supervisory Board and we informed the Autoriteit Finan-
of the Dutch Civil Code. ciële Markten (AFM) hereon. The Supervisory Board agreed
on the taken measures as well as on our conclusion that
The consolidated financial statements comprise. based on the facts and circumstances, our objectivity, integ-
1. The consolidated balance sheet as at December 30, 2017 rity and professional skepticism have not been compromised.
(before profit appropriation). We refer to the paragraph “relation with the auditor” in the
2. The following statements for 2017: the consolidated profit Supervisory Board report in which the Supervisory Board
and loss account, the consolidated statement of reports on this situation.
recognized income and expense, the consolidated
statement of changes in equity (before profit We believe the audit evidence we have obtained is sufficient
appropriation) and the consolidated cash flow statement. and appropriate to provide a basis for our opinion.
3. The notes comprising a summary of the significant
accounting policies and other explanatory information. Materiality
Based on our professional judgement we determined the
The company financial statements comprise: materiality for the financial statements as a whole at
1. The company balance sheet as at December 30, 2017 €6,25 million. The materiality is based on 7,5% of the profit
(before profit appropriation). before tax from continuing operations by taking into account
2. The company profit and loss account for 2017. non-recurring gains and losses. We have also taken into
3. The notes to the company financial statements account misstatements and/or possible misstatements that
comprising a summary of the accounting policies and in our opinion are material for the users of the financial state-
other explanatory information. ments for qualitative reasons.

166 Sligro Food Group 2017


We agreed with the Supervisory Board that in addition to Our key audit matters
material misstatements which are identified during the Key audit matters are those matters that, in our professional
audit, we would also report smaller misstatements that in judgement, were of most significance in our audit of the
our view are relevant for qualitative reasons. financial statements. We have communicated the key audit
matters to the Supervisory Board. The key audit matters are
Scope of the group audit not a comprehensive reflection of all matters discussed.
Sligro Food Group N.V. is at the head of a group of entities.
The financial information of this group is included in the These matters were addressed in the context of our audit of
consolidated financial statements of Sligro Food Group N.V. the financial statements as a whole and in forming our opin-
ion thereon, and we do not provide a separate opinion on
Our group audit mainly focused on the Dutch group enti- these matters.
ties of Sligro Food Group N.V., JAVA Foodservice and the
larger components of Exquisite Food N.V. (hereafter
referred to as “ISPC”). We performed audit procedures
ourselves at all Dutch group entities of Sligro Food Group
N.V. We used the work of other auditors when auditing
JAVA Foodservice and ISPC (Deloitte Belgium for JAVA
Foodservice and BB3 accountants for ISPC). We dividend
the group materiality over the Dutch and Belgian compo-
nents, resulting in a materiality of €6 million for the Dutch
group entities and respectively €2,5 million and €1,5
million for JAVA Foodservice and ISPC.

We provided the Belgian component auditors with audit


instructions and held several meetings with Belgian
management and the Belgian audit teams during the plan-
ning, interim and year-end audit. We also reviewed the audit
files of and the procedures performed by the component
auditors. The group auditor has performed the procedures
for the “Purchase Price Allocation” in relation to the acquisi-
tion of ISPC.

By performing the procedures mentioned above at group


entities, combined with additional procedures at group level,
we have been able to obtain sufficient and appropriate audit
evidence about the group’s financial information to provide
an opinion about the consolidated financial statements.

At the time of preparation of the Financial Statements of


Sligro Food Group N.V., the audits of the company financial
statements of the non-consolidated entities were not yet
completed. The non-consolidated entities have a book
value of €53 million as per December 30, 2017.

Therefore we performed additional procedures in addition


to the work of the statutory auditor of the non-consolidated
entities, for example, regarding the investment in Spar
Holding B.V. (which has a book value in the financial state-
ments of Sligro Food Group N.V. of €38 million as per
December 30, 2017).

167
1. Bonuses and promotional contributions

Description How the key audit matter was addressed


Suppliers’ bonuses and promotional contributions are in the audit
regular business practices in the sector. The share of Our audit focused on testing both the design and imple-
supplier bonuses and promotional contributions to Sligro mentation of the internal control measures on behalf of the
Food Group N.V.’s profit before tax is substantial. The Executive Board focused on the accurate and complete
final agreements with the suppliers on these contribu- recording of the bonuses and promotional contributions
tions are mostly concluded in the year following the year (including the basis for the estimates, segregation of
of reporting. This leads to a management estimate in the duties, contract management and authorization).
financial statements. The Company discloses the relevant
accounting policies in Note G2 to the consolidated finan- Additionally, we performed a number of substantive proce-
cial statements. dures focused on the accuracy and completeness of the
reported bonuses and promotional contributions. These
Sligro Food Group N.V. receives various types of compen- procedures can be summarized as follows:
sation from suppliers, which can be divided into two main • Audit of the subsequent receipt of the bonus estimate
categories: of 2016 in 2017 and an analysis on the differences;
i. Temporary price reductions (“promotions”), usually • Obtaining external supplier confirmations in relation to
relating to special offers to customers with the aim of the bonus conditions and the prepaid bonuses;
increasing direct sales volumes. In most cases, the • Detailed procedures on the forecasting tool by
supplier actually charges the lower purchase price for substantiating the estimate based on the contractual
the agreed period. The benefit of the temporarily lower terms and the actual purchases during the year;
purchase prices is reflected directly in the cost of sales. • Detailed procedures on the manual refinement of the
ii. Bonuses, usually based on contractual agreements estimate that results from the “prognosetool”.
dependent on purchase volumes and payment history
(“bonuses”). Based on historical figures, test of details and analytical
procedures we have audited the impact on the inventory
Reasonable foreseeable bonuses are included in the valua- valuation of the classification of contributions as promo-
tion of inventory. tions or bonuses.

This does not apply to promotional contributions as these Observation


are intended to cover sales efforts. Based on our materiality level and our procedures perfor-
med, consisting of testing the design and implementation
Management has used a bottom-up method to estimate of internal controls as well as of substantive audit procedu-
the bonuses and promotional contributions. By use of a res, we agree with the estimates of the Executive Board
forecasting tool, the estimate is prepared based on the and are of the opinion that the income from bonuses and
actual purchases and the applicable contractual bonus promotional contributions over 2017 is reasonable.
conditions.

168 Sligro Food Group 2017


2. Sales contracts foodservice activities

Description How the key audit matter was addressed


Sligro Food Group N.V. serves a large number of custo- in the audit
mers operating in different segments of the hospitality and We have evaluated the process and the corresponding
service market. Depending on the nature and size of the internal controls of Sligro Food Group N.V. governing the
activities of its customers, Sligro Food Group segments classification of contracts for new customers and adapted
the customers in a number of different groups. It is possi- contracts for existing customers in the relevant and appro-
ble that segments have different conditions for certain priate groups as part of our audit procedures.
products.
We have primarily relied on control testing procedures to
Furthermore, the selling price for some of the clients is determine whether the various customer groups are
based on a fixed mark-up on the cost price. The definition invoiced in accordance with the prices approved by the
of the cost price is laid down in the contract. Executive Board. Amongst others, we relied on companies
internal controls and the algorithms included in the compu-
Client-specific agreements can result in an invoice selling ter software.
price that differs from the “cost price plus” selling price.
As a result of the complicated price build-up, the audit of In case cost prices are important to determine the relevant
the selling prices is time consuming and complex. selling prices, we have performed an independent recalcu-
lation of the agreed margins in order to verify the proper
Applying the right contractual terms and conditions for the application of contractual conditions.
various customer groups is important and consequently a
key audit matter for us. Observation
Based on our materiality level and our procedures perfor-
med, we are of the opinion that the applicable contract
terms and conditions for the so-called “cost price plus”
contracts are adequately applied in the calculation of
selling prices.

169
3. Belgian activities

Description How the key audit matter was addressed


During 2017, with the acquisition of Exquisite Food N.V. in the audit
(“ISPC”), Sligro Food Group N.V. has further expanded its Based on the requirements of IFRS 3, we audited the
international activities. recognition of the acquisition for which we used a
substantive approach.
ISPC has been added to the relatively large independently
operating Belgium activities of JAVA Foodservice. The We inspected the Share Purchase Agreement and vali-
acquisition has a number of implications for our audit. dated that the purchase price is paid to the seller. An
Firstly, auditing the determination of the purchase price, important element in the “Purchase Price Allocation” is
and the necessary “Purchase Price Allocation”. In addition the identification and valuation of the acquired (intangible)
to auditing the transaction itself, we have to plan the natu- assets and liabilities. The Executive Board engaged an
re, timing and extent of the audit of the Belgian activities independent valuation expert. We audited the identifica-
and entities in accordance with the audit standard (the tion of (intangible) assets and liabilities based on our
so-called COS 600-group audit). knowledge of the operational activities of ISPC and the
reasons for the acquisition and used a Deloitte valuation
expert to validate the valuation based on general accept-
ed valuation models. We recalculated the amount of
goodwill to be recognized and assessed the allocation to
cash-generating units. We also validated the sufficiency
of the disclosures in the annual accounts in relation to the
acquisition.

We further gained insights in the activities and business


processes of ISPC to enable detailed risk analyses. The
operational significant risks are specifically focused on
the audit of the supplier bonuses and the invoiced sell-
ing prices. The audit procedures in relation to those risks
are mainly performed on a substantive basis. A detailed
analysis of the internal control environment is
performed. A separate management letter is prepared
and communicated.

On group level, we additionally tested the design and


implementation of internal control measures in relation to
the Belgian activities focused on the consolidation and
financial reporting.

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.

170 Sligro Food Group 2017


4. Food Retail as “discontinued operations”

Description How the key audit matter was addressed


Sligro Food Group N.V. explained during the presentation in the audit
of its half-year figures for 2017, that it will evaluate the We audited the recognition of the Food Retail activities
strategic alternatives for the Food Retail activities in relati- being classified as “discontinued operations” based on our
on to the market developments during the second half of materiality level and the requirements set forth in IFRS 5.
2017. We mainly used a substantive approach and have not
relied on internal controls.
During the second half of 2017, the strategic alternatives
are further investigated and crystallised, which in accor- The key audit matter in relation to the presentation of the
dance with IFRS 5 implied presentation of the Food Retail Food Retail activities as “discontinued operations” focu-
activities as “discontinued operations” in the annual ses on the classification and valuation of the Food Retail
accounts 2017. In disclosure note 10 and 11, the company activities as well as on the accuracy and completeness of
provides further information on the profit and cash flow the disclosures in the annual accounts.
from “discontinued operations”. The presentation of the
Food Retail activities as “discontinued operations” is a key We validated the classification as “discontinued operati-
audit matter as its impacts the presentation of the consoli- ons” by inspection of the minutes of the Executive Board
dated profit and loss account, the consolidated statement meetings, approvals of the Supervisory Board and other
of recognized income and expense, the consolidated cash internal and external communication. The impact of the
flow statement as well as the restated comparative figures classification is audited by means of assessing the esti-
of the consolidated profit and loss account and the consoli- mates of the Executive Board for the allocation of the
dated cash flow statement. revenues, expenses, assets and liabilities from the Food
The valuation of assets and liabilities is based on the book Retail activities and validating the consistency thereof with
value, taking into account the indicative offers received. the comparative figures. Furthermore, we audited the
The allocation of all relevant items in the consolidated estimates of the Executive Board in relation to the valuati-
balance sheet and the consolidation profit and loss account on of assets.
has been an element of our audit. There are no fair value
losses recognized (disclosure note 20.1). Observation
Based on our procedures performed, we are of the opinion
that the classification of the Food Retail activities as
“discontinued operations” is in line with the requirements
set forth in IFRS 5 and that the classification is adequately
recognized and disclosed in the 2017 annual accounts.

171
5. Strategic partnership with HEINEKEN

Description How the key audit matter was addressed in


On December 1, 2017 Sligro Food Group N.V. and the audit
HEINEKEN Nederland B.V. entered into a 15 years stra- Based on our materiality level and the requirements of
tegic partnership. In this partnership Sligro Food Group IFRS 3, we audited the recognition of the acquisition for
N.V. will perform the logistical services of HEINEKEN which we used a substantive approach. We made use of
for the Dutch wholesale market. internal valuation experts.

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.

We used Deloitte valuation experts to validate the valua-


tion is based on general accepted valuation models. We
further recalculated the amount of goodwill to be recog-
nised and assessed the allocation hereof to cash-generat-
ing units. We also validated the sufficiency of the disclo-
sures in the annual accounts in relation to 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.

172 Sligro Food Group 2017


Report on the other information included in Description of responsibilities regarding
the annual accounts the financial statements

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

• Evaluating the overall presentation, structure and content


of the financial statements, including the disclosures.

• Evaluating whether the financial statements represent the


underlying transactions and events in a manner that
achieves fair presentation.

174 Sligro Food Group 2017


Provisions of the Articles of Association 7) On a proposal of the Executive Board which has been
concerning profit appropriation approved by the Supervisory Board, the general meet-
ing may, without prejudice to the provisions the Articles
Article 46 of the Articles of Association contains the follow- of Association relating to the issue of shares, resolve to
ing provisions with regard to distributions and reserves: distribute profit in the form of shares in the company or
depositary receipts therefor
1) The company may make distributions to shareholders 8) Profit distributions shall be made at a place and time to
and other parties entitled to the distributable profit only be determined by the general meeting but no later than
insofar as its shareholders’ equity is greater than the one month after adoption of the relevant resolution by
paid-up and called capital plus the reserves required to the general meeting.
be held by law or the Articles of Association. 9) Profit distributions not claimed within five years of the
2) Subject to the approval of the Supervisory Board, the date on which they became payable shall revert to the
Executive Board is authorised to add all or part of the company.
profit to the reserves. Such an addition to the reserves 10) A loss may be charged to the reserves required to be
may be reversed by a resolution supported by a majority held by law only insofar as permitted by law.
of two-thirds of the votes cast at a general meeting at
which more than half the issued capital is represented.
3) Any profit remaining after the addition to the reserves
as referred to in the previous paragraph of this article
shall be at the disposal of the general meeting.
4) Insofar as the general meeting does not resolve to
distribute profit for any specific year, such profit shall be
added to the reserves.
5) Subject to the approval of the Supervisory Board, the
Executive Board may make interim distributions provid-
ed the requirement of paragraph 1 of this article has
been met and is evidenced by an interim statement of
assets and liabilities as referred to in Section 105(4),
Book 2, of the Netherlands Civil Code. The company
shall file the statement of assets and liabilities at the
office of the Commercial Register within eight days of
the date on which the resolution to make the distribu-
tion is published. The second sentence of paragraph 9
of this article is applicable mutatis mutandis to interim
distributions.
6) On a proposal of the Executive Board which has been
approved by the Supervisory Board, the general meet-
ing may resolve to appropriate profit to a distributable
reserve.

175
TEN-YEAR REVIEW

x € million8)9) 2017 2016 2015 2014 2013

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

Equity and liabilities


Shareholders’ equity1) 651 627 606 570 571
Net capital employed2) 779 668 613 603 598
Total assets 1,347 1,215 1,071 1,012 1,006

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

Figures per share of €0.06 nominal value (in euros)


Shares in issue (millions) 44.0 43.9 43.8 43.7 43.7
Shareholders’ equity 14.80 14.29 13.84 13.05 13.07
Net earnings 1.83 1.67 1.84 1.58 1.55
Proposed dividend, as from 2014 including
interim dividend 1.40 1.30 1.20 1.10 1.05
7) 0.30 0.30 0.30 0.30 0.25
of which variable dividend

176 Sligro Food Group 2017


2012 2011 2010 2009 2008

2,468 2,420 2,286 2,258 2,168


142 159 146 149 147
99 115 99 106 107
89 105 91 98 99
69 78 70 74 71
129 124 107 123 103
96 76 66 73 74
46 46 31 44 28

555 541 500 482 426


615 649 646 603 604
968 931 937 852 875

5,848 5,880 5,513 5,552 5,600


227 217 203 197 191

33 46 41 47 36
43 44 47 42 40

1.9 5.9 1.3 4.2 4.9


(12.3) 11.4 (5.5) 4.2 (3.9)
22.6 23.2 23.1 23.3 23.8
5.8 6.6 6.4 6,6 6.8
4.0 4.7 4.3 4.7 4.9
3.6 4.3 4.0 4.3 4.5
2.8 3.2 3.1 3.3 3.3
12.5 15.0 14.3 16.4 17.8 1) Before profit appropriation.

14.0 16.2 14.6 16.2 16.3 2) Excluding associates.

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.

6) Calculated on profit for the year.


43.8 44.0 44.1 44.3 43.7
7) 2009: Jubilee bonus.
12.65 12.30 11.34 10.90 9.75
8) Changes in accounting policies are only reflected in
1.56 1.78 1.59 1.68 1.63 restatement of the figures for the preceding year which
also appear in the main financial statements.

9) Concerns the combination of Foodservice and Food


1.05 1.05 0.70 1.00 0.65
Retail and therefore not reconcilable with the figures in
0.25 0.20 0.30 the financial statements.

177
MANAGERS AND OFFICERS

Key staff the Netherlands

T. Arrachart assistant ICT manager, Sligro Food Group


R. Barten assistant manager, support management department, Sligro Delivery Service
J. van den Berg logistics manager, Sligro Food Group
M. Bogaers head of studio, Sligro Food Group
D. Bögels purchasing and product range manager, Sligro Food Group
G. Bos finance manager Sligro Food Group Nederland
J. de Bree HR manager, Sligro Food Group
M. van den Brink sales support department manager, Van Hoeckel
G. Buitenhuis supply chain manager, Sligro Food Group
J. Dekker assistant manager, production company operations, Sligro Food Group
J. van Dijk ICT infrastructure and services manager, Sligro Food Group
S. Dikker assistant operations manager, Food Retail
M. van Dinther account manager, Sligro Delivery Service
D. Gruppen operations manager, Sligro Cash-and Carry
R. de Haas manager, Van Hoeckel
J. van Heerebeek marketing and sales manager, Food Retail
J. van Heereveld head of accounting, Sligro Food Group
F. Hofstra regional manager, Sligro Delivery Service - Amsterdam
I. Huntjens head of quality department, Sligro Food Group
D. van Iperen manager, Foodservice Delivery Service
W. Jansen head of internal and external communication, Sligro Food Group
H. Jaspers information and software architect, Sligro Food Group
K. Kiestra manager, Food Retail
M. Kivits head of purchasing and product range management - food, Sligro Food Group
P. Lampert regional manager, Sligro - Vlissingen
P. van den Langenberg head of HRM, Food Retail
M. de Man assistant operations manager, Sligro Delivery Service
T. Nillezen head of programme and process management, Sligro Food Group
E. van der Pasch CRM manager, Sligro
F. Punte head of property management, Sligro Food Group
M. Rijnsburger purchase officer, non-resale goods, Sligro Food Group
A. de Rooij head of purchasing and product range management - fresh produce, Sligro Food Group
R. van Ruiten site manager, Retail DC Kapelle
L. Rutten operations manager, Sligro Delivery Service
N. van Sante HR manager, Sligro Food Group Nederland
B. Schapendonk head of purchasing and product range management - wines and spirits, Sligro Food Group
H. Schipper manager, Sligro Cash-and carry
G. Schneemann marketing and sales manager, Sligro
K. Slippens CEO, Sligro Food Group

178 Sligro Food Group 2017


R. van der Sluijs CFO, Sligro Food Group
B. Stapel national account manager, Sligro Delivery Service
J. Storm manager of Bouter
W.J. Strijbosch Foodservice director, Sligro Food Group
G. van der Veeken company secretary, Sligro Food Group
P. van der Veen manager, Information & Technology Office, Sligro Food Group
M. van Veghel ICT manager, Sligro Food Group
A. Verlouw head of building works, Sligro Food Group
M. Versteegh department manager, Marketing & Sales, Sligro
S. van Vijfeijken head of GID/WID, Sligro Food Group
W. van Wijk regional manager, Sligro - The Hague Forepark
J. van der Wijst head of purchasing and product range management - non-food, Sligro Food Group
E. Wildeman supply chain project coordinator, Sligro Food Group
M. Wirken business control manager, Sligro Food Group

Key staff Belgium

B. Beerten HR manager, Sligro Food Group Belgium


J. Heus operations manager, ISPC
W. Heylen ICT manager, Sligro Food Group Belgium
D. Ladrière sales manager, Sligro-ISPC
P. Lievens purchase manager, ISPC
R. Michel manager, finance projects & systems Sligro Food Group Belgium
R. Petit-Jean COO Sligro-ISPC
P. Robberechts operations manager, JAVA Foodservice
P. Schapmans purchase manager, Sligro Food Group Belgium
C. Teugels CFO Sligro Food Group Belgium
E. Veyt COO JAVA Foodservice

179
Acknowledgements
This report was produced entirely in-house with the cooperation
of the following persons and departments.

Coordination and design


Wilco Jansen
Mieke van der Valk
Studio Sligro Food Group
Executive Board

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.

Sligro Food Group N.V.


Corridor 11
5466 RB Veghel, Netherlands
1061792
Annual Report 2017
Sligro Food Group

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