IMCD Annual Report 2021
IMCD Annual Report 2021
IMCD Annual Report 2021
to a world of
opportunity
Annual Report 2021
www.imcdgroup.com
European single electronic reporting format
(ESEF) and PDF version
This copy of the Annual Report is the PDF/printed
version of the 2021 Annual Report of IMCD N.V.
This version has been prepared for ease of use and
does not contain ESEF information as specified in
the Regulatory Technical Standards on ESEF
(Delegated Regulation (EU) 2019/815).
The official ESEF reporting package is available
via IMCD’s website at www.imcdgroup.com.
IMCD Annual Report 2021
Contents
3
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO Foreword by the CEO
2021
HIGHLIGHTS
2021 FINANCIAL Dear Reader, Amid the turmoil, we continued to expand, innovate,
HIGHLIGHTS improve, and invest. Sustainability is a key priority
When we look back at 2021, we see a year still for our organisation. Our Sustainable Solutions service
GLOBAL
PRESENCE overshadowed by the pandemic whilst we had hoped offering, powered by our Advanced Materials business,
to enter a less volatile phase of recovery. Our priority is helping our partners make themselves – and our
HISTORY has been and will be to ensure that working conditions planet – greener, and more sustainable. Our Food and
SHAREHOLDER
remain as safe as possible. Nutrition business group has been busy developing
INFORMATION healthier and more sustainable foods, introducing for
Business conditions in 2021 also remained challenging: example an entirely vegan burger prototype, the Clean
ABOUT IMCD
we faced serious disruptions of the global supply chain. & Green Meat Free Burger. We will continue to assist our
OUR BUSINESS Across the world, demand, production, and prices customers in formulating their products through our
GROUPS fluctuated wildly. large product offering and global lab network.
STRATEGY &
BUSINESS Yet we rose to the challenge and our teams worked We have also strengthened our efforts to ensure all
tirelessly to ensure that supply to our customers was our supply chain partners meet our environmental,
PERFORMANCE maintained. Indeed, in an exceptionally demanding social, and governance (ESG) standards. A shared
GOVERNANCE
period for business, we recorded record growth across commitment to these standards is crucial for us.
all our markets. I could not be more proud of our Sustainability is not something that IMCD can tackle
FINANCIAL collective response. alone; close cooperation with our business partners
STATEMENTS
2021
is needed to reduce our environmental impact and
Our work at IMCD is all about relationships. We reduce (scope 3) emissions. I am proud that our efforts
depend on interactions with our suppliers, customers, on sustainability management in 2021 were recently “In an exceptionally
communities and, of course, each other. These recognised with a Gold rating from EcoVadis.
partnerships have been built up over many years and demanding period
sometimes decades. For all of us at IMCD, corporate social responsibility for business,
(CSR) is a heartfelt opportunity to make an impact
A fundamental part of our business model is to support in the communities that we are part of across the we recorded
our partners also in difficult times. This past year, globe. Last year, as we celebrated our 25th anniversary, record growth last
we strengthened our long-standing partnerships and we created the IMCD Cares Fund, which is based
forged new ones as we worked together closely to on supporting projects in three pillars: education, year across all
overcome the challenges of product shortages and the environment and well-being. I encourage you to our markets.”
supply chain issues. check out our projects, including Eco Conquista, an
IMCD Cares initiative, that impacts 25,000 residents of
Diadema, a favela in São Paulo, Brazil. Piet van der Slikke
CEO IMCD
4
< Contents page IMCD Annual Report 2021
5
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO 2021 Highlights
2021
HIGHLIGHTS
First food ingredients distributor and formulator to Embracing digital connectivity
2021 FINANCIAL offer customers chef-led concept development
HIGHLIGHTS Committed to inspiring innovation in the industries
GLOBAL
We recently added three culinary chefs to our Food and Nutrition we operate in, we hosted several global virtual events
PRESENCE team, marking IMCD as the first distributor and formulator to as most of us were not able to travel. Customers and
establish this type of position. suppliers were invited to join an immersive 3D
HISTORY
experience, join our live expert talks and webinars,
SHAREHOLDER Building off our established technical expertise and in partnership with browse the latest products, and explore our latest
INFORMATION our application specialists, the chefs will apply their culinary knowhow to innovation solutions.
interpret food trends and evolving customer needs and translate them
ABOUT IMCD
into usable concepts and taste-focused products for IMCD customers.
OUR BUSINESS They will work directly with selected food manufacturers while also
GROUPS providing the company’s full customer base with insights through video
STRATEGY &
content, promotional packages, one-to-one meetings, and other
BUSINESS knowledge-sharing actions.
PERFORMANCE
“We’ve approached this new offering as we do every area of our business:
GOVERNANCE as a solution for our customers and an elevation of our established IMCD Trends Library
relationship,” says Marc van Gerwen, Business Group Director at IMCD
FINANCIAL Food & Nutrition. “Our customers look to us as a partner of choice At IMCD, we investigate and shed light on trends so
STATEMENTS
2021 because of our technical expertise. Adding a culinary dimension is a we can create new opportunities for our partners to
significant enhancement of that knowledge.” innovate. Supported by industry-leading technical
expertise and market knowledge, we help our
Read more > partners get to market fast with solutions that meet
the growing and evolving demands of their
customers. We are sharing our insights on what
comes next: the market landscape and the trends
that are shaping it.
6
< Contents page IMCD Annual Report 2021
FOREWORD BY
Meaningful contributions
THE CEO to the community
2021 We aim to improve the daily lives of those around
HIGHLIGHTS
us and contribute to a better future for the
2021 FINANCIAL communities in which we live and work. Our CSR
HIGHLIGHTS strategy complements and supports our corporate
strategy across three focus areas: Education &
GLOBAL More >
PRESENCE Diversity, Climate, and Health & Wellbeing.
HISTORY
These are just three examples of the CSR Forestami (Italy)
SHAREHOLDER activities we launched in 2021: IMCD Italy partnered with Forestami to donate over
INFORMATION 600 trees to the city of Milan. Forestami is leading a
project that involves the planting of 3 million trees by
ABOUT IMCD
2030 throughout the metropolitan area of Milan to
OUR BUSINESS More about our CSR > clean the air, improve living conditions, and counter
GROUPS the effects of climate change.
STRATEGY &
Accelerated growth in APAC
BUSINESS Eco Conquista (Brazil)
2021 has seen tremendous development for the APAC region with Educational Volunteers Foundation (Turkey) Eco Conquista is a social and environmental initiative
PERFORMANCE
five acquisitions. IMCD Turkey partnered with the Educational that aims to improve community-wide recycling
GOVERNANCE Volunteers Foundation of Turkey (TEGV) to provide efforts in the city of Diadema. In alignment with
The acquisitions are well aligned with our strategy to accelerate growth in easy access to online education to children from Associação Nova Conquista and the Council of
FINANCIAL this important region. We expanded our market coverage and portfolio low-income households. The project involved Diadema, IMCD Brasil committed to the betterment
STATEMENTS
2021 with Megasetia in Indonesia for the Pharmaceuticals business and Syntec distributing 351 tablets with free satellite internet of the community by investing in new equipment for
in China for the Personal Care business. We introduced more water-based access to children from primary school. With these the recycling centre. This initiative also includes the
coatings solutions and formulation expertise in China with Yuanhe tablets, the students will be able to access courses planting of 136 trees in the community and 40
Chemicals and Aquatech. Through RPL Trading in Australia and New given by the Ministry of National Education and to environmental educational actions for neighboring
Zealand, we enhanced our offerings in home care and water treatment the TEGV distance education platform. schools and the community.
markets. More importantly, we onboarded many key suppliers into various
markets.
“We can combine our global network and expertise with strong regional
and local implementation through acquisitions and organic growth. This
gives us the competitive advantage to provide a more differentiated
solution for our partners,” says Haiko Zuidhoff, Vice President for Asia
Pacific.
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< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO 2021 Financial highlights
EUR MILLION, UNLESS STATED OTHERWISE
2021
HIGHLIGHTS
2021 Revenue Gross profit Operating EBITA Free cash flow Result for
FINANCIAL
the year
HIGHLIGHTS
GLOBAL
24% 29% 54% 1% 73%
PRESENCE
25% on a constant 30% on a constant 55% on a constant EUR 1.5 million
HISTORY currency basis currency basis currency basis 2020: EUR 277.4 million EUR 207.2 million
3,435.3 836.3 373.6 278.9 2020: EUR 120.1 million
SHAREHOLDER 5,000 1,000 500 400
INFORMATION
ABOUT IMCD
OUR BUSINESS
GROUPS
Cash earnings
2,500 500 250 200
per share
53%
STRATEGY &
BUSINESS
PERFORMANCE
EUR 4.64
GOVERNANCE 0 0 0 0
2020: EUR 3.03
2017 2018 2019 2020 2021 2017 2018 2019 2020 2021 2017 2018 2019 2020 2021 2017 2018 2019 2020 2021
FINANCIAL
STATEMENTS by region by region by region* by region*
2021
Dividend proposal
33 % 30 % 28 % 33 % in cash per share
Americas
59%
Americas 47 % Americas 45 % Americas 43 %
49 %
1119.6 EMEA 250.5 113 EMEA 101.8 EMEA
EMEA
1601.6 180.3 131.3
411.7
21 % 21 % 27 % 23 %
Asia-Pacific Asia-Pacific Asia-Pacific Asia-Pacific
EUR 1.62
714.1 174.2 109.7 71.4 2020: EUR 1.02
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Key Figures
FOREWORD BY
THE CEO
EUR MILLION 2021 2020 1 CHANGE
2021
HIGHLIGHTS
Results
2021 Revenue 3,435.3 2,774.9 24%
FINANCIAL Gross profit 836.3 647.5 29%
HIGHLIGHTS
Gross profit as a % of revenue 24.3% 23.3% 1.0%
GLOBAL Operating EBITA 2 373.6 243.2 54%
PRESENCE Operating EBITA as a % of revenue 10.9% 8.8% 2.1%
Conversion margin 3 44.7% 37.6% 7.1%
HISTORY
Net result before amortisation / non-recurring items 267.7 168.3 59%
SHAREHOLDER Result for the year 207.2 120.1 73%
INFORMATION
Cash flow
ABOUT IMCD
Free cash flow 4 278.9 277.4 1%
OUR BUSINESS Cash conversion margin 5 72.6% 109.4% (36.8%)
GROUPS
Balance sheet
STRATEGY &
BUSINESS
Working capital 612.5 443.7 38%
Total equity 1,461.4 1,252.4 17%
PERFORMANCE Net debt 940.0 727.0 29%
Net debt / Operating EBITDA ratio 6 2.3 2.3 (0.0)
GOVERNANCE
FINANCIAL Employees
STATEMENTS Number of full time employees end of period 3,740 3,298 13%
2021
Shares
Numbers of shares issued at year-end (x 1,000) 56,988 56,988 0%
Weighted average number of shares (x 1,000) 56,940 53,750 6%
Earnings per share 3.64 2.23 63%
Cash earnings per share 7 4.64 3.03 53%
(Proposed) dividend per share 1.62 1.02 59%
1 The period ended 31 December 2020 has been restated as a result of a change in accounting policy detailed in Note 2 to the Financial statements
2 Result from operating activities before amortisation of intangibles and non-recurring items
3 Operating EBITA in percentage of gross profit
4 Operating EBITDA excluding non-cash share-based payment expenses, less lease payments, plus/less changes in working capital, less
capital expenditures
5 Free cash flow in percentage of adjusted operating EBITDA (Operating EBITDA plus non-cash share-based payment costs minus lease payments)
6 Including full year impact of acquisitions
7 Result for the year before amortisation (net of tax) divided by the weighted average number of outstanding shares
9
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO Global presence
2021
HIGHLIGHTS
HISTORY
SHAREHOLDER
1,120 1,009 48% 52% 1,602 1,698 46% 54% 714 1,033 54% 46%
INFORMATION
ABOUT IMCD
OUR BUSINESS
GROUPS
STRATEGY &
BUSINESS
PERFORMANCE
GOVERNANCE
FINANCIAL
STATEMENTS
2021
Worldwide
Revenue
EUR MILLION
1 International HQ 92 Offices 65 Laboratories 49% Male
3,435 2 Regional HQ’s 107 Warehouse locations 3,740 Employees 51% Female
10
< Contents page IMCD Annual Report 2021
2005 - 2014 Two rounds of private equity 2020 This year marks IMCD’s 25th anniversary, 2021
FOREWORD BY
THE CEO History investments enable accelerated growth over this
decade. IMCD strengthens its activities across EMEA,
enabling its suppliers to achieve pan-European
celebrating 25 years of innovation and value creation. In the APAC region we accelerated our growth in the personal
care market, strengthened our portfolio in life sciences, home
care, water treatment and waterborne coatings solutions with
2021 coverage, and enters new regions with acquisitions the acquisitions of Syntec, PT Megasetia Agung Kimia,
HIGHLIGHTS
and greenfield operations in Africa, Latin-America, Aquatech, Yuanhe Chemicals and RPL Trading.
2021 FINANCIAL and APAC.
HIGHLIGHTS 1995 Under the management of Piet van der Slikke Through acquisitions in the Americas region we
GLOBAL
several speciality chemical distribution companies 2014 Having become a global leader in strengthened our industrial market presence with Maquimex
PRESENCE within Internatio-Müller are combined as a separate distribution of speciality chemicals and ingredients, in Mexico and fully integrated Millikan and Banner Química.
division which starts to grow its activities in EMEA and IMCD’s shares are successfully listed on the Euronext We expanded in Central America, Peru, and the Caribbean
HISTORY
Australia, establishing a new player in the field of stock exchange in Amsterdam. with Andes Chemical Corp. In Colombia we entered into new
GOVERNANCE the APAC region in the pharmaceutical sector, to We enhanced our technical capabilities with the launch of
improve IMCD’s leading position in the distribution a ultra-high temperature (UHT) pasteurisation laboratory
FINANCIAL of pharmaceuticals. We expanded the footprint of in Jakarta, Indonesia. The facility is designed to support
STATEMENTS
2021 2015 - 2019 IMCD expands further in North our Food & Nutrition business with VitaQualy complex ingredient formulations in the application of dairy,
2001 - 2004 Management and NIBC Private American (US / Canada) and successfully establishes Comercio de Ingredientes in Brazil and Millikan in beverages and soups.
Equity acquire the company from Internatio-Müller. a national US footprint, providing suppliers and Mexico, our Advanced Materials Business with
The name of the stand-alone company is changed to customers with coast-to-coast coverage and Kokko-Fiber, and our Personal Care business with IMCD hired chefs to join their technical team, making us
“IMCD”. IMCD adopts a single IT platform in Europe expertise. It furthermore strengthens its presence in Ejder Kimya in Turkey and Banner Química in Mexico. the first food ingredients distributor and formulator to offer
and a matrix organisation along geographical lines Latin America, adding Colombia to its geographical Meanwhile, the teams at Unired Químicas, Neuvendis customers chef-led concept development.
and end markets, enabling distribution on a broad reach, and in Asia, with acquisitions in India, and DCS Pharma were fully integrated.
geographical basis. It also expands its services t o Singapore, and South-Korea. During these years,
regions such as Turkey, India, and Russia. IMCD develops its laboratories into a global network of We opened three new, inspiring office locations in
technical centres that support its business partners Cleveland, St Petersburg and Bangkok. And with three
with high quality technical advice and formulation enhanced technical centres for Food &
expertise. Nutrition in North America and Thailand and for
Personal Care in Thailand, our globe-spanning teams
2019 In March 2019, IMCD moved into the Dutch of technical and sales experts provide our customers
blue chip AEXindex. with the innovation and support they need to succeed. We were awarded a 2021 Gold rating from EcoVadis, a trusted
sustainability rating provider for global supply chains.
Gold means we are in the top 5% of all companies in our
industry in terms of sustainability.
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< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO Shareholder information
2021
HIGHLIGHTS
2021 FINANCIAL IMCD was first listed on Euronext Amsterdam on 27 June 2014, at an initial offer price of In 2021, the share price increased by 86.8% (88.2%
HIGHLIGHTS total return if dividends were to be reinvested), from
EUR 21.00 per share, resulting in a market capitalisation of EUR 11.1 billion. In March 2015, EUR 104.25 at the beginning of 2021, to a closing price
GLOBAL
PRESENCE IMCD shares were included in the Euronext Amsterdam Midcap Index and in July 2015, at December 31, 2021 of EUR 194.70. As at the end of
Euronext launched share options on IMCD. Since 2019, IMCD shares are included in the 2021, IMCD’s market capitalisation was EUR 11.1 billion
HISTORY
(EUR 5.9 billion at year-end 2020).
Euronext Amsterdam AEX Index.
SHAREHOLDER
INFORMATION
Investor relations policy
ABOUT IMCD A total of 57 million (56,987,858) shares have been For Euronext Amsterdam the average daily volume was
issued; this number did not change in 2021. IMCD's 136 thousand in 2021 versus 159 thousand in 2020. The IMCD values maintaining an active dialogue with its
OUR BUSINESS
GROUPS market capitalisation as per the end of 2021 was average daily value of the shares traded on the Euronext financial stakeholders, like its current and potential
EUR 11.1 billion. As at 31 December 2021, IMCD held Amsterdam was EUR 21.3 million in 2021 compared with shareholders, brokers and the financial and other
STRATEGY & 44,300 treasury shares (31 December 2020: 90,017). In EUR 13.3 million in 2020.
BUSINESS media. IMCD considers it very important to explain
2021, IMCD transferred 45,717 shares from own shares
PERFORMANCE to settle its annual obligation under its long-term
incentive plan.
GOVERNANCE
Share price performance 2021
FINANCIAL
STATEMENTS Share price performance in 2021 IMCD AEX MSCI World Midcap
2021
In %
12
< Contents page IMCD Annual Report 2021
ABOUT IMCD 0 0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
13
< Contents page IMCD Annual Report 2021
STRATEGY &
BUSINESS Investor relations
ir@imcdgroup.com
PERFORMANCE
www.imcdgroup.com/en/investors/contact
GOVERNANCE
FINANCIAL
STATEMENTS
2021
14
< Contents page IMCD Annual Report 2021
INSIGHT
Future-focused sustainable
solutions in coatings and
construction
The impact of COVID-19 in 2021 brought new opportunities and
challenges to the coatings & construction industry. Disruptions
to the supply chain have become a persistent global issue,
and manufacturers are dealing with limited capacities coming
together with supply chain shortages and logistic constrains.
However, our strong local setups from stock to laboratories
and the innovative thinking and commitment of our people has
created new opportunities.
Sustainable solutions
We think in terms of the final product and how we can improve it. As a
distributor, we can be more flexible on the solution. When working with our
principal suppliers, we try to challenge them to go further when it comes to
sustainability. And we curate our portfolio to include solutions that can
contribute to a greener world.
“Green and sustainability trends are driven by the consumers and
society. We are stepping into the driver’s seat to help our industry
make the change to a smarter and circular tomorrow.”
Frank Schneider
Business Group Director IMCD Coatings & Construction
15
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO About IMCD
2021
HIGHLIGHTS
2021 FINANCIAL IMCD is a market leader in the sales, marketing and distribution of speciality chemicals speciality chemicals distribution industry will continue
HIGHLIGHTS to be shaped by the following trends:
and ingredients. We began in 1995 as a small group of companies with a common
GLOBAL
PRESENCE ambition and a harmonised business model. From there, we have grown to have a global 1. Selective outsourcing
footprint in over 50 countries on six continents. In 2021, our 3,740 employees generated The outsourcing of sales, marketing and distribution
HISTORY
to a more limited number of third-party distributors,
revenue of over EUR 3.4 billion. Today, we are an increasingly digitised distributor remains an important part of the channel strategy of
SHAREHOLDER
INFORMATION unlike any other: we are formulation experts and solutions providers who continuously suppliers. The greater complexity in the breadth of
add value. speciality products, lower order volumes and specific
ABOUT IMCD
customer requirements in the various end markets are
OUR BUSINESS expected to drive outsourcing to a decreasing number
GROUPS
IMCD’s technical expertise and formulation support are pharmaceutical ingredients. Diverse, complex and of speciality chemicals distributors.
STRATEGY & strengths that differentiate us from our competitors. international markets require suppliers with first-class
BUSINESS With our in-depth understanding of consumer trends, knowledge and support. For this reason, IMCD invests 2. Preferred partnership
our highly skilled and results-driven professionals heavily in technical expertise and application know-how, Suppliers in developed markets are generally looking for
PERFORMANCE more structured pan-regional management of sales and
innovate with our comprehensive product portfolios to as well as sales and marketing excellence.
GOVERNANCE provide market-focused solutions that meet the needs distribution. By entering into a sole third-party rights
of customers across our eight business groups. By But we go further than that. Both our suppliers and of distribution relationship with a preferred distribution
FINANCIAL
partnering with IMCD, our suppliers benefit from our our customers benefit from IMCD’s ability to simplify partner for multiple countries or regions, suppliers are
STATEMENTS
2021 market intelligence and accelerated growth through their business, providing access to numerous partners, able to significantly simplify and optimise their route-
direct access to markets across the world. without the complexity that this usually involves. In to-market.
our unique position, we are instigators of innovation,
contributors of insight and safeguarders of timely 3. Increased regulation
In sophisticated markets, increasing regulation will
Our market supply. The speciality chemicals distribution market is
still made up of large global or pan-regional companies require chemical distributors to obtain a certain
The products in our portfolio are used in almost every and a large number of local players, often family-owned. minimum scale in order for them to be able to fully
aspect of daily life, ranging from home, industrial and There is strong demand from major suppliers for comply with the requirements at an affordable cost.
institutionalised care, personal care, food & nutrition pan-regional distributors who can streamline business In order to be compliant, smaller distributors may
and pharmaceuticals to lubricants & energy, coatings & operations and work as a strategic partner to support need to upgrade their facilities or alter their processes.
construction, advanced materials and synthesis. long-term growth. Smaller, locally-oriented distributors that currently do
not comply with the additional requirements generally
The constant demand for product improvement As a result, further consolidation within the sector is are required to make comparatively large investments
and higher performance drives the requirement taking place with an ongoing focus on local excellence to comply, whereas larger distributors can more easily
for innovative speciality chemicals and food and and technical expertise. The rationalisation of the global make such investments due to their scale.
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< Contents page IMCD Annual Report 2021
Our business model and technical expertise. A single point of contact, activities, IMCD provides distribution and other
FOREWORD BY coordinated inventory management, business process ancillary services. Wherever possible, IMCD outsources
THE CEO
In close cooperation with its key stakeholders, IMCD integration and the digitisation of transactions are its physical distribution and other ancillary activities,
2021 strives for operational excellence in all aspects of its all examples of the benefits that IMCD brings to its such as warehousing, bulk breaking, mixing, blending,
HIGHLIGHTS business operations. With the overarching principles of suppliers, which in turn accelerate their value-added packaging and labelling to professional third-party
2021 FINANCIAL product stewardship and fostering open relationships growth. At the other end of the value chain, IMCD logistics service providers.
HIGHLIGHTS with its partners, IMCD aims to create long-term value focuses on its customers: manufacturers that need
across its value chain. speciality chemicals for the production of end products. Technical expertise
GLOBAL
PRESENCE IMCD strives to make a positive impact for both its
Core activities By maintaining a large and diverse product portfolio, business partners and society as a whole. Its technical
HISTORY IMCD's core activity is the sales, marketing and IMCD offers its customers a broad range of solutions experts analyse new technologies and proactively offer
distribution of speciality chemicals and food and to meet specific requirements. IMCD aims to develop innovative solutions for the constantly developing
SHAREHOLDER
INFORMATION pharmaceutical ingredients. By building strong lasting customer relationships by providing customers and demanding markets in which IMCD operates.
relationships, IMCD seeks to simplify its suppliers' with quality assurance and highly specialised product Together with its business partners, IMCD turns market
ABOUT IMCD business operations while supporting growth through knowledge, alongside technical advice and formulation trends into sustainable products that benefit the
OUR BUSINESS
its extensive local networks, market intelligence support. In addition to its sales and marketing lives of consumers worldwide and help reduce the
GROUPS environmental impact.
STRATEGY &
BUSINESS
In 2021, we continued to optimise our ways of working
by a more intensive use of our virtual platforms, while
Technical Market knowledge
PERFORMANCE focusing on the following areas:
expertise (Local/Regional)
GOVERNANCE
A. New product analysis and development
FINANCIAL We work in close collaboration with our customers’
STATEMENTS R&D departments, carrying out competitive matching,
2021
Extensive Sales team sharing new application opportunities and assisting
customer (Local) in the formulation of the most effective and
coverage innovative products.
B. Customer seminars
Technical We developed over 500 digital marketing campaigns
Partnership expertise and and organised more than 100 webinars for our
approach sustainable customers, around the world, to introduce new
innovation additions to our portfolio, share insights on the latest
market trends or present solutions to production
processing challenges. Across our global network
of technical centres, customers can test product
Global Speed and
performance, run stability and application tests and
reach flexibility
experience the finished product with the support of our
scientific and technical teams.
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< Contents page IMCD Annual Report 2021
C. Supplier workshops
FOREWORD BY Within our technical centres, suppliers are able to gain
THE CEO
an understanding as to how their products interact
2021 and function (in combination with other products
HIGHLIGHTS from within the IMCD portfolio) as part of a finished
2021 FINANCIAL formulation. This understanding and market trend
HIGHLIGHTS awareness means we are able to assist our suppliers
with the development of new product concepts.
GLOBAL
PRESENCE
D. Internal training
HISTORY Workshops and training sessions on site and through
our e-learning tools are in place, for IMCD teams across
SHAREHOLDER
INFORMATION the globe ensuring our people stay abreast of market
trends and developments and fully understand the
ABOUT IMCD functionality and characteristics of our portfolio, so that
OUR BUSINESS
we can better support our customers.
GROUPS
STRATEGY &
BUSINESS Our organisation
PERFORMANCE IMCD's business is organised into a number of strategic
market sectors with dedicated business groups in “Our experts
GOVERNANCE
each country where we operate. This matrix structure chemists and
FINANCIAL enables us to provide fully integrated and coordinated
STATEMENTS distribution services on a global scale and facilitates technical teams offer
2021
the exchange of commercial and technical expertise customers both local
across our organisation. In this way, our expert Americas and Asia-Pacific. In addition, our global
chemists and technical teams can offer customers headquarters in the Netherlands provides guidance, market insights and
both in-depth local market insight and state-of-the-art alignment and central policies with regards to application
application knowledge. sustainability, digitalisation, IT, HR, finance & control
and compliance, among other functions. knowledge.”
Each end market is managed by business group
management to ensure the same high level An overview of our business groups is provided on the
performance across the IMCD organisation. In turn, following pages.
IMCD’s country management is responsible for the
optimisation of our services to customers locally,
throughout the various market segments.
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< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO Our business groups
2021
HIGHLIGHTS
IMCD has a strong position in EMEA, Asia-Pacific and Americas
2021 FINANCIAL
HIGHLIGHTS in several different life science and industrial end markets.
GLOBAL
PRESENCE
HISTORY
SHAREHOLDER
INFORMATION
ABOUT IMCD
OUR BUSINESS
GROUPS
STRATEGY &
BUSINESS
PERFORMANCE
GOVERNANCE
Home Care and I&I Pharmaceuticals Beauty & Personal Care Coatings & Construction
FINANCIAL
STATEMENTS
2021
19
< Contents page IMCD Annual Report 2021
Air care
We developed a new liquid laundry concentrates in • requires less packaging; Claudia Sturm
response to consumer trends and demands for • eliminates the complicated requirements of Application Laboratory Manager
‘greener’ solutions, reduced packaging and lower encapsulating a liquid in water-soluble films.
water consumption during manufacturing. We
wanted to simplify current manufacturing and Our objective was to develop a 25ml liquid
formulation processes and create new formulations concentrate from economical, to eco-balanced and
that perform equally well and ensure clean laundry. ecological formulations. We also needed to ensure
product stability for at least four weeks at
Although liquid laundry capsules are becoming temperatures ranging from 5 to 37°C, and deliver no
increasingly popular thanks to their convenience, reduction in the efficacy of the product.
they do have limitations. Consumers cannot alter the
dose to match the size of load, degree of soiling, or Leading through innovation
the water hardness in their area. We can now offer customers three families of liquid
laundry concentrate. Thanks to thorough
Cost-effective eco cleaning development and testing, our new formulations
There are many formulation and processing enhance laundry performance and are ready for
constraints for manufacturing liquid laundry immediate use. The impact on water consumption is
concentrates. The solution was not simply to double significant: they enable our customers to benefit
the amount of active ingredient. We set out to deliver from up to 95% reduction in water consumption
a concentrate that: during manufacturing.
• further enhances convenience compared to
traditional powdered detergents;
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< Contents page IMCD Annual Report 2021
Pharmaceuticals
TOMORROW’S PHARMACEUTICAL INDUSTRY
trends that impact our industry
22
< Contents page IMCD Annual Report 2021
IMCD PHARMACEUTICALS
CASE
system
consumers, but that also
fulfils current trends and is
fully sustainable.”
During lockdowns, consumers globally have spent more time learning about
Bora Turan
ingredients and procedures that might support their immune response against
Director Nutraceuticals
potential threats. Functional foods are becoming more popular. But consumers
are tired of pills and potions, they are looking for alternative, easy-to-take
supplements. And if possible, these should also meet their values regarding
sustainability, clean label, green and plant-based.
A palatable supplement without sugar? based on relevant science, which is ‘market ready’
Our Nutraceuticals team rose to the challenge. The and compliant with local regulations. This will enable
goal was to develop a stable, pleasant-tasting and our customers to quickly launch new and innovative
commercially viable product with a high dose of products to meet consumer needs in their markets.
active ingredients. And make it vegan and sugar free.
We were looking to make an effective supplement For our suppliers, this concept highlights their
suitable for both adults and children, to incorporate products innovatively and opens the door to new and
botanicals and vitamins to support immune health. promising opportunities for promoting their
But it still needed to taste great. ingredients in gummy applications.
Of all the possible formulations, a vegan, sugar-free The gummy formulation provides a base for use with
gummy containing multiple botanical ingredients other active ingredients and to target other health
won the day. This is a new and innovative solution categories, besides immune health. We have used
and it meets consumer demands. this to create other concept offerings. Our Cardio
Gummy is formulated with cardiovascular disease in
Gummies are a promising concept mind, a key category that can benefit from
Our gummy solution provides inspiration for our supplementing a healthier lifestyle.
customers to use in their own development. They
can be confident that it is possible to develop high
dose gummy formulations. We now have a concept,
23
< Contents page IMCD Annual Report 2021
IMCD works with the world’s leading suppliers to Skin care Sun care Celebrating individuality
integrate an extensive portfolio of high-quality Offering beauty products that
ingredients into our trend-based prototypes. Our meet every skin and hair need.
technical and market segment experts working in
our network of global application laboratories seek Making a positive impact
the most effective solutions with demonstrated Trusting committed beauty
performance and innovative ingredients. We turn brands that care for people and
valuable opportunities into commercial growth and planet.
success for our partners.
• Actives
• UV sunscreens
• Rheology modifiers, thickeners
• Surfactants, emulsifiers
• Emollients, elastomers, humectants, waxes
• Film formers, functional powders
• Hair styling polymers, hair conditioners
• Solvents, solubilizers
• Pigments, pearls, colorants Read more >
• Opacifiers, pearlisers
• Preservatives, antioxidants, additives Toiletries Oral care
• Fragrances, essential oils
24
< Contents page IMCD Annual Report 2021
26
< Contents page IMCD Annual Report 2021
• Taste
• Texture
• Nutrition
• Function
28
< Contents page IMCD Annual Report 2021
of market-leading probiotic
recognised taste and texture
for a major brand. We are
pleased our out-of-the-box
To retain market share, our customer needed a new Our experts rose to the challenge Boey Teng Ann
reduced-sugar formula for their probiotic dairy Our challenge was complicated by the reputation of Sales Manager
beverage. Without a new formula, they would not this brand and product. Consumers throughout Asia,
meet the new requirements. Consequently, they and the rest of the world, know and love the specific
would no longer be able to advertise and would lose mouthfeel and taste. Changing the product texture
market share and revenue. and taste could damage the brand’s reputation.
The customer asked our team in Singapore to help Ready for market expansion
develop a formula for a sugar-free version. Simply Now our customer has embraced the pectin solution,
eliminating sugar changed the viscose drink into a they know how to produce sugar- and sweetener-
watery substance in which the proteins formed a free, low pH dairy beverages with good mouthfeel
sediment. What could replace the sugar and retain and suspension properties. They can use this to
the mouthfeel and suspension properties? launch a new range of sugar-free ready-to-drink diary
beverages. The technology can also be applied to
other low pH beverages such as fruit juices and
29
selected teas.
< Contents page IMCD Annual Report 2021
We also supply speciality chemicals for use in all Emissions reduction and
segments of the oil, gas and fuel markets, from sustainability are key issues for
upstream exploration, to midstream processing Automotive lubricants Industrial oils the lubricants & energy sectors.
(storing and transportation), through to downstream Our teams stay informed on these
refineries, petrochemical plants and final processing topics, to uncover innovative
of the fuels used by consumers at the end of the solutions for a cleaner future. We
supply chain. consider the latest developments
that allow brands to future-proof
To accelerate progress towards a sustainable future, their energy strategy in smart
we strive to supply more raw materials from and, convenient ways.
renewable sources and with reduced environmental
impact. We also focus on speciality chemicals that
reduce the production of CO2 in their application,
reduce emissions, and/or decrease energy
consumption. Metalworking fluids Fuels
30
< Contents page IMCD Annual Report 2021
resistant grease
contribution to this project.
We have acted as a strong
and reliable partner for our
customer,
Lubricants and greases are crucial to everything that has moving parts. demonstrating both technical
They ensure smooth operation, reduce wear and tear, and extend the life-span and supply chain expertise
of machinery and equipment. Specialised lubricants and greases can improve that delivered a successful
efficiency and so contribute to reducing emissions. outcome.”
One of our customers was needed support in Using our material, the customer was able to achieve Cory Lewis
developing a new industrial calcium sulfonate grease an 800 kg weld result, and 60 lbs on the Timken OK Technical Account Manager
for the North American and Mexican markets. It also Load test. It also achieved a water washout of less
had plans to expand production and distribution to than 1%.
Europe, so it wanted IMCD's help to develop a new
product as well as our expertise in technical and Success through teamwork
supply chain matters. We worked closely with the customer and our
top-tier supplier to identify the optimum ingredients
High-performance grease for the customer’s new formulation. We also called
The new calcium sulfonate grease complex is on resources from other parts of our own
intended for use in continuous casting in steel mills organisation. We delivered product development
and hydraulic hammers. The traditional grease used expertise and helped the customer with the
in these applications contains lithium which is not commercial, supply chain and logistics aspects of
only becoming increasingly difficult to source, but marketing their new product.
also has corrosive properties. The challenge was to
develop a calcium sulfonate grease with maximum Our customer is very satisfied with our contribution
weld load and Timken OK Load test performance, the to their complex project. They are now able to
test used to determine the load-carrying capacity of manufacture a new calcium sulfonate grease and
greases. The grease should also have excellent water distribute this throughout North America and
washout resistance too, i.e. limited washout of Mexico. With our assistance, they also have a supply
grease by water from a bearing, when tested under chain in place and can also launch their new product
specific conditions. in the European markets.
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< Contents page IMCD Annual Report 2021
Synthesis
PRODUCTS FOR TOMORROW
• Additives
• Bio-based chemicals
• Catalysts
• Intermediates
• Monomers
• Organic building blocks
• Processing aids
• Reactive diluents
• Solvents
• Surfactants
32
< Contents page IMCD Annual Report 2021
IMCD SYNTHESIS
CASE
development and
at the customer-supplier
interface. Our unique position
means we can create
33
< Contents page IMCD Annual Report 2021
Advanced Materials
A SUSTAINABLE TOMORROW
trends that impact our industry
34
< Contents page IMCD Annual Report 2021
35
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO Strategy & Business
2021
HIGHLIGHTS
2021 FINANCIAL As a leading speciality chemicals distribution partner, IMCD has an important role to play In line with this, Partnership is the third of our
HIGHLIGHTS IMCD values. Some business cultures thrive trough
in society, including by protecting health and welfare, improving economic prosperity and constructive conflict and competition; in IMCD,
GLOBAL
PRESENCE helping to create a more sustainable future. however, we value employees who develop and maintain
positive partnerships with suppliers and customers - for
HISTORY
many fruitful years.
SHAREHOLDER IMCD strives to be the global sales channel partner Firstly, Entrepreneurship is one of our core
INFORMATION of choice – a distributor who suppliers of speciality values, which we apply for instance when we hire Integrity and trust are non-negotiable and are as valid
chemicals and ingredients turn to for first-class senior managers from external sources: in our in a small country in an emerging market as in a large
ABOUT IMCD
technical expertise and solutions that help them interview process we select individuals with proven country with a mature market. Our country Managing
OUR BUSINESS innovate and align their business operations to realise entrepreneurial experiences or capabilities. Finding Directors are the guardians of this value; they know and
GROUPS their growth targets. highly educated, knowledgeable talent in the chemical apply our business principles on a daily basis. We have
industry is not an easy task, and we make it even zero tolerance for anyone who displays conduct or takes
STRATEGY &
BUSINESS Our culture harder by insisting on the candidate having previous decisions not aligned with our values.
Culture and values are important to us. They are entrepreneurial experiences; after all, we know very well
PERFORMANCE needed to guide behaviours and decisions of managers what type of individual will flourish in IMCD. IMCD maintains facilities for its employees and
GOVERNANCE
and employees in a desired direction and in a certain partners to report irregularity or incident to the Group
manner. Our business strategy has been very stable and Freedom to act is another value that allows the type Compliance Officer, either by direct contact or through
FINANCIAL clear, so individuals know in which direction we want to of person described above to make best use of their the use of the IMCD Ethics and Compliance Hotline.
STATEMENTS
2021
move the company. talents. We believe that the best decisions are those This hotline, hosted by an external independent party,
that are taken close to the local market and benefit offers a secured digital portal, accessible 24/7 across
In an entrepreneurial business like IMCD, where the our customers and we don’t want to stifle sound the globe, and the option to report anonymously
freedom to act is key, we cannot - and do not - want local judgement with too many centralised policies,
to simply set out the desired employee behaviour in processes, rules and regulations. The last but not least of our values is Financial
detailed handbooks: instead, we outline the principles discipline. We report our finances and financial
that guide decision making and conduct. Our values Thirdly, since we operate as the middle-man between transactions transparently and in a timely manner
cut across borders, languages and cultures and are the suppliers (that's to say large chemical companies and through global ERP and Business information systems.
same everywhere, at all times. ingredient producers) and our customers, we face When we acquire company, we immediately start a
commercial realities on two ends of the spectrum. change process to implement our integrated risk and
The combined IMCD values and behaviours of We know that these commercial roles are best control framework together with our global IT systems
employees define the IMCD culture. Here are a couple of performed by individuals who seek common grounds, and applications.
examples that bring our culture to life. see opportunities, find solutions and act as true
partners for our suppliers and customers.
36
< Contents page IMCD Annual Report 2021
OUR BUSINESS
GROUPS
STRATEGY &
BUSINESS
PERFORMANCE
“With extensive local
GOVERNANCE
networks, market
FINANCIAL
STATEMENTS intelligence and first
2021
class technical
expertise and
solutions, we help
our suppliers and
customers simplify,
innovate and grow
their business
operations.”
37
< Contents page IMCD Annual Report 2021
FOREWORD BY
Our Value creation Mission
THE CEO Input Vision Output Outcome Impact
2021
HIGHLIGHTS Financial
Added value 29%
2021 FINANCIAL € 612.5 million
Organic
HIGHLIGHTS Technical Market knowledge gross profit
Working capital
expertise (Local/Regional) growth
GLOBAL
PRESENCE
2.3
Net Debt / Financial
HISTORY
Operating ebita
9% resilience
Extensive Sales team Acquisition
SHAREHOLDER
INFORMATION customer (Local) gross profit
Infrastructure
coverage growth
ABOUT IMCD 8
business groups
OUR BUSINESS
GROUPS
3 regions
Technical 10.9% Environment
Partnership expertise and EBITA margin
STRATEGY & 92 offices
BUSINESS 107 warehouses approach sustainable
65 laboratories innovation
PERFORMANCE
20%
GOVERNANCE Intellectual EBITA CAGR
Global Speed and (5 years)
FINANCIAL 43,000 reach flexibility People
STATEMENTS products
2021
Human At IMCD, we create a world of opportunity for our partners. It is our way of being, € 3.4 billion
working and why we are able to surpass expectation in everything we do. As our Revenue
3,740 proposition, it encapsulates the diverse nature, breadth and depth of opportunities
employees created for stakeholders when engaging with us. It is our purpose, our mission and
connects us under one common goal – to see beyond what is, to what will be.
63%
51% 49% Earnings
Product
female male per share
growth
Social & relational
56,000 Risks
customers € 1.62
Trends Dividend
Governance
2,600 per share
suppliers
Organisation
38
< Contents page IMCD Annual Report 2021
Our strategy • highly professional team of technical experts Finding suitable acquisition targets is an ongoing
FOREWORD BY supported by state-of-the-art digital tools process related to ensuring the right cultural and
THE CEO
IMCD aims to create value for its stakeholders through • ability to deliver organic and acquisition led growth business alignment. IMCD has strict acquisition criteria
2021 the pursuit of sustainable growth of its revenues that are, first and foremost, based on identifying
HIGHLIGHTS and results, driven by organic growth alongside Organic growth a strategic fit that provides a platform for further
2021 FINANCIAL strategic acquisitions where appropriate. First and IMCD's organic growth strategy has four main drivers: growth both geographically and in complementary
HIGHLIGHTS foremost, IMCD strives to increase market share for • increasing market share by outperforming through product markets. Acquisitions are always subject to the
the suppliers it represents. In addition, IMCD uses sales excellence availability of appropriate management attention and to
GLOBAL
PRESENCE its market intelligence and technical expertise to • investing in product and formulation know-how IMCD’s requirements for maintaining a strong balance
identify opportunities to grow its business across the • expanding with existing suppliers into additional sheet while limiting financial and operational risks.
HISTORY different geographies. geographies and adding new suppliers and products
to the portfolio The primary aim in all acquisitions is to support
SHAREHOLDER
INFORMATION The long-term strategy is in line with the • GDP growth in the different geographies where sustainable added-value growth for IMCD's suppliers
ongoing consolidation of the speciality chemicals IMCD operates and customers. Barring exceptional circumstances,
ABOUT IMCD distribution market, with manufacturers increasingly an acquired company should be able to contribute
OUR BUSINESS
looking to outsource to a select number of multi- IMCD aims to achieve organic growth that exceeds to IMCD's cash earnings per share from the date
GROUPS territory partners. market growth in general. Expanding our current of acquisition. The majority of our acquisitions are
supplier relationships and identifying new suppliers financed by our own strong cashflow and flexible
STRATEGY &
BUSINESS
As part of its approach, IMCD maintains a diversified who add value and choice for our customers is a loan facilities.
and asset-light business model with an outsourced fundamental aspect of our organic growth strategy. We
PERFORMANCE supply chain infrastructure. IMCD uses a multi-channel have a coordinated and focused approach towards both Newly acquired companies are integrated using a well-
approach to serve its customers; via personal contacts expanding market share of our existing products and structured integration programme that provides a swift
GOVERNANCE
as well as by providing 24/7 access to its online our own business development, with the aim of offering transition to IMCD's internal reporting, control and
FINANCIAL customer portal. All this provides us the flexibility full product portfolios across all geographies. compliance systems and ensures optimal realisation of
STATEMENTS and resilience to respond and adapt to changing operational and business synergies.
2021
circumstances and demands from both the market Acquisition growth
and society. IMCD benefits from a highly fragmented distribution
market and continuing consolidation trend, largely Opportunities, risks and resilience
Growth strategy execution driven by suppliers looking to optimise their sales
IMCD focuses on achieving growth through long-term channels. Since its formation, IMCD has acquired Identifying, assessing and managing risks and
partnerships combined with market expertise, technical more than 60 companies, resulting in a broad opportunities is a constant and integral part of IMCD's
development and innovation. This strategy has yielded geographical footprint globally. Using its extensive strategy execution and business operations.
solid growth based on the following strengths: network and in-depth market knowledge, IMCD pursues
• leading international sales, marketing and strategic acquisition opportunities to further expand Opportunities and focus areas
distribution platform focused on speciality chemicals and enhance its business model in both developed and IMCD is focused on growing the brands of its suppliers
and ingredients emerging markets. and customers. IMCD continues to pursue growth in all
• a diversified and resilient business model regions with the aim of maintaining a leading position in
• superior margin conversion and cash conversion the distribution of speciality chemicals and ingredients
• proven and committed management team locally and around the world.
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< Contents page IMCD Annual Report 2021
IMCD is actively exploring ways to optimise its services IMCD's long-term strategy to create sustainable growth
FOREWORD BY by digitalising its business processes even further. and value for its stakeholders.
THE CEO
IMCD's global and integrated customer relationship
2021 management systems and product management IMCD operates in different, often fragmented market
HIGHLIGHTS systems serve as the foundation for the further segments in multiple geographic regions, connecting
2021 FINANCIAL digitalisation of IMCD's business processes. The many customers and suppliers across a very diverse
HIGHLIGHTS evolution towards digital has been materialised by product range. In general, results are impacted
the introduction of the MyIMCD customer portal. by macroeconomic conditions and developments in
GLOBAL
PRESENCE MyIMCD is an easy to use collaboration environment, specific industries as well as by the ability to maintain
going beyond product search and self-service. On-line and expand commercial relationships and the timing,
HISTORY services and the added value offered by our sales teams scope and impact of acquisitions.
are converging and work synergistically; combining the
SHAREHOLDER
INFORMATION best of two worlds. Customers have 24/7 access to IMCD is financially resilient as a result of its wide
the portal, for example to download documents, ask geographical and market presence and its large number
ABOUT IMCD for samples, quotes or technical support, place orders of suppliers, customers and products. Fluctuations
OUR BUSINESS
and maintain an overview of all historical and actual in the price of basic raw materials generally have a
GROUPS information of the relationship. Combined with personal limited impact, given that the speciality products in
contact and bespoke actions of our sales teams, we IMCD's portfolios are highly functional and typically
STRATEGY &
BUSINESS
collaborate in the way the customer prefers and via any used in relatively low volumes. IMCD's resilience is
channel the customer desires. further enhanced by its outsourced supply chain
PERFORMANCE infrastructure and asset-light business model. IMCD's
Our customers increasingly search on-line for products, financial resilience is backed by a capital structure that
GOVERNANCE
solutions and formulations. IMCD embraces multi- is focused on flexibility, a strong balance sheet and
“IMCD is actively
FINANCIAL channel marketing activities to support the brands limited risk. exploring ways to
STATEMENTS of its suppliers in the most extensive way. By using
2021
marketing automation, IMCD aims to share the right An overview of the key risks to IMCD's strategy
optimise its services
information to the right person on the right time to execution and business operations and a description of by digitalising its
and as a result offers the right value to its business how IMCD assesses and manages these risks are given
partners. Well equipped with the knowledge and in the risk management section of this Annual Report.
business processes.”
formulation expertise of our suppliers we anticipate on
trends, challenges and innovations. Marketing is closely Management approach
connected with MyIMCD portal and IMCD's commercial As a responsible distributor and importer of chemicals,
teams to ensure adequate and quick response to the IMCD cares for the safety and health of people and the
customers’ needs. environment. IMCD ensures compliance with applicable
laws and regulations in the markets we serve, and
Risks and resilience recognises the importance of responsible distribution
The ability to pro-actively respond and adapt to within the lifecycle of chemical products.
changing circumstances and demands from both the
market and society is a prerequisite for the success of
40
< Contents page IMCD Annual Report 2021
To fully engage in its redefined compliance and Sustainability We are committed to offering products and solutions
FOREWORD BY sustainability plans, IMCD adopted a more centralised within our portfolio that focus on the health and
THE CEO
approach and re-organised part of its global IMCD recognises that, as it increases its global well-being of our consumers, the environment and
2021 organisation to take on this role. The resulting presence, the focus on sustainable management, - society, while managing our operational footprint in a
HIGHLIGHTS Regulatory, Quality and Sustainability organisation the place where business and sustainability meet -, responsible way.
2021 FINANCIAL reports directly to the Board of Management. Roll-out becomes increasingly more important. We believe that
HIGHLIGHTS of its strategy, policies, systems and digital tools will sustainable growth is not only measured by our social In 2018, IMCD started to work on defining its group-
continue in 2021. or environmental impact, but also by our efforts to wide sustainability approach and internal sustainability
GLOBAL
PRESENCE improve financial performance and embed this in the task force was established. The key areas which
IMCD's group companies are encouraged to take on an IMCD business model. IMCD strives to stimulate sustainable practices were
HISTORY active role in the local implementation and development identified. In 2021, these key areas were further re-
of relevant practices that contribute to the globally IMCD's contributions to the environment and society defined as part of the new materiality assessment, to
SHAREHOLDER
INFORMATION set agenda. begin with its suppliers and through its people, have more focus. The IMCD’s sustainability priorities
expanding throughout the value chain. The purpose support at least four of the United Nations Sustainable
ABOUT IMCD of IMCD’s sustainability approach is to grow the Development Goals (SDGs), in line with the Chemical
OUR BUSINESS
business while reducing its environmental footprint as Sector SDG Roadmap (published in July 2018 under the
GROUPS demonstrated through clear and measurable metrics. guidance of the World Business Council for Sustainable
STRATEGY &
BUSINESS Key areas for sustainability
PERFORMANCE
GOVERNANCE
FINANCIAL
STATEMENTS
2021
FINANCIAL ENVIRONMENT PEOPLE PRODUCT GOVERNANCE
RESILIENCE
Operating globally, in a fast-paced and IMCD takes the climate protection IMCD is proud of its people and Product stewardship is at the core Integrity is fundamental to the way
competitive market, exposure to risks seriously, as well as preparing and considers them to be its most of IMCD’s activities. Our regulatory IMCD does business. IMCD has strong
is inevitable. Being able to adapt to adapting for the associated risks and valuable asset by far. IMCD fosters and quality teams ensure compliant values and clear policies and standards
disruptions and rebound quickly during opportunities together with suppliers an international and entrepreneurial and sustainable performance, and our in place to ensure that its employees
adverse circumstances is paramount. and customers and in logistics. IMCD business culture that enables technical experts constantly analyse always act in an ethical manner. By
IMCD works hard to cultivate a continuously seeks to optimise its employees to develop in an inspiring new technologies and turn market asking our partners to do the same, we
culture of resilience, combining an daily operations and focus on reducing atmosphere. We believe that our trends into viable green, healthy aim to have a positive influence across
entrepreneurial spirit with sound greenhouse gas emissions and the diversity in gender and nationality and more sustainable applications, our value chain.
financials and reporting discipline. carbon footprint of our activities and contributes to our overall performance. formulations, and solutions. With
in the value chain. IMCD ensures the our Sustainable Solutions programme,
highest standards are applied for its IMCD champions the sustaionability
waste handling and disposal to avoid journey of its suppliers and
spills or environmental impact. de-complexifies the market and
the sustainability landscape for
its customers.
41
< Contents page IMCD Annual Report 2021
42
< Contents page IMCD Annual Report 2021
Key areas for sustainability and governance. For effective management, the IMCD's sustainability priorities align with targets
FOREWORD BY In 2021, IMCD was further shaping and implementing material topics were categorised in these four pillars relating to at least four of the SDGs that the chemical
THE CEO
its group-wide sustainability approach. We published and classified as core focus areas, sustainability sector identified as goals it could contribute to. These
2021 our 2020 Sustainability Report. We refreshed our enablers and areas to monitor. More information will be are shown below.
HIGHLIGHTS materiality matrix. We launched our "IMCD Sustainable included in the IMCD Sustainability Report for 2021
2021 FINANCIAL Solutions Framework”, a market-oriented programme which is set to be published mid-2022.
HIGHLIGHTS that promotes products with a better environmental or 3. Good Health and Well-Being
health performance compared to mainstream products The Global Supply Chain Management & RAQS Director
GLOBAL
PRESENCE in the market. In this way, we can use our role as heads the IMCD sustainability task force and as such
distributor to have a bigger impact than we otherwise responsible for managing and monitoring the climate IMCD is committed to product stewardship. Its technical
HISTORY would by focusing solely on our internal operations. change risks. He will lead the policy development of the experts constantly analyse new technologies and turn market
climate change agenda and bring additional executive trends into viable green, healthy and more sustainable
SHAREHOLDER applications, formulations and solutions. By putting this
INFORMATION Our approach to sustainability responds to the global oversight to this important strategic issue. Updates are
expertise to work for the benefit of our suppliers and
challenges for our planet and society as a whole and regularly tabled for discussion at the Executive customers, IMCD contributes to increased availability of
ABOUT IMCD is embedded in the IMCD business model. It tackles Committee. products with health and safety benefits, while reducing their
OUR BUSINESS
the most material topics to our business and our environmental footprint.
GROUPS stakeholders and translates our overall sustainability The Executive Committee will maintain oversight of our
efforts into tangible goals. climate related financial activities, reporting and risk
STRATEGY & 8. Decent Work and Economic Growth
BUSINESS
management. The Management Board discussed the
In our 2020 Sustainability Report published in July strategy with regards to climate change with the
PERFORMANCE 2021, we provided a clear carbon emission reduction Supervisory Board in 2021.
target per million EUR EBITDA which we track IMCD employs over 3,700 people globally and, through its
GOVERNANCE operational activities, reaches some 2,600 suppliers and
every year. This way we can manage our progress Sustainability reporting
more than 56,000 customers. This means that IMCD plays a
FINANCIAL and demonstrate our commitments to improving In 2021, IMCD published its Sustainability Report for the key role in generating rewarding work opportunities, providing
STATEMENTS our performance. year 2020. The report shows IMCD's performance in fair working conditions and contributing significantly to
2021
figures and and provides further insight into the group's economic growth, both directly and indirectly.
An inclusive approach with a forward-looking operations, locations and environmental impact.
perspective on sustainability was taken when re- Thanks to improvements in how sustainability data is
assessing the IMCD materiality. Together with an being collected, IMCD has been able to broaden the 12. Responsible Consumption and production
external advisor IMCD held a project covering a scope of the group entities included in the report.
desk research, interviews of internal and external
stakeholders and workshops. In line with GRI SDG alignment 13. Climate Action
standards, the refreshed materiality topics reflect IMCD supports the initiative by a selection of leading
IMCD’s significant economic, environmental and social chemical companies and industry associations to
impacts, and substantively influence the assessments translate the United Nations Sustainable Development By simplifying its suppliers' supply chains on a local and a
and decisions of stakeholders. Outside-in and inside- Goals (SDGs) into a Chemical Sector SDG Roadmap global scale, IMCD enhances process efficiency, increasing
out impacts were assessed to comply with double (published in July 2018 under the guidance by the efficiency in the use of resources while reducing emissions,
energy consumption and waste. IMCD not only achieves
materiality. The IMCD sustainability task force identified World Business Council for Sustainable Development). this for its partners, but is also committed to working in a
four key pillars in which IMCD strives to stimulate responsible, ethical and sustainable manner at all times itself.
sustainable practices: environment, people, product
43
< Contents page IMCD Annual Report 2021
INSIGHT
The world has witnessed exponential economic growth, and with it an exponential
rise in GHG emissions. On top of this COVID-19 has caused a major disruption to
people's lives and livelihoods. While the pandemic is a setback for sustainable
development, the SDGs along with the 2030 Agenda and the Paris Climate
Agreement provide the right compass for leaving a positive impact on the
environment and society going forward.
44
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO Performance
2021
HIGHLIGHTS
2021 FINANCIAL Despite the continuing challenging market conditions, including persistent supply chain the relationships with our major suppliers and to use
HIGHLIGHTS our network to start-up new distributorships and offer
constraints and COVID-19 related restrictions, the outcome of 2021 was a very strong. pan-regional services. This strategy is supported by
GLOBAL
PRESENCE All regions delivered double digit EBITA growth in 2021. In addition to the strong organic having operating companies with well-trained people
EBITA growth, we realised substantial acquisition EBITA growth, which is the result of the in most countries we work in supported by technical
HISTORY
application laboratories and an integrated and modern
full year impact of acquisitons completed in 2020 and 2021. IT system (commercial, distribution and financial). We
SHAREHOLDER
INFORMATION further continue to strengthen our market groups and
We achieved successes in the further execution of our strategy, with acquisitions technical capabilities to manage our strongly increasing
ABOUT IMCD
in Turkey, the Netherlands, Austria and Southeast Europe, South Africa, Colombia, business and to exploit group synergies.
OUR BUSINESS
GROUPS
Caribbean and Central America, Mexico, Indonesia, China and Australia/New Zealand. The number of employees increased from 3,298 at
the end of 2020 to 3,740 as at the end of 2021. The
STRATEGY &
BUSINESS Through our technical, marketing and supply chain expertise, IMCD continues to deliver increase in our well diversified and highly qualified
sustainable added value and growth to both its customers and principal partners in more employee base further facilitated business growth in
PERFORMANCE all regions. We are tracking our staff turnover and
than 60 countries. retention figures carefully especially in these post-Covid
GOVERNANCE
times. As training and development opportunities are
FINANCIAL effective ways of realising employee engagement and
STATEMENTS The year 2021 can be characterised as another imbalance between strong demand and supply at the commitment, we continue to enable our employees
2021
challenging year, with strong growth in a dynamic global levels, has intensified shortages and led to price development via our digital e-learning platform as well
environment. Although the pandemic continued to volatility, affecting many countries and sectors. as through business group specific courses.
pose unprecedented challenges for our people and
the communities where we operate, the dedication, Despite the continuing challenging market To support customers’ technical needs, IMCD operates
resilience and flexibility of our teams and the solid circumstances, the financial resilience provided by 65 application laboratories, spread across the world,
fundamentals of our business model resulted in a IMCD’s multi-market and geographical coverage, sharing detailed application knowledge relating to
strong performance. Throughout the pandemic the combined with its diversified supplier and product its comprehensive speciality ingredient portfolio from
health, safety and wellbeing of our employees and our portfolio, have enabled IMCD to deliver very strong leading supplier partners. Together with IMCD's
business partners have been first priority. results in 2021. business partners, IMCD's technologists are developing
innovative application concepts. IMCD's state-of-the-
Compared to 2020, many of the economies we operate Commercial and organisational art laboratory facilities also play an important role in
in showed a strong rebound in growth in 2021. Global IMCD’s strategy centres on deepening and extending its training and sharing knowledge with the IMCD sales
shipping disruptions and input shortages kept the pan-European network and expanding its base in the force, ensuring they stay abreast of market trends and
industry from expanding production in line with the Americas, Asia Pacific and the Middle East & Africa.
rapid growth in demand for manufactured goods. The Part of this strategy is to strengthen and intensify
45
< Contents page IMCD Annual Report 2021
developments and fully understand the functionalities marketing, we reach prospects and customers looking
FOREWORD BY and characteristics of the products in the portfolio. for relevant products and services and we target
THE CEO
prospective leads to promote our product portfolio and
2021 As part of the strategic move to increase its regional the technical services we offer. We closely monitor
HIGHLIGHTS technical footprint, in 2021, IMCD opened an ultra- customer behaviour and interests by using marketing
2021 FINANCIAL high temperature (UHT) pasteurisation laboratory in automation tools and data analytics on our IMCD and
HIGHLIGHTS Jakarta, Indonesia. The facility is designed to support affiliate websites. This data is used to continuously
complex ingredient formulations in the application of improve our efforts and serve our prospects and
GLOBAL
PRESENCE dairy, beverages and soups. customers in the best possible way, while providing
the sales teams with actionable insights. The global
HISTORY In 2021, IMCD relocated its Gurgaon office to Noida, and local digital marketing teams collaborate in IMCD's
Uttar Pradesh, India and expanded its laboratory global marketing network, sharing best practises
SHAREHOLDER
INFORMATION capabilities. The new location now houses laboratory and learnings.
space for Coatings and Construction that will cater to
ABOUT IMCD PAN India customers, as well as Beauty & Personal In 2021, we continued the roll-out and scale up of the
OUR BUSINESS
Care laboratory which will provide support to the North MyIMCD portal, our B2B platform that provides access
GROUPS Indian market. to product information and documentation and order
information, while also offering facilities to request
STRATEGY &
In addition to these technical centres, IMCD expanded product samples, place orders, and collaborate with our
BUSINESS
its laboratory facilities as a result of the acquisitions technical sales teams on a 24/7 basis. Our centrally
“With the expertise
PERFORMANCE of Megasetia (Pharmaceuticals, Personal Care and Med managed IT landscape allows us to work with uniform available in its
Tech) and Syntec (Personal Care). product, supplier, customer and market information,
GOVERNANCE
which enables us to quickly add all kinds of digital
laboratories and
FINANCIAL Digitalisation and IT functionalities to our MyIMCD portal. technical centres,
STATEMENTS We continue to optimise our global processes for
2021
(pre)sales, supply chain, health, safety, quality and In 2021 we further optimised our IT governance and
IMCD supports its
finance & control in order to assure operational cyber security processes and controls. customers with
excellence and an ongoing high level of service
to our business partners. Operational improvements Sustainability
complex ingredient
are facilitated via sophisticated, modern IT solutions IMCD is committed to championing its partners formulations. In
supported by external specialists. IMCD considers its sustainability journeys and to creating a world of
digital platform to be a key facilitator for its omni- opportunity for a sustainable future for our principals,
2021, IMCD
channel business model and for securing a leading customers, employees, and the communities we touch. succesfully increased
position in the speciality chemicals distribution market.
In July 2021, IMCD published its third sustainability
its technical footpint
In 2021, we made good progress with our omni- report, providing information about energy in the APAC region.”
channel marketing approach and in the further consumption, water use and greenhouse gas emissions
digitalisation of our business processes. Nowadays, for 2020, with again a further extended geographical
digital marketing is a key element of our commercial scope compared to the previous year. IMCD continues
activities supported by our digital tools. Through digital to work on improving its data recording and collection
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< Contents page IMCD Annual Report 2021
so that we can ultimately provide GRI-compliant On 6 January 2021, IMCD acquired 100% of the shares On 14 May 2021, IMCD acquired Siliconas y Químicos
FOREWORD BY integrated reporting on a global scale. in Ejder Kimya Ilaç Danışmanlık Sanayi ve Ticaret A.Ş. ("Siliconas"), based in Bogotá, Colombia. Siliconas
THE CEO
("Ejder Kimya"). Ejder Kimya is a Turkish chemicals is a speciality chemicals distributor and serves the
2021 The company has been awarded the EcoVadis Gold distributor of raw materials for personal care and personal care, coatings, silicones and other speciality
HIGHLIGHTS rating, a further reassurance for our partners that pharmaceutical products and food additives. It has a industrial markets and perfectly complements IMCD's
2021 FINANCIAL we meet the sustainability standards in all business strong, solid position in the personal care market in existing pharmaceuticals, food and nutrition business in
HIGHLIGHTS areas. It demonstrates the progress in integration of the Turkey. Ejder Kimya’s personal care business generated Colombia. Siliconas has 25 employees and generated a
principles of Sustainability/CSR into our business and a revenue of approximately EUR 6 million in 2020. The revenue of USD 9 million in 2020. IMCD acquired 80%
GLOBAL
PRESENCE management system. company is fully integrated into IMCD Turkey. of the shares of Siliconas; the remaining 20% will be
acquired in 2022.
HISTORY Consumers are making the switch to sustainability On 7 January 2021, IMCD acquired the pharmaceutical
and are actively seeking out green products. In business of Peak International Products B.V. ("Peak On 19 May 2021, IMCD acquired 100% of the
SHAREHOLDER
INFORMATION 2021, the company established the IMCD “Sustainable International"). Peak International is a Dutch-based shares in Andes Chemical Corp. (“Andes Chemical”).
Solutions Framework”, where the company uses its core distributor in the active pharmaceutical ingredients Headquartered in the Miami metropolitan area, Andes
ABOUT IMCD competence, market intelligence, technical expertise, business for Benelux, Vietnam, Germany and Israel. The Chemical is active in Caribbean and Central American
OUR BUSINESS
and product know-how to contribute to a more Peak pharmaceutical business generated a revenue of countries, Colombia and Peru. Andes Chemical serves
GROUPS sustainable world. This we do in close collaboration approximately EUR 6 million in 2020. the coatings, adhesives, sealants, and elastomers
with our suppliers and customers, decomplexifying (CASE), construction, cosmetics, personal care,
STRATEGY &
BUSINESS
sustainability and supporting them in their effort to On 8 January 2021, IMCD acquired 100% of the shares plastics, pharmaceuticals, and HI&I industries. Andes
reduce their environmental footprint. in Siyeza Fine Chem Propriety Limited (“Siyeza”). Chemical has 43 employees and generated a revenue of
PERFORMANCE Siyeza, based in Johannesburg, is a distributor USD 46 million in 2020.
In addition, IMCD signed the United Nations Global of pharmaceutical, veterinary, food and personal
GOVERNANCE
Compact, the world’s largest corporate sustainability care speciality chemical ingredients in South Africa. On 2 June 2021, IMCD acquired 100% of the shares
FINANCIAL initiative whereby the company drives awareness With 27 employees, Siyeza generated a revenue of in Shanghai Yuanhe Chemicals Co. (“Yuanhe”). Yuanhe
STATEMENTS and action in support of achieving the Sustainable approximately EUR 16 million in 2020 through their is a service solution provider focused on offering
2021
Development Goals by 2030. representation of world leading producers from Europe innovative speciality chemicals and ingredients for the
and Asia. The company is fully integrated into IMCD coatings, inks and textile industry. With 20 employees,
Acquisitions South Africa. Yuanhe generated revenue of EUR 13.2 million in 2020.
As a group we remain focused on aligning ourselves
with industry leaders, grow our market share In April 2021, IMCD divested its Nutri Granulations On 19 August 2021, IMCD acquired 100% of the
organically and through selected acquisitions, and manufacturing assets and associated business, which shares in Materias Químicas de México S.A. de C.V.
continue to optimise our business model. was acquired by IMCD as part of the ET-Horn and Pluralmex S.A de C.V. (together: “Maquimex”),
acquisition in 2018. Located in La Mirada, CA and, with based in México City. Maquimex is an asset-light
In the execution of its strategy to create sustainable 22 employees, Nutri Granulations manufactures food speciality chemicals distributor providing commercial
growth for its stakeholders, IMCD completed the grade and USP grade calcium carbonate granulations and technical expertise in the preservatives, HI&I,
acquisition of eight businesses in 2021. In addition for the nutraceuticals, food, and pharmaceuticals energy, water treatment and other industrial markets.
to these closed transactions, IMCD signed four share markets. Nutri Granulations realised a revenue of Maquimex has 44 employees and generated a revenue
purchase agreements which are closed, or will be closed USD 11 million in 2020. The divestment aligns with of approximately USD 29 million in 2020.
in 2022. IMCD’s strategy to focus on the sales, marketing and
distribution of speciality chemicals and ingredients.
47
< Contents page IMCD Annual Report 2021
48
< Contents page IMCD Annual Report 2021
49
< Contents page IMCD Annual Report 2021
.
FOREWORD BY
THE CEO
Revenue
2021 EUR MILLION GROWTH
HIGHLIGHTS
FOREIGN
2021 FINANCIAL 2021 IN % TOTAL 2020 IN % TOTAL ORGANIC ACQUISITION EXCHANGE TOTAL
HIGHLIGHTS
EMEA 1,601.6 46.6% 1,326.9 47.8% 18% 3% (0%) 21%
GLOBAL
PRESENCE Americas 1,119.6 32.6% 945.1 34.1% 15% 6% (3%) 18%
Asia-Pacific 714.1 20.8% 502.9 18.1% 9% 31% 2% 42%
HISTORY Total 3,435.3 100.0% 2,774.9 100.0% 16% 9% (1%) 24%
SHAREHOLDER
INFORMATION
The overall organic revenue development was shaped Gross profit by local market circumstances, product mix variances,
ABOUT IMCD
by the balance of local macroeconomic circumstances, Gross profit, defined as revenue less cost of materials product availability, foreign currency fluctuations and
OUR BUSINESS further strengthening of the product portfolio by adding and inbound logistics, increased by 29% from the impact of newly acquired businesses.
GROUPS new suppliers, expanding relationships with existing EUR 647.5 million in 2020 to EUR 836.3 million in 2021.
suppliers and increasing customer penetration by The increase in gross profit was the result of organic
STRATEGY &
BUSINESS adding new products and selling more products to growth (+21%), the impact of the first-time inclusion of
existing and new customers. acquisitions (+9%) and the negative impact of foreign
PERFORMANCE currency exchange rate developments (-1%).
Revenue was positively impacted by acquisitions
GOVERNANCE
completed in 2021 (Ejder Kimya, Peak International, Gross profit as a % of revenue increased by 1.0%-point
FINANCIAL Siyeza, Siliconas, Andes, Yuanhe and Maquimex) and from 23.3% in 2020 to 24.3% in 2021. All regions
STATEMENTS
acquisitions completed in 2020 (Zifroni, Develing, contributed to the improved gross profit margin in
2021
VitaQualy, Kokko-Fiber, Signet, Millikan and Banner 2021. Gross profit margins showed the usual level
Química). The total positive impact of the acquisitions of differences in margins per region, margins per
on the revenue in 2021 was 9%. product and margins per product market combination.
Differences between and within the regions are caused
Gross profit
EUR MILLION GROWTH
FOREIGN
2021 IN % REVENUE 2020 IN % REVENUE ORGANIC ACQUISITION EXCHANGE TOTAL
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Operating EBITA
EUR MILLION 2021 IN % REVENUE 2020 1 IN % REVENUE
51
< Contents page IMCD Annual Report 2021
52
< Contents page IMCD Annual Report 2021
Austria and Southeast Europe.The transaction was As at the end of 2021, the number of full-time markets and perfectly complements IMCD's existing
FOREWORD BY closed on 8 February 2022. employees in EMEA was 1,624 compared with 1,485 pharmaceuticals, food and nutrition business in
THE CEO
as at the end of 2020. The increase in the number Colombia. Siliconas has 25 employees and generated
2021 IMCD continued to optimise its supply chain network of full-time employees is due to additional staff being a revenue of USD 9 million in 2020. IMCD acquired 80%
HIGHLIGHTS in 2021, in order to enhance customer service levels hired to fill vacancies and to strengthen the technical of the shares in Siliconas; the remaining 20% will be
2021 FINANCIAL and to reduce operating costs in the supply chain. expertise, and to the impact of acquisitions completed acquired in 2022.
HIGHLIGHTS System-to-system connectivity and process integration in 2021 (+31 full-time employees).
of the supply chain partners is crucial for achieving On 19 May 2021, IMCD acquired 100% of the
GLOBAL
PRESENCE the optimisation. Americas shares in Andes Chemical. Headquartered in the
In the Americas segment, revenue was Miami metropolitan area, Andes Chemical is active
HISTORY IMCD operates 23 Technical Centres in EMEA. These EUR 1,119.6 million in 2021 compared with in Caribbean and Central American countries,
Technical Centres are instrumental in exploring local EUR 945.1 million in 2020. In 2021, organic revenue Colombia and Peru. Andes Chemical serves the
SHAREHOLDER
INFORMATION markets and developing product applications for growth was 15% and growth as a result of coatings, adhesives, sealants, and elastomers (CASE),
IMCD's business partners. In addition, in the various acquisitions completed in 2020 (VitaQualy, Millikan construction, cosmetics, personal care, plastics,
ABOUT IMCD application laboratories market and product expertise is and Banner Química) and 2021 (Siliconas, Andes pharmaceuticals, and HI&I industries. Andes Chemical
OUR BUSINESS
exchanged between IMCD, suppliers and customers on Chemical, Maquimex) and the divestment of the Nutri has 43 employees and generated revenue of USD
GROUPS a local, regional and global level. Granulations business in the US, in total was 6%. 46 million in 2020.
The unfavourable developments of foreign currency
STRATEGY &
BUSINESS
Operating EBITA increased by 37% from EUR 131.2 in exchange rates in the Americas region, resulted in On 19 August 2021, IMCD acquired 100% of the
2020 to EUR 180.3 million in 2021. Operating EBITA as a negative currency exchange impact of 3% on the shares in Maquimex, based in México City. Maquimex
PERFORMANCE a % of revenue increased by 1.4%-point, from 9.9% in revenues in 2021. is an asset-light speciality chemicals distributor
2020 to 11.3% in 2021. providing commercial and technical expertise in the
GOVERNANCE
In 2021, IMCD successfully completed three preservatives, HI&I, energy, water treatment and other
FINANCIAL The conversion margin increased by 4.9%-points, from acquisitions in the Americas region. industrial markets. Maquimex has 44 employees and
STATEMENTS 38.9% in 2020 to 43.8% in 2021. The improvement generated a revenue of approximately USD 29 million
2021
of the conversion margin is the result of higher gross On 14 May 2021, IMCD acquired Siliconas, based in 2020.
margins, offsetting higher own costs. IMCD continues in Bogotá, Colombia. Siliconas is a speciality
to focus on revenue and gross profit growth, combined chemicals distributor and serves the personal care, In addition to these three acquisitions, in April 2021,
with strict cost control. coatings, silicones and other speciality industrial IMCD divested its Nutri Granulations manufacturing
assets and associated business, which was acquired
Americas by IMCD as part of the ET-Horn acquisition in 2018.
FX ADJ.
Located in La Mirada, CA, and with 22 employees, Nutri
EUR MILLION 2021 2020 CHANGE CHANGE Granulations manufactures food grade and USP grade
calcium carbonate granulations for the nutraceuticals,
Revenue 1,119.6 945.1 18% 22% food, and pharmaceuticals markets. Nutri Granulations
Gross profit 250.5 204.2 23% 26% realised a revenue of USD 11 million in 2020. The
Gross profit as a % of revenue 22.4% 21.6% 0.8% divestment aligns with IMCD’s strategy to focus on
Operating EBITA 113.0 86.0 31% 36% the sales, marketing and distribution of speciality
Operating EBITA as a % of revenue 10.1% 9.1% 1.0% chemicals and ingredients.
Conversion margin 45.1% 42.1% 3.0%
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< Contents page IMCD Annual Report 2021
In 2021, the Americas segment reported a gross The number of full-time employees in the Americas
FOREWORD BY profit increase of EUR 46.3 million (+23%) to increased from 860 as at the end of 2020 to 1,005 as
THE CEO
EUR 250.5 million, compared with EUR 204.2 million at the end of 2021. This increase includes 90 additional
2021 in 2020. The increase in gross profit was the result full-time employees as a result of acquisitions in 2021
HIGHLIGHTS of organic growth (+21%), the impact of the first-time (Siliconas: 25, Andes Chemical: 43, Maquimex: 44,
2021 FINANCIAL inclusion of acquired companies (5%) and negative Nutri Granulations: -22).
HIGHLIGHTS foreign currency exchange results (-3%).
Asia-Pacific
GLOBAL
PRESENCE Gross profit margin increased by 0.8%-points, from The Asia-Pacific region delivered strong growth
21.6% in 2020 to 22.4% in 2021. The gross profit numbers in 2021. The operations in India, Australia
HISTORY margin improvements are the result of margin and New Zealand, China and Indonesia, these being the
improvement initiatives and changes in the product mix. most significant contributors in the region, all delivered
SHAREHOLDER
INFORMATION double digit growth revenue numbers and realised
In 2021, operating EBITA increased by EUR 27.0 million healthy margins.
ABOUT IMCD to EUR 113.0 million, compared to EUR 86.0 million
OUR BUSINESS
in 2020 (+ 31%). On a constant currency basis the In 2021, IMCD continued with the execution of
GROUPS operating EBITA increased by 36%. Apart from a its selective acquisition strategy, which led to five
modest impact of acquisitions completed in 2020 and acquisitions in the Asia-Pacific region, of which two
STRATEGY &
BUSINESS
2021, the main drivers of the operating EBITA increase transactions were closed in 2021.
are the organic business developments.
PERFORMANCE On 2 June 2021, IMCD acquired 100% of the shares
Operating EBITA margin increased by 1.0%-point from in Yuanhe. Yuanhe is a service solution provider
GOVERNANCE
9.1% in 2020 to 10.1% in 2021. The conversion margin focused on offering innovative speciality chemicals and
FINANCIAL increased by 3.0%-points from 42.1% in 2020 to 45.1% ingredients for the coatings, inks and textile industry.
STATEMENTS in 2021. The improvement of the conversion margin Yuanhe has 20 employees and generated a revenue of
2021
is the result of higher gross margins offsetting higher EUR 13.2 million in 2020.
own costs.
On 17 November 2021, IMCD signed an agreement to
acquire 100% of the shares in Megasetia in Indonesia.
Megasetia is a distributor of speciality ingredients
for the pharmaceutical industry. Megasetia has 160
Asia-Pacific employees and generated a revenue of approximately
FX ADJ. EUR 80 million in 2021. The transaction will take place
EUR MILLION 2021 2020 CHANGE CHANGE in two tranches, with 70% acquired on 21 December
2021 and the remaining 30% will be acquired in 2025 by
Revenue 714.1 502.9 42% 39%
the latest.
Gross profit 174.2 105.9 64% 61%
Gross profit as a % of revenue 24.4% 21.1% 3.3%
On 29 September 2021, IMCD signed an agreement
Operating EBITA 109.7 52.9 107% 101%
to acquire 100% of the shares in Aquatech in China.
Operating EBITA as a % of revenue 15.4% 10.5% 4.9%
Aquatech is active in waterborne solutions in coatings,
Conversion margin 63.0% 49.9% 13.1%
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< Contents page IMCD Annual Report 2021
ink, and textile industries. Aquatech has 10 employees acquired businesses with gross margins higher than Holding Companies
FOREWORD BY and generated a revenue of EUR 6.7 million in 2020. IMCD's average. Operating EBITA of Holding Companies represents
THE CEO
The closing of the transaction is expected to take place costs relating to the central head office in Rotterdam
2021 early 2022. Compared with 2020, operating EBITA increased by and the regional head offices in Singapore and New
HIGHLIGHTS EUR 56.8 million (+107%) to EUR 109.7 million in 2021. Jersey, US.
2021 FINANCIAL On 6 December 2021, IMCD signed an agreement On a constant currency basis, the growth of operating
HIGHLIGHTS to acquire 100% of the shares in Syntec. Syntec EBITA was 101%. Operating costs increased by EUR 2.4 million (+9%)
provides market, technical and formulation expertise from EUR 26.9 million in 2020 to EUR 29.3 million in
GLOBAL
PRESENCE in China's personal care, cosmetics, and home Operating EBITA as a % of revenue increased by 4.9%- 2021. On a constant currency basis, the increase is
care industries. Syntec generated a revenue of points from 10.5% in 2020 to 15.4% in 2021. The 10%. The cost increase reflects the growth of IMCD
HISTORY approximately EUR 14 million in 2020 and has conversion margin further improved by 13.1%-points and the corresponding need to strengthen the support
25 employees. The transaction was closed on to 63.0% in 2021. The improvement of the conversion functions in both Rotterdam and the regional head
SHAREHOLDER
INFORMATION 18 January 2022. margin is the result of higher gross margins offsetting offices. Operating costs of the Holding Companies in
higher own costs. In addition, the acquisition of Signet percentage of consolidated revenue decreased by 0.1%-
ABOUT IMCD On 22 December 2021, IMCD signed an agreement in 2020 had a positive impact on the development of point to 0.9% in 2021.
OUR BUSINESS
to acquire 100% of the shares of RPL Trading, a the conversion margin in the Asia-Pacific segment in
GROUPS speciality chemicals distributor focused on services 2021, compared with 2020. As at the end of 2021, the number of full-time
and formulation expertise for customers and partners employees of the Holding Companies was 94 compared
STRATEGY &
BUSINESS
in the home care and water treatment markets. The number of full time employees in the Asia-Pacific with 89 at year-end 2020.
RPL Trading generated a revenue of approximately region increased by +18%, from 864 at the end of 2020
PERFORMANCE EUR 16 million for the fiscal year ending 30 June 2021 to 1,017 at the end of 2021. Disregarding the impact
and has 15 employees. The transaction was closed on of the acquisitions completed in 2021 (157 FTE), the
GOVERNANCE
31 January 2022. number of full-time employees decreased by 4. The
FINANCIAL decrease in the number of full-time employees in the
STATEMENTS In Asia-Pacific, revenue increased by 42% from Asia-Pacific reason is partly due to the outsourcing of
2021
EUR 502.9 million in 2020 to EUR 714.1 million in 2021. warehouse facilities in Indonesia.
Revenue growth in 2021, consists of organic growth of
9%, 31% growth as a result of acquisitions completed
in 2020 (Develing and Signet) and 2021 (Yuanhe), and
positive currency exchange rate developments of 2%.
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< Contents page IMCD Annual Report 2021
56
< Contents page IMCD Annual Report 2021
SHAREHOLDER
INFORMATION
ABOUT IMCD
Income tax Net result before amortisation and non-
In 2021, corporate income tax expenses increased by recurring items
OUR BUSINESS EUR 32.2 million, from EUR 44.4 million in 2020 to Net result before amortisation of intangible assets,
GROUPS EUR 76.6 million in 2021. net of tax and before non-recurring items increased
STRATEGY &
by EUR 99.4 million, from EUR 168.3 million in 2020
BUSINESS Regular corporate income tax expenses increased from to EUR 267.7 million in 2021. The main drivers of
EUR 47.6 million in 2020 to EUR 85.0 million in 2021. this increase were the higher operating EBITA of
PERFORMANCE
Regular tax as a percentage of result before income tax EUR 130.4 million (+54%) and lower net finance costs
GOVERNANCE and amortisation of intangibles (EUR 349.3 million in of EUR -4.1 million (-16%), partly offset by increased
2021 and EUR 212.1 million in 2020) was 24.3% recurring tax expenses EUR 37.4 million (+79%).
FINANCIAL compared with 22.4% in 2020.
STATEMENTS
2021
The increase in income tax expenses in 2021 is mainly
due to the higher profitability of the group. The
restructuring and integration of acquired businesses
and the sale of the Nutri Granulation business in the US,
Net result before amortisation and non-recurring items
led to a non-recurring income tax expense of
EUR 0.8 million in 2021. EUR MILLION 2021 2020 1
57
< Contents page IMCD Annual Report 2021
SHAREHOLDER Earnings per share and cash earnings The dividend proposal of IMCD is based on a
INFORMATION per share combination of maintaining room for further acquisition
Earnings per share increased by EUR 1.41 (+63%) from growth combined with assuring reasonable leverage
ABOUT IMCD
EUR 2.23 in 2020 to EUR 3.64 in 2021. Cash earnings levels, facilitating IMCD's long-term growth strategy. For
OUR BUSINESS per share, calculated as earnings per share before the financial year 2021 a dividend of EUR 1.62 per share
GROUPS amortisation of intangible assets, net of tax, divided will be proposed to the Annual General Meeting.
STRATEGY &
by the weighted average number of outstanding shares, Compared with EUR 1.02 per share for the financial year
BUSINESS increased by EUR 1.61 (+53%) from EUR 3.03 in 2020 to 2020, this means an increase of EUR 0.60 per share
EUR 4.64 in 2021. (+59%).
PERFORMANCE
the last five years is shown in the following graph. The 1.71
48%
1.52
In 2021, IMCD realised adjusted net income of historical dividends as a percentage of adjusted net 44%
Pay-out ratio
1.14 40%
EUR 163.0 million (EUR 3.03 per share) in 2020. accounting policy following the IFRIC agenda decision
0.95 36%
on cloud computing arrangements. 0.76
32%
0.57
28%
0.38
0.19 24%
0.00 20%
2017 2018 2019 2020 2021
58
< Contents page IMCD Annual Report 2021
Cash flow
FOREWORD BY
THE CEO
EUR MILLION 2021 2020 1
2021
HIGHLIGHTS
Operating EBITA 373.6 243.2
2021 FINANCIAL Depreciation 27.4 25.6
HIGHLIGHTS Operating EBITDA 401.0 268.8
Lease payments (22.2) (19.7)
GLOBAL
PRESENCE Share based payments 5.3 4.6
Adjusted Operating EBITDA 384.1 253.7
HISTORY
FINANCIAL
STATEMENTS Free cash flow is defined as operating EBITDA excluding The decrease in the cash conversion margin in 2021 The relatively high investment in net working capital in
2021 non-cash share-based payment expenses, less lease is the result of a combination of higher adjusted 2021 is the result of the strong business development
payments, plus or less changes in working capital, operating EBITDA (EUR 130.4 million), lower capital in 2021 and partly due to the relatively low level of
less capital expenditures. Free cash flow increased expenditures (EUR 1.6 million) and higher working operational net working capital as at the end of 2020.
by EUR 1.5 million from EUR 277.4 million in 2020 to capital investments (EUR 130.7 million) compared with IMCD continues to maintain stringent net working
EUR 278.9 million in 2021. The cash conversion margin 2020. The investment in operational working capital capital management.
is defined as free cash flow as a percentage of adjusted in 2021, which excludes additional working capital as
operating EBITDA; adjusted operating EBITDA is the a result of acquisitions completed in 2021, amounts IMCD's asset-light business model resulted in relatively
operating EBITDA adjusted for non-cash share-based to EUR 100.3 million, compared with a divestment of low capital expenditure considering the size of the
payments and lease premiums. The cash conversion EUR 30.4 million in 2020. The consolidated change in overall operations and amounted to EUR 5.0 million
margin decreased by 36.8%-points from 109.4% in operational working capital is the accumulated total in 2021, compared with EUR 6.6 million in 2020.
2020 to 72.6% in 2021. of the monthly operational working capital changes in Capital expenditure was mainly related to investments
local currencies translated into EUR, using the monthly in the ICT infrastructure, office furniture and technical,
average exchange rates. warehouse and office equipment.
59
< Contents page IMCD Annual Report 2021
Balance sheet
FOREWORD BY
THE CEO
31 DECEMBER 31 DECEMBER
2021 EUR MILLION 2021 2020 1
HIGHLIGHTS
GOVERNANCE
60
< Contents page IMCD Annual Report 2021
of 31 December 2021. The increase in net working The EUR 300 million senior unsecured fixed rates The interest cover, calculated based on the definitions
FOREWORD BY capital of EUR 168.8 million is the result of the high level note, issued by IMCD N.V. on 26 March 2018, had used in the Schuldscheindarlehen document, is 29.1
THE CEO
of business activities in 2021, and impacts of external a closing price of EUR 104.40 at 31 December 2021 times EBITDA (31 December 2020: 16.9), which is well
2021 factors, including COVID-19 and supply chain issues, (31 December 2020: EUR 104.17). The bond is listed above the required minimum of 4.0 times EBITDA.
HIGHLIGHTS leading to higher working capital levels on the Luxembourg Euro MTF market and matures on
2021 FINANCIAL (EUR 104 million) as well as the impact of exchange rate 26 March 2025. Equity
HIGHLIGHTS differences on year-end balance sheet positions Total equity increased by EUR 208.9 million from
(EUR 15.1 million) and the impact of acquisitions As at the end of 2021, net debt was EUR 940.0 million EUR 1,252.4 million as at 31 December 2020 to
GLOBAL
PRESENCE completed in 2021 (EUR 49.8 million). compared with EUR 727.0 million as at 31 December EUR 1,461.4 million as at 31 December 2021. The
2020. The increase in net debt is predominantly increase in total equity is the balance of the addition
HISTORY In particular the relatively strong sales towards the the balance of positive and healthy cash flows of the net profit for the year of EUR 207.2 million,
end of 2021 contributed to the higher trade and other from operating activities, more than offset by cash other comprehensive income of EUR 56.6 million,
SHAREHOLDER
INFORMATION receivable days of 63 compared to the end of 2020 outflows as a result of acquisition-related payments dividend payments in cash of EUR 58.1 million,
(58 days). In addition, the healthy order book for of EUR 180.0 million and a dividend payment of transactions related to the group's share-based
ABOUT IMCD the beginning of 2022 had an upward effect on the EUR 58.1 million in 2021. Furthermore, net debt payment programme of EUR 1.7 million and movements
OUR BUSINESS
inventory days (+8) and on the trade payables days includes EUR 308.9 million deferred and contingent in the non-controlling interest of EUR 1.6 million. The
GROUPS (+5) compared to 31 December 2020. considerations related to acquisitions (31 December increase in equity resulted in a solid ratio at year-end
2020: EUR 193.6 million). with total equity covering 44.7% of the balance sheet
STRATEGY &
BUSINESS
Monitoring working capital positions is a permanent total (31 December 2020: 46.4%).
focus of management and IMCD has various As at the end of December 2021, the leverage ratio (net
PERFORMANCE processes, procedures and tools in place to optimise debt/operating EBITDA ratio including full-year impact In 2021, IMCD did not acquire any additional own
working capital. of acquisitions) was 2.3 times EBITDA (31 December shares. During 2020, IMCD transferred 45,717 treasury
GOVERNANCE
2020: 2.3). The actual leverage as at 31 December shares to settle its obligations under the long-term
FINANCIAL Financing 2021, calculated on the basis of the definitions used (share based payment) incentive plan.
STATEMENTS IMCD aims to maintain a capital structure that offers in the IMCD loan documentats, was 1.5 times EBITDA
2021
flexibility and enables IMCD to cover its potential (31 December 2020: 1.7).
financial requirements and to execute its organic growth
and acquisition strategy. The corporate treasury team Two leverage covenants apply to the Group:
at the head office in Rotterdam manages liquidity and • For the 'Schuldscheindarlehen' of EUR 40 million, a
interest risks. maximum leverage of 3.5 times EBITDA applies (with
a spike period maximum of 4.0), tested annually.
During 2021, IMCD finalised the purchase price • For the revolving credit facilities of EUR 500 million, a
allocation process related to the 70% stake in Signet maximum leverage of 3.75 times EBITDA is applicable
and the related deferred consideration. The calculations (with a spike period maximum of 4.25), tested semi-
resulted in an additional deferred consideration, part of annually.
IMCD's net debt position, of EUR 40.8 million.
As at 31 December 2021, the actual leverage of
In November 2021, IMCD repaid EUR 60 million 1.5 times EBITDA is well below the applicable
and USD 25 million for its long-term promissory maximum leverages.
note (Schuldscheindarlehen).
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INSIGHT
Diversity in practice
It is a fact that IMCD operates in the world of specialty
chemicals and ingredients, industry sectors which employ far
more men than women. If you doubt this all you have to do is
take a look at any chemical factory and count the women, the
visual impression you get speaks for itself. That’s why it is so
remarkable that IMCD has such a balanced workforce evenly
distributed between men (49%) and women (51%). Though we
stand out in the industry in this regard, there are still goals for us
to pursue.
Career development
Part of the programme involved a senior management panel where participants
could discuss career development topics with senior business leaders. One of
the panelists was Irene Cantos, Business Group Director for Beauty & Personal
Care. She said, “I encourage women to set ambitious career goals for
themselves, dream big, focus on the goals to achieve and make a plan that you
will get there”. The 2021 IMCD Women in Leadership programme has
19 participants across the globe and will contribute to strengthening IMCD’s
position as an attractive employer for men and women alike.
“In IMCD women can dream big and set ambitious career goals.” In 2021 we also started to track the new appointments per gender in our senior
regional & country management teams. A group of 339 individuals dispersed
over teams in APAC, EMEA and the Americas. In this senior group we made
Irene Cantos 70 new appointments in 2021 of which 36 (50%) were women.
Business Group Director IMCD Beauty & Personal Care
62
< Contents page IMCD Annual Report 2021
Non-financial performance
FOREWORD BY
THE CEO Financial Resilience
From page 41 and onwards in this Annual Report, IMCD
2021 has set out its group-wide sustainability approach,
HIGHLIGHTS which is built on five focus areas where IMCD is 2021 has been another year of unprecedented global
2021 FINANCIAL striving to improve its sustainability practices through volatility, in terms of economic conditions. Apart from
HIGHLIGHTS its business activities. the impact of the Covid restrictions, IMCD had to
deal with challenges throughout the supply chain.
GLOBAL
PRESENCE Nevertheless, the strict financial discipline, a core
IAL RESILIE value within IMCD, illustrated by its closely monitoring
NC
HISTORY of key financial KPI's, and where needed, acting
NC
FIN
E
swiftly to implement tailored measures, IMCD achieved
SHAREHOLDER
INFORMATION strong operating results and growth was delivered in
VIRONMENT PEOPLE terms of revenue, gross profit, operating EBITA and
EN
ABOUT IMCD cash generation. More detailed information on IMCD's
OUR BUSINESS
financial performance is available in the Financial
GROUPS Performance section (page 49 of this Annual Report).
“IMCD's major
STRATEGY &
IMCD believes that the combination of its net
BUSINESS
debt/operating EBITDA ratio, interest cover, equity
assets, that really
D
PRO UCT VERNANCE
GO
PERFORMANCE attributable to shareholders and increased free cash stand out are our
flow, reflects its sound financial position and makes
GOVERNANCE
the group resilient to potential adverse conditions.
entrepreneurial spirit
FINANCIAL IMCD’s overall financing structure provides sufficient and cultural diversity.
STATEMENTS flexibility with appropriate leverage levels to support
2021
future business development.
They give employees
In the following, we report on the key actions taken in
the confidence &
these five areas in 2021, in accordance with the EU Non- autonomy to make
Financial Reporting Directive (NFRD). Further details People
as well as figures relating to our environmental, social
important decisions
and goverance impact will be included in IMCD's 2021
IMCD is proud of its people and culture and considers
and solve problems.”
Sustainability Report to be published mid-2022.
them to be its most valuable asset by far. Here's why.
We have no factories, no products of our own, meaning Nico Kaufmann
the value of the company lies in our brand and, more Country Managing Director Brazil
importantly, in the commercial partnerships we have
established with suppliers and customers all over the
globe, in the quality of the people who manage those
relationships, and in the people who lead and support
63
< Contents page IMCD Annual Report 2021
64
< Contents page IMCD Annual Report 2021
65
< Contents page IMCD Annual Report 2021
older than 60 years (4.6% of the total workforce at We have zero tolerance for forced labour and/or child We engaged in more social dialogue with employees;
FOREWORD BY year-end 2021). The age group of 20- to 30-year-old labour. They have no place in IMCD. Also, we respect in 2021 we conducted employee opinion surveys in
THE CEO
grew to 595 (15.9%) and the vast majority of 2,272 the right of our employees to organise themselves and a number of countries including Austria, Germany,
2021 (60,7%) fell in the group 30 to 50 years. From 50 to 60 to join trade unions and representative bodies such Sweden, Brazil, UK, and we recently issued a worldwide
HIGHLIGHTS years the number of employees was 694 (18.5%). The as works councils and Health Safety & Environment Sales Excellence survey to poll our inside and outside
2021 FINANCIAL overall IMCD age profile has become more youthful over Committees. All employees have the right of collective sales staff on topics such as sales process, training &
HIGHLIGHTS the last few years, especially due to developments in bargaining. We measure yearly how many workers recruitment. We also decided to conduct a standardized
two groups. Firstly, the under-30 group has grown from are subject to a collective labour agreement (CLA) Global Employee Opinion survey to enhance the direct
GLOBAL
PRESENCE 14 % in 2019 to nearly 16% in 2021 and secondly the and at year-end 2021 we had 1,236 employees in social dialogue with our employees which will be
50+ age group has shrunk from 25% in 2019 to 23% at this category. We also measure formal employee launched later in the year.
HISTORY year end 2021. representation on an annual basis. We have 1,575
employees (42% of workforce) worldwide who are Type of employment & employment security
SHAREHOLDER
INFORMATION Training and development represented in formal joint management and employee The overwhelming majority of IMCD’s employment
Our 65 laboratories have organised hundreds of Health & Safety Committees and 943 employees (25% contracts are permanent: 3,678 or 98% of our year-end
ABOUT IMCD technical trainings, product seminars and formulation of workforce) covered by formally elected employee workforce. That means that a mere 62 (2%) of our
OUR BUSINESS
meetings in order to deploy the technical and representatives such as works councils, most of them in employees are on a temporary contract. We believe
GROUPS formulation expertise for the benefit of our customers our EMEA region. that offering regular, indefinite contracts or job offers
or to train our own staff. Such Business Group specific provides employees with more security, decent living
STRATEGY &
BUSINESS
training is one of the core elements of our business. We are ENTREPRENEURIAL. and is what employees value the most. It is also a
We think like owners by
creating value, taking
differentiator in competitive labour markets. A similar
PERFORMANCE We also intensified non-technical online training such as initiative, generating new pattern we see with full time versus part time staff.
We have appropriate and novel business
Antitrust, Fraud, Cybersecurity, Compliance, Salesforce, FREEDOM TO ACT, opportunities, and being We employed 3,604 or 96% full timers and 136 or 4%
GOVERNANCE selfmotivated to drive the
and Digital Transformation; 2,803 employees registered with a ‘can do’ attitude.
business forward.
part time employees. The latter group has requested
FINANCIAL and completed more than 65,000 courses and flexibility in their work patterns to fit their work-life
STATEMENTS spend 7,672 hours in our Global Cornerstone learning balance or family needs.
2021
management system. The average user spent nearly 3
hours on completing tests and training sessions. Responsible restructuring
In 2021 we did neither conduct any large-scale
Labour rights & social dialogue We work redundancy nor implement reductions in workforce/
We expect the highest transparently as
Our starting point is how we approach human rights level of INTEGRITY TRUE PARTNERS restructuring/job cuts of more than 5% of our
of OUR PRINCIPALS
in business. Our management approach is to act in AND TRUST
AND CUSTOMERS.
employee base, on the contrary our employee base
from ourselves
line with OECD guidelines for Multinational Enterprises and each other. grew from 3,298 to 3,740 FTE's in 2021 to facilitate the
and the three UN Guiding Principles on Business business growth.
and Human Rights; Protect, Respect, Remedy. Our
IMCD values are also clear guidelines for behaviour of We are
employees, and we hold them accountable. guided by
STRICT
FINANCIAL
DISCIPLINE.
66
< Contents page IMCD Annual Report 2021
Living wages
FOREWORD BY IMCD commitments itself to ensure that all workers are
THE CEO
paid a “living wage” (i.e., the minimum remuneration
2021 to support basic needs) in accordance with applicable
HIGHLIGHTS local laws. A living wage is also strongly supported
2021 FINANCIAL by the above mentioned 98% of employees having
HIGHLIGHTS a permanent contract. The average salary & wages
we paid in 2021 was 65,560 Euro per employee, up
GLOBAL
PRESENCE 3.5% year over year. See Note 10 to the financial
statements. Furthermore, in the absence of applicable
HISTORY laws or collectively bargained labour agreements,
working hours do not exceed 60 hours per week,
SHAREHOLDER
INFORMATION including overtime, and a minimum of one day of rest
per week is provided in all our countries.
ABOUT IMCD
OUR BUSINESS
Board discussions
GROUPS People, social & labour matters are discussed with the
IMCD Management Board on a regular basis on multiple
STRATEGY &
BUSINESS
occasions in the year, both on an individual level and
business wide topics.
PERFORMANCE
GOVERNANCE
FINANCIAL
STATEMENTS
2021
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< Contents page IMCD Annual Report 2021
FOREWORD BY
Our people
THE CEO
FTE Turnover1
2021
HIGHLIGHTS Total Growth In Out
SHAREHOLDER
INFORMATION
Numbers of FTE per region EMEA
ABOUT IMCD Employees
OUR BUSINESS
GROUPS 45% 1,698
STRATEGY &
BUSINESS
PERFORMANCE
GOVERNANCE
FINANCIAL
STATEMENTS
2021
AMERICAS ASIA
Employees Employees
FOREWORD BY
Our people
THE CEO
Gender diversity Gender diversity Women in senior Women appointed in Women in Women
2021 country/region
Women Men senior region/country P&L roles appointed
HIGHLIGHTS
teams management roles in P&L roles
2021 FINANCIAL
HIGHLIGHTS 1,921 1,819 39% 50% 27% 38%
GLOBAL 51% 49%
PRESENCE 131 35 53 15
Women Women Women Women
HISTORY
208 35 147 24
SHAREHOLDER Men Men Men Men
INFORMATION
ABOUT IMCD
Different Type of function Social dialogue Headcount by age
OUR BUSINESS nationalities Commercial/ <30
GROUPS
STRATEGY &
Total Technical Employees
subject to
Employees
represented
Employees
represented by 602 | 16%
BUSINESS collective labour by health & workcouncils
agreement safety cie
PERFORMANCE
34% 42% 25%
GOVERNANCE
30-50
FINANCIAL >50 63% 1,236
Employees
1,575
Employees
943
Employees 2,272 | 61%
STATEMENTS
2021
69
< Contents page IMCD Annual Report 2021
70
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO Environment
2021
HIGHLIGHTS
Chemical distribution is a highly complex and multi-
2021 FINANCIAL faceted business comprising procurement, storage,
HIGHLIGHTS value-added services, transportation and designing
tailored logistics solutions. Being a responsible partner
GLOBAL
PRESENCE for all its stakeholders, health, safety, the environment,
and quality are of key importance to IMCD and
HISTORY essential for safe and reliable business operations.
IMCD endeavours to comply with chemical- and market-
SHAREHOLDER
INFORMATION specific regulatory requirements (for example, relating
to pharmaceutical, food and personal care products) as
ABOUT IMCD well as with our standards and those of our business
OUR BUSINESS
partners. Besides this, we ensure compliance with
GROUPS health, safety, and environmental legal requirements
for our operations and sales organisation. In 2021 we
STRATEGY &
BUSINESS
have expanded and implemented an expert team on
import and export control to ensure that all import
PERFORMANCE and export transactions are in conformance with the
laws and regulations of the countries involved. This
GOVERNANCE
includes marketing, brokering of sensitive items that
FINANCIAL are considered “dual-use” because they can be used for
STATEMENTS both civil and military purposes.
2021
Our supply chain strategy and organisation ensure Greenhouse gas emissions In 2021, IMCD continued to improve the operational and
that each step in the supply chain can be executed IMCD supports the reduction of product life-cycle organisational measures introduced in 2019 relating to
in the most efficient and cost-effective way. Via greenhouse gas emissions and continuously explores the reporting on greenhouse gas emissions, among
our scalable third-party logistics infrastructure, we new ways to further reduce the carbon footprint other things. These efforts have enabled IMCD to
stay up to date with industry best practices, the together with its suppliers, customers, and supply include more of its group companies in the scope of
latest developments in technology, and logistics. The chain partners. IMCD uses the Green Tender method reporting for its 2021 Sustainability Report. Ongoing
model accommodates advanced reporting, inventory developed by Connekt to carefully select logistic efforts will be extended to drive towards global coverage
management, and provides visibility into monitoring the partners with a focus on sustainable activities and of our supply chain and operations.
entire process. capabilities. In addition to this we introduced the ESG
standards for IMCD Business Partners. Over 75% of
our partners have signed for their commitment to
this initiative.
71
< Contents page IMCD Annual Report 2021
Energy, water and waste management The company has started to calculate the carbon safe chemicals management, safeguard people and
FOREWORD BY IMCD is committed to meeting relevant legal footprint of its shipments. This information can be the environment by continuously improving our
THE CEO
requirements, as well as requirements agreed with reflected on transport company, supplier, customer or environmental, health and safety performance, facility
2021 customers and suppliers, relating to the environment territory level with the goal to seek for optimization and security, and the safety of our products by providing
HIGHLIGHTS and waste treatment and disposal. A waste disposal reduction of the company’s scope 3 emissions. hazard and risk information that can be accessed and
2021 FINANCIAL policy is in place globally, to promote the recycling of applied in our operations and products.
HIGHLIGHTS waste materials. This is aimed at ensuring that all waste External sustainability initiatives
generated by the operations are properly identified and Throughout 2021 IMCD was a committed participant The commitment to these guidelines and policies is
GLOBAL
PRESENCE sent for licensed disposal, in accordance with relevant in various external initiatives, networks, and platforms assessed by independent third-party experts applying
legal requirements. The policy applies to supply chain with a focus on sustainable logistics. Examples the relevant regional assessment systems. Independent
HISTORY related materials and company office related waste. hereof include EcoVadis' "Together for Sustainability" experts also review and document the relevant
(TfS) initiative. We aim to develop and implement operating company’s environmental performance and
SHAREHOLDER
INFORMATION In its offices and at other locations, IMCD supports a global audit programme to assess and improve safe handling of chemicals.
the use of green energy and encourages the recycling sustainability practices within the supply chains of the
ABOUT IMCD of used material (including office materials) and chemical industry. Third-party screening
OUR BUSINESS
minimising paper consumption. IMCD’s laboratories The selection of a suitable third-party logistics
GROUPS have modern liquid and gaseous (fume) waste Several group companies were able to maintain or service (3PL) provider is an important factor that
management in place. Local offices furthermore improve on their EcoVadis scores. IMCD Germany's determines the logistics performance. IMCD applies
STRATEGY &
BUSINESS
develop and maintain incentive programmes to excellent performance result again in a platinum a multi-criteria decision making (MCDM) process
promote more efficient ways of travelling. recognition and puts it among the top-1% performers to ensure the 3PL provider of choice complies
PERFORMANCE evaluated by EcoVadis. IMCD group improved from a with IMCD’s health, safety, environment and quality
Minimising waste by aligning and optimising silver to gold recognition and so did IMCD Benelux. standards. In 2021 IMCD also introduced the ESG
GOVERNANCE
infrastructure and logistic processes is also part EcoVadis will be rolled out to some other significant standards for IMCD business partners. The company
FINANCIAL of IMCD's integration process for new acquisitions. IMCD companies such as India, South Africa and Brazil. uses Environmental, Social and Governance factors
STATEMENTS IMCD actively looks to create synergies across these to evaluate on how far advanced our LSP’s are
2021
important topics. IMCD remains a proud member of the Roundtable of with sustainability. This in addition to the request
Sustainable Palm Oil (RSPO), a non-profit organisation of quality management certifications (ISO 9001, ISO
IMCD aims to offer to its stakeholders transparency that unites stakeholders from seven sectors of the 14001, Responsible Care, among others). Sustainability
on the environmental impact of its operations. The palm oil industry, aiming to develop and implement has been embedded in our selection criteria and
quality, health and sustainability team continuously global standards for sustainable palm oil. In 2021, the the development will be closely monitored together
works to improve and harmonise existing systems for number of IMCD entities that joined in IMCD's group with our standard operating procedures. Via our non-
the monitoring of energy and water use of IMCD's membership remained 32. conformance reporting process we conducts quarterly
offices worldwide. business reviews to ensure continuous improvement.
Responsible Care and Responsible Distribution
Supply chain optimisation Most of IMCD’s operating companies take part
IMCD's centralised supply chain team and local supply through local associations in the ‘Responsible Care’
chain experts are committed to ensuring the most or 'Responsible Distribution' programmes of the
efficient routing, the optimal volume mileage ratio, and International Council of Chemical Associations (ICCA).
the implementation of sustainable transport modes, IMCD works with customers, carriers, suppliers, and
wherever possible. contractors to foster a culture that proactively supports
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< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO Governance
2021
HIGHLIGHTS
Integrity is fundamental to the way that IMCD does
2021 FINANCIAL business. IMCD has strong values and clear policies
HIGHLIGHTS and standards in place to ensure its employees always
act in an ethical and responsible way. We expect our
GLOBAL
PRESENCE business partners to do the same and support them
in adhering to and implementing similar standards in
HISTORY their organisation.
SHAREHOLDER
INFORMATION IMCD’s key commitment and core principle is to provide
an environment that promotes trust, confidence and
ABOUT IMCD respect of its employees, suppliers, customers, local
OUR BUSINESS
and international stakeholders, media, governmental
GROUPS authorities and industry and society organisations. On
the basis of this ethos, IMCD has created a culture
STRATEGY &
BUSINESS
where integrity and transparency are essential to the
way IMCD does business and where unethical behaviour
PERFORMANCE will not be tolerated.
GOVERNANCE
The IMCD Code of Conduct, available on the company’s
FINANCIAL website, describes IMCD’s business principles, core
STATEMENTS values and ethics, to which all IMCD companies
2021
worldwide are equally and fully committed. The Code
of Conduct and IMCD Business Principles underwent platform, a library of more than 1,500 compliance- scheduled for 2022, to reach full coverage across all
a full review and update in 2020 and 2021 and have related courses in approximately 60 local languages, operations and employees.
since been made available in several languages. Specific available to all employees worldwide (supporting local
internal policies are in place on the subjects of anti- compliance efforts and ensuring a better understanding Internal alert procedure & 24-hour
corruption and anti-bribery, offering our employees of the material). reporting lines
clear examples of behaviour that should be avoided. IMCD has implemented an Internal Alert Procedure,
In 2021 IMCD continued the roll-out of its standardised available on its website, that enables IMCD employees
A continuous compliance training program is in place IMCD group compliance training curriculum that covers worldwide to report, without the fear of reprisal,
to create and maintain awareness of ethical business four essential pillars; anti-bribery and corruption any irregularities or deviations in IMCD operations
practices and to ensure compliance with applicable training, fraud prevention, competition law and regarding, amongst other things, IMCD's business
trade restrictions, anti-fraud, anti-bribery and antitrust international trade compliance. The roll out was principles as described in the Code of Conduct.
laws, market abuse rules and other compliance completed for the Middle-East, North-America, Latin- The Internal Alert Procedure is available in several
regulations, and more. Through a global e-learning America and the APAC region. Roll-out in EMEA is local languages.
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< Contents page IMCD Annual Report 2021
To support the use of its Internal Alert Procedure, by implementation of the ESG Standards for IMCD Tax strategy and tax transparency
FOREWORD BY and in line with European legislation on whistleblower Business Partners, of which the latest version is Taxation is a subject of growing interest in the global
THE CEO
protection ( Directive EU 2019/1937) IMCD maintains available on IMCD's website. The ESG Standards society of which IMCD is part. IMCD pursues a
2021 an (externally hosted) Ethics and Compliance Hotline. for IMCD Business Partners applies to all business principled and transparent tax strategy that is aligned
HIGHLIGHTS The hotline offers a web portal in 15 languages, as partners in IMCd's supply chain and sets minimum with organisational values and aims to support the
2021 FINANCIAL well as local staffed hotlines that are available 24/7 requirements on environmental social and governance overall business strategy and objectives. IMCD sees tax
HIGHLIGHTS to report any concerns in a confidential and, if desired, topics, including the ethical business conduct that is as part of its corporate social responsibility.
anonymous manner. Poster material is distributed to all expected form IMCD's partners.
GLOBAL
PRESENCE IMCD locations to create awareness of this reporting IMCD’s tax strategy is based on the key values
channel and additional Code of Conduct awareness and In the year under review, IMCD did not learn of any and principles as described in its Code of Conduct
HISTORY business ethics training was offered upon introduction. violation in respect of its stringent anti-corruption and which provides a framework for a business culture
In the roll-out of the group compliance training program anti-bribery policies within the corporate group. that stimulates integrity, honesty, transparency,
SHAREHOLDER
INFORMATION during 2021, the Internal Alert Procedure and the sustainability, compliance, expertise and cultural
existence of the IMCD Ethics and Compliance Hotline Trade sanction and export-control diversity. These values promote a climate of trust
ABOUT IMCD as reporting channel was emphasised again. IMCD's global trade sanction policy and guideline on and respectful relationships with IMCD's business
OUR BUSINESS
restrictive measures and export control were updated in partners, investors and tax authorities. The principles of
GROUPS As from September 2021, the hotline is included in 2020 and 2021 and refresher training of key employees IMCD’s Code of Conduct are further embodiedin IMCD’s
the ESG Standards for IMCD Business Partners and on the revisions took place. The procedures described management instructions.
STRATEGY &
BUSINESS
therefore open to reports by third party stakeholders. In are used in combination with automated software to
2021, the first full year that the hotline was operational, screen business partners against various sanctions- IMCD’s tax principles require compliance with
PERFORMANCE three reports were made through the hotline IMCD. related lists. Training material on trade sanctions applicable tax rules and regulations in the jurisdictions
The reports received are examined ad appropriate and export control, developed by external experts, is in which IMCD operates. This means that IMCD
GOVERNANCE
action is taken if a compliance infringement has taken available in several languages in the course offering on strives to comply with the letter and spirit of the
FINANCIAL place. The incoming reports in 2021 concerned cases IMCD's e-learning platform and included in the global applicable tax laws. Where tax laws do not give
STATEMENTS of suspected violation of the IMCD Code of Conduct compliance training program clear guidance, prudence and transparency are the
2021
and/or Business Principles. guiding principles while adhering to IMCD’s Code
Business human rights of Conduct. Transfer pricing-related issues are dealt
IMCD also has a 24-hour emergency service line in IMCD recognises its responsibility under the United with on an arm's-length basis in accordance with
place, facilitated by independent external experts, to Nations Universal Declaration of Human Rights to IMCD's transfer pricing policy, which is consistent with
report any product spills or related incidents. respect human rights affected by its activities, as well the internationally accepted standards of the OECD
as its responsibility to ensure that IMCD's business guidelines for multinational companies.
Anti-corruption and anti-bribery operations and employees do not contribute, either
IMCD does not tolerate any form of corruption directly or indirectly, to human rights violations. IMCD The company’s genuine commercial activities are
or bribery, including facilitation payments, and is expects its business partners to do the same and leading when setting up international structures. Profits
committed to its prevention. Its employees are strictly supports them in adhering to and implementing similar are declared and taxes are paid where the economic
prohibited from making, offering or authorising bribes standards in their organisation. This core principle activity occurs. Acquisitions are a significant part
or facilitation payments. All IMCD employees must is embedded in IMCD's Code of Conduct, available of IMCD’s business strategy to achieve growth. The
strictly adhere to all anti-bribery and anti-corruption on its website. In the year under review, IMCD did different acquisition structures and tax consequences
laws in force nationally and internationally. In 2021, not learn of any violation of human rights within the of such transactions are considered and evaluated
IMCD strengthened its third party due diligence process corporate group. before carrying out an acquisition to minimise the
74
< Contents page IMCD Annual Report 2021
potential tax risks and tax cost. IMCD does not make As part of the OECD country-by-country regulations,
FOREWORD BY use of tax havens or non-cooperative jurisdictions for IMCD annually files a country-by-country report with
THE CEO
the avoidance of tax. the Dutch tax authorities in which it provides on a per-
2021 country basis information on matters like its taxes paid,
HIGHLIGHTS In accordance with its tax strategy, IMCD takes a accrued corporate income tax, profit before income tax,
2021 FINANCIAL conservative approach to tax risk, as it does to accumulated earnings and FTE’s.
HIGHLIGHTS other risks in the business. Tax risks can arise from
unclear laws and regulations as well as differences in IMCD has a tax policy in place in which IMCD’s view
GLOBAL
PRESENCE interpretation. There is always some level of risk on on taxation and the strategy are described and in
taxation because of the complexity of taxes (including which guidance is given for all tax-related activities
HISTORY frequent changes in laws), variety and volume of that are carried out by IMCD's corporate tax team
different taxes that affect the company's business and and local finance teams of the group companies. The
SHAREHOLDER
INFORMATION differences in the interpretation of regulations or at tax policy provides a framework for distinguishing
arm’s-length concepts meaning tax authorities may the corporate tax teams' and local finance teams'
ABOUT IMCD take a different view. Tax risks IMCD is exposed to responsibilities in order to efficiently manage and
OUR BUSINESS
include, among others, acquisition and integration risk, control tax risks. For example, tax compliance and
GROUPS non-compliance risk, legislative risk, operational risk, reporting is managed locally with support and guidance
financial risk and reputation risk. To manage its tax from the corporate tax department and external tax
STRATEGY &
BUSINESS
risks, the corporate tax department cooperates with all counsel and is periodically monitored through IMCD's
internal and external stakeholders to ensure it complies corporate controlling department. The tax policy has
PERFORMANCE with these regulations with the general objective of been discussed with internal stakeholders and is signed
mitigating these risks while at the same time aiming off by the IMCD's Management Board. The tax policy
GOVERNANCE
to be tax-efficient and, by this means, cost-effective. has also been shared with IMCD’s external stakeholders
FINANCIAL such as tax advisors and the Dutch tax authorities.
STATEMENTS IMCD has a tax control framework in place describing
2021
the tax risks and controls in detail ensuring that the In response to new legislation and tax authorities with
tax risks are known and controlled. Potential tax-related enhanced capabilities, IMCD’s tax function is designing
risks are assessed by IMCD's Management Board and digital tools. In line with the tax strategy, this will
discussed with the Audit Committee of the Supervisory improve efficiency, quality and the compliance process.
Board to ensure a sustainable and viable tax strategy
that is compliant with IMCD’s business principles and EU Taxonomy
enhances long-term profitability. In accordance with the EU Taxonomy which is applicable
as from financial year 2021, we will perform a screening
IMCD seeks to maintain an open, honest and of eligible activities. The outcomes of this screening will
constructive dialogue with tax authorities based on be further disclosed in our 2021 sustainability report, to
transparency, respect and trust. Where appropriate be published mid-2022.
IMCD may enter into agreements with the tax
authorities to ensure upfront clarity and eliminate
uncertainty about tax implications of certain positions.
75
< Contents page IMCD Annual Report 2021
Outlook 2022
FOREWORD BY
THE CEO
IMCD operates in various, often fragmented market
2021 segments in multiple geographic regions, connecting
HIGHLIGHTS numerous customers and suppliers across a very
2021 FINANCIAL diverse product range. In general, results are impacted
HIGHLIGHTS by macroeconomic conditions and developments in
specific industries.
GLOBAL
PRESENCE
Results can be influenced from period to period
HISTORY by factors like the ability to maintain and expand
commercial relationships, the ability to introduce
SHAREHOLDER
INFORMATION new products and start new customer and supplier
relationships and the timing, scope and impact of
ABOUT IMCD acquisitions. IMCD’s consistent strategy and resilient
OUR BUSINESS
business model has led to successful expansion over
GROUPS the years and IMCD remains focused on achieving
earnings growth by optimising its services and further
STRATEGY &
BUSINESS
strengthening its market positions.
76
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FOREWORD BY
THE CEO Governance
2021
HIGHLIGHTS
STRATEGY &
BUSINESS
PERFORMANCE
Members of the Management Board
GOVERNANCE
FINANCIAL P.C.J. (Piet) van der Slikke • 1988 – 1993 General Counsel Internatio-Müller. Mr. Van der Slikke has a law background
STATEMENTS
2021 (Right) 1956, Dutch • 1993 – 1995 Group Director Internatio-Müller. and started his career as an attorney in
• 1995 Founding IMCD. law firms in The Hague, Amsterdam and
Chief Executive Officer New York.
since 1995
H.J.J. (Hans) Kooijmans • 1991 – 1996 Several positions at financial Mr. Kooijmans holds a CPA degree from
(Left) 1961, Dutch management of the Technical Division of NIVRA Nijenrode, the Netherlands, with
Internatio-Müller. registration until June 2016. He has had
Chief Financial Officer • 1996 Chief Financial Officer IMCD. an extensive career at KPMG in the
since 1996 Netherlands.
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Executive Committee
FOREWORD BY
THE CEO
The Management Board is supported by an Executive
2021 Committee, consisting of four members. The Executive
HIGHLIGHTS Committee members are responsible for various issues
2021 FINANCIAL including, regional operations and certain general
HIGHLIGHTS group-level management activities.
GLOBAL
PRESENCE
HISTORY
SHAREHOLDER
INFORMATION
ABOUT IMCD
Marcus Jordan Olivier Champault
OUR BUSINESS (1974, male, British nationailty) (1967, male, French nationailty)
GROUPS
STRATEGY &
BUSINESS
PERFORMANCE
President Americas Business Group Director Advanced Materials;
GOVERNANCE since 2016 President IMCD France
since 2018
FINANCIAL Executive Committee member
STATEMENTS
2021 since 2014 Executive Committee member
since 2018
He started his career as a formulation and application Before joining IMCD, he held senior positions in several
chemist in 1995 at Carrington Performance Fabrics. large speciality chemicals companies. Mr Champault
Mr Jordan holds a Chemistry degree from the University graduated from EDHEC and holds an MBA from INSEAD.
of East Anglia, UK.
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< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO
2021
HIGHLIGHTS
2021 FINANCIAL
HIGHLIGHTS
GLOBAL
PRESENCE
HISTORY
SHAREHOLDER
INFORMATION
ABOUT IMCD
Frank Schneider John Robinson
OUR BUSINESS (1959, male, German nationailty) (1966, male, British nationailty)
GROUPS
STRATEGY &
BUSINESS
PERFORMANCE
Business Group Director Coatings Business Group Director Pharmaceuticals
GOVERNANCE and Construction since 2000
since 2006
FINANCIAL Executive Committee member
STATEMENTS
2021 Executive Committee member since 2011
since 2011
Before joining IMCD, Mr Schneider held senior positions He started his career with GSK, where he held a post-
in leading global industrial adhesives providers. doctoral research position. Mr Robinson holds a PhD
Mr Schneider studied law at the University of Freiburg, in Biochemistry.
Germany and Business Administration at the University
of Ludwigshafen.
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Supervisory Board
FOREWORD BY
THE CEO
The Supervisory Board monitors and supervises the
2021 activities of the Management Board and IMCD's general
HIGHLIGHTS course of business. It also supports the
2021 FINANCIAL Management Board with advice. The Supervisory Board,
HIGHLIGHTS in the two-tier corporate structure under Dutch law,
is a separate body that is independent of the
GLOBAL
PRESENCE Management Board.
STRATEGY &
BUSINESS
PERFORMANCE
Chair | Member of the Remuneration Committee; Vice-chair and chair of the Audit Committee;
GOVERNANCE appointed as of 12 May 2016, current term expiring appointed as of 10 February 2015, current term expires
in 2024 in 2022
FINANCIAL
STATEMENTS
2021
Most important positions Most important positions
• CEO of Pon Holdings. In his capacity as CEO of Pon • CFO Dümmen Orange.
Holdings, Mr Smalbraak holds several supervisory
board positions within the Pon group. • Former CFO and member of the executive boards of
AGRO Merchants Group, CEVA Logistics, Maxeda DIY
• Member of the board of RAI Vereniging. Group and Royal Grolsch.
• Member of the advisory boards of Gilde Buy Out Fund • Former non-executive board member of Philadelphia
and CVC Capital. Zorg and Red Star Holding.
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< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO
2021
HIGHLIGHTS
2021 FINANCIAL
HIGHLIGHTS
GLOBAL
PRESENCE
HISTORY
SHAREHOLDER
INFORMATION
ABOUT IMCD
V. (Valerie) Diele-Braun S.R. (Stephan) Nanninga A.E. (Amy) Hebert
OUR BUSINESS (1971, female, German and Swiss nationailty) (1957, male, Dutch nationality) (1972, female, American nationailty)
GROUPS
STRATEGY &
BUSINESS
PERFORMANCE
Member | Member of the Member | Chair of the Remuneration Committee; Member | Member of the Audit Committee;
GOVERNANCE Remuneration Committee; appointed as of 9 May 2018, current term expires appointed as of 30 June 2020, current term expires
appointed as of 30 June 2020, current term expires in 2022 in 2024
FINANCIAL in 2024
STATEMENTS
2021
• CEO of CABB Group GmbH. • Executive Director of Dutch Star Companies Two B.V. • CEO of Arcadia eFuels
• Formerly held international management positions at • Member of the supervisory board of CM.com NV. • Former Chief Commercial Officer of Haldor
Achroma Management LLC, DSM Nutritional Products Topsoe A.S.
AG, Quest International and Givaudan Italy. • Non-executive director of Bunzl Plc.
• Former member of the board of Cefic (the European
• Former CEO of SHV Holdings NV. Chemical Industry Council).
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< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO
Supervisory Board report
Another focus area is sustainability. Expectations in
2021 the public domain are changing rapidly and new
HIGHLIGHTS This report provides information on the activities of the Supervisory Board during 2021. legislation is being introduced at a similarly high
2021 FINANCIAL The Supervisory Board supervises the policies pursued by the Management Board and pace. The Supervisory Board observes that IMCD is
HIGHLIGHTS working hard to meet today's society's demands and
its performance, and the general course of affairs within the company. The Supervisory
to increase transparency on its ESG performance. In
GLOBAL Board also advises the Managing Board and supervises the dynamics and relationship 2021, the company obtained a Gold level recognition
PRESENCE
between the Management Board and the other members of the Executive Committee. from EcoVadis, demonstrating that the company made
HISTORY
good progress.
SHAREHOLDER
INFORMATION Introduction by the Chair Despite all the available technical means of In 2021, IMCD continued to grow organically, with
communication, the Supervisory Board was delighted all regions contributing, and through further strategic
ABOUT IMCD
Although perhaps not as turbulent as 2020, the that 2021 allowed for more personal contact, with each acquisitions. The Supervisory Board discussed and
OUR BUSINESS challenges that IMCD faced in 2021 were many; other, the Management Board members, but also local approved a total of eight acquisitions across all regions,
GROUPS lingering effects from the COVID-19 pandemic, management and IMCD employees. A good example is of which three transactions are expected to take place
volatility in demand, product shortages, supply chain the Supervisory Board work visit to Germany, which in the current year.
STRATEGY &
BUSINESS disruptions and price increases. Nevertheless, for had been postponed in 2020. The interactions with
the second consecutive year, IMCD showed its the enthusiastic team in the Cologne office and the For each target approved, there was a clear strategic
PERFORMANCE ability to work around challenges with creativity and innovations presented by, amongst other, the food rationale; even the smaller acquisitions presented
GOVERNANCE
flexibility delivering excellent financial results and and pharmaceutical business groups, again evidenced opportunities for strengthening our local presence and
impressive growth. IMCD's cohesive culture and entrepreneurial spirit. It geographic footprint, or enabled IMCD to fill gaps in its
FINANCIAL was also great fun. product offering. Especially with the further expansion
STATEMENTS
2021
IMCD's digital transformation that accelerated in achieved in APAC and the Americas (covering Central
2020 was further embraced. Virtual communication Many more topics come to mind in a review of the America, Caribbean and Latin-America), IMCD has built
means , including new tools such as IMCD's year 2021. IMCD worked diligently to increase diversity an excellent position to benefit from accelerated growth
Virtual Visitor events, have been a successful in throughout the company. With more women in the total in these markets.
keeping the relationship with customers and suppliers workforce than men, IMCD already distinguishes itself
strong and tailored to their needs. In 2021, IMCD from the chemical industry as a whole. This leaves room With hard work, IMCD has manoeuvred successfully
launched digital solution centres for multiple business to focus on increasing diversity at the top. A programme through yet another challenging year. No doubt, new
groups (Advanced Materials, Pharmaceuticals) to offer was initiated to support and develop female talent challenges will arise in the coming years, but the
customers even more ease to make use of IMCD's for future promotion to senior positions. In addition, Supervisory Board is confident that IMCD is well-
technical and formulatory expertise. All of these efforts the Management Board achieved its personal goals of equipped to turn such challenges into successes.
have led to an increase in the number of partnerships appointing over 40% women in vacancies for senior
with suppliers and customers served across all markets management role during 2021; an ambitious target Janus Smalbraak
and regions. considering that the pace of change in the chemical
industry in this context is slow.
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< Contents page IMCD Annual Report 2021
STRATEGY &
BUSINESS
Changes foreseen in 2022
At the end of the upcoming AGM in 2022, the final term
PERFORMANCE of Arjan Kaaks will expire. In a press release issued on
25 February 2022, the Supervisory Board announced
GOVERNANCE
the nomination of Mr Willem Eelman as member of the
FINANCIAL Supervisory Board and successor of Arjan Kaaks in his
STATEMENTS role as Chair of the Audit Committee.
2021
In its annual evaluation that took place in November
2021, the board concluded that there is no short-term
need for a sixth board member and, hence, no further
change to the composition of the Supervisory Board in
2022 is foreseen at present.
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< Contents page IMCD Annual Report 2021
ABOUT IMCD
Other attributes
OUR BUSINESS Currently active in an executive position at another company x x x x
GROUPS Mainly non-executive role x
STRATEGY &
BUSINESS Diversity on the Supervisory Board The board believes the experience and skills of Independence / No conflicts of interest
The Supervisory Board strives to have a diverse Mr Eelman complement the knowledge present in Throughout 2021, all Supervisory Board members
PERFORMANCE composition of members to ensure that the knowledge, the current composition of the Supervisory Board qualified as independent within the meaning of
skills and experience present are complementary, and adds financial expertise as well as experience best practice provision 2.1.8 of the Dutch Corporate
GOVERNANCE
enabling each member to make a valuable contribution in (the management and governance of) Dutch Governance Code. IMCD has not granted any loans,
FINANCIAL in carrying out the various responsibilities of the board listed companies. advances, guarantees, shares or options to its
STATEMENTS or committee. Supervisory Board members. Their remuneration is
2021
An unfortunate side-effect of previous appointments is not dependent on the results of IMCD. No Supervisory
In addition, the Supervisory Board strives for diversity that several members are now scheduled for retirement Board members held any shares or options on shares
in scheduled resignations of its members. When from the board in the same year. The Supervisory Board in IMCD, and no Supervisory Board members entered
considering vacancies, achieving and/or maintaining is aware of this and will strive to spread the retirements into transactions in 2021 where there was a current or
an appropriate balance in gender, age and geographic dates in the rota again when vacancies arise and/or potential conflict of interest.
background are important aspects that will be taken additional appointments are made in future years.
into account. In carrying out their duties all Supervisory Board
members are fully aware of, and abide by, the conflict
In 2021, there was no vacancy on the Supervisory of interest provisions of the Supervisory Board Rules
Board. In the search for a new board member to fill the and their personal statutory and fiduciary duties to act
scheduled vacancy in 2022, for which Willem Eelman independently and in the interest of the company and
is nominated, the Supervisory Board took the diversity its stakeholders.
policy into account.
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< Contents page IMCD Annual Report 2021
Supervision in 2021
FOREWORD BY
THE CEO
In performing their duties, the members of the
2021 Supervisory Board are guided by the interests of IMCD
HIGHLIGHTS and all its stakeholders. The activities the Supervisory
2021 FINANCIAL Board engaged in as well as the material matters on
HIGHLIGHTS which its supervision was focused in the course of 2021
are described below.
GLOBAL
PRESENCE
Meetings and attendance
HISTORY Due to the continuing effects of the pandemic,
the meeting schedule of the Supervisory Board still
SHAREHOLDER
INFORMATION deviated from previous years. A return to the regular
schedule of five face-to-face meetings in a year was
ABOUT IMCD not yet possible due to the various lock down and
OUR BUSINESS
travelling restrictions that still applied in 2021. The
GROUPS Supervisory Board was able to meet face-to-face in
its full composition on two occasions, in June and
STRATEGY &
BUSINESS
November. All other regular meetings were held with
some of the members attending in person in Rotterdam
PERFORMANCE and other members attending via video-conferencing.
“During its work visit
GOVERNANCE
In order to keep virtual meetings effective, it was to IMCD Germany,
FINANCIAL decided on some occasions to split the agenda
STATEMENTS and organise two separate sessions (to limit screen the Supervisory
2021
time). Consequently, eight Supervisory Board meetings Board received
took place in total. All the meetings were held with
both Management Board members present. Three lab demostrations
Supervisory Board meetings included a closed session showing of IMCD's
without the Management Board members’ attending.
technical capabilities
Between meetings, the members of the Supervisory in pharmaceuticals,
Board had regular contact with each other, by telephone
and e-mail. To prepare for meetings and to discuss making interaction
the current state of affairs, the Chair had regular dynamic and
contact with the CEO. The full Executive Committee was
present during the (virtual) Supervisory Board meeting great fun.”
in December 2021.
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< Contents page IMCD Annual Report 2021
The following table shows the attendance record of the lunch in which the board members could experience Topics of discussion and advice
FOREWORD BY individual Supervisory Board members. Attendance is the food trends and technologies IMCD is working
THE CEO
expressed as the number of meetings attended out of on, the interaction was dynamic and great fun . The Regular items on the Supervisory Board agenda were
2021 the number the member was eligible to attend. Supervisory Board was impressed with the enthusiasm the development of results, the financial position,
HIGHLIGHTS and positive spirit it encountered. acquisition projects and evaluations, and reports on
2021 FINANCIAL
Attendance record for SB and committee meetings any matters relating to material risks, claims and
HIGHLIGHTS With Frank Schneider, member of the Executive compliance issues.
Committee and global Business Group Director for
GLOBAL MEMBER SB AC RC
PRESENCE Coatings & Constructions, the Supervisory Board To provide more insight, some matters of material
Janus Smalbraak (Chair) 8/8 - 3/3
discussed the global strategy for the business group, significance relating to the supervision in 2021 by the
Arjan Kaaks (Vice-Chair) 8/8 4/4 -
HISTORY including risks, opportunities and focus area's - Supervisory Board are discussed in more detail below.
Stephan Nanninga 8/8 - 3/3
such as sustainability - for the near and long-term
SHAREHOLDER Valerie Diele-Braun 8/8 - 3/3
INFORMATION future. IMCD's Business Group Director for Industrial Strategy
Amy Hebert 8/8 4/4 -
Solutions (previously Synthesis) provided an insightful On various occasions, the Management Board and the
ABOUT IMCD Michel Plantevin 4/8 1 - -
presentation and update for this business group going Supervisory Board discussed the company strategy for
1 Mr Plantevin attended all SB meetings held in 2021 until his
OUR BUSINESS
forward as of 2022. long-term value creation (and its implementation). In
scheduled date of retirement from the Supervisory Board.
GROUPS 2021, most time was spent on the regional aspects
With two dinners, one with the Supervisory Board and and developments, the discussion of which was closely
STRATEGY &
BUSINESS
Management Board members, and the next day with connected to potential acquisitions or other business
Supervisory Board work visit all participants in the program, there was also ample opportunities as presented by the Management Board.
PERFORMANCE Following site visits to Belgium (2017), Canada (2018) opportunity to interact in a more informal way. The Management Board made good progress in the
and France (2019), the Supervisory Board intended to execution of IMCD's growth strategy in all regions.
GOVERNANCE visit IMCD's facilities in Germany in 2020, but this visit In its annual evaluation, which was conducted in
was postponed to 2021 due to the pandemic. Despite a separate closed session during the site visit, the As the organisation in EMEA is mature in set-up, time
FINANCIAL
STATEMENTS uncertainty on measures and lock-down restrictions Supervisory Board reiterated that such occasional was more often spent discussing the organisation and
2021 throughout the year, the Supervisory Board was personal interaction is very helpful for the board management for emerging regions, such as APAC,
delighted to be able to visit IMCD's office in Cologne to execute its supervision and experience the IMCD where IMCD accelerated growth with five acquisitions
in the course of November for a 3-day work visit. culture in real life. It was concluded that a work visit (in Indonesia, China and Australia / New Zealand).
remains a great tool for the board to gain more in- Through this expansion, IMCD was able to onboard key
During the work visit, the Supervisory Board received depth knowledge of the strategy and actions of (local) suppliers in various parts of the region.
presentations from the management teams of several business groups, and insight in IMCD's local teams
European countries, including Germany, Austria (also and operations. In addition, the Supervisory Board discussed the set
covering IMCD's operations in Southeast Europe) up of the activities and management in the Americas
and Switzerland. on several occasions. In recent years, IMCD has
achieved a solid footprint In Latin-America, and with
In addition, the board members were updated on the the acquisition of Andes in 2021, IMCD improved its
trends, opportunities and innovative developments in position Central America and the Caribbean.
the German market for the business groups Food and
Pharmaceuticals. With a lab demo showing of IMCD's The annual report by the Management Board on the
technical capabilities in pharmaceuticals and a tasting (general) strategy and associated risks was discussed
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< Contents page IMCD Annual Report 2021
with the full Executive Committee present, providing Operational performance and
FOREWORD BY
THE CEO
the Supervisory Board with thorough insight into the budget planning
ambitions for the company and the state of execution. During all meetings, those present discussed in detail
2021 the company's latest operational performance and
HIGHLIGHTS
Acquisitions the development of its results, for the company as
2021 FINANCIAL In 2021, the Supervisory Board gave due consideration a whole and per region, as well as per country if
HIGHLIGHTS to a number of potential acquisitions and approved a there were grounds to do so. During such updates,
total of eight acquisitions, three of which are expected the Management Board informs the Supervisory Board
GLOBAL
PRESENCE to be completed in the course of 2022. about material developments in the markets, or any
changes in economic circumstances relevant to IMCD.
HISTORY The acquisitions discussed include Siyeza Fine Chem
Proporiety Limited in South Africa, Siliconas y Quimicos Furthermore, important organisational changes per
SHAREHOLDER
INFORMATION in Colombia, Andes Chemical Corp., based in the Miami region and important developments concerning IMCD’s
metropolitan area and active in Caribbean and Central relationship with its major suppliers and/or customers
ABOUT IMCD American countries, Colombia and Peru, Shanghai are reported and the opportunities or risks to be
OUR BUSINESS
Yuanhe Chemicals Co. in China and the aqcuisition expected from such developments are discussed.
GROUPS of Maquimex (two legal entities) in Mexico. All these
transactions were completed in the course of the year. During the Supervisory Board’s meeting in December
STRATEGY &
BUSINESS
2021, the budget for 2022 was presented and approved.
In addition, the Supervisory Board approved of the The budget is the outcome of an extensive internal
PERFORMANCE acquisition of Aquatech (two legal entities) and Syntech process of local and regional budget discussions.
(two legal entities) in China, and PT Megasetia Agung
GOVERNANCE
Kimia in Indonesia. The transaction of Megasetia was The budget presentation was discussed with the full
FINANCIAL closed in December 2021, Syntec was closed in January Executive Committee present, providing an opportunity
STATEMENTS 2022 and Aquatech is expected to close in the first for the Supervisory Board members to discuss market
2021 The Supervisory Board also discussed the challenges
quarter of 2022. conditions, competitors, opportunities and risks as IMCD encountered or anticipated as a consequence
well as other developments within specific regions and of local government measures, the impact on financial
Many of these acquisitions were smaller companies IMCD’s business groups in more depth. results, the volatility of economic conditions and (lack
that will be integrated in IMCD's existing local of) insight into the short and long-term consequences,
operations. However, each one represented a strategic COVID-19 pandemic and its impact that returned to the fore towards the end of the year
benefit, such as access to new territories, building During all meetings in 2021, the impact of the COVID-19 due to the quick spread of the Omicron virus variant.
economies of scale, strengthening IMCD's presence in pandemic on IMCD remained a topic of discussion.
certain business segments and/or eliminating product The focus during these updates shifted from the
portfolio gaps. immediate concerns for the health and well-being of
IMCD's employees that was uppermost in the early
stages of the pandemic to the operational challenges
that intensified during the year, including supply
chain constraints, uncertainty in product availability or
allocation, logistic and transport disruptions as well as
increase of costs and product prices.
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< Contents page IMCD Annual Report 2021
Digitalisation increase in reporting scope, as this enhances development going foreward, a similar metric target
FOREWORD BY In February 2021, IMCD's Group Director for Digital transparency and offers stakeholders greater insight. for female appointments will again be part of the
THE CEO
Transformation presented a update on IMCD's That IMCD is on the right track in managing and Management Board's non-financial KPIs in 2022.
2021 global digital transformation strategy. The spike in reporting on ESG topics was also recognised by
HIGHLIGHTS use of digital communication means during the company winning an EcoVadis Gold award at the end Management succession was discussed on multiple
2021 FINANCIAL COVID-19 pandemic has helped drive adaptation under of the year. occasions throughout the year, with the Management
HIGHLIGHTS IMCD management and employees and has created Boards members' scheduled reappointment dates
momentum for the roll-out of further digital tools. The increased reporting scope however also led to approaching. In preparation of their contract renewal,
GLOBAL
PRESENCE a substantial increase in reported emissions. Hence, IMCD's CEO Piet van der Slikke announced to plan
The roll-out of the B2B platform MyIMCD is a key progress towards the set goal of achieving a 15% for retirement in 2024, leading to a nomination for
HISTORY milestone in IMCD's digital journey. Throughout 2021, reduction in GHG emissions per million Euros operating re-appointment for two more years. IMCD's CFO
the digital team has worked on further improving the EBITDA by 2024, compared to the baseline year 2019, Hans Kooijmans has indicated his willingness to
SHAREHOLDER
INFORMATION functionality and adding features that enhance the halted. To encourage the company to redouble its accept nomination for another four-year term. Both
customer experience. Examples are the enrichment efforts to reduce emissions, the SB has increased reappointments will be put to the vote during the
ABOUT IMCD with a dashboard and the option of chat or live chat the weight of the sustainability related bonus KPIs 2022 AGM.
OUR BUSINESS
elements for service and support. for the Management Board members for 2022. More
GROUPS information is provided in the Remuneration Report IT infrastructure and controls
Internally, the digital strategy focusses on a strong included hereafter. An annually recurring topic of great importance is the
STRATEGY &
BUSINESS
IT backbone, integration and communication of operation and management of IMCD’s IT infrastructure.
applications and further use of AI automation. Talent development & Diversity IMCD’s operations are supported by sophisticated and
PERFORMANCE As IMCD keeps growing, talent development, diversity modern IT solutions, which play an important role in the
Sustainability and inclusion within the company remain important further digitalisation of the business model.
GOVERNANCE
Sustainability is embedded in IMCD's core activities topics for the Supervisory Board. The execution of the
FINANCIAL and ambitions and the company is dedicated to HR strategy was discussed in detail in the presence The global roll-out of an integrated customer
STATEMENTS use its knowledge and expertise to not only help of the Global HR Director. Special attention was given relations management system and an integrated
2021
its suppliers and customers meet society's demands to IMCD's culture and values, and the way that IMCD product information management system have been
today, but to give them an advantage to operate ensures that this culture is also shared with and significant steps towards being able to support further
successfully tomorrow. embraced by new employees joining after acquisitions. digitalisation efforts. The roll-out and implementation
of projects in this area continued in 2021. During
A clear driver is IMCD's Sustainable Solutions program In 2021, IMCD also started a special program for the the annual review which took place in June 2021,
that again gained a lot of traction throughout the year. development of female talent and leadership. As part of the Supervisory Board established that good progress
However, it has also become clear that it is no easy the Management Board's non-financial KPIs for 2021, has been made on all strategic objectives of IMCD’s
feat to set-up robust metrics to track performance for a the Supervisory Board included a target to appoint at IT strategy.
variety of business groups and thousands of products. least 40% females in vacancies or new positions for
This will be a focus area for the company to work on in senior management throughout the year. Cyber security
the coming year. Cyber security was another topic meriting attention
The Supervisory Board received regular updates from the Supervisory Board. In 2020 it was decided
In July, IMCD published its Sustainability report, again on leadership changes and new (senior) hires in that the Audit Committee will monitor the roll-out
with limited assurance by the external auditor. The the organisation and was happy to see that IMCD of IMCD's information security strategy. Because of
Supervisory Board is positive about the achieved overachieved on the set target. To support this positive the vital importance of the topic and the increasing
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< Contents page IMCD Annual Report 2021
2021 FINANCIAL A cyber security review took place in June when IMCD's
HIGHLIGHTS Information Security Officer presented in detail the
actions taken in 2020/2021 and focus areas for further
GLOBAL
PRESENCE reinforcements and improvements. Going forward, the
roll-out of IMCD's IT and information security strategy
HISTORY will again be monitored by the Audit Committee.
SHAREHOLDER
INFORMATION Ongoing training and
performance assessment
ABOUT IMCD In the absence of the Management Board members,
OUR BUSINESS
the Supervisory Board appraised their individual
GROUPS performance and discussed the related remuneration.
In addition, in closed sessions, the Supervisory Board
STRATEGY &
BUSINESS
discussed its own composition and diversity, the
Supervisory Board profile and its remuneration. An
PERFORMANCE overview of the other positions of the Supervisory
Board members was discussed as well.
GOVERNANCE
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< Contents page IMCD Annual Report 2021
The Supervisory Board members furthermore have Audit Committee feedback of the Audit Committee members on the prior
FOREWORD BY access to market reports covering IMCD and/or its The Audit Committee held four meetings in 2021. At sustainability reports were also addressed.
THE CEO
competitors, which they can use to educate themselves all meetings, IMCD's CFO, the Director of Corporate
2021 and develop more in-depth knowledge of relevant Control, the internal auditor and representatives of In June, the Audit Committee discussed IMCD's internal
HIGHLIGHTS market conditions, opportunities and the challenges the external auditor, Deloitte Accountants B.V., were control and risk management system and progress
2021 FINANCIAL that IMCD faces. present. No changes occurred in the committee made on the risk assessment renewal with the Director
HIGHLIGHTS composition during 2021. Arjan Kaaks chaired the Audit of Corporate Control. In addition the Internal auditor
Committee throughout the year. discussed the Internal Audit reporting topics and
GLOBAL
PRESENCE Supervisory Board committees the updated charter. After this meeting, the Audit
Minutes of the meetings were submitted to the Committee reported its findings to the Supervisory
HISTORY The Supervisory Board has installed two committees: Supervisory Board and the Chair of the Audit Board and the board concluded that all required and
an Audit Committee (AC) and a Remuneration Committee provided regular updates of the discussions desirable internal control elements were still effectively
SHAREHOLDER
INFORMATION Committee (RC). The division in tasks and that took place. assumed within the agenda, programme and tasks of
responsibilities and the working method of the the internal auditor and the corporate (control) team.
ABOUT IMCD Supervisory Board and its committees are described The Audit Committee discussed IMCD’s accounting
OUR BUSINESS
in more detail in the Corporate Governance chapter. policies and valuation methods as used in the In November, the Audit Committee convened in
GROUPS preparation of its quarterly, semi-annual and annual Germany, with the accountant, internal Auditor,
New - Nomination and financial reports for the full Supervisory Board. Director Corporate Control, and Director Group Tax
STRATEGY &
BUSINESS
Appointment Committee In addition, post-acquisition reviews for recent & Treasury present. The internal audit plan for 2022
As the topic of management succession was more acquisitions, IMCD's IT infrastructure and strategy and was presented and subsequently approved by the full
PERFORMANCE regularly discussed during the year, and taking into internal control, governance and related risks, IMCD's Supervisory Board in its December meeting. The Audit
account the anticipated retirement of IMCD's CEO in risk assessment and fraud risk analysis and IMCD's tax Committee discussed the internal audit findings up to
GOVERNANCE
2024, the Supervisory Board decided to establish a and treasury strategy were given particular attention and including September 2021 and received a thorough
FINANCIAL separate Nomination- and Appointment Committee, in in 2021. update on IMCD's tax strategy and tax and treasury
STATEMENTS line with the recommendations in the Dutch Corporate development impacting the company.
2021
Governance Code, with effect as of 2022. In February, the Audit Committee discussed the
financial statements and 2020 audit in depth with External auditor
At its inception, the Nomination and Appointment the external auditor, along with the topic of fraud The Supervisory Board is responsible for engaging and
committee will consist of the same members who risk analysis. In 2021 IMCD implemented updates supervising the performance of the external auditor.
currently make up the Remuneration Committee. The to its risk assessment and updated its risk and Deloitte Accountants B.V. (Deloitte) was reappointed
reason for this is the fact that, up until now, these control framework. as IMCD’s external auditor for the financial years 2021
members often prepared the Supervisory Board's at the 2021 AGM, at which occasion the lead partner
decisions in respect of nominations and appointment In April, the internal auditor presented his first findings rotated. The Audit Committee and the Management
matters. Continuing in the same composition allows for (for the period up to and including March 2021) and Board reported to the Supervisory Board on Deloitte’s
efficient meetings of both committees at the same time. the committee discussed the post-acquisitions review, envisaged audit plan for 2021, the relationship with
the 2020 external audit evaluation and the external and functioning of Deloitte as external auditor, as well
The Supervisory Board's chair, Janus Smalbraak, audit plan for 2021. The improvements in IMCD's as on other audit and non-audit services provided to
will also chair the Nomination and data collection process for sustainability data and IMCD by Deloitte. The Audit Committee evaluated the
Appointment Committee. relationship with the auditor in its November meeting
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< Contents page IMCD Annual Report 2021
and proposed to the Supervisory Board to extend the implementation of the Revised Shareholders' Rights The financial statements 2021 were endorsed by all
FOREWORD BY assignment for the financial years 2022 and 2023. Directive.The revisions were approved by the General Management Board and Supervisory Board members
THE CEO
Meeting on 30 June 2020. No changes took place and are included, together with Deloitte’s auditor’s
2021 Deloitte attended the meetings of the Supervisory during 2021. report, under Other information on page 216 of this
HIGHLIGHTS Board in February and December 2021, in which annual report. The Management Board will present the
2021 FINANCIAL discussions were held on the financial statements The 2021 remuneration report contains further details 2021 financial statements and its report at the AGM.
HIGHLIGHTS and the key audit points, and observations and on how the remuneration policies were implemented in
recommendations as presented in the accountants' 2021. Detailed information on the compensation of the The Supervisory Board recommends that the AGM
GLOBAL
PRESENCE management letter. Management Board and Supervisory Board in 2021 is adopt the 2021 financial statements, including a
set forth in note 53 to the financial statements. proposed dividend of EUR 1.62 in cash per share.
HISTORY Deloitte confirmed its independence from IMCD in
accordance with the professional standards applicable Due to the implementation of the Revised Shareholders' In addition, the Supervisory Board recommends
SHAREHOLDER
INFORMATION to statutory auditors of public-interest entities. Rights Directive in 2020, the format of the that the members of the Management Board
remuneration report was amended to ensure and Supervisory Board be discharged from liability
ABOUT IMCD Remuneration Committee compliance with the new legislation. The 2020 in respect of their respective management and
OUR BUSINESS
The Remuneration Committee convened three times remuneration report did not deviate from the format supervisory activities performed in 2021.
GROUPS in 2021 (in February, September and December), with chosen a year before. It was the second remuneration
IMCD's Global HR Director attending two of these report that was submitted to the General Meeting for an The Supervisory Board would like to thank all
STRATEGY &
BUSINESS
meetings. The members also held regular consultations advisory vote and was again well received with 94.09% IMCD employees, under the strong leadership of the
to discuss, amongst other matters, the proposals for (2020: 94.46%) of votes cast in favour of approval. Management Board and Executive Committee, for their
PERFORMANCE the remuneration of the individual members of the continued hard work and commitment shown in the
Management Board. Stephan Nanninga (Chair), Janus year 2021, which proved to be another excellent year
GOVERNANCE
Smalbraak and Valerie Diele-Braun were member of the Financial statements 2021 of growth.
FINANCIAL Remuneration Committee throughout the year. and profit appropriation
STATEMENTS Rotterdam, 24 February 2022
2021
The minutes of the Remuneration Committee meetings The Supervisory Board reviewed and discussed the
were shared with the full Supervisory Board and the annual report and the financial statements for 2021 Supervisory Board
Chair of the Remuneration Committee provided regular with all parties involved in the preparations . Based Janus Smalbraak
updates of the discussions that took place. on these discussions the Supervisory Board concludes Arjan Kaaks
that the annual report provides a solid basis for the Stephan Nanninga
The Remuneration Committee presented its findings Supervisory Board’s accountability for its supervision Valerie Diele-Braun
and proposals to the Supervisory Board and prepared in 2021. Amy Hebert
the Supervisory Board’s remuneration report for 2021,
which is - other than in previous years - now included in The financial statements for the financial year 2021
this Annual Report. have been prepared by the Management Board and
were audited by Deloitte Accountants B.V. The financial
MB and SB remuneration statements and the outcome of the audit performed by
The remuneration policy for the Management Board the external auditor were discussed by the Supervisory
was amended in 2020 to align it with the new Board in the presence of the external auditor in
legal requirements applicable as a result of the February 2022.
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< Contents page IMCD Annual Report 2021
INSIGHT
Denis Engin
Group Director Digital Marketing
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< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO
Remuneration report
Over all, the Supervisory Board is happy to conclude
2021 that the Management Board was again able to
HIGHLIGHTS The Remuneration Committee of the Supervisory Board is responsible for assessing and successfully deliver on all aspects of its promise
2021 FINANCIAL preparing the remuneration policy and remuneration proposals concerning the members of short- and long-term value creation in the year
HIGHLIGHTS under review.
of the Management Board and the Supervisory Board. The Supervisory Board assesses
GLOBAL the proposals and, in the event of proposed policy changes, submits the remuneration
PRESENCE
policy to the General Meeting for adoption. Remuneration Policies
HISTORY
This remuneration report provides an overview of the remuneration policy for IMCD's
The Remuneration Policy for the Management Board
SHAREHOLDER
INFORMATION
Management Board and the implementation thereof in 2021. was amended in 2020 to align it with the new
requirements of the Dutch Civil Code following the
ABOUT IMCD
implementation of the Revised Shareholders’ Rights
OUR BUSINESS
Key highlights – 2021 performance and customer base. By the end of 2021, IMCD Directive. The revised policy was approved by the
GROUPS partnered with 2,600 suppliers, - an increase of 400 General Meeting of Shareholders on 30 June 2020 (with
Business in 2021 was not without challenges. The in comparison to 2020 -, and served approximately 94.85% of the votes cast in favour). At the same time,
STRATEGY & COVID pandemic still heavily influenced market 56,000 customers.
BUSINESS a separate Remuneration Policy for the Supervisory
conditions and where recovery was expected in the Board was adopted (with 99.49% of votes cast in
PERFORMANCE first half of the year, the Omicron variant of the virus In addition to the financial results, the Supervisory favour). No further changes took place in 2021.
was reason for renewed concern, travel restrictions and Boards is pleased that focus on sustainability and
GOVERNANCE
lock-downs. Volatility in product availability and demand diversity , two topics included in the Management Board Objective and principles
FINANCIAL remained high and unpredictable throughout the year. members' personal KPIs, also paid of this year. At the The objective of IMCD’s Remuneration Policy for the
STATEMENTS IMCD faced supply chain disruptions that demanded end of 2021, IMCD won a Gold level award in its annual Management Board is to attract, motivate and retain
2021
creativity and flexibility to counter. In the second half EcoVadis sustainability assessment for the entire group, highly qualified executives by providing them with a
of the year, inflation rose in many markets, clouding in recognition of the high standards and management balanced and competitive remuneration package that
visibility even more. systems used throughout the organisation on ESG is focused on sustainable results and is aligned with
matters, as well as the transparency that IMCD IMCD’s long-term strategy.
In light of these challenging conditions, IMCD, under demonstrates in its reporting.
the guidance of the Management Board delivered yet For the remuneration of the Supervisory Board the
another year with impressive performance and strong Furthermore, the Management Board started an IMCD guiding principle is that the amount and level should
operations results. Revenue increased by 24% to over Women in Leadership programme to accelerate the reflect the time spent by, and the responsibilities of
EUR 3.4 billion, with gross profit growth of 29%. Cash development of female talent within IMCD, thus the Supervisory Board members. Given the nature
earnings per share increased by 53% to EUR 4.64. improving gender diversity in the internal pool for senior of responsibilities of the Supervisory Board, the
Operating EBITA increased by 54% with an operating management appointments in the long(er) term. The remuneration is not dependent on the results of IMCD;
EBITA margin of 10.9% (up from 9.1% last year). Management Board also met the target to appoint more it consists of a fixed compensation only.
than 40% women in senior management vacancies in
These favourable results were realised by the 2021, which improved the male/female ratio in senior
continuous strengthening of supplier relationships positions in the short term.
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< Contents page IMCD Annual Report 2021
GLOBAL Short-term incentive • A variable pay-out in cash based on annual performance conditions • Applicable criteria and their weight:
PRESENCE set by the SB ◦ non-financial targets: 30%
• ‘At target’ level: 50% of base salary ◦ organic growth (operating EBITA): 60%
HISTORY • Maximum opportunity: 75% of base salary ◦ M&A growth (acquired EBITA): 10%
• No pay-out in case performance is below pre-determined • Actual pay-out was 93% of the max. opportunity, resulting in a cash pay-out equalling:
SHAREHOLDER minimum thresholds ◦ Piet van der Slikke: 70% of base salary
INFORMATION ◦ Hans Kooijmans: 70% of base salary
• The SB did not use its discretionary powers to deviate from the results calculated on the bases of
ABOUT IMCD
the performance criteria
OUR BUSINESS
GROUPS Long-term incentive • Annual grant of conditional shares that vest after three years • In 2021, the SB decided on unconditional share vesting for the 2018 LTI Plan. The 3-year
• ‘At target’ level: 100% of base salary performance period under this plan included financial years 2018, 2019 and 2020
STRATEGY & • Maximum opportunity: 150% of base salary • Both targets (Cash EPS and relative TSR) were met at or above the maximum pay-out threshold.
BUSINESS • Performance targets and their weight: Hence, shares vested as follows:
◦ cash earnings per share (EPS): 50% ◦ Piet van der Slikke: 16,518 shares
PERFORMANCE ◦ relative total shareholder return (TSR): 50% ◦ Hans Kooijmans: 12,533 shares
representing a realised LTI bonus of 150% of base salary applicable at the time of the
GOVERNANCE conditional grant.
• The SB did not use its discretionary powers to deviate from the results calculated on the bases of
FINANCIAL
the performance criteria
STATEMENTS
2021
Pension • Participation in the general IMCD pension scheme that also applies • For the year 2021, the pensionable salary was capped at EUR 112,189 (in accordance with
to other IMCD employees in the Netherlands. Dutch law).
• No additional contributions are paid above the (statutory) capped • Pension contributions were paid as follows:
pensionable salary. ◦ Piet van der Slikke: EUR 36,391
◦ Hans Kooijmans: EUR 36,680
1 Details of the actual costs pertaining to the remuneration of the members of the Management Board and the Supervisory Board in the financial year 2021 are also included in Note 53 of the financial statements to the Annual
Report 2021.
Although the Company’s strategy is primarily defined the Management Board is linked to and supports The objective of IMCD’s Remuneration Policy for the
by the Management Board, the remuneration policy the company’s strategic priorities. It enables the Supervisory Board is to attract, motivate and retain
is designed in such a way that the Supervisory Supervisory Board to encourage actions focused on highly qualified executives by providing them with a
Board can ensure, by defining the performance long-term value creation and a sustainable contribution balanced and competitive remuneration package that
criteria and (operational and financial) targets under to all stakeholders. is focused on sustainable results and is aligned with
the remuneration policy, that the remuneration of IMCD’s long-term strategy. The policy is guided by the
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< Contents page IMCD Annual Report 2021
principle that the remuneration of Supervisory Board REMUNERATION PEER GROUP COMPANIES 2021 INDEX to pre-set targets. This applies equally to both CEO and
FOREWORD BY members should consist of fixed compensation only. CFO. The short-term incentive structure is as follows
THE CEO Konklijke Vopak AMX
Signify AMX and applies equally to both CEO and CFO:
2021 Market positioning / peer review Aalberts Industries AMX
HIGHLIGHTS The remuneration of the members of the Management OCI AMX STI VARIABLE PAY STRUCTURE (% OF BASE SALARY)
2021 FINANCIAL Board is set around the median of remuneration levels Koninklijke Boskalis AMX Under performance (below set threshold) 0%
HIGHLIGHTS payable within a peer group of comparable Dutch Corbion AMX At target performance 50%
stock listed companies, relevant to IMCD from a labour SBM Offshore AMX Maximum opportunity (capped) 75%
GLOBAL
PRESENCE market perspective. Arcadis AMX
PostNL AMX Every year, the Supervisory Board selects financial and
HISTORY The Supervisory Board takes into account the internal Koninklijke BAM Groep AMX non-financial targets for the Management Board short-
relativity to the positions below the Management term incentive plan and determines their weight.
SHAREHOLDER
INFORMATION Board as well. All components of the remuneration
packages are reviewed annually. On the evaluative Application of Remuneration Policy STI performance criteria 2021
ABOUT IMCD of the Remuneration Committee, the review of the in 2021 The following table shows the selected criteria, their
OUR BUSINESS
remuneration packages may include an external weight and the performance ranges (minimum, at
GROUPS evaluative against a benchmark composed of a peer Base salary target and maximum pay-out levels) that applied to the
group of companies. Such a study was executed by EY The base salary for the members of the Management 2021 short-term bonus.
STRATEGY &
BUSINESS
at the end of 2017 and repeated in 2021. Board is determined by the Supervisory Board. The
base salaries for the members of the Management CRITERIA PERFORMANCE THRESHOLDS WEIGHT
PERFORMANCE The peer group taken into account for the remuneration Board remained unchanged in 2021, except for an Performance and pay-out is
benchmark exists of AEX and AMX companies in Non-financial
GOVERNANCE adjustment for inflation on the basis of the Dutch assessed by the Supervisory 30%
the Netherlands with a similar revenue size and criteria
Consumer Price Index (CPI) determined by Statistics Board as per individual criteria
FINANCIAL similar market capitalisation. Substantially smaller or Netherlands (Centraal Bureau voor de Statistiek). • 10% ≤ budget - no award
STATEMENTS Organic growth
larger companies, financial institutions and real estate (operating EBITA)
• at target level - 2/3rds 60%
2021 • 5% ≥ budget - full award
companies are excluded from the peer group, as
EUR 2021 2020
well as companies with poor disclosure in respect of • no added EBITA - no award
Piet van der Slikke 668,732 660,345 M&A growth
• target level - 2/3rds 10%
remuneration details. (acquired EBITA)
Hans Kooijmans 520,940 514,407 • 50% ≥ target - full award
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< Contents page IMCD Annual Report 2021
explanation provides more insight in the metrics and In respect of the non-financial data collection process, target was met and indeed exceeded. In a group of 339
FOREWORD BY performance review by the Supervisory Board for the IMCD aligned the reporting process for non-financial senior management positions identified globally, 70
THE CEO
four topics selected for 2021. data with the process and procedures in place for appointments were made during 2021, of which 35 were
2021 financial data reporting. This allows the local companies filled by women (50%). the Supervisory Board awarded
HIGHLIGHTS
(i) Integration and performance of Signet to report both data sets using the same consolidation the maximum award of 0.68 months for this KPI. To
2021 FINANCIAL In 2020, IMCD announced the acquisitions of tool, enabling more frequent data collection (multiple encourage further progress of female leadership, the
HIGHLIGHTS Signet. As this acquisition was of material size and times per year, instead of collection at year end only), Supervisory Board has decided to maintain this metric
strategic importance, the Supervisory Board decided to and increased local awareness of the importance of target as KPI for 2022.
GLOBAL
PRESENCE include sufficient management attention and adequate non-financial information.
integration as a personal KPI for each of the CEO and (iv) Cyber security
HISTORY CFO for 2021. In its 2020 Sustainability report, published in June The Supervisory Board defined satisfactory progress in
2021, IMCD reported an increase of carbon intensity. respect of enhancing cybersecurity at IMCD, as set out
SHAREHOLDER
INFORMATION The Management Board's performance was assessed This was largely due to the fact that the Company in the annual plan and reported to the Audit Committee,
by means of a review of the progress made in has been able to broaden the scope of reporting, as the fourth non-financial KPI for 2021. IMCD's Group
ABOUT IMCD comparison to the integration plan for the acquisition. by including more countries - including IMCD's North Security Officer provided an update on the progress
OUR BUSINESS
During the year, the Management Board provided American operations, where carbon intensity is higher made in June 2021 to the full Supervisory Board and
GROUPS updates on the status of the integration and operational than the group average. further updates and developments were discussed with
performance. Despite continuing travel restrictions, the Audit Committee.
STRATEGY &
BUSINESS
schedules and milestones for integration were met. Although it is positive that the company was able
Management focussed on maintaining and even to broaden its reporting scope, and so increased Based on the information provided, the Supervisory
PERFORMANCE strengthening relationships with key suppliers, which transparency on its performance, progress towards the Board concluded that the actions in the annual plan
was successful and led to strong operational results. set reduction goals was not achieved. Consequently, the have been executed and management attention for
GOVERNANCE
The Supervisory Board is of the opinion that the efforts Supervisory Board decided to deduct one third of the the topic remained high throughout the year. Hence,
FINANCIAL and results justify the maximum award of 0.68 months bonus value for this KPI, and awarded two thrids of the the board decided to award the 'at target' level of the
STATEMENTS for this KPI. at 'at-target' level, leading to 0.3 months of base salary. bonus amount, equalling 0.45 months of base salary,
2021
for this KPI.
(ii) Sustainability metrics For 2022, the Supervisory Board again included
In respect of sustainability, three performance progress on emission reduction as a non-financial KPI In total, the Supervisory Board granted 2.1 months of
indicators were described to measure performance: for the Management Board members and added metric base salary as bonus award for the non-financial KPIs
satisfactory progress towards the set goal of 15% KPIs in respect of IMCD's supply chain management under review.
emission intensity reduction in 2024 (against baseline (roll-out of ESG Standard for IMCD Business Partners
year 2019), further improving the non-financial data measured by % of signatories and audits under IMCD's Financial STI criteria
collection process and, thirdly, increasing the group's supply chain partners) and sustainable procurement (% Both the organic growth and M&A growth criteria
EcoVadis ESG rating to achieve Gold level recognition. of product sourced from ESG rated suppliers). were met above the maximum opportunity level.
Based on this performance, the Supervisory Board
The Supervisory Board was delighted that the EcoVadis (iii) Diversity target granted the maximum, capped, amount for these two
Gold rating was obtained in the Company's 2021 annual In respect of diversity, a metric target was set components, equal to 5.4 and 0.9 months of base
assessment. This represents an acknowledgement to realise at least 40% female appointments in salary, respectively).
of IMCD's efforts to implement robust management vacancies for senior management roles in 2021. The
systems and transparent reporting on ESG matters. Supervisory Board was deligthed to learn that this
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< Contents page IMCD Annual Report 2021
Hence, the total STI bonus for 2021 granted to each of dividing the value of the maximum opportunity (150% reviewed and updated annually, if necessary. For the
FOREWORD BY the Management Board members, amounted to 93% of of base salary) by the average IMCD share price in the 2021 LTI plan, the following companies are included in
THE CEO
the maximum opportunity (equal to 8.4 months of base month ofDecember of the preceding year. the TSR peer group.
2021 salary). This resulted in a gross cash bonus payment of
HIGHLIGHTS EUR 468.112 to the CEO and EUR 364.658 to the CFO. On an annual basis, the Supervisory Board selects the COMPANY STOCK EXCHANGE
2021 FINANCIAL targets for the Management Board long-term incentive Aalberts Industries NV Euronext Amsterdam
HIGHLIGHTS Long-term incentive (LTI) plan and determines their weight. The long-term Brenntag AG Frankfurt Stock Exchange
The members of the Management Board receive a incentive plan for the Management Board members B&S Group S.A. Amsterdam Stock Exchange
GLOBAL
PRESENCE share based remuneration, for which the conditions does not include an award in the form of (share) Bunzl Plc London Stock Exchange
are defined in the long-term incentive plan for options. Further details on the conditional shares DKSH Holding AG SIX Swiss Exchange
HISTORY the Management Board. The purpose of the LTI awarded are presented below in the section “Actual Electrocomponents Plc London Stock Exchange
plan is to drive long-term performance, support remuneration paid in 2021". Essentra Plc London Stock Exchange
SHAREHOLDER
INFORMATION retention and to further strengthen the alignment with Ferguson Plc London Stock Exchange
shareholders’ interests. LTI performance criteria for 2021 Travis Perkins Plc London Stock Exchange
ABOUT IMCD The following table shows the selected criteria and their Rexel SA Euronext Paris
OUR BUSINESS
LTI structure and value weight, together with the performance ranges and pay- Univar Inc Nasdaq
GROUPS The LTI plan is structured in a way that contributes out levels that were set for the 2021 LTI plan.
to the simplicity and transparency of IMCD’s Pensions and other benefits
STRATEGY &
BUSINESS
overall remuneration policy. Under the LTI plan the CRITERIA PERFORMANCE THRESHOLDS WEIGHT In 2021, the Management Board members participated
Management Board members are eligible to annual < 10% below target - 0% in the "IMCD pension scheme", a collective defined
PERFORMANCE awards of conditional performance shares, that vest 1 ≥ 5-10% below target - 50% benefit plan based on average pay, insured by AEGON
Cash EPS growth 50%
after a three-year performance period. Vesting depends ≤ > 5% range of target - 100% Levensverzekering N.V. In accordance with Dutch
GOVERNANCE ≥ 5% above target - 150%
on achievements in relation to pre-set targets and pension legislation, the pensionable salary was capped.
is subject to continuous employment. An additional • Fourth quartile - 0%
FINANCIAL
Relative TSR in • Third quartile - 50%
The applicable cap for 2021 was EUR 112,189.
STATEMENTS holding period of two years is applicable to vested 50%
2021 peer group 2 • Second quartile - 100%
shares so that shared are held for a minimum period • First quartile - 150% As in previous years, the pension premiums for the
of 5 years from the grant date. 1 participation of the Management Board members due
EPS: Earnings per share
2 TSR: Total Shareholder Return in 2021 were paid by the Company. Pension rights are
The long-term incentive structure applies equally to accrued for in the financial statements in accordance
both the CEO and the CFO as follows: with IFRS / IAS 19.
The performance parameters for the 2021 LTI Plan
are measured over a three year performance period
LTI VARIABLE PAY STRUCTURE (% OF BASE SALARY) (financial years 2021-2023). For commercial and Pursuant to their service agreements, the Management
Under performance (below set threshold) 0% strategic reasons, the actual EPS target number is Board members receive customary fringe benefits
At target performance 100% not disclosed. including a fixed expense allowance, fixed contribution
Maximum opportunity (capped) 150% to healthcare insurance and a company car.
TSR peer group
The conditional shares are awarded at the beginning of The peer group used for the calculation of the outcome
the first year of the performance period (usually in the of the TSR component under the 2021 LTI plan,consists
first quarter). The number of shares is calculated by of 11 companies, plus IMCD. The TSR peer group is
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98
< Contents page IMCD Annual Report 2021
SHAREHOLDER Hans Kooijmans, CFO 2021 2021-2023 25 Feb 2021 Q1 2024 Q1 2026 7,554 - 7,554
INFORMATION
2020 2020-2022 26 Feb 2020 Q1 2023 Q1 2025 9,889 - 9,889
ABOUT IMCD 2019 2019-2021 28 Feb 2019 24 Feb 2022 28 Feb 2024 13,220 13,220 7,024
2018 2018-2020 9 May 2018 25 Feb 2021 9 May 2023 12,533 12,533 6,659
OUR BUSINESS
GROUPS
2017 2017-2019 29 Mar 2017 26 Feb 2020 29 Mar 2022 7,182 7,182 3,627
Total 32,935 34,753
STRATEGY & 1 The LTI performance period spans the period from 1 January in the first performance year up to and including 31 December of the third year thereafter.
BUSINESS
2 The vesting date under any LTI plan is equal to the date of the Supervisory Board’s decision that establishes the number of performance shares that make up the unconditional award. This decision is usually taken during the first or
PERFORMANCE second Supervisory Board meeting in the year that follows the expiration of the performance period.
3 Management Board members are allowed to sell shares that vested after such shares have been retained for a five-year period from the date of the conditional award.
GOVERNANCE 4 The number of shares provided in this column represents the maximum opportunity.
5 The number of shares provided in this column represents the gross number of shares vested under the respective LTI plan for the listed year, before deduction of personal income taxes.
FINANCIAL
STATEMENTS
2021
Movements in share positions performance period 2021-2023 and determine the met at the maximum level (with IMCD ranking in the
The table above depicts the movements in the number of conditional shares that will vest. first quartile).
Management Board’s share position due to the
share-based remuneration to the Management Board Vesting 2018 long-term incentive Hence, 16,518 shares vested for the CEO and 12,533
members in the past five years. At the beginning of 2021, conditional performance shares vested for the CFO, having a corresponding value
shares vested under the 2018 LTI plan. The three year of 150% of their applicable annual base salary at the
2021 long-term incentive award performance period for this plan ended with the close time of granting in 2018.
Under the 2021 LTI Plan the members of the of the calendar year 2020. The ‘at-target’ opportunity
Managemetn Board were granted 9,698 and 7,554 equalled 100% of the Management Board members’ Other remuneration information
conditional performance shares respectively, as set annual base salary. The maximum opportunity was
out in the table above. This number represents the capped at 150%. Compliance with the remuneration policy
maximum opportunity for each member. In 2021, the application of the remuneration policy for
The Cash EPS target was met above the level of the Management Board was consistent with the policies
At the beginning of 2024, the Supervisory Board will the maximum pay-out threshold. The TSR target was included therein. No deviation or derogation took place.
review the outcome of performance in the three year The Supervisory Board did not use discretion to deviate
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< Contents page IMCD Annual Report 2021
from the mathematical outcomes based on the pre-set revised calculation method is applied in the table below Directive. The 2020 remuneration report was received
FOREWORD BY metrics and targets for the 2021 compensation. for both 2020 and 2021. well, with 94.09% of votes cast in favour of approval
THE CEO
(2020: 94.46%).
2021 Long-term value creation YEAR TOTAL MB AVERAGE TOTAL PAY
HIGHLIGHTS Both the structure for the Management Board’s Based on this high approval rate, no changes have been
MEMBER COMPENSATION RATIO
remuneration as well as the targets set by the REMUNERATION (EUR) 2 made to the format of this report for 2021, other than
2021 FINANCIAL
(EUR 1,000) 1
HIGHLIGHTS Supervisory Board for the 2021 remuneration that the information has now been integrated in the
contributed to a focus on long-term value creation. A CEO 2021 2,056 82,680 24.9 Annual Report. An effort was made to provide more
GLOBAL 2020 2,186 80,214 27.3
PRESENCE substantial part of the 2021 remuneration was made up insight in and include clear metrics for the non-financial
of variable components, based on performance (63% CFO 2021 1,622 82,680 19.6 bonus criteria.
HISTORY for both the CEO and CFO, as shown in the table 2020 1,708 80,214 21.3
"Remuneration costs of individual MB members’" on 1 Total MB member remuneration set out in this table is different from
SHAREHOLDER
INFORMATION page 98). 2020. For transparency and clarity, and in line with the guidance Remuneration of the
provided by the Monitoring Committee for the Dutch Corporate Supervisory Board
ABOUT IMCD 60% of the 2021 STI bonus was made dependent on Governance Code, the total remuneration, including all fixed and
OUR BUSINESS
organic growth, ensuring a long-term mindset focussed variable elements as reported in note 53 of the financial statements Compliance with the remuneration policy
GROUPS on sustainable growth. The non-financial KPI’s set for to the Annual Report 2021 is used for the calculation. In 2021, the application of the remuneration policy for
the 2021 STI bonus were also geared to ensure progress 2 Based on the guidance provided by the Monitoring Committee the Supervisory Board was consistent with the policies
STRATEGY &
BUSINESS
on topics that benefit the Company’s organisation in for the Dutch Corporate Governance Code, the average employee included therein. No deviation or derogation took place.
the long-term, with, in 2021, a focus on the integration remuneration is calculated with the numbers as reported in note
PERFORMANCE and performance of Signet in India, metric targets 10 (Personnel Expenses), as follows: total employee expenses/total The remuneration of the members of the Supervisory
for sustainability and diversity, and strengthening of average FTE. Board is determined by the General Meeting. It is not
GOVERNANCE
IMCD's ICT systems and environment to counter made dependent on the Company’s results and none of
FINANCIAL cybersecurity threats. Although the calculation method for the pay ratio the members of the Supervisory Board receive shares,
STATEMENTS changed, the representative reference group (all options for shares or similar rights to acquire shares as
2021
Finally, the 2021 LTI programme uses a 3 year period employees) remained the same. IMCD monitors the part of their remuneration.
and financial targets that contribute to a focus on long development of the internal pay ratio over multiple
term value growth for IMCD’s shareholders. years and, to the extent possible, compares the The General Meeting of Shareholders approved a
outcome with the published pay ratio's of industry revision of the annual fixed fees for the Supervisory
Internal pay ratio peers, as well as other companies included in the AEX Board remuneration in 2020. This was the first revision
As per the guidance issued by the monitoring and AMX indices. Compared to these companies, the since IMCD’s listing in 2014. No further revisions took
committee for the Dutch Corporate Governance Code, internal pay ratio of IMCD is at the lower end of the place in 2021. The fees as listed in the following table
the pay-ratio used by IMCD reflects the annual spectrum. Whilst the Supervisory board has not set a and applied throughout the year.
remuneration of all IMCD employees worldwide relative specific range for the pay ratio, it feels that the current
to the total remuneration for the CEO and CFO, pay ratio is reasonable.
including all elements (fixed and variable) as included
in the financial statements on an IFRS basis. This Information on shareholder advisory vote
is a deviation from the calculation method used in At the 2021 AGM, the 2020 remuneration report was
previous years. For a meaningful comparison, the subject to an advisory vote for the second time since
the implementation of the Revised Shareholders’ Rights
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101
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO
Corporate governance
nomination by an absolute majority of votes cast that
2021 represent at least one-third of the issued share capital.
HIGHLIGHTS IMCD N.V. is a public company with limited liability (naamloze vennootschap)
2021 FINANCIAL under Dutch law with a two-tier board structure. IMCD is managed by a Management The Management Board represents the company and
HIGHLIGHTS acts in accordance with the Articles of Association
Board under the supervision of a Supervisory Board. The Management Board and the
and the Management Board Rules (available on
GLOBAL Supervisory Board are accountable to the general meeting of IMCD’s shareholders the company’s website), which provide a detailed
PRESENCE
(General Meeting). The Management Board has chosen to work with an Executive description of the Management Board’s responsibilities
HISTORY
Committee. The role, duties and composition of the Executive Committee are described and functioning. Certain important resolutions of
the Management Board identified in the Articles of
SHAREHOLDER
INFORMATION
in this section. Association require the approval of the Supervisory
Board and/or the General Meeting.
ABOUT IMCD
OUR BUSINESS
Governance structure IMCD’s governance structure is subject to Dutch The Management Board has been designated, most
GROUPS law and regulated by IMCD's Articles of Association recently at the 2021 AGM, as the corporate body
The Dutch corporate governance code (the "Code") (available on the Company’s website). The provisions of authorised to issue shares and/or grant rights to
STRATEGY & provides principles and guidance for the governance the Dutch Civil Code (DCC) that are commonly referred
BUSINESS acquire shares up to 10% of the total number of issued
of Dutch listed companies, and is aimed at ensuring to as the ‘large company regime’ (structuurregime) shares, and to restrict or exclude pre-emptive rights
PERFORMANCE effective cooperation and good governance. IMCD do not apply to IMCD. pertaining to such issue of shares, subject to the prior
fully endorses the objective of the Code to foster approval of the Supervisory Board. By virtue of its
GOVERNANCE
good governance by encouraging fair and transparent authorisation by the General Meeting, the Management
FINANCIAL dealings on the part of management, Supervisory Management Board Board is also authorised to purchase shares in the
STATEMENTS Board members and shareholders. In addition, IMCD company, up to a maximum of 10% of the issued shares
2021
is committed to a governance structure that best and The Management Board manages the day-to-day and subject to the prior approval of the Supervisory
most effectively supports its business, that meets the operations of IMCD and is responsible for designing Board. These instructions and authorisations are given
needs of its stakeholders and that complies with all and achieving the company’s objectives and strategy. for a period of 18 months and renewal is requested
relevant rules and regulations. The Management Board, whose two members hold annually at the AGM. No authorisation from the General
joint responsibility, is supported by the Executive Meeting is required for the acquisition of fully paid up
IMCD’s corporate governance structure is designed in Committee, which is responsible for, among other shares for the purpose of transferring these shares
accordance with the Code and was approved by the things, regional operations and certain general group- to employees of the company or of an IMCD group
General Meeting on 26 June 2014. After the revision level management activities. company under any employee share plan.
of the Code in December 2016, and the revised Code
applying to IMCD for the first full year in 2017. The The Management Board members are appointed (and Conflicts of interest
key aspects of IMCD's corporate governance structure may be reappointed) for a term of up to four years All legal transactions where a conflict of interest
and compliance with the revised Code were again by the General Meeting in accordance with a binding exists or could arise with regards to members of the
presented to and discussed at the 2018 Annual General nomination by the Supervisory Board. The General Management Board must be handled on arm’s-length
Meeting (AGM). Meeting can overrule the binding character of the terms and must be approved by the Supervisory Board.
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< Contents page IMCD Annual Report 2021
STRATEGY &
BUSINESS
Remuneration of the Management Board
With its remuneration policy for the Management
PERFORMANCE Board, IMCD aims to attract, motivate and retain
highly qualified executives by providing them with a
GOVERNANCE
balanced and competitive remuneration package that
FINANCIAL is focused on sustainable results and is aligned with
STATEMENTS IMCD’s long-term strategy. In line with the policy,
2021
the remuneration packages of the Management Board
members consist of fixed and variable components, The revised remuneration policy for the Management Executive Committee
including a long-term incentive plan (for the annual Board was adopted by the General Meeting on 30 June
award of conditional performance shares) approved by 2020, with 94.85% of votes cast in favour. No The structure in which the Management Board is
the General Meeting. The remuneration of the individual further changes took place in 2021. The remuneration supported by an Executive Committee was formalised
members of the Management Board (including the policy for the Management Board is available on the in 2011. At the time, this structure was chosen as a
awarding of shares) is determined by the Supervisory company's website. means of ensuring an efficient flow of - commercial and
Board, with due observance of the remuneration policy strategic - business information to the Management
for the Management Board. In compliance with the Code, the service agreements Board, while allowing the Management Board to remain
with Management Board members contain provisions small. In addition, the Executive Committee serves as
In 2020, the remuneration policy for the Management on severance arrangements, claw-back and public a sounding board to the Management Board, making
Board was reviewed to bring the policy in line with offering consequences. Annually, the Supervisory Board recommendations and providing guidance and support
new legal requirements arising from the incorporation reports on the implementation of the remuneration on strategy implementation. The non-Management
of the Revised Shareholders' Rights Directive (EU policy for the Management Board in its remuneration Board members of the Executive Committee are
directive 2017/828 of 17 May 2017) into Dutch law. report, which is published on the company’s website. appointed by the Management Board.
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< Contents page IMCD Annual Report 2021
The responsibilities of the Executive Committee include Supervisory Board Supervisory Board committees
group performance, realisation of operational and In 2021, the Supervisory Board was supported by
financial objectives, people strategy and identification The Supervisory Board monitors and supervises the two committees:
and management of risks connected to the business activities of the Management Board and the general
activities. The non-Management Board members course of business within IMCD. It also supports the • an Audit Committee, responsible for supervising the
of the Executive Committee may take on certain Management Board with advice. In performing their quality and integrity of the IMCD’s financial reporting
management activities at group level in addition to duties, the Supervisory Board members are guided by and internal risk management and control systems,
their specific Managing Director or Business Group the interests of the company and its business, taking including legal and ethical compliance, and advising
Director roles and support the Management Board in into account the relevant interests of all stakeholders. the Supervisory Board and Management Board in
the implementation of the company's group policies The members of the Supervisory Board are jointly relation to these matters; and
throughout the organisation. responsible for the functioning of the Supervisory • a Remuneration Committee, responsible for advising
Board and assess its performance internally on a the Supervisory Board on the remuneration of the
During 2021, IMCD’s Executive Committee was regular basis. Management Board.
composed of six members: the two members of the
Management Board and four managing or business The Supervisory Board must consist of at least five Both committees are composed of at least two
group directors. members. The composition of the Supervisory Board Supervisory Board members.
is such that the combined experience, expertise and
The Management Board remains accountable for the independence of its members enables the Supervisory The Supervisory Board acts in accordance with the
actions and decisions of the Executive Committee and Board to best carry out the variety of the Supervisory Articles of Association and the Supervisory Board
has ultimate responsibility for the company’s external Board’s responsibilities. rules, which include the Supervisory Board profile,
reporting and reporting to the company’s shareholders. a resignation rota and the rules governing the
The Supervisory Board members are appointed by Supervisory Board committees. The Supervisory Board
The Supervisory Board engages with the members of the General Meeting in accordance with a binding rules are available on the company's website.
the Executive Committee during its Supervisory Board nomination by the Supervisory Board. The General
meetings and/or work visits, as well as in informal Meeting may overrule the binding character of the Remuneration of the Supervisory Board
contact outside of such meetings. In December 2021, nomination by an absolute majority of the votes The General Meeting determines the remuneration of
all members of the Executive Committee were present cast, representing at least one-third of the issued the members of the Supervisory Board. To comply with
during the (virtual) Supervisory Board meeting, where, share capital. Members of the Supervisory Board the Revised Shareholders' Rights Directive, a written
amongst other things, budget, strategy and risk are appointed for a term of four years and may be remuneration policy for the Supervisory Board was
management were discussed. reappointed for a second term of four years. Thereafter, adopted by the General Meeting in 30 June 2020, with
two additional extensions are possible of two years 99.94% of votes cast in favour.
each, bringing the total period of appointment to a
maximum of 12 years. With the remuneration policy for the Supervisory Board,
the company aims to attract, motivate and retain highly
skilled individuals with the right balance of qualities,
capabilities, profile and experience, as may be needed
from time to time to oversee the company’s strategy,
strategy implementation and performance, as well as
to act as advisors to the members of the Management
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< Contents page IMCD Annual Report 2021
Board in support of their focus on long-term growth and experience, as well as the (expected) team dynamics received the request no later than on the 60th day prior
FOREWORD BY sustainable success of the company and its business. have priority in the selection and nomination process. to the date of the General Meeting.
THE CEO
2021 The guiding principle remained that remuneration of The diversity policy is implemented organically. For Each shareholder may attend General Meetings,
HIGHLIGHTS the Supervisory Board may not be made dependent on the Supervisory Board and Executive Committee, the address the General Meeting and exercise voting rights
2021 FINANCIAL the company’s results. No member of the Supervisory diversity policy will be taken into account in the pro rata to its shareholding, either in person or by
HIGHLIGHTS Board shall receive shares, options for shares or similar selection and nomination process for each future proxy. Shareholders may exercise these rights if they
rights to acquire shares as part of their remuneration. vacancy. As to the composition of the Management are the holders of shares on the record date, which is
GLOBAL
PRESENCE Board, the diversity policy will be taken into account the 28th day before the date of the General Meeting,
The remuneration policy for the Supervisory Board is if and when the current members of the Management andprovided they or their proxy have notified the
HISTORY available on the company's website. Board are to be succeeded. company of their intention to attend the General
Meeting. In 2020, in a response to the COVID-19
SHAREHOLDER
INFORMATION In 2021, no vacancies occurred in the Supervisory pandemic, emergency legislation came into force in the
Diversity on the Supervisory Board, Management Board or Executive Committee. Netherlands, making it possible for companies to hold
ABOUT IMCD
Board, Management Board and General Meetings without the physical attendance of
OUR BUSINESS Executive Committee participants. This emergency legislation was extended
GROUPS General Meeting of Shareholders several times, also during 2021, and is still in force at
IMCD recognises the importance of diversity on its the date of this Annual Report.
STRATEGY &
BUSINESS
Supervisory Board, Management Board and Executive Shareholders of IMCD may exercise their rights
Committee, and believes that the company's business through annual and extraordinary general meetings Subject to certain exceptions set forth by law or
PERFORMANCE activities benefit from a wide range of skills and a of shareholders (the General Meeting). The Annual in the Articles of Association, resolutions of the
variety of backgrounds and nationalities. A diverse General Meeting (AGM) is held each year before General Meeting are passed by an absolute majority of
GOVERNANCE
composition contributes to a well-balanced decision- July. Due to the continuing impact of the COVID-19 votes cast.
FINANCIAL making process and the proper functioning of the board pandemic, the 2021 AGM was postponed to 22 June to
STATEMENTS or committee. The Supervisory Board's diversity policy allow it take place in the form of a physical meeting. The powers of the General Meeting are specified in the
2021
is available on the company's website. Articles of Association and include adoption of IMCD’s
Extraordinary General Meetings (EGM) are held as often financial statements, appointment and dismissal of
The diversity policy is aimed at having a diverse as the Management Board and/or the Supervisory Supervisory Board and Management Board members
composition of members on the Supervisory Board, Board deem desirable. In addition, one or more and the allocation of profit, insofar as it is at the
the Management Board and the Executive Committee shareholders, who solely or jointly represent at least disposal of the General Meeting. Resolutions to amend
in order to ensure that the knowledge, skills and one-tenth of the issued capital, may request that the Articles of Association or to dissolve the company
experience present are complementary, enabling each a General Meeting be convened. Notice of General may only be taken by the General Meeting upon a
member to make a valuable contribution in carrying Meetings is given no later than 42 days before the day proposal of the Management Board with the approval
out the various responsibilities of the board or of the meeting through the publication of a convocation of the Supervisory Board.
committee. When considering vacancies, achieving notice on the website of IMCD.
and/or maintaining an appropriate balance in gender, Shares
age and geographic background or nationality are Shareholders representing, either solely or jointly with The authorised capital of the company comprises a
important aspects that will be taken into account other shareholders, at least 3% of the issued share single class of registered shares. All shares are traded
as well. However, complementary expertise and capital in IMCD may request the company to put an via the giro-based securities transfer system and are
item on the agenda provided that the company has registered under the name and address of Euroclear. All
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< Contents page IMCD Annual Report 2021
OUR BUSINESS
GROUPS Rules regarding
inside information
STRATEGY &
BUSINESS
IMCD has implemented measures to comply with the
PERFORMANCE provisions of the Financial Markets Supervision Act
and the EU Market Abuse Regulation intended to
GOVERNANCE
prevent market abuse, such as insider trading, tipping
FINANCIAL and market manipulation. In addition, the company
STATEMENTS maintains rules regarding the reporting and regulation
2021
of transactions in IMCD shares or other IMCD financial
instruments. The IMCD insider trading rules are kept meets periodically throughout the year and reports to Management Board into account. The General Meeting
up to date to reflect legislative developments and the Audit Committee. re-appointed Deloitte Accountants B.V. As external
apply to members of the Management Board, the auditor of the company for the financial year 2021.
Executive Committee, the Supervisory Board and other
designated persons within IMCD. The IMCD insider External auditor In principle, the external auditor attends in principle,
trading rules are available on the Company’s website. all meetings of the Audit Committee. The findings of
Under Dutch law, the external auditor of the company is the external auditor, the audit approach and the risk
IMCD has established a Disclosure Committee to appointed by the General Meeting. In accordance with analysis are also discussed at these meetings. The
manage the disclosure of inside information and the Dutch Corporate Governance Code and Regulation external auditor attends the meeting of the Supervisory
to ensure compliance with regulatory requirements (EU) 537/2014, the Supervisory Board selects and Board in which the report of the external auditor on
regarding all disclosures and filings to be made to the nominates an external auditor for appointment, upon the audit of the financial accounts is discussed, and in
Dutch Authority for the Financial Markets, Euronext advice from the Audit Committee. The Supervisory which the annual accounts are approved.
Amsterdam N.V. and any other relevant stock exchange Board and the Audit Committee assess the functioning
or supervisory authority. The Disclosure Committee of the external auditor, taking the observations of the
106
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107
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO
Risk factors and risk management
2021 Risk appetite
HIGHLIGHTS In achieving its objectives, IMCD faces risks and uncertainties, including those faced
2021 FINANCIAL due to macroeconomic conditions, regional and local market developments and internal IMCD's risk appetite varies per risk category and per
HIGHLIGHTS type of risk. The risk appetite per risk category is
factors. IMCD strives to identify and control those risks and uncertainties as early as
as follows:
GLOBAL possible. Risk management is an essential element of IMCD's corporate governance and
PRESENCE
is embedded in the company's business processes.
HISTORY STRATEGIC Moderate
SHAREHOLDER
INFORMATION Although the company recognises the risks and IMCD distinguishes the following risk categories in its
OPERATIONAL Low
uncertainties associated with its business activities, risks management framework:
ABOUT IMCD
IMCD believes that the broad diversity of its business in
OUR BUSINESS terms of product portfolio, geographies, suppliers, end- ST
RATEGI C
Low
COMPLIANCE
GROUPS market sectors and customers can lessen the impact
of local and regional economic changes. However, if
STRATEGY &
BUSINESS adverse circumstances are pronounced and/or long FINANCIAL Low
lasting, they can have a significant impact on the
PERFORMANCE company's business and the results of its operations.
MPL I ANCE ERAT I ONAL
IMCD is affected by demand fluctuations and other CO OP • Strategic: in pursuing its strategy, IMCD is prepared
GOVERNANCE
developments in the broader economy and weak to take moderate risk, including the exploration
FINANCIAL economic conditions may have a material adverse of new business opportunities and possibilities for
STATEMENTS acquisitions and expansion
2021
effect on the group.
• Operational: with respect to operational risks, IMCD
The IMCD risk management policy is aimed at striking FIN
ANCI AL seeks to minimise the risks of unforeseen operational
the best balance between maximisation of business failures within its businesses
opportunities within the framework of the company's • Compliance: with respect to compliance risks, IMCD
strategy, and managing the risks involved. maintains a risk-averse strategy. IMCD strives to
comply with all applicable laws and regulations,
with a particular focus on health, safety and
environmental laws
• Financial: with respect to financial risks, IMCD
maintains a cautious financing structure and stringent
cash management policy
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< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO
Risk management framework Risk management tasks Risk management elements
and responsibilities
2021 Although IMCD benefits from its geographical, market, The elements of IMCD’s risk management system are
HIGHLIGHTS client and product portfolio spread, IMCD’s well- IMCD’s risk management and control systems are the following:
2021 FINANCIAL structured risk management process is designed designed to identify and analyse the risks faced by the
HIGHLIGHTS to manage the residual risks in a transparent and group at various levels, to determine and implement 1. Control environment, including:
controlled manner. IMCD’s comprehensive internal appropriate risk controls, and to monitor risks and the • organisational culture based on ethical conduct and
GLOBAL
PRESENCE control and risk management systems, including way the risks are controlled. The identification and compliance, clear responsibilities and short and open
supporting tools, are continuously monitored by the management of climate change risks follow the same lines of communication
HISTORY Supervisory Board, Management Board, Corporate risk-management process. • IMCD group policies including business principles,
Control, Internal Audit and by regional and local management instructions and manuals
SHAREHOLDER
INFORMATION management, improved when required and modified in Key activities within IMCD's risk management and • continuous compliance training of employees
line with changes in internal and external conditions. control systems are: • risk management embedded in the business
ABOUT IMCD • identification of key business risks, based on processes at all levels of the organisation
OUR BUSINESS
In 2021 Corporate Control, in cooperation with likelihood of occurrence and their potential impact
GROUPS Internal Audit, has completely reworked the IMCD • setting and maintaining key controls for managing 2. Risk assessment and control
risk and control framework by means of a bottom-up and preventing the key risks procedures, including:
STRATEGY &
BUSINESS
approach. Meetings were held with all department • identification of risks via risk self-assessments,
leaders to identify all potential risks applicable to The Management Board, under supervision of the coordinated by Corporate Control and Corporate
PERFORMANCE each department. This included the identification of Supervisory Board, has overall responsibility for Health Safety and Quality (HSEQ)
climate change related risks and the impact of (future) the IMCD risk management and control systems. • implementation and optimisation of effective and
GOVERNANCE
regulations with regards to climate change. This risk Management of regional holding and operating efficient control procedures at various levels of
FINANCIAL overview was shared with a group of key internal companies is responsible for operational performance the organisation
STATEMENTS stakeholders to rate these risks on the potential and compliance and for managing the associated
2021
likelihood of the risk to occur and the potential impact local risks. 3. Information, communication and
on various levels. Furthermore, the risks were allocated monitoring, including:
to the respective categories (strategic, operational, • harmonised reporting on operations, financial results,
compliance and financial). The key risks resulting financial positions and key risks
from this assessment were added to the framework • periodical monitoring and reviews of financial results
and appropriate control measures were allocated or and risk management by corporate management
redefined for risk mitigation purposes. • periodical reviews on HSEQ management by
corporate HSEQ
The resulting revised IMCD risk and control framework • regular review meetings between corporate and
was put in place at the end of 2021. local management
• internal audits performed by IMCD's internal auditors
109
< Contents page IMCD Annual Report 2021
manage risks, but cannot provide absolute certainty Significant risks also includes scenario analysis on the impact of our
FOREWORD BY
THE CEO
that human errors, losses, fraud and infringements of and uncertainties strategy and the financial position.
laws and regulations will be prevented. Management
2021 has assessed whether IMCD's risk management In the following section, the main risks and the way The methodology and detailed set of KPI’s and metrics
HIGHLIGHTS and control systems provide reasonable assurance IMCD manages these risks are described. None of the will be included in the IMCD Sustainability report for
2021 FINANCIAL that the financial reporting does not contain any significant risks and uncertainties materially affected 2021 which is set to be published mid-2022.
HIGHLIGHTS material misstatements. IMCD's position. The main risks and their importance
are disclosed in the following table. We decided not to
GLOBAL
PRESENCE Based on the approach outlined above, the include the (COVID-19) pandemic risk separately as we
Management Board is of the opinion that, to the best perceive this as an important factor affecting the risks
HISTORY of its knowledge, the internal risk management and that have already been identified in the past.
control systems are adequately designed and operated
SHAREHOLDER
INFORMATION effectively in the year under review and hence provide Taskforce on Climate-related Financial
reasonable assurance that the financial statements are Disclosures (TFCD)
ABOUT IMCD free of material misstatements. The identification of climate change related risks and
OUR BUSINESS
opportunities are integrated in the risk management
GROUPS procedures and incorporated in the update of the IMCD
risk and control framework in 2021.
STRATEGY &
BUSINESS
In the coming year the identified climate change
PERFORMANCE related risks and opportunities will be further analyzed,
including the impact on financial performance and
GOVERNANCE
financial planning in short, medium and long term. This
FINANCIAL
STATEMENTS
2021 RISK LIKELIHOOD IMPACT
110
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO Strategic
2021
HIGHLIGHTS
111
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO Operational
2021
HIGHLIGHTS
Climate change It is widely recognised that climate change poses significant risks to Potential climate factors are considered in the selection process of logistics service providers with
natural, social and economic systems across the globe. The range of respect to accessibility and back-up procedures in the event of environmental incidents.
hazards is broad, from slow onset weather pattern changes to sudden
extreme events. The consequent potential impacts affect ecosystems
and natural environments, and therefore might directly or indirectly
cause serious technical, financial, geopolitical and other changes in
society. Some of these risks might impact IMCD’s activities, for example
disruptions to transportation infrastructures due to extreme weather
events, or shortages of some feedstock due to agricultural losses.
112
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO Compliance
2021
HIGHLIGHTS
ABOUT IMCD
Taxes are paid where the economic activity occurs. In cases when there is insufficient local
OUR BUSINESS knowledge with respect to tax cases, the Company makes use of external advisors to ensure
GROUPS compliance with local tax requirements.
STRATEGY &
Anti-corruption Non-compliance with anti-corruption and bribery laws could Specific internal policies on anti-corruption and anti-bribery are in place, offering our employees
BUSINESS and bribery lead to fines and potential prosecution of employees, and could clear examples of conduct that should be avoided. A continuous compliance training programme
substantially harm the company’s reputation. is in place to create and maintain awareness of ethical business practices and to ensure
PERFORMANCE compliance with applicable trade restrictions, antitrust and anti-bribery laws, market abuse
rules and other compliance regulations and more. IMCD uses an online learning (e-learning)
GOVERNANCE platform and a standardised group compliance training curriculum as part of the IMCD
compliance programme.
FINANCIAL
STATEMENTS
2021
113
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO Financial
2021
HIGHLIGHTS
114
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO
Statement of the In accordance with best practice provision 1.4.3. of the
Code, the Management Board of IMCD N.V. furthermore
states that:
2021
HIGHLIGHTS
Management Board
1. this report provides sufficient insight into any
2021 FINANCIAL shortcomings in the effectiveness of the internal risk
HIGHLIGHTS
The Management Board of IMCD N.V. hereby declares, management and control systems;
in accordance with article 5:25c of the Dutch Financial 2. those systems provide reasonable assurance
GLOBAL
PRESENCE Supervision Act, that to the best of its knowledge: that the financial report does not contain any
material misstatements;
HISTORY
1. the financial statements, which have been prepared 3. in the current situation, it is appropriate for the
in accordance with IFRS-EU and Part 9 of Book financial report to be prepared on a going concern
SHAREHOLDER
INFORMATION 2 of the Dutch Civil Code, and included in the basis; and
annual report, provide a true and fair view of the 4. this report states those material risks and
ABOUT IMCD uncertainties that are relevant to the expectation
assets, liabilities and financial position of IMCD as at
OUR BUSINESS 31 December 2021 as well as of the profit or loss of of the company’s continuity for the period of twelve
GROUPS
IMCD N.V. and its consolidated enterprises; months after the preparation of the report.
STRATEGY & 2. this report provides a true and fair view of the
BUSINESS position as at 31 December 2021 and of the business Rotterdam, 24 February 2022
performance during the 2021 financial year of
PERFORMANCE
IMCD N.V. and the companies associated with it, Management Board
the results of which are included in the financial Piet van der Slikke
GOVERNANCE
statements; and Hans Kooijmans
FINANCIAL 3. the key material risks to which IMCD N.V. is exposed
STATEMENTS
2021 are described in the annual report.
115
< Contents page IMCD Annual Report 2021
FOREWORD BY
THE CEO Financial statements
2021
HIGHLIGHTS
2021 FINANCIAL
2021
HIGHLIGHTS
GLOBAL
PRESENCE
HISTORY
SHAREHOLDER
INFORMATION
ABOUT IMCD
OUR BUSINESS
GROUPS
STRATEGY &
BUSINESS
PERFORMANCE
GOVERNANCE
FINANCIAL
STATEMENTS
2021
116
IMCD Annual Report 2021
Contents
Consolidated statement of financial position as of 30 Employee benefits 187 Other information not forming part of the
31 Provisions 192
31 December 2021 118 32 Trade and other payables 193 financial statements 227
33 Financial Instruments 194 Ten-year summary 228
Consolidated statement of profit or loss and other 34 Off-balance sheet commitments 198
comprehensive income 119 35 Related parties 198
36 Subsequent events 199
Consolidated statement of changes in equity 120
Company balance sheet as of 31 December 2021 201
Consolidated statement of cash flows 122
Company income statement 202
Notes to the Consolidated financial statements 123
Notes to the Company financial statements 203
1 Reporting entity 123
2 Basis of preparation 123 37 General 203
3 Significant accounting policies 132 38 Principles for the measurement of assets and
4 Determination of fair values 144 liabilities and the determination of the result 203
5 Financial risk management 145 39 Operating income 203
6 Operating segments 153 40 Personnel expenses 203
7 Acquisition of subsidiaries 155 41 Income tax expenses 203
8 Revenue 159 42 Participating interest in group companies 204
9 Other income 161 43 Deferred tax assets 205
10 Personnel expenses 161 44 Trade and other receivables 205
11 Non-recurring income and expenses 162 45 Accounts receivable from subsidiary (current) 205
12 Share based payment arrangements 163 46 Shareholders' equity 206
13 Other operating expenses 164 47 Non-current liabilities 208
14 Net finance costs 165 48 Current liabilities 209
15 Income tax expense 166 49 Financial instruments 210
16 Earnings per share 168 50 Off-balance sheet commitments 210
17 Property, plant and equipment 169 51 Fees of the auditor 210
18 Intangible assets 171 52 Related parties 211
19 Leases 175 53 Compensation of the Management Board and the
20 Non-current assets by geographical market 176 Supervisory Board 211
21 Equity-accounted investees 177 54 Provision regarding the appropriation of profit 212
22 Other financial assets 177 55 Subsequent events 212
23 Deferred tax assets and liabilities 178
24 Inventories 180 List of group companies as per 31 December 2021 213
25 Trade and other receivables 181
26 Cash and cash equivalents 182 Other information 216
27 Capital and reserves 183
28 Non-controlling interest 184
29 Loans and borrowings 184
117
< Contents page IMCD Annual Report 2021
CONSOLIDATED
FINANCIAL
STATEMENTS
Consolidated statement of financial position
COMPANY
as of 31 December 2021
FINANCIAL
STATEMENTS
Assets Equity 27
Property, plant and equipment 17 97,932 94,950 Share capital 9,118 9,118
Share premium 1,051,438 1,051,438
Goodwill 1,257,011 1,022,593 Reserves (63,895) (123,203)
Other intangible assets 551,088 524,345 Retained earnings 255,888 194,927
Intangible assets 18 1,808,099 1,546,938 Unappropriated result 207,276 120,128
Equity-accounted investees 21 71 39 Total shareholders' equity 1,459,825 1,252,408
Other financial assets 22 5,422 5,290 Non-controlling interests 28 1,529 -
Deferred tax assets 23 35,393 40,198 Total equity 1,461,354 1,252,408
Non-current assets 1,946,917 1,687,415
Liabilities
Inventories 24 526,300 371,239 Loans and borrowings 29 666,853 581,209
Trade and other receivables 25 619,462 469,130 Employee benefits 30 29,258 29,535
Cash and cash equivalents 26 177,879 169,008 Provisions 31 6,494 4,449
Current assets 1,323,641 1,009,377 Deferred tax liabilities 23 122,251 117,674
Total non-current liabilities 824,856 732,867
Total assets 3,270,558 2,696,792
The notes are an integral part of these consolidated financial statements Loans and borrowings 29 - 80,373
Short-term financial liabilities 29 451,050 234,440
Trade payables 32 403,010 291,844
Other payables 32 130,288 104,860
Total current liabilities 984,348 711,517
CONSOLIDATED
FINANCIAL
STATEMENTS
Consolidated statement of profit or loss
COMPANY
and other comprehensive income
FINANCIAL FOR THE YEAR ENDED 31 DECEMBER 2021
STATEMENTS
EUR 1,000 NOTE 2021 2020 1 EUR 1,000 NOTE 2021 2020
OTHER
INFORMATION
Revenue 8 3,435,250 2,774,918 Result for the year 207,236 120,128
Other income 9 24,254 12,443
Operating income 3,459,504 2,787,361 Defined benefit plan actuarial gains/(losses) 30 684 (2,356)
Cost of materials and inbound logistics 24 (2,598,934) (2,127,434) Related tax 15 (272) 537
Cost of warehousing, outbound logistics and Items that will never be reclassified to
other services (101,880) (81,928) profit or loss 412 (1,818)
Result for the year attributable to the Total comprehensive income for the period 263,798 40,040
CONSOLIDATED
FINANCIAL
STATEMENTS
Consolidated statement of changes in equity
FOR THE YEAR ENDED 31 DECEMBER 2021
COMPANY
FINANCIAL RESERVE UNAPPRO- TOTAL NON-
STATEMENTS SHARE SHARE TRANSLATION HEDGING OWN OTHER RETAINED PRIATED SHAREHOLDERS' CONTROLLING TOTAL
EUR 1,000 NOTE CAPITAL PREMIUM RESERVE RESERVE SHARES RESERVES EARNINGS RESULT EQUITY INTERESTS EQUITY
OTHER
INFORMATION Balance as at
1 January 2021 27 9,118 1,051,438 (114,329) (206) (3,893) (4,774) 194,927 120,128 1,252,408 - 1,252,408
Appropriation of prior
year’s result - - - - - - 62,000 (62,000) - - -
9,118 1,051,438 (114,329) (206) (3,893) (4,774) 256,927 58,128 1,252,408 - 1,252,408
Balance as at
31 December 2021 9,118 1,051,438 (58,285) (100) (2,172) (3,337) 255,888 207,276 1,459,825 1,529 1,461,354
The notes are an integral part of these consolidated statements.
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COMPANY
FINANCIAL Balance as at
STATEMENTS 1 January 2020 27 8,415 657,514 (36,169) (96) (4,686) (5,774) 139,315 108,006 866,525 - 866,525
Change in accounting policy - - - - - - (4,647) - (4,647) - (4,647)
OTHER Restated balance as at
INFORMATION 1 January 2020 8,415 657,514 (36,169) (96) (4,686) (5,774) 134,668 108,006 861,878 - 861,878
Appropriation of prior
year’s result - - - - - - 60,673 (60,673) - - -
8,415 657,514 (36,169) (96) (4,686) (5,774) 195,341 47,333 861,878 - 861,878
Balance as at
31 December 2020 9,118 1,051,438 (114,329) (206) (3,893) (4,774) 194,927 120,128 1,252,408 - 1,252,408
1 The result for the year has been restated as a result of a change in accounting policy detailed in Note 2 to the Financial statemens
The notes are an integral part of these consolidated statements.
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CONSOLIDATED
FINANCIAL
STATEMENTS
Consolidated statement of cash flows
FOR THE YEAR ENDED 31 DECEMBER 2021
COMPANY
FINANCIAL EUR 1,000 NOTE 2021 2020 1 EUR 1,000 NOTE 2021 2020 1
STATEMENTS Cash flows from operating activities
Result for the year 207,236 120,128 Net cash from operating activities 196,263 232,014
OTHER Adjustments for:
INFORMATION Cash flows from investing activities
• Depreciation of property, plant
and equipment 17 27,403 25,637 Payments for acquisition of subsidiaries, net of
cash acquired and divestures 7, 33 (180,047) (374,558)
• Amortisation of intangible assets 18 65,460 47,520
Acquisition of intangible assets 18 (12,604) (8,813)
• Net finance costs excluding currency
exchange results 14 17,893 18,249 Acquisition of property, plant and equipment 17 (6,113) (9,234)
• Currency exchange results 14 4,089 7,512 Proceeds from disposals of (in)tangible assets 17 , 18 1,196 2,630
• Non-recurring operating income 9 (6,224) - Acquisition of other financial assets 1,436 (45)
• Cost of share based payments 12 5,295 4,635 Net cash used in investing activities (196,132) (390,020)
• Income tax expense 15 76,591 44,446 Proceeds from issue of share capital net of
related costs 27 - 392,877
397,712 268,172
Dividends paid 27 (58,128) (47,333)
Change in:
Share based payments 27 (3,590) (1,430)
• Inventories 24 (110,432) 5,885
Payment of transaction costs related to loans
• Trade and other receivables 25 (86,809) 1,486
and borrowings 27 - (595)
• Trade and other payables 32 96,980 23,287
Movements in bank loans and other short-term
• Provisions and employee benefits 30, 31 (1,728) (1,910)
financial liabilities 27 704 10,333
Cash generated from operating activities 295,724 296,921
Proceeds from issue of current and non-
Interest paid (15,796) (18,934) current loans and borrowings 27 335,509 260,564
Income tax paid (83,664) (45,974) Repayment of loans and borrowings (249,582) (351,759)
Net cash from operating activities 196,263 232,014 Repayment of lease liabilities (20,183) (16,219)
The notes are an integral part of these consolidated statements. Net cash from financing activities 4,729 246,439
CONSOLIDATED
FINANCIAL
STATEMENTS
Notes to the Consolidated financial statements
FOR THE YEAR ENDED 31 DECEMBER 2021
COMPANY
FINANCIAL 1 Reporting entity
STATEMENTS
IMCD N.V.(the ‘Company’) is a public limited company domiciled in the Netherlands and registered in The NetherlandsChamber of Commerce
OTHER Commercial register under number 21740070. The address of the Company’s registered office is Wilhelminaplein 32, Rotterdam. The consolidated
INFORMATION
financial statements of the Company as at and for the year ended 31 December 2021 comprise the Company and its subsidiaries (together referred to
as the ‘Group’ and individually as ‘Group entities’). The Company is acting as the parent company of the IMCD Group, a group of leading companies in
sales, marketing and distribution of speciality chemicals and pharmaceutical and food ingredients. The Group has offices and warehouses in Europe,
Asia-Pacific, Africa, and in North and Latin America.
2 Basis of preparation
2.a Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the
European Union and with Part 9 of Book 2 of the Netherlands Civil Code.
The consolidated financial statements were authorised for publication by all members of the Management Board and the Supervisory Board on
24 February 2022.
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CONSOLIDATED Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the
FINANCIAL estimates are revised and in any future periods affected.
STATEMENTS
COMPANY Judgements
FINANCIAL Information about judgements made in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated
STATEMENTS
financial statements are included in the following notes:
• Notes 7 , 28 and 35: whether the Group has (de facto) control over an investee and whether a non-controlling interest is recognised.
OTHER
INFORMATION
• Note 19 – lease term: whether the Group is reasonably certain to exercise extension options
The Group has a structured control framework in place with respect to the measurement of fair values. This includes a
dedicated team that has responsibility for overseeing all significant fair value measurements, including Level 3 fair values, which reports
directly to the CFO.
Management regularly reviews significant unobservable inputs and valuation adjustments. If third-party information, such as broker quotes
or pricing services, is used to measure fair values, then management assesses the evidence obtained from the third parties to support the
conclusion that such valuations meet IFRS requirements, including the level in the fair value hierarchy in which such valuations should be classified.
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
• level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
• level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived
from prices)
• level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
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CONSOLIDATED If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the
FINANCIAL fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value
STATEMENTS
hierarchy as the lowest level input that is significant to the entire measurement.
COMPANY
FINANCIAL The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
STATEMENTS
Further information about the assumptions made in measuring fair values is included in the following notes:
OTHER
INFORMATION
• Note 7: acquisition of subsidiaries
• Note 12: share-based payment arrangements
• Note 30: employee benefits
• Note 33: financial instruments
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COMPANY Except for the change in accounting referred to hereafter, other standards and amendments to standards, including any consequential amendments to
FINANCIAL other standards, with a date of initial application of 1 January 2021 did not have a material impact on the financial statements of the Group.
STATEMENTS
Application of the first two amendments did not have a significant impact.
Following clarifying guidance from the International Financial Reporting Interpretations Committee (IFRIC) in March 2021, IMCD adopted a change in
accounting policy in relation to the treatment of configuration and customisation costs related to cloud computing arrangements, commonly referred
to as Software as a Service (SaaS). Under the revised accounting policy, costs that previously would have been capitalised, are treated as operating
expenditure in sofar as the Group cannot demonstrate the ability to control the relevant software.
Following this additional guidance provided by the IFRIC on the control criteria related to cloud computing arrangements, the Group also decided
to change its lease accounting policy and as a consequence derecognised its right-of-use-assets and lease liabilities related to cloud computing
arrangements. Software subscription fees are treated as operating expenses.
The changes in accounting policies have been adopted retrospectively and comparative figures for the year 2020 have been restated.
The following tables below show the impact of the change in accounting policy on previously reported financial results and only relates to the
segment Holdings.
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COMPANY Assets
FINANCIAL Property, plant and equipment 94,950 - 94,950
STATEMENTS
Equity
Share capital 9,118 - 9,118
Share premium 1,051,438 - 1,051,438
Reserves (123,203) - (123,203)
Retained earnings 199,574 (4,647) 194,927
Unappropriated result 120,924 (796) 120,128
Total Equity 1,257,851 (5,443) 1,252,408
Liabilities
Loans and borrowings 587,169 (5,960) 581,209
Employee benefits 29,535 - 29,535
Provisions 4,449 - 4,449
Deferred tax liabilities 117,674 - 117,674
Total non-current liabilities 738,827 (5,960) 732,867
Loans and borrowings 80,373 - 80,373
Short-term financial liabilities 240,810 (6,370) 234,440
Trade payables 291,844 - 291,844
Other payables 100,445 4,415 104,860
Total current liabilities 713,472 (1,955) 711,517
Total liabilities 1,452,299 (7,915) 1,444,384
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CONSOLIDATED Impact on consolidated statement of profit or loss and other comprehensive income for the
FINANCIAL year ended 31 Decemer 2020
STATEMENTS
EUR 1,000 2020 ADJUSTMENTS RESTATED 2020
COMPANY
FINANCIAL Revenue 2,774,918 - 2,774,918
STATEMENTS
Other income 12,443 - 12,443
Operating income 2,787,361 - 2,787,361
OTHER
INFORMATION
Cost of materials and inbound logistics (2,127,434) - (2,127,434)
Cost of warehousing, outbound logistics and
other services (81,928) - (81,928)
Wages and salaries (196,459) - (196,459)
Social security and other charges (52,286) - (52,286)
Depreciation of property, plant
and equipment (25,637) - (25,637)
Amortisation of intangible assets (56,474) 8,954 (47,520)
Other operating expenses (55,351) (10,366) (65,717)
Operating expenses (2,595,569) (1,412) (2,596,981)
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CONSOLIDATED Impact on consolidated statement of cash flows for the year ended 31 December 2020
FINANCIAL
EUR 1,000 2020 ADJUSTMENTS RESTATED 2020
STATEMENTS
Cash flows from operating activities
COMPANY Result for the year 120,924 (796) 120,128
FINANCIAL
Adjustments for:
STATEMENTS
• Depreciation of property, plant
and equipment 25,637 - 25,637
OTHER
INFORMATION
• Amortisation of intangible assets 56,474 (8,954) 47,520
• Net finance costs excluding currency
exchange results 18,546 (297) 18,249
• Currency exchange results 7,512 - 7,512
• Cost of share based payments 4,635 - 4,635
• Share of profit of equity-accounted
investees, net of tax 45 - 45
• Income tax expense 44,765 (319) 44,446
278,538 (10,366) 268,172
Change in:
• Inventories 5,885 - 5,885
• Trade and other receivables 6,184 (4,698) 1,486
• Trade and other payables 18,575 4,712 23,287
• Provisions and employee benefits (1,910) - (1,910)
Cash generated from operating activities 307,273 (10,352) 296,921
Interest paid (18,934) - (18,934)
Income tax paid (45,974) - (45,974)
Net cash from operating activities 242,366 (10,352) 232,014
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CONSOLIDATED Impact on consolidated statement of cash flows for the year ended 31 December
FINANCIAL 2020 (continued)
STATEMENTS
EUR 1,000 2020 ADJUSTMENTS RESTATED 2020
COMPANY Cash flows from operating activities 242,366 (10,352) 232,014
FINANCIAL
STATEMENTS
Cash flows from investing activities
Payments for acquisition of subsidiaries, net of
OTHER cash acquired and divestures (374,558) - (374,558)
INFORMATION
Acquisition of intangible assets (13,091) 4,278 (8,813)
Acquisition of property, plant and equipment (9,234) - (9,234)
Proceeds from disposals of (in)tangible assets 2,630 - 2,630
Acquisition of other financial assets (45) - (45)
Net cash used in investing activities (394,298) 4,278 (390,020)
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The Group does not plan to adopt these standards early and does not expect the new standards to have a significant impact.
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Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it
is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are
recognised in profit or loss as finance income or costs.
Written put options to acquire a non-controlling interest are accounted for by the anticipated-acquisition method. The fair value of the consideration
payable is included in financial liabilities; future changes in the carrying value of the put option are recognised in profit or loss.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports
provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or
additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date
that, if known, would have affected the amounts recognised as at that date.
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CONSOLIDATED Subsidiaries
FINANCIAL Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its
STATEMENTS
involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are
COMPANY included in the consolidated financial statements from the date that control commences until the date that control ceases.
FINANCIAL
STATEMENTS
Interests in equity-accounted investees
The Group’s interests in equity-accounted investees comprise interests in associates. Associates are those entities in which the Group has significant
OTHER
INFORMATION
influence, but no control over the financial and operating policies.
Interests in associates are accounted for using the equity method. They are recognised initially at cost, which includes transaction costs. Subsequent to
initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and OCI of equity-accounted investees, until the
date on which significant influence ceases.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into the functional currency at the
exchange rate at the date that the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rate at the date of the transaction.
Foreign currency differences arising on translation are recognised in profit or loss, except for differences arising on the translation of financial liabilities
designated as qualifying cash flow hedges, which are recognised in other comprehensive income.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into Euro at exchange
rates at the reporting date. The income and expenses of foreign operations are translated into Euro at an average rate for the month in which the
transactions occurred. However, if exchange rates fluctuate significantly, the use of the average rate for a period is inappropriate and exchanges rates at
the date of transactions are used.
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CONSOLIDATED Foreign currency differences on the translation of foreign operations to the functional currency of the group are recognised in other comprehensive
FINANCIAL income, and accumulated in the translation reserve, except to the extent that the translation difference is allocated to non-controlling interests.
STATEMENTS
COMPANY When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign
FINANCIAL exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised
STATEMENTS
in other comprehensive income and are presented in the translation reserve in equity.
OTHER
INFORMATION
3.c Financial instruments
Non-derivative financial assets
Financial assets are classified on the basis of the business model within which they are held and their contractual cash flow characteristics.
The Group initially recognises trade and other receivables that qualify as financial assets and deposits on the date that they are originated. All other
financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a
party to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the
contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are
transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal
right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired.
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CONSOLIDATED The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair
FINANCIAL value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using
STATEMENTS
the effective interest method.
COMPANY
FINANCIAL Other financial liabilities comprise loans and borrowings, other short-term financial liabilities, and trade and other payables that qualify as
STATEMENTS
financial liabilities.
OTHER
INFORMATION
Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and
cash equivalents.
Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from
equity, net of any tax effects.
When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax
effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the reserve own shares.
When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit
on the transaction is presented within share premium.
On initial designation of the hedge, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including
the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the
effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing
basis, whether the hedging instruments are expected to be effective in offsetting the changes in the fair value or cash flows of the respective hedged
items attributable to the hedged risk, and whether the following conditions are met:
• there is an economic relationship between the hedged item and the hedging instrument;
• the effect of credit risk does not dominate the value changes that result from that economic relationship; and
• the hedge ratio is the same as that resulting from actual quantities of hedged items and hedging instruments used for risk management.
For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash
flows that could ultimately affect reported profit or loss.
Derivatives are recognised initially at fair value at trading date; attributable transaction costs are recognised in profit or loss as incurred. Subsequent to
initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.
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OTHER
INFORMATION
When the hedged item is a non-financial asset, the amount accumulated in equity is included in the carrying amount of the asset when the asset is
recognised. In other cases the amount accumulated in equity is reclassified to profit or loss in the same period that the hedged item affects profit or
loss. If the hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio but the risk management objective for
that designated hedging relationship remains the same, the hedge ratio will be adjusted so that it meets the qualifying criteria again. If the hedging
instrument ceases to meet the qualifying criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then
hedge accounting is discontinued prospectively. If the forecasted transaction is no longer expected to occur, the balance in equity is reclassified to profit
or loss.
Cost includes expenditure that is directly attributable to the acquisition of the asset. Cost may also include transfers from equity of any gain or loss
on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is an integral part of the
functionality of the related equipment is capitalised as part of that equipment.
If major components of an item of property, plant and equipment have different useful lives, these components are accounted for separately.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying
amount of property, plant and equipment and are recognised in profit or loss.
Subsequent expenditure
Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group.
The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a
useful life that is different from the remainder of that asset, that component is depreciated separately.
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CONSOLIDATED Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and
FINANCIAL equipment. Right of use assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will
STATEMENTS
obtain ownership by the end of the lease term. Land is not depreciated.
COMPANY
FINANCIAL The estimated useful lives for the current and comparative years are as follows:
STATEMENTS
Buildings : 20 - 40 years
OTHER
Reconstructions and improvements : 5 - 12 years
INFORMATION
Hardware and software : 3 - 5 years
Other non-current tangible assets : 3 - 5 years
Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.
Intellectual property rights, distribution rights, brand names and other intangible assets
In addition to supplier relations, intangible assets include intellectual property rights, distribution rights, brand names, order books acquired and non-
compete rights. Other intangible assets acquired as part of business combinations are measured on initial recognition at their fair value on the date
of acquisition. Intangible assets acquired separately are measured at cost, where intangible assets with indefinite useful lives are carried at cost less
accumulated impairment losses.. Subsequently, intangible assets which have finite useful lives are measured at cost less accumulated amortisation and
accumulated impairment losses.
Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific
asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.
Amortisation
Amortisation is based on the cost of an asset less its residual value. Amortisation is recognised in profit or loss on a straight-line basis over the
estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
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CONSOLIDATED The estimated useful lives for the current and comparative years are as follows:
FINANCIAL
STATEMENTS
IMCD brand name : indefinite
COMPANY Intellectual property rights : 7 years
FINANCIAL Supplier relations acquired through : 5 - 20 years
STATEMENTS business combinations
Other distribution, non-compete rights and : (initial) contract term
OTHER order books
INFORMATION
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
3.f Leases
The Group assesses at inception of the contract whether a contract is or contains a lease. The Group recognises a right-of-use asset and a
corresponding lease liability with respect to all lease arrangements in which it is the lessee except for short-term leases (defined as leases with a lease
term of 12 months or less) and low-value leases. For these leases the Group recognises the lease payments as operating expenses on a straight-line
basis over the term of the lease.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the
rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest
method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
• The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercising a purchase
option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
• The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the
lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to
a change in a floating interest rate, in which case a revised discount rate is used).
• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured
based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of
the modification.
The Group did not make any such adjustments during the periods presented.
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CONSOLIDATED The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement
FINANCIAL date, less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or
STATEMENTS
to restore the underlying asset or the site on which it is located. They are subsequently measured at cost less accumulated depreciation or amortisation
COMPANY and impairment losses.
FINANCIAL
STATEMENTS
Right-of-use assets are amortised or depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers
ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related
OTHER
INFORMATION
right-of-use asset is depreciated or amortised over the useful life of the underlying asset. The depreciation or amortisation starts at the commencement
date of the lease.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in
note 3.h.
Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related
payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are included in the line
“Other operating expenses” in profit or loss.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease
components as a single arrangement. The Group has not used this practical expedient. For a contract that contains a lease component and one or more
additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative
stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.
The Group presents right-of-use assets that do not meet the definition of investment property in ‘property, plant and equipment’ and 'intangible assets'
and lease liabilities in ‘loans and borrowings’ in the statement of financial position.
3.g Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the weighted average method and includes
expenditure incurred in acquiring the inventories, conversion costs and other costs incurred in bringing them to their existing location and condition.
Cost also may include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of inventories.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
3.h Impairment
Financial assets
An allowance for expected credit losses (ECL) is recognised for all financial assets not carried at fair value through profit or loss.
An ECL is determined as the difference between the contractual cash flows and the estimated expected cash flows to be collected, considering the
potential risk of default.
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CONSOLIDATED An ECL is provided for a credit loss that results from a loss event possible within the next 12 months (a 12-month ECL). For credit exposures with a
FINANCIAL significant increase in credit risk a lifetime ECL is recognised and assessed at each reporting date to determine whether there is objective evidence that
STATEMENTS
it is impaired.
COMPANY
FINANCIAL Objective evidence that financial assets require an ECL can include the default of or delinquency by a debtor, restructuring of an amount due to the
STATEMENTS
Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment
status of borrowers or issuers or observable data indicating that there is a measurable decrease in expected cash flows from a group of financial assets.
OTHER
INFORMATION
A simplified approach is used to determine the ECL for trade receivables, contract assets and lease receivables. A loss allowance is determined based on
lifetime ECL on each reporting date.
The Group considers evidence of impairment for receivables at both a specific asset and collective level. All individually significant receivables are
assessed for specific impairment. All individually significant receivables found not to be specifically impaired are then collectively assessed for any
impairment that has been incurred but not yet identified. Receivables that are not individually significant are collectively assessed for impairment by
grouping together loans and receivables with similar risk characteristics.
A provision matrix is used to determine the expected credit loss based on the Group’s historical trends of incurred losses, allocated to each aging
category, adjusted for specific debtor provisions, insurance coverage and general economic developments. Management judges whether current
economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends. An impairment loss
in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the
estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance
account against loans and receivables or held-to-maturity investment securities. Interest on the impaired asset continues to be recognised.
When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Non-financial assets
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date
to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For
goodwill and other intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated at the
reporting date.
An impairment loss is recognised if the carrying amount of an asset or its related cash generating unit (CGU) exceeds its estimated recoverable amount.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested
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CONSOLIDATED individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the
FINANCIAL cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which
STATEMENTS
goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is
COMPANY monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from
FINANCIAL the synergies of the combination.
STATEMENTS
The Group’s corporate assets do not generate separate cash inflows and are utilised by more than one CGU. Corporate assets are allocated to CGUs on
OTHER
INFORMATION
a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of
any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro
rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying
amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had
been recognised.
The obligation arising from these defined benefit plans are determined on the basis of projected unit credit method. The calculation of the defined
benefit obligations is performed annually by qualified actuaries.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the
effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. The Group determines the net interest expense (income) on
the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of
the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the
period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in
profit or loss.
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CONSOLIDATED When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on
FINANCIAL curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the
STATEMENTS
settlement occurs.
COMPANY
FINANCIAL Other long-term employee benefits
STATEMENTS
The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their
service in the current and prior periods. That benefit is discounted to determine its present value.
OTHER
INFORMATION
The calculation of the other long-term employee benefits is performed using the projected unit credit method. Any actuarial gains and losses are
recognised in profit or loss in the period in which they arise.
Termination benefits
Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises
costs for restructuring. If benefits are not expected to be settled wholly within 12 months of the end of the reporting period, then these benefits
are discounted.
The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions
are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market
performance conditions at the vesting date.
3.j Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is
probable that an outflow of resources will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows
at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount
is recognised as finance cost.
A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has
commenced or has been announced publicly. Future operating costs are not provided for.
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Commissions
When the Group arranges to provide goods from the supplier to the customer and does not obtain control over the goods, the Group acts in the capacity
of an agent rather than as the principal. The revenue arising from such a transaction is recognised as the net amount of commission made by the Group.
Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and contingent consideration, impairment losses
recognised on financial assets (other than trade receivables) and losses on hedging instruments that are recognised in profit or loss.
Finance income and expenses includes results of changes of the fair value of contingent considerations classified as financial liabilities.
Borrowing costs that are not directly attributable to the acquisition of a qualifying asset are recognised in profit or loss using the effective
interest method.
Foreign currency gains and losses are reported on a net basis as either finance income or finance cost depending on whether foreign currency
movements are in a net gain or net loss position.
Current tax
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at
the reporting date and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the
declaration of dividends.
Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes.
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Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or
OTHER
INFORMATION
substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income
taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on
a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future
taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent
that it is no longer probable that the related tax benefit will be realised.
Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable
basis. Unallocated items comprise mainly corporate assets (primarily the Company’s headquarters), head office expenses, and income tax assets and
liabilities and are presented in a separate reporting unit ‘Holding companies’.
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OTHER
INFORMATION
Intangible assets
The fair value of other intangible assets acquired in a business combination is based on the discounted cash flows expected to be derived from the use
and eventual sale of the assets.
Inventories
The fair value of inventories acquired in a business combination is determined based on the estimated selling price in the ordinary course of business
less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.
The fair value of interest rate swaps is based on quotes acquired from financial institutions. Fair values reflect the credit risk of the instrument and
include adjustments to take account of the credit risk of the Group entity and counterparty when appropriate.
Contingent considerations
The fair value of contingent considerations is calculated using the income approach based on the expected payment amounts and their associated
probabilities (i.e. probability-weighted). Contingent considerations with a term longer than one year are discounted to present value.
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CONSOLIDATED Although the Group benefits from geographical, market, client and product portfolio spread, the Group’s well structured risk management process
FINANCIAL should manage its residual risks in a transparent and controlled manner.
STATEMENTS
COMPANY The Group's risk management and control systems are established to identify and analyse the risks faced by the Group at various levels, to set
FINANCIAL appropriate risk controls, and to monitor risks and the way the risks are controlled.
STATEMENTS
Key activities within the Group´s risk management and control systems are:
OTHER
INFORMATION
• identification of key business risks, based on likelihood of occurrence and their potential impact
• setting controls for managing these key risks
The Management Board, under supervision of the Supervisory Board, has overall responsibility for the IMCD risk management and control systems.
Management of regional and operating companies is responsible for local operational performance and for managing the associated local risks.
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CONSOLIDATED This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for
FINANCIAL measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are included throughout these consolidated
STATEMENTS
financial statements.
COMPANY
FINANCIAL 5.c Credit risk
STATEMENTS
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and
arises principally from the Group’s receivables from customers.
OTHER
INFORMATION
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the
demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, as these factors may
have an influence on credit risk. This has been of increased importance due to the COVID-19 pandemic. There is no geographical concentration of credit
risk nor significant credit risk on individual customer level.
The Group has established a credit policy in which each new customer is analysed individually for creditworthiness before the Group’s payment and
delivery terms and conditions are offered. The Group’s review includes the use of external ratings, when available, and in some cases bank references.
Purchase limits are established for each customer, which represent the maximum open amount. These limits are reviewed periodically.
Customers that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a prepayment basis.
At the reporting date, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying
amount of each financial asset.
The Group establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables. The
main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component
established for groups of similar assets in respect of losses that are expected but not yet identified. The collective loss allowance is determined based
on historical data of payment statistics for similar financial assets, adjusted for forward-looking information.
To mitigate the counterparty risk with financial institutions the Group's policy is to make use of financial institutions which are investment grade. The
Group’s main financial institutions are systemically important and are under close supervision by their respective financial regulatory bodies.
The Group typically ensures that it generally has sufficient cash on demand to meet expected operational expenses for the next twelve months,
including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted.
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CONSOLIDATED • EUR 500 million revolving facility. Interest would be payable at the rate of EURIBOR plus the currently applicable 100 base points for amounts drawn in
FINANCIAL EURO and LIBOR plus currently applicable 100 base points for amounts drawn in USD. As of 31 December 2021, the Group had an undrawn revolving
STATEMENTS
facility of EUR 85 million.
COMPANY • Several credit facilities available to the subsidiaries, mainly in Spain, Australia, India, Indonesia, United States and South Africa.
FINANCIAL
STATEMENTS
The following are the contractual maturities of financial liabilities, including estimated interest payments. The contractual cash flows are undiscounted.
OTHER
INFORMATION 31 DECEMBER 2021
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Estimated interest payments are based on the EURIBOR and LIBOR rates and margins prevailing at 31 December 2021 and 2020. Further details of the
non-derivative financial liabilities can be found in Note 29.
The Group buys derivatives, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried out within the
guidelines set by Group Management. The Group generally seeks to use hedging instruments to manage volatility in profit or loss.
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OTHER
INFORMATION
Interest on borrowings is denominated in the currency of the borrowing. Generally, borrowings are denominated in currencies that match the cash flows
generated by the underlying operations of the Group, primarily EUR and USD. This provides an economic hedge without derivatives being entered into.
Hedge accounting is not applied in these circumstances.
In respect of other monetary assets and liabilities denominated in foreign currencies, the Group’s policy is to ensure that its net exposure is kept to an
acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.
31 DECEMBER 2021
EUR 1,000 USD CAD BRL AUD INR CHF KRW ZAR GBP IDR OTHER TOTAL
Non-current assets 126 360 371 - 997 5 318 6 - 33 810 3,027
Current assets 207,766 9,252 33,363 29,735 100,188 (2,813) 22,780 17,758 25,484 31,382 114,167 589,062
-
Non-current liabilities (12,510) (7,097) (965) (5,825) (215,295) (400) (77) (12) (465) (60,385) (9,332) (312,363)
Current liabilities (322,526) (16,197) (12,301) (16,125) (6,813) (2,831) (2,710) (5,588) (19,817) (15,870) (73,938) (494,716)
Net statement of currency
risk exposure (127,143) (13,682) 20,468 7,786 (120,923) (6,039) 20,310 12,164 5,202 (44,840) 31,707 (214,990)
31 DECEMBER 2020
EUR 1,000 USD CAD BRL AUD INR CHF KRW ZAR GBP IDR OTHER TOTAL
Non-current assets 86 314 368 - 443 5 319 6 - 2,707 - 4,248
Current assets 155,507 8,151 24,606 26,405 98,974 (2,390) 16,111 14,169 19,221 8,861 154369,768
-
Non-current liabilities (12,675) (7,793) (1,306) (5,186) (173,686) (692) (54) (23) (641) (2,947) (15,559) (220,562)
Current liabilities (239,018) (14,796) (9,107) (12,411) (11,216) (3,218) (3,538) (6,415) (15,229) (1,447) (1,205) (317,600)
Net statement of currency
risk exposure (96,099) (14,125) 14,560 8,808 (85,486) (6,295) 12,839 7,737 3,351 7,173 (16,610) (164,146)
The risk exposure above includes the mitigating effects of hedged net liability positions in USD to the amount of EUR 1.4 million (2020: EUR 13.8 million).
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Sensitivity analysis
A 10% strengthening of the EUR, as indicated below, against the USD, CAD, BRL, AUD, INR, CHF, KRW, ZAR, GBP and IDR at 31 December 2021 and
2020 would have increased/(decreased) equity and profit or loss by the amounts shown below. This analysis is based on foreign currency exchange rate
variances that the Group considered to be reasonably possible at the reporting date. The analysis assumes that all other variables, in particular interest
rates, remain constant and ignores any impact of forecasted sales and purchases.
A 10% weakening of the EUR against the above currencies at 31 December 2021 would have had the equal but opposite effect on the amounts shown
above, on the basis that all other variables remain constant.
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The Group’s objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the Group’s reputation with overall
cost effectiveness and to avoid control procedures that restrict initiative and creativity.
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CONSOLIDATED The Group’s net liabilities and adjusted equity at the reporting date are as follows:
FINANCIAL
STATEMENTS
EUR 1,000 2021 2020 1
COMPANY
FINANCIAL Total liabilities 1,809,204 1,444,384
STATEMENTS
Less: Cash and cash equivalents (177,879) (169,008)
Net liabilities 1,631,325 1,275,376
OTHER
INFORMATION
Total equity 1,461,354 1,252,408
Less: Amounts accumulated in equity relating to cash
100 206
flow hedges
Adjusted equity 1,461,454 1,252,614
1 The period ended 31 December 2020 has been restated as a result of a change in accounting policy detailed in Note 2 to the
Financial statements
6 Operating segments
In presenting information on the basis of operating segments, segment revenue is based on the geographical location of the Group´s operations.
Segment assets are based on the geographical location of the assets with the exception of assets related to holding companies, which are presented in a
separate reporting unit.
Transactions between companies within an operating segment have been eliminated; transactions between operating segments are based on
arm’s-length principle.
A key performance indicator for controlling the results of the operating segments is Operating EBITA.
Operating EBITA is defined as the sum of the result from operating activities, amortisation of intangible assets, and non-recurring items. Non-recurring
items include:
• cost of corporate restructurings and reorganisations
• cost related to realised and non-realised acquisitions
While the amounts included in Operating EBITA are derived from the Group’s financial information, it is not a financial measure determined in
accordance with adopted IFRS and should not be considered as an alternative to operating income or result from operating activities as a sole
indicator of the Group’s performance or as an alternative to cash flows as a measure of the Group’s liquidity. The Group uses Operating EBITA as a key
performance indicator in its business operations in order to, among other things, develop budgets, measure its performance against those budgets and
evaluate the performance of its operations.
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CONSOLIDATED The bridge from result from operating activities to operating EBITA is as follows:
FINANCIAL
STATEMENTS
EUR 1,000 2021 2020 1
COMPANY
FINANCIAL Result from operating activities 305,465 190,380
STATEMENTS
The non-recurring income and expenses included in the result from operating activities of 2021 and 2020 mainly relate to income from divestments,
costs of acquisitions of businesses and costs related to one-off adjustments to the organisation.
Operating expenses of non-operating companies are reported in the segment Holding companies. Inter-segmented amounts receivable and amounts
payable are not considered in the value of the total assets and total liabilities of each segment. The results of the operating segments are as follows:
EMEA
AMERICAS
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CONSOLIDATED ASIA-PACIFIC
FINANCIAL
STATEMENTS
EUR 1,000 2021 2020
COMPANY
FINANCIAL Revenue 714,079 502,877
STATEMENTS
Gross profit 174,164 105,887
Operating EBITA 109,712 52,884
OTHER
INFORMATION
Result from operating activities 80,468 40,575
HOLDING COMPANIES
Reported revenue per segment relates to revenue with third parties, hence no inter-segment revenues are included. IMCD and its operating segments
have a diverse customer base of about 56,000 customers in many countries and of various sizes. IMCD and its segments do not rely on a single
customer or a single group of customers for its operations. With a supplier base of approximately 2,600 suppliers and product portfolio of about 43,000
products, the same applies with regard to the reliance on a single supplier or a single group of suppliers and a single product or range of products.
7 Acquisition of subsidiaries
The Group completed eight acquisitions during the financial year 2021. In addition IMCD signed four share purchase agreements for acquisitions to be
completed in 2022 (numbers are local GAAP):
On 6 January 2021, IMCD acquired 100% of the shares in Ejder Kimya Ilaç DanışmanlıkSanayi ve Ticaret A.Ş. ("Ejder Kimya"). Ejder Kimya is a Turkish
chemicals distributor of raw materials for personal care and pharmaceutical products and food additives. It has a strong and solid position in the
personal care market in Turkey. Ejder Kimya’s personal care business generated a revenue of approximately EUR 6 million in 2020. The company is fully
integrated into IMCD Turkey.
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CONSOLIDATED On 7 January 2021, IMCD acquired the pharmaceutical business of Peak International Products B.V. ("Peak International"). Peak International is
FINANCIAL a Dutch-based distributor in the active pharmaceutical ingredients business for Benelux, Vietnam, Germany and Israel. The Peak pharmaceutical
STATEMENTS
business generated a revenue of approximately EUR 6 million in 2020.
COMPANY
FINANCIAL On 8 January 2021, IMCD acquired 100% of the shares in Siyeza Fine Chem Propriety Limited (“Siyeza”). Siyeza, based in Johannesburg, is a distributor
STATEMENTS
of pharmaceutical, veterinary, food and personal care speciality chemical ingredients in South Africa. With 27 employees, Siyeza generated a revenue
of approximately EUR 16 million in 2020 through their representation of world leading producers from Europe and Asia. The company is fully integrated
OTHER
INFORMATION
into IMCD South Africa.
In April 2021, IMCD divested its Nutri Granulations manufacturing assets and associated business, which was acquired by IMCD as part of the ET-Horn
acquisition in 2018. Located in La Mirada, CA, with 22 employees, Nutri Granulations manufactures foodgrade and USP grade calcium carbonate
granulations for the nutraceuticals, food, and pharmaceuticals markets. Nutri Granulations realised a revenue of USD 11 million in 2020. The divestment
aligns with IMCD’s strategy to focus on the sales, marketing and distribution of speciality chemicals and ingredients. Refer to Note 9 for the income
related to the divestment of Nutri Granulations.
On 14 May 2021, IMCD acquired Siliconas y Químicos ("Siliconas"), based in Bogotá,Colombia. Siliconas is a speciality chemicals distributor and serves
the personal care,coatings, silicones and other speciality industrial markets and perfectly complements IMCD's existing pharmaceuticals, food and
nutrition business in Colombia. Siliconas has 25 employees and generated a revenue of USD 9 million in 2020. IMCD acquired 80% of the shares of
Siliconas; the remaining 20% will be acquired in 2022.
On 19 May 2021, IMCD acquired 100% of the shares in Andes Chemical Corp. (“Andes Chemical”). Headquartered in the Miami metropolitan area,
Andes Chemical is active in Caribbean and Central American countries, Colombia and Peru. Andes Chemical serves the coatings, adhesives, sealants,
and elastomers (CASE), construction, cosmetics, personal care, plastics, pharmaceuticals, and HI&I industries. Andes Chemical has 43 employees and
generated a revenue of USD 46 million in 2020.
On 2 June 2021, IMCD acquired 100% of the shares in Shanghai Yuanhe Chemicals Co. (“Yuanhe”). Yuanhe is a service solution provider focused on
offering innovative speciality chemicals and ingredients for the coatings, inks and textile industry. Yuanhe serves the pharmaceutical, food and nutrition,
plastics and personal care industries. Yuanhe has 20 employees and generated a revenue of EUR 13.2 million in 2020.
On 19 August 2021, IMCD acquired 100% of the shares in Materias Químicas de México S.A. de C.V. and Pluralmex S.A de C.V. (together: “Maquimex”),
based in México City. Maquimex is an asset-light speciality chemicals distributor providing commercial and technical expertise in the preservatives,
HI&I, energy, water treatment and other industrial markets. Maquimex has 44 employees and generated a revenue of approximately USD 29 million
in 2020.
On 29 September 2021, IMCD signed an agreement to acquire 100% of the shares in Aquatech Speciality (Shanghai) International Trading Co., Ltd. and
Aquatech Speciality(Guangzhou) Trading Co., Ltd. (jointly “Aquatech”) in China. Aquatech is active in waterborne solutions in coatings, ink, and textile
industries. Aquatech has 10 employees and generated a revenue of EUR 6.7 million in 2020. The closing of the transaction is expected to take place
early 2022.
On 21 December 2021, IMCD acquired 100% of the shares of PT Megasetia Agung Kimia (“Megasetia”) in Indonesia. Megasetia is a distributor of
speciality ingredients for the pharmaceutical industry and has an excellent fit with IMCD’s life science strategy and provides a significant platform for
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CONSOLIDATED further growth in the life science segments in Indonesia. The transaction will take place in two tranches, with IMCD acquiring 70% of Megasetia’s share
FINANCIAL capital in 2021 and the remaining 30% in 2025 at the latest. Megasetia has 160 employees and generated a revenue of EUR 60 million in 2020.
STATEMENTS
COMPANY On 22 December 2021, IMCD signed an agreement to acquire 100% of the shares in Polychem Handelsges.m.b.H. (“POLYchem”), a leading provider of
FINANCIAL chemical raw materials and additives in Austria and Southeast Europe. POLYchem offers a diverse portfolio of products for the coatings, construction,
STATEMENTS
as well as the composite industries. POLYchem has 65 employees and generated a revenue of EUR 25 million in 2020. The transaction was closed on
8 February 2022.
OTHER
INFORMATION
The aforementioned transactions, excluding Ejder, Peak and Siyeza, added EUR 61.3 million of revenue and EUR 1.8 million of net profit to the Group’s
results in 2021. Ejder, Peak and Siyeza were excluded as we were unable to identify their contribution due to being merged quickly after closing,
If all acquisitions had occurred on 1 January 2021, management estimates that the consolidated revenue would have been EUR 3,561.1 million and
the consolidated result for the year would have been EUR 215.7 million. In determining these amounts, management has assumed that the fair
value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on
1 January 2021.
The total consideration related to the aforementioned transactions, transferred in cash in 2021, amounts to EUR 170.1 million. As of 31 December 2021,
the deferred and contingent considerations payable related to the acquisitions completed in 2021 amount to EUR 80.6 million of which EUR 69.2 million
relates to Megasetia. The final consideration amount for Megasetia depends upon meeting certain earnings targets.
The consideration for Megasetia depends on the timing of acquiring the remaining part of the shares, the performance of the company (last twelve
months of EBITDA) and the net cash / debt position at execution date and is therefore subject to uncertainty. This consideration has been discounted to
its present value based on the cost of debt. The sensitivity analysis with respect to the contingent considerations has been disclosed in Note 33.
In addition to the transactions closed in 2021, on 6 December 2021, IMCD signed an agreement to acquire 100% of the shares in Shanghai Syntec
Additive Limited and Shanghai Weike Additive Limited (jointly “Syntec”). Syntec provides market, technical and formulation expertise in China's
personal care, cosmetics, and home care industries. Syntec generated a revenue of approximately EUR 14 million in 2020 and has 25 employees. The
transaction was closed on 18 January 2022.
Furthermore, on 22 December 2021, IMCD signed an agreement to acquire 100% of the shares of RPL Trading Pty Ltd and RPL Trading New Zealand Ltd.
(jointly “RPL Trading”), a speciality chemicals distributor focused on services and formulation expertise for customers and partners in the home care
and water treatment markets. RPL Trading generated a revenue of approximately EUR 16 million for the fiscal year ended on 30 June 2021 and has 15
employees. The transaction was closed on 31 January 2022.
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The intangible assets recognised primarily relate to supplier relationships and order books acquired.
The supplier relations have been determined by applying the multi-period excess earnings method. This method considers the present value of net cash
flows expected to be generated by the supplier relationships, by excluding any cash flows related to contributory assets. The cash flows which have
been used as input were based on the projections made by the sellers, adjusted for future supplier losses due to exclusivity conflicts, projected market
developments based on external sources and our own expectations based on our extensive market knowledge. Furthermore, attrition rates are
determined based on the annual decrease in revenues related to suppliers (when applicable) in the most recent financial years, adjusted for annual
inflation. These attrition rates have been applied in the projections. For Megasetia and Andes Chemical the attrition rate applied for the valuation of the
supplier relationships is 10%.
The gross contractual value of the trade and other receivables acquired amounts to EUR 50.9 million of which EUR 16.6 million relates to Andes and
EUR 19.8 million to Megasetia.
The purchase price allocations of the acquisitions closed in 2021 are performed on a provisional basis. This particularly applies to Megasetia, due to the
timing of the closure of the transaction towards the year end. Based on the information currently available we do not anticipate significant adjustments
to the purchase price allocation.
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CONSOLIDATED Goodwill
FINANCIAL Goodwill recognised as a result of the acquisitions in the financial year is as follows.
STATEMENTS
Goodwill recognised as a result of the acquisitions in the financial year relates to Andes Chemical, Megasetia, Ejder, Peak International, Siyeza,
Siliconas, Yuanhe and Maquimex. The goodwill is mainly attributable to the skills and technical talent of the workforce, the commercial
relationships, the international network and the synergies expected to be achieved from integrating the acquired companies into the Group's existing
distribution business.
Of the total recognised goodwill, 58% relates to Megasetia, 12% to Andes Chemical, 8% to Ejder Kimya, 8% to Maquimex and 14% to the other
acquired businesses.
Amortisation expenses related to the goodwill paid to the sellers of Peak and Andes Chemical are deductible for corporate income tax purposes.
Total tax-deductible goodwill amounts to EUR 25.4 million. Amortisation of goodwill related to Megasetia, Siyeza, Ejder Kimya, Siliconas, Yuanhe and
Maquimex is not eligible for deduction from taxable income.
The goodwill contains an adjustment of the provisional purchase price allocation for Signet (increase of EUR 41 million), which was acquired in 2020.This
adjustment relates to changes in the assumptions at acquisition date of the projected cash and debt positions at the execution date.
Acquisition-related costs
In 2021, the Group incurred acquisition-related costs of EUR 4.4 million (2020: EUR 2.7 million) predominantly related to external legal fees and due
diligence costs for completed and non-completed acquisitions. The acquisition-related costs are included in other operating expenses.
8 Revenue
The Group generates revenue primarily from the sale and distribution of specialty chemicals and ingredients. Other sources of revenue include revenue
from commission where the Group acts as agent in the sale and distribution of specialty chemicals and ingredients.
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CONSOLIDATED In the following tables, revenue from contracts with customers is disaggregated by primary geographical market and their market segments, being Life
FINANCIAL Science and Industrial.
STATEMENTS
Market segments
IMCD's business model is based on long lasting relationships with suppliers of speciality chemicals and ingredients. In order to provide more insight in
the segmentation per market, IMCD has decided to break down the sales in the market segments Life Sciences and Industrials.
Life Sciences consists of the following lines of business: Pharmaceuticals, Personal Care and Food & Nutrition. In general, the lines of business within
Life Science historically have been less sensitive to economic fluctuations. Furthermore, the Life Science segment consists of lower order volumes and
higher margins than the Industrials market segment.
The Industrials segment contains the lines of business of Coatings & Constructions, Lubricants & Energy, Synthesis, Advanced Materials and Home
Care & I&I. This segment has a more cyclical nature as the performance is dependent on the developments of, amongst others, the housing and real
estate, automotive and oil & gas markets.
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OTHER
INFORMATION 9 Other income
Other income primarily relates to logistic and other services charged separately to customers. In 2021, other income included non-recurring income of
(EUR 6.2 million) related to the divestment of the Nutri Granulations business in the US, as disclosed in Note 7.
10 Personnel expenses
The personnel expenses 2021 include non-recurring severance costs of EUR 4.8 million (2020: EUR 0.8 million).
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CONSOLIDATED The average number of employees in the financial year by region and by function, measured in full-time equivalents, is as follows:
FINANCIAL
STATEMENTS
FTE 2021 2020
COMPANY
FINANCIAL The Netherlands (excluding Dutch Holding companies) 65 64
STATEMENTS
Rest of EMEA 1,500 1,385
EMEA 1,565 1,449
OTHER
INFORMATION
Americas 928 805
Asia-Pacific 903 767
Holding companies 93 80
Total average FTE 3,489 3,101
The non-recurring income for 2021 includes income related to the divestment of the Nutri Granulations business in the US of EUR 6.2 million. The
non-recurring personnel expenses and other operating expenses for 2021 include severance costs of EUR 4.8 million (2020: EUR 0.8 million) and other
operating expenses of EUR 4.7 million (2020: EUR 4.5 million) related to professional services fees incurred during acquisition projects and subsequent
integration processes.
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OTHER
INFORMATION
The applicable performance conditions for the Management Board are:
• relative Total Shareholder Return performance (market-related condition) compared with a selected group of peer companies and
• cash earnings per share (internal performance condition)
The performance period starts every year on 1 January and lasts three financial years. After vesting, the unconditional shares are subject to a holding
period of two years and become unrestricted five years after grant date.
The performance conditions for the Executive Committee and for senior managers are solely internal performance conditions and include:
• growth in cash earnings per share (only for the Executive Committee)
• operating EBITA
• discretionary assessment by the Management Board
The performance period starts every year on 1 January and lasts one year. The shares become unconditional after a service period of three years.
2021 2020
The total number of performance shares granted in 2021 is based on a target performance (100 per cent) with an upward and downward potential for
the Management Board and the Executive Committee. The expected total number of performance shares is 172,209 with vesting dates in 2022, 2023
and 2024.
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CONSOLIDATED The weighted average share price and the number of performance shares are as follows:
FINANCIAL
STATEMENTS
2021 2020
COMPANY WEIGHTED AVERAGE WEIGHTED AVERAGE
FINANCIAL
SHARE PRICE NUMBER OF SHARES SHARE PRICE NUMBER OF SHARES
STATEMENTS
The weighted average share price of granted shares is equal to the share price at the grant date adjusted for the expected retention and expected
dividends, based on the Company's dividend policy, during the vesting period. In addition, the weighted average share price of shares granted to the
Management Board is adjusted for market-related performance conditions and for the impact of the restriction period.
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CONSOLIDATED The other operating expenses include an amount of EUR 4.7 million (2020: EUR 4.5 million) related to non-recurring items. The non-recurring items
FINANCIAL in 2021 and 2020 include professional services fees incurred during acquisition projects and subsequent integration processes and costs related to
STATEMENTS
one-off adjustments to the organisation.
COMPANY
FINANCIAL
STATEMENTS
14 Net finance costs
OTHER
INFORMATION
The following finance income and finance costs are recognised in profit or loss:
Finance income and expenses recognised in other comprehensive income are as follows:
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The reported tax expenses include an amount of negative EUR 7.5 million (2020: EUR 5.4 million) related to temporary differences regarding amortisation
of intangible assets.
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CONSOLIDATED The reconciliation between the Company's domestic income tax rate and related tax charge and the effective income tax rate and related effective
FINANCIAL income tax charge is as follows:
STATEMENTS
Income tax using the Company’s domestic tax rate 25% 70,956 25% 41,144
Effect of tax rates in foreign jurisdictions 1% 3,612 1% 1,026
Effect of change in tax rate 0% (132) 0% 162
Tax effect of:
Non-deductible expenses 1% 2,115 2% 3,059
Tax incentives and tax exempted income 0% (715) 0% (718)
Utilisation of tax losses 0% (288) 0% (122)
Recognition of previously unrecognised tax losses 0% (214) 0% (75)
Derecognition of previously recognised tax losses 0% 40 0% 463
Current year losses for which no deferred tax asset was recognised 0% 59 0% 57
(De)recognition of previously (un)recognised temporary differences 0% 406 (2)% (2,533)
Under provided in prior years 0% 752 1% 1,983
The following countries within the IMCD Group were subject to changes in the applicable corporate income tax rates in the financial year compared with
the previous financial year: Indonesia 22% (2020: 25%) and Turkey 25% (2020: 22%).
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OTHER
INFORMATION
Profit attributable to ordinary shareholders
EUR 1,000 2021 2020 1
Profit/(loss) for the year, attributable to the owners of the Company (basic) (A) 207,276 120,128
1 The period ended 31 December 2020 has been restated as a result of a change in accounting policy detailed in Note 2
The total number of shares granted based on the Group's share based payment scheme are included in the calculation of the diluted weighted average
number of shares.
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The movements for the financial year of the property, plant and equipment are as follows:
MACHINERY
LAND AND AND HARDWARE & OTHER
EUR 1,000 NOTE BUILDINGS EQUIPMENT SOFTWARE ASSETS TOTAL
Cost
Balance as at 1 January 2021 20,650 12,823 13,467 11,374 58,314
Acquisitions through business combinations 7 2,212 1,200 812 1,079 5,303
Additions for the year 904 1,815 1,816 1,626 6,161
Disposals (2,296) (1,277) (3,652) (1,983) (9,208)
Effect of movements in exchange rates 874 532 361 90 1,857
Balance as at 31 December 2021 22,344 15,093 12,804 12,186 62,427
Carrying amounts
As at 1 January 2021 14,715 5,747 3,454 2,827 26,743
As at 31 December 2021 15,711 6,048 3,785 3,079 28,623
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CONSOLIDATED
FINANCIAL
STATEMENTS
COMPANY MACHINERY
FINANCIAL LAND AND AND HARDWARE & OTHER
STATEMENTS EUR 1,000 NOTE BUILDINGS EQUIPMENT SOFTWARE ASSETS TOTAL
OTHER Cost
INFORMATION
Balance as at 1 January 2020 19,933 11,223 16,691 16,209 64,056
Acquisitions through business combinations - 323 117 619 1,059
Additions for the year 3,912 3,835 2,006 (519) 9,234
Disposals (858) (1,198) (2,301) (4,287) (8,644)
Effect of movements in exchange rates (2,337) (1,360) (3,046) (648) (7,391)
Balance as at 31 December 2020 20,650 12,823 13,467 11,374 58,314
Carrying amounts
As at 1 January 2020 14,389 5,181 3,775 5,627 28,972
As at 31 December 2020 14,715 5,747 3,454 2,827 26,743
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The movements for the financial year for the intangible assets owned are as follows:
INTELLECTUAL SUPPLIER
EUR 1,000 NOTE GOODWILL PROPERTY RIGHTS DISTRIBUTION RIGHTS BRAND NAMES RELATIONS OTHER INTANGIBLES TOTAL
Cost
Balance as at 1 January 2021 1,027,915 104 26,737 25,000 714,012 30,889 1,824,657
Acquisitions through business combinations 7 - - - - 57,989 2,285 60,274
Additions for the year 194,750 - 9,366 - - 3,251 207,367
Disposals - - (115) - (2) (1,489) (1,606)
Effect of movements in exchange rates 39,769 - 823 - 23,859 601 65,052
Balance as at 31 December 2021 1,262,434 104 36,811 25,000 795,858 35,537 2,155,744
Carrying amounts
As at 1 January 2021 1,022,593 37 11,851 25,000 475,462 11,972 1,546,915
As at 31 December 2021 1,257,011 37 17,236 25,000 498,600 10,215 1,808,099
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CONSOLIDATED
FINANCIAL
STATEMENTS
Cost
OTHER Balance as at 1 January 2020 763,432 104 25,173 25,000 535,933 38,742 1,388,384
INFORMATION
Adjustment for change in accounting policy 2.e - - - - - (7,963) (7,963)
Restated balance as at 1 January 2020 763,432 104 25,173 25,000 535,933 30,779 1,380,421
Acquisitions through business combinations - - - - 208,531 2,974 211,505
Additions for the year 311,404 - 4,150 - 1,509 4,145 321,208
Disposals (9,278) - (1,729) - (1,877) (6,247) (19,131)
Effect of movements in exchange rates (37,643) - (857) - (30,084) (762) (69,346)
Balance as at 31 December 2020 1,027,915 104 26,737 25,000 714,012 30,889 1,824,657
Carrying amounts
As at 1 January 2020 749,001 37 11,660 25,000 324,018 17,770 1,127,486
As at 31 December 2020 1,022,593 37 11,851 25,000 475,462 11,972 1,546,915
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A cash generating unit (CGU) represents the lowest level within the Group at which goodwill is monitored for internal management purposes.
The pre-tax weighted average cost of capital (WACC) is estimated per CGU and varies mainly due to differences in risk free rates. The risk-free rates per
CGU are equal to the weighted average of the rate of return on local sovereign bonds or strips. The main assumptions used to determine the WACC were
provided by an external certified valuation expert.
The key assumptions for 2021 and 2020 for each CGU are as follows:
2021 2020
TERMINAL TERMINAL
PRE-TAX WACC PRE-TAX WACC
GROWTH RATE GROWTH RATE
It is inherent in the method of computation used that a change in the assumptions may lead to a different conclusion. Therefore, a sensitivity analysis is
performed based on a change in a key assumption while keeping all other assumptions unchanged.
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The remaining useful lives of supplier bases are assessed at each reporting date and adjusted if appropriate. Furthermore, triggering events for a
possible impairment are evaluated annually by means of assessing the potential impact of available internal and external information sources.
Impairment testing for cash-generating units containing intangible assets with indefinite useful lives other
than goodwill
Brand names relate to the IMCD brand. As no assumption can be made about the durability of its economic use, the brand name has an indefinite useful
life. The IMCD brand name is considered as a corporate asset and hence allocated to the individual CGUs for goodwill impairment testing purposes. The
carrying amount of the brand name has been allocated to the CGUs as follows: EMEA: EUR 11.7 million (2020: EUR 11.3 million), Americas: EUR 8.1 million
(2020: EUR 8.1 million) and Asia-Pacific: EUR 5.2 million (2020: EUR 5.5 million).
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CONSOLIDATED 19 Leases
FINANCIAL
STATEMENTS
Right-of-use assets
COMPANY Right-of-use assets carrying amounts comprise:
FINANCIAL
STATEMENTS
PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS
LAND AND
EUR 1,000 NOTE BUILDINGS CARS OTHER ASSETS TOTAL SOFTWARE TOTAL
Balance as at 1 January 2020 52,241 7,806 1,312 61,359 13,763 13,763
Adjustment for change in accounting policy - - - - (13,694) (13,694)
Restated balance as at 1 January 2020 52,241 7,806 1,312 61,359 69 69
Acquisitions through business combinations 928 105 - 1,033 - -
Depreciation and amortisation for the year (13,759) (4,113) (925) (18,797) (47) (47)
Additions for the year 24,380 3,310 890 28,580 - -
Disposals (1,302) 494 (221) (1,029) - -
Effect of movements in exchange rates (2,624) (428) 113 (2,939) 1 1
Balance as at 31 December 2020 59,864 7,174 1,169 68,207 23 23
The Group leases several assets including offices and warehouses, cars and software.
Lease liabilities
The balance sheet shows the following lease liabilities:
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The weighted average discount rate as of 31 December 2021 is 3.53% (2020: 3.43%).
If it is reasonably certain that enforceable extension options will be used, these have been included in the lease. The Group has not included enforceable
extension options with a cash flow of EUR 1.4 million (2020: EUR 12.9 million).
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21 Equity-accounted investees
The equity accounted investees relate to the 49% share in SARL IMCD Group Algerie and the 50% share in Velox China.
The following table analyses the carrying amount and share of profit and OCI of the equity interest.
Balance as at 1 January 39 65
Result for the year 32 (45)
Reversal of / (addition) to provision - 19
Balance as at 31 December 71 39
The net assets of SARL IMCD Group Algerie consist of current assets amounting to EUR 619 thousand (2020: EUR 301 thousand) and current liabilities
of EUR 533 thousand (2020: EUR 300 thousand). The net result for the financial year amounted to EUR 89 thousand. The net loss for the year 2020
amounted to EUR 51 thousand. As of 31 December 2021 net equity value of SARL IMCD Group Algerie was EUR 87 thousand (2020: EUR 1 thousand).
The net assets of Velox China consist of current assets amounting to EUR 66 thousand (2020: EUR 97 thousand) and current liabilities of EUR 11
thousand (2020: EUR 45 thousand). The net loss for the year 2021 amounted to EUR 23 thousand (2020: net loss of EUR 2 thousand). Net equity value
was EUR 55 thousand (2020: EUR 78 thousand).
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OTHER
INFORMATION
Unrecognised deferred tax liabilities
As of 31 December 2021, the group has unrecognised deferred tax liabilities to the amount of EUR 32.8 million (2020: EUR 18.6 million) for potential
withholding tax liabilities related to investments in subsidiaries. The liabilities are not recognised because the Company controls the dividend policy of
the subsidiaries and does not foresee reversal of the temporary differences in the foreseeable future.
Property, plant and equipment 288 308 416 593 (128) (285)
Intangible assets 5,342 8,179 122,067 118,252 (116,725) (110,073)
Right-of-use assets 458 - 11,893 11,513 (11,435) (11,513)
Financial fixed assets 1,500 1,771 147 59 1,353 1,712
Trade debtors and other receivables 2,225 1,751 116 35 2,109 1,716
Inventories 3,161 2,403 526 457 2,635 1,946
Share based payment reserve 675 589 18 - 657 589
Loans and borrowings 197 82 - - 197 82
Lease Liabilities 12,773 12,670 80 41 12,693 12,629
Employee benefits and
other provisions 5,806 6,193 1,303 1,321 4,503 4,872
Trade and other payables 3,791 2,741 134 (122) 3,657 2,863
Other items 3,013 3,036 (11) 26 3,024 3,010
Tax loss carry-forwards 10,226 14,977 (375) 1 10,601 14,976
Tax assets/(liabilities) 49,455 54,700 136,314 132,176 (86,859) (77,476)
Set off of tax (14,062) (14,502) (14,063) (14,502) - -
Net tax assets/(liabilities) 35,393 40,198 122,251 117,674 (86,859) (77,476)
1 The period ended 31 December 2020 has been restated as a result of a change in accounting policy detailed in Note 2 to the Financial statements
The unused tax losses and unused tax credits include EUR 5.9 million of tax credits (2020: EUR 5.1 million) related to foreign withholding taxes.
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The group utilised deferred tax assets related to unused tax losses and unused tax credits to an amount of EUR 0.3 million in the financial year (2020:
EUR 1.0 million).
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24 Inventories
The value of the inventory is as follows:
Cost of materials and inbound logistics included in profit or loss of 2021 amounted to EUR 2,598.9 million (2020: EUR 2,127.4 million). This cost includes
write-downs of inventories to net realisable value of EUR 6.1 million (2020 EUR 4.4 million). The reversal of write-downs amounted to EUR 1.7 million
(2020: EUR 0.7 million). The write-down of inventories is mainly due to inventories past their expiration dates or inventories which are not marketable.
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The Group’s exposure to currency risks related to trade and other receivables is disclosed in note 5.
The ageing of trade and other receivables at the reporting date was as follows:
Impairment losses
The movement in the allowance for impairment losses in respect of trade and other receivables during the year was as follows:
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As at 31 December 2021, the total impairment includes an amount of EUR 2,030 thousand (2020: EUR 1,973 thousand) related to customers declared
insolvent. The remainder of the impairment loss as at 31 December 2021 relates to several customers who are expected to be unable to pay their
outstanding balances, mainly due to economic circumstances, and the general provision for expected credit losses for trade and other receivables. The
Group believes that the unimpaired amounts that are past due by more than 30 days are still collectable, based on historic payment behaviour and
analyses of the underlying customers’ creditworthiness.
The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region was as follows:
The cash and cash equivalent balances are available for use by the Group.
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The shareholders are entitled to receive dividends and are entitled to one vote per share at meetings of the Company. Following the resolution of the
OTHER
INFORMATION
Annual General Meeting in 2021, the Company distributed a dividend in cash of EUR 58.1 million (2020: EUR 47.3 million).
The share premium as of 31 December 2021 amounted to EUR 1,051.4 million (31 December 2020: EUR 1,051.4 million).
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well
as from the translation of liabilities that hedge the Company’s net investment in foreign subsidiaries.
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged
transactions that have not yet occurred.
Other reserve
Other reserves relate to the accumulated actuarial gains and losses recognised in the other comprehensive income.
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2020
Foreign currency translation differences for foreign operations, net of tax (78,160) - - (78,160)
Effective portion of changes in fair value of cash flow hedges, net of tax - (110) - (110)
Defined benefit plan actuarial gains and losses net of tax - - (1,818) (1,818)
Total other comprehensive income (78,160) (110) (1,818) (80,089)
28 Non-controlling interest
The non-controlling interest relates to the 75% share in IMCD Arabia Trading LLC. Profit sharing is determined on a 90%-10% basis.
As at 31 December 2021, the non-controlling interest amounts to EUR 1,529 thousand. The net loss for the financial year attributed to the non-
controlling interest amounts to EUR 40 thousand.
Non-current liabilities
EUR 1,000 NOTE 2021 2020 1
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Schuldscheindarlehen (fix rate) EUR 1.58% 2023 15,000 14,978 15,000 14,966
OTHER Schuldscheindarlehen (floating rate) EUR 1.45% 2023 25,000 24,964 25,000 24,869
INFORMATION
Bond loan (fix rate) EUR 2.50% 2025 300,000 297,586 300,000 296,857
Profit sharing arrangements EUR 1.53% 2022 1,369 1,369 1,538 1,538
Lease liabilities 2 0.22% - 23.90% 2022-2062 57,625 52,712 57,834 51,677
Other interest-bearing liabilities - - - -
Total interest-bearing liabilities 398,994 391,610 399,372 389,907
Deferred and contingent considerations 7, 33 279,685 275,243 195,612 191,302
Total non-current liabilities 678,679 666,853 594,984 581,209
1 The period ended 31 December 2020 has been restated as a result of a change in accounting policy detailed in Note 2 to the Financial statements
2 Various currencies
The total non-current lease liabilities of EUR 57.6 million consist of lease liabilities denominated in various currencies, of which EUR 17.9 million in EUR,
EUR 13.8 million in USD, EUR 8.2 million in CAD, EUR 6.6 million in AUD and EUR 2.9 million in SEK.
In March 2020, IMCD completed an amendment to its multi-currency revolving credit facility, increasing the borrowing capacity from EUR 400 million to
EUR 500 million. IMCD further agreed with its existing banking syndicate, to extend the maturity date of this revolving credit facility from 27 March 2024
to 27 March 2025 along with a reduction in the interest margins.
In November 2021, IMCD made the repayment of EUR 60 million and USD 25 million for its short term debt (Schuldscheindarlehen).
The senior unsecured fixed rates note, issued by IMCD N.V. on 26 March 2018, had a closing price of EUR 104,40 at 31 December 2021 (31 December
2020: EUR 104.17 ). The bond is listed on the Luxembourg Euro MTF market and matures on 26 March 2025.
The Group is obliged to meet requirements from the covenants in connection with the interest bearing loan facilities. These requirements relate to ratios
for interest cover and maximum leverage.
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The actual reported leverage ratio as at 31 December 2021 was 2.3 times EBITDA (31 December 2020: 2.7 times EBITDA). Including the full year impact
of acquisitions completed in 2020, the leverage at the end of the financial year is 2.3 times EBITDA (31 December 2020: 2.3 times EBITDA). The
leverage ratio calculated on the basis of the definitions used in the loan documentation was 1.5 times EBITDA (31 December 2020: 1.7 times EBITDA)
which is well below the defined maximum of 3.5 times EBITDA.
The actual interest cover covenant for the financial year, based on the definitions used in the Schuldschein Darlehen documentation, was 29.0 times
EBITDA (2020: 16.9 times EBITDA) and was well above the required minimum of 4.0.
For details of the contractual maturities of financial liabilities, reference is made to note 5.
Current liabilities
EUR 1,000 NOTE 2021 2020 1
Other short-term financial liabilities include a revolving credit facility, bank overdrafts and other short-term credit facilities, including discounted bills
and discounted notes.
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OTHER
INFORMATION Net defined benefit liability 13,475 14,727
Termination benefits and other long-term employee benefits 15,783 14,808
Total employee benefit liabilities 29,258 29,535
The Group supports defined benefit plans in the Netherlands, the United Kingdom, Canada, Germany, Switzerland, Austria, the United States and
the Philippines.
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Plan assets
EUR 1,000 2021 2020
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Actuarial assumptions
Principal actuarial assumptions at the reporting date, expressed as weighted average:
2021 2020
Assumptions regarding future mortality are based on published statistics and mortality tables. The following tables have been used:
• The Netherlands: AGPrognose2020Hoog 7 based on income class high-medium
• The United Kingdom: before retirement – as per post retirement, after retirement -males: 90% S2PXA_L / -females: 90% S2PA_L, CMI 2019
model [1.25%]
• Canada: CPM 2014 Public & Private with 2D projections using Scale B
• Germany: Richttafel 2018G Klaus Heubeck
• Switzerland: BVG 2020 Generational
• Austria: AVÖ 2018-P ‘Angestellte’ –Rechnungsgrundlagen für die Pensionsversicherung-Pagler & Pagler
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CONSOLIDATED The Group expects EUR 3,099 thousand in contributions to be paid into its defined benefit plans in 2022. The Canadian pension plans are partially
FINANCIAL unfunded. The duration of the funded obligation based on expected cash flows is 13 years, the unfunded plans have an expected duration of 14 years.
STATEMENTS
The plan in the United Kingdom has 29 members and is a final salary defined benefit plan. The plan is financed through a pension fund. The plan assets
are not invested in a single class of investments.
The plan in Canada consists of three separate plans: a pension and supplementary retirement pension plan for certain (former) executive members (9
members) and a non-pension post-retirement benefit plan providing extended health, dental, life insurance and accidental death and dismemberment
benefits. The supplementary plan and non-pension plan are unfunded.
The pension plans of IMCD Switzerland were revised and harmonised due to the merger between IMCD Switzerland AG and DCS Pharma AG. The
revised plan was put in to effect as at 1 January 2022. The plan is financed through a pension fund and the plan assets are not invested in a single class
of investments.
The obligations arising from the defined benefit plans mentioned above are determined using the projected unit credit method. The projected unit
credit method determines the expected benefits to be paid after retirement, taking dynamic measurement parameters into account and spreading
them over the entire years of service of the employees participating in the plan. For this purpose, an actuarial valuation is obtained every year. The
actuarial assumptions for the discount rate, salary growth rate, pension trend and life expectancy, which are used to calculate the defined benefit
obligation are established on the basis of the respective economic circumstances.
The plan assets measured at fair value are deducted from the present value of the defined benefit obligation (gross pension obligation). Plan assets are
assets where the claim to said assets has, in principle, been assigned to the beneficiaries. This results in a net liability or a net asset to be recognised.
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have
affected the defined benefit obligations of the three significant defined benefit plans by the amounts shown below.
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Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the
sensitivity of the assumptions shown.
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The termination and other long-term employee benefits comprises statutory imposed obligations for long or after-service benefits. The main
obligations relate to the IFC retirement indemnity benefits in France and the legally required leaving-service indemnity TFR in Italy.
31 Provisions
The movements in provisions are as follows:
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At 31 December 2021, with the exception of some derivatives used for hedging, all trade and other payables have a term of less than one year.
The Group’s exposure to currency risk related to trade and other payables is disclosed in Note 5.
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OTHER
INFORMATION 31 DECEMBER 2021 CARRYING AMOUNT FAIR VALUE
FINANCIAL ASSETS AMORTISED FINANCIAL OTHER TOTAL LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
AT FAIR VALUE COST LIABILITIES AT FAIR FINANCIAL
THROUGH PROFIT VALUE THROUGH LIABILITIES
EUR 1,000 NOTE OR LOSS PROFIT OR LOSS
Forward exchange contracts
25 61 - - - 61 - 61 - 61
used for hedging
Forward exchange contracts
32 - - 195 - 195 - 195 - 195
used for hedging
Contingent consideration 29 - - 308,856 - 308,856 - - 308,856 308,856
FINANCIAL ASSETS AMORTISED FINANCIAL OTHER TOTAL LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
AT FAIR VALUE COST LIABILITIES AT FAIR FINANCIAL
THROUGH PROFIT VALUE THROUGH LIABILITIES
EUR 1,000 NOTE OR LOSS PROFIT OR LOSS
Forward exchange contracts
25 1 - - - 1 - 1 - 1
used for hedging
Forward exchange contracts
32 - - 2,417 - 2,417 - 2,417 - 2,417
used for hedging
Contingent consideration 29 - - 193,544 - 193,544 - - 193,544 193,544
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OTHER
Significant Inter-relationship between
INFORMATION
unobservable significant unobservable inputs and
Type Valuation technique inputs fair value measurement
Contingent consideration Discounted cash flows: The valuation model considers the present • Forecast EBITDA The estimated fair value would
value of expected payment, discounted using a risk-adjusted discount margin increase/(decrease) if:
rate. The expected payment is determined by considering the possible • Risk-adjusted
scenarios of forecast EBITDA, the amount to be paid under each discount rate • the EBITDA margins were higher/
scenario and the probability of each scenario. (lower); or
• the risk-adjusted discount rates were
lower/(higher).
Forward exchange contracts and Market comparison technique: The fair values are based on broker Not applicable Not applicable
interest rate swaps quotes. Similar contracts are traded in an active market and the quotes
reflect the actual transactions in similar instruments.
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CONSOLIDATED CONTINGENT
FINANCIAL EUR 1,000 NOTE CONSIDERATION
STATEMENTS
COMPANY
Balance as at 1 January 2021 193,544
FINANCIAL Assumed in a business combination 7 121,382
STATEMENTS Paid contingent consideration (20,735)
Loss / (Gain) included in profit or loss 1,151
OTHER Loss / (Gain) included in equity -
INFORMATION
Effect of movement in exchange rates 13,514
Balance as at 31 December 2021 308,856
The amount assumed in business combinations contains an adjustment of the provisional purchase price allocation for Signet (increase of
EUR 41 million), which was acquired in 2020. This adjustment relates to changes in the assumptions of the projected cash and debt positions at
the execution date. The main contingent considerations relate to the acquisitions of Signet and Megasetia. Other contingent considerations assumed in
business combinations relate to the acquisitions of Yuanhe, Andes, Siliconas and Maquimex.
The net loss included in profit and loss of EUR 1,151 thousand (2020: gain of EUR 1,213 thousand) is the result of remeasuring contingent considerations.
Sensitivity analysis
The fair value of contingent considerations is subject to two principal assumptions. The effects of reasonable changes to these assumptions, keeping
other assumptions constant, are set out below.
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OTHER
Offsetting financial assets and liabilities
INFORMATION Gross amounts of financial assets and liabilities are offset on the basis of offsetting arrangements or are subject to enforceable master netting
arrangements or similar agreements that do not meet the requirements for offsetting in the balance sheet.
31 DECEMBER 2021
ENFORCEABLE
MASTER NETTING
GROSS AMOUNT OF GROSS CARRYING ARRANGEMENTS OR
FINANCIAL ASSETS AMOUNTS IN THE SIMILAR 31 DECEMBER 2021
EUR 1,000 AND LIABILITIES OFFSETTING BALANCE SHEET ARRANGEMENTS NET AMOUNT
ENFORCEABLE
MASTER NETTING
GROSS AMOUNT OF GROSS CARRYING ARRANGEMENTS OR
FINANCIAL ASSETS AMOUNTS IN THE SIMILAR 31 DECEMBER 2020
EUR 1,000 AND LIABILITIES OFFSETTING BALANCE SHEET ARRANGEMENTS NET AMOUNT
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OTHER
INFORMATION Within one year 1,848 6,327
Later than one year but not later than five years 7,214 531
Later than five years 2,888 -
Total Operational leases 11,951 6,858
Guarantees
As at 31 December 2021, the Group has granted guarantees of EUR 79.6 million (31 December 2020: EUR 38.5 million) in total. Those guarantees
mainly consist of bank guarantees related to acquisitions, amounting to EUR 13.1 million. Furthermore, the guarantees consist of bank guarantees to
customs and tax authorities of EUR 0.9 million (31 December 2020: EUR 0.9 million), office rental guarantees of EUR 1.1 million (31 December 2020:
EUR 0.9 million), guarantees for goods of EUR 62.3 million (31 December 2020: EUR 9.3 million), letters of credit EUR 1.2 million (EUR 1.7 million) and
other guarantees of 1.0 million (31 December 2020: nil).
Claims
The Group is a party to a limited number of legal proceedings incidental to its business. As is the case with other companies in similar industries, the
Company faces exposures from actual or potential claims and legal proceedings. Although the ultimate result of legal proceedings cannot be predicted
with certainty, it is the opinion of the Company’s management that the outcome of any claim which is pending or threatened, either individually or on a
combined basis and considering the insurance cover available, will not have a material effect on the financial position of the Company, its cash flows and
result of operations.
35 Related parties
Identity of related parties
The Group has related party relationships with its shareholders, subsidiaries, Management Board and Supervisory Board and post-employment benefit
plans. For an overview of the group companies, reference is made to the List of group companies as per 31 December 2021 on page 213.
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OTHER
INFORMATION
In the financial year, the contributions to the defined benefit plans were EUR 2,434 thousand (2020: EUR 1,931 thousand). The outstanding payable to
the defined benefit plans as at the year-end 2021 is EUR 3 thousand (2020: EUR 6 thousand).
36 Subsequent events
In addition to the acquistions completed in 2021, IMCD signed agreements to acquire 100% of the shares in Shanghai Syntec Additive Limited and
Shanghai Weike Additive Limited (jointly “Syntec”), RPL Trading Pty Ltd and RPL Trading New Zealand Ltd. (jointly “RPL Trading”) and Polychem
Handelsges.m.b.H. (“POLYchem”).
On 6 December 2021, IMCD signed an agreement to acquire 100% of the shares in Syntec. Syntec provides market, technicaland formulation expertise
in China's personal care,cosmetics, and home care industries. Syntec generateda revenue of approximately EUR 14 million in 2020 has 25 employees.
The transaction was closed on 18 January 2022
On 22 December 2021, IMCD signed an agreement to acquire 100% of the shares of RPL Trading, a speciality chemicals distributor focused on
services and formulation expertise for customers and partners in the home care and water treatment markets. RPL Trading generated a revenue of
approximately EUR 16 million for the fiscal year ended on 30 June 2021 and has 15 employees. The transaction was closed on 31 January 2022.
On 22 December 2021, IMCD signed an agreement to acquire 100% of the shares in POLYchem, a leading provider of chemical raw materials and
additives in Austria and Southeast Europe. POLYchem offers a diverse portfolio of products for the coatings, construction, as well as the composite
industries. POLYchem has 65 employees and generated a revenue of EUR 25 million in 2020. The transaction was closed on 8 February 2022.
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CONSOLIDATED In addition to the three agreements signed in 2021 and closed early 2022, IMCD signed three additional acquisition agreements.
FINANCIAL
STATEMENTS
On 10 February 2022, IMCD signed an agreement to acquire 100% of the shares in speciality chemicals and ingredients distributor Polyorganic®
COMPANY Tecnologia Ltda (“Polyorganic”). Headquartered in São Paulo, Brazil, Polyorganic is active in the household, industrial and institutional (HI&I), water
FINANCIAL treatment industry and other industrial markets segment in Brazil. In 2021, Polyorganic generated a revenue of approximately EUR 12 million.
STATEMENTS
On 16 February, IMCD signed an agreement to acquire 100% of the business and the subsidiaries of Quelaris Internacional S.A. (“Quelaris”). Quelaris
OTHER
INFORMATION
is a LATAM regional raw material distributor with offices in Colombia, Costa Rica and Peru and has a strong presence in the polyurethane, coatings,
adhesives, rubber and other industrial markets throughout the region. With 46 employees, Quelaris generated revenue of approximately USD 52 million
in 2021. The closing of the transaction is expected to take place in March 2022.
There were no material events after 31 December 2021 that would have changed the judgement and analysis by management of the financial position as
of 31 December 2021 or the result for the year of the Group.
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CONSOLIDATED
FINANCIAL
STATEMENTS
Company balance sheet
COMPANY
as of 31 December 2021
FINANCIAL BEFORE PROFIT APPROPRIATION
STATEMENTS
Current assets
Trade and other receivables 44 (10) 175
Accounts receivable from subsidiary 45 1,834 1,710
Cash and cash equivalents 255 154
Total current assets 2,079 2,039
Shareholders' equity 46
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CONSOLIDATED
FINANCIAL
STATEMENTS
Company income statement
FOR THE YEAR ENDED 31 DECEMBER 2021
COMPANY
FINANCIAL
STATEMENTS
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CONSOLIDATED
FINANCIAL
STATEMENTS
Notes to the Company financial statements
FOR THE YEAR ENDED 31 DECEMBER 2021
COMPANY
FINANCIAL 37 General
STATEMENTS
The company financial statements are part of the 2021 financial statements of IMCD N.V. (the ‘Company’).
OTHER
INFORMATION
38 Principles for the measurement of assets and liabilities and the determination of the result
For setting the principles for the recognition and measurement of assets and liabilities and determination of the result for its company financial
statements, the Company makes use of the option provided in Section 2:362 (8) of the Netherlands Civil Code. This means that the principles for
the recognition and measurement of assets and liabilities and determination of the result (hereinafter referred to as principles for recognition and
measurement) of the company financial statements of the Company are the same as those applied for the consolidated EU-IFRS financial statements.
These consolidated EU-IFRS financial statements are prepared according to the standards laid down by the International Accounting Standards Board
and endorsed by the European Union (hereinafter referred to as EU-IFRS). Reference is made to the notes to the consolidated financial statements.
The share in results from participating interests, after taxation consists of the share of the Company in the results of these participating interests.
Results on transactions, where the transfer of assets and liabilities is between the Company and its participating interests and mutually between
participating interests themselves, are not incorporated insofar as they can be deemed to be unrealised.
39 Operating income
Other operating income predominantly relates to management service fees charged to IMCD Group B.V.
40 Personnel expenses
The personnel expenses 2021 comprise the wages and salaries including bonuses, cost related to the employee benefit plan and social security
expenses. Further details are provided in Note 53.
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OTHER
INFORMATION
Income tax using the Company’s domestic tax rate 25.0 52,316 25.0 30,278
Adjustments in respect of tax exempt income (22.8) (47,758) (23.6) (28,621)
Effect of change in tax rate (0.1) (131) 0.3 330
Tax effect of:
Non-deductible expenses 0.3 553 0.2 278
Tax incentives and tax exempted income - - - -
Recognition of previously unrecognised tax losses - - - -
(De)recognition of previously (un)recognised temporary differences - - 0.0 29
Tax charge other members fiscal unity (1.4) (3,028) (1.4) (1,663)
Under provided in prior years 0.0 35 0.3 351
0.9 1,987 0.8 982
Except for withholding taxes, corporate income tax expenses of the Dutch subsidiaries are allocated to the Company as head of the fiscal unity.
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CONSOLIDATED The Company, statutorily seated in Rotterdam, owns the Group through a 100% share in the issued capital of IMCD Finance B.V., statutorily seated
FINANCIAL in Rotterdam.
STATEMENTS
COMPANY
FINANCIAL 43 Deferred tax assets
STATEMENTS
In 2021 the Company did not recognise previously unrecognised deferred tax assets related to tax losses carried forward (2020: nil). The Company
OTHER
INFORMATION
utilised deferred tax assets of EUR 3.1 million in the financial year (2020: EUR 1.3 million), EUR 0.8 million new tax credits (2020: EUR 0.6 million),
EUR 0,1 million change in tax rates (2020: EUR 0.6 million) and EUR nil prior year adjustments (2020: nil).
The deferred tax asset relates to unused tax losses, unused tax credits and share issuance expenses.
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OTHER Balance as at 1 January 2021 9,118 1,051,438 (114,329) (206) (3,893) (4,774) 194,927 120,128 1,252,408
INFORMATION
Appropriation of prior year's result - - - - - - 62,000 (62,000) -
9,118 1,051,438 (114,329) (206) (3,893) (4,774) 256,927 58,128 1,252,408
Total recognised income and expense - - - - - - - 207,276 207,276
Share based payments - - - - - 1,025 (4,130) - (3,105)
Issue of shares minus related costs - - - - - - - - -
Transfer of own shares - - - - 1,721 - 3,091 - 4,812
Cash dividend - - - - - - - (58,128) (58,128)
Movement in other reserves - - 56,044 106 - 412 - - 56,562
Balance as at 31 December 2021 9,118 1,051,438 (58,285) (100) (2,172) (3,337) 255,888 207,276 1,459,825
Balance as at 1 January 2020 8,415 657,514 (36,169) (96) (4,686) (5,774) 139,315 108,006 866,525
Change in accounting policy 1 - - - - - - (4,647) - (4,647)
8,415 657,514 (36,169) (96) (4,686) (5,774) 134,668 108,006 861,878
Appropriation of prior year's result - - - - - - 60,673 (60,673) -
8,415 657,514 (36,169) (96) (4,686) (5,774) 195,341 47,333 861,878
Total recognised income and expense - - - - - - - 120,128 120,128
Share based payments - - - - - 2,818 (1,529) - 1,289
Issue of shares minus related costs 703 393,924 - - - - - - 394,627
Transfer of own shares - - - - 793 - 1,115 - 1,908
Cash dividend - - - - - - - (47,333) (47,333)
Movement in other reserves - - (78,160) (110) - (1,818) - - (80,089)
Balance as at 31 December 2020 9,118 1,051,438 (114,329) (206) (3,893) (4,774) 194,927 120,128 1,252,408
1 Reference is made to note 2 to the Financial statements
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OTHER
INFORMATION
Translation reserve
The translation reserve (legal reserve) comprises all exchange rate differences arising from the translation of the financial statements of foreign
operations as well as from the translation of liabilities that hedge the Company’s net investment in foreign subsidiaries.
Hedging reserve
The hedging reserve (legal reserve) comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments
related to hedged transactions that have not yet occurred.
Other reserves
Other reserves relate to the accumulated actuarial gains and losses recognised in other comprehensive income and the share based payment reserve.
Unappropriated result
At the Annual General Meeting the following appropriation of the result for 2021 will be proposed: an amount of EUR 92,320 thousand to be paid out as
dividend (EUR 1.62 per share) and EUR 114,916 thousand to be added to the retained earnings.
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OTHER
INFORMATION Balance as at 1 January 337,917 477,562
Additions (224) 105
Redemptions (55,546)
Classified as current liability (80,373)
Transaction and other finance costs paid (595)
Amortisation of transaction and other finance costs 836 959
Effect of movements in exchange rates (4,195)
Balance as at 31 December 338,529 337,917
The non-current liabilities consist of the carrying value of the debt capital market issuance ("Schuldscheindarlehen") with notional values of
EUR 40 million and the carrying value of the Bond loan issued in 2018, net of capitalised finance costs.
CONTRACTUAL
12 MONTHS OR LESS
EUR 1,000 CURR CARRYING AMOUNT CASH FLOWS 1 - 2 YEARS 2 - 5 YEARS >5 YEARS
In November 2021, IMCD repayment EUR 60 million and USD 25 million for its short term debt (Schuldscheindarlehen).
The senior unsecured fixed rates note, issued by IMCD N.V. on 26 March 2018, had a closing price of EUR 104.40 at 31 December 2021 (31 December
2020: EUR 104.17). The bond is listed on the Luxembourg Euro MTF market and matures on 26 March 2025.
Further details of the Schuldscheindarlehen and the bond loan are provided in Note 29 of the consolidated financial statements.
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OTHER
INFORMATION Accounts payable to subsidiaries 6,781 2,022
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These risks, objectives, policies and processes for measuring and managing risk, and the management of capital apply also to the company financial
statements of IMCD N.V.
Statutory audits of annual reports 761 1,190 1,952 864 1,098 1,962
Other assurance services 56 - 56 59 - 59
Tax advisory services - - - - - -
Other non-audit services - - - - - -
817 1,190 2,007 923 1,098 2,021
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As of 31 December 2021, the total number of shares conditionally granted to P.C.J. van der Slikke and H.J.J. Kooijmans is 31,898 (31 December 2020:
36,293) respectively 24,848 (31 December 2020: 27,947). The reported bonus and share based payment amounts include adjustments related to
prior years. The other remunerations include health insurance premiums, business expense allowances, social security premiums and company car
expenses. Further details of the Management Board compensation are provided in the Remuneration Report (see page 93).
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In addition to the aforementioned compensation, the Management Board and Supervisory Board members receive reimbursements for out-of-pocket
expenses. 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.
55 Subsequent events
There were no material events after 31 December 2021 that would have changed the judgement and analysis by management of the financial condition
at 31 December 2021 or the result for the year of the Company.
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CONSOLIDATED
FINANCIAL
STATEMENTS
List of group companies
COMPANY
as per 31 December 2021
FINANCIAL
STATEMENTS
OTHER The list of group companies is as follows (100% owned unless mentioned otherwise):
INFORMATION IMCD Finance B.V. Rotterdam The Netherlands
IMCD Group B.V. Rotterdam The Netherlands
IMCD Participations II B.V. Rotterdam The Netherlands
Internatio Special Products B.V. Rotterdam The Netherlands
IMCD Benelux B.V. Rotterdam The Netherlands
Jan Dekker B.V. 1 Rotterdam The Netherlands
IMCD Benelux N.V. Mechelen Belgium
IMCD France Investments S.A.S. Paris France
IMCD Holding France S.A.S. Paris France
IMCD France S.A.S. Paris France
IMCD Espanã Especialidadis Quimicas S.A. Madrid Spain
IMCD Portugal Produtos Quimicos Lda Lisbon Portugal
IMCD Maroc S.a.r.l. Casablanca Morocco
IMCD Manufacturing Tunisia S.a.r.l. 2 Tunis Tunisia
IMCD Tunisia S.a.r.l. Tunis Tunisia
S.a.r.l. IMCD Group Algerie (49% of the shares) Algiers Algeria
IMCD Deutschland GmbH Cologne Germany
Otto Aldag Handel GmbH Cologne Germany
DCS Pharma GmbH 3 Lüneburg Germany
IMCD UK Acquisitions Ltd. Sutton United Kingdom
IMCD Holding UK Ltd. Sutton United Kingdom
IMCD UK Investments Ltd. Sutton United Kingdom
IMCD UK Ltd. Sutton United Kingdom
IMCD Ireland Ltd. Dublin Ireland
IMCD Italia S.p.A. Milan Italy
Gopharma S.r.l. 3 Milan Italy
IMCD Norway AS Ski Norway
IMCD Nordic AB Malmö Sweden
IMCD Sweden AB Malmö Sweden
IMCD Finland Oy Helsingfors Finland
Oy Kokko-Fiber AB 4 Kokkola Finland
IMCD Danmark AS Helsingør Denmark
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CONSOLIDATED Gateway warehouse & consolidators, LLC 11 Miami United States of America
FINANCIAL IMCD Brasil Comércio e Indústria de Produtos Quimicos Ltda. São Paulo Brazil
STATEMENTS
IMCD Brasil Farmacêuticos Importação, Exportação e Representações Ltda São Paulo Brazil
COMPANY Vitaqualy Comercio de Ingredientes LTDA São Paulo Brazil
FINANCIAL IMCD Chile SpA Santiago de Chile Chile
STATEMENTS
IMCD Argentina SRL Buenos Aires Argentina
IMCD Uruguay SA Montevideo Uruguay
OTHER
IMCD Colombia SAS 12 Bogota Colombia
INFORMATION
Siliconas y Químicos 11 Bogota Colombia
IMCD Australasia Investments Pty. Ltd Melbourne Australia
IMCD Australia Pty Ltd. Melbourne Australia
IMCD New Zealand Ltd. Auckland New Zealand
IMCD Asia Pacific Sdn Bhd Shah Alam Malaysia
IMCD Malaysia Sdn Bhd Shah Alam Malaysia
IMCD Asia Pte. Ltd. Singapore Singapore
IMCD Singapore Pte. Ltd. Singapore Singapore
IMCD (Thailand) Co., Ltd. Bangkok Thailand
IMCD (China) Co. Ltd. 13 Shanghai China
IMCD International Trading (Shanghai) Co. Ltd. Shanghai China
IMCD Plastics (Shanghai) Co. Ltd. Shanghai China
Velox China Ltd (50% of the shares) Shanghai China
1 Merged with IMCD Benelux B.V. Velox China HK Co. Ltd (50% of the shares) Hong Kong Hong Kong
2 Liquidated October 2021 Shanghai Yuanhe Chemicals Co. Ltd. 14 Shanghai China
3 In liquidation Yuanhe HK Limited 14 Hong Kong Hong Kong
4 Merged with IMCD Finland Oy DCS Pharma China Co. 3 Shanghai China
5 Merged with IMCD Switzerland AG Whawon Pharm Co. Ltd. (78% of the shares) Seoul South Korea
6 Since January 2021, merged IMCD Japan Godokaisha Tokyo Japan
with IMCD Ticaret, Pazarlama ve IMCD Vietnam Company Ltd Ho Chi Minh City Vietnam
Danişmanlik Limited Şirketi IMCD Philippines Corporation Manila Philippines
7 Since January 2021 PT IMCD Indonesia (90.01% of shares) Jakarta Indonesia
8 Since January 2021, merged with PT Sapta Permata (90.01% of shares) Surabaya Indonesia
IMCD South Africa Pty. Ltd. PT Megasetia Agung Kimia (70%) Jakarta Indonesia
9 Merged with IMCD Mexico S.A. IMCD India Pte. Ltd. Mumbai India
de C.V. Monachem Additives Pvt Ltd 15 Vadodara India
10 Since August 2021 Addpol Chemspecialities Pvt Ltd 15 Vadodara India
11 Since May 2021 Signet Excipients Private Ltd (70% of the shares) Mumbai India
12 Formerly known as Unired IMCD Bangladesh Private Ltd Dhaka Bangladesh
Quimicas SAS
13 Formerly known as IMCD
(Shanghai) Trading Co. Ltd.
14 Since June 2021
15 Merged with IMCD India Pte. Ltd.
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CONSOLIDATED
FINANCIAL
STATEMENTS
Other information
COMPANY
FINANCIAL
STATEMENTS Provisions in the Articles of Association governing the appropriation of profit
OTHER Article 22 of the Company’s articles of association stipulates the following with regard to the appropriation of the profit: The Management Board, with
INFORMATION the approval of the Supervisory Board, decides how much of the freely distributable profit will be reserved. The remaining profit shall be at the free
disposal of the Annual General Meeting.
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 INCLUDED IN THE
ANNUAL REPORT
Our Opinion
We have audited the accompanying financial statements for the year ended 31 December 2021 of IMCD N.V., (‘The Company’ or ‘IMCD’)
based in Rotterdam, the Netherlands. The financial statements include the consolidated financial statements and the accompanying Company
financial statements.
In our opinion:
• The accompanying consolidated financial statements give a true and fair view of the financial position of IMCD N.V. as at 31 December 2021, and of
its result and its cash flows for the year ended 31 December 2021 in accordance with International Financial Reporting Standards as adopted by the
European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
• The accompanying Company financial statements give a true and fair view of the financial position of IMCD N.V. as at 31 December 2021, and of its
result for for the year ended 31 December 2021 in accordance with Part 9 of Book 2 of the Dutch Civil Code.
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CONSOLIDATED 1. The Company balance sheet as at 31 December 2021 (before profit appropriation).
FINANCIAL 2. The Company profit and loss account for the year ended 31 December 2021.
STATEMENTS
3. The notes comprising a summary of the accounting policies and other explanatory information.
COMPANY
FINANCIAL Basis for our opinion
STATEMENTS
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are
further described in the "Our responsibilities for the audit of the financial statements" section of our report.
OTHER
INFORMATION
We are independent of IMCD N.V. in accordance with the EU Regulation on specific requirements regarding statutory audit of public-interest entities,
the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij
assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence
regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code
of Ethics).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Materiality
Based on our professional judgement we determined the materiality for the financial statements as a whole at EUR 20 million (2020: EUR 12.4 million).
Based on our experience with the Company, we determined materiality at 7.3% of result before income tax (in prior year: 7.5%) excluding non-recurring
income and expenses related to a divestments. We have also taken into account misstatements and/or possible misstatements that in our opinion are
material for the users of the financial statements for qualitative reasons.
Component audits are performed using materiality levels determined by the judgement of the group audit team, considering materiality for the
consolidated financial statements as a whole and the reporting structure of the group. Component materialities did not exceed EUR 8.8 million.
We agreed with the Supervisory Board that misstatements in excess of EUR 1 million, which are identified during the audit, would be reported to them, as
well as smaller misstatements that in our view must be reported on qualitative grounds.
Because we are ultimately responsible for the opinion, we are directing, supervising and performing the group audit. In this respect we have determined
the nature and extent of the audit procedures to be carried out for components. The extent of the procedures has been determined based on the size of
components and a number of qualitative considerations. Such considerations include the financial performance of the foreign entities and the maturity
of markets these entities are operating in.On this basis, we selected components for which a full audit (10), specified audit of balances/transactions (11)
or analytical review (remainder) was carried out on the component financial information.
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23 % 15 %
OTHER Analytical Analytical
INFORMATION review review
6%
5% Audit of
Audit of specified
specified account
account balances
balances 72 %
Full audit 79 %
scope Full audit
scope
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CONSOLIDATED We have performed audit procedures ourselves at IMCD N.V., corporate entities and operations in the Netherlands. Among others we have assessed
FINANCIAL group-wide internal controls that have been implemented by the Management Board to monitor and manage the financial and operating performance
STATEMENTS
of the various operating units. Furthermore, the group audit team performed audit procedures on the consolidation, the IT environment, impairment
COMPANY (trigger) testing for goodwill and supplier relations, purchase price allocation of acquisitions and audit procedures on sales, costs of goods sold, loans
FINANCIAL and borrowings and testing of manual journal entries.
STATEMENTS
We have used the work of component audit teams for all significant component entities. The group audit team provided detailed written instructions
OTHER
INFORMATION
to all component auditors to communicate requirements and significant audit areas and to create awareness for (fraud) risks related to management
override of controls. Furthermore, we developed a plan for overseeing each component audit team based on its relative significance to the group
and other risk characteristics. Our oversight included continuous update meetings, performing file reviews, performing on-site visits, attending
management closing meetings and reviewing component audit team deliverables. For out-scoped components, we performed analytical procedures. In
view of COVID-19, travel restrictions for certain countries have required us to exert our involvement in work performed by those component teams in a
remote way. Therefore, on-site visits and file reviews were replaced by digital review procedures and remote meetings.
By performing the procedures mentioned above at group entities, together 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.
Inherent to our responsibilities for the audit of the financial statements, there is an unavoidable risk that material misstatements go undetected, even
though the audit is planned and performed in accordance with Dutch law. The risk of undetected material misstatements due to fraud is even higher, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Also, we are not responsible for the
prevention and detection of fraud and non-compliance with all laws and regulations. Our audit procedures differ from a forensic or legal investigation,
which often have a more in-depth character.
We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding
of the entity and its environment and the components of the system of internal control, including the risk assessment process and management’s
process for responding to the risks of fraud and monitoring the system of internal control and how the Supervisory Board exercises oversight, as well
as the outcomes. In obtaining our understanding we performed inquiries with management, those charged with governance and with others within the
Company, including but not limited to the Corporate General Counsel, Director Corporate Control, Director Internal Audit and Component directors.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets
and bribery and corruption in close co-operation with our forensic specialists. We evaluated whether these factors indicate that a risk of material
misstatement due fraud is present.
Following these procedures, and the presumed risks under the prevailing audit standards, we considered fraud risks related to management override
of controls and related to manual entries to revenue. Our audit procedures to respond to these fraud risks include, amongst others, an evaluation of
relevant internal controls and supplementary substantive audit procedures, including detailed testing of journal entries and post-closing adjustments
based on supporting documentation. Data analytics, including selection of journal entries based on risk-based characteristics, form part of our audit
approach to address the identified fraud risks.
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CONSOLIDATED Additionally, we performed further procedures including, among others, the following:
FINANCIAL • We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and evaluated whether any
STATEMENTS
findings were indicative of fraud or non-compliance.
COMPANY • We evaluated whether the selection and application of accounting policies by the group, particularly those related to subjective measurements, may
FINANCIAL be indicative of fraudulent financial reporting.
STATEMENTS
• We evaluated whether the judgments and decisions made by management in making the accounting estimates included in the financial statements
indicate a possible bias that may represent a risk of material misstatement due to fraud. Management insights, estimates and assumptions
OTHER
INFORMATION
that might have a major impact on the financial statements are disclosed in Note 2 of the financial statements. We performed a retrospective
review of management judgments and assumptions related to significant accounting estimates reflected in prior year financial statements. Certain
management estimates and judgements are considered most significant to our audit. Reference is made to the section “Our key audit matters” for
further details on those estimates and judgments.
As a result of our risk assessment procedures, and while realizing that the effects from non-compliance could considerably vary, we considered the
following laws and regulations: adherence to (corporate) tax law and financial reporting regulations, the requirements under the International Financial
Reporting Standards as adopted by the European Union (EU-IFRS) and Part 9 of Book 2 of the Dutch Civil Code with a direct effect on the financial
statements as an integrated part of our audit procedures, to the extent material for the related financial statements. We obtained sufficient appropriate
audit evidence regarding provisions of those laws and regulations generally recognized to have a direct effect on the financial statements.
Apart from these, the Company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on
amounts and/or disclosures in the financial statements, for instance, through imposing fines or litigation. In addition, we considered major laws and
regulations applicable to listed companies.
Our procedures are more limited with respect to these laws and regulations that do not have a direct effect on the determination of the amounts and
disclosures in the financial statements. Compliance with these laws and regulations may be fundamental to the operating aspects of the business,
to IMCD's ability to continue its business, or to avoid material penalties and therefore non-compliance with such laws and regulations may have a
material effect on the financial statements. Our responsibility is limited to undertaking specified audit procedures to help identify non-compliance with
those laws and regulations that may have a material effect on the financial statements. Our procedures are limited to (i) inquiry of management, those
charged with governance and others within the Company as to whether the Company is in compliance with such laws and regulations and (ii) inspecting
correspondence, if any, with the relevant licensing or regulatory authorities to help identify non-compliance with those laws and regulations that may
have a material effect on the financial statements.
We remained alert to indications of (suspected) non-compliance throughout the audit. Finally, we obtained written representations that all known
instances of (suspected) fraud or non-compliance with laws and regulations have been disclosed to us.
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CONSOLIDATED performed procedures including evaluating management’s assessment of the Company’s ability to continue as a going concern and considering the
FINANCIAL impact of financial, operational, and other conditions. Based on these procedures, we did not identify any reportable findings related to the entity’s
STATEMENTS
ability to continue as a going concern.
COMPANY
FINANCIAL Our key audit matters
STATEMENTS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements. We have
communicated the key audit matters to the Supervisory Board. The key audit matters are not a comprehensive reflection of all matters discussed.
OTHER
INFORMATION
In determining our key audit matters, we have reconsidered those included in the previous year and concluded that the key audit matter related to ‘IT
landscape and financial reporting’ is no longer applicable due to the completion of IT migrations in a substantial number of IMCD’s operating companies
and other improvements made to the IT environment. In addition, the previous year key audit matter on business acquisitions was specific to the ‘Signet
purchase price allocation’ whereas in the current year the general key audit matter on ‘Business acquisitions’ is included.
KEY AUDIT MATTER DESCRIPTION HOW THE KEY AUDIT MATTER WAS ADDRESSED IN THE AUDIT AND OUR OBSERVATION
Impairment of goodwill and supplier relations – Refer to Note As part of our audit we evaluated historical accuracy of budgeting and the sensitivities
18 to the financial statements in management estimates for key assumptions, including projections of future cash flows,
discount rates and long term growth rates. We focused our substantive audit efforts on those
IMCD grows its business organically and through acquisitions. As a estimates that could potentially cause the existing headroom to change into an impairment
result of these acquisitions, the balance sheet as at December 31, and/or trigger an impairment.
2021 carries goodwill of EUR 1.257 million and supplier relations of
EUR 499 million. In 2021, goodwill and supplier relations increased We obtained an understanding of management’s process over the impairment test and the
due to multiple acquisitions, with the acquisition of Andes impairment trigger test.
Chemical (and acquired related subsidiaries), Materias Químicas
de México, S.A. de C.V & Pluralmex, S.A. de C.V. and PT Megasetia We verified whether projections were based on internal budgets and financial plans approved by
Agung Kimia (see key audit matter ‘Business Combinations’) being the Supervisory Board. Furthermore, we challenged and compared revenue projections to, for
the most substantial ones for the year. example, external economic outlook data and expected inflation rates in which we focused on
those estimates that could cause a change in the outcome of impairment testing.
For purposes of impairment testing, IMCD allocates goodwill
to three cash-generating units (CGU’s). Suppliers relations are With the involvement of Deloitte valuation experts we evaluated the appropriateness of the
grouped to the smallest CGUs. For goodwill, IMCD tests its impairment models used by IMCD, the discount rates and long term growth rates applied and
CGU’s annually and upon the existence of a triggering event, by compared the methodology and outcomes to relevant industry and capital market information.
comparing the recoverable amounts of the individual CGU’s, being Additionally, we assessed the various scenarios applied in impairment testing as disclosed in
the higher of value-in-use and fair value less cost of disposal, to Note 18 to the consolidated financial statements in view of the current market conditions, trends
the carrying amounts in accordance with IAS 36. The recoverable in financial performance and the uncertainty around recovery of the industries in which IMCD
amounts for supplier relations are assessed upon the existence of a operates in view of the COVID-19 pandemic.
triggering event. Additionally, IMCD discloses the key assumptions
used in determining the recoverable amounts and the sensitivity of Key observations
the impairment test for changes in those assumptions in Note 18 of
the financial statements.
IMCD did not identify impairments. Within the context of our audit on the financial statements
as a whole and based on the materiality applied, we conclude that the assumptions used
We identified impairment of goodwill and supplier relations as a in the impairment calculations are reasonable and within an acceptable range. Furthermore,
key audit matter because of the amounts involved, the complexity the sensitivity of the impairment test to changes in the most critical assumptions used are
of the assessment process and the significance of management appropriately disclosed in Note 18 to the consolidated financial statements.
estimates for key assumptions used, including projections of future
cash flows, discount rates and (terminal) growth rates. In addition,
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OTHER
INFORMATION
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CONSOLIDATED KEY AUDIT MATTER DESCRIPTION HOW THE KEY AUDIT MATTER WAS ADDRESSED IN THE AUDIT AND OUR OBSERVATION
FINANCIAL Business Combinations – Refer to note 7 to the The Management Board of IMCD engaged valuation experts to assist them in the purchase price
STATEMENTS financial statements allocation for the acquisition of Andes Chemical (and acquired related subsidiaries), Materias
Químicas de México, S.A. de C.V & Pluralmex, S.A. de C.V. and PT Megasetia Agung Kimia.
COMPANY
FINANCIAL IMCD completed multiple business acquisitions throughout the
STATEMENTS year. Most substantial were the acquisitions of Andes Chemical As part of our audit, we obtained an understanding of management’s process and controls over
(and acquired related subsidiaries), Materias Químicas de México, the assessment of key assumptions used in the purchase price allocation and data and outputs
S.A. de C.V & Pluralmex, S.A. de C.V. and PT Megasetia Agung Kimia used by the valuation expert.
OTHER
on respectively May 18, 2021, August 19, 2021 and December 22,
INFORMATION
2021. IFRS 3 requires management to apply judgement and use Furthermore, we performed more substantive audit procedures on the purchase price allocation
assumptions in determining the fair value of identified assets and in line with IFRS 3. We inspected the Share Purchase Agreement and other relevant legal
liabilities and to determine the resulting goodwill to be recognized. documents, evaluated management’s identification of assets and liabilities acquired, tested the
reliability of data used and challenged management’s key assumptions in determining the fair
Following the acquisition of businesses in 2021 goodwill and other value of the supplier relations.
intangibles increased by EUR 158 million and EUR 60 million
respectively. We identified the allocation of the purchase price We engaged Deloitte valuation experts to assist us in assessing the appropriateness of
and the valuation of these assets to be an audit area of focus the models used, benchmarking certain assumptions (including cash flow projections) and
considering the amounts involved, prevailing uncertainties in global evaluating the appropriateness of discount rates applied. In addition, we validated the
economies and the extent of management judgement involved to appropriateness and completeness of disclosures related to IMCD’s acquisitions, as included
estimate the fair values of assets and assumptions such as the in Note 7 to the consolidated financial statements.
discount rate and (terminal) growth rate.
Key observations
Based on our materiality and procedures performed and in the context of the audit of the
consolidated financial statements as a whole, we observed that IFRS 3 requirements regarding
recognition and valuation of assets and liabilities were met in the purchase price allocation of
Andes Chemical (and acquired related subsidiaries), Materias Químicas de México, S.A. de C.V &
Pluralmex, S.A. de C.V. and PT Megasetia Agung Kimia and are appropriately disclosed in Note 7
to the consolidated financial statements.
Based on the following procedures performed, we conclude that the other information:
• Is consistent with the financial statements and does not contain material misstatements.
• Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise,
we have considered whether the other information contains material misstatements.
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CONSOLIDATED By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of
FINANCIAL the procedures performed is substantially less than the scope of those performed in our audit of the financial statements.
STATEMENTS
COMPANY Management is responsible for the preparation of the other information, including the report of the Management Board in accordance with Part 9 of
FINANCIAL Book 2 of the Dutch Civil Code, and the other information as required by Part 9 of Book 2 of the Dutch Civil Code.
STATEMENTS
In our opinion, the Annual Report made up in XHTML format, including the partly tagged Consolidated Financial Statements as included in the reporting
package by the Company, has been prepared in all material respects in accordance with the RTS on ESEF.
Management is responsible for preparing the Annual Report including the financial statements in accordance with the RTS on ESEF, whereby
management combines the various components in a reporting package. Ourresponsibility is to obtain reasonable assurance for our conclusion whether
the Annual Report in this reporting package, is in accordance with the requirements. We have taken into consideration what is stated in Alert 43. Our
procedures included:
• Obtaining an understanding of the entity’s financial reporting process, including the preparation of the reporting package;
• Obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL instance
document and the XBRL extension taxonomy files have been prepared in accordance with the technical specifications; and
Examining the information related to the Consolidated Financial Statements in the reporting package to determine whether all required tagging has
been applied and whether they are in accordance with the RTS on ESEF.
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CONSOLIDATED As part of the preparation of the financial statements, management is responsible for assessing the Company's ability to continue as a going concern.
FINANCIAL Based on the financial reporting frameworks mentioned, management should prepare the financial statements using the going concern basis of
STATEMENTS
accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
COMPANY
FINANCIAL Management should disclose events and circumstances that may cast significant doubt on the Company's ability to continue as a going concern in the
STATEMENTS
financial statements.
OTHER
INFORMATION
The Supervisory Board is responsible for overseeing the Company's financial reporting process.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during
our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our
audit procedures and the evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on
Auditing, ethical requirements and independence requirements. Our audit included e.g.:
• Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing
audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by management.
• Concluding on the appropriateness of management's use of the going concern basis of accounting, and based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• 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.
We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant findings in internal control that we identified during our audit. In this respect we also submit an additional report to the
Audit Committee in accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The
information included in this additional report is consistent with our audit opinion in this auditor's report.
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CONSOLIDATED We provide the Supervisory Board with a statement that we have complied with relevant ethical requirements regarding independence, and to
FINANCIAL communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
STATEMENTS
related safeguard.
COMPANY
FINANCIAL From the matters communicated with the Supervisory Board, we determine the key audit matters: those matters that were of most significance in
STATEMENTS
the audit of the financial statements. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, not communicating the matter is in the public interest.
OTHER
INFORMATION
Amsterdam, February 24, 2022
C. Brinkhorst
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CONSOLIDATED
FINANCIAL
STATEMENTS
Other information not forming part
COMPANY
of the financial statements
FINANCIAL
STATEMENTS
OTHER
INFORMATION
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recurring items Free cash flow 5 278.9 277.4 222.2 166.5 161.3 140.4 119.3 94.6 80.5 86.5
3 Result from operating activities Cash conversion margin 6 72.6% 109.4% 97.4% 79.3% 97.2% 92.3% 90.5% 83.9% 81.3% 94.0%
Colophon
Contact
Head office IMCD N.V.
Wilhelminaplein 32
3072 DE Rotterdam
The Netherlands
Phone: +31 10 - 290 86 84
Fax: +31 10 - 290 86 80
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