Annual Report 2013
ABOUT ET EX
1
Our company & strategy
1.1 1.2 1.3
Message to our stakeholders Our company Our strategy
ACT IV ITY R EP ORT
2
Building on from a strong foundation
2.1 2.2 2.3 2.4
Cladding & building boards Roofing Fire protection & insulation Ceramic tiles
ENVIRONMENTEL R EP O RT
3
Protecting our planet
30
SOCIAL REPORT
4
Empowering our people
36
4.1 4.2 4.3 4.4
Human Resources Health & Safety Carefully managing our asbestos past Community relations
G OV E R N A N C E R E PO RT
5
Governance report
5.1 5.2
Our management Governance Report
F I N A N CI A L RE P ORT
Content
6
Financial report
54
6.1 6.2 6.3 6.4
Financial Report Consolidated financial statements Non-consolidated accounts of Etex S.A.+ Glossary
56 60 122 124
GRI Index
4 6 8 10
14 16 20 24 28
38 40 42 44
48 50 52
125
Photographs by: Cover: Jef Boes, Ghent, Belgium Pages 4-5, 14-15, 30-31, 36-37, 48-49, and 54-55: Camilo Rozo, Bogotá, Colombia Pages 7, 50 and 51: Jens Mollenvanger, Antwerp, Belgium Page 11 Photographer: Studio Dann, Belgium Page 17 Architect: EX-IT Architectuur, 9120 Beveren, Belgium Photographer: Marcel Van Coile, Zemst, Belgium Page 19 (left) Architect: Space Craft, London, UK Photographer: A. Smith Page 20 Architect: Projektnaja Masterskaja Line-M, Moscow, Russia Image supplied by Dr. Schiefer, Moscow, Russia Page 21 Architect: Ariel Ulloa, Bogotá, Colombia Photographer: Jorge Mejía Ordoñez, Colombia Page 22 Architect: Marc Koehler, Amsterdam, The Netherlands Page 23 (at the top) Architect: Conavicoop, Santiago, Chile Photographer: Francisco Barrenechea, Chile Page 25 Image supplied by Mondo Marine, Savona, Italy Page 27 Image supplied by Shell, The Hague, The Netherlands Page 33 Architect: BXL-architecten, Sterrebeek, Belgium Page 43 Photographer: Studio Dann, Belgium Page 45 Photographer: Marcel Van Coile, Zemst, Belgium Page 47 (photos taken in Colombia) Photographer: Juan Carlos Salazar, Colombia All pictures are owned by Etex, all rights reserved. No part of this report may be copied or reproduced without the agreement of Etex. More information at info@etexgroup.com. Publisher: Regine Van Tomme, Tervurenlaan 361 Avenue de Tervueren, 1150 Brussels.
Key figures 2013 IN MILLION EURO
Revenue Recurring operating income (REBIT) % of revenue
2009
2010
2011
2012
2013
%
1,797
1,956
2,300
3,168
3,046
-3.9% -12.8%
148
172
197
269
234
8.2%
8.8%
8.6%
8.5%
7.7%
Non recurring items
-24
14
-21
21
2
Operating cash flow (EBITDA)
246
303
291
464
412
-11.1%
Operating income (EBIT)
124
185
176
290
237
-18.4%
7.8%
6.9%
9.5%
7.7%
9.2%
Net profit (group share)
% of revenue
38
114
80
146
124
Capital expenditure
70
73
144
204
212
4.1%
393
337
1,377
1,137
977
-14.1%
Net financial debt Working capital Capital employed Return on capital employed (ROCE)
-14.7%
316
333
326
294
284
-3.3%
1,414
1,465
2,573
2,574
2,507
-2.6%
8.4%
12.9%
12.2%
11.3%
9.3%
IN EURO PER SHARE
2009
2010
2011
2012
2013
%
Net recurring profit (group share)
0.75
1.31
1.18
1.59
1.52
-4.4% -14.3%
Net profit (group share) Gross dividend Growth rate of dividend Recurring distribution rate Personnel
0.49
1.45
1.02
1.85
1.59
0.250
0.290
0.320
0.360
0.360
0.0%
16.0%
10.3%
12.5%
0.0%
33.3%
22.1%
27.1%
22.6%
23.6%
13,512
13,351
17,138
18,071
17,442
Revenue by activity
Revenue by geographical area 19 % France 16 % Germany 12 % United Kingdom 6 % Benelux
46 % Cladding and
3 % Poland
building boards
13 % Other Europe
30% Roofing
6 % Chile
13 % Fire protection & insulation
6 % Argentina
8 % Ceramic tiles
4 % Peru
3 % Other
3 % Colombia 3 % Nigeria 9 % Rest of the world
Revenue
Recurring operating cash flow
(in million euro)
(in million euro)
3,000
500
2,500
400
2,000 300 1,500 200 1,000 100
500 0
0 2009
2010
2011
2012
2013
2009
2010
2011
2012
2013
Recurring operating income
Personnel evolution
(in million euro)
20,000
300 250
15,000 200 10,000
150 100
5,000 50 0
0 2009
2010
2011
2012
2013
2009
2010
2011
2012
2013
2013 Key Events Significant debt reduction two years after one of the biggest acquisitions in Etex’s history and taking into account the difficult market conditions. Debt ratio decreased from 2.6 to 2.4.
Promat acquired the Russianbased company A+B, producer and supplier of paints and sprays for passive fire protection.
Agreement to acquire the remaining 20 percent stake of Siniat. Since February 2014, Etex fully owns Siniat, confirming its leading position in dry construction in Latin America and Europe.
Investing 12 million euro in the Microtherm factory in Sint-Niklaas (Belgium) and opening of the new Microtherm factory in Maryville, Tennessee (US).
Investing more than 20 million euro in Siniat’s French polystyrene factories to increase production capacity.
Continuing to increase our capacity in several key emerging markets. In Colombia (big picture), for example, we built a new fibre cement factory, and our production facilities in Argentina and Nigeria received an update.
ABOUT ETEX
Our company & strategy 1.1 Messsage to our stakeholders 1.2 Our company 1.3 Our strategy
About Etex
1.1
Solid foundations for further growth: Message to our stakeholders In 2013&—&with its challenging economic and climatic conditions&—&Etex posted sales of 3.046 billion euro, representing a drop of 3.9 per cent compared to last year and a growth of 1.6 per cent on a like-for-like basis. Harsh winter weather and the difficult economic situation in Europe heavily impacted the sales of traditional building materials, in both our roofing segments and in our cladding and building boards segments. Our fire protection and insulation activities, on the other hand, were less affected and finished the year with strong results. In general, we managed to keep our margins and market shares in the European markets, despite the challenging circumstances. Our sound cash flow enables us to continue to invest in growth markets.
Etex’s history, and considering the difficult market conditions, this result played a major role in our successful refinancing at the beginning of 2014.
Focus on emerging markets In Latin America, Asia and Africa&—&where a growing middle class population is demanding better and more affordable houses&—&our sales increased significantly. Due to the unfavourable exchange rate and the divestment of Vinilit, however, this trend is not fully reflected in our results. Last year, we continued our efforts to increase our capacity in several key emerging markets. In Colombia, for example, we built a new fibre cement factory, and our production facilities in Argentina and Nigeria were upgraded. We are also building new greenfield factories for plasterboard in Brazil and Peru, and for fibre cement in Indonesia and Chile.
Safety first Employee safety remained our number-one priority in 2013. To reach our goal of zero accidents, we focused on exchanging knowledge and best practices. Several clear goals were added to our health and safety strategy. We increased the number of targeted audits, resulting in clear and closely monitored action plans. Numerous initiatives on the group, division and plant levels focused on training small and larger groups in specific safety subjects. In 2014, a number of leading KPIs will be monitored by each business unit. Beyond simple frequency and gravity rates, these indicators will stimulate preventive action and allow thorough evaluation of safety at each of our businesses.
Healthy finances Last year, we reduced our debt from 1,137 to 977 million euro, thus ending the year with a net financial debt/rebitda ratio of 2.4, down from 2.6 last year. This significant debt decrease was realised by reducing the put option value of Siniat, as well as pursuing a clear working capital approach and divesting non-core assets, such as the floor screed business, and unused land. Two years after one of the biggest acquisitions in
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Strong in dry construction At the end of 2013, we signed an agreement to acquire Lafarge’s remaining 20 per cent stake in Siniat. The integration of Siniat resulted in the rollout of Dryco Systems&—&a commercial concept for lightweight dry construction&—&in several European countries. Dryco Systems combines our gypsum and fibre cement products in a unique, sustainable solution for the construction of external through walls. The initiative is aligned with Etex’s dry construction strategy and enables us to meet future market demands.
Growth through innovation To strengthen the solid base we have in Europe and enable further growth in our emerging markets, Etex is firmly committed to innovation. In a mature market like Western Europe, building projects focus on renovation rather than new housing developments. Combined with ever more stringent regulations on energy efficiency and safety and
Etex Annual Report 2013
About Etex
a growing demand for flexible solutions, this drives a need for specific research to develop new products or adapt existing products. In the emerging markets, the demand for better and affordable housing grows in parallel with the middle class population. This requires us to bring solutions to the market that enable fast and sustainable construction. Our lightweight dry construction concept plays an important role in this. Blueprint for the future Etex continous to converge into a single group in which everyone supports the same goals, synergies achieve their full potential and lessons learned are shared. Apart from enabling each element of the company to reinforce all others, this evolution will allow us to manage our costs better, for example through shared services and common IT services. Adding to existing initiatives, the new intranet we launched last year increases our efficiency and helps
us to collaborate and share knowledge. Last year, we changed our divisional structure to use our synergies to their full potential. EBM East and EBM West now form one division: European Building Materials. Looking forward As we expect the economy to be slightly better in 2014&—&despite the continuing volatility of emerging market currencies&—&we are approaching the future with confidence. Our new factories in emerging countries are ready to meet the growing demand in their regions. Our solid basis, well-defined strategy, and 17,442 employees who give their all, every single day, are our most invaluable assets. We thank all of our employees for their dedication and commitment. They are truly Etex’s unique strength. We also thank our board of directors and our shareholders for their continued trust and support.
Fons Peeters CEO
Etex Annual Report 2013
Q CEO Fons Peeters and Chairman of the Board Jean-Louis de Cartier
Jean-Louis de Cartier de Marchienne Chairman
7
About Etex
1.2
Our company Etex is a Belgian industrial group manufacturing and selling building materials. Its four core businesses are: cladding and building boards in fibre cement and gypsum, roofing materials, passive fire protection and high-performance insulation, and ceramic floor and wall tiles.
Etex wants to be the innovative leader in sustainable and affordable building solutions. Customers, architects, contractors, and distributors worldwide rely on the high-quality building materials and solutions that we develop and manufacture. Our activities are grouped into four business segments: • !Cladding and building boards! Boards in fibre cement and gypsum for external cladding, internal partitions, ceilings, and finishing. • !Roofing! Small and large elements in fibre cement, clay, and concrete for residential and non-residential applications. • Passive fire protection and! !high-performance insulation! Integrated systems, mainly for non-residential and industrial applications. • !Ceramic tiles! Floor and wall tiles for interior finishing. This diversification of activities&—&each with its own geographic radius of action&—&protects Etex from the cyclical fluctuations that characterise the construction industry. At the same time, we strive to make optimal use of the synergies among our segments. Innovation is at the heart of Etex’s strategy. Our 17,442 employees&—&at 119 production sites in 45 countries&—&work constantly to meet the needs and desires of customers in every segment of the construction industry. Using our expertise and knowledge, culture of high performance, customer focus, and commitment to local entrepreneurship, we work together to achieve sustainable growth. Etex, founded in 1905, is a privately held company headquartered in Brussels, Belgium.
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Etex Annual Report 2013
About Etex
Countries
Companies
Factories
Employees
Revenue
45
104
119
17,442
€ 3,046
AMERICA
A SIA & O C E A N IA
EU R O P E
AFRICA
× 21
×6
× 85
×7
× 5.260
× 1.284
× 9.865
× 1.033
Etex Annual Report 2013
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About Etex
1.3
Our strategy Etex strives to be the innovative leader in sustainable and affordable building solutions. In 2013 we continued realising that vision at different levels.
q Prize of the Etex Innovation Award
The construction industry&—&traditionally a rather stable market&—&is undergoing quite some changes today. In the West, climate change led to stricter regulations on the use of energy. Society is eager to create energy-efficient buildings and find alternative sources of energy. Moreover, mature markets are being confronted with aging buildings: countless structures in Western Europe date from the 1970s and before, and are in need of thorough renovation or replacement. Increasing complexity, stricter standards, and the growing number of rules and regulations contribute to a continuous rise in construction prices. At the same time, builders are suffering from the economic crisis, which has been leaving its mark on the world since 2008. It is harder for them to finance the construction of a house, and they cannot afford to take out sizable loans. Other trends are visible in emerging markets. The growing middle class is more demanding and
wishes to improve its living conditions. There is a great need for rapid, high-quality, affordable new constructions. The demand for sustainable and affordable homes is rising, both in the West and in emerging markets. This is precisely the need Etex wants to meet. To be the innovative leader in sustainable and affordable building solutions: that is our vision. To achieve this goal, we have developed a strategy based on four pillars. Leadership Etex aspires to be a market leader, realising growth in selected business segments and geographies. We want to assume a leading position in our spheres of activity and we want to be recognised as primary experts. To achieve this goal, we promote superior and recognised brand names such as Eternit, Promat, Siniat, Equitone, Creaton, Kalsi, Cordillera, and Marley, with a focus on market segment expertise. At the same time, we want to leverage the strong Etex core to make optimal use of our size and potential synergies. We are constantly alert to opportunities in emerging markets. We invest in specific markets and regions that have the potential to become future strongholds. In this way, we balance shortterm profitability and long-term growth. A culture of high performance Etex aspires to combine the best of both worlds: we are a global company with a strong local focus. Our firms are strongly anchored in their local markets. They are characterised by dynamic entrepreneurship and a culture of execution. Supported by a global structure, they are close to their customers and intimately familiar with their needs. By taking initiatives aligned with their customers’ demands, our local managers make the difference in their markets. This is one of Etex’s core strengths.
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Etex Annual Report 2013
About Etex
At the same time, Etex companies benefit from strong global processes designed to enhance their efficiency and performance. Additionally, Etex leverages the group’s competencies through knowledge sharing and benchmarking. Etex also sets global guidelines for safety, health, and the environment. We nurture a culture of high performance to further capitalise on the unique strengths of our employees around the world. Operational excellence At Etex we are constantly working to improve and enhance our expertise, processes, and tools. We are reducing our production costs and increasing our knowledge and skill sets. In 2013, we focused on cost management, upgrading our operational facilities, and the productivity of our machines. We continue working to manufacture our products as efficiently and effectively as possible, using a minimum of raw materials and a reduced amount of water and energy. We therefore disseminate locally learned operational lessons across the group. Our engineering division is successfully leading these efforts. We invest heavily in our production system. In 2013 we invested 212 million euro in the expansion and modernisation of existing sites and the construction of new plants. We concentrate administrative and general expenses to optimise results. We accomplish this through improvements in our logistics and
Etex Annual Report 2013
purchasing departments, as well as establishing Shared Service Centres throughout the group. Our existing centres in Europe have been enlarged by extending their activities to eight additional companies. We are currently creating new centres in France, Colombia, Chile and Malaysia. Through the rollout of business process management principles and projects, we have achieved significant productivity improvements in our accounting processes. We set ambitious goals for our IT systems and solutions. This year, our IT department, Manasco, was tasked with standardising and centralising our IT infrastructure and implementing our group ERP system, EUSAP, in more than 11 companies for more than 1,200 users. EUSAP stands for “Etex Unified SAP” and is the suite of integrated business applications that Etex companies use to manage their processes in sales, manufacturing, finance, and logistics. At the end of the year, the system’s user base had grown by 25 per cent. Many of the new users came from Siniat France, by far the biggest rollout in terms of both project duration and users added. Alongside this growth, Manasco is executing an organisational transformation project towards a more professional, flexible, efficient, and costeffective structure.
Q In our R&D centre, Redco (Belgium) scientists and engineers develop new and improved products for fibre cement boards and roofs. Photographer: Studio Dann (Belgium)
11
About Etex
Innovation Innovation is at the heart of Etex’s strategy: we budget 1 per cent of our yearly sales towards our R&D centres and the innovative development in our companies. This enables us to actively support our organic growth and to differentiate ourselves from our competitors. We set innovation as a priority for all our employees, to increase our share of innovative products: 20 per cent of our revenue should come from new products less than five years old. Etex bundled its innovation efforts into three R&D centres: • Redco in Belgium specialises in fibre cement materials, clay and concrete tiles, and paints. • The Promat Research and Technology Centre, in Belgium, specialises in passive fire protection and high-performance insulation. • The Technical Development Centre in Avignon, France, specialises in gypsum products. All three centres have a defined set of tasks: to develop new products and new production machines, to continuously reduce the cost to manufacture existing products, to improve our products’ sustainability and durability, and to reduce emissions and waste. Last year, process development was one of our priorities: we investigated different ways to produce materials and mixtures from our products. For example, we investigated ways to use ceramic dust, a waste material. The Technical Development Centre worked on a waterproof product line and Hydropanel cement particle boards: a combination of plaster and cement. The Promat Research and Technology Centre is working on new drying techniques, to dry 20 to 40 per cent more efficiently by adding humidity. This enables us to reduce our energy consumption and simultaneously realise a cost improvement. In 2013, for the third year in a row, we increased our innovation budget significantly, to approximately 30 million euro per year. We are strengthening our team and our existing skill sets. We have also been strengthening processes, governance, and communication at our R&D centres and further aligning our research efforts with market opportunities.
plays a stimulating role. It was designed to foster the exchange of large amounts of information on an informal and fast way. This not only enables us to share information across the group, it is also a powerful tool to exchange knowledge and improve efficiency. And then there are the Etex innovation forums, where employees generate ideas and bounce them off one another in brainstorming sessions: a fruitful way to generate a broadly supported futureoriented dynamic within the company. Our innovation awards further strengthen that internal dynamic. The awards programme encourages everyone in the company to submit commercial and industrial innovation ideas. The idea that won the commercial innovation award last year was a heating system submitted by colleagues from Siniat France, Siniat Germany, and our French R&D centre. The idea combines a heating system with building boards. A team from Cerámica San Lorenzo Argentina won the industrial innovation award for their breakthrough idea to replace a very expensive raw material with a material that is 80 per cent cheaper, yet produces the same high-quality end product. In addition to these internal innovation processes, we also practice open innovation and we combine forces with research centres and universities. In Italy, we are working on new ways to measure seismic performance and in Germany and Belgium we are partnering with several universities. This enables us to accelerate and enrich our internal innovation processes. Protecting our patents and our expertise In 2013 we created the Etex Intellectual Property Service Centre (IPSC). The centre is tasked with protecting and promoting our innovations, expertise, and patents around the world. Before 2013, these tasks were in the hands of several external partners. Now that they have been insourced, we are able to more rapidly and thoroughly support our R&D centres and answer their questions. We have also reduced the risk that we will miss out on patentable ideas. As of 31 December 2013, the ISPC is managing more than 300 patents around the world. The centre will gradually expand its support to the entire Etex group.
A company-wide priority Innovation is not just a matter for our R&D centres. The topic spans the entire group. We want to continuously generate new ideas, new processes, and new products to ensure our growth. This aspiration is bearing fruit: we realised a rewarding collaboration among different levels of the group, as well as a productive exchange of information and interaction. Our new global intranet, espresso,
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Etex Annual Report 2013
About Etex
Our companies in 2013
*
*
(*) No longer part of Etex since beginning of 2014
Etex Annual Report 2013
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ACTIVITY RE P O RT
Building on from a strong foundation 2.1 2.2 2.3 2.4
Cladding & building boards Roofing Fire protection & insulation Ceramic tiles
Activity report
2.1
Cladding & building boards The combination of controlled cost management and a sustained commercial focus adapted to each of our many markets for fibre cement and gypsum is paying off. Continued investments will ensure future growth.
Cladding and building boards made of fibre cement and gypsum are Etex’s largest business segment, and they account for nearly half our revenue. We are a leading provider of cementitious boards for internal and external building applications and offer a wide variety of decorative fibre cement cladding boards. Thanks to our fibre cement portfolio, Etex holds strong positions in Europe, Latin America, Asia, and Africa. On the gypsum market, Etex ranks among the three major players in Europe. In Latin America, we are the number-one supplier of gypsum solutions. With this unique product combination of gypsum and fibre cement, Etex is a global leader in the dry construction market&—&a market that is growing, thanks to a worldwide desire for rapid, energyefficient, affordable housing. Siniat: Fully integrated within Etex At the end of 2011, Etex acquired 80 per cent of Lafarge’s European gypsum operations, adding to our joint venture in Latin America and thus drastically increasing our geographical scope for this activity. In February 2014, we acquired the remaining 20 per cent of operations in Europe&—&renamed Siniat in the meantime&—&and Latin America. This enables us to further leverage our dry construction approach. 2013 marked Siniat’s second full year in the Etex group. We began aligning our commercial efforts and took advantage of the synergies that arose. We aligned our IT systems, installed additional shared services centres, and reaped the benefits of common sourcing. Throughout the year, we maintained a strong commercial focus. We worked to optimise our margins and our cost management, and we downsized our overheads. We also made significant progress in strengthening our manufacturing efficiency and developing and improving our product mix. We are investing more than 20 million euro in
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four polystyrene factories in France to strengthen Siniat’s market leadership in polystyrene-backed plasterboards. This financial injection increases our production capacity and enables us to manufacture the latest generation of products. In line with Etex’s long-term strategy to focus on dry construction, Siniat divested La Chape Liquide and Gyvlon, both active in the anhydrite floor screed binders business in Europe. Difficult market conditions affected results As we anticipated in 2012, the plasterboard sector in Europe suffered from a weak building market in 2013. Combined with a long and harsh winter, this produced a decrease in all three of our markets: residential, non-residential, and renovation. The effect was particularly tangible in France, and also present in Italy, Germany, and even Poland. In the second half of the year, we saw modest recovery in the UK. Aside from Poland, we were able to grow in Eastern Europe, but not as well as we had expected. In Latin America, too, our results varied strongly from country to country. In Chile, the slowing economy spurred private investors to hold or delay new projects. As a result, the apartment market&—&and thus the plasterboard market&—& slowed in the last quarter, whereas diffused sales resisted well. In Colombia, Argentina, and Brazil, plasterboard continued to make inroads into the private housing market, thanks to the use of plasterboards in combination with brick walls. In 2013, we began construction on two major plants in Peru and Brazil, which will reinforce our local presence in these markets. Gypsum: Investing in future growth We expect the lagging Western European market to continue into 2014. Only in the UK do we expect the residential market to revive. To support our growth in Romania and the Balkans, we are investing in a new plasterboard plant in Romania, which will be ready in the first half of 2015.
Etex Annual Report 2013
Activity report
Over the next few years, Siniat will continue to focus on innovation, service, and value-added products. Latin America remains a growing continent and we will continue making investments to safeguard our market share. Fibre cement in Europe: Growth in challenging conditions In cladding, historical habits mean that each market has specific requirements concerning look, feel, and size. Etex has a broad portfolio that we are continually renewing and expanding, and 2013 was no exception. We worked to meet the demands of each market in which we are active, in terms of both architectural design and sustainable construction. Etex is one of the top players in Europe in cladding, for both large and small panels and sidings. The crisis in Portugal, Spain, and Ireland forced us to streamline and reorganise our operations. We succeeded in responding effectively to market conditions and made progress in every market. The Benelux countries, Scandinavia, Spain, and Poland did quite well. We also saw our sales improve in Russia. Despite a very challenging market, cladding continues to grow strongly in new construction and particularly in renovation. Equitone leads the way in architectural facade materials, gaining market share against alternative materials. Our fibre cement facade siding, Cedral, continues to grow rapidly,
Etex Annual Report 2013
helped in 2013 by the very successful launch of our newest variant, Cedral Click. We expect the fluctuating performance of European markets to continue through 2014. The UK and Germany are expected to rally, but full recovery is not yet anticipated for Spain and Ireland. For the Benelux and France, the situation is assumed to remain quite similar to last year.
Q Completed in August 2013, this low energy private home (Sint-Niklaas, Belgium), was designed by EX-IT Architectuur using our Equitone natura N251 and Equitone pictura PU141 panels. Photographer: Marcel Van Coile (Zemst, Belgium)
Fibre cement worldwide: Pursuing growth Outside Europe, we are active in Latin America, Africa, and Asia. Since 2012, we have been increasing our production capacity in the Chinese, Indonesian, Chilean, and Colombian board markets. The emerging urbanisation in these countries accelerates the demand for new and sustainable building materials such as fibre cement, which is well suited for use in many different climates. As a result, we were able to perform well internationally despite difficult market conditions. Unfortunately, currencies in most emerging markets dropped in comparison to the euro, wiping out a substantial part of the growth we realised. In Latin America we see a growing demand for flat sheets for both residential and non-residential purposes. Thicker boards are being used for interior and exterior applications in non-residential buildings such as shopping malls and schools. The micro-marketing of luxury products to the growing middle class led to the use of our thinner boards in the residential market as well.
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Activity report
Thanks in part to its environmentally friendly image, fibre cement is rapidly becoming a favourite product to replace wood and wood-based products in environmentally sensitive markets. In Chile, the slowdown in social housing subsidies had an impact on our fibre cement business. In Argentina, Colombia, and Peru, sales of fibre cement flat sheets continued to rise thanks to the growing penetration of fibre cement in the residential market, where it is used not only in basic exterior wall applications but also as a high-end mould-proof solution in bathrooms and kitchens. In Africa and Asia we further developed and diversified our portfolio and expanded our regional position through export. In South Africa we had a banner year, but this was not reflected in our results as a result of the rand’s devaluation. In addition to our domestic growth, we successfully initiated regional exports to the southern cone of Africa. Nigeria, too, is traditionally a huge market for fibre cement. In the last two years, new and aggressive players have entered the market. In 2013, we worked to transform our business both commercially and operationally. We modernised our production processes to further reduce costs. We are progressively introducing new products to the market and are upgrading our industrial footprint. We restructured our Emenite and Nigerite divisions to further streamline operations. We are also investing heavily into the launch of new products in order to maintain and regain market share. We are innovating new finishes and textures for our products on the market to make them more appealing, and we are adding colours to our fibre cement products. We are also renewing our export strategy out of Nigeria, to gain a local position across the region. Thanks to all these activities, our bottom-line performance came in at a satisfying level. In Asia we realised strong operational performance last year. We not only performed well in China and Indonesia, but also increased sales across the region through the export of building boards and the launch of a regional cladding business. We are working to expand our presence in Asia using a three-pronged approach: first, we are expanding the sale of our fibre cement boards for diffuse markets via distributors. Second, we are entering the market for larger-scale contract operations such as hospitals and hotels. For these high-end activities, we participate in the full project design and we are involved in the sales cycle from the beginning. We also work with the architect to customise our products and services
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P Kalsi House is a two-story showroom and office building in Pare, East Java (Indonesia). The design is modern-tropical, and the most interesting application is the soffit (outdoor ceiling), for which they used KalsiPlank 8®, thus giving the structure a unique feel of visual delicacy.
to the project. Third, we are enhancing our fibre cement product range with new wood replacement products for primarily flooring applications. Asian construction traditionally uses large amounts of wood, but in humid climates fibre cement is much more resistant to mould and rot. That opens up a whole new market for the replacement of wood by fibre cement in ceilings, flooring, sidings, and partitions. We realised major growth and tremendous operational performance in Indonesia with continued excellent results. The new double-width machine installed in 2012 has been performing well and is expected to reach full capacity in the course of 2014. A new major stepping stone for our Indonesian operations is the investment into a greenfield fibre cement factory close to Jakarta, which will become operational in the second half of 2015. In China we focused on growth in building boards and cladding. Combined with our investments last year into new products, we turned our attention to strict cost management in terms of raw materials, upgrading productivity in our factories, strong operational excellence, and return on our investment. This strong focus produced good results. Spreading Equitone around the globe Equitone, Etex’s architectural cladding brand, has lent strong support to our ambitious plans for international growth. Europe is the primary market for these architectural fibre cement facade materials, but we are expanding. In 2013, we opened new sales offices in Latin America, Asia, and the US. We now have teams in Peru, Argentina, Colombia, and Chile, as well as in Hong Kong, Singapore, Malaysia, China, Australia, and the north-eastern US. To support the Equitone brand and business
Etex Annual Report 2013
Activity report
development in these new regions, we conducted a variety of global activities targeting leading design architects. We were present as a sponsor at the World Architectural Festival (WAF) in Singapore, the leading annual global architectural event. We also attended international fairs including the Bau in Munich, Batimat in Paris, and the ABX in Boston, and we sponsored the Architect of the Year Awards in London. In 2014 we will continue these activities, and we will also attend the International Architecture Exhibition at La Bieannale di Venezia. What’s more, our materials will be used to construct the main exhibition stand for the Clerkenwell Design Week in London. We provide comprehensive training programmes twice a year to Equitone salespeople, including presentations by top design architects. This training allows us to build our internal expertise regarding process, drivers, and expectations. To support our innovative image, we continue to explore new ways of using fibre cement to produce architecturally interesting facade materials and we plan to launch a number of new materials under the Equitone brand in 2014 and 2015. Laying the foundation for Dryco Systems Our portfolio provides an excellent answer to the demand for rapid, affordable, and flexible housing solutions. The launch of Dryco Systems is a concrete result from our integration of Siniat and the collaboration between Eternit and our R&D centres. Dry construction is building without the involvement of wet trades. A lightweight dry structure consists of an insulated timber or steel frame cladded with building boards on the interior and exterior. Etex’s Dryco Systems is a solution for constructing the complete exterior wall.
Combining interior and exterior building boards and cladding made of fibre cement and gypsum on an insulated structure, it meets the strictest performance requirements and highest standards. Dry construction helps reduce a structure’s carbon footprint and increase its energy efficiency. Easier to renovate and to dismantle at the end of the lifecycle and 100 per cent recyclable or recoverable, dry construction solutions are significantly more sustainable than conventional buildings. Builders and investors enjoy a lower construction cost and a faster and higher return on their investment. Construction time shrinks and usable floor space increases when using dry construction for highly energy-efficient buildings. On site, productivity is higher thanks to the ease of installation and the lighter weight of the construction elements. Off site, dry construction is a more suitable technique for prefabrication. Etex’s Dryco Systems combines all these advantages with creative and design freedom. Etex intends to become a shaper of sustainable dry construction solutions. In 2013 we completed a great deal of behind-the-scenes work. For example, we created a limited united sales force and rolled out our commercial approach. Going forward, we are continuing to test our solutions under different circumstances. We are enlarging our website platform for both internal and external use, which enables the ideal integration of multiple Etex dry construction solutions. We are also analysing local needs and demand, which vary from country to country. Our goal is to establish a leadership position in particular for lightweight exterior through walls. In 2014, we will launch our solutions on the Western European market.
q Plasterboards are very often used to cover ceilings in public buildings. Siniat’s Pregybel and Platec are usually used for special shapes such as curved ceilings.
Q Primary school in Shoeburyness (UK) made with our Dryco Systems exterior through-walls. Architect: Space Craft, Photographer: A. Smith
Etex Annual Report 2013
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Activity report
2.2
Roofing The harsh winter left its mark on the roofing market in Europe, but we recovered during the rest of the year. In Africa, Asia, and Latin America, we saw significant growth in our sales expressed in local currencies.
q [Image supplied by Dr. Schiefer] In September 2013, Creaton AG supplied its roofing materials Klassik, Terra Optima and Noblesse to the façade and roof of this building complex located in central Moscow. Architect: Projektnaja Masterskaja Line-M, (Moscow, Russia)
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Etex has its origins in roofing. Our very first factory began manufacturing flat fibre cement sheets in the Belgian town of Haren in 1905. Today we are active in four segments: cladding and building boards, roofing, fire protection and insulation, and ceramic tiles. Within our roofing segment we offer a large variety of products: small roofing elements, such as fibre cement slates and clay and concrete tiles, and large roofing elements, primarily corrugated sheets. Etex has the widest range of small roofing materials of any European market player. These materials are used for both residential and nonresidential applications. As one of Europe’s leading providers of small roofing elements, we intend to reinforce our strong position in this market. Regarding large roofing elements, we enjoy significant market positions in many countries in Asia, Latin America, and Africa where fibre cement corrugated sheets are used in the residential building sector. In Europe, these large elements
are primarily used in the agricultural sector. We plan to further invest in our large roofing element operations so that our existing positions in emerging markets can capitalise on those markets’ growth. We are investigating several new countries to enter in order to leverage our unique competencies. Satisfactory results in Europe, given market conditions The European economy was comparable to that of the previous year. In 2013, an extremely long and harsh winter adversely affected our European roofing market. Corrugated sheets were most affected by the weather, but we saw good recovery after the winter. The situation for small roofing elements varied per market. In Germany we saw a drop in slate sales. This was compensated by better sales for Eternit concrete tiles. And the market for Creaton was stable, also in volume, which is a good result considering the fire at our Creaton plant in Malsch. Our team responded very well to the fire and took every appropriate action to keep employees and neighbours safe. Luckily no one was hurt, losses were minimal, and production was back on track by the end of the year. In France, a decrease in new construction affected our slate sales. In The Netherlands our business is quite small and we were able to grow our clay tile sales in a stagnant market. In Belgium, slate and concrete tile sales dropped as a result of fewer new homes. In Portugal the market was better than expected and better than 2012; we grew in both domestic sales and export, which was our biggest ever. As part of our commitment to keeping our production system compliant with today’s standards and requirements, we unfortunately had to shut down the roofing factory in Widnes. Even when a decision like this is the right one from a business perspective, from a human perspective it is very
Etex Annual Report 2013
Activity report
difficult. We did our utmost to take the best possible care of those affected by the Widnes closure. In more positive news, we invested in upgrades to our Tegral factory in Ireland. The clay tile factory in Widziszewo, Poland, became fully operational in the second quarter of 2013. Start-up took longer than we had expected, but most of the initial technical issues have now been solved. The factory supplies not only the domestic market, but also neighbouring countries. It considerably strengthens our position in the Eastern European market for small roofing elements, and we have already realised a significant sales increase. Our goal is to have the plant running at full capacity as quickly as possible. In general our results in Eastern Europe were satisfactory, but we expect further growth, as the current level leaves room for improvement. Despite growing volumes, we lagged behind expectations in Slovakia and Romania. In Hungary, we managed to gain market share. In Lithuania, where corrugated sheets are used for residential buildings which is rather unique in Europe, we performed well. Indeed, in Europe, large roofing elements are primarily used for agricultural applications. Fibre cement corrugated sheets have several advantages here. They are corrosion resistant and absorb moisture, which helps prevent condensation. Fibre cement is also better able to withstand salt and chemical products than metal&—&an indisputable
Etex Annual Report 2013
Q “La Esperanza” project in Simijaca, Cundinamarca (Colombia). Architect Ariel Ulloa selected Teja Granada from our company Skinco to cover the roof. Photographer: Jorge Mejía Ordoñez
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Activity report
advantage for the agricultural sector. The harsh winter left its mark on this market, but we were able to recover the lost ground during the rest of the year. The winter was anything but harsh at the start of 2014, so weather conditions have taken an upturn. Thus despite the fact we expect Europe to perform roughly the same as last year in economic terms, this should be an advantage for our roofing business. In addition to the markets that are suffering from the financial crisis, there are markets where our roofing operations continue to perform well. Steady growth in Asia, Africa and Latin America Etex is the market leader in most large roofing element markets where we are active in Asia, Latin America, and Africa. In those markets, fibre cement corrugated sheets for residential purposes prove their value in tropical and coastal areas. Compared to metal roofing, fibre cement sheets represent a substantial step up in terms of quality, durability and thermal behaviour. Our companies enjoy outstanding reputations in their markets and offer products that cater perfectly to local construction culture. In virtually all emerging markets we realised significant growth in local currencies. Unfortunately, currency fluctuations worked to our disadvantage. In Latin America our performance was satisfactory, and in Indonesia we realised healthy growth in roofing. In Nigeria, Emenite faced challenging competition, while Nigerite performed relatively well. South Africa has been performing extraordinarily well. We realised significant growth in our roofing tile operations under our Marley brand, both on the local market and in terms of export to neighbouring countries such as Mozambique, Botswana,
and Zambia. That growth enabled us to expand from South Africa to Southern Africa. We are enlarging our position in these countries and looking for local distributors and agents, in order to eventually open branches and subsidiaries there. Challenges in roofing innovation Regarding innovation, the challenges in the roofing sector are legion: expanding product and component lines, improving surfaces and functionality, and upgrading products’ appearance. To take advantage of these opportunities, we continue to strengthen our teams and further develop their skill sets. A few accomplishments: • To take advantage of the growing importance of insulation in the agricultural sector, Etex has developed and launched an innovative new sandwich panel that contains a high-quality core of PUR insulation. • To capitalise on the increasing global demand for sustainable products, Etex has developed ecologically friendly solutions for residential projects, such as green roofs and roofs with seamlessly integrated solar panels. Going forward, our roofing products’ optimal price-quality ratio should enable us to strengthen our position across all our markets. Within Europe, demand for these budget-friendly solutions is rising, while outside Europe the growing middle class is demanding higher-quality materials, all of which we can offer.
p Architecture firm Marc Koehler (Amsterdam, the Netherlands) selected Eternit’s Ecolor fibre cement corrugated sheets because of their visual and expressive impact, which also matched the surrounding roofs in Loker, a small village in West Flanders, Belgium.
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Etex Annual Report 2013
Activity report
P Empresas Pizarreño supplied its roofing materials to the Manuel Magallanes Moure Housing Complex, a 350 social housing program in Santiago, Chile. Construction Company: Baquedano. Architect: Conavicoop. Photographer: Francisco Berrenechea.
q Roofing project with Nigerite Concrete tiles and Ultra-Span roofing system in Abuja, Nigeria. The roofing tiles were sold and installed by the Nigerite sales team in Abuja.
Etex Annual Report 2013
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Activity report
2.3
Fire Protection & insulation Promat performed well in 2013, thanks to a solution-oriented focus in well-defined segments and expansion into new markets. We will continue seeking to achieve technological breakthroughs and develop new materials through relentless R&D efforts.
Etex offers an extensive range of high-performance systems and solutions to protect buildings, structures, and industrial applications against fire and extreme temperatures. For more than forty years, our subsidiary Promat has been meeting the toughest customer demands and exceeding the most stringent legal requirements, thanks to its accumulated expertise in customised and pre-tested systems. In the sectors where Promat is active, the company profiles itself as the leading reference. The division is setting industry standards and developing its successful business model based on a strongly solution-oriented focus. Passive fire protection is primarily used in non-residential buildings and structures, such as high-rises, hospitals, schools, airports, and tunnels. In addition, Promat engineers provide solutions for industrial applications in the oil & gas, and shipbuilding industries. High-performance insulation (HPI) solutions can be found in a wide range of applications, including fuel cells, solar energy systems, heat treatments, chimneys and piping, storage heaters, and major appliances. Stable sales in difficult market conditions Promat performed well in 2013, thanks to a strong focus on specific market segments&—&oil & gas and marine&—&and expansion into new markets. Sales remained stable throughout the year, though market conditions were not favourable. The financial crisis has reduced governments’ investment capacity worldwide. In many regions, large projects such as airports and hospitals originating in the public sector are being put on the back burner. Through an increased number of smaller projects, we managed to not only stabilise our sales, but to also keep our margins on track. In Europe, we faced difficult times in The Netherlands, where Promat is only active in two application markets, which makes us quite
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vulnerable. We carried out several initiatives to strengthen our position, thereby leveraging an experienced internal organisation and sharing expertise and experience. Further streamlining the organisation Last year, Promat continued to participate in the process of aligning our organisation and stimulating a collaborative mindset throughout our many segments, departments, and countries. A formal system for competence management was put into place with the 2012 launch of the Promat Academy. In 2013, we continued adapting our organisation to capture the lateral value present in our different segments and application levels. Our third step was to create and implement a single business model across the entire FPI division. This created a unified approach to selling and to what we sell, which was concretised in a CRM tool. It will also enable better discipline in following our branding and identity guidelines, culminating in the launch of a renewed brand in 2014. Promat has developed a growth strategy based on three pillars: geographic expansion, segmentation, and innovation. Throughout 2013, these continued to guide us in growing the FPI division. Continued geographical expansion Europe is the primary market for our passive fire protection and high-performance insulation solutions. Since last year, four dedicated Promat centres are active within large Etex companies in Latin America, one each in Colombia, Peru, Chile, and Argentina, with one in Brazil still to come. Promat’s activities there benefit from the strong Etex presence in local construction markets. In Asia&—&a region with significant growth potential&—&Promat enjoyed double-digit growth in most of its markets, averaging 15 per cent in local currencies. We did particularly well in Australia and in the regional oil & gas segment. New countries
Etex Annual Report 2013
Activity report
such as Korea, Taiwan, Malaysia, and Vietnam are starting to contribute very positively as well. System floors, duct wrapping, and coatings were among our most successful innovations. During 2013, we laid the groundwork to reinforce our future HPI and marine sales, and we created a new sales presence in Indonesia and Thailand. Strategic acquisitions To reinforce Promat’s leading position, the division also invests in small but strategic acquisitions. In the first half of the year, we acquired two fire glass companies, as glass is an important component in fire protection solutions. In August, Promat acquired Russian-based A+B, a producer and supplier of quality paints and sprays for passive fire protection. This product range is a perfect fit for Promat’s strategic ambitions.
Q Promat Marine solutions provide fire and acoustic insulation on the Mondo Marine M41 yacht.
Leadership is sustainable for niche players with expertise and innovation.
Investments in high-performance insulation in Belgium, the US, and Japan Microtherm, acquired in 2010 and since incorporated into Promat International, specialises in high-performance insulation solutions tailored to small spaces. The Sint-Niklaas, Belgium-based subsidiary can look back on more than forty years of experience in custom and pre-tested products. As part of Promat, Microtherm’s knowledge of highperformance insulation is a significant asset. The Sint-Niklaas plant has become an important
Etex Annual Report 2013
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Activity report
p Hotel Arakur (Tierra del Fuego, Ushuaia, Argentina). The use of Promat products was both recommended and specified for the hotel’s kitchen air vent protection.
expertise and decision-making centre and we will continue to innovate in a variety of promising niches in the high-performance insulation market in the coming years. The production line allows us to test new applications or innovations on a small scale, and to export these technologies at a later stage. In May, construction began on a brand-new factory in Maryville, Tennessee (US). The new factory, which opened it doors in December 2013, will enable Etex to offer a portfolio of locally manufactured products using microporous granular and panel technology. The investment will allow further growth not only in the oil and gas markets, but also in the energy markets, which already account for more than 50 per cent of Microtherm’s turnover in the US. In 2014, Promat will be moving its Japanese high-performance insulation factory to a larger site that offers greater possibilities. Segmentation Promat decided to further focus its business on segments where FPI products offer a high-added-value solution and where there is substantial growth potential. To further position Promat as a solutions provider in, for example, marine, tunnel, and oil & gas applications, our commercial investments into those industries continued&—&with good results.
p Slimvac Microporous vacuum insulation panels (VIP) deliver exceptional insulating performance with reduced thickness.
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Innovation: One of Promat’s major focus points Promat is one of our most innovative businesses: the division holds 50 per cent of Etex’s patents. Promat seeks to achieve technological breakthroughs and develop new materials through relentless R&D efforts. In 2013 we made significant strides on three new application types: • We are testing aerogel blankets on the pilot line in Sint-Niklaas. • We will launch our next-generation board by the end of 2014, improving both performance and cost. • We are conducting strategic development on glass products to meet the demands of many builders. Promat has created a very flat horizontal organisation that unifies the efforts of our R&D, systems and applications, standards and regulations, intellectual property, and product management teams. This enables us to keep our finger on the pulse of the market’s needs. Positive future prospects Promat is our fastest-growing division. We are rolling out an aggressive industrial plan to support selective growth and further rationalise our equipment. For the coming year, we expect 7 per cent growth in sales. In early 2014 we will pull the first of several major projects in the public sector&—&Promat’s home turf&—&back onto the front burner.
Etex Annual Report 2013
Activity report
q Promat delivers insulation solutions from Microtherm for all Concentrated Solar Power technologies, one of the most attractive technologies to produce sustainable energy in the sunny regions of the world.
Q Port of Miami Tunnel in Miami, Florida. The fire-proofing installation method selected involved Promat® - T - 21 × 600 × 2500mm panels with Promat - T - 15 × 120mm backer-strips.
q [Image supplied by Shell] Pearl GTL (Ras Laffan, Qatar) is the world’s largest source of gas-to-liquids (GTL) products. The Cafco Fendolite system supplied by Promat is the most widely used proprietary passive fire protection arrangement for onshore plant structures. On Pearl GTL, Promat secured both the C4 Gas process trains and C5 Liquid Processing Unit.
Etex Annual Report 2013
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Activity report
2.4
Ceramic Tiles The individual countries in Latin America present unique challenges. We have kept our competitive advantage by leveraging our brands’ image and quality, combined with appealing product design and a strong presence among the major distributors.
Ceramic floor and wall tiles have been part of the Etex portfolio since the 1990s. After acquiring Cordillera in Chile in 1990, we expanded to Argentina, Peru, Mexico, and the western United States. Ceramic floor and wall tiles provide the decorative finishes in both residential and nonresidential applications. Our brands’ image and quality, combined with appealing product design and a strong presence among the major distributors, helped us maintain our competitive advantage in 2013.
q Cerámica San Lorenzo and Cerámica Cordillera have converted most of their production lines to digital inkjet printing. Their creative possibilities have increased dramatically. As a result, they are able to recreate wood, marble and stone textures on the ceramic tiles.
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Quality of life Compared to other floor coverings, ceramic tiles constitute a major improvement in a home’s liveability. They are also an excellent solution for high-moisture residential areas. And since household income levels continue to rise in Latin America, we expect the demand for ceramic tiles to keep increasing.
Q Tajmajal Gris 45×45 Cerámica Cordillera Chile
Q Tepa Cafe 36×36 Cerámica Cordillera Chile
Q Onice Marfil Pulido 59×59 Cerámica San Lorenzo Peru
Q Onice Terra 59×59 Cerámica San Lorenzo Peru
Ceramic floor and wall coverings have become one of the major product categories in retail chains, DIY stores, and interior design shops. They are also very popular with architects and contractors. Thanks to increasing options in tile design and decoration, these professionals can offer customised products to their higher-income customers. Our market share in ceramic tiles in Latin America is increasing and correlates with our production capacity, which we expanded significantly in 2012 and 2013. In 2013 we responded very well to sometimes challenging market environments and realised a critical turnaround of our business in Argentina. Latin America is a growing region with many opportunities. The individual countries differ significantly and present unique challenges. Over the next three years, we are determined to continue gaining share in the Latin American market through our strong Cordillera and San Lorenzo brands. Focus on profitability In 2012, we opened a new plant with state-of-the-art equipment in Peru to manufacture products for both the Peruvian and Chilean markets. Although the Peruvian market widely embraced inexpensive products imported from China and Brazil last year, we maintained our competitive advantage thanks to the flexibility of our local production facilities and our wide variety of designs and sizes. The factory in Peru is now operating at full capacity, enabling us to offer competitive prices. In Mexico, we successfully implemented a plan to improve the plant’s performance and reduce manufacturing costs. Our plant in Colombia has been operational since June 2012. After initial start-up difficulties, the plant has been running better than originally planned, even though 2013 saw the gradual introduction of new formats and designs to complete the local company´s product portfolio. This should help us gain a greater share of the local market.
Etex Annual Report 2013
Activity report
Once we solved a few teething problems on the new lines, the modernisation of our Cerámica San Lorenzo factory in San Juan, Argentina, generated excellent results. We succeeded in migrating to higher-added-value market segments and are moving to larger formats and a higher percentage of porcelain tiles, consistent with current design trends. The investments made in 2012 and 2013 in Argentina have enabled us to enhance our competitiveness in the local market. Sales and profitability were restored to expected levels, even though the economic and political situation remains very challenging. With inflation rates of 25–30 per cent and the devaluation of the peso, we will remain vigilant in 2014 and 2015.
Q Swing 60×60 Cerámica San Lorenzo Peru The high resolution technology can be used to add relief to the tiles’ edges, further improving the natural look.
Innovation makes the difference All our ceramic companies have converted most of their production lines to digital inkjet printing technology. Through our close and continuous collaboration with suppliers of digital ink, our companies have obtained cutting-edge know-how which enables them to sell high-quality tiles with distinctive designs. Combined with a large variety of sizes, this gives Etex a significant competitive advantage.
P The wide range of ceramic floor and wall tiles offers a lot of possibilities in residential and non-residential buildings.
Etex Annual Report 2013
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E N V I R O N ME N TA L RE P ORT
Protecting our planet
Environmental report
Environmental report In 2013, our environmental strategy focused once again on the two domains where we can make a difference: minimising the use of energy and natural resources by manufacturing more efficiently, and providing our customers with solutions that enable them to reduce their carbon footprints.
Limiting environmental impact is a key focus at Etex. Our affordable and sustainable products help our customers build spaces that are both comfortable and energy efficient. This year for the first time, our environmental report incorporates full figures from Siniat (for 2013 and, retroactively, for 2012). As a result, the figures for 2012 and 2013 cannot be readily compared with those in earlier reports. Energy consumption and CO2 emissions A large number of drying ovens are used in the Siniat companies, which are included in this report for the first time. This explains the large increase in energy consumption compared to last year. Reducing our energy consumption is a top priority. Our main objective is to reduce our carbon footprint. Linked with that objective, we want to lower production costs and safeguard our competitive position by working more energy efficiently. Of course, several of our processes require heating to guarantee the quality of the final product. This makes reducing our energy consumption a complex challenge. Our production engineers, maintenance departments, and engineering departments continue to focus on this aspect to enable further progress. In 2013, excluding the Siniat plants, the energy consumed per tonne of raw material was 657 kWh/t, which is almost identical to the energy we consumed in 2012. Comparing the figures for the enlarged Etex, our energy per tonne of raw material has increased by 7 per cent, a figure that needs further investigation. Several of our heavy-consumption plants are putting special emphasis on introducing the ISO 50.001 energy management standard. This will require greater focus than ever to reduce our energy consumption in a systematic way. The charts show the percentages of energy used from different sources, our energy consumption per tonne of raw material, and our CO2 emissions per
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tonne of material produced. Other initiatives help reduce our carbon footprint as well. Etex is investing more than 20 million euro in Siniat’s French polystyrene factories, which significantly reduces the distance between our production sites and the market. As a result, transport will be cut by 2,500 trucks a year, generating a considerable drop in CO2 emissions. Water consumption Within Etex, the amount of water consumed differs widely from plant to plant. While our overall guidelines strive to diminish water consumption, every plant decides individually on the proper steps to take, depending on the local context, the type of products it manufactures, and its specific production processes. Reducing the use of drinking water in industrial applications to a minimum, however, remains a focal point for Etex. The graphs show the percentage of drinking water consumption by source. Also included are the evolution of our total water consumption in m3 and the percentage of drinking water in our total water consumption.
q Eternit’s Ecolor ISO is a corrugated coloured fibre cement roofing panel that combines the benefits of fibre cement with insulation properties, which contributes to the durability of the roof.
Etex Annual Report 2013
Environmental report
Q BXL-architects selected Eternit’s Boronda and Solesia photovoltaic slates for the renovation of this former farm in Schaffen, Diest (Belgium). In terms of energy-efficiency, the now eco-building is fully insulated.
Direct energy consumption
1.31 % Fuel 94.06 % Gas 4.63 % Other
CO2 emission per tonne produced
Energy consumed per tonne of raw material
150 kg
800 kWh 700 kWh
120 kg
600 kWh 500 kWh
90 kg
400 kWh 60 kg
300 kWh 200 kWh
30 kg
100 kWh 0
0 kWh 2008
2009
Etex Annual Report 2013
2010
2011
2012
2012 +Siniat
2013
2008
2009
2010
2011
2012
2012 +Siniat
2013
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Environmental report
p Crushing of plasterboards for the recovery of gypsum. Siniat has established an effective channel of collection and treatment of gypsum waste, anticipating future regulations and gaining access to some markets that require a strong commitment to waste recycling.
GypsumForum: Megatrends in construction
As a result of fully incorporating the Siniat plants, our water consumption increased dramatically. In 2013 we used 6,863,472 m3 of water. In relative terms, however, consumption dropped in 2013: at Siniat by 408,810 m3 or 6 per cent, at the former Etex plants by 78,713 m3 or 2 per cent. Across the entire group, the percentage of drinking water in our total water consumption decreased from 25 per cent to 23 per cent. Finally, water consumption in m3 per tonne of raw material decreased from 0.74 to 0.71, a 4 per cent drop. Recycling production waste Part of our effort to reduce the use of natural resources is avoiding waste in production. Wherever possible, we recycle waste as quickly as we can, preferably within our own processes and otherwise externally. Etex intends to completely eliminate production waste by 2020. As a milestone towards that goal, by 2015 we intend to reduce the amount of production waste we discard by 50 per cent compared to 2009. In absolute terms, our volume of landfilled production waste has increased now that figures for all the plants in the Siniat division have been incorporated. However, expressed as a percentage of the tonnes of raw materials consumed, we were able to reduce waste across Etex from 0.79 to 0.76. Considering only the former Etex plants, we were able to reduce this percentage from 0.89 to 0.74. Globally we can state that, as a group, we are well on our way to reaching our goal for 2015. The recycling potential of gypsum boards will help us to reach this target. Furthermore, several plants&—&such as our fibre cement factories in Europe&—&have already achieved the lion’s share of this goal, which makes us confident we will reach our 2020 goal as well.
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Etex attended the Gypsum Forum, held in October at the European Parliament in Brussels. Here, some 80 European politicians, academics, and construction professionals discussed the three megatrends in construction: renovation, resource efficiency, and recycling. One of the keynote speakers, José Blanco, the secretary general of the European Demolition Association, explained how existing buildings are in fact ‘urban mines’, rich in new resources. Others noted that the GtoG project can be used as a business model for other construction products.
Enabling customers to reduce their carbon footprints Etex provides products and solutions that help builders lower their carbon footprints. At the beginning of 2014 we launched Dryco Systems, our dry construction solution for constructing the complete exterior wall. Combining interior and exterior building boards and cladding made of fibre cement and gypsum on an insulated structure, this solution meets the strictest performance requirements and highest quality standards. Dry construction helps reduce a structure’s carbon footprint and increase its energy efficiency. Easier to renovate and to dismantle at the end of the lifecycle and 100 per cent recyclable or recoverable, dry construction solutions are significantly more sustainable than conventional buildings. The path to improvement To improve our environmental approach to manufacturing processes, we must incur costs and make investments. Indeed, in 2013, Etex spent 13,503,896 euro on environmental initiatives. Last year, we further streamlined our environmental approach. Our aim was to clarify where our efforts will have the greatest effect, in order to minimise the impact we have on our planet. Given the size and complexity of the group, we have not finalised that approach, but we will do so in 2014. We will also define clear and ambitious EHS objectives, then work towards them in the years to come.
Etex Annual Report 2013
Environmental report
Total water consumption
Water consumption by source
(in thousands of m³)
8,000 7,000 6,000 5,000
23.12 % Drinking
4,000
39.72 % Other
37.16 % Borehole
3,000 2,000 1,000 0 2008
2009
2010
2011
2012
2012 +Siniat
2013
Percentage of drinking water in relation to total water consumption 30 % 25 % 20 %
GypsumToGypsum: Creating the perfect loop
15 % 10 % 5% 0 2008
2009
2010
2011
2012
2012 +Siniat
2013
Production waste dumped per tonne of raw materials 2%
1.5 %
1%
0.5 %
0 2008
2009
Etex Annual Report 2013
2010
2011
2012
2012 +Siniat
2013
Etex supports GypsumToGypsum (GtoG), a consortium of 16 primary stakeholders in the European gypsum industry led by Eurogypsum. Its aim? To change the way gypsum-based waste is treated and to develop and collect best practices to close the loop on gypsum production. Gypsum is one of the very few construction materials whose waste can be used to make the same product again, enabling a closedloop recycling process. Unfortunately, it is not yet common practice to recover materials for recycling when buildings are demolished. Circular economy To change this, in January 2013 the European Commission launched the Life+ project ‘From production to recycling: A circular economy for the European gypsum industry with the demolition and recycling industry’. Over the project’s three-year duration, Etex and other members of GypsumToGypsum will develop and collect best practices for deconstruction, recycling, and processing and design an ideal methodology to conduct a waste audit prior to deconstruction.
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SO C I A L RE P O RT
Empowering our people 4.1 4.2 4.3 4.4
Human resources Health & safety Carefully managing our asbestos past Community relations
Social report
4.1
Human Resources Ambitious people are the key to Etex’s worldwide success. That’s why we are committed to pursuing a culture of high performance, which benefits both our employees and the company itself.
Etex numbers 17,442 employees&—&84 per cent men and 16 per cent women&—&in 104 companies spread across 45 countries. Together, they make up the rich diversity of Etex. Using a decentralised approach, we help them develop and apply their talents under the best possible circumstances. In 2013, employee turnover within the group was 16 per cent. This figure includes retirements, the end of temporary contracts, dismissals, and resignations. In all, 95.1 per cent of the group’s employees have permanent employment contracts, and 4.9 per cent have temporary or interim employment status. The overall absenteeism rate was 2.7 per cent. That number includes days lost to illness and private accidents, but excludes work accidents. At Etex we are pursuing a culture of high performance in which entrepreneurship, empowerment, and customer focus are paramount. To create and support this culture, we have established two cornerstones in our corporate HR approach: integrated talent management and organisational effectiveness. Integrated talent management Etex is determined to create an environment that enables the global mobility of our talent. Building on the progress made in 2012, we continued to streamline our HR processes to create a foundation for coherent talent and performance management. Two important pillars in our talent development strategy are cross-company assignments and international assignments. In 2013, we designed a new expat policy which serves as the basis for further global alignment. We have developed a job analysis tool within a global job grading structure framework for top and senior management positions across divisions and geographies. We expect to grade our top 250 positions in 2014. To enhance the visibility of our vacancies and give Etex employees a better view of talent opportunities across the globe, we created a job market on our new intranet. Now that our HR
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departments have been trained, the market tool is available in some of our divisions, and it will be further rolled out in 2014. As part of our learning and development approach, we launched Talent2Grow, an innovative and secure e-learning platform. The platform offers our management employees courses tailored to Etex’s needs and taught by faculty members at several well-known business schools. Our performance review process was adapted at the end of 2012, and a new online support tool has been rolled out at Etex headquarters and at Siniat, Promat, and the Western European countries of the European division. Our other divisions will follow in 2014. In September 2013, working with Belgium’s Vlerick Business School, we launched the fourth management course for young managers. The course gives 25 participants from 19 countries the opportunity to develop their talents and build a solid network to enable closer global collaboration in the future.
Hours of training
Employees by age % >60 Employees by 3age
20
19% 50-59 3% >60 19% 50-59
15
58% 30-49 10 58% 30-49 20% <30
5
20% <30 0 Blue collars
White collars
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In June, we organised a senior leadership meeting in Barcelona for our top 95 senior executives. Here, participants discussed the further development of commercial strategies at Etex and learned more about finance, business process management, and leadership. Two additional workshops on commercial strategies were organised in October and November 2013 for senior managers of the divisions Sinait, Fire Protection and Insulation, and European Building Materials Organisational effectiveness In 2013, we continued to build on the efforts made in 2012 to further improve the efficiency of our organisation and to stimulate expertise. After setting up the HR Shared Services Centres for payroll and personnel administration in Europe in 2012, we continued their implementation in 2013. These centres enable us to increase the quality of our internal services in a cost-efficient way. Today, all Belgian Etex companies except Microtherm are included in the Belgian Shared Service Centre. By mid-2014, the Shared Service Centre in France should become operational, as we have completed its design and made the necessary software investments. Meanwhile, our German branch is working to include Siniat in its centre. Further extensions will follow in the course of 2014.
Etex Annual Report 2013
Continuous learning To ensure the development of our employeesâ&#x20AC;&#x2122; skills and improve our performance levels, Etex believes in continuous learning. Thatâ&#x20AC;&#x2122;s why our companies are encouraged to organise training courses at all levels. In 2013, affiliates provided on-the-job-training as well as technical, professional, and managerial courses. On average, our white-collar employees received 21 hours of training and our blue-collar employees 17 hours.
Qâ&#x20AC;&#x201A;Employees at the Skinco plant in Manizales (Colombia) during lunch time.
In 2012 and 2013, HR directed significant efforts towards developing a structure and tools to stimulate global mobility.
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4.2
Health & Safety In 2013, employee safety remained our number-one priority, with zero accidents being our ultimate goal. Through the exchange of knowledge and best practices, we are establishing an excellent basis for further improvement.
The safety and well-being of our employees has always been one of our main concerns. In 2007, we codified that focus in a formal set of guidelines. A transparent zero-accident policy has been in place since then. In 2013, we added several clear goals to our health and safety strategy. H&S approach further refined To increase our focus on health and safety, we took numerous initiatives in 2013. We increased the number of targeted audits, resulting in clear action plans whose execution is closely monitored. In a global and decentralised group like Etex, safety is a learning process. To facilitate that process, we stimulate the exchange of knowledge, experience, and best practices through centrally managed actions, such as the filing of serious event and fatality reports. The launch of the Etex intranet further enhances this exchange through communities centred around specific environmental, health, and safety topics. We took numerous initiatives across all three levels&—&group, divisional, and individual plant&—&to train small and larger groups in specific safety subjects. The effect these training sessions have on our safety figures will undoubtedly become clear over the short and long term. Finally, the EHS department has identified a number of leading KPIs to be monitored by each business unit. Going above and beyond a simple frequency or gravity rate, these KPIs indicate how each company site engages with safety. Where lagging indicators such as the frequency and gravity rates only inform us about past situations, these leading indicators stimulate preventive action by revealing how dangerous situations and near-accidents are handled. In 2014, these elements will take the lead in evaluating safety at each of our businesses. Continued focus on safety Since 2007, we have taken clear and definite action to become completely accident-free. Over the
past several years, we have invested a great deal in improving safety and taken many initiatives to adopt better working procedures and instil a culture of safety. This has drastically reduced the number of accidents and substantially improved safety at our factories. Indeed, between 2006 and 2013, both the frequency rate and the gravity rate for accidents decreased significantly, from 21.3 to 3.8 and from 0.49 to 0.16 respectively. This is a major achievement, but definitely not sufficient. Our target is to have zero accidents, and we are determined to reach this goal. Despite our best efforts to improve safety on the work floor, we deeply regret the fact that six fatalities occurred in 2013. One of our own employees, an employee of a supplier and four contractor employees&—&of which two had a car accident&—&lost their lives while working for us. The accidents have been thoroughly analysed, and support has been provided to the families of the victims and to their colleagues. Needless to say, we are doing everything in our power to keep situations like these from happening again. Zero accidents To further progress towards our zero-accident objective, we are lowering the frequency rate in
Number of accidents 600 500 400 300 200 100 0 2008
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2009
2010
2011
2012
2013
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Safety first in 2013 All over the world, Etex companies worked hard to increase safety on the work floor in 2013. Here are some inspiring examples: • During a safety training in China, our Promat colleagues received new and colourful summer work wear with our safety logo. • At Eternit in Belgium, employees created a huge safety logo on the front side of the production hall using our own fibre cement materials. • At Siniat in Brazil, forklift drivers participated in a safety event with presentations and practical courses. • In May, all production and office workers at Creaton in Germany participated in a safety and firefighting course. • For Skinco Colombit, June was health and safety month. Activities included safety and firefighting courses, blood donations, and an evacuation exercise. • In July, our colleagues at Siniat in the UK organised the Olympic-calibre ‘safety games’, during which they could compete for prizes.
2014 to 3.5&—&an ambitious goal that requires even greater vigilance and care on all our parts. Two thirds of all Etex factories were accidentfree last year, including both large and small plants, modern and old facilities, simple workshops and complex production systems. A global survey on the reason for their increased safety revealed the following answers: • The involvement of management and all employees is essential. Safety begins with commitment and goodwill. • Practical training is necessary, as faulty understanding or routines are often the cause of a dangerous situation.
• To work more safely, we need to learn from our mistakes. Every dangerous situation or activity and every accident or near-accident needs to be reported. • Everyone should be able to broach the subject of safety at all times. By discussing safety, we enable new ideas to emerge. This year, we will continue to encourage the exchange of best practices, and we will establish training sessions to help us reach our goal. The charts display the evolution in our number of accidents, frequency rate, and gravity rate over the past seven years.
Frequency rate
Gravity rate
30
0.6
25
0.5
20
0.4
15
0.3
10
0.2
5
0.1
0
0 2008
2009
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2011
2012
2013
2008
2009
2010
2011
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4.3
Carefully managing our asbestos past Although asbestos has been banned from our production processes over a decade ago, we continue to manage our past in the most careful way. Therefore, we support medical and scientific research into asbestos related diseases. Asbestos is a natural mineral which can be found in many locations around the world and was extensively used by the industry in the 20th century. Its inherent resistance to fire and mechanical and chemical aggression and its tensile strength, insulation properties, and affordability made it a coveted material for numerous applications in the construction, chemical, home appliance, shipbuilding, and automotive industries. Applications included insulation of buildings, fire protection (trains, buses, buildings), heat protection in industrial processes, domestic appliances (e.g. hair dryers and toasters), petrochemical industry, auto motive industry (brakes, clutches), water and wine filters and fire-resistant clothing. The use of asbestos was so widespread that according to scientific research, about 25 per cent of active males in European cities were exposed to asbestos at work in the 1950s and 60s. Taking action to protect health It did take many years to fully understand the health risks associated with asbestos exposure. This was partly due to the long latency periods of the asbestos related diseases. The risks linked to exposure depend on many factors: the type of asbestos (white, brown, blue), the way of exposure (only inhaling constitutes a risk), the dose or cumulative exposure, and, most importantly, the time elapsed since the exposure. As a result, the risks have long been underestimated by governments, the medical world, and the industry alike. In line with the evolution of scientific knowledge and legislation, Etex companies took a series of measures to reduce their workers’ exposure to asbestos and comply with recommended exposure limits. For example, dust extraction mechanisms were installed, personal protection equipment such as masks were provided, blue asbestos was banned from production and dry processes were abandoned in favour of wet ones. This considerably
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reduced dust and asbestos exposure levels in our factories. However, due to the long latency period of asbestos-related diseases&—&45 years on average for mesothelioma, for example&—&the mineral’s harmful effects will continue to appear for many years. Etex policy After having reduced the exposure levels to a minimum, all Etex companies eventually banned the use of asbestos from their production processes worldwide. While we cannot undo what happened in the past, we have instigated a mandatory policy for all our companies to assist asbestos victims. In the course of 2013, we strengthened the policy for two of the pillars of our asbestos approach: prevent exposure and manage landfills. Under this policy, Etex carefully monitors the situation in former landfills and plants where asbestos was used in the past. The asbestos containing materials are inventoried, their condition is assessed, and an action plan is set up to ensure employees, visitors, and neighbours are not exposed. The specialist we appointed in 2012 sees to it that these principles are
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Q In 2012 Etex launched an ambitious programme together with the Belgian Foundation against Cancer. Since then, Etex has donated 1.5 million euro for research into asbestos-related diseases and will extend this amount to 3 million in the coming years. Eight medical and scientific projects related to asbestos diseases were selected by the Belgian Foundation against Cancer. The head researchers, representing various Belgian universities and hospitals, explained their projects to the Etex management in Brussels in December 2013. It was an opportunity to meet and to exchange the progress of the research done so far. The research teams are working on improving the diagnosis of asbestos-related diseases, as well as their prevention and treatment. We sincerely hope they will keep making great strides towards the treatment and cure of all people suffering from an asbestos-related disease. Photographer: Studio Dann (Belgium)
strictly observed by all Etex companies. Throughout 2013, we continued an awareness and training programme for the managers of the companies involved, to ensure compliance with the four principles of our asbestos policy:
of employees and others to asbestos fibres. All asbestos containing materials will, in time, be removed from our buildings and in the intervening period will be managed to the highest standards.
• !Compensate victims! People who become ill as a result of asbestos exposure from the use of asbestos by Etex companies in the past receive fair compensation. This compensation is paid by the social security system, a private insurance company, or Etex itself, depending on national legislation and company-specific insurance coverage.
• !Support medical and scientific research! Etex supports medical and scientific research into asbestos-related diseases. In March 2012, we set up an ambitious collaboration with the Belgian Foundation Against Cancer. Etex is donating a total of 3 million euro, in two instalments of 1.5 million euro. This money will be used to fund research into asbestos-related diseases and make improved diagnosis and treatment possible.
• !Manage landfills! We are taking the necessary measures to professionally manage existing landfills and eliminate the possibility of exposure. These sites are monitored on a regular basis to demonstrate the effectiveness of the implementation of our policies. • !Prevent exposure! Etex companies continue to take the necessary measures to avoid exposure
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4.4
Community relations Employees, customers, suppliers, authorities, and other stakeholders are paramount to the success of our business. That’s why Etex companies around the globe strive to be responsible citizens in the communities in which they are active.
In 2011, we introduced a Code of Conduct for all Etex companies, incorporating all the ethical rules and guidelines every employee should follow. These guidelines include a sustainable business philosophy and the complete abolishment of child labour. Etex has also established an anti-discrimination policy. We aspire to reflect the society in which we are active. Towards that end, we will not tolerate discrimination based on ethnicity, gender, sexual orientation, disability, or age. In 2013, no infringements against these internal rules were reported. In South Africa, for example, we are actively investing in the integration and recruitment of minorities, including disabled people and young people without formal education. We also provide special job training enabling a number of young people to develop their skills and competencies. Fifteen are now following a trajectory of six to nine months in our South African affiliates. When the programme completes, we will retain the best and offer them employment. In addition, Etex insists on buying its raw materials from black, Coloured, and white companies alike. We also adhere to the Broadbased Black Economic Empowerment Initiative (BBBEE), a positive discrimination program initiated by the South African government.
a TV marathon programme that has been raising money for disabled children and young people since 1978. More than seventy thousand people have benefitted from the programme since its inception. During the last edition, Pizarreño Chile donated 20,000 dollar. Several colleagues participated in a special workshop called ‘One minute of the other’, an empathic experiment simulating the experience of having a disability. !Running the extra mile! In May 2013, our Etex running team&—&comprising 21 Belgian colleagues from Etex, Eternit, Promat and Siniat&—&joined the annual Brussels 20 km race. The goal? To raise money for Doctors Without Borders. This year in October, our Promat US team will participate in the local Race for the Cure event. The purpose of the race is to raise money to develop a cure for breast cancer. In October of last year, nine team members took on their first Chilli Challenge, selling bowls of chilli, dessert, and drinks to raise several hundred dollars. q Our Belgian Running Team participated in the 20 kilometres of Brussels to raise funds for Doctors Without Borders.
Examples of community projects around the world Etex encourages all its companies to take part in local community programmes dedicated to improving the quality of life. This enables us to initiate dialogue that leads to win-win situations for both the company and the community. Last year, we continued on this path by initiating a range of small-scale projects where personal contact is essential. Here are some examples of projects from around the world organised by our colleagues. !Pizarreño supports Teletón in Chile! Teletón is
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!Evoto.be helps organisations raise money! A year ago, Eternit Belgium founded Evoto.be, a project designed to support programmes at three different Belgian organisations active in health, sustainable development, and welfare. In addition to providing an initial sum, Evoto.be enables the organisations to raise additional funds by collecting votes via the Evoto Facebook page. !Helping out locally! Etex’s subsidiaries are also active in a number of smaller projects all over the globe. By helping out those in need, we aim to improve the quality of life in local communities.
!Eternit donates building to flood victims in Edo, Nigeria! In April 2013, Eternit Limited in Nigeria donated a building to house a special relief centre for flood victims in Anegbette, a community in Etsako, Edo State. Anegbette was one of the places hit by the flood disaster of 2012 that left many people homeless. Our dry construction products were especially suitable for the construction, which required high quality structures and had to be put in place over a short space of time.
Q Through Evoto.be, Eternit Belgium is supporting three different projects run by Belgian organisations active in health, sustainable development and welfare. Photographer: Marcel Van Coile (Zemst, Belgium)
• The Rainbow Centre for Children provides free, professional support to children affected by lifethreatening illness and their families. After a visit from the centre’s director, our colleagues at Siniat UK decided to support the cause. The money will be used to help families deal with the emotions caused by the illness or death of a child or parent. • Our colleagues at Creaton Malsch in Germany have donated Biber tiles and accessories to the Rotenberg School, located close to the factory. The tiles were used to build a small playhouse for the children.
p In April 2013 Eternit Limited in Nigeria donated a building to house a special relief centre for victims of the flood disaster that hit Anegbette (Edo State, Nigeria) in 2012.
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Providing shelter to the needy in Columbia and Peru Selavip, an internationally established NGO, has been funding housing projects for poor families in cities in Latin America, Africa, and Asia for over 40 years. Its main goal is to promote initiatives to address the most urgent habitat needs of the urban poor. In 2013, Etex supported several of Selavip’s initiatives through our subsidiaries Fábrica Peruana Eternit (Peru) and Skinco Colombit (Colombia). Over the course of the year, Skinco Colombia provided materials with a total value of 60,000 dollar to improve the roofing of 182 shelters affecting 908 inhabitants in the suburbs of Bogota. In addition, the Skinco team actively supported
Servivienda, the local NGO in charge of the project, in planning, implementing, monitoring, and evaluating the construction works. Last May, Fábrica Peruana Eternit, local NGO Desco, and Selavip joined hands to build 30 houses for poor single mothers on the outskirts of Lima, the capital of Peru. Our colleagues provided technical assistance and the materials to build drywall residences, which are perfectly suited to withstand the region’s harsh climate. We will continue our support for Selavip in 2014 by donating materials with a value of 100,000 euro for projects in Nigeria and Indonesia.
Q Last May, Fábrica Peruana Eternit, the local NGO Desco, and Selavip joined forces to build 30 houses for poor single mothers on the outskirts of Lima, the capital of Peru.
p Our colleagues provided technical assistance and the materials to build drywall residences. The 22.36 m2 houses were built with our Superboard fibre cement boards, which are perfectly suited to withstand the region’s harsh climate.
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Q The Skinco team actively supported Servivienda, the local NGO in charge of the project, in planning, implementing, monitoring, and evaluating the construction works. Photographer: Juan Carlos Salazar (Colombia)
q Over the course of the year, Skinco Colombia provided materials with a total value of 60,000 dollars to improve the roofing of 182 shelters, and in the process the living conditions of 908 people in the suburbs of Bogota (Colombia). Photographer: Juan Carlos Salazar (Colombia)
Q Mrs Juned Valenzuela (Peru) takes care of her family alone. She and her daughter both suffer from lung problems due to the ambient high humidity. The new house will protect them from the severe climate and improve their quality of life.
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G OV E R NA N CE RE P ORT
Governance report 5.1 Our management 5.2 Governance report
Governance report
5.1
Our management
J. Alfons Peeters CEO
Jean-Pierre Hanin CFO
Myriam Macharis HR Director
Karel De Wilde Company Secretary
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Etex Annual Report 2013
Governance report
Bernard Lekien Division Director Siniat
Nicolas Van den Abeele Division Director Africa, Middle-East & Asia
Frédéric Deslypere Division Director Latin America
André Hoste Division Director European Buidling Materials
Paul van Oyen Division Director Fire Protection & Insulation
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Governance report
5.2
Governance report
Corporate governance Although not a listed company, Etex is committed to the principles of corporate governance. The group’s structure and processes are designed to enhance its business performance while managing its risks and exercising sufficient control. Etex is managed by an executive committee and a board of directors. The !Board of Directors! determines the group’s overall strategy, decides on major investments, and monitors corporate matters. The composition of the Board is carefully balanced, with representatives from both shareholders and management as well as independent directors. The Board of Directors has created three working committees whose objective is to analyse specific issues more thoroughly and advise the Board accordingly. Those committees are: the Strategy Committee, the Selection and Remuneration Committee, and the Financial Audit Committee. The !Strategy Committee! makes recommendations to the Board of Directors on the strategic options and directions proposed by the Executive Committee. In addition, the Strategy Committee reviews major projects which are proposed by the Executive Committee, such as acquisitions, divestments, and geographical diversification.
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After thorough analysis, the committee makes recommendations to the Board with regard to the group’s strategy and major investments. The !Selection and Remuneration Committee! selects prospective Board members and determines the overall remuneration and benefits granted to the members of the Executive Committee. In doing so, it verifies that the compensation to Executive Committee members is in line with market practice and that its incentives are designed to achieve Etex’s strategic goals. The !Financial Audit Committee! reviews the financial reporting process as well as the statutory audit of the company’s annual accounts. In particular, the committee reviews the consistency and reliability of the accounts and the financial information supplied to the Board. The Audit Committee also monitors the company’s internal control and risk management systems. The day-to-day management of the group is entrusted to the CEO and the !Executive Committee. The Executive Committee is composed of the CEO, the CFO, the directors of the five divisions, the company secretary, and the HR director.
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Board of Directors Jean-Louis de Cartier de Marchienne, chairman J. Alfons Peeters, director and managing director Philium bvba, represented by Philippe Coens, director Walter Emsens, director Regnier Haegelsteen, director Marc Nolet de Brauwere, director J. Maximo Pacheco Matte, director, until 12 February 2014 Amaury Pelgrims de Bigard, director Teodoro Scalmani, director Christian Simonard, director Philippe Vlerick, director In 2013, the Etex Board of Directors met five times in plenary sessions. Strategy Committee Jean-Louis de Cartier de Marchienne, chairman Philium bvba, represented by Philippe Coens Walter Emsens Thomas Leysen, until 22 May 2013 Marc Nolet de Brauwere J. Alfons Peeters Philippe Vlerick Secretary: Karel De Wilde
Financial Audit Committee Marc Nolet de Brauwere, chairman, until 22 May 2013 Jean-Louis de Cartier de Marchienne, chairman Regnier Haegelsteen Amaury Pelgrims de Bigard, as from 22 May 2013 Secretary: Karel De Wilde The Financial Audit Committee met three times in 2013. Executive Committee J. Alfons Peeters, chief executive officer, chairman Jorge Bennet, division director, until 31 December 2013 Frédéric Deslypere, division director Karel De Wilde, company secretary Jean-Pierre Hanin, chief financial officer, as of 1 September 2013 André Hoste, division director Bernard Lekien, division director Myriam Macharis, HR director as of 1 June 2013 Udo Sommerer, division director until 30 November 2013 Nicolas Van den Abeele, division director Paul Van Oyen, division director
The Strategy Committee met four times in 2013. Selection and Remuneration Committee Jean-Louis de Cartier de Marchienne, chairman until 22 May 2013 Marc Nolet de Brauwere, chairman J. Alfons Peeters Christian Simonard Philippe Vlerick Secretary: Myriam Macharis The Selection and Remuneration Committee met four times in 2013.
Auditors Ernst & Young, represented by Eric Golenvaux (non-consolidated and consolidated accounts)
Registered Office SA Etex NV Avenue de Tervueren –&Tervurenlaan 361 1150 Brussels – Belgium
Etex Annual Report 2013
Tel: +32 2 778 12 11 Fax: +32 2 778 12 12 E-mail: info@etexgroup.com Website: www.etexgroup.com
VAT BE 0400 454 404 RPM Brussels RPR
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F I N A N CIA L RE P ORT
Financial report 6.1 6.2 6.3 6.4
Financial report Consolidated financial statements Non-consolidated accounts of Etex S.A. Glossary
Financial report
6.1
Financial report In 2013, Etex posted sales of € 3,046 million, representing a 3.9 per cent drop compared to the previous year. On a like-for-like basis, however, our revenue grew by 1.6 per cent. Mature European markets generated sound cash flows, and emerging markets continued to grow. We reduced our debt to € 977 million and ended the year with a net financial debt/rebitda ratio of 2.4, down from 2.6 last year (including the put option on Siniat).
2013 was a year of further consolidation for Etex. Our European operations faced headwinds from an exceptionally long and harsh winter. The financial markets felt the consequence of the US reduction in quantitative easing for several emerging markets with structural account deficits. Although local demand remained strong in these geographies, the translation of their financial results into the group’s consolidated accounts did not reflect their real growth. Etex managed nevertheless to deliver solid performance and to further reduce our leverage, despite a significant capital expenditure programme aimed at delivering sustained growth in the future. Despite this unfavourable economic context, the group’s debt dropped to € 977 million compared to € 1,137 million a year before (including the put option). We were able to realise this decrease thanks to efforts on several levels: the reduction of our estimated liability to acquire the minority interest in Siniat to € 145 million, the disposal of several small assets, our operational results, and the continuous strict management of the group’s non-cash working capital position.
Changes in the scope of consolidation On 4 August 2013, Etex sold its floor screed business (La Chape Liquide and Gyvlon), generating sales of € 37 million in 2012.
Income Statement The long-lasting winter conditions caused weak sales in Europe during the first half of the year, which were not completely recovered in the second half. Exchange-rate fluctuations in certain emerging markets following the US tapering did not immediately cause the economic environment to deteriorate. Over the many decades in which Etex has been present in emerging markets, we have always weathered such volatile periods. Our widespread geographic presence, including our strong presence in Europe, helped to smooth this turbulent year.
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Cladding and building boards The unique combination of gypsum and fibre cement boards in Etex’s portfolio is a powerful lever for meeting market developments. In Europe, we completed our integration of Siniat, with a specific focus on developing synergies within Etex’s global portfolio. The performance of our fibre cement and gypsum boards fluctuated with market conditions. Southern Europe seemed to have hit bottom and even showed signs of modest recovery. Germany, the UK, Scandinavia, and the Benelux countries did quite well after the winter. France, however, remained weak. In Latin America, gypsum markets continued to perform well, and we are pursuing our expansion plan in Peru and Brazil. Fibre cement boards generally continued their penetration into emerging markets, and fibre cement corrugated sheets recorded increasing sales in Latin America. Our investments in Nigeria, aimed at improving our competitive position, are ongoing. Indonesia recorded solid growth ahead of the new Jakarta plant. Cladding products which proved their success in Europe have now been launched in Asia, Latin America, and the US. The cladding and building board segment had sales of € 1,410 million in 2013, compared to € 1,458 million in 2012. Roofing Sales in the roofing segment evolved in line with their underlying markets. Corrugated sheet sales were affected by the winter but recovered strongly thereafter. Slate sales were weak in Germany; however, sales of Creaton’s clay tiles were stable (down just 2 per cent despite the winter), and sales of concrete tiles at Eternit AG were good. Unsurprisingly, the low amount of new construction in the Benelux and France affected slate sales accordingly. Portugal began recovering from the recession of the past years. Our clear frontrunner was the UK, where the economic environment for the construction sector is favourable, a market
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Financial report
rehabilitation which should continue beyond 2013. On a weaker note, the start-up phase at our new clay tile plant in Poland took longer than anticipated, which incurred additional costs and a sales delay. In Africa, our performance in Nigeria was disappointing compared to 2012. In contrast, both domestic and export sales of concrete tiles continued to expand in South Africa. Overall sales in the roofing segment on a group-wide basis came to € 908 million (compared to € 942 million in 2012), for a total margin of € 229 million. Fire protection and insulation Our passive fire protection and high-performance insulation segment experienced a solid year in line with its strategy. Acquisitions in the UK (Securiglass Ltd) and Russia (A+B) completed our high-end selective niche portfolio. Despite the adverse impact of exchange rates (mostly in Japan and the UK), delays in some projects in the US and the UK, and a gloomy economic environment in Europe, we recorded a stable year in terms of sales: € 385 million compared to € 380 million in 2012. A good product mix enabled us to increase our operating income before non-recurring items by 17 per cent. We made significant investments in Belgium to modernise our facilities and increase our capacity. Ceramic floor and wall tiles Past investments continued to deliver strong returns, with sales reaching € 232 million: a growth of 10 per cent, despite strong adverse currency impact. The ceramic tile business is flourishing in all our countries. In Argentina we saw a strong increase in domestic demand, thanks to a local focus on construction. In Colombia we increased our market penetration, and in Chile and Peru, we continued sustained growth. This very positive trend improved our margin by 5 per cent compared to the previous year.
Etex Annual Report 2013
Total Etex sales came to € 3,046 million (down 3.9 per cent). This slight decrease is the result of adverse exchange rates, which reduced our sales figures by around € 99 million, and our decrease in scope, which accounts for around € 75 million. On a like-for-like basis, our revenue grew by 1.6 per cent. Our gross profit on sales ratio remained stable at 27.3 per cent (compared to 27.8 per cent in 2012), for a gross profit of € 832.6 million. Our overhead on sales ratio also remained stable at 19.6 per cent (compared to 19.3 per cent in 2012). Our operating income before non-recurring items (REBIT) was € 234.5 million (7.7 per cent of sales). Net non-recurring items were € 2.5 million producing an operating income (EBIT) of € 236.9 million. The group’s net financial debt decreased to € 977 million, thanks to our operating results, our continuous strict management of non-cash working capital, and a reduction in our estimated liability to acquire the minority interest in Siniat. In December 2013, Etex and Lafarge agreed to new terms: Etex would acquire Lafarge’s minority interest in Siniat earlier than originally contracted in 2011, for a price of € 145 million and subject to Etex refinancing. The group’s net profit was € 124.2 million. Our tax burden (€ 41.2 million) implies an effective tax rate (ETR) of 24.3 per cent, lower than the group’s ETR in 2012 (28.2 per cent) as a result of one-time tax recoveries.
Consolidated Statement of Financial Position (Balance Sheet) Property, plant, and equipment decreased slightly to € 1,728.3 million (compared to € 1,769.6 million in 2012), despite Etex’s ongoing investments.
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Financial report
The reason is found in the adverse impact of exchange rates. Capital expenditures came to € 212.4 million compared to depreciation of € 175.3 million. Investments to extend capacity for fibre cement and flat sheets were completed in Colombia and China and begun in Indonesia. We also completed our equipment upgrades in Colombia, Peru, and Argentina for ceramic floor and wall tiles. The construction of plasterboard plants was ongoing in Peru, Brazil, and Romania throughout 2013. Goodwill and intangible assets came to € 472.9 million after regular amortisation. Our non-cash working capital decreased in nominal terms to € 283.8 million (compared to € 293.6 million in 2012) and remained stable at 9.3 per cent. This positive performance reflects our ongoing efforts to strictly manage our average working capital. Total shareholders’ equity is € 903.1 million, an increase of € 188.2 million compared to 2012. The main factors affecting this change, aside from annual profit and dividends, are the reduction in our estimated liability to acquire the minority interest in Siniat and the actuarial component of changes in our employee benefits liabilities recognised directly in equity. Regarding the latter, we note that Etex did not apply the corridor approach, and that the other amendments to IAS 19 did not result in material changes to our calculation of employee benefits liabilities, so that no restatement was necessary.
Risk Profile Etex is exposed to the normal range of general business risks and takes measures to cover them through insurance and internal policies. Our internal audit department, fully operational since 2011, is tasked with reviewing all our companies in a three-year cycle. Typical risks are third-party and product liability, property damage, business interruption, employer’s
58
liability, and, in certain instances, credit risk. Given the global spread of our activities, Etex is exposed to the impact of currency fluctuations on revenues, costs, assets, and liabilities arising outside the eurozone. The policies we have put in place to address these risks have remained the same. Demand for building materials is essentially driven by rising populations, increasing prosperity, and the evolution of macroeconomic parameters such as GDP growth, public spending, interest rates, and government policies. Etex achieves risk diversification through our geographic spread, our diversified portfolio, and our involvement in residential, commercial, and industrial building on one hand and renovation and new housing estates on the other. Etex uses a wide range of raw materials to manufacture our products. Cement is key and is usually amply available from several suppliers. Fibres used to reinforce some of our products are sourced from a limited number of companies in Japan and China, with whom Etex has built up long-term relationships and contracts. For natural resources such as clay and gypsum, we either own our raw material supplies or secure them through long-term contracts. Our energy costs are significant, not only in manufacturing certain products (in particular, ceramic tiles), but also in the production of the raw materials themselves by our suppliers. Measures to reduce our energy consumption are under constant review. Regrettably, some Etex companies used asbestos as a raw material in the past. They are now exposed to claims from people who have developed asbestos-related diseases. Etex is committed to ensuring that those suffering from an illness caused by our former use of asbestos receive fair compensation. The costs of compensation are covered by state social security schemes, insurance companies, and our own resources. Given the long
Etex Annual Report 2013
Financial report
latency of some of these diseases, we will remain exposed to this risk in the medium term.
Subsequent events In January 2014, Etex amended and extended our existing syndicated loans, extending maturities from 2016 to 2019 and raising the total amount to € 900 million (€ 200 million in term loans and € 700 million in revolving credit facilities) with more favourable conditions and covenants. On 12 February 2014, Etex completed the acquisition of Lafarge’s minority interest in Siniat, as agreed upon in December 2013.
geographies. International tensions, including those in Ukraine and the Middle East, are nevertheless factors that undermine the trust necessary for global economic growth. In these circumstances, Etex can count on a solid basis, with a good geographical spread for a diversified portfolio, to see us through.
Stakeholder information The main stakeholders to whom Etex reports on our financial figures are our employees, our shareholders and investors, and the banks with which we do business. Our employees are informed via their companies’ communication channels and their local employee representation structures. At the European level, the European Works Council meets once a year. We also communicate with all our employees across the Group through our internal magazine, Etex World, and our intranet, espresso, which was launched in 2013. Our shareholders convene once a year at our annual shareholders meeting, to which investors in our retail bond are also invited. Twice a year, we invite our banking partners to an information forum.
Prospects for 2014 The mild winter conditions in Europe during the first months of 2014 are having a clear favourable effect on the European construction sector. Nonetheless, we are mindful that the fundamental situation in Europe must further improve to generate a healthy economic environment. Etex remains committed to our selective approach in emerging markets, developed over decades of experience in these
Etex Annual Report 2013
59
Financial report
6.2
Consolidated financial statements 6.2.1
Consolidated financial statements
Consolidated income statement IN THOUSANDS OF EUR
NOTES
2012
2013
Revenue
(1)
3,168,024
3,045,643
Cost of sales
(2)
-2,288,489
-2,212,997
Gross profit
879,535
832,646
Distribution expenses
(2)
-371,372
-383,622
Administrative and general expenses
(2)
-211,455
-187,453
Other operating charges
(3)
-47,316
-48,067
Other operating income
(3)
19,453
20,961
268,845
234,465
Operating income before non recurring items Gain and losses on disposal of assets and businesses
(4)
26,686
581
Other non recurring items
(4)
-5,192
1,874
290,339
236,920
Operating income (EBIT) Interest income
(5)
3,390
5,683
Interest expenses
(5)
-76,188
-77,870
Other financial income
(5)
36,750
11,327
Other financial expense
(5)
-6,889
-6,399
(12)
-25,478
1,060
221,924
170,721
Share of profit in equity accounted investees Profit before income tax Income tax expense
-69,733
-41,222
Profit for the year from continuing operations
152,191
129,499
Attributable to shareholders of Etex
145,645
124,167
6,546
5,332
Attributable to non-controlling interests
(6)
Consolidated statement of comprehensive income IN THOUSANDS OF EUR
2012
2013
Profit for the year
152,191
129,499
Changes in employee benefits reserves
-92,961
62,497
20,349
-17,081
Net other comprehensive income not to be reclassified to income statement in subsequent periods
-72,612
45,416
Changes in cash flow hedge reserves
-14,391
6,071
4,329
-1,973
Income tax effect
Income tax effect Changes in fair value of available-for-sale assets Changes in translation differences Others
-36,451
-
15,052
-69,128
-9
4
-31,470
-65,026
-104,082
-19,610
Total comprehensive income for the period, net of tax
48,109
109,889
Attributable to shareholders of Etex
39,408
107,819
8,701
2,070
Net other comprehensive income to be reclassified to income statement in subsequent periods Other comprehensive income, net of tax
Attributable to non-controlling interests
60
Etex Annual Report 2013
Financial report
Consolidated statement of financial position IN THOUSANDS OF EUR
NOTES
Non-current assets Property, plant and equipment
2012
2013
2,427,129
2,356,064
(7)
1,769,574
1,728,283
(8) (9)
487,185
472,945
Investment properties
(10)
19,621
18,839
Assets held for sale
(11)
3,962
2,876
Investments in equity accounted investees
(12)
38,458
36,709
Other non-current assets
(13)
10,823
11,955
Deferred tax assets
(24)
97,506
81,140
Employee benefits assets
(21)
-
3,317
1,051,630
1,011,199
Goodwill and other intangible assets
Current assets Inventories
(15)
484,784
474,787
Trade and other receivables
(14)
419,307
425,700
Other current assets
(14)
1,202
4,427
Cash and cash equivalents
(17)
146,337
106,285
3,478,759
3,367,263
TOTAL ASSETS Total equity
742,340
933,996
Issued share capital
4,492
4,492
Share premium
3,724
3,724
Reserves and retained earnings
706,679
894,897
Attributable to the equity shareholders of Etex
714,895
903,113
Non-controlling interests Non-current liabilities Provisions
27,445
30,883
1,820,686
1,330,234
(19)
141,685
165,069
(21) (22)
324,773
246,711
Loans and borrowings
(23)
1,059,101
645,154
Deferred tax liabilities
(24)
243,145
229,516
Other non-current liabilities
(25)
51,982
43,784
915,733
1,103,033
Employee benefits liabilities
Current liabilities Provisions
(19)
79,788
43,649
Current portion of loans and borrowings
(23)
225,081
442,441
Trade and other liabilities
(25)
TOTAL EQUITY AND LIABILITIES
Etex Annual Report 2013
610,864
616,943
3,478,759
3,367,263
61
Financial report
Consolidated statement of cash flows IN THOUSANDS OF EUR
NOTES
Operating income (EBIT)
2012
2013
290,339
236,920
Depreciation, amortisation and impairment losses
(26)
173,212
175,340
Losses (gains) on sale of intangible assets and property, plant and equipment
(26)
-5,079
-9,691
Losses (gains) on sale of businesses
-27,073
4,842
Income tax paid
(26)
-77,110
-68,238
Changes in working capital, provisions and employee benefits
(26)
1,842
-41,443
Changes in other non-current assets/liabilities Cash flow from operating activities Proceeds from sale of intangible assets and property, plant and equipment
(26)
Proceeds from sale of available-for-sale investments Acquisition of business (net of cash) Disposal of business (net of cash)
1,171
3,906
357,302
301,636
11,565
15,126
72,446
-
-239
-18,064
37,479
26,876
Capital expenditure
(26)
-204,115
-212,393
Interest and dividend received
(26)
8,938
9,206
Other Cash flow from investing activities Capital increase Proceeds (repayment) of borrowings Dividend paid Interest paid Other
(26)
147
-
-73,778
-179,249
-
2,412
-136,260
-64,581
-54,658
-29,790
-60,242
-57,646
-732
14
-251,892
-149,591
Net increase (decrease) in cash and cash equivalents
31,632
-27,204
Cash and cash equivalents at the beginning of the year
110,524
142,255
1,039
-10,134
Cash flow from financing activities
Translation differences Changes in the scope of consolidation
-940
-1,173
31,632
-27,204
Cash and cash equivalents at the end of the year
142,255
103,744
Cash and cash equivalents
146,337
106,285
-4,082
-2,541
Net increase (decrease) in cash and cash equivalents
Bank overdrafts
62
Etex Annual Report 2013
Financial report
Consolidated statement of changes in equity ATTRIBUTABLE TO THE EQUITY HOLDERS OF ETEX
IN THOUSANDS OF EUR
ISSUED SHARE CAPITAL AND SHARE PREMIUMS
TREASURY SHARES
At 31 December 2011
POST EMPLOYMENT BENEFITS RESERVES AND FINANCIAL INSTRUMENTS
TRANSLATION
NONOTHER RESERVES AND RETAINED CONTROLLING INTERESTS EARNINGS
TOTAL EQUITY
8,216
-18,875
-65,742
-86,774
802,670
47,328
Total comprehensive income
-
-
-119,125
12,622
145,911
8,701
48,109
Dividend
-
-
-
-
-25,077
-27,364
-52,441
Other transactions with owners
-
-
-
-
62,182
-1,220
60,962
Treasury shares
-
-1,113
-
-
-
-
-1,113
8,216
-19,988
-184,867
-74,152
985,686
27,445
742,340
Total comprehensive income
-
-
49,570
-65,918
124,167
2,070
109,889
Capital increase
-
-
-
-
-
2,715
2,715
Dividend
-
-
-
-
-28,139
-1,616
-29,755
Other transactions with owners
-
-
-
-
108,538
269
108,807
Treasury shares
-
-
-
-
-
-
-
8,216
-19,988
-135,297
-140,070
1,190,252
30,883
933,996
At 31 December 2012
At 31 December 2013
Etex Annual Report 2013
686,823
63
Financial report
6.2.2
Accounting policies
Etex SA (the “Company”) is a company domiciled in Belgium. The consolidated financial statements comprise the Company and its subsidiaries, interests in jointly controlled entities and equity accounted investees (together referred to as “the Group”) as at 31 December each year. The financial statements have been authorised for issue by the Board of Directors on 28 March 2014.
Statement of compliance The consolidated financial statements of Etex for the year ended 31 December 2013 have been prepared in accordance with International Financial Reporting Standards (IFRS) and its interpretations as issued by the International Accounting Standards Board (IASB) as adopted by the European Union (EU). The Group applied, for the first time, certain standards and amendments that could have required restatement of previous financial statements. As those standards and amendments do not significantly impact the prior year results and balance sheet, the comparative figures were not subject to restatement. These include IFRS IAS 19 Employee Benefits (amended 2011), IFRS 13 Fair Value Measurement and amendments to IAS 1 Presentation of Financial Statements. However, certain comparative amounts have been reclassified in the tables below in order to confirm the current year presentation which is taking account the revised IAS 19 standard applicable as from 1 January 2013; more specifically interest expense and interest income related to post employment benefit have been netted to reflect the changes of IAS 19 R. Several other amendments apply for the first time in 2013. However, these did not have an impact on the annual consolidated financial statements of the Group. The nature and the impact of each of the following new standards, amendments and/or presentations are described below:
64
• IFRS 7 Financial Instruments: Disclosures – Offsetting Financial Assets and Financial Liabilities • IFRS 13 Fair Value Measurement • IAS 1 Presentation of Financial Statements – Presentation of Items of Other Comprehensive Income • IAS 12 Income Taxes – Recovery of Tax Assets • IAS 19 Employee Benefits (amended) • IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine • Annual Improvements to IFRSs (Issued May 2012) A number of amendments and revisions to standards and interpretations issued but not yet effective up to the date of issuance of the Group’s financial statements has not been early adopted.
Basis of preparation A - Functional and presentation currency The consolidated financial statements are presented in Euro, which is the Group’s functional and presentation currency. All values are rounded to the nearest thousand except when otherwise indicated.
B - Basis of measurement The consolidated financial statements are prepared on the historical cost basis except that the following assets are stated at their fair value: derivative financial instruments. Also, the liabilities for cash-settled share based payment arrangements are measured at fair value. The consolidated financial statements have been prepared using the accrual basis for accounting, except for cash flow information.5
C - Use of judgement, estimates and assumptions The preparation of financial statements in conformity with IFRS requires management to
Etex Annual Report 2013
Financial report
make judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets, liabilities and related disclosures at the date of the financial statements. These judgements, estimates and associated assumptions are based on managementâ&#x20AC;&#x2122;s best knowledge at reporting date of current events and actions that the Group may undertake in the future. However, actual results could differ from those estimates, and could require adjustments to the carrying amount of the asset or liability affected in the future. The estimates and underlying assumptions are reviewed on an ongoing basis. The significant estimates made by management concerning the future and other key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below. Impairment of non-financial assets The recoverable amount of the cash-generating units tested for impairment is the higher of its fair value less costs to sell and its value in use. Both calculations are based on a discounted cash-flow model. The cash flows are derived from the budget for the next three to fifteen years. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash inflows and the growth rate used for extrapolation purposes. The key assumptions used to determine the recoverable amount for the different cash-generating units, including a sensitivity analysis, are further explained in Note 8. Provisions The assumptions that have significant influence on the amount of the provisions are the estimated costs, the timing of the cash outflows and the
Etex Annual Report 2013
discount rate. These assumptions are determined based on the most appropriate available information at reporting date. Further details about the assumptions used are given in Note 19. Employee benefits The measurement of the employee benefits is based on actuarial assumptions. Management believes that the assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases used for these actuarial valuations are appropriate and justified. They are reviewed at each balance-sheet date. However, given the long-term nature of these benefits, any change in certain of these assumptions could have a significant impact on the measurement of the related obligations. Further details about assumptions used are given in Note 21. Recognition of deferred tax assets on tax losses carried forward Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgment is required to determine the amount of the deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. The potential utilisation of tax losses carried forward is based on budgets and forecasts existing at reporting date. Actual results could differ from these budgets with an impact on the utilisation of tax losses carried forward. Cash-settled share-based payment transaction The Group measures the cost of cash-settled transactions with employees by reference to the fair value of the equity instruments at each reporting date. Estimating fair value for share-based payment transactions requires determining the most
65
Financial report
appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and model used for estimating fair value for share-based payment transactions are disclosed in Note 22. Financial instruments To measure the fair value of financial assets that cannot be derived from active markets, management uses a valuation technique based on discounted future expected cash flows. The inputs of this model require determining a certain number of assumptions, including discount rate, liquidity risk and volatility, subject to uncertainty. Changes in these assumptions could have an impact on the measurement of the fair value. Further details are given in Note 16.5
D - Basis of consolidation Subsidiaries Subsidiaries are entities that are controlled, directly or indirectly, by the Company. Control is considered the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. It is presumed to exist when the Group has an interest of more than half of the voting rights, unless such ownership does not constitute control. Subsidiaries are fully consolidated from the date on which the Group obtains control, and are no longer consolidated from the date that control ceases. The financial statements of the subsidiaries are prepared for the same reporting year as the Company, using consistent accounting policies. All inter-company transactions and balances, income and expenses and profits and losses resulting from intra-group transactions that are recognised in assets, are eliminated. Unrealised losses arising from transactions with subsidiaries are also eliminated, but only to the extent that there is no evidence of impairment. The equity and net result attributable to noncontrolling interests are shown separately in the statement of financial position and income statement, respectively. Jointly controlled entities and equity accounted investees A joint venture is a contractual arrangement whereby the Group and other parties undertake,
66
directly or indirectly, an economic activity that is subject to joint control, i.e. where the strategic financial and operating policy decisions require the unanimous consent of the parties sharing control. Equity accounted investees are entities over which the Group has a significant influence by participating in the financial and operating policy decisions of the entity without controlling or jointly controlling those entities. Equity accounted investees are companies over which the Group generally holds between 20 per cent and 50 per cent of the voting rights. The Group’s interest in jointly controlled entities or equity accounted investees is consolidated using the equity method. Equity accounting starts when joint control or significant influence is established until the date it ceases. When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount is reduced to nil and recognition of any further losses is discontinued, except to the extent that the Group has an obligation or has made payments on behalf of the investees. The financial statements of these companies are prepared for the same reporting year as the Company, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. Unrealised gains arising from transactions with joint ventures and equity accounted investees are eliminated to the extent of the Group’s interest. Unrealised losses are eliminated the same way as unrealised gain but only to the extent that there is no evidence of impairment. The investments accounted for using the equity method include the carrying amount of any related goodwill.
E - Foreign operations The individual financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). Income statements of foreign entities are translated into the Group’s reporting currency at average exchange rates for the year. Assets and liabilities, including goodwill and fair value adjustments arising on consolidation are translated at exchange rates ruling on 31 December. The exchange differences arising on the translation are taken directly to a separate component of equity. On disposal of a non euro entity, the cumulative amount recognised in equity relating to that particular foreign operation is released to the income statement.
Etex Annual Report 2013
Financial report
F - Transactions in foreign currencies Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at exchange rates on 31 December are recognised in the income statement. Non-monetary assets and liabilities in a foreign currency are translated using the exchange rate at the date of the transaction.
G - Exchange rates The following exchange rates against â&#x201A;ŹÂ have been used in preparing the financial statements: 2012
2013
AVERAGE
END OF PERIOD
AVERAGE
END OF PERIOD
Argentinean peso
ARS
5.8436
6.3833
7.2971
8.9931
Chilean peso (000)
CLP
0.6248
0.6329
0.6593
0.7235
Chinese yuan
CNY
8.1099
8.3176
8.1667
8.4189
Colombian peso (000)
COP
2.3105
2.3330
2.4863
2.6573
Danish krone
DKK
7.4438
7.4610
7.4580
7.4593
Pound sterling
GBP
0.8111
0.8161
0.8491
0.8337
Hungarian forint
HUF
289.3034
292.3000
296.8524
297.0400
Indonesian rupiah (000)
IDR
12.0534
12.7140
13.8865
16.7648
Nigerian naira
NGN
204.0345
206.2500
211.7103
220.8860
Peruvian nuevo sol
PEN
3.3906
3.3632
3.5970
3.8422
Polish zloty
PLN
4.1839
4.0740
4.1987
4.1543
US dollar
USD
1.2857
1.3194
1.3286
1.3791
South African rand
ZAR
10.5542
11.1727
12.8513
14.5660
Etex Annual Report 2013
67
Financial report
Significant accounting policies The accounting policies have been applied consistently to all periods presented in the consolidated financial statements, and have been applied consistently by all entities. Certain comparatives have been reclassified to conform to current year’s presentation.
A - Property, plant and equipment Property, plant and equipment are measured at acquisition or construction costs less accumulated depreciation and impairment loss (see Note E). The cost of property, plant and equipment acquired in a business combination is the fair value as at the date of acquisition. After recognition, the items of property, plant and equipment are carried at cost and not revaluated. Costs include expenditures that are directly attributable to the acquisition of the asset; e.g. costs incurred to bring the asset to its working condition and location for its intended use. It includes the estimated costs of dismantling and removing the assets and restoring the sites, to the extent that the liability is also recognised as a provision. The costs of self-constructed assets include the cost of material, direct labour and an appropriate proportion of production overheads. Borrowing costs incurred and directly attributable to the acquisition or construction of an asset that takes a substantial period of time to get ready for its intended use, are capitalised as incurred. When all the activities necessary to prepare this asset are completed, borrowing costs cease to be capitalised. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the operating income in the year the asset is derecognised. Subsequent expenditures The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the Group and the costs of the item can be measured reliably. The carrying amount of the parts replaced is derecognised. All other costs are recognised in the income statement as an expense as incurred.
68
Assets held under finance lease Leases of property, plant and equipment where the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Property, plant and equipment acquired through a finance lease is recognised at the commencement of the lease term at the lower of the fair value of the leased asset and the present value of minimum lease payments, each determined at the date of inception of the lease. Subsequently, such assets are measured consistently with owned property, plant and equipment, except that the useful life is limited by the lease term if the transfer of ownership at the end of the lease term is not reasonably certain. The corresponding lease liabilities are included in non-current and current financial liabilities. 5 Depreciation Depreciation starts when an asset is available for use and is charged to the income statement on a straight-line basis over the estimated useful life. The depreciable amount of each part of property, plant and equipment with a cost that is significant in relation to the total cost of the asset is depreciated separately over its useful life on a straight-line basis. Costs of major inspections are depreciated separately over the period until the next major inspection. Temporarily idle assets continue to be depreciated. Estimated useful lives of the major components of property, plant and equipment are as follows: Lands (excluding lands with mineral reserves)
nil
Lands with mineral reserves
exploitation lifetime
Lands improvements and buildings
10 - 40 years
Plant, machinery and equipment
5 - 30 years
Furniture and vehicles
3 - 10 years
Mineral reserves, which are presented as “lands” of property, plant and equipment, are valued at cost and are depreciated based on the physical unit-ofproduction method over the estimated tons of raw materials to be extracted from the reserves. The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end.
B - Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is the fair value as at the date of acquisition. Following initial
Etex Annual Report 2013
Financial report
recognition, intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses (see Note E). Internally generated intangible assets are capitalised if the product or process is technically and commercially feasible and the Group has sufficient resources to complete development. Expenditure capitalised include the costs of materials, direct labour and an appropriate portion of overheads. The useful lives of intangible assets are assessed to be either finite or indefinite on the following bases: Patents, trademarks and similar rights
Indefinite
Software ERP
10 years
Other software
5 years
Development costs
15 years
Customer lists
3 - 15 years
Brands
15 years
Technology and design
15 years
Rights to exploit and extract mineral resources
usage
Intangible assets with finite lives are amortised over the useful economic life using the straight-line method. The estimated useful lives are reviewed at least at each reporting date. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and treated as changes in accounting estimates by changing the amortisation charge for the current and future periods. The amortisation expense is recognised in the income statement in the expense category consistent with the function of the asset.
C - Goodwill Goodwill represents the excess of the cost of a business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of a subsidiary, equity accounted investees or joint venture at the date of acquisition. Goodwill on acquisitions of equity accounted investee or joint ventures is included in the carrying amount of the investments. Goodwill on the acquisition of subsidiaries is presented separately, and is stated at cost less accumulated impairment losses (see Note E). If the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, this excess (frequently referred to as negative goodwill or badwill) is immediately
Etex Annual Report 2013
recognised in the profit and loss statement, after a reassessment of the fair values. Additional investments in subsidiaries in which the Company already has control are accounted for as equity transactions; any premium or discount on subsequent purchases of shares from minority interest are recognised directly in the Company’s shareholders equity.
D - Investment property Investment property is property held to earn rental income or for capital appreciation or for both and is valued at acquisition cost less accumulated depreciation and impairment losses. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met. Investment property is depreciated similar to owned property (see Note A). Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the income statement in the year of retirement or disposal. Transfers are made to investment property when there is a change in use, evidenced by ending of owner-occupation, commencement of an operating lease to another party or ending of construction or development. Transfers are made from investment property when there is a change in use, evidenced by commencement of owner-occupation.
E - Impairment of assets At each reporting date, the Group assesses whether there is any indication that an asset, other than inventories and deferred taxes, may be impaired. If any such indication exists, the recoverable amount of the asset (being the higher of its fair value less costs to sell and its value in use) is estimated. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the smallest cash-generating unit to which the asset belongs. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating
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unit is reduced to its recoverable amount. Impairment losses are recognised in the income statement. Where an impairment loss subsequently reverses, the carrying amount of the asset or cashgenerating unit is increased to the revised estimate of its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined had no impairment loss been recognised for that asset or cash-generating unit in prior periods. A reversal of an impairment loss is recognised immediately in the income statement apart from goodwill for which no such reversal is allowed. 5 Intangible assets with indefinite useful lives and intangible assets that are not yet available for use are tested for impairment annually either individually or at the cash-generating unit level. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be adequate. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis. Goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units, or groups of cashgenerating units, that are expected to benefit from the synergies of the combination. Impairment is determined by assessing the recoverable amount of the cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit (or group of cashgenerating units) is less than the carrying amount, an impairment loss is recognised. Where goodwill forms part of a cash-generating unit (or group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained. Financial assets When a decline in the fair value of an available-for-sale financial asset has been recognised directly in comprehensive
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income and there is objective evidence that the asset is impaired, the cumulative loss that has been recognised directly in comprehensive income is recognised in the income statement even though the financial asset has not been derecognised. The amount of the cumulative loss that is recognised in the income statement is the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in the income statement. The reversal of an impairment loss in respect of an investment in an equity instrument classified as available-for-sale, following an event occurring after the recognition of the impairment loss, is performed in comprehensive income. In the case of equity investments classified as available-for-sale, objective evidence would include a significant or prolonged decline in fair value of the investment below its cost.
F - Investments in debt and equity securities All purchases and sales of investments are recognised on trade date, which is the date that the Group commits to purchase or sell the asset. Investments in equity securities are undertakings in which the Group does not have significant influence or control. These investments are designated as available-for-sale financial assets, as they are not held for trading purposes. At initial recognition they are measured at fair value unless the fair value cannot be measured reliably in which case they are measured at cost. The fair value is determined by reference to their quoted bid price at reporting date. Subsequent changes in fair value, except those related to impairment losses which are recognised in the income statement, are recognised directly in comprehensive income. On disposal of an investment, the cumulative gain or loss previously recognised in comprehensive income is recognised in the income statement.
G - Government grants Government grants are recognised where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. When the grant relates to an asset, the grant value is recognised as a deferred income and is released to the income statement as a reduction of the depreciation charge over the expected useful life of the relevant asset by equal annual instalments. When the grant relates to a compensation of an expense, it is recognised as income over the period necessary to match the grant on a systematic basis to the costs incurred.
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Government grants that are expected to be released within twelve months after the reporting date are classified as other current liabilities. The other government grants are classified as non-current liabilities.
K - Share capital Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares or share options are recognised as a deduction of equity, net of tax effects.
H - Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories is assigned by using the weighted average cost method. The cost of inventories comprises all costs of purchases and other costs incurred in bringing the inventories to their present location and condition. For manufactured inventories, cost means full cost including all direct and indirect production costs required to bring the inventory items to the stage of completion at the reporting date. Allocation of indirect production costs is based on normal operating capacity. Borrowing costs are expensed as incurred. The costs of inventories may also include transfers from equity of any gain or loss on qualifying cash flow hedges on foreign currency purchases of inventory. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
I - Trade and other receivables Trade and other receivables are initially recognised at fair value which generally corresponds with the nominal value. Trade and other receivables are subsequently carried at amortised cost using the effective interest rate method. An impairment allowance is recognised for any uncollectible amounts when there is objective evidence that the Group will not be able to collect the outstanding amounts.
J - Cash and cash equivalents Cash and cash equivalents are readily convertible into known amounts of cash. Cash and cash equivalents comprise cash at banks and on hand and other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are not included in cash and cash equivalents but classified as current financial liabilities. For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. Cash and cash equivalents are carried in the statement of financial position at amortised cost.
Etex Annual Report 2013
Treasury shares Own equity instruments (treasury shares) are deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Dividends Dividends are recognised as liabilities in the period in which they are declared.
L - Provisions A provision is recognised when the Group has a legal or constructive obligation arising from past events for which it is probable the settlement will require an outflow of resources embodying economic benefits and a reliable estimate can be made on the amount of the obligation. Where the effect of the time value of money is material, the amount of the provision is the present value of the expenditure expected to be required to settle the obligation. The result of the yearly discounting of the provision, if any, is accounted for as financial result. Warranty provisions The Group recognises a provision to cover the costs arising from contractual obligation or established practice of repairing or replacing faulty or defective products sold on or before the reporting date. The estimate of warranty provision is based on past experience on the level of repairs, applied to past period sales that are still under warranty. 5 Restructuring provisions Restructuring provisions are recognised when one of the following conditions is met: • the decision to restructure is based on a detailed formal plan identifying at least: the business and the employees concerned, the expected expenditures and the expected date of implementation, • there is a valid expectation that the plan will be carried out to those affected by it by the reporting date, • the restructuring has either commenced or has been announced publicly.
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Any restructuring provision only includes the direct expenditure arising from the restructuring which is necessarily incurred and is not associated with the ongoing activities of the Group. Emission rights The initial allocation of emission rights granted is recognised at nominal amount (nil value) and is subsequently carried at cost. Where the Group has emitted CO2 in excess of the emission rights granted, it will recognise a provision for the shortfall based on the market price at that date. The emission rights are held for compliance purposes only and therefore the Group does not actively trade these in the market. Other provisions These captions include provisions for claims and litigation with customers, suppliers, personnel, tax authorities and other third parties. It also includes provisions for onerous contracts, for guarantees given to secure debt and commitment of third parties when they will not fulfil their obligation and for site restoration costs. A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. A provision for site restoration costs in respect of contaminated land is recognised whenever the Group has a legal obligation to clean the land or where there is an intention to sell the land. Provisions that are expected to be settled within twelve months after the reporting date are classified as other current liabilities. The other provisions are classified as non-current liabilities.
in the notes to the financial statements, unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognised in the financial statements but are disclosed if the inflow of economic benefits is probable.
N - Post employment benefits and other long-term employee benefits Defined benefits plans Some Group companies provide pension or medical plans for their employees which qualify as defined benefits plans. The net obligation resulting from these plans, which represents the amount of future benefits that employees have earned in return of their service in the current and prior periods, are determined separately for each plan by a qualified actuary using the projected unit credit method. The calculations are based on actuarial assumptions relating to mortality rates, rates of employee turnover, future salary levels and medical costs increase which reflect the economic conditions in each country or entity. Discount rates are determined by reference to the market yields at the reporting date on high quality corporate bonds or to the interest rates at the reporting date on government bonds where the currency and terms of the bonds are consistent with the currency and estimated terms of the defined benefit obligation. Re-measurements, comprising of actuarial gains and losses (excluding net interest), are recognized immediately in the statement of financial position with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.
M - Contingencies A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the entity; or a present obligation that arises from past events but is not recognised because: • it is not probable that an outflow of resources embodying economic benefit will be required to settle the obligation, • or the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognised in the statement of financial position. They are disclosed
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Past service costs are recognised in profit or loss on the earlier of: • the date of the plan amendment or curtailment, and • the date that the Group recognises restructuringrelated costs Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the following changes in the net defined benefit obligation under: • Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine
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settlements in operating income before nonrecurring items • Net interest expense in interest expenses. The defined benefit liability is the aggregate of the present value of the defined benefits obligation reduced by past service cost not yet recognised and the fair value of plan assets out of which the obligations are to be settled directly. If such aggregate is negative, a net pension asset is recorded only to the extent that it does not exceed the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan and any unrecognised past service costs. Defined contributions plans In addition to the defined benefits plans described above, some Group companies sponsor defined contributions plans based on local practices and regulations. The Group’s contributions to defined contributions plans are charged to the income statement in the period in which the contributions are due. Other long term benefits plans Other long term obligations include the estimated costs of early retirement for which a constructive obligation exists at reporting date. Short term benefits Short term employee benefits are measured on an undiscounted basis and are expensed as the related service is provided. A provision is recognised for the amount expected to be paid under short term cash-bonus plans if the Group has a present and constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be measured reliably. Termination benefits Termination benefits are recognised as an expense when the Group is demonstrably committed without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date.
O - Employee benefits – Share based payment transactions The Group operates various share-based compensation plans which qualify as equity-settled transactions with a cash alternative. In addition to the shares options, beneficiaries receive put options
Etex Annual Report 2013
which entitle them to a cash payment, and as management assumes that most of these put options will be exercised, the Company accounts for the grants as a cash-settled transaction. The services received and the liability incurred are measured initially at fair value at the grant date using the Black and Sholes method taking into account the terms and conditions upon which the instruments were granted. The initial fair value is expensed over the period until vesting. The fair value of the liability is re-measured at each reporting date up to and including the settlement. Any changes in fair value of the liability are recognised in the income statement.
P - Financial liabilities Bank loans and other borrowings Bank loans and other borrowings are recognised initially at the fair value of the consideration received, net of transaction costs incurred. In subsequent periods, bank loans and other borrowings are stated at amortised cost, with any difference between costs and redemption value being recognised in the income statement, using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process. These liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. Finance lease liabilities Financial liabilities resulting from a finance lease are recognised, along with the related assets, at an amount equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments. The minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. The lease payments due within twelve months are included in current financial liabilities.
Q - Trade and other payables Trade and other payables are initially recognised at fair value which generally corresponds with the nominal value. They are subsequently carried at amortised cost using the effective interest rate method.
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R - Risk Management The Group has exposure to the following risks from its business activities and use of financial instruments in running and managing its business: a. Market risk b. Credit risk c. Liquidity risk d. Capital risk The Group’s risk management policies have been established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly in the light of market conditions and changes in the Group’s activities. a. Market risk Market risk is the risk that changes in the market prices, such as foreign exchange rates, interest rates and equity prices, will (positively or negatively) affect the Group’s income or expenses or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. The Group creates financial assets and incurs financial liabilities in the ordinary course of business. It buys and sells derivatives in order to manage market risk. Generally, the Group seeks to apply hedge accounting to allow it to offset, at maturity, the gains or losses on the hedging contracts against the value of costs and revenue. Hedge accounting enables it to manage volatility in the income statement. 5 Currency risk In its operations, the Group is exposed to currency risk on sales, purchases and borrowings. The translation of local statements of financial position and income statements into the Group reporting currency leads to currency translation effects. If the Group hedges net investments in foreign entities with foreign currency borrowings or other instruments, the hedges of net investments are accounted for similarly to cash flow hedges. All foreign exchange gains or losses arising on translation are recognised in equity and included in cumulative translation differences. Due to the nature of the Group’s business, a high proportion of revenues and costs is in local currency, thus transaction risk is limited. Where Group entities have expenditures and receipts in different foreign currencies, they enter into derivative contracts
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themselves or through the Group’s treasury centre to hedge their foreign currency exposure over the following months (based on forecasted purchases and sales). These derivatives are designated either as cash flow hedges, fair value hedges or non hedging derivatives. Interest rate risk The Group’s primary source of funding is floating rate bank debt. Therefore it is exposed to the risk of changes, beneficial or adverse, in market interest rates. The Group’s long-term borrowings have been raised by companies in Belgium, Chile, and Germany. To manage its interest costs, the Group has entered into interest rate swaps. The hedges ensure that the major part of the Group’s interest rate cost on borrowings is on a fixed rate basis. The timing of such hedges is managed so as to lock interest rates whenever possible. Equities and securities risk Equity price risk arises from available-for-sale equity securities. In general, the Group does not acquire any shares or options on shares or other equity products, which are not directly related to the business of the Group. b. Credit risk Credit risk is the risk of financial loss to the Group if a customer or finance counterparty to a deposit, lending or derivative instrument fails to meet its contractual obligations. It arises principally from the Group’s receivables from customers and from bank deposits and investment securities. It also includes the risk that a financial counterparty may fail to meet its obligation under a financial liability. The Group constantly monitors credit risk, and ensures that it has no excessive concentration of credit risk with any single counterparty or group of connected counterparties. To manage the risk of customer default, the Group periodically assesses the financial reliability of customers, and establishes purchase limits for each customer. The Group establishes allowances for impairment that represent its estimate of incurred losses in respect of trade and other receivables and investments. The main components of these allowances 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 have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets.
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Finance counterparties consist of a number of major financial institutions. The Group does not expect any counterparties to fail to meet their obligations, including their lending obligations, given their high credit risk ratings. Nevertheless, the Group seeks to spread its interactions with the banking world on a sufficient number of market players to mitigate the risk of a potential default. c. Funding and long term liquidity risk Funding risk is the risk that the Group will be unable to access the funds that it needs when it comes to refinance its debt or through the failure to meet the terms of its main syndicated credit facility. A summary of the terms of the facility are to be found in note 23 on financial debts. Refinancing risk is managed through developing and maintaining strong bank relationships with a group of financial institutions and through maintaining a strong and prudent financial position over time. 5Long term liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, and so avoid incurring unacceptable losses or risking damage to the Group’s reputation. Short term liquidity risk is managed on a daily basis with funding needs being fully covered through the availability of credit lines. Cash is maintained, where necessary, to guarantee the solvency and financial flexibility of the Group at all times. d. Capital risk The Group’s primary objective when managing capital is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to it, in the light of changes in economic situations.
S - Derivative financial instruments The Group uses derivative financial instruments such as forward exchange contracts and interest rate swaps to hedge its risk associated with foreign currency and interest rate fluctuations. In accordance with its treasury policy, the Group does not hold derivative financial instruments for trading purposes. Derivative financial instruments that do not qualify for hedge accounting are
Etex Annual Report 2013
accounted for as financial assets and liabilities at fair value through profit and loss. Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into. The fair value of derivative financial instruments is either the quoted market price or is calculated using pricing models taking into account current market rates and current creditworthiness of the counterparties. Subsequently to initial recognition, derivative financial instruments are stated at fair value at the reporting date. The fair value of forward exchange contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to market values for similar instruments. Derivative financial instruments are stated at cost if their fair value cannot be measured reliably. Gains or losses on re-measurement to fair value are recognised immediately in the income statement unless the derivative qualifies for hedge accounting whereby recognition is dependent on the nature of the item being hedged. On the date a derivative contract is entered into, the Group designates certain derivatives either as: • a hedge of a particular risk associated with a recognised asset or liability or highly probable forecasted transaction, such as variability in cash flows of future interest payments on a floating rate debt (cash flow hedge), or • a hedge of a net investment in a foreign entity. A derivative instrument is accounted for as a hedge, when: • The hedging relationship is documented as of its inception. • The hedging is highly effective in achieving its objective. • The effectiveness can be reliably measured. For a cash flow hedge, the forecasted transaction which is the subject of the hedge must be highly probable. 5 Cash flow hedge Changes in the fair value of derivatives that are designated and qualify as cash flow hedges and that are effective are recognised in equity. Where the firm commitment results in the recognition of a non-financial asset, for example property, plant equipment or inventory, or a non-financial liability, the gains or losses previously recognised
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in equity are transferred from equity and included in the initial measurement of the non-financial asset or liability. Otherwise, amounts recognised in equity are transferred to the income statement and classified as revenue or expense in the same periods during which the cash flows, such as interest payments, or hedged firm commitments, affect the income statement. Any ineffective portion is reported immediately in the income statement. When a hedging instrument is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the committed transaction ultimately is recognised in the income statement. However, if a committed transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement. Net investment hedge Foreign currency differences arising on the retranslation of a financial liability designated as a hedge of a net investment in a foreign operation that are effective, are recognised in equity and included in cumulative translation differences. The amounts deferred in equity are transferred to the income statement on disposal of the foreign entity. Certain derivative transactions, while providing effective economic hedges under the Group’s risk management policies, may not qualify for hedge accounting. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the income statement. The changes in fair value that are recognised in profit and loss of the period are classified in operating result if the derivative relates to a non-financial asset and in financial result if the derivative relates to a financing transaction.
T - Income taxes Income taxes include current and deferred income taxes. Current income taxes Current tax is the expected tax payable on taxable income for the year, and any adjustment to tax payable in respect of previous years. Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.
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Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend. Deferred income taxes Deferred income taxes are calculated, using the balance sheet liability method, on all temporary differences arising between the carrying amounts of assets and liabilities in the consolidated statement of financial position and their tax base. The amount of deferred tax provided is based on the expected manner of realisation of the carrying amount of assets and liabilities, using the tax rates enacted or substantially enacted at the reporting date. 5 Deferred tax liabilities are recognised, except: • where the temporary differences arise from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction that affects neither accounting profit nor taxable profit on that date. • in respect of taxable temporary differences associated with investments in subsidiaries, equity accounted investees and interest in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognised only when it is probable that taxable profits will be available in the coming 3 years, against which the deductible temporary difference or the tax loss to be carried forward can be utilised, except: • where the temporary differences arise from the initial recognition of an asset or liability in a transaction that affects neither accounting profit nor taxable profit on that date. • in respect of deductible temporary differences associated with investments in subsidiaries, equity accounted investees and interest in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date to assess the probability that sufficient taxable profit will be available to allow deferred taxes to be utilised. Deferred tax is recognised in the income statement, except when it relates to items credited
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or charged directly to equity, in which case the deferred tax is treated accordingly. Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same tax authority.
U - Revenue Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably. Sales of products Revenue from sales of goods is recognised in the income statement net of sales taxes and discounts when delivery has taken place and the transfer of risks and rewards of ownership has been completed. Construction contracts A limited number of activities of the Group are construction contract driven. Consequently contract revenue and contract costs are recognised in the income statement on the percentage-of-completion method, with the stage of completion being measured by reference to actual work performed to date. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of the contract expenses that are recoverable. In the period in which it is determined that a loss will result from the performance of a contract, the entire amount of the estimated ultimate loss is charged to the income statement. Rental income Rental income arising on investment properties is accounted for on a straight-line basis over the lease terms on ongoing leases. Interest income Interest is recognised on a time proportion basis that reflects the effective yield on the asset. Dividends Dividends are recognised when the Group’s right to receive payment is established.
V - Expenses Operating lease payments Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease.
Etex Annual Report 2013
Lease incentives received are recognised in the income statement as an integral part of the total lease expense. Finance income and expenses Finance costs comprise: • interest payable on borrowings calculated using the effective interest rate method; • foreign exchange gains and losses on financial assets and liabilities; • gains and losses on hedging instruments that are recognised in the income statement; • the expected return on plan assets; and • interest costs with respect to defined benefit obligations. The interest expense component of finance lease payments is recognised in the income statement using the effective interest rate method.
W - Non-current assets held for sale and discontinued operations Non-current assets (or disposal groups) are classified as held for sale and stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is to be recovered principally through a sale transaction rather than through continuing use. A discontinued operation is a component of the Group business that represents a separate major line of business or geographical area of operations or a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operations meet the criteria to be classified as held for sale, if earlier. A disposal group that is to be abandoned may also qualify.
X - Future changes in accounting policies New or amended standards and interpretations issued up to the date of issuance of the Group’s financial statements, but not yet effective for 2013 financial statements, which we believe are applicable to the Group are listed below: • IFRS 9 Financial Instruments, not yet endorsed by the EU, effective date has been postponed and has not yet been determined • IFRS 10 Consolidated Financial Statements, effective 1 January 2014 • IFRS 11 Joint Arrangements, effective 1 January 2014 • IFRS 12 Disclosure of Interests in Other Entities, effective 1 January 2014
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• IFRS 10-12 - Transition Guidance, effective 1 January 2014 • IFRS 10, IFRS 12 and IAS 27 - Investment Entities, effective 1 January 2014 • IAS 19 Employee Benefits – Defined benefit Plans: Employee Contributions, not yet endorsed by the EU, effective 1 July 2014 • IAS 27 Separate Financial Statements, effective 1 January 2014 • IAS 28 Investments in Associates and Joint Ventures, effective 1 January 2014 • IAS 32 Financial Instruments - Presentation: Offsetting Financial Assets and Financial Liabilities, effective 1 January 2014 • IAS 36 Impairment of Assets - Recoverable Amount Disclosures for Non-financial Assets, effective 1 January 2014 • IAS 39 Financial Instruments: Recognition and Measurement - Novation of Derivatives and Continuation of Hedge Accounting, effective 1 January 2014 • IFRIC 21 Levies, not yet endorsed by the EU, effective 1 January 2014 • Annual Improvements to IFRSs 2010-2012 Cycle (Issued December 2013), not yet endorsed by the EU, effective 1 July 2014 • Annual Improvements to IFRSs 2011-2013 Cycle (Issued December 2013), not yet endorsed by the EU, effective 1 July 2014 The Group is currently assessing the impact of these new standards and amendments on the consolidated financial statements.
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6.2.3
Explanatory notes
Note 1 – Revenue Revenue by activity IN THOUSANDS OF EUR
2012
2013
941,623
908,155
Cladding and Building Boards
1,458,280
1,410,180
Fire Protection and Insulation
380,280
385,229
Ceramic Tiles
210,286
231,884
Others
177,555
110,195
3,168,024
3,045,643
Roofing
Total
Revenue by geographical area IN THOUSANDS OF EUR
2012
2013
France
624,778
593,334
Germany
497,671
483,369
United Kingdom
361,388
361,415
Benelux
186,744
181,024
Poland
101,086
92,818
Other Europe
409,002
401,740
Chile
261,703
192,136
Argentina
149,758
171,358
Nigeria
113,132
99,680
Peru
110,155
107,788
Colombia Rest of the World Total
89,451
98,044
263,156
262,937
3,168,024
3,045,643
Note 2 – Operating charges by nature The Group’s major operating charges by function in 2013 are as follows: PERSONNEL & TEMPORARY
DEPRECIATION & IMPAIRMENT
GOODS & MATERIALS
ENERGY
TRANSPORT & TRAVEL
OTHERS
TOTAL
Cost of sales
-387,071
-135,968
-938,043
-232,296
-249,856
-269,763
-2,212,997
Distribution expenses
-210,702
-15,845
-
-1,114
-21,433
-134,528
-383,622
Administrative and general expenses
-108,111
-9,792
-
-1,092
-6,074
-62,384
-187,453
-26,441
-6,843
-
-79
-1,485
-13,219
-48,067
-
-6,892
-
-
-
8,766
1,874
-732,325
-175,340
-938,043
-234,581
-278,848
-471,128
-2,830,265
IN THOUSANDS OF EUR
Other operating charges Non recurring items Total
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The Group’s major operating charges by function in 2012 are as follows: PERSONNEL & TEMPORARY
DEPRECIATION & IMPAIRMENT
GOODS & MATERIALS
ENERGY
TRANSPORT & TRAVEL
OTHERS
TOTAL
Cost of sales
-401,355
-131,981
-1,026,871
-227,926
-251,884
-248,472
-2,288,489
Distribution expenses
-195,643
-17,661
-
-1,103
-18,927
-138,038
-371,372
Administrative and general expenses
-108,984
-9,893
-
-939
-6,740
-84,899
-211,455
-16,612
-8,863
-
-119
-2,074
-19,648
-47,316
-
-4,814
-
-
-
-378
-5,192
-722,594
-173,212
-1,026,871
-230,087
-279,625
-491,435
-2,923,824
IN THOUSANDS OF EUR
Other operating charges Non recurring items Total
Certain comparative amounts have been reclassified in the above table in order to confirm the current year presentation.
The Group’s total personnel expenses, are made up of the following elements: IN THOUSANDS OF EUR
2012
2013
Wages and salaries
-533,232
-541,858
Social security contributions
-126,506
-130,188
Contributions to defined contribution plans
-9,559
-8,157
Charges for defined benefit plans (service cost)
-7,423
-6,062
Restructuring and termination charges
-4,638
-4,251
Other employee benefits expenses
-29,639
-32,022
Total employee benefits expenses
-710,997
-722,538
The number of the Group’s employees is split into the following categories: 2012
2013
11,601
11,004
Sales and marketing
4,101
4,252
Administration and research
2,369
2,186
18,071
17,442
Production
Average number of personnel
Note 3 – Other operating charges and income Certain comparative amounts have been reclassified in the table below in order to confirm the current year presentation. IN THOUSANDS OF EUR
2012
2013
Research
-14,819
-15,280
Restructuring charges
-10,703
-6,485
Impairments
-5,351
-3,714
Environmental remediation
-4,863
-6,473
Other operating taxes
-2,789
-2,350
Direct expenses arising from investment properties
-769
-807
Loss on disposal of assets
-547
-424
-7,475
-12,534
-47,316
-48,067
Miscellaneous Total other operating charges
80
Etex Annual Report 2013
Financial report
Restructuring charges in 2013 mainly relate to the ceramics business in Argentina (€ 3,162 thousand) and fibre cement and clay tiles activities in Germany (€ 2,614 thousand). Current year’s impairment relate to the fire protection activity in the UK, including the closure of one board production line in Glasgow (€ 1,544 thousand), and further steps after the closure of a board factory in Blackburn in 2012 (€ 1,737 thousand). Impairments in 2012 included € 1,500 thousand for one fibre cement production line in Spain, floor and carpet lines in Chile, production equipment in China, and a parcel of land in Ireland.
IN THOUSANDS OF EUR
2012
2013
Income from investment property
1,314
1,517
Government grant amortisation
1,989
2,526
Royalties and license income
820
220
Amounts recovered from insurance companies
788
1,524
Gain on disposal of assets
2,386
4,259
Past service gain / Settlements
5,846
2,568
Miscellaneous
6,310
8,347
19,453
20,961
Total other operating income
Note 4 – Non recurring items IN THOUSANDS OF EUR
2012
2013
3,627
5,444
Gains / Losses on disposal of businesses
23,059
-4,863
Total gains and losses on disposal of assets and businesses
26,686
581
Insurance compensation
-
3,800
Major restructuring costs
-5,192
-10,643
-
8,717
Total other non recurring items
-5,192
1,874
Non recurring items
21,494
2,455
Gain on disposal of assets
Litigation provision
In 2013, the Group pursued its policy of selling surplus land: the gain on disposal of assets relates to the sale of a piece of land in Cartagena (Colombia) for € 5,444 thousand; in 2012 this related to the sale of surplus land in Winnenden (Germany). On 4 August 2013 the Group divested La Chape Liquide and Gyvlon subsidiaries that manufacture and sell anhydrite floor screed binders in Europe. This operation generated a loss of € 4,863 thousand. In 2012, the gain on disposal of business was realised on the sale of Etex 60% interest in Vinilit SA to the Aliaxis Group. As a result of fire damage on its Malsh site, Creaton (Germany) obtained an insurance compensation in 2013 for property damage which amounted to € 3,800 thousand, net of the relevant costs and impairment of assets. As part of the on going restructuring process of the Group, only factory closures are disclosed under non recurring items. The closure of a slate factory in Widnes (UK) led to restructuring costs of € 9,088 thousand out of which € 4,863 thousand relate to the impairment of tangible assets. In Chile, the carpet and flooring lines operated by the company Etersol will leave the Etex scope in the coming year; which resulted in the recognition of impairment costs and other provisions in 2013 non recurring for € 901 thousand and € 655 thousand respectively. The 2012 restructuring costs related to the closure of the fire protection board factory in Blackburn (UK) and the closure of the Pouillon plaster blocks factory in France.
Etex Annual Report 2013
81
Financial report
The litigation provision for the Eternit (Italy) SpA case (€ 28,717 thousand) has been reversed in 2013. The proceedings brought by a large number of civil parties against Etex in Turin, Italy, ended on 3 June 2013 following the passing away of Mr. Louis de Cartier. Etex had been sued as civilly liable for the alleged offences of Louis de Cartier in relation to the alleged environmental disaster and unhealthy working conditions of Eternit (Italy) SpA. As a result of the death of Louis de Cartier, these proceedings against Etex ended and the provisional amount which it had been ordered to pay in first instance was no longer due. An additional provision was set up in 2013 for € 20,000 thousands relating to a commercial litigation in South America. In accordance with IAS 37.92, Etex does not provide further information on these investigations, probabilities and associated financial impacts in order not to affect the final resolution of this litigation; as a more detailed disclosure could seriously prejudice the position of Etex in this case.
Note 5 – Finance income and expense IN THOUSANDS OF EUR
Interest income from receivables, deposits and cash and cash equivalents (loans and receivables)
2012
2013
3,341
3,152
Positive impact of change in discount rate of long term provisions
1
109
Positive fair value adjustments of interest rate contracts (held for trading at fair value through profit and loss)
-
2,374
Other interest related income
48
48
3,390
5,683
Interest expense on financial liabilities measured at amortised cost
-52,558
-57,726
Net interest expense on employee benefits
-13,286
-10,417
Unwinding of discount long term provisions
-1,688
-1,616
Negative impact of change in discount rate of long term provisions
-2,235
-2,097
Interest income
Negative fair value adjustments of interest rate contracts (held for trading at fair value through profit and loss) Other interest related charges Interest expense Dividend income from shares in non consolidated companies (available-for-sale)
-480
-
-5,941
-6,014
-76,188
-77,870
76
3
Other finance income
36,674
11,324
Other finance income
36,750
11,327
Net foreign exchange losses (loans and receivables)
-1,805
-740
Net foreign exchange losses (liabilities at amortised cost)
-2,721
-5,127
Impairment of shares in non consolidated companies (available-for-sale)
-1,697
-33
-666
-499
Other finance expense Other finance expense Net finance costs
-6,889
-6,399
-42,937
-67,259
The higher interest expense on financial liabilities measured at amortised cost is impacted by a proportional higher debt in Latin America, the full year interest impact on the Belgian retail bond and on the German Schuldschein loans. It includes the effect of interest rate financial instruments hedging the Group’s interest rate risk: € 12,125 thousand paid in 2013 (€ 11,974 thousand paid in 2012). The other interest related charges mainly include upfront fee expenses for € 5,679 thousand (€ 4,979 thousand in 2012) in connection with external financial debt which are amortised over the duration of the loan or bond. The gain on the disposal of the Aliaxis shares for € 36,451 thousand is presented in 2012 other finance income. Foreign exchange gains and losses are presented net of the effect of foreign exchange derivative instruments. The exchange loss on Euro debt in Chilean subsidiary for € 4,065 thousand (€ 1,813 thousand in 2012) is partly offset by the exchange gain on cross currency interest rate swaps hedging the currency risk. Certain comparative amounts have been reclassified in the above table in order to confirm the current year presentation, more specifically interest expense (€ -55,271 thousand) and interest income (€ 41,985 thousand) related to post employment benefit have been netted to reflect the changes of IAS19R.
82
Etex Annual Report 2013
Financial report
Note 6 – Income tax expense IN THOUSANDS OF EUR
Current income tax charge for the year Adjustments to current income tax of previous years Current income tax expense Origination and reversal of temporary differences Net effect on deferred tax assets Net effect of changes in tax rates on deferred tax Deferred income tax expense Total income tax expense
2012
2013
-69,861
-57,289
626
2,420
-69,235
-54,869
6,048
16,000
-9,695
-1,978
3,149
-375
-498
13,647
-69,733
-41,222
The reconciliation between the effective income tax expense and the theoretical income tax expense is summarised below. The theoretical income tax expense is calculated by applying the domestic nominal tax rate of each Group entity to their contribution to the Group profit before income tax and before share of the profit in equity accounted investees.
IN THOUSANDS OF EUR
2012
2013
Profit before income tax and before share of profit in equity accounted investees
247,402
169,661
Theoretical income tax expense (nominal rates)
-67,987
-48,835
27.5%
28.8%
Non deductible expenses
-8,686
-10,819
Tax on profit distribution inside the Group
-1,294
-1,637
Non taxable profit on sale of Aliaxis shares
12,399
-
Other tax deductions
10,532
23,756
Weighted average nominal tax rate % Tax impact of
Unrecognised deferred tax assets on current year losses
-16,445
-16,249
Recognition of previously unrecognised deferred tax assets
9,604
14,334
Derecognition of previously recognised deferred tax assets
-2,854
-63
3,149
-375
Net effect of changes in tax rates on deferred tax Adjustments to prior year income tax Other tax adjustments Income tax expense recognised in the income statement Effective tax rate %
-8,058
505
-93
-1,839
-69,733
-41,222
28.2%
24.3%
Income tax recognised directly in equity is related to: IN THOUSANDS OF EUR
Actuarial gains (losses) on post employment benefit plans Gains (losses) on financial instruments - cash flow hedging Total
Etex Annual Report 2013
2012
2013
20,349
-17,081
4,329
-1,973
24,678
-19,054
83
Financial report
Note 7 – Property, plant and equipment IN THOUSANDS OF EUR
LAND AND BUILDINGS
PLANT, MACHINERY, EQUIPMENT
FURNITURE, VEHICLE
OTHER PROPERTY, PLANT, EQUIPMENT
UNDER CONSTRUCTION
TOTAL
At 31 December 2011 Gross book value Accumulated depreciation Accumulated impairment loss Net book value Of which leased assets
1,019,803
2,308,842
165,008
25,769
143,549
3,662,971
-428,248
-1,309,055
-142,057
-15,009
-
-1,894,369
-2,653
-35,431
-271
-52
-11,598
-50,005
588,902
964,356
22,680
10,708
131,951
1,718,597
3,269
24,048
1,800
-
-
29,117 191,711
Additions
28,223
99,819
16,096
665
46,908
Disposals
-3,438
-838
-430
-401
-13
-5,120
Changes in the scope of consolidation
-7,495
-3,380
-103
-82
-914
-11,974
Transfer between captions Depreciation for the year Impairment loss of the year Reversal impairment loss Translation differences
12,834
95,666
1,306
57
-102,164
7,699
-31,893
-99,934
-8,391
-1,811
-
-142,029
-717
-8,061
-384
-
-16
-9,178
-
91
-
-
276
367
4,742
10,674
384
47
3,652
19,499
At 31 December 2012 Gross book value Accumulated depreciation Accumulated impairment loss
1,045,397
2,469,834
172,121
25,358
91,017
3,803,727
-451,004
-1,370,726
-140,646
-16,116
-
-1,978,492
-3,235
-40,715
-316
-57
-11,338
-55,661
591,158
1,058,393
31,159
9,185
79,679
1,769,574
2,684
39,516
1,751
-
-
43,951
Additions
41,358
104,153
10,542
193
42,775
199,021
Disposals
-1,626
-2,997
-517
-5
-
-5,145
187
-8,648
251
-20
5
-8,225
Net book value Of which leased assets
Changes in the scope of consolidation Transfer between captions
20,702
8,509
1,004
44
-33,754
-3,495
-32,930
-102,634
-8,392
-1,687
-
-145,643
Impairment loss of the year
-747
-9,133
-19
-3
16
-9,886
Reversal of impairment loss
972
1,005
26
-
-
2,003
-22,370
-40,069
-1,232
-135
-6,115
-69,921
Depreciation of the year
Translation differences At 31 December 2013 Gross book value Accumulated depreciation Accumulated impairment loss Net book value Of which leased assets
1,076,194
2,432,939
169,700
24,970
83,889
3,787,692
-477,097
-1,381,144
-136,570
-17,340
-
-2,012,151
-2,391
-43,223
-305
-56
-1,283
-47,258
596,706
1,008,572
32,825
7,574
82,606
1,728,283
1,801
32,058
639
-
-
34,498
The 2013 capital expenditure program focused on the Cladding and Building Boards segment with new plasterboard lines in progress in Brazil and Peru, new fibre-cement lines in Indonesia and Colombia and new processes in Nigeria as well as an additional cladding line in Chile. Excluding the disposal of assets relating to the divestments of La Chape Liquide and Gyvlon subsidiaries (see note 4, net book value of disposed assets amounts to € 1,152 thousand), the disposal proceeds of property, plant and equipment in 2013 amount to € 6,991 thousand, resulting in a net gain of € 2,998 thousand. In 2012, the proceeds amounted to € 9,731 thousand with a net gain of € 4,611 thousand.
84
Etex Annual Report 2013
Financial report
Impairment testing In December 2013, impairment reviews were performed for a certain number of assets where impairment indicators arose. The carrying value of capital employed has been compared with the recoverable amount of the cash-generating unit. This review did not result in any impairment. The recoverable amount of the cash-generating units was based on its value in use. The value in use was determined by discounting the future cash flows generated from the continuing use of the unit and was based on the following key assumptions, excluding Argentina (where discount rate amounts to 25% and growth rate is consistent with inflation): • cash flows were projected based on actual operating results and the 3 year business plan (extended to 10 years when the financial projections of a long-term strategy development is available for the cash-generating unit), • cash flows for further periods were extrapolated using a constant growth rate in a range of 2 % to 5 % depending on the countries involved and their respective inflation rates, • cash flows are discounted using the weighted average cost of capital (WACC) in a range of 9.83 % to 12.75 % depending on the countries involved (a range of 9.3 % to 13.65 % in 2012). In connection with the impairment testing process, the future cash flows were subjected to stress tests that included changes in individual macroeconomic parameters as part of a sensitivity analysis. More specifically, an increase of 100 basis points in the weighted average cost of capital (WACC) indicated a potential need for an impairment charge of € 4.5 million.
Note 8 – Goodwill and business combinations 8.1 Reconciliation of the carrying amount of goodwill IN THOUSANDS OF EUR
Gross book value
2012
2013
264,872
262,631
Accumulated impairment losses
-21,501
-21,689
Net book value at the beginning of the year
243,371
240,942
Additions through business combinations Translation differences Disposals
-
4,776
-2,429
-3,623
-
-11,347
Net book value at the end of the year
240,942
230,748
Gross book value
262,631
252,264
Accumulated impairment losses
-21,689
-21,516
The € 11,347 thousand disposal movement relates to the divested La Chape Liquide and Gyvlon subsidiaries to which part of the Gypsum Europe goodwill value had been allocated. The main components of the carrying amount of goodwill are the following: IN THOUSANDS OF EUR
2012
2013
Creaton, Germany (2005)
92,893
92,893
Gypsum Europe (2011)
62,839
51,492
Gypsum Brazil (2011)
20,003
16,688
Cafco (2007)
16,199
16,199
Microtherm (2010)
14,832
14,832
Projiso (2006)
11,196
11,196
Ivarsson, Denmark (2005)
8,520
8,522
Intumex (2000)
8,504
8,504
-
4,466
A+B (2013) Others Total
Etex Annual Report 2013
5,956
5,956
240,942
230,748
85
Financial report
8.2 Business combinations In May 2013 Promat UK integrated the assets and business of Securiglass, a UK leading producer specialising in the fire and smoke resistant glass market. Securiglass brings extensive technical knowledge offering and significant market share within the UK fire glazing market. The purchase price has been allocated to customer list. In August 2013, Promat International acquired the Russian based company A+B, a well-established producer of quality paints and sprays for passive fire protection, with operations in Russia and Ukraine. The purchase price has been allocated to customer list and goodwill. The integration of this business represents an increase of € 3,291 thousand in sales and € 101 thousand in operating income for 2013. Had A+B been acquired at the first of January 2013, sales and operating income would amount to € 10,287 thousand and € 961 thousand respectively. A portion of the purchase price has not yet been paid in 2013 but is subject to future payment in 2014 (€ 3,000 thousand, included in other current liabilities) and in 2016 (€ 1,000 thousand, included in other non current liabilities). The fair value of the identifiable assets and liabilities of the Securiglass and A+B businesses as at the date of acquisition were:
IN THOUSANDS OF EUR
A+B
SECURIGLASS
2013
Non-current assets
6,346
2,362
8,708
Property, plant and equipment
1,161
331
1,492
Intangible assets
5,134
2,031
7,165
48
-
48
3
-
3
Current assets
7,175
1,598
8,773
Inventories
2,276
377
2,653
Trade and other receivables
4,352
1,221
5,573
547
-
547
13,521
3,960
17,481
Non-current liabilities
997
-
997
Deferred tax liabilities
997
-
997
Current liabilities
3,924
721
4,645
Trade and other liabilities
3,924
721
4,645
TOTAL LIABILITIES
4,921
721
5,642
Net identifiable assets and liabilities
8,600
3,239
11,839
Group share
8,600
3,239
11,839
-
-
-
13,376
3,239
16,615
4,776
-
4,776
Investments in equity accounted investees Deferred tax assets
Cash and cash equivalents TOTAL ASSETS
Non-controlling interests Acquisition price satisfied in cash (Group share) Goodwill generated
86
Etex Annual Report 2013
Financial report
8.3 Acquisitions of non-controlling interests The domination agreement between Creaton AG and its majority shareholder Etex Holding GmbH in Germany (August 2007) stipulates that the preference shareholders, which have no voting rights, are entitled to either sell their shares at a fixed price of € 28.17 or receive a guaranteed fixed dividend of € 1.27 per share. In the course of 2013, shareholders of Creaton AG owning 2,152 shares (2012: 2,760 shares) have accepted the offer and the financial liability has been reduced accordingly. The long term financial liabilities for the remaining redeemable preference shares that result from the domination agreement amounts to € 6,886 thousand at the end of 2013 (2012: € 6,948 thousand). It is disclosed in note 23. Throughout the year, change of minority interests resulting from capital increases in companies that were already controlled by the Group have been recognised as equity transactions for € 269 thousand.
8.4 Impairment testing of goodwill In December 2013, impairment reviews were performed by comparing the carrying value of capital employed including goodwill with the recoverable amount of the cash-generating unit to which goodwill has been allocated. Management determined that no impairment loss had to be recognised. The recoverable amount of the cash-generating units was based on its value in use. The value in use was determined by discounting the future cash flows generated from the continuing use of the unit and was based on the following key assumptions: • cash flows were projected based on actual operating results and the 3 year business plan (extended to 15 years when the financial projections of a long-term strategy development is available for the cash-generating unit), • cash flows for further periods were extrapolated using a constant growth rate of 1% to 6% per annum depending on the countries involved and including the inflation component of the discount factor in one particular instance (1% to 7% in 2012) . • cash flows are discounted using the weighted average cost of capital (WACC) in a range of 7.55 % to 14.3 % depending on the countries involved (7.25 % to 13.6% in 2012). The application of the above assumptions as of 31 December 2013 and 31 December 2012 did not result in a goodwill impairment. In connection with the impairment testing process, the future cash flows were subjected to stress tests that included changes in individual macroeconomic parameters as part of a sensitivity analysis. All goodwill exceeding € 10 million are sensitive to changes in assumptions: more specifically, an increase of the weighted average cost of capital (WACC) within a range of 6 (impact on Cafco / Projiso) till 97 basis points (impact on Siniat Europe) indicated a potential need for an impairment charge Etex management will closely monitor the impact of macro-economic evolutions.
Etex Annual Report 2013
87
Financial report
Note 9 â&#x20AC;&#x201C; Intangible assets other than goodwill IN THOUSANDS OF EUR
CONCESSIONS
SOFTWARE
BRANDS
TECHNOLOGY
CUSTOMER LIST
OTHERS
TOTAL
At 31 December 2011 Gross book value
51,937
67,190
90,878
73,545
41,397
33,683
358,630
-15,288
-51,381
-3,175
-345
-108
-23,822
-94,119
-122
-263
-
-
-
-3,826
-4,211
36,527
15,546
87,703
73,200
41,289
6,035
260,300
Additions
76
10,535
321
-
-
1,454
12,386
Disposals
-
-36
-
-
-
-
-36
Retirements
-
-
-
-
-
-4
-4
Acquisitions through business combinations
-
-
-
-
-
616
616
Accumulated amortisation Accumulated impairment losses Net book value
Transfer between captions
-7,103
49
4,500
-4,529
-
-616
-7,699
Amortisation for the year
-808
-4,200
-6,948
-4,405
-2,787
-1,311
-20,459
Impairment loss of the year
-555
-292
-
-
-
-358
-1,205
709
199
902
459
-
75
2,344
44,427
77,386
93,795
69,904
41,397
30,062
356,971
-15,459
-55,315
-7,317
-5,179
-2,895
-20,255
-106,420
Translation differences At 31 December 2012 Gross book value Accumulated amortisation Accumulated impairment losses
-122
-270
-
-
-
-3,916
-4,308
28,846
21,801
86,478
64,725
38,502
5,891
246,243
Additions
7
12,291
384
-
-
161
12,843
Disposals
-
-26
-
-
-
-
-26
Retirements
-
-1
-
-
-
-
-1
Acquisitions through business combinations
-
178
-
-
6,484
503
7,165
Net book value
Transfer between captions
256
4,526
-
-
-
-1,580
3,202
Amortisation for the year
-745
-4,766
-6,430
-4,371
-2,864
-1,338
-20,514
Impairment loss of the year
-
-543
-
-
-
-68
-611
Changes in the scope of consolidation
-
-
-
-2,130
-
195
-1,935
-2,299
-601
-572
-245
-280
-172
-4,169
Translation differences At 31 December 2013 Gross book value Accumulated amortisation Accumulated impairment losses Net book value
42,241
89,644
93,589
67,526
47,786
17,516
358,302
-16,054
-56,521
-13,729
-9,547
-5,944
-13,924
-115,719
-122
-264
-
-
-
-
-386
26,065
32,859
79,860
57,979
41,842
3,592
242,197
The additions of 2013 mainly relate to the implementation of Etexâ&#x20AC;&#x2122;s ERP system.
88
Etex Annual Report 2013
Financial report
Note 10 – Investment properties IN THOUSANDS OF EUR
Gross book value Accumulated depreciation
2012
2013
46,281
40,956
-22,074
-18,368
Accumulated impairment losses
-2,465
-2,967
Net book value at the beginning of the year
21,742
19,621
Depreciation for the year
-208
-187
Impairment losses
-500
-
18
529
Additions Transfer between captions
-716
-
Disposals
-737
-749
Translation differences Net book value at the end of the year Gross book value Accumulated depreciation Accumulated impairment losses
22
-375
19,621
18,839
40,956
38,802
-18,368
-17,025
-2,967
-2,938
Investment properties comprise several pieces of land and buildings, mainly in France, Germany and Italy. The fair value of the investment properties is estimated at € 35,164 thousand (€ 37,698 thousand in 2012). Where external valuations were not available, best estimates have been used.
Note 11 – Assets held for sale IN THOUSANDS OF EUR
Gross book value Accumulated impairment losses Net book value at the beginning of the year Impairment losses Disposals
2012
2013
5,246
5,498
-1,534
-1,536
3,712
3,962
-
-502
-593
-665
Transfer between captions
716
293
Translation differences
127
-212
Net book value at the end of the year
3,962
2,876
Gross book value
5,498
10,492
-1,536
-7,616
Accumulated impairment losses
Assets held for sale are lands that are not used in operations anymore and for which the Group is actively looking for a buyer. Most of these assets are located in Latin America (Argentina and Mexico) and in the United Kingdom. In 2013 land in Cartagena (Colombia) has been sold for € 6,110 thousand, resulting in a net gain of € 5,444 thousand (which was disclosed as non recurring, see note 4).
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Note 12 â&#x20AC;&#x201C; Investments in equity accounted investees IN THOUSANDS OF EUR
At the beginning of the year Result for the year Dividends paid Acquired through business combination Disposal Capital Increases
2012
2013
66,030
38,458
-25,478
1,060
-1,579
-956
-
378
-786
-2,058
1
-
Translation differences
270
-173
At the end of the year
38,458
36,709
Summarised financial information of investments in equity accounted investees (Groupâ&#x20AC;&#x2122;s share): IN THOUSANDS OF EUR
Property plant and equipment Other non-current assets Current assets Non-current liabilities
2012
2013
34,500
32,416
5,709
5,251
20,166
19,708
-5,300
-4,761
Current liabilities
-16,617
-15,905
Total net assets
38,458
36,709
Revenue
42,343
39,168
Operating income
-25,939
6,879
Profit after tax
-25,478
1,060
2012
2013
Transactions between the Group and equity accounted investees can be summarised as follows: IN THOUSANDS OF EUR
Transactions Purchases from associates
11,443
13,476
Sales to associates
2,834
3,509
Dividends paid
1,623
963
Trade receivables
452
551
Other current receivables
588
601
Trade liabilities
170
9
29
204
Outstanding balances
Other current financial loans
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Note 13 – Other non-current assets IN THOUSANDS OF EUR
Trade and other receivables Impairment on trade and other receivables Net trade and other receivables Derivative financial instruments with positive fair value Available-for-sale investments Impairment on available-for-sale investments Net available-for-sale investments Total
2012
2013
8,626
8,345
-657
-627
7,969
7,718
-
2,299
6,604
5,649
-3,750
-3,711
2,854
1,938
10,823
11,955
The non-current available-for-sale investments include unquoted equity instruments that are measured at cost for € 1,936 thousand as their fair value cannot be measured reliably (€ 2,851 thousand in 2012).
Note 14 – Trade and other receivables Current trade and other receivables IN THOUSANDS OF EUR
Trade receivables Impairment on trade receivables Trade receivables Other receivables Total
2012
2013
353,045
334,540
-25,345
-22,597
327,700
311,943
91,607
113,757
419,307
425,700
Other receivables are mainly composed of: IN THOUSANDS OF EUR
2012
2013
Income taxes recoverable
27,466
42,588
Other taxes recoverable
43,326
39,762
857
1,289
9,430
8,625
763
1,296
Derivative financial instruments with positive fair values Prepaid charges and accrued income Advances due from customers for contracts in progress Advances to personnel
3,404
2,264
Others
6,361
17,933
91,607
113,757
Total
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Exposure to credit risk – impairment losses The ageing of trade and other receivables at reporting date was as follows: IN THOUSANDS OF EUR
Neither impaired nor past due at reporting date Not impaired at reporting date and past due
2012
2013
332,214
342,750
87,093
82,950
Up to 30 days
54,131
56,082
Between 31 and 60 days
14,147
11,719
Between 61 and 90 days
4,879
3,750
Between 91 and 120 days
4,512
2,675
Between 121 and 150 days
1,252
1,312
More than 150 days
8,172
7,412
419,307
425,700
Net carrying amount at the end of the year
The movement in the allowance for impairment of current trade and other receivables was as follows: IN THOUSANDS OF EUR
Allowances at the beginning of the year Additions
2012
2013
-25,214
-25,345
-7,396
-4,816
Use
1,852
4,716
Reversal
2,960
3,680
Change in the scope of consolidation
2,453
-832
-25,345
-22,597
2012
2013
Allowances at the end of the year
Other current assets IN THOUSANDS OF EUR
Available-for-sale investments
6
491
Deposits
1,196
3,936
Total
1,202
4,427
Note 15 – Inventories The different types of inventories are detailed below: IN THOUSANDS OF EUR
Raw materials Work in progress
2012
2013
123,746
118,134
37,626
41,734
234,151
225,964
Spare parts and consumables
80,219
88,935
Goods purchased for resale
46,615
39,230
Write-downs to net realisable value
-37,573
-39,210
Total
484,784
474,787
Finished goods
In 2013, the Group recognised inventory write-downs to net realisable value of € 3,453 thousand (€ 1,683 thousand in 2012) as an expense, including reversal of prior year write-downs amounting to € 6,637 thousand (€ 8,666 thousand in 2012). Reversals of write-downs without impact on the income statement amount to € 1,816 thousand (€ 332 thousand in 2012).
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Note 16 – Risk management and financial derivatives 16.1 Risk management A. Market risk Exposure to currency risk Around 49% of the Group’s revenue is generated by subsidiaries with a functional currency other than the Euro (50% in 2012). The Group mainly operates in the following foreign currencies: Argentinean peso, Chilean peso, Colombian peso, Nigerian naira, Peruvian nuevo sol and Pound sterling. Translation currency sensitivity analysis On the basis of the volatility of these currencies against the Euro in 2013, the reasonably possible change of the exchange rate of these currencies against the Euro is estimated as follows: RATES USED FOR SENSITIVITY ANALYSIS CLOSING RATE 31 DECEMBER 2013
AVERAGE RATE 2013
POSSIBLE VOLATILITY OF RATES IN %
RANGE OF POSSIBLE CLOSING RATES 31 DECEMBER 2013
RANGE OF POSSIBLE AVERAGE RATES 2013
Argentinean peso
8.9931
7.2971
57
3.867 - 14.1192
3.1378 - 11.4565
Chilean peso (000)
0.7235
0.6593
17
0.6005 - 0.8465
0.5472 - 0.7714
Colombian peso (000)
2.6573
2.4863
17
2.2056 - 3.109
2.0636 - 2.909
220.8860
211.7103
22
172.2911 - 269.4809
165.134 - 258.2865
Peruvian nuevo sol
3.8422
3.5970
18
3.1506 - 4.5338
2.9495 - 4.2445
Pound sterling
0.8337
0.8491
10
0.7503 - 0.9171
0.7642 - 0.934
Nigerian naira
As a comparison, the reasonably possible change of exchange rate of these currencies against the Euro was estimated as follows for 2012: RATES USED FOR SENSITIVITY ANALYSIS CLOSING RATE 31 DECEMBER 2012
AVERAGE RATE 2012
POSSIBLE VOLATILITY OF RATES IN %
RANGE OF POSSIBLE CLOSING RATES 31 DECEMBER 2012
RANGE OF POSSIBLE AVERAGE RATES 2012
Argentinean peso
6.3833
5.8436
65
2.2341 - 10.5324
2.0453 - 9.642
Chilean peso (000)
0.6329
0.6248
29
0.4493 - 0.8164
0.4436 - 0.806
Colombian peso (000)
2.3330
2.3105
27
1.7031 - 2.9629
1.6867 - 2.9344
Nigerian naira
206.2500
204.0345
30
144.375 - 268.125
142.8242 - 265.2449
Peruvian nuevo sol
3.3632
3.3906
24
2.556 - 4.1703
2.5769 - 4.2044
Pound sterling
0.8161
0.8111
23
0.6284 - 1.0038
0.6245 - 0.9976
If the Euro had weakened or strengthened during 2013 by the above estimated possible changes against the listed currencies with all other variables held constant, the 2013 profit would have been € 9,250 thousand (7%) higher or lower (€ 18,347 thousand or 12% in 2012) while equity would have been € 61,274 thousand (7%) higher or lower (€ 59,612 thousand or 15% in 2012), as detailed below: 2012
2013
IN THOUSANDS OF EUR
PROFIT
EQUITY
PROFIT
EQUITY
Argentinean peso
-1,227
20,430
1,802
15,798
Chilean peso
10,028
-2,045
2,182
-554
437
-17,260
435
9,701
Nigerian naira
2,733
11,132
1,465
10,503
Peruvian nuevo sol
3,375
13,404
1,913
11,034
Pound sterling
3,001
33,951
1,453
14,792
18,347
59,612
9,250
61,274
Colombian peso
Total
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Interest rates sensitivity analysis € 583,911 thousand or 54% of the Group’s interest bearing financial liabilities, before offset of any surplus cash, bear a variable interest rate (€ 798,650 thousand or 62% in 2012). This floating debt portion consists of debt instruments almost exclusively denominated in Euro apart from € 59,902 thousand that is denominated in Chilean peso (€ 77,639 thousand in 2012), € 30,495 thousand that is denominated in Colombian peso (€ 1,493 thousand in 2012) and € 19,900 thousand denominated in other currencies (€ 37,523 thousand in 2012 of which € 21,026 thousand was dominated in US dollar). The total interest expense recognised in the 2013 income statement on the Group’s variable rate debt portion, net of the effect of interest rate derivative instruments, amounts to € 36,431 thousand (€ 49,157 thousand in 2012). The total interest expense recognised on the fixed rate portion amounts to € 25,703 thousand (€ 8,478 thousand in 2012). The reasonably possible change of the market interest rates applicable to the Group’s floating rate debt after hedging is as follows: RATES USED FOR SENSITIVITY ANALYSIS RATES AT 31 DECEMBER 2013
POSSIBLE VOLATILITY OF RATES
POSSIBLE RATES AT 31 DECEMBER 2013
Euro
0.25%
- 0.05% + 0.25%
0.20% - 0.50%
Chilean peso
4.40%
- 0.4% + 0.6%
4.00% - 5.00%
Colombian peso
3.25%
- 0.25% + 0.50%
3.00% - 3.75%
RATES AT 31 DECEMBER 2012
POSSIBLE VOLATILITY OF RATES
Euro
0.19%
- 0.05% + 0.7%
0.14% - 0.89%
Chilean peso
5.00%
- 0.5% + 1.0%
4.50% - 6.00%
US dollars
0.31%
- 0.15% + 0.5%
0.16% - 0.81%
RATES USED FOR SENSITIVITY ANALYSIS POSSIBLE RATES AT 31 DECEMBER 2012
Application of the reasonably possible fluctuations in the market interest rates mentioned above on the Group’s floating rate debt at 31 December 2013, with all other variables held constant and net of the effect of interest rate derivative instruments, would result in a decrease of the 2013 profit by € 599 thousand and an increase of € 295 thousand (a decrease of € 710 thousand and an increase of € 241 thousand in 2012). Cash and cash equivalents in Euro of € 32,594 thousand (€ 26,856 thousand in 2012), Chilean peso balances of € 3,540 thousand (€ 15,591 thousand in 2012) and Colombian peso balances of € 850 thousand (€ 874 thousand in 2012) generate interest that would partially offset any variations in interest payable. The fair value of the Group’s interest rate hedging contracts would, on basis of the above possible change in interest rates, decrease by € 125 thousand and (increase) by € 1,800 thousand against an increase (decrease) of equity for that amount (€ 437 thousand in 2012). B. Credit risk At the reporting date the exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the statement of financial position (refer to note 13 for investments, note 14 for trade and other receivables, and note 17 for cash and cash equivalents).
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C. Funding and long term liquidity risk Maturity schedule At 31 December 2013 the contractual maturities of financial liabilities, including interest payments, are the following: CARRYING AMOUNT
CONTRACTUAL CASH FLOWS
1 YEAR OR LESS
1-2 YEARS
2-5 YEARS
MORE THAN 5 YEARS
464,124
504,216
238,684
33,558
227,392
4,582
6,886
6,886
3,443
3,443
-
-
Put option
145,000
145,000
145,000
-
-
-
Retail bond
395,897
480,000
20,000
20,000
440,000
-
61,759
62,383
60,492
804
1,077
10
IN THOUSANDS OF EUR
Non-derivative financial liabilities Bank loans Redeemable preference shares
Other financial loans Obligations under finance leases Trade and other liabilities
13,929
14,527
9,426
5,101
-
-
632,579
613,188
611,681
479
1,028
-
22,900
29,870
9,416
5,658
11,028
3,768
5,248
5,248
5,248
-
-
-
1,748,322
1,861,318
1,103,390
69,043
680,525
8,360
Derivative financial liabilities Interest rates swaps Foreign exchange contracts Total
Bank loans are shown according to their contractual maturity date, rather than their interest and roll-over date.
At 31 December 2012 the contractual maturities of financial liabilities, including interest payments, were the following: CARRYING AMOUNT
CONTRACTUAL CASH FLOWS
1 YEAR OR LESS
1-2 YEARS
2-5 YEARS
MORE THAN 5 YEARS
574,158
619,380
201,823
190,402
226,694
461
6,948
6,948
3,474
3,474
-
-
Put option
253,808
253,808
-
-
-
253,808
Retail bond
394,627
490,136
10,136
20,000
460,000
-
31,956
32,571
30,312
711
1,271
277
IN THOUSANDS OF EUR
Non-derivative financial liabilities Bank loans Redeemable preference shares
Other financial loans Obligations under finance leases Trade and other liabilities
22,685
24,391
4,289
20,001
101
-
625,841
605,863
604,151
1,661
32
19
31,207
33,456
13,505
9,664
10,287
-
673
2,723
1,476
962
285
-
5,125
5,125
5,125
-
-
-
1,947,028
2,074,401
874,291
246,875
698,670
254,565
Derivative financial liabilities Interest rates swaps Cross currency interest rate swaps Foreign exchange contracts Total
D. Capital risk The Group monitors capital using the debt covenant specifications as outlined in the latest syndicated loan agreement signed on 24 January 2014. The Group intends to maintain a covenant ratio between 1.5 and 2.0. The adjusted net financial debt (for bank covenant purposes) to recurring EBITDA ratio amounts to 2.4 as at 31 December 2013, well below the bank covenant of 3.5 (2.0 in 2012). This higher covenant ratio on 31 December 2013 reflects the change in the covenant calculation which stipulates that put option value no longer is deducted of the adjusted net financial debt.
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16.2 Financial derivatives The Group uses derivative financial instruments to hedge its exposure to currency and interest rate risk. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. The following table provides an overview of the outstanding derivative financial instruments at 31 December: 2012 IN THOUSANDS OF EUR
FAIR VALUE
2013
CARRYING AMOUNT
FAIR VALUE
CARRYING AMOUNT
Foreign exchange contracts Assets Liabilities
857
857
1,289
1,289
-5,125
-5,125
-5,248
-5,248
-
-
2,299
2,299
-673
-673
-
-
Cross currency interest rate swaps Assets Liabilities Interest rate swaps Liabilities
-31,207
-31,207
-22,900
-22,900
Total
-36,148
-36,148
-24,560
-24,560
The following table indicates in which caption of total comprehensive income, the changes in fair value of the derivative financial instruments outstanding at 31 December 2013 have been recognised: PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME
COST OF SALES
INTEREST EXPENSE
OTHER FINANCIAL INCOME
OTHER FINANCIAL CHARGES
-265
-
-
-
816
543
-
-
-
-678
Assets
-
-
-
2,299
-
Liabilities
-
-
-
673
-
-
-
2,374
-
5,933
278
-
2,374
2,972
6,071
IN THOUSANDS OF EUR
Foreign exchange contracts Assets Liabilities Cross currency interest rate swaps
Interest rate swaps Liabilities Total
A. Cash flow hedges At 31 December 2013, the Group holds forward exchange contracts designated as hedges of expected future raw material purchases from suppliers for purchases denominated in US Dollar and Japanese Yen, of expected future sales denominated in Polish Zloty, and of expected future purchases denominated in Euro by companies whose functional currency is the British Pound and Polish Zloty. At 31 December 2013, the Group had interest rate swap agreements in place with a notional amount of € 280,000 thousand (€ 495,000 thousand in 2012 of which € 50,000 thousand had a delayed start) whereby it receives a variable interest rate based on Euribor three or six months, as the case may be, and pays a fixed rate on the notional amount. The swaps are being used to hedge the exposure to interest rate risk on its floating debt. The floating rate debt and the interest rate swaps have the same critical terms. The Group did not recognise any ineffectiveness in 2012 and 2013.
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The following tables indicate the period in which the undiscounted cash flows are or were expected to occur. This is the same period as the period in which the cash flows are expected to impact the income statement (cost of sales if relating to forward exchange contracts covering sales and purchases in foreign currencies and interest expense if concerning interest rate swaps): At 31 December 2013 IN THOUSANDS OF EUR
CARRYING AMOUNT
TOTAL EXPECTED CASH FLOWS
1 YEAR OR LESS
1-2 YEARS
2-5 YEARS
MORE THAN 5 YEARS
Foreign currency Foreign exchange contracts Assets Liabilities
1,205
1,205
1,205
-
-
-
-4,617
-4,617
-4,617
-
-
-
Interest rate Interest rate swaps Assets Liabilities
-
-
-
-
-
-
-22,900
-29,870
-9,416
-5,658
-11,028
-3,768
CARRYING AMOUNT
TOTAL EXPECTED CASH FLOWS
1 YEAR OR LESS
1-2 YEARS
2-5 YEARS
MORE THAN 5 YEARS
At 31 December 2012 IN THOUSANDS OF EUR
Foreign currency Foreign exchange contracts Assets Liabilities
509
509
509
-
-
-
-3,952
-3,952
-3,952
-
-
-
-28,833
-31,009
-12,984
-9,151
-8,874
-
Interest rate Interest rate swaps Liabilities
B. Derivatives without hedging relationship Certain derivative transactions, while providing effective hedges under the Group’s risk management policy, may not qualify for hedge accounting due to the complexity of the instruments. In 2012 there was one interest rate swap not qualifying as a cash flow hedge with a negative fair value of € 2,374 thousand. This interest rate swap was terminated early in 2013. Some of the Group’s Chilean subsidiaries took out borrowings denominated in Euro and then entered into cross currency interest swaps to hedge the principal amounts and interest payments into their functional currency, the Chilean Peso. The cross currency interest rate swap payments mature on the same dates that the borrowings and interest are due for payment. At the end of 2013, the cross currency swap has a positive fair value of € 2,299 thousand (negative fair value of € 673 thousand in 2012).
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16.3 Financial instruments – fair values Fair values of the financial assets and liabilities are the same as their carrying amounts shown in the statement of financial position, at 31 December: IN THOUSANDS OF EUR
2012
2013
574,817
546,431
7,972
10,019
7,969
7,718
Derivatives – not used for hedging (held for trading at fair value through profit and loss)
-
2,299
Bonds (available-for-sale)
3
2
419,307
425,700
418,450
424,411
Assets Other non current assets Trade and other receivables (loans and receivables)
Trade and other receivables Trade and other receivables (loans and receivables) Derivatives – not used for hedging (held for trading at fair value through profit and loss)
348
84
Derivatives – used for hedging (cash flow hedging)
509
1,205
1,202
4,427
1,196
3,936
Other current assets Current financial assets – deposits (loans and receivables) Shares (available-for-sale)
6
49
146,337
106,285
Liabilities
1,947,028
1,748,322
Financial liabilities (liabilities at amortised cost)
1,059,101
645,154
51,982
43,784
21,691
20,898
Cash and cash equivalents (loans and receivables)
Other non-current liabilities Other non-current liabilities (liabilities at amortised cost) Derivatives – not used for hedging (held for trading at fair value through profit and loss)
3,047
-
27,244
22,886
Current portion of financial liabilities (liabilities at amortised cost)
225,081
442,441
Trade and other liabilities
610,863
616,943
604,150
611,681
Derivatives – used for hedging (cash flow hedging)
Trade and other payables (liabilities at amortised cost) Derivatives – not used for hedging (held for trading at fair value through profit and loss)
1,173
631
Derivatives – used for hedging (cash flow hedging)
5,541
4,631
Unquoted equity instruments are measured either at fair value using a valuation technique or at cost. Further explanation is provided in note 13. The fair value of trade and other receivables is estimated at the present value of future cash flows, discounted at the market interest rate at reporting date. The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available, then the fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a risk free interest rate (based on government bonds). The fair value of interest rate swaps is calculated by discounting estimated future cash flows based on terms and maturity of each contract and using market interest rates for a similar instrument at reporting date. The fair value of interest bearing loans and borrowings has been calculated by discounting the expected future cash flows (principal and interest cash flows) at prevailing interest rates at reporting date.
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Fair value hierarchy The Group uses the following hierarchy to determine and disclose the fair value of financial instruments by valuation technique: Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly. Level 3: Techniques which use inputs which have a significant impact on the recorded fair value that are not based on observable market data. 2013 IN THOUSANDS OF EUR
LEVEL 1
LEVEL 2
LEVEL 3
Derivatives – not used for hedging (held for trading at fair value through profit and loss)
-
2,383
-
Derivatives – used for hedging (cash flow hedging)
-
1,205
-
Assets measured at fair value
Liabilities measured at fair value Derivatives – not used for hedging (held for trading at fair value through profit and loss)
-
631
-
Derivatives – used for hedging (cash flow hedging)
-
27,517
-
During 2013 and 2012 there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements. 2012 IN THOUSANDS OF EUR
LEVEL 1
LEVEL 2
LEVEL 3
Derivatives – not used for hedging (held for trading at fair value through profit and loss)
-
348
-
Derivatives – used for hedging (cash flow hedging)
-
509
-
Assets measured at fair value
Liabilities measured at fair value Derivatives – not used for hedging (held for trading at fair value through profit and loss)
-
4,220
-
Derivatives – used for hedging (cash flow hedging)
-
32,785
-
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Note 17 – Cash and cash equivalents The different types of cash and cash equivalents are detailed below: IN THOUSANDS OF EUR
Cash on hand and bank deposits Short-term deposits (less than three months) Total
2012
2013
125,204
87,925
21,133
18,360
146,337
106,285
Note 18 – Equity Ordinary shares The issued share capital of Etex SA amounts to € 4,491,277 and is represented by 82,837,819 fully paid ordinary shares without par value at 31 December 2013.
At the beginning of the year
2012
2013
82,837,819
82,837,819
Movement of the year
-
-
At the end of the year
82,837,819
82,837,819
Treasury shares At 31 December 2013 the Group owns 4,673,495 ordinary shares representing 5.64% of the total number of ordinary shares.
At the beginning of the year Acquisition from third party At the end of the year
2012
2013
4,473,305
4,673,495
200,190
-
4,673,495
4,673,495
Dividend The 2013 dividend will be proposed for approval at the General Shareholders’ Meeting of Etex SA on Wednesday, 28 May 2014 (after issuance of the financial statements) and will amount to € 0.36 per share representing a total dividend of € 28,139 thousand. In 2013, a dividend of € 28,139 thousand has been paid out based on the decision of the General Shareholders’ Meeting of Etex SA on 22 May 2013. NUMBER OF SHARES
EUR/SHARE
DIVIDEND IN EUR
Ordinary shares
82,837,819
0.36
29,821,615
Treasury shares
-4,673,495
0.36
Dividend paid out
78,164,324
100
-1,682,458 28,139,157
Etex Annual Report 2013
Financial report
Note 19 – Provisions IN THOUSANDS OF EUR
At 31 December 2012 Additional provisions made
WARRANTY
HEALTH CLAIMS
LITIGATION
OTHERS
TOTAL
42,131
106,198
37,746
35,398
221,473
9,341
7,062
24,727
12,195
53,325
Amounts utilised during the year
-6,779
-4,147
-2,234
-5,948
-19,108
Unused amounts reversed
-1,776
-36,867
-2,786
-5,903
-47,332
-42
-
-
-82
-124
-200
-1,156
-995
-769
-3,120
Changes in the scope of consolidation Translation differences Transfer between captions
100
-
-100
-
-
Discount rate adjustment
-37
3,131
-
510
3,604
At 31 December 2013
42,738
74,221
56,358
35,401
208,718
Non-current at the end of the period
33,322
69,690
35,191
26,866
165,069
9,416
4,531
21,167
8,535
43,649
Current at the end of the period
Warranty provisions The provisions for warranty costs are estimates of subsequent payments relating to sales of goods based on historical data; they cover mainly roofing products activities in Europe where a long warranty period is granted to customers. Additions during the year are an estimate based on the probability of future product claims applied to the sales figures of the year and specific claims exceeding statistical estimates.
Health claims provision In the past, various Etex subsidiaries used asbestos as a raw material in their industrial process. The use of asbestos has been banned in the entire Group for many years now, but some companies may still receive claims relating to past exposure to asbestos. The potential risk depends on the legal situation in the relevant country, its national social security system and the insurance cover of the relevant company. The approach to accounting for these claims is to provide for the costs of resolution which are both probable and can be reliably estimated. The provision at 31 December 2013 for the cost of asbestos claims comprises an amount of € 28,204 thousand (€ 24,836 thousand in 2012) for the expected costs of settling notified claims and a discounted amount of € 46,015 thousand (€ 52,664 thousand in 2012) in respect of losses arising from claims which have not yet been reported but which are both probable and can be reliably estimated. Future claims are discounted at different rates from 2.4% to 4.0 % depending on the country (3.0 % to 4.0% in 2012). Most of the Etex’s subsidiaries work with external counsel and, if applicable, insurance companies to review each asbestos claim. In those cases where a compensatory disease is proven and causation can be established, the settlement is provided for an amount that reflects the type of disease, the seriousness of the injury, the age of the claimant and the particular jurisdiction of the claim. In some cases, the claimants are unable to demonstrate that they have an asbestos related disease or that it is as a result of the company’s activities in which case their claim is resolved without payment. The estimation of future claims is based on a up to 25-year cost estimate which takes into account the current level of claims as well as a reduction of claims over time as the number of claims is expected to decline. Whilst further claims are likely to arise after this up to 25-year-period, the associated costs of resolution cannot be reliably estimated and no provision has been made to cover these possible liabilities. The estimate of future liabilities takes into account a large number of variables such as the number of employees exposed, the likely incidence, the disease mix, the mortality rates, the legislative environment and the expected insurance coverage. As these assumptions may change over time, there can be no guarantee that the provision for asbestos liabilities is an accurate prediction of the actual future costs. As a consequence, the provision may have to be revised in the future as additional information becomes available or trends change. The provision is reviewed at least once a year. The number of new claims received during 2013 was 81 (55 in 2012) and 32 past claims were additionally recorded. During 2013, 37 cases were settled and 31 resolved without cost. The number of outstanding cases for which a provision has been made at 31 December 2013, was 190 (145 in 2012). The provision of € 28,700 thousand for the Eternit Genoa SpA case has been reversed. Further information is disclosed under note 4.
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Litigation provisions Litigation provisions mainly include estimated future outflows concerning competition fine claims, various direct and indirect tax litigations, litigations with customers, former employees, suppliers and other parties. As stated in Note 4, an additional provision was set up in respect of a commercial litigation in South America. In order not to prejudice Etex’ position, no further information is disclosed on this litigation, the probabilities of success and the associated financial impacts, in accordance with IAS 37.92. Our German clay tiles subsidiaries, Creaton AG and Pfleiderer GmbH (merged with Etex Holding GmbH in 2012), received in December 2008 a notification from the German Bundeskartellamt imposing fines totalling € 94,000 thousand in relation to an alleged price fixing arrangement in 2006. The procedure was part of a sector wide investigation against various clay tile manufacturers in Germany. Based on advice from external counsel, a provision of € 20,160 thousand has been set up in respect of the above decisions in 2008. Creaton and Pfleiderer filed an appeal against the decisions of the Bundeskartellamt. The German Court will ultimately have to decide the case. A fine will only be due after a final decision of the court. Internal Group guidelines expressly forbid behaviour which is contrary to competition law. Compliance with these guidelines is a constant point of attention for the Group’s management.
Other provisions Other provisions include mainly estimated future outflows for environmental obligations and restructuring. The Group meets all obligations imposed by relevant laws with respect to land decontamination and site restoration. Where requested, necessary expenses are made and provision for future estimated costs are set-up. At 31 December 2013, these provisions amount to € 21,257 thousand (€ 21,245 thousand in 2012). Restructuring provisions relate mainly to restructuring of companies in France, Germany and the United Kingdom.
Note 20 – Commitments and contingencies Health claims There has been a history of bodily injury claims resulting from exposure to asbestos being lodged against subsidiaries of the Group for a number of years. The Group’s approach is to provide for the costs of resolution which are both probable and reliably estimable (refer to note 19 on provisions). At present the provision for the costs which are both probable and can be reliably estimated cover up to 25 years of estimated gross costs. Whilst further claims are likely to be resolved beyond this timeframe, the associated costs of resolution are not able to be reliably estimated and no provision has been made to cover these possible liabilities, which are considered contingent.
Legal claims In the ordinary course of business, the Group is involved in lawsuits, claims, investigations and proceedings, including product liability, commercial, environment and health and safety matters, etc. The Group operates in countries where political, economic, social and legal developments could have an impact on the Group’s operations. The Group is required to assess the likelihood of any adverse judgements or outcomes to these matters, as well as potential ranges of probable losses. The effects of such risks which arise in the normal course of business are not foreseeable and are therefore not included in the accompanying consolidated financial statements.
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Guarantees At 31 December, the Group issued the following guarantees to third parties: IN THOUSANDS OF EUR
Guarantees issued after business disposals Guarantees issued by the Group to cover the fulfilment of Group companies obligations Guarantees issued by Third Parties to cover fulfilment of the Group companies obligations Secured debt
2012
2013
182,034
178,528
-
-
575
575
7,658
14,271
In 2011, Etex SA and several of its affiliates have provided a joint and several guarantees to secure the repayment of a credit facility signed on 5 August 2011 (and subsequently amended on 7 and 24 October 2011) originally for a maximum amount of € 1,300 million and now reduced to € 664 million at December 2013. The credit facility covers (i) the acquisition of the European and the Latin American gypsum activities of Lafarge and (ii) the general financing needs of the Group. The credit facility is divided in three tranches with different maturity dates. Tranche C, amounting to € 450 million, was a bridge facility of 18 months maximum. The bridge facility was replaced with two German Schuldschein loans in July 2012 for an amount of € 75 million issued by Etex Holding GmbH. The Schuldschein loans have a duration of 3 and 4.75 years. The remaining amount of the bridge facility was taken out through a retail bond issuance of € 400 million in Belgium issued by its affiliate Etexco SA in September 2012. The amounts collected within the framework of these two refinancing sources were used to repay entirely tranche C and a part of tranche B (term loan) of the credit facility. Within the framework of the German Schuldschein loan and the bond issuance, Etex SA and several of its affiliates also provided a joint and several guarantees to the lenders and the bondholders to secure the repayment of their loans and bonds. All above-mentioned joint and several guarantees cover the amounts effectively borrowed by the group (credit facility and bonds) with an aggregate maximum amount of € 1,325 million. At December 2013, the amount effectively borrowed amounted to € 614 million.
Commitments In the ordinary course of business, the Group enters into purchase commitments for goods and services and capital expenditures, buys and sells investments and Group companies or portions thereof. At 31 December 2013 Etex had purchase commitments of € 46,107 thousand (€ 26,316 thousand in 2012). Commitments are mainly related to the construction of a new plant and lines in Indonesia, Chile and Peru. Commitments relating to operating leases are disclosed in Note 23.
Note 21 – Employee benefits Certain comparative amounts have been reclassified in the tables below in order to confirm the current year presentation which is taking into account the revised IAS 19 standard applicable as from 1 January 2013. As the revised IAS 19 standard does not significantly impact the prior year results and balance sheet, the comparative figures were not subject to restatement.
Defined contribution plans For defined contribution plans Group companies pay contributions to pensions funds or insurance companies. Once contributions have been paid, the Group companies have no further payment obligation. Contributions constitute an expense for the year in which they are due. In 2013, the defined contribution plan expenses for the Group amounted to € 8,157 thousand (€ 9,559 thousand in 2012).
Defined benefit plans Some Group companies provide defined benefit pension plans to their employees as well as defined benefit medical plans and early retirement plans.
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The following tables reconcile the funded and unfunded status of defined benefit plans to the amounts recognised in the statement of financial position: IN THOUSANDS OF EUR
2012
2013
Present value of funded obligations
1,164,946
1,119,995
Fair value of plan assets
1,004,597
1,026,975
Plan (surplus) deficit of funded obligations
160,349
93,020
Present value of unfunded obligations
135,662
130,841
Unrecognised past service costs Net liability from funded and unfunded plans Other long term benefits
-
-
296,011
223,861
16,402
12,122
Termination benefits
2,990
1,224
Stock option plans
9,370
6,187
324,773
243,394
Defined benefit obligation
1,329,370
1,270,369
Fair value of plan assets
1,004,597
1,026,975
324,773
243,394
Net employee benefits liability
Net liability at the end of the year Unrecognised past services costs Net employee benefits liability (assets)
-
-
324,773
243,394
324,773
246,711
-
3,317
Employee benefits in the statement of financial position: Liabilities Assets
Funded pension plans have been established in the United Kingdom, Ireland, Germany, Belgium and the Netherlands. They are all closed for new employees. Unfunded pension plans exist mainly in Germany and Chile, but also in Japan and Indonesia. Other post employment benefits such as medical plans, early retirement plans and gratuity plans are granted in Belgium, the United Kingdom, South Africa, the Netherlands, France and Italy. Other long term benefits consist mainly of “Jubileum” premiums in Germany and Austria. In France it relates to long term profit sharing and “Médailles du travail”. Termination benefit plans consist of specific early retirement plans mainly in Germany. Stock options plans are detailed in note 22. The largest individual plans are in UK and Ireland. Together they account for 82% (81% in 2012) of the total Group defined benefit obligation, and 94% (94% in 2012) of its plan assets. UK Pension Plans In the UK, the Group sponsors two defined benefit pension plans – the Marley 1986 Scheme (the “Scheme”) and the Eternit Pension Plan (the “Plan”) (together “the Plans”). The Plans were closed to future accrual on 31 December 2009 at which point all active members were granted preserved benefits in the Plans with ongoing pension provision via a separate company sponsored defined contribution pension scheme. The Plans target a pension paid for life. The amount of pension depends on how long employees were active members of the Plans and their salary when they left the Plans, revalued on a statutory basis until retirement. The Plans are governed by boards of Trustees (the “Trustees”) that have control over the operation, funding and investment strategy. The Trustees are comprised of nominees of the sponsoring employers and elected members of the Plans. The Trustees work together with the UK sponsoring employers of the Plans (the UK sponsors).
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UK legislation requires the Trustees to carry out valuations according to local funding requirements at least every three years and to target full funding against a basis that prudently reflects the Plans’ risk exposure. The most recent valuations were carried out as at 31 March 2011 and the results showed a surplus of £ 12.3 million (funding level 102%) for the Scheme and a deficit of £ 47.8 million (funding level 69%) for the Plan against the Trustees’ funding objective, agreed with the UK sponsors. The UK sponsors agreed to pay contributions of £ 4.6 million per annum (increasing annually broadly in line with inflation) to remove the shortfall in the Plan by 31 March 2023. The next formal actuarial valuation if the Plans is due 31 March 2014. The approximate weighted average duration of the defined benefit obligation is 15.7 years for the Scheme and 16.5 years for the Plan. The Plans hold a diversified portfolio of assets including equities, absolute return funds, emerging market debt, property, buy and hold credit funds and cash. The investment strategy is reviewed regularly by the Trustees in conjunction with the UK sponsors. There is a risk that changes in the assumptions for investment return, price inflation or life expectancy could result in deterioration in the funding level of the Plans. Other assumptions used to value the defined benefit obligation are also uncertain, although their effect is less material. Additionally, other risks are that actions taken by the local regulator or changes to European legislation, could result in stronger local funding standards, which could affect cash flow. However, as the UK sponsor has a right to a refund of any surplus assets, there would be no further balance sheet effect. In order to mitigate the risks and to cooperate with the Trustees, the UK sponsors have carried out two risk management exercises since the closure of the Plans. The first one was a pension increase exchange exercise where members of the Plans were offered the opportunity to exchange non-statutory inflation linked pension increases for a higher initial pension, thereby reducing the inflation exposure of the Plans. Secondly, a flexible pension option exercise took place at the end of 2013/beginning of 2014 in which preserved pensioners aged 55 or more were reminded of their option of early retirement or transfer out of the Plans in return for independent financial advice. Some of the risks described have been reduced to the extent members decided to transfer out of the Plans. Ireland Pension Plans In Ireland, the Group sponsors two defined benefit pension plans – The Tegral Group Pension Plan (the “Main Plan”) and the Tegral Group Executives Pension Plan (the “Exec Plan”) together (“the Plans”). The Plans were closed to future accrual on 31 December 2010 at which point all active members were granted preserved benefits in the Plans with ongoing pension provision via a separate company sponsored defined contribution pension scheme (the DC Scheme). The Plans target a pension paid for life. The amount of pension depends on how long employees were active members of the Plans and their salary when they left the Plans, revalued on a statutory basis until retirement. The Plans are governed by boards of Trustees (the “Trustees”) that have control over the operation, funding and investment strategy. The Trustees are comprised of nominees of the sponsoring employers and elected members of the Plans. The Trustees work together with the Irish sponsoring employer of the Plans (the Irish sponsors). Irish legislation requires the Trustees to carry out valuations according to local funding requirements at least every three years. The most recent valuations were carried out as at 1 January 2012 and the results showed a deficit of € 13.2 million (funding level 83%) for the Main Plan and a surplus of € 0.1 million (funding level 103%) for the Exec Plan against the Trustees’ funding objective, agreed with the Irish sponsors. The Irish sponsors agreed to pay fixed contributions of € 1.32 million per annum to remove the shortfall in the Plans by 31 December 2019. The next formal actuarial valuation of the Plans is due 1 January 2015. The combined approximate weighted average duration of the defined benefit obligation is 17 years for the Plans. The Plans hold a diversified portfolio of assets including equities, bonds, property, cash and absolute return funds. The investment strategy is reviewed regularly by the Trustees in conjunction with the Irish sponsors.
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There is a risk that experience being different to the assumptions for investment return, price inflation or life expectancy could result in deterioration in the funding level of the Plans. Other assumptions used to value the defined benefit obligation are also uncertain, although their effect is less material. Another risk is that actions taken by the local regulator or changes to European legislation, could result in stronger local funding standards, which could affect cash flow. However, as the sponsor has a right to a refund of any surplus assets, there would be no further balance sheet effect. In order to mitigate this risk and to cooperate with the Trustees, the Irish sponsors have controlled risk by closing the Plans to future accrual and reducing the investment risk of the Plans.
The distribution of the defined benefit liability per country, at the end of the year is as follows: IN THOUSANDS OF EUR
United Kingdom
2012
2013
1,000,429
954,839
Germany
124,538
122,400
Ireland
85,603
83,747
Belgium
44,295
39,768
France
26,235
22,767
Others
48,270
46,848
1,329,370
1,270,369
Defined benefit obligation
The changes in the present value of the defined benefit obligations are as follows: IN THOUSANDS OF EUR
Defined benefit obligation at the beginning of the year
2012
2013
1,195,710
1,329,370
7,423
6,062
Service cost Past service cost (gain)/loss
-2,275
-800
Settlements
-3,571
-1,768
Service cost
1,577
3,494
Interest cost
55,271
50,174
Actuarial (gains) and losses
111,240
-22,191
Benefits paid
-66,101
-67,080
Plan participants contribution Changes in the scope of consolidation Others
453
-180
-418
9,898
-
21,711
-23,433
1,329,370
1,270,369
Translation differences Defined benefit obligation at the end of year
244
In 2012, an initial allowance has been made recognizing the decisions made by members of the Eternit UK Pension Fund to proceed to a pension exchange increase resulting in settlement gain for € 3,571 thousand. The balance € 2,275 thousand relates to benefit reductions in the Tegral Pension Fund (Ireland). Complementary settlement gain for € 1,061 thousand have been recognized on 2013 regarding Eternit UK Pension Fund pension exchange. Early retirement settlement resulted on a gain of € 707 thousand regarding Marley Scheme. Additional past service cost gain for € 484 thousand related to benefit reduction in the Tegral Pension Fund (Ireland). The rest € 316 thousand correspond to past service gain in Netherlands due to a curtailment in benefits.
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The changes in the fair value of the plan assets are as follows: IN THOUSANDS OF EUR
2012
2013
948,422
1,004,597
Interest income
41,985
39,757
Actuarial gains and (losses)
18,279
40,306
Employer contribution
10,629
9,748
Fair value of plan assets at the beginning of the year
Plan participants contribution Administration cost (excluding management of assets) Benefits paid Transfer Translation differences Fair value of plan assets at the end of the year
246
452
-
-1,437
-43,956
-48,669
9,493
-
19,499
-17,779
1,004,597
1,026,975
The expense recognised in the income statement is detailed as follows: IN THOUSANDS OF EUR
2012
2013
Service cost
-1,577
-3,494
Interest cost
-55,271
-50,174
41,985
39,757
Interest Income Administration cost (excluding management of assets) Total employee benefit expense
-
-1,437
-14,863
-15,348
The employee benefit expense is included in the following line items of the income statement: Operating income Financial result
-1,577
-4,931
-13,286
-10,417
The main weighted assumptions used in measuring the employee benefit liabilities are the following: 2012
2013
Discount rate
4.18%
4.45%
Future salary increases
2.06%
2.21%
Pension increase
2.88%
3.16%
Medical cost trend
6.10%
5.50%
2012
2013
66%
62%
Debt instruments
6%
20%
Real estate
9%
8%
15%
6%
The distribution of the plan assets is the following:
Equity instruments
Cash and fixed deposits Insurance Total
4%
4%
100%
100%
The expected employer contributions to be paid in 2014 to defined benefit plans amount to â&#x201A;ŹÂ 8,519 thousand.
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Note 22 – Share based payments On 23 June 2004 the Board introduced a stock option plan to reward executives and senior staff. The plan authorises the issuance of a maximum of 3,500,000 options to be granted annually over a 5-year period. In each of the years 2004 to 2008 grants were made under this plan (SOP 2004, SOP 2005, SOP 2006, SOP 2007 and SOP 2008). On 7 July 2009 the Board introduced a new stock option plan on similar terms. The plan authorises the issuance of a maximum of 3,000,000 options to be granted annually over a 5-year period. In 2009, 2010, 2011, 2012 and 2013 grants were made under this plan (SOP 2009, SOP 2010, SOP 2011, SOP 2012 and SOP 2013). Each option gives the beneficiary the right to buy one Etex SA share at an exercise price determined at grant date and is vested on a monthly basis over 4 years. Each beneficiary of an option is also granted a put option whereby the shares acquired under the stock option plan can be sold back to the Group at a price determined at each put exercise period, which is similar to the stock option plan exercise period. On 21 April 2009 the Board offered a 3-year extension of the exercise period of the SOP 2004 to SOP 2008 plans.
Fair value of the options granted during the period The fair value of the services received in return for share options is based on the fair value of the share options granted, measured using the Black & Scholes model with the following inputs:
Expected volatility (% pa) Risk-free interest rate (% pa) Expected dividend increase (% pa) Rate of pre-vesting forfeiture (% pa) Rate of post-vesting leaving (% pa) Share Price (as estimated) Expected early exercise of options Fair value per granted instrument determined at grant date (€ )
2012
2013
20.00
20.00
1.28
0.93
10.00
10.00
-
-
1.70
1.00
18.45
27.76
5-6 years
5-6 years
2.91
4.44
The expected volatility is slightly lower than the industrial Belgian listed companies (25%), because the market ratios are fixed for the entire exercise period of the option. Due to the decrease of the fair value of the options granted in the past and not exercised yet, Etex recognised a share-based payment income of € 1,398 thousand during the year (an expense of € 1,900 thousand in 2012). The total carrying amount of the liability related to the stock option plans amounts to € 6,187 thousand (€ 9,370 thousand in 2012) and is disclosed under “Employee benefits liabilities” as described under note 21.
Stock option plans granted by the company PLAN
CONTRACTUAL LIFE OF AN OPTION
EXERCISE PERIOD
EXERCISE PRICE
NUMBER OF OPTIONS STILL TO BE EXERCISED
SOP 2004
20.6.2014
Once a year as from 2008, between 1.6 and 20.6
8.74
2,500
SOP 2005
20.6.2015
Once a year as from 2009, between 1.6 and 20.6
11.19
9,000
SOP 2006
20.6.2016
Once a year as from 2010, between 1.6 and 20.6
13.72
69,500
SOP 2007
20.6.2017
Once a year as from 2011, between 1.6 and 20.6
20.89
257,000
SOP 2008
20.6.2018
Once a year as from 2012, between 1.6 and 20.6
17.32
517,500
SOP 2009
20.6.2016
Once a year as from 2013, between 1.6 and 20.6
12.12
506,500
SOP 2010
20.6.2017
Once a year as from 2014, between 1.6 and 20.6
17.96
482,030
SOP 2011
20.6.2018
Once a year as from 2015, between 1.6 and 20.6
24.01
371,625
SOP 2012
20.6.2019
Once a year as from 2016, between 1.6 and 20.6
18.45
718,958
SOP 2013
20.6.2020
Once a year as from 2017, between 1.6 and 20.6
27.76
752,000
Total
108
3,686,613
Etex Annual Report 2013
Financial report
Details of the share options outstanding during the year 2012
2013
NUMBER OF SHARE OPTIONS
WEIGHTED AVERAGE EXERCISE PRICE
NUMBER OF SHARE OPTIONS
WEIGHTED AVERAGE EXERCISE PRICE
2,879,303
17.11
3,344,589
17.68
725,500
18.45
752,000
27.76
Forfeited during the year
-
-
-15,113
18.10
Exercised during the year
-235,500
13.04
-383,934
16.37
-24,714
17.97
-10,929
17.32
Outstanding at the end of the year
3,344,589
17.68
3,686,613
19.87
Of which exercisable at the end of the year
1,192,500
17.77
1,362,000
15.82
IN THOUSANDS OF EUR
Outstanding at the beginning of the year Granted during the year
Expired during the year
For share put options exercised during the period, the weighted average share price was € 21.00 (€ 18.09 in 2012).
Note 23 – Loans and borrowings IN THOUSANDS OF EUR
2012
2013
Bank loans
386,981
239,585
Retail bond
394,627
395,897
Put option
253,808
-
1,648
1,257
18,563
4,972
Other financial loans Obligations under finance leases Redeemable preference shares Total non-current financial liabilities IN THOUSANDS OF EUR
Bank loans Put option Bank overdrafts
3,474
3,443
1,059,101
645,154
2012
2013
183,095
221,998
-
145,000
4,082
2,541
30,308
60,502
Obligations under finance leases
4,122
8,957
Redeemable preference shares
3,474
3,443
225,081
442,441
Other financial loans
Total current financial liabilities
On 5 August 2011, a syndicated loan for € 1,300 million was negotiated in order to finance the acquisition of the plasterboard activities from Lafarge and for general corporate purpose. The loan is split-up into a 5-year revolving credit line of € 550 million, a 3-year term loan of € 300 million and an 18 months bridge loan for € 450 million. The bridge loan has been replaced by two German Schuldschein loans for a total amount of € 75 million and by a Belgian retail bond (€ 400 million). The Schuldschein loans have a duration of 3 and 4.75 years and were issued in July 2012 by Etex Holding GmbH. The retail bond has a duration of 4.5 years and was issued in September 2012 by an Etex affiliate. The excess of collected amounts via these two financing sources was used to repay part of the 3-year term loan which together with the reimbursement foreseen in the contract caused the outstanding amount under this term loan to be € 113.8 million. Under the revolving credit line a total of € 100 million is drawn. Furthermore the group is financed through fully drawn term loans to Chilean subsidiaries for a total of € 22 million in euro (€ 32 million in 2012) and € 60 million in Chilean pesos (€ 78 million in 2012). The utilisations of the syndicated loan facilities may be in Euro or other freely available currencies, as agreed. The interest payable is calculated at the relevant interbank rate for the period of the utilisation that has been chosen by the borrower plus the applicable margin. The credit facility, retail bond and Schuldschein contain a number of operating covenants, including restrictions on giving security to lenders, on the amount of external subsidiary borrowings and restrictions on the acquisition and the disposal of material assets. They also contain financial covenants which include in particular required ratios of consolidated net debt to consolidated EBITDA of the Group and operating profit interest coverage.
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Transaction costs on the syndicated loan of 2011 amounting to € 13,921 thousand and on the retail bond of 2012 amounting to € 5,700 thousand have been deducted from the loan at initial recognition and are being amortised over the life of the loan. In 2012 the Chilean subsidiaries of the Group entered into four amortising term loan facilities: • 3-year term loan of € 32 million entered by Inversiones Etex Chile Limitada to refinance existing bank loans at a more favourable rate. The loan was drawn in Euro and a cross currency and interest rate swap was entered into that exactly matched the capital and interest payments on the loan, so converting the interest and capital flows into Chilean Peso. The loan has a final maturity in June 2015. The loan is available for general corporate purpose. The financial covenants include required ratios of consolidated net debt to consolidated EBITDA of the Group. • three term loans entered by Empresas Pizarreño SA for a total of CLP 49 billion in July 2012. The loans are available for use for general corporate purposes. Covenants all relate to the Empresas Pizarreño Group and include the usual operating covenants (see above). Financial covenants include required ratios of consolidated net debt to consolidated EBITDA of the Group, the ratio of total debt to net income plus depreciation and of total debt to total equity. The loans are drawn in Chilean pesos. The loans have a final maturity in July 2014, June 2017 and August 2017. A put option was granted to Lafarge Group (November 2011) in the context of the acquisition of the European and Latin American gypsum activities. After a standstill period of five years Lafarge Group had the right to exercise its put option in April 2017 or in April 2018. This put option was estimated at the end of 2012 based on expected future EBITDA by the time of put exercise for the acquired gypsum activities in Europe and Latin America. In 2013, Lafarge Group expressed its willingness to anticipate the originally agreed exercise date and both parties could agree on a lower transaction price. On 12 February 2014 the transaction was completed and Etex bought their remaining 20 per cent stake in the European and South American gypsum operations for € 145,000 thousand in cash. Therefore, this amount was used as the best estimate for the put option in the balance sheet as at 31 December 2013. The management of interest rate risk is described in Note 16.
Net financial debt The net financial debt position is calculated as follows: IN THOUSANDS OF EUR
Non-current loans and borrowings Current portion of loans and borrowings
2012
2013
1,059,101
645,154
225,081
442,441
Current financial assets Cash and cash equivalents Net financial debt
-1,202
-4,428
-146,337
-106,285
1,136,643
976,882
Finance lease liabilities The Group has finance leases for various items of plant, property and equipment. Future minimum lease payments, interest payments and present value of payments are as follows: 2012 IN THOUSANDS OF EUR
Less than 1 year
MINIMUM LEASE PAYMENTS
INTEREST
2013
PRESENT VALUE
MINIMUM LEASE PAYMENTS
INTEREST
PRESENT VALUE
8,957
4,289
-166
4,123
9,426
-469
Between 1 and 5 years
20,102
-1,540
18,562
5,101
-129
4,972
Total
24,391
-1,706
22,685
14,527
-598
13,929
110
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Financial report
Operating leases The total expenses for operating leases recognised in the consolidated income statement for 2013 amount to € 36,452 thousand (€ 36,151 thousand in 2012). Future committed operating lease payments are as follows: 2013 IN THOUSANDS OF EUR
LESS THAN 1 YEAR
BETWEEN 1 AND 5 YEARS
MORE THAN 5 YEARS
TOTAL
Buildings
9,780
18,233
18,448
46,461
Equipment
4,619
8,017
1,363
13,999
14,399
26,250
19,811
60,460
Total
Note 24 – Deferred tax IN THOUSANDS OF EUR
ASSETS
LIABILITIES
NET
Net carrying amount at 31 December 2012
97,506
243,145
-145,639
Translation differences Recognised in income statement Recognised in equity
-3,537
-4,475
938
-13,110
-26,757
13,647
-
19,052
-19,052
Change in scope of consolidation
-77
-1,807
1,730
Netting
358
358
-
81,140
229,516
-148,376
Net carrying amount at 31 December 2013
The amount of deferred tax assets and liabilities are attributable to the following items: 2012 IN THOUSANDS OF EUR
ASSETS
LIABILITIES
Property, plant and equipment
3,958
Intangible assets
3,872
2013
2012
2013
ASSETS
LIABILITIES
NET
NET
VARIANCE
221,464
6,763
211,822
-217,506
-205,059
12,447
64,881
1,648
62,978
-61,009
-61,330
-321
850
-
1,069
415
850
654
-196
Inventories
5,481
2,237
6,880
1,505
3,244
5,375
2,131
Trade & other receivables
8,697
590
7,660
1,789
8,107
5,871
-2,236
Employee benefits assets
3,672
344
3,650
410
3,328
3,240
-88
Provisions
Other assets
30,163
4,031
22,980
3,351
26,132
19,629
-6,503
Employee benefits liabilities
56,542
-81
38,882
-77
56,623
38,959
-17,664
Loans and borrowings
107
3,270
37
1,867
-3,163
-1,830
1,333
Other non-current liabilities
366
1,491
409
1,307
-1,125
-898
227
18,215
3,426
16,557
2,296
14,789
14,261
-527
Current liabilities Tax losses carried forward Unrecognised deferred tax assets Netting by taxable entity Total
165,830
-
164,233
-
165,830
164,233
-1,597
-141,739
-
-131,479
-
-141,739
-131,479
10,260
-58,508
-58,508
-58,148
-58,148
-
-
-
97,506
243,145
81,140
229,516
-145,639
-148,376
-2,734
Deferred taxes have not been recognised in respect of tax losses carried forward for an amount of € 119,406 thousand (€ 129,325 thousand in 2012) and net deductible temporary differences for € 12,073 thousand (€ 12,415 thousand in 2012) when it is not probable that future taxable profit will be available against which the Group can utilise the benefits there from.
Etex Annual Report 2013
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Financial report
The amount of deferred tax assets computed on tax losses carried forward is detailed below, before deduction of unrecognised deferred tax assets, by year in which tax losses will expire: EXPIRATION YEAR
DEFERRED TAX ASSET
2014
1,046
2015
1,267
2016
2,972
2017
4,394
2018 or later
18,450
Without expiration date
136,103
Total
164,233
Note 25 – Trade and other liabilities Non-current liabilities IN THOUSANDS OF EUR
2012
2013
Deferred income - Government grants
19,997
19,391
Other liabilities
31,985
24,393
Total
51,982
43,784
The Group has been awarded a number of government grants related to investments in property, plant and equipment. These government grants are recognised in the statement of financial position as deferred income for € 19,391 thousand (€ 19,997 thousand in 2012) and amortised over the useful life of the assets. All conditions attached to these grants have been fulfilled.
Current liabilities IN THOUSANDS OF EUR
2012
2013
Trade liabilities
406,245
410,900
Other liabilities
204,619
206,043
Total
610,864
616,943
The other current liabilities include: IN THOUSANDS OF EUR
2012
2013
Income taxes payable
30,149
30,898
Other taxes payable
37,299
29,320
Remuneration payable
74,248
65,434
Social security payable
21,291
25,672
Deferred income and accrued charges
21,478
33,989
6,713
5,262
Derivative financial instruments with negative fair values Dividends payable Amount due to customers for construction contracts in progress Advances received on construction contracts not started yet Current cash guarantees received
391
266
2,548
1,202
102
479
2,657
2,487
Other
7,743
11,034
Total
204,619
206,043
112
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Financial report
Note 26 – Statement of cash flow details (a) Depreciation, amortisation and impairment losses 2013 IN THOUSANDS OF EUR
PROPERTY,PLANT, EQUIPMENT (NOTE 7)
INTANGIBLE ASSETS (NOTE 8, 9)
INVESTMENT PROPERTIES (NOTE 10)
ASSETS HELD FOR SALE (NOTE 11)
TOTAL
Depreciation
145,643
-
187
-
145,830
Amortisation
-
20,514
-
-
20,514
7,883
611
-
502
8,996
153,526
21,125
187
502
175,340
PROPERTY,PLANT, EQUIPMENT (NOTE 7)
INTANGIBLE ASSETS (NOTE 8, 9)
INVESTMENT PROPERTIES (NOTE 10)
ASSETS HELD FOR SALE (NOTE 11)
TOTAL
Impairment losses Total
2012 IN THOUSANDS OF EUR
Depreciation
142,029
-
208
-
142,237
Amortisation
-
20,459
-
-
20,459
8,811
1,205
500
-
10,516
150,840
21,664
708
-
173,212
Impairment losses Total
(b) Gains (losses) on sale and retirement of intangible assets and property, plant and equipment 2013 IN THOUSANDS OF EUR
Disposal proceeds Net book value disposals Gains (losses) on disposal Losses on retirement Total
PROPERTY,PLANT, EQUIPMENT (NOTE 7)
INTANGIBLE ASSETS (NOTE 9)
INVESTMENT PROPERTIES (NOTE 10)
ASSETS HELD FOR SALE (NOTE 11)
TOTAL
6,991
25
2,000
6,110
15,126
-3,995
-26
-749
-665
-5,435
2,996
-1
1,251
5,445
9,691
-
-
-
-
-
2,996
-1
1,251
5,445
9,691
PROPERTY,PLANT, EQUIPMENT (NOTE 7)
INTANGIBLE ASSETS (NOTE 9)
INVESTMENT PROPERTIES (NOTE 10)
ASSETS HELD FOR SALE (NOTE 11)
TOTAL
2012 IN THOUSANDS OF EUR
Disposal proceeds Net book value disposals Gains (losses) on disposal Losses on retirement Total
Etex Annual Report 2013
9,781
-
1,206
578
11,565
-5,120
-36
-737
-593
-6,486
4,661
-36
469
-15
5,079
-
-
-
-
-
4,661
-36
469
-15
5,079
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Financial report
(c) Capital expenditure IN THOUSANDS OF EUR
Property, plant and equipment (note 7) Intangibles assets (note 9) Investment properties (note10) Total
2012
2013
191,711
199,021
12,386
12,843
18
529
204,115
212,393
(d) Changes in working capital, provisions and employee benefits IN THOUSANDS OF EUR
Inventories Trade and other receivables, trade and other liabilities Provisions Employee benefits Total
2012
2013
-22,652
-19,215
57,049
15,905
8,715
-9,554
-41,270
-28,579
1,842
-41,443
(e) Interest and dividend received IN THOUSANDS OF EUR
Interest received Dividend received
2012
2013
7,292
8,246
76
3
Dividend Associates
1,570
956
Total
8,938
9,206
(f) Reconciliation Income tax expense â&#x20AC;&#x201C; income tax paid IN THOUSANDS OF EUR
Income Tax expense Changes in Deferred taxes Changes in income tax payables/receivables Income Tax paid
2012
2013
-69,733
-41,224
498
-13,650
-7,875
-13,364
-77,110
-68,238
(g) Dividend paid IN THOUSANDS OF EUR
2012
2013
Dividend Etex SA
-25,077
-28,139
Minority interest
-27,364
-1,616
-353
-125
Changes dividend payable Exchange difference
-1,864
90
Total dividend paid
-54,658
-29,790
114
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Financial report
Note 27 – Transactions with related parties Transactions between Etex and its subsidiaries, which are related parties, have been eliminated in the consolidation and are accordingly not included in the notes. Transactions with equity accounted investees and joint ventures are included in note 12. Transactions with members of the Board of Directors and Executive Committee: IN THOUSANDS OF EUR
2012
2013
586
546
7,274
6,434
Board of Directors: Short term employee benefits Executive Committee: Short term employee benefits Post employment benefits
524
474
Share based payment
499
-180
180,000
156,000
Number of stock options granted during the year
Transactions with companies in which members of the Board of Directors are active, reflect third party conditions and are immaterial in scope.
Note 28 – Remuneration of statutory auditor The world-wide audit remuneration for the statutory auditor totalled € 2,871 thousand (€ 2,943 thousand in 2012). The fees paid to the statutory auditor for assistance and advice amounted to € 218 thousand (€ 356 thousand in 2012).
Note 29 – Etex companies The major companies included in the consolidated financial statements are listed below. An exhaustive list of the Group companies with their registered office will be filed at the Belgian National Bank together with the consolidated financial statements. % EQUITY INTEREST 2012
2013
Creaton GmbH
99.98%
99.98%
Promat GmbH
100%
100%
Comptoir du Bâtiment NV
100%
100%
Etergyp SA
100%
100%
Eternit NV
100%
100%
Etex Engineering NV
100%
100%
Etex SA
100%
100%
Etexco SA
100%
100%
Euro Panels Overseas NV
100%
100%
Manasco NV
100%
100%
Microtherm NV
100%
100%
Promat International NV
100%
100%
Promat Research and Technology Center NV
100%
100%
Redco NV
100%
100%
Siniat NV
80%
80%
Bosnia
Siniat Adria Gips LLC
80%
80%
Cyprus
Asmad Alci Ltd STI
80%
80%
Czech Republic
Intumex s.r.o.
100%
100%
Promat s.r.o.
100%
100%
Austria Belgium
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Financial report
% EQUITY INTEREST 2012
2013
Czech Republic
Promat servis s.r.o.
100%
100%
Denmark
Ivarsson A/S
100%
100%
Opticolor Holding A/S
100%
100%
Batiroc S.A.S.
100%
100%
Ciments Renforcés Industries S.A.S.U.
100%
100%
Etermat S.A.S.
100%
100%
Eternit Commercial S.A.S.U.
100%
100%
Eternit S.A.S.U.
100%
100%
Etex Materiaux de Construction S.A.S
100%
100%
France
La Chape Liquide S.A.S. Nidaplast-Honeycombs S.A.S. Papeteries de Bègles S.A.S.
0%
100%
100%
80%
80%
100%
100%
Siniat France S.A.
80%
80%
Siniat International S.A.S.
80%
80%
100%
100%
Promat S.A.S.
Société d'Exploitation des Adhésifs S.A.S. Germany
80%
Baupro GmbH
100%
100%
Creaton AG
99.98%
99.98%
Creaton Kera-Dach GmbH & Co. KG
99.98%
99.98%
Eternit AG
100%
100%
Eternit Flachdach GmbH
100%
100%
Eternit Management Holding GmbH
100%
100%
0%
100%
100%
100%
Fibrolith Dämmstoffe GmbH
80%
80%
Gyvlon GmbH
80%
0%
Promat GmbH
100%
100%
Eternit Ukraine GmbH Etex Holding GmbH
Siniat GmbH
80%
80%
Wanit Fulgurit GmbH
100%
100%
Hungary
Creaton Hungary Kft.
100%
100%
Italy
Comais S.r.l.
100%
100%
Edilit S.r.l.
100%
100%
Immogit S.r.l.
100%
100%
Promat S.p.A.
100%
100%
Siniat S.p.A.
80%
80%
Siniat Holding Italy S.r.l.
80%
80%
Tegral Building Products Ltd.
100%
100%
Ireland
Tegral Holdings Ltd.
100%
100%
Lithuania
UAB Eternit Baltic
100%
100%
Luxemburg
Cafco International S.A.
100%
100%
EASA S.A.
100%
100%
Eterlux S.A.
100%
100%
Eternit Investment S.à.r.l.
100%
100%
Eternit Services S.A.
100%
100%
Etex Asia S.A.
100%
100%
Etex Finance S.A.
100%
100%
Maretex S.A.
100%
100%
Marley Tile S.A.
100%
100%
Merilux S.à.r.L.
100%
100%
Poly Ré S.A.
100%
100%
Eternit B.V.
100%
100%
Eternit Holding B.V.
100%
100%
Netherlands
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Financial report
% EQUITY INTEREST 2012
Netherlands
Gyvlon B.V.
0%
Nefibouw B.V.
100%
100%
Preventieve Brandbeveiliging Nederland B.V.
100%
100%
Promat B.V.
100%
100%
Siniat B.V. Poland
2013
80%
80%
80%
Etex Building Materials Polska Sp. z o.o.
100%
100%
Promat TOP Sp. z o.o.
100%
100%
Siniat Gips Polska Sp. z o.o.
80%
80%
Siniat Gips Sp. z o.o.
80%
80%
Portugal
Umbelino Monteiro S.A.
100%
100%
Romania
Creaton & Eternit S.R.L.
100%
100%
Siniat Arcom Gips S.A.
80%
80%
Siniat GR S.R.L.
80%
80%
0%
100%
Russia
A+B Baltica A+B Russia
0%
100%
Eternit Kaluga OOO
100%
100%
Promat OOO
100%
100%
Serbia
Siniat Gips Beocin Ltd
80%
Slovakia
80%
EBM Co s.r.o.
100%
100%
Slovenia
Promat d.o.o.
100%
100%
Spain
Almería Gypsum S.A.
80%
80%
Euronit Fachadas y Cubiertas S.L.
100%
100%
Promat Ibérica S.A.
100%
100%
Promat Inversiones S.L.
100%
100%
Switzerland
Polyfibre S.A.
50%
50%
Ukraine
A+B Ukraine
0%
100%
Siniat Gips ALC
80%
80%
Siniat Gips Ukraine LLC
80%
80%
Bracknell Roofing Ltd.
100%
100%
EM Holdings UK Ltd.
100%
100%
Eternit UK Ltd.
100%
100%
United Kingdom
Gyvlon Ltd.
80%
0%
Marley (UK) Ltd.
100%
100%
Marley Eternit Ltd.
100%
100%
Marley Ltd.
100%
100%
Promat Glasgow Ltd.
100%
100%
Promat UK Ltd.
100%
100%
80%
80%
92.01%
98.63%
Siniat Plasterboard Ltd. Latin America Argentina
Ceramica San Lorenzo I.C.S.A. Durlock S.A.
80%
80%
99.44%
99.44%
Siniat Holding Argentina S.A.
80%
80%
Siniat Holding S.A.
80%
80%
Siniat S.A. Mineração Indústria e Comércio
80%
80%
Cerámica Cordillera Commercial S.A.
99.66%
99.66%
Empresas Pizarreño S.A.
99.79%
99.79%
Etersol S.A.
99.72%
99.72%
100.00%
100.00%
Industrias Princesa Ltda.
99.79%
99.79%
Inversiones El Bosque S.A.
99.79%
99.79%
Eternit Argentina S.A. Brazil Chile
Etex Latinamerica S.A.
Etex Annual Report 2013
117
Financial report
% EQUITY INTEREST
Chile
Colombia
2012
2013
100%
100%
Inversiones San Lorenzo Chile S.A.
99.79%
99.79%
Inversiones San Lorenzo S.A.
99.79%
99.79%
Sociedad Industrial Pizarreño S.A.
99.66%
99.66%
Sociedad Industrial Romeral S.A.
79.83%
79.83%
Sociedad Industrial Tejas de Chena S.A.
99.79%
99.79%
Ceramica San Lorenzo Colombia S.A.
99.88%
99.98%
Ceramica San Lorenzo Industrial de Colombia S.A.
99.99%
99.99%
Skinco Colombit S.A.
99.95%
99.95%
Gyplac Commercial de Colombia S.A.S.
80%
80%
Gyplac S.A.
80%
80%
0%
100%
Ceramica San Lorenzo de Mexico S.A. de C.V.
99.79%
99.79%
Compañia Mineria Tarapacá S.A. de C.V.
99.79%
99.79%
Servicios Atacama S.A. de C.V.
99.79%
99.79%
Inversiones Etex Chile Ltda.
Shared Services Colombia S.A.S Mexico
Servicios de Gestion S.A. de C.V. Peru
Ceramica San Lorenzo S.A.C. Etex Peru S.A.C. Fabrica Peruana Eternit S.A. Gyplac Peru S.A.
Uruguay
Eternit Uruguaya S.A.
100%
100%
99.89%
99.89%
100%
100%
88.06%
88.14%
100%
100%
97.50%
97.50%
Africa, Asia, Oceania, North America Australia
Promat Australia Pty Ltd.
100%
100%
China
Eternit Guangzhou Building Systems Ltd.
66.65%
66.65%
Eternit Guangzhou Co. Ltd.
66.65%
66.65%
Promat China Ltd.
100%
100%
Promat International (Asia Pacific) Ltd.
100%
100%
Promat Shangai Ltd.
100%
100%
82.43%
82.43%
Indonesia
Eternit Gresik
Japan
Nippon Microtherm Co. Ltd.
100%
100%
Malaysia
Promat (Malaysia) Sdn. Bhd.
100%
100%
Nigeria
Emenite Ltd.
51%
57%
Eternit Ltd.
60%
60%
Giwarite Ltd.
98%
98%
Nigerite Ltd.
56.85%
56.85%
Singapore
Promat Building System Pte Ltd.
100%
100%
South Africa
Marley SA (Pty) Ltd.
100%
100%
United Arab Emirates
Cafco International LLC
100%
100%
Promat Fire Protection LLC
100%
100%
99.79%
99.79%
100%
100%
United States of America
Ceramica San Lorenzo U.S.A. Inc. Microtherm Inc.
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Financial report
Equity accounted investees % EQUITY INTEREST 2012
2013
Belgium
RBB N.V.
50%
50%
Colombia
Pulverizar S.A.
50%
50%
Germany
Lichtensteiner Brandschutzglas GmbH & Co. KG
50%
50%
Neuwieder Brandschutzglas GmbH
0%
50%
49.99%
49.99%
OTE Surface Protection GmbH
50%
50%
Rocal Boxberg GmbH & Co. Anhydritproduktion KG
40%
40%
Rocal Boxberg Verwaltungs GmbH
40%
40%
0%
50%
Kopalnia Gipsu Leszcze S.A.
40%
40%
Nida Media Sp. z o.o.
40%
40%
32.55%
32.55%
Oberlausitzer Tonbergbau GmbH
Poland
A+B poland
Spain
Yesos IbĂŠricos S.A.
Switzerland
Promat AG
26%
26%
Thailand
Rothenburg FAR Company LTd.
50%
50%
Etex Annual Report 2013
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Financial report
6.2.4
Auditor’s report
STATUTORY AUDITOR’S REPORT TO THE GENERAL MEETING OF SHAREHOLDERS OF ETEX SA ON THE CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2013 In accordance with the legal requirements, we report to you on the performance of our mandate of statutory auditor. This report contains our opinion on the consolidated financial as well as the required additional comments. The Consolidated Financial Statements include the consolidated statement of financial position as of 31 December 2013, the consolidated statement of comprehensive income (consolidated income statement and consolidated statement of other comprehensive income), consolidated statement of changes in equity and consolidated statement of cash flows for the year ended 31 December 2013 and the notes.
Unqualified audit opinion on the consolidated financial statements We have audited the Consolidated Financial Statements of Etex SA (“the Company”) and its subsidiaries (collectively referred to as “the Group”) as of and for the year ended 31 December 2013. These Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The total of the consolidated statement of financial position amounts to € 3.367.263 (‘000) and the consolidated statement of comprehensive income shows a profit for the year 2013 of € 124.167 (‘000) attributable to shareholders of the Group.
Responsibility of the board of directors for the preparation of the Consolidated Financial Statements The board of directors is responsible for the preparation of Consolidated Financial Statements that give a true and fair view. This responsibility
120
includes: designing, implementing and maintaining internal control relevant to the preparation and presentation of consolidated financial statements that give a true and fair view and that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Responsibility of the statutory auditor Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. We conducted our audit in accordance with the legal requirements and the auditing standards applicable in Belgium, as issued by the Institute of Registered Auditors (Institut des Réviseurs d’Entreprises/Instituut van de Bedrijfsrevisoren). Those standards require that we plan and perform the audit to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error. In accordance with these standards, we have performed procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial Statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, we have considered internal control relevant to the Group’s preparation and presentation of the Consolidated Financial Statements that give a true and fair view 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 Group’s internal control. We have evaluated the appropriateness of accounting policies used, the reasonableness of significant accounting estimates made by the board of directors and the presentation of the Consolidated Financial Statements, taken as a whole. We have obtained from management and
Etex Annual Report 2013
Financial report
the Company’s officials the explanations and information necessary for executing our audit procedures and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion In our opinion, the Consolidated Financial Statements as of and for the year ended 31 December 2013 give a true and fair view of the Group’s net assets, financial position as at 31 December 2013 and of its consolidated results of its operations and its consolidated cash flows in accordance with the International Financial Reporting Standards as adopted by the European Union.
Ernst & Young Reviseurs d’Entreprises Bedrijfsrevisoren De Kleetlaan, 2 B-1831 Diegem Tel: +32 (0)2 774 91 11 Fax: +32 (0)2 774 90 90 www.ey.com/be
Additional comments The board of directors is responsible for the preparation and the content of the report of the board of directors on the Consolidated Financial Statements. Our responsibility is to include in our report the following additional comments, which do not modify our opinion on the Consolidated Financial Statements: • The report of the board of directors on the Consolidated Financial Statements deals with the information required by law and is consistent with the Consolidated Financial Statements. We are, however, unable to comment on the description of the principal risks and uncertainties which the entities included in the consolidation are facing, and on their financial situation, their foreseeable evolution or the significant influence of certain facts on their future development. We can nevertheless confirm that the matters disclosed do not present any obvious inconsistencies with the information that we became aware of during the performance of our mandate.
Etex Annual Report 2013
Diegem, 28 March 2014 Ernst & Young Reviseurs d’Entreprises SCCRL Statutory auditor represented by
Eric Golenvaux Partner 14EG0020
121
Financial report
6.3
Non-consolidated accounts of Etex S.A. The annual accounts of Etex S.A. are presented below in a summarised form. In accordance with the Belgian Company Code, the annual accounts of Etex S.A., together with the management report and the auditorâ&#x20AC;&#x2122;s report, will be registered at the National Bank of Belgium. These documents are also available upon request at: Etex S.A. Group Finance Department Avenue de Tervueren 361 1150 Brussels The auditors have expressed an unqualified opinion on the annual statutory accounts of Etex S.A.
Summarised balance sheet IN THOUSANDS OF EUR
Fixed assets Tangible and intangible assets Financial assets
2012
2013
1,232,511
1,232,402
3,506
3,397
1,229,005
1,229,005
Current assets
53,398
35,357
TOTAL ASSETS
1,285,909
1,267,759
Capital and reserves
1,215,920
1,227,159
Capital
4,491
4,491
Share premium
3,724
3,724
1,207,704
1,218,943
Reserves Provisions
33,896
4,600
Creditors
36,093
36,000
1,285,909
1,267,759
TOTAL EQUITY AND LIABILITIES
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Etex Annual Report 2013
Financial report
Summarised income statement IN THOUSANDS OF EUR
2012
2013
Operating income
20,613
21,711
Operating charges
-21,648
-21,478
Operating loss
-1,035
233
Financial result
86,521
12,098
Extraordinary result
-19,575
28,717
Profit before taxes
65,911
41,048
Income taxes Profit for the year Release of tax free reserves Profit for the year to be appropriated
94
12
66,005
41,061
-
-
66,005
41,061
Profit distribution The Board of Directors will propose at the General Shareholders’ Meeting on Wednesday, 28 May 2014 a net dividend of € 0.27 per share. The proposed gross dividend is € 0.36 per share. The dividend will be paid on 1 July 2014.
Appropriation account IN THOUSANDS OF EUR
2012
2013
Profit to be appropriated
66,005
41,061
Profit for the year to be appropriated
66,005
41,061
Appropriation of the profit
66,005
41,061
Transfer to reserve
-36,183
-11,239
Profit to be distributed
-29,822
-29,822
Statutory nominations Mr. J. Maximo Pacheco-Matte retired as Director on 12 February 2014. The Board wishes to sincerely thank Mr. J. M. Pacheco-Matte for his valuable contribution during his three year mandate, which started in June 2011. The directorships of Messrs. J.A. Peeters and Ph. Vlerick will expire at the General Shareholders’ meeting of 28 May 2014. The Board proposes the shareholders to renew their term of office for a period of three years. Their mandate will expire at the General Shareholders’ meeting to be in May 2017.
Etex Annual Report 2013
123
Financial report
6.4
Glossary Definitions below relate to non-IFRS performance indicators. Capital employed Non-cash working capital plus property, plant and equipment, goodwill and intangible assets, investment properties and non-current assets held for sale. Capital expenditure Acquisition of property, plant and equipment, intangible assets and investment properties, excluding acquisitions through business combination. Effective income tax rate Income tax expense divided by the profit before income tax and before share of result in investments accounted for using the equity method, expressed as a percentage. Free Cash Flow Free cash flow is the sum of the cash flow from operating activities, interest paid and received, dividend received less capital expenditure. Net financial debt Current and non-current financial liabilities, including capital leases, less current financial assets and cash or cash equivalents. Net recurring profit (Group Share) Net profit for the year before non recurring items, attributable to the shareholders of the Group. Non recurring items Income statement items that relate to significant restructuring measures, impairment of goodwill and other income or expenses arising from disposal of non productive assets. Operating income or EBIT (earnings before interest and taxes) Income from operations, before financial charges and income, share of result in investments accounted for using the equity method and in-come tax expenses.
Net profit (Group share) Profit for the year attributable to the shareholders of the Group. Recurring distribution rate Gross dividend per share divided by the net recurring profit (Group share) per share, expressed as a percentage. Recurring operating income (REBIT) Income from operations, before non recurring items and before financial charges and income, share of result in investments accounted for using the equity method and income tax expenses. Return on capital employed (ROCE) Operating income divided by the average capital employed (at the beginning of the year plus at the end of the year divided by two), expressed as a percentage. Revenue Includes the goods delivered and services provided by the Group during the period, invoiced or to be invoiced, net of discounts, rebates and allowances. Theoretical income tax expenses Country-based nominal tax rate applied to the profit before taxes of each entity. Weighted average nominal tax rate Country-based nominal tax rate applied to the profit before taxes of each entity divided by the Group’s profit before income tax and before share of result in investments accounted for using the equity method, expressed as a percentage. Weighted average number of shares Number of issued shares at the beginning of the period adjusted for the number of shares cancelled or issued during the period multiplied by a timeweighting factor.
Operating cash flow or EBITDA (earnings before interest, taxes, depreciation and amortisation) Operating income before charges of depreciation, impairment or amortisation on tangible and intangible fixed assets.
124
Etex Annual Report 2013
GRI index
GRI index For its Annual Report 2013, Etex used the G3 Sustainability Reporting Guidelines as developed by the Global Reporting Initiative. As part of better sustainability reporting practices, the report covers economical (Activity Report), ecological (Environmental Report) and social (Social Report) topics, complemented with detailed financial information (Financial Report). Standard Disclosures Part I: Profile Disclosures 1
Strategy and Analysis
1.1
Statement from the most senior decision-maker of the organization.
2
Organizational Profile
2.1
Name of the organization.
Page 52
2.2
Primary brands, products, and/or services.
Activity Report: Page 16 (Cladding & building boards, and Siniat), Page 17 (Siniat, Cedral and Equitone); Page 18 (Equitone); Page 19 (Dryco Systems); Page 20 (Roofing: small and large roofing elements, Creaton, roofing materials Klassik, Terra Optima and Noblesse); Page 21 (Teja Granada); Page 24 (Fire Protection & Insulation solutions); Page 25 (Promat & Microtherm); Page 26 (Slimvac Microporous); Page 28 (Ceramic floor and wall tiles, Cordillera HD, Cerรกmica san Lorenzo and Cerรกmica Cordillera)
2.3
Operational structure of the organization, including main divisions, operating companies, subsidiaries, and joint ventures.
Profile pages 8-9, Strategy page 10, Financial Report pages 56-57, and Note 29 Etex companies pages 115-119
2.4
Location of organization's headquarters.
Profile page 10, and Governance Report page 55
2.5
Number of countries where the organization operates, and names of countries with either major operations or that are specifically relevant to the sustainability issues covered in the report.
Key Figures page cover, Profile pages 8-9, Finance Note 1 page 79
2.6
Nature of ownership and legal form.
Profile page 8, Governance Report page 52
2.7
Markets served (including geographic breakdown, sectors served, and types of customers/beneficiaries).
Key figures page cover, Profile pages 8-9, Strategy pages 10-12, Activity Report pages 15-29 , Finance pages 48-51, Note 1 page 79
2.8
Scale of the reporting organization.
Key Figures (Revenue per activity), Profile page 8 (17,442 employees, 119 production sites, 45 countries); Financial Report pages 56-57
2.9
Significant changes during the reporting period regarding size, structure, or ownership.
2013 Key Events, Message to our stakeholders pages 6-7, Finance Review pages 48-51 (Divestment of La Chape Liquide and Gyvlon), Financial page 59 section Subsequent events
3
Reporting Parameters
3.1
Reporting period (e.g., fiscal/calendar year) for information provided.
From 1 January 2013 to 31 December 2013, Referred to throughout the document as 'in 2013' or '2013'. For example: Key Figures 2013, and 2013 Key Events. Also in Finance Report 6.2.2 Accounting Policies page 64.
3.2
Date of most recent previous report (if any).
16.04.2013 is the date on which 2012 Annual Report was published on website http://www.etexgroup.com/etex-annual-report
3.3
Reporting cycle (annual, biennial, etc.)
Annual, cfr Finance Accounting Policies page 64.
3.4
Contact point for questions regarding the report or its contents.
Governance Report page 53
3.5
Process for defining report content.
This report's content is based on the structure of previous years to maintain consistency and comparability. The structure is also in line with the priorities and strategy of Etex. Also, in Financial Report page 59 (Stakeholder information). Activity (Profit), Environmental (Planet) and Social (People) Report. A detailed Financial Report completes the general report. The communications department is coordinating the process, defining content with all relevant parties and responsible members of the Executive Committee, the report is being approved by all relevant parties and the ExCom and is presented to the Board. Financial Accounting Policies page 64
3.6
Boundary of the report (e.g., countries, divisions, subsidiaries, leased facilities, joint ventures, suppliers). See GRI Boundary Protocol for further guidance.
Finance page 56, Accounting Policies page 64, Note 29 page 115
3.7
State any specific limitations on the scope or boundary of the report (see completeness principle for explanation of scope).
No limitations
3.8
Basis for reporting on joint ventures, subsidiaries, leased facilities, outsourced operations, and other entities that can significantly affect comparability from period to period and/or between organizations.
Finance page 56, Accounting Policies page 64, Note 29 page 115
Etex Annual Report 2013
Pages 6-7
125
GRI index
3.11
Significant changes from previous reporting periods in the scope, boundary, or measurement methods applied in the report.
Our environmental report incorporates full figures from Siniat (for 2013 and, retroactively, for 2012) page 32,
3.12
Table identifying the location of the Standard Disclosures in the report.
Page 125-127
4
Governance, Commitments, and Engagement
4.1
Governance structure of the organization, including committees under the highest governance body responsible for specific tasks, such as setting strategy or organizational oversight.
Governance Report page 52-53
4.2
Indicate whether the Chair of the highest governance body is also an executive officer.
Governance Report page 52-53
4.3
For organizations that have a unitary board structure, state the number Governance Report page 52-53. Based on the Code Corporate Governance in of members of the highest governance body that are independent and/ Belgium (the former Code Lippens), 4 members of the Boards of Directors are or non-executive members. independent.
4.4
Mechanisms for shareholders and employees to provide recommendations or direction to the highest governance body.
Finance Review pages 56-59, Social Report Communities pages 44-47 and HR pages 38-39.
4.14
List of stakeholder groups engaged by the organization.
Etex's main stakeholders are its employees, shareholders, providers of capital and the communities in which the group companies operate. These are referred to throughout the document, e.g. on the pages of the Finance Review page 56-59, in the Message to our stakeholders pages 6-7, in the part of our Strategy pages 10-12 and our Community Relations pages 44-47.
4.15
Basis for identification and selection of stakeholders with whom to engage.
Etex has no formal process in place. Etex wants to report on its activities in the first place towards shareholders, banks, employees and the communities in which the group companies operate. Cfr Finance Review pages 56-59.
Standard Disclosures Part III: Performance Indicators Economic Economic performance EC1
Direct economic value generated and distributed, including revenues, operating costs, employee compensation, donations and other community investments, retained earnings, and payments to capital providers and governments.
Finance report page 56, Note 1 - Note 6 page 79-83, Note 21 page 103, Note 24 Note 25 page 111-112.
EC3
Coverage of the organization's defined benefit plan obligations.
Finance page 103.
EC4
Significant financial assistance received from government.
Finance Note 23 page 109-111.
Environmental Materials EN1
Materials used by weight or volume.
In 2013, 9,671,077 tonne of raw materials were used.
EN2
Percentage of materials used that are recycled input materials.
Environmental Report page 32 (partially reported)
Energy EN3
Direct energy consumption by primary energy source.
Gas: 5,130,391,057 kWh (18 469 407.8 gigajoules) - Fuel: 71,712,317 kWh (258 164.341 gigajoules)- Other resources: 252,504,328 kWh (909 015.581 gigajoules)
EN4
Indirect energy consumption by primary source.
Environmental Report page 34 Electricity: 894,609,764 kWh (3 220 595.15 gigajoules)
EN5
Energy saved due to conservation and efficiency improvements.
Environmental Report page 32
EN6
Initiatives to provide energy-efficient or renewable energy based Page 19 (Dry construction helps reduce a structureâ&#x20AC;&#x2122;s carbon footprint and products and services, and reductions in energy requirements as a result increase its energy efficiency.), Environment Report page 34 of these initiatives.
EN7
Initiatives to reduce indirect energy consumption and reductions achieved.
Our strategy page 7, Environment Report pages 32-34 (partially reported)
Emissions, effluents and waste EN16 Total direct and indirect greenhouse gas emissions by weight.
Environmental Report pages 32-34. Limited to direct emissions (partially reported)
EN18 Initiatives to reduce greenhouse gas emissions and reductions achieved. Environment Report page 32 (partially reported) EN24 Weight of transported, imported, exported, or treated waste deemed hazardous under the terms of the Basel Convention Annex I, II, III, and VIII, and percentage of transported waste shipped internationally.
126
7,480 ton of hazardous waste. No waste was shipped internationally.
Etex Annual Report 2013
GRI index
Compliance EN28
Monetary value of significant fines and total number of non-monetary sanctions for non-compliance with environmental laws and regulations.
There were no fines or sanctions in 2013.
Overall EN30
Total environmental protection expenditures and investments by type.
13,503,896 euro invested, cfr Environmental Report page 34 (partially reported)
Social: Labor Practices and Decent Work Employment LA1
Total workforce by employment type, employment contract, and region.
Profile page 9: per region, Social Report HR page 38: total 17,442 employees â&#x20AC;&#x201D; 84% men (14,651) and 16% women (2,791); employees by age (graph); 85.1% permanent (17442) and 4.9% temporary (898); Financial Report page 80 (Groupâ&#x20AC;&#x2122;s employees is split into categories by employment type)
LA2
Total number and rate of employee turnover by age group, gender, and region. Social Report HR page 38 (16 per cent) Occupational health and safety
LA7
Rates of injury, occupational diseases, lost days, and absenteeism, and number Social Report HR page 38 (absenteeism) and H&S page 40-41 of work-related fatalities by region.
LA8
Education, training, counseling, prevention, and risk-control programs in place to assist workforce members, their families, or community members regarding serious diseases.
Social Report HR pages 38-39, H&S pages 40-41, and pages 42-43
Training and education LA10
Average hours of training per year per employee by employee category.
Social Report HR pages 38-39
LA11
Programs for skills management and lifelong learning that support the continued employability of employees and assist them in managing career endings.
Social Report HR pages 38-39
LA12
Percentage of employees receiving regular performance and career development reviews.
Social Report HR pages 38-39
Social: Human Rights Non-discrimination HR4
Total number of incidents of discrimination and actions taken.
Social Report Communities page 44
Child labor HR6
Operations identified as having significant risk for incidents of child labor, and measures taken to contribute to the elimination of child labor.
Etex Annual Report 2013
Social Report Communities page 44
127
GRI index
128
Etex Annual Report 2013
Annual Report 2013 – Satisfaction survey Drafting an annual report always involves a significant amount of work. In addition to conveying the group’s desire to be more open than in the past, more importantly, the report should meet the expectations of our stakeholders as regards information about Etex. Who better than you can help us achieve this goal! The survey therefore aims to assess your satisfaction with our Annual Report. Based on your feedback, we will try to further improve our communication in the future. This questionnaire consists of 8 multiple choice questions. It will take you at most 2 minutes to complete and you can rest assured that your answers will be processed anonymously. If you agree to participate in this short survey, two options are available to you, depending on your geographical location: • You can take part in this survey online at this address: http://bit.ly/Etex-Survey-AR2013 • If you are based in Belgium, you can also fill in and send the survey card included with this Annual Report (postage costs will be borne by the recipient).