Annual Report The Greenery 2010

Page 1

2010 Annual Report Growing a healthy business


Note This Annual Report presents the financial results of and developments at Coรถperatie Coforta U.A. over the year 2010. The Annual Report and consolidated financial statements of the Coforta Cooperative were prepared under the responsibility of the Management Board of the Cooperative. This document includes the Financial statements of The Greenery B.V. and its marketing company Coforta Verkoop and trading company The Greenery. The Annual Report was drawn up on 31 December 2010. The official Annual Report was compiled and adopted in the Dutch language. This document is a translation of the official Annual Report.


Table of contents Profile

3

Foreword

6

Consolidated Key Figures

9

1.0 General Management Report

11

1.1 Financial results and developments

11

1.2 The Greenery - developments at the trading company

13

1.2.1 Strategic focus

13

1.2.2 Commercial developments

16

1.2.3 Doing business with the source

17

1.2.4 Refocusing strategy

21

1.3 Coforta Verkoop B.V. - developments at the marketing company

23

2.0 Report of the Management Board of Coรถperatie Coforta U.A.

25

3.0 Corporate Governance

28

4.0 Message from the Supervisory Board

32

Financial statements

34

1


2


Profile The Greenery B.V. and its subsidiaries are jointly owned by approximately 1,000 affiliated growers making up Coöperatie Coforta U.A.. At the end of 2010, the Cooperative had a workforce of 1,631 and realised an annual turnover of EUR 1.84 billion. With its two marketing companies and wholly-owned subsidiaries, it is a reliable partner for fresh fruit, vegetables and mushrooms for customers and suppliers alike. The Cooperative aims to generate added value for its members through results-oriented marketing and by ensuring a good grower price.

In 2010, Coöperatie Coforta U.A. introduced a new

Members

cooperation model in which members can choose a preferred sales channel at the individual product level. The

Members’ Council

two trading channels on offer are either The Greenery - a Coöperatie Coforta U.A.

trading company targeting the European retail market - or Coforta Verkoop B.V. - a new marketing company targeting the Dutch wholesale market. As from 2010, growers

Supervisory Board

therefore have two avenues to the market. Together, these two companies form a powerful presence on the potato,

The Greenery B.V.

fruit and vegetable market. Each company offers short The Greenery trading company

Coforta Verkoop B.V.

lines with growers and works to ensure maximum efficiency in the supply chain.

3


The Greenery trading company is a leading European market supplier of a full range of fresh fruit, vegetables and mushrooms and offers a package of support services including logistics services and marketing activities. Focused on international retail customers, the company is primarily active in the Benelux countries, Germany, the UK, Southern Europe, Scandinavia, Russia and Central Europe, North America and the Far East. Trading company The Greenery’s product range includes a complete assortment of glasshouse vegetables, soft fruit, hard fruit, mushrooms, field produce, exotic produce and related convenience products. It also supplies a broad range of organic products through its subsidiary Natu­relle and markets onions worldwide. Through its subsidiary Hollander, the company supplies all fresh produce logistics for the approximately 270 PLUS retail supermarkets. The Greenery has a number of subsidiary companies, set up to ensure that each market it supplies is optimally served. Each of these companies is specialised in a particular product range or market. For this purpose, The Greenery trading company has branches in the Netherlands, Belgium, Spain, the UK, Poland, Italy, Russia, Romania, China and the USA. Coforta Verkoop B.V. focuses on the Dutch wholesale and export markets, with an approach based on sales per product segment. Growers who sell their products through Coforta Verkoop can benefit from economies of scale by buying various services – including transport, packing and packaging and quality control – under the Cooperative’s direction, from either external parties or Coforta itself. In 2010, Coforta Verkoop B.V.’s product range comprised cucumbers, tomatoes, bell peppers and aubergines.

4


5


Foreword The year 2010 was defined to a significant extent by the introduction of a new cooperation model. The new model allows the Coforta Cooperative to serve various markets through two different channels, each of which has a clear emphasis and distinct approach. Together, they not only provide optimum market coverage, but give growers a choice in how their products are sold. This choice offered to growers is a typical feature of the modern cultivation company, where a focus on economies of scale and professionalism is driving increased involvement in the commercial process and the provision of more intensive, personal service. The Cooperative’s introduction of the new model represents an important step on the way to facilitating modern horticultural entrepreneurship.

The marketing company Coforta Verkoop B.V. was set up in

Implementation of the new cooperation model was rapid

March 2010 to realise the aims of the new cooperation model.

and smooth, and the subsequent evaluation showed

In addition to the choice it offers growers on how to approach

positive results for the Coforta Cooperative, The Greenery

the market, the Coforta Cooperative also expressly facilitates

trading company and Coforta Verkoop B.V.

the clustering of sector-oriented products and services. After

6

having joined the Cooperative, grower associations can

The Greenery has successfully strengthened its retail

organise their supply via Coforta Verkoop B.V. whilst retaining

position, whilst newcomer Coforta Verkoop has gained a

their individuality and freedom to conduct their own business.

solid foothold in the Dutch wholesale market. With

The motto that has shaped this new model is ‘collaborative

marketing activities conducted in close collaboration with

power driven by individual strength’.

growers, the two distribution companies continue to be a


direct channel to the source of fresh, high-quality potato, fruit and vegetable products. The companies’ combined volume of sales was higher in 2010 than in 2009, with a proportional rise in turnover. For trading company The Greenery, 2010 held various challenges. The previous year’s pressure on profits and pricing continued. In this difficult market, however, the trading company still managed to strengthen its position with retailers. Concerted efforts among growers, the

Philip Smits

Theo Ammerlaan

trading company and retailers brought about improvements

General Manager

Chairman of Coöperatie

in delivery efficiency, and The Greenery met consumer and

The Greenery B.V.

Coforta U.A.

retailer demands for greater supply chain sustainability and transparency about product origins. The Greenery continued to chart a course led by the aims of operational excellence and the provision of added value. Efforts towards efficient and cost-conscious working processes were also heightened in 2010. Successful improvement processes were implemented in areas such as purchasing control, goods flow control and warehouse management, of which the implementation of SAP at the Zaltbommel site is a good example. Whilst trading company The Greenery showed good results in the aforementioned areas, net pressure on profits in the various sales markets was significant and bore down on the 2010 operating result. In 2011, The Greenery will step up efforts to transform itself into a results-oriented and cost-efficient organisation, with the ultimate goal of strengthening its position in the European market. The Greenery and its sole shareholder, the Coforta Cooperative, are working hard to build a healthy future for the fruit, vegetable and mushroom sector. Within its two

Priorities for 2011

distribution companies, The Greenery is investing in the people, resources and knowledge needed to gain a leading

The Greenery trading company:

position in its core market countries, led by a vision of

Refocusing strategy: operational excellence and added value

creating a healthy business for customers and securing a good

grower

price

for

members

of

the

Coforta

Strengthening the market approach based on product specialisation

Cooperative.

Step up cost-cutting measures

Employees’ clear focus and drive has played a crucial role

Implement SAP closure of a DC

in securing the continuing trust of all major retail customers

Implement the logistics concept, including closure of a DC.

in the company’s key sales markets. On behalf of the general management and Management Board of the Cooperative, we would like to take this opportunity to

Coforta Verkoop B.V. marketing company:

extend heartfelt thanks for their efforts.

Maintain focus on optimising the sales process

Our mission is to be a strong partner for both customers

Crystallise product marketing

and growers!

7


8


Consolidated Key Figures Consolidated profit and loss account

2010

2009

Turnover from members’ products

749

633

Total operating income

1.843

1.627

Volume increase/decrease

0,3%

(2%)

1.263

1.149

213

231

95

95

Net turnover Gross contribution Personnel costs Depreciation

26

28

Other operating costs

88

94

Other operating expenses

209

217

4

14

Financial income and expenses

(8)

(9)

Tax on profit

1

(2)

Profit from participating interests

8

4

Minority shares in group profit

0

0

5

7

Operating result

Net profit Cash flows Additions

15

18

Disposals

21

0

Cash flow from operating and investment activities

7

(25)

509

503

Equity and financing Balance sheet total Invested capital

316

320

Return on average invested capital

1,1%

4,5%

Capital base

209

201

Capital base as a percentage of total assets

41,0%

40,1%

Interest-bearing debt

146

146

Members’ loans

86

94

1.631

1.655

Number of staff members Full-time equivalents (FTEs) as at 31 December

(amounts in millions of euros)

9


10


1.0 General Management Report 1.1 Financial results and developments Net profit for the 2010 financial year was EUR 4.8 million, compared to EUR 7.4 million in 2009. Turnover rose from EUR 1.63 billion in 2009 to EUR 1.84 billion in 2010 thanks primarily to an increase in volume (0.3%) to our retail customers and higher average prices. With the costs arising from a higher average purchase price level not fully recoverable from sales prices, particularly during the summer months, pressure on the operating result was high.

A number of changes in the supply process caused logistics

The balance of income and expenses, which mainly

to run less smoothly than anticipated and resulted in

concerns interest charges, declined by EUR 1.9 million in

incomplete implementation of improvements scheduled

2010 compared to 2009, to EUR 7.5 million. This was largely

for 2010. By contrast, the closure of the packaging site in

a result of a lower average interest rate. The Greenery’s

De Lier achieved a boost in efficiency. The policy of

minority interests, particularly in Hessing and EPS, showed

introducing greater flexibility in logistics costs led to a

strong profits in 2010, raising results from participating

reduction of the permanent workforce and increased use of

interests to EUR 8.3 million in 2010 (compared to 4.3

temporary staff. Pension costs were up relative to 2009

million in 2009).

due to the new life expectancy standards adopted in 2010. These costs were calculated on the basis of the IAS 19

To sum up, whilst The Greenery’s gross profit was under

guideline. Net labour costs continued along the same

pressure in 2010, the company succeeded in limiting

course as in 2009.

expenses and saw net profits rise significantly thanks to its participating interests.

Due in part to one-off gains arising from a release of provisions and reserves, operating expenses were lower

Investments and disposals

than in 2009. The operating result for 2010 was EUR 3.6

In 2010 a large number of loans connected with investments

million, compared to EUR 13.9 million in 2009.

in commercial growers were redeemed, with the associated

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investments consequently transferred to the organisation’s

The balance of mandatory members’ loans fell by

members. In the cash flow statement, this is represented

approximately EUR 3 million due to the balance of released

by disposals to a sum of EUR 21 million. A total of EUR 15

annual payments being greater than that of new loans. The

million was invested in 2010 (compared to EUR 18 million

mandatory members’ loans are subordinated loans granted

in 2009), which went towards machinery and internal and

by members to The Greenery and form an important part

external transport resources. Specifically, these investments

of the capital base. Member loans are mainly established

were made to replace existing resources and implement

by annually withholding 1% of the grower price payments

efficiency improvements in logistics operations. In 2010

to members and converting these withheld amounts into

The Greenery further supplied a loan to a British trade and

loans with an eight-year term. The interest to be paid on

production company in the tomato sector, thereby

these loans is set only once at the beginning of the loan

solidifying its position in the British market.

and, for members, is based on the return on government loans with a term of eight years increased by a mark-up of

Financing

1.4%.

The Greenery’s equity capital grew to EUR 73 million in 2010, compared to EUR 63 million at the end of 2009.

Outlook

Aside from profits, the revaluation of land and buildings in

Looking ahead to 2011, the company will place a key

connection with amended development plans also

emphasis on bolstering gross profit supported by a sharper

contributed to this growth. The company’s capital base as

focus on results per product group, and work towards

a percentage of the balance sheet total increased by 0.9%

further flexibility of costs. Better logistics control will enable

to 41%.

the

closure

of

one

distribution

centre

in

2011,

notwithstanding a projected slight increase in volumes. Thanks in part to the above-mentioned transfer to growers

Aside from tightening the supply chain for fresh produce

of various investments, other loans decreased with

and boosting the efficiency of logistics operations, improved

approximately EUR 16 million. In response to the difficult

logistics control will also help to reduce the level of fixed

financial circumstances besetting many horticultural

costs and result in a slight decrease in The Greenery’s

businesses, members drew funds from the voluntary

workforce in 2011. The company will continue to invest in

members’ loans to The Greenery, resulting in a EUR 6

additional logistics efficiency improvements and in the

million decrease in the voluntary members’ loan capital, to

implementation of a new automation system. These

EUR 13 million. This development, combined with the

investments will be financed from the cash flow.

investments, led to a significant increase in the use of the bank facility, with a corresponding rise in loans from credit institutions at the end of 2010.

12


1.2 The Greenery - developments at the trading company All operations at The Greenery revolve around the company’s most important activity – the supply of a complete range of fresh fruit, vegetables and mushrooms to retail customers across Europe, North America and the Far East. Excellent quality and a professional approach guide everything we do. 1.2.1 Strategic focus

operational excellence in 2010, including the implementation

In 2010, trading company The Greenery continued to pursue

of the SAP software system at the Zaltbommel site and

its objective of ‘creating a healthy business through highly

throughout Greenery Benelux, the introduction of a new

effective collaboration’. The strategy formulated to realise

process improvement method, as well as various other

this objective is based on two pillars: achieving operational

projects in areas such as purchasing control and goods flow

excellence and providing added value. By pursuing this

control.

strategy, The Greenery was able to reinforce its position in international retail in 2010, acquiring new customers in

The Greenery is one of the first distributors in the European

various markets and moving forward with planned efficiency

fruit and vegetable sector to deploy SAP as the standard

improvements. Despite these successes, however, sustained

business software for all its organisational units. The SAP

pressure on earnings dampened financial results.

system was first introduced at Zaltbommel in 2010, where it boosted product flow and operational process efficiency

Operational excellence

by 15%. These improvements were reflected in higher

An important pillar underpinning trading company The

levels of service, faster retail packaging activities and a

Greenery’s strategy is its firm ambition to work as efficiently

reduction in return shipments. The software system will be

and as cost-consciously as possible. Led by the motto of

implemented throughout Greenery Benelux in 2011 and

‘Smarter & Better’, The Greenery dedicated key efforts to

organisation-wide in 2012.

13


The introduction of new process improvement procedures

itself through specialised products, market understanding

at the distribution centres helped to raise production

and services for example. Armed with these assets, The

capacity in 2010. Specifically, these procedures tackled

Greenery can provide its customers with the added value

losses in business operations and introduced uniform

that will set them apart in a largely generic market in

working methods. Internal logistics processes were

which consumer brand names are conspicuously absent.

standardised and optimised at Bleiswijk in 2010.

That additional value can be provided – where worthwhile – at various levels, including in product development, food

The range of measures taken to improve goods flow control

safety, trade marketing, logistics solutions and product

effected a transport reduction of 6%, thanks primarily to

knowledge.

improved information about goods flows within the organisation. Investments in high-performance production lines in 2010 should enable further mechanisation of the production process in 2011. Mix tomatoes concept The introduction of the new cooperation model at the Coforta Cooperative and its impact on various operational

Mix tomatoes is a concept that was successfully

processes resulted in additional one-off costs in 2010. The

launched in the stores of the leading German retailer

organisation has now adapted to the new situation.

in 2010 and taps into the individualisation trend. Snack tomatoes are generally sold pre-packaged.

Added value

This new product concept allows consumers to

The market in which trading company The Greenery

choose from a wide range of exceptionally tasty

operates is characterised by a high proportion of mass-

snack tomatoes with full freedom to vary quantity,

produced products and an increasing focus on price. Though

colour and flavour.

many producers and growers perceive this trend as a threat, The Greenery sees opportunities for distinguishing

14


Volume breakdown by region

Sustainability Sustainability is an integral part of operations within The Greenery and is implemented around the strategy of ‘Healthy is More’. Focusing on the areas of healthy cultivation, healthy innovation, healthy variation, healthy communication, healthy business operations and healthy employees, this strategy is driving The Greenery’s efforts towards a fully sustainable supply chain. With the introduction of the Nature Counts initiative, The Greenery is stimulating the horticultural sector and particularly individual Coforta growers to opt for sustainable methods to cultivate fresh fruit and vegetables. Nature Counts also

The Netherlands 50%

provides a clear way to communicate information about

Germany 11%

sustainable products to customers and consumers. In 2010,

United Kingdom 13%

the first Nature Counts designations were allocated to

Rest of Europe 21%

growers at the forefront of sustainability. For more

Rest of the world 5%

information, see www.naturecounts.com. All corporate social responsibility efforts undertaken by The Greenery can be found in The Greenery’s sustainability

Working in cooperation with growers, research institutions

report, published online annually at www.thegreenery.com.

and seed enhancers, The Greenery is developing exclusive new breeds to respond to the wishes of consumers and customers. The Greenery can also offer considerable expertise in the area of food safety, and is striving to reduce the use of crop protection agents without loss of quality. The company’s valuable customer and consumer expertise is manifested in various areas, including its proactive development and marketing of distinctive products, services and concepts. Naturally, everything revolves around the market. Regular shopper and consumer surveys give The Greenery a view on the customer and consumer perspective, resulting in a greater appreciation of consumer

Club varieties

preferences and behaviour. Drawing on these insights, The Greenery successfully launched various new products in

Guided

by

its

strategy

of

market-oriented

2010, including the Dazzling Gold pear and mix tomatoes.

production and sales, The Greenery is placing a

The organisation also supports its customers with trade

key focus on club varieties. Club varieties are set

marketing activities.

apart by the innovative element of brand name marketing. They provide a way for retailers to

With its wealth of logistics expertise, trading company The

project a distinctive image and offer growers the

Greenery is well equipped to lead customers and growers

prospect of healthy profits. Current club varieties

in optimising the supply chain from start to end. Intensive

marketed by The Greenery are the Sweet Sensation

supply chain management and direct links between grower

pear, Rubens apple, Wellant apple and Junami

and customer are resulting in greater supply efficiency and,

apple. A new addition in 2010 was the Dazzling

consequently, faster turnaround times.

Gold pear. The exclusive Sweet Sensation pear is now to be cultivated in the Netherlands, France and

Retail customers appreciate the added value that The

the southern hemisphere, which will yield larger

Greenery provides and consider the organisation a key

volumes within a relatively short time span.

partner in decisions regarding options in the potato, fruit and vegetable market.

15


1.2.2 Commercial developments

the organisation to serve customers more quickly and

European sales of fruit, vegetables and mushrooms are

efficiently and are playing a vital role in resolving various

concentrated mainly in the retail market, which therefore

challenges, such as the phytosanitary issues that confronted

makes up trading company The Greenery’s key customer

Western European export countries in 2010.

group. Internationally, The Greenery supplies 19 of the top 25 retailers. The organisation’s sales strategy is aimed at

Supply to the USA and Canada showed healthy growth. With

expanding volume in the European retail sector as well as

a 40% share of the Dutch export market to North America,

achieving growth in line with or topping the market. Sales

The Greenery boasts a strong position in the American

targets for 2010 were to raise the turnover rate among retail

market. Currently, some ten million kilograms of vegetables

customers in The Greenery’s core markets of the Benelux,

are exported to the USA on an annual basis, and the sales

UK and Germany and to achieve organic growth in markets

office in Philadelphia has now further strengthened ties with

with commercial potential such as Eastern Europe, Russia

local producers in Mexico and Canada in order to secure a

and the USA. As part of its efforts to achieve these aims,

steady supply for this market into the winter period. In 2010,

The Greenery has clustered commercial activities within

supply from Mexico and Canada was able to compensate the

country divisions for the Benelux, Germany/Scandinavia,

temporary moratorium on bell pepper exports from the USA

the UK, Russia/Central Europe, Southern Europe and Overseas

due to phytosanitary restrictions.

(USA, Canada, the Middle East, Japan and the Far East) respectively.

Following an exceptionally good year in Southern Europe in 2009, The Greenery held onto its position there in 2010.

The trend towards retail consolidation continued in the

Merging the commercial divisions of Greenery Sales Southern

Benelux in 2010. The Greenery expanded its market share

Europe and its subsidiary Hoogsteder in 2010 has given The

in this region, delivering a broad range of products to major

Greenery greater commercial clout in the Southern European

retailers and working closely with all chain partners to

market. Exports of The Greenery products to France remained

ensure the fastest possible fresh produce process from

stable, while a good year of sales in Italy in 2009 was

grower to shelf.

followed by a slight dip in 2010.

In its European core market countries, The Greenery has

Southern Europe is showing a clear trend towards increased

noted rising consumer preference for products of local

consumer supermarket purchases. Where these account for

origin. Tapping into this trend, The Greenery claimed a

85% of all purchases in the Netherlands, until recently that

strategic position in the UK market at the end of 2009 by

percentage was still under 50% in Southern Europe. The

partnering with a British glasshouse vegetable producer.

new trend is evidence that the region offers huge growth

Thanks in part to this strategic move, The Greenery

potential for The Greenery.

significantly strengthened its position in the UK market in 2010, expanding its customer base and offering a wider range of products to existing customers. The year also saw The Greenery intensify business operations in Germany. The trading company managed to strengthen its position by cementing agreements with various new customers and a range of opportunities for locally based activities are still being explored. The basic aim driving all these activities is to strengthen the position of Dutch growers. Tying in with its growth strategy, The Greenery also expanded activities in Russia and Central Europe. Although these regions have been hit hard by the effects of the economic crisis, their growth potential remains high. In 2010 The Greenery appointed a sales director for Russia and Central Europe to oversee commercial activities in the region. Local representatives, both commercial and operational, enable

16


1.2.3 Doing business with the source Doing business with trading company The Greenery means doing business with the source. As a supplier, The Greenery

Fred&Ed kids marketing concept

is intensively engaged with growers in the seven product groups that represent the organisation’s areas of

The Greenery wishes to set a good example when

expertise,such as soft fruit, hard fruit, mushrooms, field

it comes to promoting healthy nutrition for children.

produce, glasshouse vegetables, organic products and

The company has taken various initiatives over

import products. Efforts in 2010 centred on further

the past few years to develop fruit and vegetable

professionalism in these seven product groups and on

concepts that will appeal to children. The Fred&Ed

drawing up product business plans in consultation with

snack fruit and vegetable range was developed

growers. Growers are increasingly intent on direct access to

in 2009 and launched in 2010. Linking this line of

the marketplace, and The Greenery is keen to meet this

healthy snacks with the popular Fred&Ed characters

demand. During its information sessions on product

(part of a Dutch national campaign to encourage

business plans, growers gain insight into the market

sensible eating amongst children) makes fruit and

situation in national, European and global contexts,

vegetable snacks appealing to this age group. The

enabling them to make informed choices. Specifically, by

Fred&Ed snack fruit and vegetable range marketed

drawing on statistics and individual product expertise,

by The Greenery in association with Food Sense

these sessions open a window onto the market which then

was recognised with a Superintro Award in 2010

forms the basis for strategic plans covering supply options

and named best initiative of 2010 in the children’s

for that product.

product market by readers of Levensmiddelenkrant, a food products trade magazine. These awards

Growers justly demand a fair price for their products. For

testify to a real appreciation for Fred&Ed, which has

most product groups, The Greenery succeeded in

the potential to develop into a successful product.

achieving better prices for its growers relative to other market parties in 2010.

17


The Greenery also took steps to achieve more short and closed supply chains in which retailers are supplied with products from a fixed group of selected growers. These

Innovative and exclusive varieties of soft fruit

tighter supply chains make it possible to save costs whilst improving quality on the store shelf. Moreover, thanks to

The Greenery aims to expand its soft fruit range with

these exclusive partnerships, The Greenery is assured of

exceptionally flavourful varieties suitable for sale via

efficient and reliable distribution channels.

retail and trade channels alike. Brilliance raspberries and Valor strawberries are examples of exclusive

Soft fruit

varieties that better reflect customer wishes in terms

The Greenery is the Netherlands’ market leader in fruit.

of flavour, shelf-life and year-round supply. The

Working

Greenery’s marketing of such varieties is contingent

in

cooperation

with

international

seed-

enhancement companies and producer organisations, The

on their economic profitability for growers.

Greenery is actively developing exclusive new breeds to meet the flavour, shelf-life and quality demands of consumers and customers. With more than a 35% share in Dutch production and a full range of products year-round, The Greenery covers the entire European market. Key

in the Netherlands, the UK, Germany, France and Eastern

markets are the UK, Germany and Russia. By organising all

Europe. The Greenery continued its existing hard fruit

logistics activities from a central point and strategically

strategy unchanged in terms of shape and content.

deploying grower locations within its logistics network,

Enhancement of the quality of unrestricted varieties,

The Greenery can guarantee that supply chains are as tight

international cooperation and expansion of the club varieties

as possible.

range and efficiency improvements through centralised refrigeration and sorting are all integral components of the

18

Hard fruit

company’s strategy for sustainable growth in this area.

Overall supplies of hard fruit were down due to the prolonged

International partnerships with leading organisations such

cold weather period in 2010. The Greenery delivers more

as Capespan have made promising club varieties such as the

than 60% of its supply of hard fruit to supermarkets, mainly

Sweet Sensation and Dazzling Gold available year-round.


Glasshouse vegetables

Field produce

Despite a year in which lower-than-average sunshine

As a major supplier of field produce, The Greenery offers its

deflated the yield of glasshouse vegetables and supplies

customers a wide and varied range of products. In 2010,

from Southern Europe declined, 2010 still managed to

several field growers saw their crops fail due to bad

show mixed results. There were substantial differences

weather conditions, which served to check profits. At the

from one product to another. Compared to 2009, the

same time, however, a diminished supply led to better

marketplace was willing to pay a considerably higher price

prices for various field products. The Greenery continued to

for a number of tomato groups, whilst prices for bell

work in close collaboration with seed-enhancers to develop

peppers were modest in proportion to cost price. In March

new breeds and ran tests to identify suitable candidates for

2010, several glasshouse growers began marketing their

convenience products.

products via The Greenery BV’s group company Coforta Verkoop BV. The Greenery worked to accommodate these changes and was able to continue supplying its full range of products. Efforts in Germany were intensified in 2010, with a particular emphasis on glasshouse vegetables and these efforts paid off with increased demand for vegetable fruits from German retail customers.

19


Mushrooms

moreover represented a clear case of structural growth.

The Greenery also offers a comprehensive range of

Following the appointment of a new managing director

mushrooms, including everything from white button

and reinforcement of the commercial management

mushrooms to an assortment of exotic breeds. Processing

structure, Naturelle is now fully focused on expanding and

over 750 tonnes of mushrooms every week, The Greenery

strengthening its market share and organic product range.

ranks among the largest producers and suppliers in the

This new phase of growth gained a strong foothold in 2010

Netherlands. 2010 was a mediocre year for mushroom

thanks to efforts to increase the professional nature of the

growers. Compared to previous years, the market price to

organisation.

cost price ratio for mushrooms was modest. Additionally, there was heavy competition from other production

As a certified licencee, Naturelle has been the exclusive

countries such as Poland.

supplier of all fruit and vegetables bearing the Bio+ label for a number of years. In 2010, the partnership with the

In 2010 The Greenery expanded its mushroom centre at

foundation responsible for the Bio+ brandname was

Zaltbommel to meet ongoing growth in the organisation’s

expanded into additional areas. With a varied range of

mushroom-based commercial, logistics and product-related

more than 300 products, the organic label is carried by not

activities. This resulted in significant expansion and

only fruit and vegetables, but also segments like meat and

optimisation of the site’s storage and processing capacity

dairy produce. The product range is sold by various Dutch

and the SAP software system was implemented. With an

retail chains, of which three major chains have committed

efficiency improvement rate of 15%, The Greenery was

themselves to the Bio+ brand. Partnerships within different

able to reinforce its market position as a reliable specialist

product groups have enabled Bio+ to create a recognisable

in mushrooms.

brand name for itself, which was reflected in a growth of nearly 40% in 2010.

Imports Operating under the name of Hagé International, The Greenery provides its customers with a wide range of import products, most of which are available all year round. Hagé International works with leading delivery agents and on the basis of firm agreements. Results within the imports division improved in 2010 thanks to an increase in sales activities and an improvement in logistics process efficiency. Demand for import products was good throughout the year and showed an upward trend particularly for hard fruit, grapes and pineapples. The year also saw a new exotics unit established within Hagé International, operating under the name of Hagé Exotics and Specialties and set up to focus on the growing Dutch and European market for special exotics and ready-toeat fruit. The products will be marketed under the Solentes brand. Within the new Hagé International unit, investments are being made in specific product and logistics know-how

Mild sprouts

needed to market these products. In 2010 the first volumes of mild Brussels sprouts Organic produce

were commercially harvested. Taste studies have

A large proportion of the range of fruit, vegetables and

shown that Dutch and German consumers prefer a

mushrooms sold by The Greenery is also available in

mild-flavoured variety over the classic sprout. In the

organic form. These products are supplied by Naturelle,

2010/2011 winter season The Greenery responded

which is The Greenery’s division for organic produce set up

by launching the mild Brussels sprout at its retail

as a retail partner for organic fruit and vegetables. In 2010,

customers.

growth in the European market for organic products outpaced that for regular fruit and vegetable products, and

20


1.2.4 Refocusing strategy Looking to the year ahead, The Greenery does not expect any major changes in market conditions. Continued

Vitapauze kids marketing concept

competition will place profits under persistently greater pressure. With an eye to retaining its successful performance

A second initiative taken by The Greenery to

in the current market, The Greenery is honing its strategy

promote healthy nutrition amongst children was

of delivering operational excellence and added value. That

the introduction of the Vitapauze (‘Vita pause’)

strategy will include more intensive cost-cutting measures,

school fruit scheme in 2009, which was continued

increased emphasis on rewarding customers by adding

in 2010. Under the scheme, all primary schools in

value and scaling up projects oriented towards ‘Smarter

the Dutch municipality of Westland were supplied

and Better’. In doing so, The Greenery is taking active steps

with fresh fruit and vegetables for six weeks, free

to evolve as an efficient service provider, whose extensive

of charge, thereby introducing around 10,000

and in-depth product expertise represent a unique form of

school children to the school fruit programme.

added value to be invested in profitable areas of the

The Greenery’s efforts in Westland are now to be

market.

followed up with a national scheme. Working with the Commodity Board for Horticulture (Productschap

Thanks in part to simplification of the commercial process,

Tuinbouw) and the Ministry of Agriculture, Nature

in which The Greenery’s seven product group units bear

and Food Quality, The Greenery will be supplying

integral responsibility for both purchasing and sales, the

some 2,000 schools in the Netherlands with school

trading company is well-positioned to further enhance its

fruit over the course of eight weeks, free of charge.

competitive edge and help customers to distinguish

In addition to sponsoring from the corporate sector,

themselves in the marketplace.

the programme will also receive funding from the EU School Fruit Scheme.

21


22


1.3 Coforta Verkoop BV - developments Coforta Verkoop BV is the new supply channel for members of the Coforta Cooperative. The marketing company focuses on the Dutch wholesale and export markets, with an approach based on sales per product segment.

As from March 2010, the Coforta Cooperative offers members

Growers who sell their products through Coforta Verkoop BV

two avenues to the market, with a choice to sell their products

can benefit from economies of scale by buying various services

through either The Greenery trading company or the Coforta

under the Cooperative’s direction, from either external parties

Verkoop BV marketing company. Following the Members’

or Coforta itself.

Council’s approval of the new cooperation model at the end of 2009, and after intensive groundwork, Coforta Verkoop BV

Objectives for Coforta Verkoop BV’s first year were to launch

was launched as a marketing company in March 2010. In

the marketing company and to conduct a sales process that

2010, 18% of all members (all glasshouse growers) opted to

meets with suppliers’ satisfaction. These objectives were

market their products via the transactional relationship with

realised. Coforta Verkoop BV’s introduction satisfied the all

Coforta Verkoop BV.

conditions and expectations of the Members’ Council and the Cooperative’s Management Board. Growers are satisfied with

To facilitate the marketing of these growers’ products, separate

their freedom to choose and suppliers have expressed their

divisions were organised within Coforta Verkoop BV to focus

satisfaction with operations at Coforta Verkoop BV and

on the market segments of tomatoes, aubergines, bell

everyone is satisfied with grower prices for the year.

peppers and cucumbers respectively with a specific sales policy keyed to each segment. Communication between

Looking ahead to 2011, Coforta Verkoop BV aims to further

growers and the Coforta Verkoop BV sales representative is

optimise the sales process and to invest in product marketing.

directed by the Sales Advice Committee which is charged with

Additionally, within the framework of the holding company,

advising sales staff members on sales policy for products in

Coforta Verkoop BV seeks to serve the interests of its members

the particular segment for which they are responsible. The

even better by working the market in closer cooperation with

committee also shares responsibility for generating a reliable

trading company The Greenery.

supply forecast for each segment.

23


24


2.0 Report of the Management Board of Coöperatie Coforta U.A. On 31 December 2010, 1,640 natural persons and legal entities were members of the Cooperative. Together, they represent 1,007 member organisations.

The Cooperative and the company continued their supply

The year 2010 was defined to a significant extent by the

chain clustering initiatives in 2010 and investigated a more

introduction of the new cooperation model, which was

structured form of supply clustering through a merger of

adopted by the Members’ Council on 18 December 2009.

several cooperatives. The new cooperation model provided

Implementation of the new model required reorganisation

greater freedom for discussion but has not yet led to further

of several management boards and the foundation of a new

clustering within the sector. Discussions about the

supply company. The model has now been embedded in the

unfavourable market conditions, both within the sector and

Cooperative’s Articles of Association, regulations and

with banks and the central government, did result in some

communication tools. The new supply company was up and

initiatives, such as the organisation of a core group to

running within three months, and the Cooperative has now

develop a vision and action plan for strengthening supply

changed its name into Coöperatie Coforta U.A.

entitled ‘Glasshouse Supply Manifesto’. This vision and plan are intended for all parties involved in the glasshouse

Members choose supply relationship

industry, including growers, supply organisations, trading

In February 2010, members had to choose their desired

companies, sector associations and service providers like

supply relationships at product level. Approximately 82%

banks and government bodies. The core group, in which the

of members opted for a preferred supplier relationship

Coforta Cooperative is also represented, identified three

with The Greenery, whilst around 18% of members opted

building blocks for strengthening supply such as greater

for supply via the transactional relationship with Coforta

consolidation

participating

Verkoop BV. The latter group represents approximately

interests), strengthening and making cooperation within

40% of the Cooperative’s volume. Members have the

the supply chain more professional and developing and

option to reconsider their supply relationship on a yearly

marketing more distinctive products and concepts. It also

basis, though only six members actually did so in 2011.

(joint

expansion/mutual

drew up an action plan for stimulating, supporting and realising that vision. Coordination of the plan has been

Initial experiences with the new cooperation model

charged to the three sector associations, LTO Glaskracht

In September 2010 an external party was asked to conduct

Nederland, DPA and Frugi Venta.

an interim evaluation of the new cooperation model among

25


the members, Management Board, general management

Communication tools

and external parties. The evaluation indicated that there is

The new cooperation model sets the Cooperative more

broad support for the model and that members are satisfied

explicitly apart. A new corporate identity and customised

with their freedom to choose. The survey also resulted in a

media such as the digital newsletter, Coforta Magazine and

number of recommendations that were discussed with the

www.coforta.com website have been designed to reflect

Management Board, general management and Supervisory

this new, distinct identity.

Board, who took these recommendations into consideration when drawing up the proposed rules for 2011 for the

Appointments and retirements

Members’ Council. It is the aim of the Cooperative to

At the Members’ Council meeting of 26 March 2010, Mr

promote both the distinctive character of, and the further

P.S.C. Oostveen was reappointed as a member of the

intensification of commercial collaboration between the

Management Board and Mr J.A.M. van der Harg, who was

supplier companies.

no longer eligible for appointment, stepped down.

Changes in the Cooperative’s structural organisation

Annual Report and financial statements

The financial year represented a transitional year for the

The Cooperative’s Annual Report and consolidated financial

Product Market Advice Committee, which is one of the

statements incorporating The Greenery B.V.’s financial

Cooperative’s key advisory bodies. In the course of 2010,

statements were prepared under the responsibility of the

the committee was split up into 19 product advisory

Management Board. The financial statements were audited

committees. The committee board members were nomi-

by Deloitte Accountants B.V., who issued an unqualified

nated and appointed in the product meetings or by ballot.

audit opinion.

Individual ‘segments’ and sales advice committees were established for members who had opted for the

The financial statements will be submitted to the Members’

transactional relationship. The year 2010 thus saw

Council for consideration and adoption. Our proposal to the

considerable discussion with all involved parties and the

Members’ Council is to adopt the financial statements and

organisation of management boards.

grant the Management Board discharge from liability in respect of the policy it has conducted during the review

Articles of Association and regulations

year.

The Cooperative’s Articles of Association and regulations have been adapted into the new cooperation model and

Bleiswijk, 9 March 2011

amended rules, which are subject to strict enforcement. All

The Management Board of Coöperatie Coforta U.A.

possible steps have been taken to prevent any increase in administrative expenses for members.

26


27


3.0 Corporate Governance Coöperatie Coforta U.A. conducts its activities in a separate company with limited liability under the name The Greenery B.V. (‘the company’). The management and supervisory structure of the two legal entities is described below.

Members, divisions and Members’ Council

voting rights attached to the shares held by the Cooperative

The Cooperative has 1,640 members, all of whom are fruit,

in the capital of The Greenery B.V. to the extent this

vegetable and mushroom growers. The members are

concerns the adoption of the financial statements and

divided into four regional divisions each having their own

approval of the company’s strategic business plan and

divisional management that is elected during divisional

budget plan.

meetings attended by the division’s members. The divisional management members jointly form the

Management Board of the Cooperative

Members’ Council.

The

Members’

Council

appoints

the

Cooperative’s

Management Board, which comprises six members of the The Members’ Council handles various matters, such as the

Cooperative. The composition of the Management Board

adoption of the Cooperative’s financial statements, granting

reflects the best possible mix of representatives from the

the Cooperative’s Management Board discharge from

Cooperative’s membership based on regions and product

liability in respect of the performance of its duties,

groups. The Board is responsible for serving the interests of

amendments to the Cooperative’s Articles of Association

the Cooperative’s members and the business conducted by

and

the Cooperative through the company and its subsidiaries.

regulations

and

appointing

members

to

the

Cooperative’s Management Board. In addition, approval

28

from the Members’ Council is required for passing

General Meeting of Shareholders of the company

Management Board resolutions relating to exercising

The company has issued Class A shares and cumulative


Class B preference shares. All Class A and B shares are held

Supervisory Board of the company

by the Cooperative, which means that the Cooperative has

The Supervisory Board supervises general management

complete control at the General Meeting of Shareholders of

policy as well as the general developments in the company

the company. During a General Meeting of Shareholders,

and its business. The company is subject to a statutory two-

the Management Board exercises the voting rights attached

tier regime, which means that the Supervisory Board has

to the shares on behalf of the Cooperative.

been accorded the powers specified in Book 2, Title 5, Part 6 of the Dutch Civil Code, including the appointment of

The Cooperative has issued depositary receipts for cumulative

general management and the approval of general

Class B preference shares without the cooperation of the

management resolutions defined by law. Furthermore,

company. The Cooperative serves as a trust office for these

certain general management resolutions defined in the

depositary receipts. The Cooperative’s Management Board

Articles of Association require prior Supervisory Board

also acts as the trust office’s Management Board. Holders of

approval.

depositary receipts are not vested with the rights accorded by law to holders of depositary receipts that have been

At the end of 2010, the Supervisory Board comprised nine

issued with the cooperation of a company.

members. These are the members of the Cooperative’s Management Board and three Supervisory Board members

Each year prior to the company’s annual meeting, acting in

who are not members of the Cooperative. The company’s

its capacity as trust office the Cooperative convenes a

Articles of Association incorporate a derogation from law of

meeting of depositary receipt holders. During this meeting,

the Supervisory Board appointments procedure for two-tier

the depositary receipt holders are informed and, in turn,

board companies in that the Supervisory Board is appointed

heard about the resolutions to be passed relating to the

by cooptation. A covenant was concluded with the Works

adoption of the company’s financial statements as well as

Council in which agreements were made regarding the

profit appropriation. In addition, the trust office renders

composition of the Supervisory Board, the recommendation

account of its conduct during the financial year.

rights of the Works Council and the appointment of members of the Supervisory Board.

In the company’s General Meeting, matters handled include the adoption of the company’s financial statements

The Supervisory Board established a Selection and an Audit

and granting the company’s management discharge from

Committee from among its members.

liability in respect of the performance of its duties. Furthermore, General Meeting approval is required for

Corporate Governance Code

certain resolutions adopted by the company’s general

Although the Dutch Corporate Governance Code does not

management as described in the company’s Articles of

directly apply to The Greenery, the company endorses the

Association, for example the adoption of the strategic

Code’s basic principles and does indeed act in the spirit of

business plan and budget plan.

the Code. However, the basic principle at all times remains the private limited and cooperative nature of its business,

General Management of the company

with the associated influence of its members.

Under the Articles of Association, the company’s general management which currently comprises a general manager

Administrative bodies in 2010

and a finance director is responsible for managing the

The Management Board of Coöperatie Coforta U.A.

company. This includes formulating strategy and policy as

Th.L.J. Ammerlaan, Chairman

well as defining and achieving the company’s objectives.

P.W.J.M. van Asseldonk, Vice Chairman

General management is accountable to the Supervisory

B.J. Feijtel

Board and to the General Meeting of Shareholders.

J.A.M. van der Harg (until 26 March 2010) A.W.G.M. Hop

The two general management members have been

P.S.C. Oostveen

appointed by the Supervisory Board for an indefinite period of

J.C.M. van der Voort

time. The Supervisory Board determines the remuneration and other terms of employment for the general management members in accordance with the remuneration policy approved by the General Meeting of Shareholders.

29


The Greenery B.V. Supervisory Board P.J.J.M. Swinkels, Chairman Th.L.J. Ammerlaan, Vice Chairman P.W.J.M. van Asseldonk G.J. Beijer B.J. Feijtel J.A.M. van der Harg (until 26 March 2010) A.W.G.M. Hop B.J. de Lange P.S.C. Oostveen J.C.M. van der Voort The Greenery B.V. General Management Ph.R.J. Smits, General Manager A.W. Knol, Financial Manager

30


31


4.0 Message from The Greenery B.V.’s Supervisory Board At its meeting on 9 March 2011 The Supervisory Board discussed the company’s Annual Report, including the financial statements for 2010 that comprised, among other things, the balance sheet as at 31 December 2010, the profit and loss account for the 2010 financial year and the relevant notes. The financial statements were audited by Deloitte Accountants B.V., who issued an unqualified audit opinion. The Supervisory Board members and general management signed the financial statements by way of endorsing the Annual Report incorporating the financial statements. The Supervisory Board also granted its approval to the account appropriation proposal presented by general management.

The financial statements were submitted to the General

financial year. In addition to addressing the usual subjects

Meeting of Shareholders for consideration and adoption. The

such as the company’s Annual Report and financial

Supervisory Board proposed that the General Meeting of

statements, commercial developments, the financial results

Shareholders adopt the financial statements, agree to the

and the budget, these meetings addressed an investment in

intended

general

England, the evaluation and implementation of the New

management discharge from liability in respect of the policy

account

appropriation

and

grant

Cooperation Model, company financing and the ‘Smarter &

conducted over the financial year as well as the Supervisory

Better’ results improvement plan. Presentations by board

Board for the supervision it has carried out in this regard.

members of various business units and participating interests were also organised during these meetings. Representatives

32

Supervision and advice

from the Supervisory Board also attended a number of

The Supervisory Board met on seven occasions in the 2010

consultative meetings with the Works Council.


In 2010 the Supervisory Board Audit Committee comprised

Appointments and retirements

Messrs B.J. de Lange (chairman), P.J.J.M. Swinkels, Th.L.J.

Mr P.S.C. Oostveen was scheduled for retirement and

Ammerlaan, J.A.M. van der Harg (until 26 March) and P.S.C.

eligible for reappointment in 2010, in accordance with the

Oostveen (as from 13 March). The Audit Committee met

Supervisory

three times in the year under review in order to prepare for

reappointed for a new four-year term on 30 March 2010.

decision-making on the part of the Supervisory Board with

Mr J.A.M. van der Harg stepped down from the Supervisory

regard to, among other things, the company’s Annual

Board on 26 March 2010.

Board’s

retirement

schedule.

He

was

Report and financial statements as well as the associated auditing activity. Furthermore, the Audit Committee

The Supervisory Board would like to thank general

discussed (compliance with points in) the management

management, management and all The Greenery’s

letter, audit plan, financial structuring and financing.

employees for their dedication and efforts throughout the review year.

In the year under review, the Supervisory Board Selection Committee comprised Messrs G.J. Beijer (chairman), P.J.J.M.

Barendrecht, 9 March 2011

Swinkels, Th.L.J. Ammerlaan and P.W.J.M. van Asseldonk. The committee met six times over the course of the financial

The Greenery B.V. Supervisory Board

year. The subjects addressed during these meetings included the bonus objectives for general management for 2010 and the settlement of the bonus objectives for 2009, performance and remuneration of general management, the selection of a new external Supervisory Board member in connection with the scheduled retirement of one member in 2011, management developments and the employee satisfaction survey.

33


2010 Financial Statements

34


1 Consolidated balance sheet as at 31 December 2010 (before profit appropriation) Assets

Note

2010

2009

Fixed assets Intangible fixed assets

6.1

18,464

20,261

Tangible fixed assets

6.2

262,270

278,644

Financial fixed assets

6.3

37,259

23,216

317,993

322,121

Current assets Stocks

6.4

20,950

19,914

Debtors

6.5

167,865

159,002

Cash at bank and in hand

2,553

1,643

191,368

180,559

Total assets

509,361

502,680

(amounts in thousands of euros)

Liabilities Group equity

Note

2010

2009

72,731

62,602

6.6

Equity Minority shares in group equity

(162)

(186)

72,569

62,416

6.8

7,083

7,409

Product funds Provisions

6.9

99,626

113,629

Long-term liabilities

6.10

80,765

104,128

Short-term liabilities

6.11

249,318

215,098

436,792

440,264

Total liabilities

509,361

502,680

Capital base

6.7

208,960

201,329

Capital base as a percentage of total assets

41.0%

40.1%

(amounts in thousands of euros)

Please see the notes to the consolidated balance sheet on page 47 for the composition of the capital base.

35


2 Consolidated profit and loss account for 2010 Total operating income

Note

2010

2009

7.1

1,842,624

1,626,829

Less: commission on product sales

(579,408)

(478,068)

Net turnover

1,263,216

1,148,761

Cost of goods for resale and work contracted out

1,050,033

917,897

Wages and salaries

76,371

77,417

Social security charges

10,467

10,753

Pension and early retirement costs

6.9

8,449

7,359

Depreciation

7.2

26,124

27,721

Other operation costs

7.3

88,212

93,759

Total operating expenses

1,259,656

1,134,906

Operating result

3,560

13,855

7.4

(7,529)

(9,358)

Profit on ordinary activities before taxation

(3,969)

4,497

496

(1,452)

Financial income and expenses

Tax on profit on ordinary activities

7.6

Profit from participating interests

7.5

8,291

4,311

Group profit after taxation

4,818

7,356

Minority shares in group profit

(34)

32

Profit after taxation

4,784

7,388

(amounts in thousands of euros)

36


3 Consolidated cash flow statement for 2010

2010

2009

Operating activities Operating result

3,560

13,855

Depreciation

26,124

27,721

Impairment of tangible fixed assets

(7,709)

(7,656)

Movement in provisions

(7,628)

(98)

2,629

(32,260)

Movement in working capital

Cash flow from business operations

16,976

1,562

Interest (paid or) received

(4,544)

(4,876)

Corporate income tax (paid or) received

(5,286)

(4,047)

Cash flow from operating activities

7,146

(7,361)

Investing activities Additions to tangible fixed assets

(15,220)

(18,123)

Disposals of tangible fixed assets

20,697

230

Loans granted

(8,562)

0

2,810

454

Repayment of loans granted

Cash flow from investment activities

(275)

(17,439)

Cash flow from operating and investment activities

6,871

(24,800)

Financing activities Movement in bank loans and other loans Movement in members’ loans and liquidity levy Movement in product funds Repurchase of depositary receipts

9,086

16,440

(12,065)

(7,471)

(2,192)

(2,956)

0

(293)

Cash flow from financing activities

(5,171)

5,720

Net cash flow

1,700

(19,080)

Exchange and currency translation differences in cash at bank and in hand

(790)

(2,391)

Movement in cash at bank and in hand

910

(21,471)

(amounts in thousands of euros)

37


4 Statement of changes in equity for 2010

2010

2009

allocable to the legal entity

4,784

7,388

Revaluation of participating interests

184

140

Revaluation of property

5,069

0

92

508

10,129

8,036

Consolidated net profit after taxation

Revaluation of foreign 100% participating interests d ue to exchange gains and losses Total changes in equity

(amounts in thousands of euros)

38


5 General notes Coöperatie Coforta U.A. (hereafter referred to as ‘the Cooperative’) was incorporated on 25 October 1996 and has its registered office in The Hague, the Netherlands. It is the sole shareholder of The Greenery B.V. On 29 March 2010, the company changed its name into Coöperatie Coforta U.A. Amounts included in the notes are amounts in thousands of euros, unless stated otherwise. Principal activities The Cooperative holds the entire share capital of The Greenery B.V. The Greenery is a leading, international company engaged in obtaining a full range of fruit, vegetables and mushrooms from around the world and supplying these fresh every day to its customers all year round. Its customers are mainly wholesalers and supermarket chains in Europe and North America. The company also supplies caterers and industry. The Greenery B.V. has branches in 11 countries and its policy and approach focus on market orientation, food safety, sustainability, innovation and logistics efficiency. Classification In the interests of comparability, figures for stocks, debtors and short-term loans over 2009 have been adjusted to align with the presentation used for the year under review. Other events The Netherlands Competition Authority (NMa) is investigating breaches of the Competitive Trading Act by businesses engaged in selling fruit and vegetables and visited The Greenery in this context in July 2009. In 2010, the NMa issued a report on bell peppers to a number of parties – The Greenery received no such report. Profit and loss account The company profit and loss account has been drawn up in accordance with the provisions of Section 402 of Book 2 of the Dutch Civil Code. Basis of consolidation The consolidated financial statements of the Cooperative include the financial data of the group companies that the Cooperative controls. The consolidated financial statements have been prepared in accordance with the accounting policies of the Cooperative. The financial data of the Cooperative are included in the consoli¬dated financial statements and, in accordance with Section 402 of Book 2 of the Dutch Civil Code the company profit and loss account has therefore been drawn up in abridged form. The financial data of group companies and other legal entities and companies included in the consolidation are consolidated in full. Intercompany balances and transactions have been eliminated. Minority interests in the equity and results of group companies are disclosed separately in the consolidated financial statements. The results of newly acquired group companies and other legal entities and companies included in the consolidation are consolidated from the date of acquisition. The results of disposed participating interests are consolidated to the date they left the group. A list of the names and registered offices of group companies and non-consolidated participating interests has been filed at the Chamber of Commerce in Rotterdam. An abridged list of group companies is included on page 31. Basis of preparation of the consolidated financial statements The consolidated financial statements have been prepared in accordance with the provisions of Part 9 of Book 2 of the Dutch Civil Code. Unless stated otherwise, the financial statements have been prepared under the historical cost convention. Assets and liabilities are carried at face value unless stated otherwise in the notes on specific balance sheet items. Income and expenses are allocated to the year to which they relate. Profits are recognised only if realised at the balance

39


sheet date. Losses originating before the end of the financial year are recognised if they are known before the financial statements are prepared. Financial instruments Financial instruments refer to both primary financial instruments such as debtors and liabilities as well as financial derivatives. Please refer to the treatment per balance sheet item for the accounting policies relating to the primary financial instruments. The Cooperative’s policy is to limit risks to an acceptable level where possible, including managing credit, liquidity and cash flow risks. Much of the credit risk is insured with a credit insurer. Foreign exchange positions are largely covered by forward exchange transactions. Some foreign exchange positions are also hedged using option contracts. Interest-rate derivatives are used to hedge interest risks. Hedging instruments at cost Financial instruments that serve to hedge risks and whose underlying securities are not publicly listed, or for which no hedge accounting is applied, are stated at current value. Revaluation results stated at fair value at the balance sheet date are taken directly to the profit and loss account. The Cooperative applies hedge accounting based on individual documentation for financial instruments having a specific individual hedge relationship. Generic documentation is applied to financial instruments having a non-specific hedge relationship. The Cooperative documents the way in which hedge relationships match the objectives of risk management, hedging strategy and expectations on the effectiveness of the hedge. General information on cost hedge accounting The effective portion of financial derivatives allocated to cost hedge accounting is valued at cost and the ineffective portion at fair value. The fair value changes on the ineffective portion are taken directly to the profit and loss account. Cost hedge accounting for hedging monetary, foreign currency balance sheet items The foreign currency components of both hedged balance sheet items and forward exchange contracts that function as a hedging instrument are stated at the exchange rate effective on the balance sheet date. Cost hedge accounting for hedging foreign currency futures transactions The foreign currency component of forward exchange contracts that function as a hedging instrument for hedging futures transactions are stated at cost as long as the hedge position has not yet been recognised in the balance sheet. Unrealised losses on financial instruments that do not serve to hedge risks or are intended to hedge future cash flows are taken directly to the profit and loss account. Principles for foreign currency translation Debtors, liabilities and commitments in foreign currencies are translated at the exchange rates ruling at the balance sheet date. The exchange differences resulting from translation at the balance sheet date are taken to the balance sheet and profit and loss account, taking account of hedge transactions. Transactions in foreign currencies during the period under review are accounted for at the exchange rate at which they were settled. Foreign group companies and non-consolidated participating interests qualify as autonomous foreign entities. The financial statements of the foreign entities are translated at the exchange rate at the balance sheet date for items in the balance sheet and at the average rate for items in the profit and loss account. Translation gains and losses are taken directly to group equity.

40


Accounting principles Intangible fixed assets Since 1999, goodwill arising on the purchase of shares and the acquisition of business activities has been capitalised. Assets, provisions and liabilities at the date of acquisition are stated at fair value. The goodwill created is carried at the amount of the costs incurred, less accumulated amortisation and, if applicable, impairment. Amortisation is based on the expected useful life (20 years). An impairment analysis is carried out in the event of any indications that could lead to possible readjustment of the valuation of the capitalised goodwill. Tangible fixed assets Land and buildings Land and buildings are carried at current value. Land and buildings in use by the company on a long-term basis are carried at replacement value. Land and buildings held with the intention of being sold in the foreseeable future and not replaced are carried at estimated realisable value. EU grants received are deducted from this value. Replacement value and realisable value, which are based on appraisals carried out by external experts, are updated on the basis of market information, specific index figures and market data for each location. Value adjustments in the financial year are taken to the revaluation reserve, net of deferred taxes. Depreciation for buildings is based on the expected useful life of the building. Depreciation is not applied to land. Other tangible fixed assets Other tangible fixed assets are carried at the cost of acquisition or production, net of straight-line depreciation determined for each category of assets based on their expected useful lives and allowing for any residual value. Assets are depreciated from the date they are taken into use. EU grants received are deducted from this value. Financial fixed assets Participating interests where no significant influence is exercised on commercial and financial policy are carried at net asset value. Participating interests with a negative net asset value are valued at nil. Net asset value is determined in accordance with the Cooperative’s accounting policies. Where the company has either wholly or partially guaranteed debts payable by the relevant participating interest, a provision has been formed, which is primarily charged to receivables from this participating interest and the remainder to the provisions, in the amount of the remaining share in the losses incurred by the participating interest or of the expected payments to be made by the company on behalf of these participating interests. Amounts receivable from, and loans to participating interests and other debtors are carried at face value, net of any allowances considered necessary. Securities included in financial fixed assets are carried at market value at the balance sheet date. Stocks Stocks are carried at the lower of cost and market value, net of provisions for obsolescence where necessary. Stocks of reusable packaging are carried at the refundable amount, unless held on consignment. Debtors Debtors are carried at face value, net of provisions for doubtful debts where necessary. These provisions are determined based on an individual assessment of the debtors. Cash at bank and in hand Cash at bank and in hand is carried at face value and is at the company’s free disposal.

41


Product funds Product funds consist of levies raised on growers. Product funds are carried at face value and may only be used to defray the cost of commercial activities such as promotions, product research and care systems, after consultation with growers’ representatives. Provisions Pension provisions The pension provisions are carried in accordance with International Accounting Standard 19 (IAS 19), as permitted by Guideline 271, section 101. The Cooperative and its subsidiaries have several pension plans. No provision is formed under IAS 19, Employee Benefits, for the industry-wide pension fund of Stichting Bedrijfspensioenfonds voor de Agrarische en Voedselvoorzieningshandel, Pensioenfonds Vervoer or the Defined Contribution Plan. The pension plan managed by Stichting Bedrijfspensioenfonds voor de Agrarische en Voedselvoorzieningshandel and Pensioenfonds Vervoer is a defined contributions plan. According to IAS 19, contributions paid into a defined contributions plan may be entered directly in the profit and loss account. Defined contribution pension plans Liabilities with respect to contributions to defined contribution pensions and related plans are recognised as an expense in the profit and loss account in the period to which they relate. Defined benefit pension plans The liabilities for defined benefits are calculated separately for each pension plan at the balance sheet date. The calculation is based on the projected unit credit actuarial method. The fair value of the fund assets and unamortised actuarial losses are deducted from the calculated liability. The discount rate is the yield at the balance sheet date on good quality corporate bonds whose term to maturity is approximately equal to the term of the group’s liabilities. If the calculation results in a debtor for the group, the asset is recognised up to the net amount of unamortised actuarial losses and the discounted value of future refunds or lower future pension contributions. Other long-term employee compensation The liability for other deferred employee compensation (early retirement and long-service awards) is calculated in the same way as for defined-benefit pension entitlements. Actuarial gains and losses are recognised in the profit and loss account. Deferred tax A provision is formed for future tax liabilities resulting from timing differences between the valuation of assets and liabilities for financial reporting and for tax purposes. The provision is carried at its non-discounted value on the basis of the ruling tax rate, with the exception of land in use by the company on a long-term basis, to which a rate of 20% applies. Other provisions Other provisions are carried at their non-discounted value.

Income and expenses In accordance with Section 362(4) of Book 2 of the Dutch Civil Code, the Annual Accounts Formats Decree has been departed from in order to provide better insight into operations in the profit and loss account. Net turnover has been broken down into ‘Total operating income’ and ‘Commission on product sales’. Net turnover Net turnover represents the income from the supply of goods and services to third parties, net of VAT and discounts. Net

42


turnover also includes the commission on product sales. Total operating income comprises net turnover plus the cost of product sales from commission business activities and the sales of member products marketed by the group. Operating subsidies are recognised in the profit and loss account in the year in which the subsidised expenditure was incurred. Costs Expenses are determined in accordance with the above accounting policies and allocated to the reporting year to which they relate. Tax Corporate income tax is computed on the net profit or loss at the tax rate ruling for the year, taking account of permanent differences for computing the result for financial reporting and tax purposes. Deferred tax assets are only recognised to the extent that they are likely to be realised. Profit from participating interests The Cooperative’s share in the results of participating interests is recognised where significant influence is exercised on commercial and financial policy.

Cash flow statement The cash flow statement has been prepared using the indirect method. In general, the cash flow statement reflects the movements in the consolidated balance sheet, with separate presentation under cash flow from investing activities in the case of the acquisition or sale of consolidated participating interests, of the acquired net asset value, less cash at bank in hand, and increased by any goodwill paid. Exchange rate movements are eliminated from balance sheet movements, as they do not represent cash flows. Partly for the above two reasons, the movements in the cash flow statement cannot always be directly derived from the movements in the related balance sheet items. Cash flows in foreign currency are translated at an average exchange rate. Exchange differences on cash are recognised separately in the cash flow statement. Profits tax and interest are stated under cash flow from operating activities. Dividends received are stated under cash flow from investing activities.

43


6 Notes to the consolidated balance sheet 6.1 Intangible fixed assets Goodwill

2010

2009

Net book value as at 1 January

20,261

22,150

Other movements

68

(26)

Depreciation

(1,865)

(1,863)

Net book value as at 31 December

18,464

20,261

Accumulated cost

36,739

36,671

Accumulated cost and other impairments

(18,275)

(16,410)

Net book value as at 31 December

18,464

20,261

(amounts in thousands of euros)

In 2009, an adjustment was made to the goodwill capitalised in 2006. The release of EU grants received is recognised as other movements.

Depreciation rate

6,350

Net book value at 31 December 2010

(6,284)

(101) (10,215)

3,176 217,342

0-3

2,628

3,560

Other movements

Revaluation

3,618

Depreciation

Disposals

220,798

Transfers

Additions

Buildings and land

Net book value at 1 January 2010

6.2 Tangible fixed assets

Machinery and equipment

42,451

6,173 (14,164)

0

(9,103)

31,545

10

Vehicles

7,579

1,478

(177)

0

(44)

(2,855)

929

6,910

20

Other fixed assets

5,533

1,065

(72)

0

(285)

(2,086)

282

4,437

20-33

2,120

1,874

0

0

(2,198)

0

77

1,873

163

0

0

0

0

0

0

163

14,208 (20,697)

6,350

Tangible fixed assets on order Assets not in operation Total

278,644

0 (24,259)

44

8,024 262,270 (amounts in thousands of euros)


A net upward adjustment of EUR 6.4 million was made based on the assessment of current value during 2010. The additions of EUR 14.2 million (2009: EUR 23.3 million) are stated net of EU grants of EUR 8.3 million (2009: EUR 16.5 million). The book value as at 31 December 2010 includes EUR 25.1 million relating to capital expenditure at the cultivation companies of members of the Cooperative – EUR 8.4 million of which was invested in 2010. The release of EU grants received is recognised as other movements.

Accumulated revaluation

Accumulated depreciation

Net book value as at 31 December 2010

Buildings and land Machinery and equipment

Cost

Cost, accumulated revaluation, accumulated depreciation and net book values as at 31 December 2010 were as follows:

219,106

106,507

(108,271)

217,342

58,400

0

(26,855)

31,545

Vehicles

23,456

0

(16,546)

6,910

Other fixed assets

20,990

0

(16,553)

4,437

Fixed assets on order Assets not in operation

1,873

0

0

1,873

163

0

0

163

Total

323,988

106,507

(168,225)

262,270

(amounts in thousands of euros)

The accumulated unrealised revaluation at 31 December 2010 amounted to EUR 106,507 (2009: EUR 100,951). Deferred tax has been recognised on this.

45


6.3 Financial fixed assets

2010

2009

Non-consolidated participating interests

28,675

20,384

Amounts receivable from participating interests

0

2,810

Other long-term debtors

8,584

22

37,259

23,216

Total

(amounts in thousands of euros)

2010

2009

Net asset value at 1 January

20,384

15,928

Share in result

8,291

4,316

Other movements

0

140

Net asset value as at 31 December

28,675

20,384

Net book value as at 1 January

2,810

3,263

Repayment of loans

(2,810)

(453)

Net book value as at 31 December

0

2,810

Net book value as at 1 January

22

23

Loans granted

8,562

0

Repayment of loans

0

(1)

Net book value as at 31 December

8,584

22

Non-consolidated participating interests

Amounts receivable from participating interests

Other long-term debtors

(amounts in thousands of euros)

In February 2010, the subsidiary Greenery UK Ltd supplied a British company with a loan of GBP 6.75 million. This longterm loan is subject to a variable interest rate based on the Bank of England’s base lending rate, increased by a mark-up of 2.25%. A portion of the loan may be converted into shares in the British company.

6.4 Stocks

2010

2009

Packaging

9,410

9,285

Goods for resale

11,540

10,629

20,950

19,914

Total

(amounts in thousands of euros)

46


6.5 Debtors

2010

2009

Trade debtors

134,653

110,989

EU grants

3,430

14,597

Other debtors

17,107

12,749

Prepayments and accrued income

12,675

20,667

167,865

159,002

Total debtors

(amounts in thousands of euros)

6.6 Group equity Please see note 10.2 on the company balance sheet on page 60 for a breakdown of shareholders’ equity.

6.7 Breakdown of capital base

2010

2009

Equity

72,731

62,602

Product funds

7,083

7,409

Provision for deferred taxation

24,450

24,964

Members’ loans

62,682

64,494

Pension provision (IAS 19)

42,014

41,860

208,960

201,329

Total capital base

(amounts in thousands of euros)

The total pension provision (IAS 19) is EUR 44,535 (2009: EUR 45,300). Actual commitments of EUR 2,521 (2009: EUR 3,440) have been made to current and former employees. The remaining amount of EUR 42,014 (2009: EUR 41,860) is a contingent liability and therefore this portion of the provision is included in the capital base.

47


6.8 Product funds

2010

2009

Net book value as at 1 January

7,409

7,975

Withdrawals

(2,192)

(2,956)

Additions charged to the result

1,787

2,275

Interest

79

115

7,083

7,409

Net book value as at 31 December

(amounts in thousands of euros)

The product funds are short-term and subordinated. The rate of interest is based on one-month EURIBOR plus a mark-up.

6.9 Provisions The provisions are as follows:

2010

2009

Pensions

46,387

47,363

Deferred taxation

24,450

24,964

Other provisions

28,789

41,302

99,626

113,629

Net book value as at 31 December

(amounts in thousands of euros)

Other

Deferred taxation

Movements in deferred taxation and other provisions were as follows:

As at 1 January 2010

24,964

41,302

Withdrawals

0

(4,860)

Additions charged to the result

0

2,237

Release added to the result

0

(9,799)

Other movements

(514)

(91)

24,450

28,789

As at 31 December 2010

(amounts in thousands of euros)

Other movements in deferred taxation are mainly due to the limitation on depreciation of property for tax purposes as a result of legislative changes. Other movements in the other provisions are largely due to transfers to and from other provisions.

48


Net pension provision The group contributes to a number of defined benefit plans in the Netherlands and the UK. The defined benefit pension is based largely on average salary and partly on final salary. Indexation of accrued and current entitlements is generally conditional. The calculations take account of the expected conditional indexation. The other countries have defined contribution plans.

The principal actuarial assumptions are as follows: Valuations as at

2010

2009

4.4

5.4

- Shares

6.0

6.8

- Bonds

3.0

3.8

- Cash and cash equivalents

3.0

3.0

- Other (rights)

4.4

5.4

Expected future salary increases

2.5

2.5

Expected future indexation

2.0

2.0

Expected future indexation of current pensions

2.0

2.0

Discount rate Expected return on plan assets

(in %)

The liability in the balance sheet for defined benefit pension plans is as follows:

2010

2009

Net discounted value of earned pensions

209,802

175,424

Fair value of plan assets

178,553

150,267

Sub-total

31,249

25,157

Unrecognised actuarial gains

13,286

20,143

Net pension provision (IAS 19)

44,535

45,300

Other pension provisions

1,852

2,063

46,387

47,363

Total

(amounts in thousands of euros)

49


The profit and loss account includes the following amounts for defined benefit pension plans:

2010

2009

Liabilities attributable to the financial year

4,385

3,281

Attributable interest

9,340

9,016

Return on plan assets

(8,152)

(7,407)

Actuarial gains

(1,124)

(1,143)

Exchange gains and losses

66

106

249

309

Total for defined benefit plans

4,764

4,162

Pension cost for defined contribution plan

3,685

3,197

Costs

Total

8,449

7,359 (amounts in thousands of euros)

The movements in the liability during the financial year were as follows:

2010

2009

Liability as at 1 January

175,424

166,027

Entitlements granted during the financial year

5,211

4,036

Interest

9,340

9,016

Pensions paid

(8,262)

(7,149)

Actuarial losses

27,874

3,036

Exchange gains and losses

215

458

209,802

175,424

Liability as at 31 December

(amounts in thousands of euros)

The movements in the plan assets during the financial year were as follows:

2010

2009

Plan assets as at 1 January

150,267

132,380

Expected return

8,153

7,407

Employer’s contributions

5,462

9,427

Employees’ contributions

826

755

Exchange gains and losses

182

367

Costs

(249)

(309)

Pensions paid

(8,262)

(7,149)

Actuarial gains

22,174

7,389

178,553

150,267

Plan assets as at 31 December

(amounts in thousands of euros)

The expected return is based on the extrapolation of the returns per asset class using the relevant indexes.

50


The balance of commitments and investments over the past five years was as follows:

2010

2009

2008

2007

2006

Value of commitments as at 31 December

209,802

175,424

166,027

203,366

207,773

Value of investments as at 31 December

178,553

150,267

132,380

166,751

164,870

36,615

42,903

Shortage

31,249

25,157

33,647

(amounts in thousands of euros)

The actuarial losses on the liability resulting from the adjusted actuarial assumptions amounts to EUR 21,436 (2009: EUR 4,120). As the pension provision was formed in accordance with the Guideline 271 in the years prior to 2009, no further data is available. Other provisions The deferred taxation provision relates chiefly to the revaluation of intangible fixed assets and the provision under IAS 19. The other provisions are for various risks, including the results of legal claims and tax matters. A provision has also been formed for costs arising from commitments for the redevelopment of current sites and reorganisation costs. Of the total provisions as at 31 December 2010, some EUR 9 million (2009: EUR 14 million) will be settled within one year and some EUR 41 million (2009: EUR 36 million) after five years.

51


6.10 Long-term liabilities

2010

2009

Mandatory members’ loans

62,682

64,494

Other loans

18,083

39,634

80,765

104,128

Total

(amounts in thousands of euros)

Mandatory and voluntary members’ loans Mandatory members’ loans are based on the liquidity levy, which is calculated in proportion to the value of the goods supplied. At the end of the year, the levy is converted into a mandatory members’ loan with a term of eight years and one day, with a starting date of 31 December and an expiry date of 1 January. The net amount of the long-term members’ loans is EUR 62.7 million (2009: EUR 64.5 million). The interest on these members’ loans is added to the principal amount unless a request for payment of the interest is received by 31 March. The rate of interest on the mandatory loans is set each year. In 2010, the rates on the various loans ranged from 3.05% to 5.70%. There were also voluntary members’ loans totalling EUR 12.5 million (2009: EUR 18.6 million) at 31 December 2010 bearing interest rates between 1.25% and 3.50%. Mandatory members’ loans totalling EUR 10.5 million expired on 1 January 2011. Interest on these loans was paid at a rate of between 4.45% and 5.95% in 2010. Members’ loans that mature within one year plus the accrued interest are included in current liabilities. The portion of these members’ loans due after five years is EUR 22.8 million (2009: EUR 24.0 million). The interest accrued and payable on the mandatory and voluntary members’ loans is classified as subordinated capital as at 31 December of the financial year. The members’ loans are subordinated to the bank loans. Other loans These are loans granted mostly by members of the Cooperative to finance capital expenditure by The Greenery on their behalf. The loans bear interest at rates between 0.75% and 1.75%, depending on the commencement date and term. The portion of these loans due after five years is EUR 16.5 million (2009: EUR 32.6 million). A significant portion of these investments was transferred to members in 2010, thus redeeming a portion of the loans. Information on financial instruments At 31 December 2010 The Greenery B.V. had interest-rate derivatives outstanding for a principal amount of EUR 50 million. These interest-rate derivatives mature in 2011 at the latest. They relate to long-term financing and are used to hedge interest-rate risks. The costs associated with interest-rate derivatives are amortised over the term of the underlying contracts. The fair value at 31 December 2010 was EUR 0.7 million (negative). Forward currency contracts have been concluded to hedge currency risks arising on debtor positions in foreign currencies. Option contracts have also been concluded to hedge currency risks arising from future deliveries to specific buyers, involving outstanding options with a total value at financial year end of GBP 28.7 million maturing on 30 December 2011. The total contract value of the outstanding positions as at 31 December 2010 maturing within one year amounted to some EUR 53.7 million (2009: EUR 43.2 million). The estimated fair value of the forward currency contracts at the balance sheet date is approximately EUR 0.7 million higher than the book value. All contracts mature within one year.

52


6.11 Current liabilities

2010

2009

Credit institutions and short-term loans

35,040

4,010

Current portion of long-term loans

0

393

Trade creditors

83,906

57,379

Grower creditors

12,945

11,272

Mandatory members’ loans

10,513

11,279

Voluntary members’ loans

12,529

18,568

Taxes and social security contributions

2,741

5,124

Pension contributions

2,259

2,026

Other liabilities

65,934

81,393

Accruals and deferred income

23,451

23,654

249,318

215,098

Total

(amounts in thousands of euros)

Security The following security has been provided for the long and short-term loans from credit institutions: • first mortgage on property, viz. three distribution centres • pledge of debtors • pledge of rights under credit insurance policy

Commitments not disclosed in the balance sheet

2010

2009

26,489

31,022

Guarantees and sureties

Capital expenditure commitments

1,836

1,192

Lease and rental obligations

10,185

10,264

Other commitments

5,792

5,737

44,302

48,215

Total

(amounts in thousands of euros)

Guarantees and sureties consist primarily of guarantees for EU grants. In addition, a number of legal proceedings were ongoing at the balance sheet date, for which provisions have been formed where considered necessary. The amount recognised for capital expenditure commitments relates to movable property and totals EUR 1.8 million (2009: EUR 1.2 million). The capital expenditure commitment in property is nil (2009: nil). In 2009, lease agreements were concluded for a portion of the property (book value as at 31 December 2010: EUR 13.6 million) with an option to buy the property exercisable in 2012. Lease and rental obligations can be broken down as follows: • Payable in 2011: EUR 4,575 • Payable in 2012 to 2015: EUR 4,801 Related party transactions In 2010 The Greenery concluded transactions with the non-consolidated participating interests Europool System B.V. and Hessing B.V. These transactions were conducted on arm’s length terms. The amount receivable from participating interests recognised under financial fixed assets in 2009 relates to financing provided by The Greenery B.V. to Hessing B.V., which was subject to a market interest rate and which was repaid in 2010. In addition, an interest-free loan was received from Europool System B.V. which matured in 2010. 53


7 Notes to the consolidated profit and loss account Total operating income Total operating income comprises net turnover plus the cost of product sales from commission business activities and the sales of member products marketed by The Greenery B.V.

7.1 Total operating income Geographic spread

2010

2009

The Netherlands

912,710

804,727

Germany

194,281

179,088

United Kingdom

252,799

213,506

Rest of Europe

388,043

346,100

Rest of the world

94,791

83,408

1,842,624

1,626,829

Total

(amounts in thousands of euros)

Breakdown by category

2010

2009

Fruit and vegetables

1,747,149

1,521,101

Provision of services and other income

95,745

105,728

1,842,624

1,626,829

Total

(amounts in thousands of euros)

Provision of services and other income This income includes logistics services, transport, rental and other operating income that includes an amount of EUR 10.0 million (2009: EUR 15.7 million) relating to EU grants.

54


7.2 Depreciation

2010

2009

Intangible fixed assets

(1,865)

(1,863)

Tangible fixed assets

(24,259)

(25,859)

(26,124)

(27,722)

Total

(amounts in thousands of euros)

Tangible fixed assets

2010

2009

Buildings and land

(10,215)

(11,154)

Machinery and equipment

(9,103)

(9,175)

Vehicles

(2,855)

(3,325)

Other fixed assets

(2,086)

(2,205)

(24,259)

(25,859)

Total

(amounts in thousands of euros)

7.3 Other operating expenses Fees for the activities of the external auditor and the audit firm charged against the result for the financial year are included in other operating expenses for a sum of EUR 637,000 (2009: EUR 678,000). This amount is broken down as follows:

2010

2009

Audit of the financial statements

380

431

Other audit engagements

223

227

Other non-audit engagements

34

20

637

678

Total

(amounts in thousands of euros)

55


7.4 Financial income and expenses

2010

2009

Financial income

738

362

Financial expenses

(8,267)

(9,720)

(7,529)

(9,358)

Total

(amounts in thousands of euros)

Financial income and expenses mainly relate to interest income and expenses. Net interest of EUR 0.1 million was received from related parties (2009: EUR 0.2 million).

7.5 Profit from participating interests This item represents the profits and losses of non-consolidated participating interests.

7.6 Tax

Profit for 2010

(3,969)

Corporate income tax

Gross profit

The tax payable is computed as follows:

25.5% (1,012)

Permanent differences

1,456

371

(2,513)

(641)

Different rate of tax on foreign participating interests

25

Settlement of prior year returns

120

Tax according to the profit & loss account

496

(amounts in thousands of euros)

The permanent differences mostly concern non-deductible amortisation of goodwill. The Greenery B.V. and its wholly-owned Dutch subsidiaries are members of a fiscal unit. As it was last year, the net available tax loss at consolidated companies is nil.

56


7.7 Workforce Number of full-time equivalents (FTEs) employed at year-end

2010

2009

Board/MT/office

591

588

Logistics

864

894

Transport and other

176

173

1,631

1,655

Total

The average number of FTEs with permanent employment contracts during 2010 was 1,643 (2009: 1,693). The average number of temporary staff in FTEs was 1,029 (2009: 943). The decrease in the average number of employees with permanent employment contracts relative to the increase in temporary staff is largely attributable to the increased flexibility of work.

57


8 Company balance sheet as at 31 December 2010 (before profit appropriation) Assets

Note

2009

Fixed assets Group Company financial fixed assets

10.1

79,400

69,271

79,400

69,271

Current assets EU grants receivable

3,430

14,597

Total assets

82,830

83,868

(amounts in thousands of euros)

Liabilities

Note

2009

Group equity

10.2

Revaluation reserve

82,517

78,040

Other statutory reserves

25,740

17,365

General reserve

(40,310)

(40,191)

Profit for the financial year

4,784

7,388

72,731

62,602

5,084

5,084

Long-term liabilities Group company

10.3

Current liabilities Group company

5,015

16,182

10,099

21,266

82,830

83,868

Total liabilities

(amounts in thousands of euros)

9 Company profit and loss account for 2010

2010

2009

Contributions and other income

862

1,089

Other expenses

(455)

(682)

Financial income and expenses

(407)

(407)

Company result after taxation

0

0

Profit from participating interests after taxation

4,784

7,388

4,784

7,388

Total profit

(amounts in thousands of euros)

58


10 Notes to the financial statements General The consolidated financial statements have been prepared in accordance with the provisions of Part 9 of Book 2 of the Dutch Civil Code. The accounting policies applied in the company financial statements are the same as those applied in the consolidated financial statements. Please see the notes to the consolidated financial statements for these accounting policies. Participating interests are carried at net asset value. The result of participating interests represents the company’s share in the profit or loss for the financial year of the company concerned from the time it became part of the group or from the moment of acquisition. The company profit and loss account has been drawn up in accordance with the provisions of Section 402 of Book 2 of the Dutch Civil Code.

10.1 Financial fixed assets The Cooperative owns the entire share capital of The Greenery B.V., consisting of 281,000 Class A shares and 259,000 cumulative Class B preference shares. The Cooperative has issued depositary receipts for Class B shares to its members, of which over 70% were repurchased during 2008.

Share premium

Revaluation reserve

Other statutory reserves

General reserve

Profit for previous and current financial years

Total

As at 1 January 2010 Revaluation

Share capital

The movements in the shareholders’ equity of The Greenery B.V. were as follows:

61,262

834

78,040

17,365

(95,618)

7,388

69,271

0

0

5,069

0

184

0

5,253

0

0

(592)

0

592

0

0

Realised revaluation on depreciation Prior-year profit appropriation

0

0

0

0

7,388

(7,388)

0

Disposal of participating interests

0

0

0

(8)

8

0

0

0

0

0

8,291

(8,291)

0

0

Addition to reserve for participating interests Profit for the financial year

0

0

0

0

0

4,784

4,784

Exchange losses and other movements

0

0

0

92

0

0

92

61,262

834

82,517

25,740 (95,737)

4,784

79,400

As at 31 December

59


Other statutory reserves

General reserve

Result previous financial year

Total

As at 1 January 2010

Revaluation reserve

10.2 Equity

78,040

17,365

(40,191)

7,388

62,602

Revaluation

5,069

0

184

0

5,253

Realised revaluation on depreciation

(592)

0

592

0

0

Prior-year profit appropriation

0

0

7,388

(7,388)

0

Disposal of participating interests

0

(8)

8

0

0

Addition to reserve for participating interests

0

8,291

(8,291)

0

0

Profit for the financial year

0

0

0

4,784

4,784

Exchange losses and other movements

0

92

0

0

92

4,784

72.731

As at 31 December 2010

82,517

25,740 (40,310)

(amounts in thousands of euros)

The revaluation reserve is for changes in the value of tangible fixed assets carried at current value. Realisation of the revaluation reserve is taken to shareholders’ equity. Other statutory reserves In addition to the reserve for participating interests, the other reserves required by law include the reserve for exchange

Other statutory reserves

Reserve for exchange gains and losses

Reserve for participating interests

gains and losses. The movements in that reserve were as follows:

As at 1 January 2010 Revaluation Addition to reserve for participating interests Exchange gains and losses

18,530

(1,165)

17,365

(8)

0

(8)

8,291

0

8,291

0

92

92

As at 31 December 2010

26,813

(1,073)

25,740

(amounts in thousands of euros)

60


10.3 Long-term liabilities To finance the repurchase of depositary receipts, a company belonging to the group of The Greenery B.V. supplied a loan of EUR 5.1 million (2009: EUR 5.1 million) at a profit-related interest rate. The loan was issued for an indefinite period from 1 January 2009. Remuneration of the members of the Board and Supervisory Board The total charge to the Cooperative for the remuneration of Board members for 2010 was EUR 213 (2009: EUR 213).

The Hague, 9 March 2011

The Management Board of Coรถperatie Coforta U.A. Th.L.J. Ammerlaan, Chairman P.W.J.M. van Asseldonk, Vice Chairman A.W.G.M. Hop J.C.M. van der Voort P.S.C. Oostveen B.J. Feijtel

61


11 List of participating interests As at 31 December 2010 participating interests included the companies listed below. A full list of participating interests has been filed at the Chamber of Commerce in Rotterdam.

Consolidated participating interest

Registered office

Share in capital (%)

The Greenery B.V.

The Hague

100

Hollander Barendrecht B.V.

Barendrecht

100

Disselkoen Airfreight B.V.

De Lier

100

Greenery Belgium N.V.

St. Katelijne Waver (B)

100

HagĂŠ International B.V.

Barendrecht

100

Hoogsteder Groenten en Fruit B.V.

Utrecht

100

Greenery UK Ltd.

Huntingdon (UK)

100

Greenery EspaĂąa S.A.

Carlet Valencia (E)

100

Van Dijk Foods Belgium S.A.

St. Katelijne Waver (B)

100

Internationaal Transportbedrijf Dijco B.V.

Delft

100

J.H. Wagenaar GmbH

Kempen (D)

100

J.H. Wagenaar B.V.

Zwaagdijk

100

Exploitatiemaatschappij Jager B.V.

Nieuweschans

100

Jager Holland B.V.

Nieuw Amsterdam

100

Greenery Italia Srl.

Verona (I)

100

Greenery Vastgoed B.V.

The Hague

100

Handelsmaatschappij Jover B.V.

Nieuwegein

100

Mulder Onions B.V.

Bleiswijk

100

Greenery Produce B.V.

Maasland

100

Greenery Poland Sp. z.o.o.

Warsaw (PL)

100

Non-consolidated participating interests Houdstermaatschappij Verpakkingsbedrijven B.V.

Zoetermeer

78,57*

Inova Fruit B.V.

Geldermalsen

25,6

Euro Pool System International B.V. (via Houdstermaatschappij Verpakkingsbedrijven B.V.)

Leidschendam

26,2

Hessing B.V.

Langedijk

45

* No decisive control under the Articles of Association

62


12 Other information 12.1 Articles of Association provisions governing profit appropriation Under Article 54 of the Articles of Association, the profit is appropriated as follows: Article 54 The Members’ Council shall decide the appropriation of any profit based on a Board proposal. If the Members’ Council resolves to distribute all or a portion of the profit, the agreed amount shall be distributed to the members in proportion to their turnover in the most recent financial year. Such distribution may be made other than in cash, including in securities, such as depositary receipts for shares in the capital of The Greenery B.V.

12.2 Proposed profit appropriation The Board of the Cooperative proposes to add the profit for 2010 of EUR 4,784 to the Cooperative’s general reserve, subject to an addition to the statutory reserve for participating interests of EUR 8,291. This proposal has not yet been incorporated into the financial statements.

63


12.3 Independent auditor’s report Report on the financial statements We have audited the accompanying financial statements 2010 of Coöperatie Coforta U.A., The Hague, which comprise the consolidated and company balance sheet as at 2010, the consolidated and company profit and loss account for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information. Management’s responsibility Management is responsible for the preparation and fair presentation of these financial statements and for the preparation of the General Management Report, both in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore management is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion with respect to the financial statements In our opinion, the financial statements give a true and fair view of the financial position of Coöperatie Coforta U.A. as at December 31, 2010 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code. Report on other legal and regulatory requirements Pursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the General Management Report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b-h has been annexed. Further we report that the General Management Report, to the extent we can assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Dutch Civil Code. Rotterdam, March 9, 2011 Deloitte Accountants B.V. D.A. Sonneveldt

64


Publication information Publication date: March 2011 Coรถperatie Coforta U.A. P.O. Box 79 2990 AB Barendrecht Telephone: +31(0)10 529 11 10 E-mail: info@coforta.com www.coforta.com Text and editing: Twist-communicatie Design and typesetting: Quest Media bv, Oude Tonge

65


Coรถperatie Coforta U.A. Postal address: P.O. Box 79, 2990 AB Barendrecht, The Netherlands Telephone: +31-(0)10 529 11 10, E-mail: info@coforta.com, www.coforta.com


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