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
11
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)
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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)
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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