Annual report 2021
OUR MISSION
Shaping the bodies and minds of women
Photography
Liselore Chevalier and Marie Wynants (Marie Jo)
Martina Bjorn (PrimaDonna)
Miguel Reveriego (Andres Sarda)
Printing and finishing
Graphius
www.graphius.com
Deze jaarbrochure is eveneens beschikbaar in het Nederlands,
bij de hoofdzetel van deonderneming.
Contact
For clarification on the information contained in this annual report please contact:
Karel Verlinde
CFO
Tel.: +32 (0)9 365 21 00
info@vandevelde.eu
Editor
Van de Velde NV
Tel.: +32 (0)9 365 21 00
info@vandevelde.eu
VAT number: BE0448 746 744
Company number RPR 0448 746 744
Chambre of Commerce Dendermonde
website: www.vandevelde.eu
Our gratitude goes out to all of our employees. Their involvement in the
realization of the company objectives and their dynamism have enabled
us to achieve the reported results and to have confidence in the future.
1. The year 2021* 5
Message from the Chairman 5
Activity report and prospects 7
2. Description of the company and its activities* 15
3. Corporate Governance 17
Remuneration report* 20
Information to shareholders 26
4. Consolidated key figures 2021 29
5. Consolidated financial statements and related notes 33
6. Auditor’s report on the consolidated financial statements 69
7.
Concise version of the statutory financial statements and
the statutory annual report of Van de Velde NV
75
8. Statement of responsible persons 81
9. Sustainability report* 83
Table of contents
* These chapters of the Board of Director’s report are consistent with the Consolidated Financial Statements and
have been prepared in accordance with article 3:32 of Belgium’s Companies Code.
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Message from the Chairman
2021was characterized by periods of great optimism but also of great
uncertainty. After mandatory store closures in many countries and far-
reaching restrictions, vaccines came to the rescue sooner than expected,
giving us a sense and taste of freedom again. Consumers responded
with enthusiasm and the economy was revived. But that optimism was
fragile and uncertainty reared its head again. There is a risk that we
will once again become hostage to external factors we cannot control.
That said, we remain positive and we continue to have confidence in
the various parties that impact our operations.
•
In the government, which in difficult and unprecedented circum-
stances has to find a balance between protecting the health of the
(older) population, on the one hand, and allowing economy and soci-
ety in general to function properly, on the other.
• In scientists, who have greater insight into how aggressive the virus
is and who have managed to quickly develop vaccines.
•
In our suppliers. It will be a tough year for the supply chain. Both
production and lines have been impacted and suppliers have to
contend with supply issues. Fortunately, our partnership model and
our long-term relationships with suppliers have protected us from
major disruptions and delays. It remains a challenging environment,
however, and getting goods to our retail partners on time demands
a lot of energy.
• In our shareholders, who have continued to support us over recent
years. We will do everything within our power to reward this trust
over the coming years.
•
In our management and in our employees, who give their all each
and every day, often in difficult circumstances.
• Last but not least: in our retail partners. They have rated us highly in
satisfaction surveys. We are grateful to them for this and we real-
ize that we have to continue to earn their satisfaction every single
day. Maintaining such a high level of satisfaction is a challenge. We
endeavour to do this by consistently offering trendy, creative products
of impeccable quality that fit perfectly. Service also plays an important
role. We continue to focus on the satisfaction of our retail partners
and do our utmost to get through these turbulent times together.
In 2022we will continue to implement our optichannel strategy, going
all in on digital communication and digital technology. This will enable
us to bring consumers to the fitting rooms faster, where they can be
convinced of our products based on professional styling advice.
Lastly, in a spirit of hope and optimism, we want to thank everyone
who contributed to the recovery in 2021. Here’s to a successful 2022.
I thank you sincerely for your trust.
Herman Van de Velde
Chairman of the Board of Directors
1
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The year 2021
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Activity report
Design: brands and innovation
Design: Marie Jo
We continued to refine the new collection architecture in 2021. The needs
of new and existing consumers are changing. An extensive international
consumer study was conducted in 2020, focused on both existing and
potential Marie Jo target groups. The resulting insights were used for
the new collection architecture. The segmentation of both main brand
Marie Jo and sub-brand Marie Jo L’Aventure was adapted. That enables
us to optimize the lingerie collections – new season fashion trends and
stayers – and ensure a compelling offer. Both consumers and our retail
partners appreciate the new collection approach. The lingerie is more
original, more playful and more colourful, without compromising on the
fit, comfort and quality.
As well as the visually distinctive range, we are also strengthening
the modularity of our collections. One of the USPs of our brands is
consistency in size and style. Once the consumer knows her size and
style she will be able to find the perfect fit in various lines of current
and future collections. Over the years we have built up valuable know-
how on fit, comfort and quality. Digital tools developed in partnership
with our Innovation department are used in the design process. The
intense partnership between the Design and Innovation departments
ensures our knowhow is applied in a consistent and objective way by
the modelling team.
Design: PrimaDonna
PrimaDonna provides an outstanding fit and a fashionable look to women
with larger breasts. As such, PrimaDonna is unique in the plus-size
market. Our collections are developed on the foundations of a strong
collection architecture. That allows us to make every woman with larger
breasts happy with lingerie that fulfills her personal preferences. We
make sure that every woman, younger or older, traditional or provoca-
tive, can express her femininity.
PrimaDonna already has a strong presence in the traditional, romantic
and colourful segment. To be sure that we appeal to new consumers
too, we have added daring sets with the tried-and-true PrimaDonna fit
to our collections.
The basic range was refreshed in 2021. Less strong products will also
make way for more trendy contemporary products in 2022. The range
of stayers remains in line with the expectations of our heterogeneous
consumer group. These stayers are available in various designs, colours,
styles and sizes. The positive results generated by this diverse stayer
collection are clearly seen in our stocks and supplies.
Our marketing campaigns are also characterized by diversity. We address
various types of woman in our WeArePrimaDonna campaigns, which
showcase real stories from real PrimaDonna women.
PrimaDonna is inclusive and authentic. That’s why it was decided to
offer a range of sizes. The average cup size is increasing and lingerie is
evolving in lockstep. In response, we have added a K cup to our range. In
doing so we are keeping our promise to offer beautiful, on-trend lingerie
that ensures the best support and fit for large breasts.
PrimaDonna Twist, the youngest PrimaDonna segment, is very success-
ful. We appeal to even more consumers with this younger line, without
obstructing the growth of the main brand PrimaDonna. Like PrimaDonna,
the PrimaDonna Twist stayer range was also refined. A stayer does not
always have to be traditional, it can also make a statement. Our ‘First
Night’ series is a perfect example. The Swim collection is aligned to the
lingerie range to ensure that women are able to find their ideal fit. In
the Sport collection we introduced two new stayers in neutral colours.
Design: Andres Sarda
Andres Sarda – the lingerie and swimwear brand that helps women
feel glamorous and striking – has reconfirmed its brand essence and
reinforced its luxury positioning. A new collection architecture was imple-
mented to meet the wishes of luxury consumers the world over. Andres
Sarda sales increased in 2021. This is primarily due to the success of its
head-turning lingerie collections.
Andres Sarda opened the Madrid Fashion Week with eye-catching shows
not once but twice in 2021. Actress Lali Esposito, as seen on Netflix,
starred in one of the shows in the form of a cabaret, which the press
and leading stakeholders in the front row clearly loved.
Andres Sarda’s renewed creativity, luxury and originality will continue
to drive growth in 2022.
Innovation
Three innovation axis projects were completed in 2021:
1. Product
In early 2021extensive consumer research in our key markets pro-
vided new insights: the importance of ultra-comfortable lingerie
across consumer groups, a response, among other things, to the
covid-19pandemic. To meet these newly identified consumer expec-
tations, last year more research was conducted into new material
and production technologies that were originally developed for the
booming sports textiles sector. The feasibility of using these new
technologies will be explored over the coming year, based on tests
of prototypes and new product concepts.
2. Process
The innovation team is also working on the establishment and appli-
cation of clear and objective fit standards, based on user-friendly 3D
tools and models.
3. Fitting room
As well as the physical fitting room, we give consumers a high-quality
personal service experience in our digital channels. 2021saw the roll-
out of the first state-of-the-art advice tools in our digital channels: the
‘fit quiz’ at primadonna.com and ‘measure@home’ at mariejo.com.
The advice tools were positively received by the consumer.
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Marketing
Consumer-centricity remains the heart of our marketing strategy. We put
the consumer first by trying to understand her as well as possible and
making our brands as relevant for her as possible. We focus on enhanc-
ing consumer awareness and emotional engagement with regard to our
brands. We do this with a marketing mix that targets increased media
presence in our key markets and an extra layer of emotional content.
We launched an original new campaign for Marie Jo in the autumn:
Marie Jo | My Invisible Force. The campaign was launched to turn wom-
en’s heads and put a smile of recognition on their faces. We present a
clothed self-confident women who admires herself in the mirror with
satisfaction. Under her outfit she’s wearing her favourite Marie Jo set.
It makes her feel good and even more self-assured. What she’s feeling
is her invisible force. For 40years now it’s been Marie Jo’s mission to
enable women to feel good about themselves. We do that by listening
to women, to get to know and understand them so that we can put their
interests first at every step we take in the design process.
At PrimaDonna, the lingerie brand for women with large breasts, we
continue to work hard on our successful “close to the body” cam-
paigns. Since 2019we have been highlighting women with the tag
#WeArePrimaDonna. They talk about their body and their large breasts
in an open and informal way. In doing so, they become role models for
other women. We have strengthened our community with a number of
international PrimaDonna muses. We have also turned the spotlight on
women who do not typically see themselves in the media. We invited
five unknown women to a lingerie fitting session and photo shoot with
PrimaDonna ambassador Siska Schoeters. #WeArePrimaDonna chimes
perfectly with PrimaDonna’s mission: ensuring that women feel good
about themselves.
The second important driver of consumer centricity in our marketing
strategy is developing powerful 360° activation campaigns. Our optichan-
nel approach is key here. Consumer research shows that 70% of the
preshopping experience takes place online. On the other hand, our
research and experience tells us that a visit to a lingerie boutique is
the fastest route to a good brand experience and the ultimate fit for
consumers. That’s why we connect those two key aspects in our cam-
paigns. We endeavour to inspire consumers with our strong brands on
our revamped websites, on social media and in newsletters. We also
forefront the importance of our lingerie styling expertise with relevant
information about the effect of high-quality, perfectly fitting lingerie and
the vital role of professional size and style advice in the boutique fitting
room. With powerful activations we try to help our retail partners as
much as possible to attract consumers into their stores.
Sales
Wholesale
The first half of 2021was a challenging period for independent lin-
gerie boutiques and department stores alike, due to the pandemic
restrictions, including regional and national lockdowns. The closures
of brick-and-mortar stores drove the growth of online shopping, which
is clearly reflected in the strong growth of our omnichannel customers
and e-tailers. Bricks-and-mortar stores focused on consumer centricity
also achieved strong growth.
Pre-orders for spring/summer were impacted by the situation in 2020.
The higher demand for high-quality products and designer fashion after
reopening led to strong growth in follow-up orders of trendy products
and our compelling stayers.
The trend in strong results continued into the autumn. The autumn/winter
collection was well received by consumers, who continue to be keen on
trendy wear and new products. However, more pandemic restrictions
in December resulted in lower end-of-year sales.
The sales of swimwear were effected by travel restrictions, uncertainty,
and large swimwear stocks in stores.
Footfall was down on pre-pandemic levels in brick-and-mortar stores,
but this was offset by the particularly loyal customer base and higher
spend per customer.
The Van de Velde Academy relaunched its training courses, a move that
was very enthusiastically welcomed by our retail partners. The focus
was on fitting and styling in stores to capitalize on Van de Velde’s USP:
providing consumers with the optimal lingerie styling experience.
Further acceleration and professionalization was seen at lingerie bou-
tiques that are open for business online. We support our retail partners
with digital services, including EDI, API connections, drop shipments
and the online Lingerie Styling partner platform that enables them to
serve consumers better regardless of the channel.
As in 2020, in the year under review we continued to provide solid
support to our retail partners with on-time deliveries and full-fledged
collections. They showed their appreciation by awarding us high net
promoter scores (NPS). We continue to support our partners in their
digital acceleration and focus on consumer centricity. We support spe-
cific customer groups with data-driven purchasing advice to ensure
their stock is always tailored to their needs. In the new Sales Excellence
Development Program we help our representatives adopt a more effi-
cient approach to providing their customers with support and advice,
aimed at strengthening the partnership.
Digital
More than ever, digital plays a key role in consumer decision-making and
purchasing, both online and offline. With that in mind, Van de Velde has
accelerated its move to digital in recent years with high-impact projects
and the results have been impressive.
The Marie Jo website was recently given a platform makeover, which
means that all Van de Velde sites are now running on our new scalable
digital platform. Consumers are served up a balanced mix of inspiring
and informative content and are immersed in the brand story.
New functions have been added to the existing brand and retail web-
sites to better respond to consumer needs. As well as shopping, retail
website visitors can also check lingerie stocks in individual stores and
book an in-store appointment.
Our investments in digital media are increasingly tailored to evolving
media use, with rising cost-effective investments in social networks,
search machines and innovative online channels. We have been able to
reach new consumers with high-impact digital campaigns.
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Retail: Owned & operated, franchise
and brick-and-mortar stores
After a tough first six months of the year, with store closures in all
countries except the United States, our brick-and-mortar retail channel
was awarded a high consumer satisfaction score as well as contribut-
ing to profit.
Retail’s complete integration into the optichannel sales and marketing
structure was an important first step in that journey.
Brick-and-mortar stores fulfill an advisory role for consumers and this
had to be adapted during the lockdowns, with due consideration for the
changing consumer needs. A new online appointment tool was imple-
mented. It can be used to make both in-person and virtual appointments.
Our 3D mirror is used as a secure measuring tool during appointments.
We see that appointments in which the 3D mirror is used generate
higher consumer spend.
More and more consumers start their shopping journey online, so our
retail websites now show what products a given brick-and-mortar store
has in stock. Consumers use this function often and they really appreci-
ate it. We also deliver sizes or articles that are not in stock at a given
store straight to consumers.
The optichannel strategy that is used for retail communication is fully
aligned to 360° activation. This is rolled out and optimised in our Space
Management project, which ensures our products are presented in an
optimal way with an optimal range tailored to the brand experience.
The restructuring of the owned and operated retail portfolio was com-
pleted in 2021, with the reduction of rental costs and the relocation of
stores to sites that fit in optimally with the targeted consumer profiles.
Value chain
The global pandemic continued to have a negative impact on the value
chain in 2021. As the pandemic began to recede, we remained focused
on ensuring maximum delivery reliability in line with our promises, with-
out compromising premium product quality. This was achieved while
maintaining an acceptable cost structure.
Focus on quality
The quality of our end product remained a priority, as the most important
criterion for decisions that affect the value chain. The supply chain was
disrupted by a shortage of key raw materials and capacity limitations.
Based on the trust built up with suppliers during the darkest days of the
pandemic in 2020and determination, we were able to count on excel-
lent service from suppliers. Close consultations between suppliers, our
stitching studios and our in-house teams enabled us to safeguard the
quality of our products.
Delivery promise
The first few months of 2021brought further mandatory store closures
in various markets. In consultation with independent retail partners,
we rescheduled deliveries of the summer collections to a later date
in the year. When stores opened again we released the most popular
collections first, so that our retail partners were able to ramp up sales
immediately. That demanded more flexibility from the in-house teams,
but resulted in earlier follow-up orders. It also meant that we were ready
to deliver our Swim collections as restrictions were eased and summer
tourism started to pick up.
When the winter season launched in June the distribution centre in
Wichelen was surprised by the speed at which sales increased. This
created operational challenges in July and August. Our staff worked
hard to ensure that orders were shipped as quickly as possible. The
new winter collections were available in full on time, thanks to earlier
decisions made by our S&OP structure. In the autumn we focused on
the infrastructure updates needed to ensure that we continue to keep
our delivery promises at Wichelen. That included the optimization of the
packing process. As of September we were once again able to guarantee
a fast response based on the stocks of both trendy and stayers.
It is the first time in a long while that we have had to deal with a short-
age of people on the job market. Attracting new recruits was a big part
of our activity and will remain a focal point going forward.
Operating processes
In 2021our focus remained on ensuring short-term business continuity.
As well as the existing routine of start-the-day meetings and continuous
assessment based on performance indicators, we also held meetings
to update our teams on frequent changes. That ensured that we were
able to respond fast in the event of problems, be that in terms of staff
numbers and workload at our production and logistics departments or in
terms of extra flexibility with regard to value chain timings and planning.
We also worked on long-term business continuity. We improved demand
forecasting, worked on our return flows and – after carefully assessing
several IT solutions – we greenlit the implementation of a new ware-
house management system (WMS). We incorporated the multichannel
vision into the S&OP process, making the specific needs of each distri-
bution channel transparent in order to manage supplies better.
Production
No significant changes occurred. Virtually all production steps, save pure
stitching (assemblage), are done in Belgium . There is enough capacity in
the cutting room to guarantee flexibility over the coming years. Assembly
is consolidated in two regions: Asia and Tunisia. In Asia we partner with
Top Form, primarily working out of its sites in China and Thailand. In
Tunisia we have our own site and we work with two suppliers. Both of
these approaches offer good value for money.
Top Form in China, our own site and our partners in Tunisia all faced
particularly big challenges once again due to the pandemic. Their main
priority was the safety of their staff and the implementation of impor-
tant health-related measures in consultation with the local authorities.
Things started to improve considerably once vaccination programmes
got underway in the second half of the year. We began planning the
expansion of our premises at our Tunisia site to support additional logis-
tics and quality assurance activities in the region.
Sustainability
Sustainability is a priority at Van de Velde. We pursue a long-term
vision and want to add value for society. A sustainability manager was
appointed in September 2021to roll out our sustainability policy further.
A clear framework, collective engagement and acquisition of specific
knowledge are the tools needed to be able to make progress. Taking our
lead from the sustainable development goals (SDGs), we are fleshing
out a multi-year action plan in line with the mission, values and ambi-
tions of Van de Velde.
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In 2021work continued on projects with a positive social and environ-
mental impact. Van de Velde’s Social and Ethical Charter was updated
in the autumn and an external audit was held in connection with
SA8000recertification. This is proof of a company’s respect for human
rights and local laws. Staff ecology awareness campaigns were con-
ducted, the energy performance of our buildings and sites was improved,
and we made a change to our packaging. Innovative eco-friendly threads
were adopted for use in the collections.
IT, Digital Development and Data
Digital acceleration was at the top of the agenda for the IT and data
teams again in 2021. The optichannel strategy continues to be the main
focus, as it enables us to support our retail partners with new digital
functions to improve the customer experience. Our retail partners that
wish to sell their wares online have various options, including an online
store. We offer a range of e-services to simplify the online sales process
for them. They can upload product information, photos, prices and more
to the online system. We offer retail partners that do not sell online a
digital alternative on our Lingerie Styling Partner platform. These retail
partners can refer consumers to the platform in their social media chan-
nels and newsletters. Consumers can shop there or simply use it as a
source of inspiration.
The B2B platform has also been optimized. The aim was to improve the
user experience on the platform, including the look and feel. We use the
B2B platform to give retail partners information about new collections,
marketing campaigns and other fashion topics. This has led to a further
increase in the volume of orders through this platform.
New functions have been developed for our own retail network with
Rigby & Peller and Lincherie. Consumers can now check the availability
of specific items in their preferred store online before setting out on a
shopping trip.
We continue to work to make our websites as inspiring and as user-
friendly as they can be. The Marie Jo and corporate Van de Velde web-
sites were migrated to the Microsoft Azure platform in 2021.
We completed some important IT security projects, including implement-
ing multi-factor authentication (MFA), setting up a new firewall around
our Azure environment and installing BitLocker on all our hardware. IT
security remains a hot item on our agenda. The same goes for the scal-
ability and flexibility of our IT infrastructure and architecture. Focusing
on our logistics infrastructure, the first big step is the implementation
of a new WMS at the central distribution centre in Wichelen.
The construction of the Consumer Data Platform got underway in 2020.
The goal is to gain better insights into consumer behaviour. We set
up consumer segmentation to enable us to align the content of our
communication with the needs of the various types of consumer. This
project will continue in 2022, with the aim of facilitating a personalized
consumer experience. The sales dashboards have been refined to give
the sales teams improved insight into consumer needs. These data-
driven insights enable us to provide our retail partners with support to
optimize their sales advice support and product range.
People and Culture
Our values:
•
Passion: Our heart beats faster for our products and the women
who wear them.
• Quality: We strive for the highest quality in our products, our work
and our service, without compromises.
•
Consumers and Customers first: We understand, meet and exceed
the needs and expectations of our customers and consumers.
• Entrepreneurial: We look for solutions, we endeavour to excel and
we learn constantly. Our increasing focus is on achieving results.
• Stronger together: We work together with respect and trust, both
in-house and externally.
• Authentic: We are reliable, honest and practical.
We are proud of our teams. All our employees have managed to achieve
impressive results in 2021, a year on which covid-19cast a dark shadow.
That is down to the engagement and drive of our employees, who con-
tinue to serve and support our partners and consumers.
The health, wellbeing and safety of our employees remained our highest
priority. We implemented the appropriate health measures, introduced
working from home wherever possible and closely followed government
restrictions to protect employees and visitors. Communication by and
availability of management remained key.
Remaining connected was critical. Our cross-department VdV Connect
team launched various initiatives to maintain and strengthen connections
between our employees and teams. Examples include a charity Walk &
Bike Challenge in association with Plan International, exercise sessions,
digital coffee breaks, Lunch & Learn sessions and Secret Santa.
We introduced hybrid working for relevant jobs in the second half of
the year. This approach is focused on finding a good balance between
working at the office and working from home. The ultimate aim is to
protect collective wellbeing while ensuring optimal individual, team and
company goals and targets are achieved.
We have also continued to invest in engagement over the past year.
We want to create a working environment in which employees feel they
are listened to and kept in the loop, and can get the best out of them-
selves. We hold a monthly anonymous satisfaction and needs survey
among employees to help us keep improving as an organization. The
drivers included in the survey are: the relationship with managers and
colleagues, feedback and recognition, ambassadorship and alignment
with strategy, empowerment and personal growth. A specific driver
relating to covid-19measures was also retained after being included
for the first time in 2020. The input this generates is used to determine
our responses, which can be rolled out swiftly. The general engagement
score remains at a stable high level.
The implementation of the performance management process continued
across the organization. A mix of formal interviews and informal chats,
the process targets employee development as well as the achievement
of optimal individual and company results. These meetings and chats
are held in a context of trust and respect to ensure open, transparent
communication.
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Employee training was also high on the agenda. We are convinced that
Van de Velde can only grow if our employees are able to grow. We do that
together. That’s why various trainings were offered to help employees
acquire technical and job-related skills and strengthen their management,
interpersonal and communication skills. We did this in close partnership
with IVOC, our industry’s training fund.
We were able to welcome many new colleagues to support our growth.
A lot of attention was given to onboarding and integration. We work on
both external recruitment and internal mobility to offer career paths
within our organization.
Review of the key audited consolidated figures
Turnover
On a comparable basis (including comparable seasonal deliveries), the
consolidated turnover increases in 2021by 19.1% from m€ 160.5to m€
191.2 The reported turnover increases more sharply, namely by 28.2%
from m€ 152.3to m€ 195.3 This is due to a timing difference resulting
from the postponement of the deliveries for summer 2021at the end
of 2020.
Comparable turnover (in m€) 31.12.2021 31.12.2020
Turnover
195.3 152.3
Deliveries summer collection in the
second half of 2021 and 2020
-5.0 -0.9
Deliveries summer collection in the
second half of 2020 and 2019
0.9 9.1
Comparable turnover
191.2 160.5
The comparable wholesale turnover increases by 18.4% to m€ 163.6and
the retail turnover grows by 23.7% to m€ 27.6 In Europe, the retail
turnover increases by 17.8% and in the United States by 49.4%. The
stronger growth in the United States reflects the fact that there were
no lockdowns in 2021compared to long lockdowns in 2020.
In both segments, wholesale and retail, the following trends can be
observed:
– Lingerie sales recovered strongly and even grow compared to 2019.
This growth is driven by a strong performance in the second half of
the year.
– Swim sales have not yet recovered due to uncertainties and restric-
tions related to travelling in spring 2021and to high stock levels with
our Retail Partners.
–
Sales are highly stimulated by the optichannel marketing strategy
based on a 360° marketing activation through the different channels
and improved digital platforms. The different campaigns positively
impacted all channels, both physical and digital.
EBITDA
On a comparable basis (including comparable seasonal deliveries), the
consolidated EBITDA for 2021increases by 30.3%, from m€ 40.1in
2020to m€ 52.3in 2021. The EBITDA on a non-comparable basis increase
by 58.4% from m€ 34.7in 2020to m€ 55.0in 2021.
Comparable EBITDA (in m€) 31.12.2021 31.12.2020
EBITDA (Operating profit + depre-
ciation and amortizatoin)
55.0 34.7
EBITDA on comparable deliveries
-2.7 5.4
Comparable EBITDA
52.3 40.1
The EBITDA on a comparable basis amount to 27.4% of the turnover
compared to 25.0% in 2020. The main reason for this positive evolu-
tion is the turnover increase of 19.1%. Furthermore, there is a positive
price effect due to a different mix and the improvement in production
efficiency.
Working capital
Working capital (current assets excluding cash and cash equivalents
fewer current liabilities excluding financial debts) decreases and amounts
to m€ 31.7 in 2021 versus m€ 35.4 in 2020. This is due to an increase
in the short-term liabilities because of increased business activity and
a decrease in tax and VAT receivables.
COVID-19 update
In 2020, companies around the world were hit by the effects of the
COVID-19 pandemic. The consequences of this pandemic also had an
impact on 2021. At the beginning of 2021, many of our Retail Partners
were again confronted with several weeks of shop closures and other
restrictions. Just like last year, we optimally supported our Partners
through various measures. This led to a further increase in customer
satisfaction.
Prospects
After beginning to turn things round in 2021our ambition is to return to
growth in 2022. We have summarized our strategic vision for 2022as
follows: “accelerated growth by activating our premium brands, per-
sonalized service to retail partners and consumers, and upscaling the
supply chain”.
The strategic plan for 2022-2023covers the following key domains:
growth through markets, consumer focus and strengthening the
optichannel strategy. We are convinced that these strategic priorities
will generate further growth.
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Focus on our premium lingerie brands and consumer
centricity
– Premium Fashion Lingerie Activation: our premium lingerie brands
PrimaDonna, Marie Jo and Andres Sarda will be strengthened. We
will continue to develop PrimaDonna as the leading lingerie brand for
women with a larger cup size. The focus remains on enabling women
to be proud of their femininity by designing on-trend lingerie that fits
perfectly. We want to strengthen Marie Jo’s market position by allow-
ing women to be themselves. At Andres Sarda we are building on
glamour and the brand’s Barcelona roots. We deploy 360° activation
to ensure a consistent message is shared with consumers about
our brands in various channels.
–
Encouraging consumer centricity: we continue to claim “the moment
of truth” when consumers try on our lingerie by offering the ultimate
fitting experience through our lingerie styling programme. We are
building a lifelong relationship with consumers through personaliza-
tion and loyalty programmes.
Strengthening the optichannel strategy and brands
We continue to strengthen our optichannel strategy by aligning online
channels and brick-and-mortar stores. Our retail partners’ brick-and-
mortar stores are our priority. We give consumers the opportunity to
buy our brands where and when it suits them: in-store or online. Most
consumers start their lingerie shopping journey online, but most trans-
actions are completed in brick-and-mortar stores. We will focus on:
–
Our retail partners, specialized lingerie stores, continue to be our
preferred partners. They are the cornerstone of our business and
the primary bridge to consumers. The added value of the styling and
fitting service offered to consumers in stores ensures our lingerie is
presented in the best possible way. We will tailor our services ever
more to the needs of the retail partners through segmentation, and
support and encourage them in the continued digitization through
e-services.
– Own stores and franchises: we will continue to integrate them into
our 360° activations. We aim for consistent communication and want
to strengthen the experience and impact of our brands by presenting
the collection in all channels in the same way. In addition, we want
to provide the very best service in our own stores and the franchise
stores based on lingerie styling, with the aim of developing and
testing a best-in-class concept that responds to consumer needs.
Our store portfolio will remain stable.
–
Accelerated growth. We are focusing on France and Germany, which
are markets with growth potential for Van de Velde. The growth plan
for Germany was successfully launched but delayed by the protracted
lockdowns.
Strategic enablers to put these strategic plans into practice
– Upscaling our supply chain by raising efficiency and capacity to sup-
port further growth. We are upgrading our WMS to guarantee the
right service level. The ToGetHer project will be rolled out further to
differentiate our offer for consumers and through the various chan-
nels. Production capacity will be enlarged over the next few years.
–
Investing in our employees and organization. The motivation and
engagement of our employees are drivers in the pursuit of our targets.
We continue to measure their engagement by means of monthly
surveys and related actions. We constantly work on employer brand-
ing to present a clear image of Van de Velde as an employer. This is
important in the context of low unemployment, which makes attract-
ing talent challenging. We will continue to expand and enlarge our
performance and talent development programme. We are working on
aligning goals with KPIs across the departments to achieve the best
possible results. In doing so, we are working on strong partnerships
and a sense of solidarity between departments.Together we achieve
much more and we want to continue to encourage this.
It is our conviction that our strategic vision with clear priorities and
plans constitute strong foundations for Van de Velde’s continued growth
in 2022.
Marleen Vaesen, CEO
With thanks to all colleagues
| 15 |
For a detailed description of the mission, core business and history, please visit our website at www.vandevelde.eu.
The Group structure as at 31 December 2021 is as follows:
2
|
Description of the company and its activities
In this annual report, all those entities together are referred to as the Group.
0.02%
2021
Jaarbrochure 2021
0,02%
25.7%
Top Form
International Ltd
Hong Kong
100%
Van de Velde
Nederland BV
The Netherlands
100%
Marie Jo GmbH
Germany
100%
Van de Velde
Verwaltungs GmbH
Germany
100%
Van de Velde GmbH
& Co KG
Germany
100%
Van de Velde UK Ltd
United Kingdom
100%
Rigby & Peller Ltd
United Kingdom
100%
Van de Velde
Denmark Aps
Denmark
100%
Van de Velde
Finland Oy
Finland
100%
Van de Velde Termelo
es Kereskedelmi KFT
Hungary
100%
Van de Velde
Iberica SL
Spain
100%
Intimacy Management
Company LLC
United States
of America
100%
Van de Velde Retail Inc
United States
of America
99.98%
Van de Velde
Confection SARL
Tunesia
100%
Van de Velde North
America Inc
United States
of America
Van de Velde NV
België
| 17 |
Van de Velde is a listed family company and as such it gives special
attention to gearing its operations and organization to the provisions of
the Corporate Governance Code (third edition).
On 29February 2020the Board of Directors of Van de Velde NV approved
the Corporate Governance Charter, which is available on the company’s
website.
The company’s family nature is also an important ingredient in good
corporate governance. The family has an interest in the company being
managed in a professional and transparent way, which is expressed
among other things by the presence of experienced family members
on the Board of Directors.
Corporate governance and transparency are also discussed in other
chapters of this annual report.
The Board of Directors
Composition of the Board of Directors
The Board of Directors of Van de Velde NV is composed as follows:
•
Herman Van de Velde NV, always represented by Herman Van de
Velde, chairman (tenure expires at the Ordinary General Meeting
of 2024);
•
Lucas Laureys, director (tenure expires at the Ordinary General
Meeting of 2022);
• Bénédicte Laureys, director (tenure expires at the Ordinary General
Meeting of 2024);
•
Fidigo NV (successor of BV Dirk Goeminne), always represented
by Dirk Goeminne, director (tenure expires at the Ordinary General
Meeting of 2022);
•
YJC BV, always represented by Yvan Jansen, director (tenure expires
at the Ordinary General Meeting of 2023);
•
Mavac BV, always represented by Marleen Vaesen, managing director
(tenure expires at the Ordinary General Meeting of 2022);
• Veronique Laureys, director (tenure expires at the Ordinary General
Meeting of 2023);
•
Valseba BV, always represented by Isabelle Maes, director (tenure
expires at the Ordinary General Meeting of 2022);
• Greet Van de Velde, director (tenure expires at the Ordinary General
Meeting of 2023).
–
Herman Van de Velde NV, always represented by Herman
Van de Velde (m, 1954°), chairman and director
After Herman obtained his degree in economics (KULeuven) and a
postgraduate degree in development economics (UCL), he moved
to Conakry, Guinea to work for Unido (United Nations Industrial
Development Organization). In 1981he joined the family firm
founded by his grandfather. He was a member of the Board of
Directors of Lotus Bakeries for twelve years and chairman of Etion,
a platform for entrepreneurs, for seven years. He currently sits on
the board of Brabantia, Alsico, Vigo, Artevelde University College
and Volksvermogen. He is also chairman of IVOC (the institute for
training and development in the clothing industry) and Vlajo (the
organization for young Flemish companies).
–
Lucas Laureys (m, 1945°), director
Lucas has a licentiate in economics (University of Ghent) and
obtained a master’s degree in business administration at Vlerick
Business School and KUL. In 1971he joined the family firm
founded by his grandfather. More than 30years he has been
active as co-managing director and CEO with responsibilities in
strategy, sales and marketing. He has also sat on various boards of
directors, including those of Delta Lloyd Bank and Omega Pharma.
At Omega Pharma he has been chairman for several years.
–
Bénédicte Laureys (f, 1969°), director
Benedicte obtained a professional bachelor’s degree in secondary
education economics at University College Leuven. Before her
appointment as director at Van de Velde, in 2006, she followed
a course at Guberna, the institute for administrators. She has
25years experience in the lingerie business. She is currently
director and managing director of Ambo Holding NV and Vogue
BV. She also has a seat on the Board of Directors of Rigby & Peller
US/UK and ADX Neurosciences NV.
–
BV YJC, represented by Yvan Jansen (m, 1963°),
independent director
Yvan has a licentiate in law (KUL) and a master’s degree in eco-
nomics (UCL), as well as an MBA from Chicago Booth. Yvan
Jansen is partner at Kearney and head of Belgium. He was previ-
ously a partner in private equity and senior partner & managing
director at The Boston Consulting Group.
–
Fidigo NV, represented by Dirk Goeminne (m, 1955°),
independent director
Dirk studied applied economics and commercial engineering and
is currently chairman of the Board of Directors of Ter Beke. He
also sits on various boards of directors, including Wereldhave.
–
Mavac BV, represented by Marleen Vaesen (f, 1959°),
managing director
Marleen has a background in economics and supplemented her
training with management courses at prestigious universities,
including Harvard. She has built up a career at Procter & Gamble,
Sara Lee and was CEO at Greenyard for five years. Marleen was
appointed CEO of Van de Velde at the end of December 2018.
–
Veronique Laureys (f, 1979°), director
Veronique has a background in economics. She has more than
ten years’ experience in the lingerie business and is director and
managing director of Ambo Holding NVand Vogue BV. In 2017she
was appointed to the Board of Directors of Van de Velde.
–
Valseba BV, represented by Isabelle Maes (f, 1974°),
independent director
Isabelle studied commercial engineering and Is CEO of Lotus
Bakeries Natural Foods. Before she was active as CFO with Lotus
Bakeries and with Barry Callebout Belgium and Senior Auditor
at PWC.
–
Greet Van de Velde (f, 1956°), director
Greet has a licentiate in economic science and has been active
at Van de Velde for more than 23years, with positions including
production manager, sales account and project manager and head
of the demand unit.
Honorary director: Henri-William Van de Velde, son of the founder, Doctor
of Laws.
Valseba BV, Fidigo NV and YJC BV are considered to be independent
directors.
Lucas Laureys, Bénédicte Laureys, Veronique Laureys, Herman Van de
Velde NV and Greet Van de Velde represent Van de Velde Holding NV, the
majority shareholder of Van de Velde NV, and are non-executive directors.
3
|
Corporate Governance
| 18 |
Mavac BV is managing director.
In accordance with the Act of 28July 2011
(1)
, at least one third of the
members of the Board of Directors are the opposite sex to the other
members.
Herman Van de Velde NV chairs the Board of Directors.
The company secretary is Nathalie De Kerpel, legal counsel.
Operation and activity report of the Board of Directors
Van de Velde’s Board of Directors directs the company in accordance
with the principles laid down in Belgium’s Companies Code and makes
decisions on the general policy. These comprise the assessment and
approval of strategic plans and budgets, supervision of reports and inter-
nal controls and other tasks assigned by law to the Board of Directors.
Pursuant to Article 524bis of Belgium’s Companies Code of 7May 1999,
the Board of Directors has established a Management Committee to
which it has delegated its managerial powers, with the exception of
general policy and all actions that are reserved to the Board of Directors
by statutory provisions. With a view to ensuring continuity in its manage-
ment and facilitating the smooth and adequate implementation of the
provisions of the New Companies Code of 23March 2019(New BCC)
in its management model at the appropriate time, Van de Velde NV
decided to make use of the special transitional arrangement for the entry
into force of the New BCC and to retain its Management Committee
within the meaning of Article 524bis of Belgium’s Companies Code (also
after 1January 2020, until the next time the articles of association are
amended (which is foreseen at the General Meeting of Shareholders
dated April 27, 2022), at which point the New BCC becomes applicable.
The Board of Directors has also established the following advisory
committees: an Audit and Risk Committee and a Nomination and
Remuneration Committee.
For a detailed description of the operation and responsibilities of the
Board of Directors we refer you to the company’s Corporate Governance
Charter, which is published on the company’s website.
In 2021the Board of Directors met six times. There was an additional
meeting of the Board of Directors attended only by the non-executive
directors for the purpose of evaluating the interaction between the
Board of Directors and the Management Committee. Valseba BV was
excused from one board meeting. Otherwise, all board meetings were
fully attended.
(1) This act aims to ensure that there is gender balance in Board of Directors.
Committees within the Board of Directors
(a) Audit and Risk Committee
The objective of the Audit and Risk Committee is to assist the Board
of Directors in carrying out its control tasks with respect to Van de
Velde’s financial reporting process, including supervision of the integ-
rity of the financial statements, and the qualifications, independence
and performance of the statutory auditor.
The Audit and Risk Committee advises the Board of Directors on
the following:
• Appointment (and dismissal) and remuneration of the statutory
auditor;
• Preparation of bi-annual and annual results;
• Internal control and risk management;
• External audit.
The Audit and Risk Committee is composed as follows:
• Lucas Laureys;
•
Fidigo NV, always represented by Dirk Goeminne (independent
director);
•
YJC BV, always represented by Yvan Jansen (independent
director);
• Valseba BV, always represented by Isabelle Maes (independent
director).
The members of the committee possess sound knowledge of finan-
cial management.
The chairman of the Audit and Risk Committee is Valseba BV, always
represented by Isabelle Maes. Isabelle studied commercial engineer-
ing. She is CEO of Lotus Bakeries Natural Foods. In the past she has
been CFO of Lotus Bakeries and Barry Callebout Belgium and senior
auditor at PWC. As a result, she has the necessary knowledge of
accounting and auditing.
The Audit and Risk Committee meets no fewer than four times a
year and as often as considered necessary for its proper operation.
In 2021the Audit and Risk Committee met four times. All Audit and
Risk Committees were fully attended.
(b) Nomination and Remuneration Committee
The Nomination and Remuneration Committee formulates recom-
mendations to the Board of Directors concerning the company’s
remuneration policy, the remuneration of the directors and members
of the Management Committee and the appointment of the directors
and members of the Management Committee, and is responsible
for the selection of suitable candidate directors.
The Nomination and Remuneration Committee is composed as
follows:
•
Herman Van de Velde NV, always represented by Herman Van
de Velde;
•
YJC BV, always represented by Yvan Jansen (independent
director);
• Valseba BV, always represented by Isabelle Maes (independent
director).
| 19 |
The chairman of the Nomination and Remuneration Committee is
Herman Van de Velde NV, represented by Herman Van de Velde. All
members of the committee possess sound knowledge of remunera-
tion policy.
The Nomination and Remuneration Committee meets as often as is
needed for its proper operation, but never fewer than two times every
year. The Nomination and Remuneration Committee has formally met
four times in 2021. All members attended these meetings.
No director attends the meetings of the Nomination and Remuneration
Committee in which his or her own remuneration is discussed or may
be involved in any decision concerning his or her remuneration.
For a detailed summary of the responsibilities and the operation of
the various committees established by the Board of Directors, see
the company’s Corporate Governance Charter, which is published
on the company’s website.
(c) Management Committee
In accordance with Article 23.4of the Articles of Association and
Article 524bis of Belgium’s Companies Code of 7May 1999, the
Board of Directors established a Management Committee on 2March
2004.
The Management Committee meets on average every three weeks
and is responsible for managing the company. It exercises the
managerial powers that the Board of Directors has delegated to
the Management Committee. Depending on the agenda points,
the key persons of the company are invited to the meeting of the
Management Committee.
The Management Committee is composed as follows:
• Mavac BV, always represented by Marleen Vaesen, CEO;
•
Karel Verlinde CommV, always represented by Karel Verlinde, CFO;
• Liesbeth Van de Velde, Head of Design.
–
Marleen f, 1959°
Marleen has a background in economics and supplemented
her training with management courses at prestigious universi-
ties, including Harvard. She has built up a career at Procter &
Gamble, Sara Lee and was CEO at Greenyard for five years.
–
Liesbeth f, 1962°
Liesbeth has a master’s degree in law and has worked at
Van de Velde since 1990. Liesbeth was appointed head of the
design department in 2018.
–
Karel m, 1982°
Karel obtained a master’s degree in economics at the University
of Ghent and the University of Ireland Maynooth. He has built
up a career with IGI Corporation and Brady Corporation. In
2017he was appointed group controller and in 2018CFO of
IVC Group, a division of Mohawk Industries.
The chairman of the Management Committee (CEO) is Mavac BV,
always represented by Marleen Vaesen.
The members of the Management Committee are appointed and
dismissed by the Board of Directors on the basis of the recommenda-
tions of the Nomination and Remuneration Committee. The members
of the Management Committee are appointed for an indefinite period,
unless the Board of Directors decides otherwise. The ending of the
tenure of a member of the Management Committee has no impact
on the agreements between the company and the person involved
in regard to additional duties over and above this tenure.
(d) Daily management
In addition to the Management Committee, Van de Velde’s daily man-
agement is in the hands of Mavac BV, always represented by Marleen
Vaesen, managing director.
(e) Evaluation
At least every three years, the Board of Directors, headed by its
chairman, conducts an evaluation of its size, composition and per-
formance, and the size, composition and performance of its commit-
tees, as well as the interaction with the Management Committee.
The directors give their full cooperation to the Nomination and
Remuneration Committee and any other persons, within or outside
the company, responsible for this evaluation. Based on the findings
of the evaluation, the Nomination and Remuneration Committee
will, where applicable and in consultation with any external experts,
submit to the Board of Directors a report of the strengths and weak-
nesses and any proposal to appoint new directors or refrain from
renewing a directorship.
The Board of Directors evaluates the performance of the committees
at least every three years.
The non-executive directors evaluate their interaction with the
Management Committee annually.
The CEO together with the Nomination and Remuneration Committee
evaluates the functioning and performance of the Management
Committee annually.
| 20 |
Remuneration report
1. Introduction
The remuneration policy of the company applicable to the fiscal year
2021as approved by the General Meeting of 28April 2021is published
on the website of the company.
2. Total remuneration of non-executive directors
In accordance with the applicable policy, in 2021the non-executive
directors received only fixed basic remuneration for their membership of
the Board of Directors and the advisory committees they are a member
of, plus fixed remuneration for their membership of any advisory com-
mittees. The remuneration policy enabled the company to safeguard
the necessary competence and experience on the Board of Directors.
Name, Position
Basic
remuneration
Remuneration as a member of
the Audit and Risk Committee
Remuneration as a member of the
Nomination and Remuneration Committee
Total
remuneration
Herman Van de Velde NV
Chairman
€ 25,000 0 0 € 25,000
YJC BV
Independent director
€ 15,000 € 2,500 € 2,500 € 20,000
Valseba BV
Independent director
€ 15,000 € 2,500 € 2,500 € 20,000
Dirk Goeminne BV
Independent director
(1)
€ 5,000 € 833 0 € 5,833
Fidigo NV
Independent director
(2)
€ 10,000 € 1,666 0 € 11,666
Lucas Laureys
€ 15,000 € 2,500 0 € 17,500
Bénédicte Laureys
€ 15,000 0 0 € 15,000
Veronique Laureys
€ 15,000 0 0 € 15,000
Greet Van de Velde
€ 15,000 0 0 € 15,000
(1) Director and member of the Audit and Risk Committee until 28April 2021.
(2) Appointed as director and member of the Audit and Risk Committee as of 28April 2021(successor of Dirk Goeminne BV).
3. Total remuneration of the members of executive management (including the CEO)
In 2021the executive management was entrusted to the Management Committee, which is chaired by the CEO.
In accordance with the applicable remuneration policy, the following remuneration was awarded to the members of the Management Committee:
1. Fixed remuneration 2. Variable
remuneration
3. Exceptional
items
4. Pension
Cost
(2)
5.
Total
remunera-
tion
6.
Fixed/variable
remuneration
ratio
Name,
Position
Basic
remunera-
tion
Additional
benefits
(1)
One year
variable
Multi-
year
variable
Mavac BV
(CEO), always
represented by
Marleen Vaesen
(independent)
€ 592,000 0 €320,154 0 € 118,400 0 €1,030,554
57% fixed remu-
neration, 43% variable
remuneration
Other mem-
bers of the
Management
Committee
together (exclud-
ing CEO) (3))
€392,279 €7,358 €138,883 0 0 €5,727 €544,247
Between 74% and 76%
fixed remuneration,
between 26% and 24%
variable remuneration
(1) Only applicable to the member of the Management Committee who works on the basis of an employment contract. Fixed reimbursement of expenses also includes meal vouchers,
hospitalization insurance and company car.
(2) Only applicable to the member of the Management Committee who works on the basis of an employment contract.
(3) Includes the remuneration of Karel Verlinde CommV (self-employed) and Liesbeth Van de Velde (employee). If remunerated through an employment contract, the social security charges
paid by the employer are not included. If remunerated through a management agreement, the total cost for the company is included.
| 21 |
4. Note to the various components of the remuneration
of the members of the Management Committee
(including the CEO)
4.1. Variable remuneration
A) Short-term variable remuneration
As stated in the remuneration policy, the targets for short-term variable
remuneration are based partly on objective parameters closely linked
to the results of the Group (collective targets) and partly on individual
targets closely linked to the responsibility of the member in question.
The collective targets represent 80% of the total targets, the individual
targets 20%. Four collective targets were set for 2021: turnover, EBITDA
and two quality-related targets. The Board of Directors, on the proposal of
the Nomination and Remuneration Committee, established the turnover
and EBITDA for 2021and the extent to which the targets were achieved.
On this basis, the corresponding payment level was established. The
corresponding payment level of the collective targets combined is equal
to 144.25% of the collective target bonus.
Performance -
criteria (PC)
Relative
weight
a) Measured performance
b) Corresp. Payment level (*)
Turnover 40% a) Above target
b) 54.50%
EBITDA 40% a) Above target
b) 60.00%
Qualitative targets 20% a) Above target
b) 29.75%
The individual targets were set and evaluated on an individual member
basis.
B) Long-term variable remuneration
Insofar as she was still active at Van de Velde on 31December 2021,
the CEO was entitled to a one-time retention bonus of € 118,400(not
including VAT). The Board of Directors, on the proposal of the Nomination
and Remuneration Committee, has established that the conditions for
the payment of this retention bonus were fulfilled.
4.2. Pension
The members of the executive management who has an employment
contract participates in the company pension plan. This is a defined
contribution pension plan to which the employer contributes 4% of the
employee’s fixed remuneration limited to the amount of the pension
ceiling
(2)
and 5% of the annual salary exceeding the pension ceiling. The
other members of the executive management are not members of any
company pension plan.
(2) For 2021, € 60.026,75
| 22 |
5. Share-related remuneration
The non-executive directors do not receive any remuneration in the form
of shares. This means the company departs from Recommendation
7.6of the Corporate Governance Code 2020. This departure is explained
by the fact that the family directors are, directly or indirectly, long-term
shareholders of the company and, in general, the non-executive direc-
tors are currently deemed to be sufficiently focused on long-term value
creation for the company. The award of the shares to the non-executive
directors is deemed unnecessary for that reason. However, the company
will evaluate this recommendation on a regular basis in regard to any
(mandatory) compliance in the future.
No minimum threshold has been set for shares that must be held by
the members of the executive management. This means the company
departs from Recommendation 7.9of the Corporate Governance Code
2020. This departure is explained by the fact that the interests of the
executive management are currently deemed to be sufficiently oriented
to long-term value creation in the company by means of an existing
long-term incentive programme in the form of an option plan (see table
right). Setting a minimum threshold for shares that must be held by the
members of the executive management is deemed unnecessary for that
reason. However, the company will evaluate this recommendation on
a regular basis in regard to any (mandatory) compliance in the future.
The Board of Directors of 29April 2020approved the 2020option plan.
As a result, the Nomination and Remuneration Committee can award
options on shares of the company to the executive management for
five years. These options are awarded free of charge. The exercise price
of the options is, per share, equal to the lowest amount of (i) the aver-
age of the closing prices of the share on the market over the thirty
calendar days prior to the date of the offer or (ii) the closing price of the
final trading day prior to the date of the offer. The options are valid for
a term of ten years. The company and the option holder may decide by
mutual agreement to reduce the term of validity of the options below
ten years, but it can never be reduced below five years. The options are
not exercisable before the end of the third calendar year following the
year in which the options are offered.
6. Severance pay
During 2021no severance pay was awarded to any director or member
of the executive management.
7. Use of the right of claw-back
During 2021no variable remuneration was clawed back.
8. Departures from the remuneration policy
During 2021there were no departures from the remuneration policy.
9. Ratio of highest to lower remuneration
The highest remuneration is 6.6times that of the lowest remuneration
of a Belgian employee of the Group.
Remuneration in share options
Name,
Position
Most important provisions of the share option plan
Information with regard to the financial year under review
Opening
balance
In the course of the year (*) Closing balance
1.
Identification
of the Plan
2.
Offer date
3.
Acquisition date
4.
End of the
retention
period
5.
Exercise
period
6.
Exercise
price
7.
Options
held at the
beginning of
2021
8.
a) Number of options
offered in 2021
b) Value of underlying
shares on offer date
9.
a) Number of acquired options
b) Value of underlying shares
on acquisition date
c) Value at exercise price
d) Gain on acquisition date
10.
Options held at
the end of 2021
Mavac BV
2015 15/10/2019 14/12/2019
31/12/2022
01/01/2023-
15/10/2029
€ 23.36 5,000
a) NVT
NVT 5.000
b) NVT
2020 09/10/2020 08/12/2020 31/12/2023
01/01/2024-
09/10/2030
€ 22.60 5,000
a) NVT
NVT
5.000
b) NVT
2020 01/10/2021 30/11/2021 31/12/2024
01/01/2025-
01/10/2031
€ 28.75 0
a) 5,000
a) 5,000
5.000
b) € 143,750
b) € 143,750
c) € 143,750
d) € 0
Karel Verlinde
CommV
2015 15/10/2019 14/12/2019
31/12/2022
01/01/2023-
15/10/2029
€ 23.36 5,000
a) NVT
NVT 5.000
b) NVT
2020 09/10/2020 08/12/2020 12/31/2023
01/01/2024-
9/10/2030
€ 22.60 5,000
a) NVT
NVT
5.000
b) NVT
2020 01/10/2021 30/11/2021 31/12/2024
01/01/2025-
01/10/2031
€ 28.75 0
a) 5,000
a) 5,000
5.000
b) € 143,750
b) € 143,750
c) € 143,750
d) € 0
Liesbeth Van
de Velde
2015 15/10/2019 14/12/2019
31/12/2022
01/01/2023-
15/10/2026
€ 23.36 5,000
a) NVT
NVT 5.000
b) NVT
2020 09/10/2020 08/12/2020 31/12/2023
01/01/2024-
09/10/2025
€ 22.60 5,000
a) NVT
NVT
5.000
b) NVT
2020 01/10/2021 30/11/2021 31/12/2024
01/01/2025-
01/10/2026
€ 28.75 0
a) 5,000
a) 5,000
5.000
b) € 143,750
b) € 143,750
c) € 143,750
d) € 0
| 23 |
Remuneration in share options
Name,
Position
Most important provisions of the share option plan
Information with regard to the financial year under review
Opening
balance
In the course of the year (*) Closing balance
1.
Identification
of the Plan
2.
Offer date
3.
Acquisition date
4.
End of the
retention
period
5.
Exercise
period
6.
Exercise
price
7.
Options
held at the
beginning of
2021
8.
a) Number of options
offered in 2021
b) Value of underlying
shares on offer date
9.
a) Number of acquired options
b) Value of underlying shares
on acquisition date
c) Value at exercise price
d) Gain on acquisition date
10.
Options held at
the end of 2021
Mavac BV
2015 15/10/2019 14/12/2019
31/12/2022
01/01/2023-
15/10/2029
€ 23.36 5,000
a) NVT
NVT 5.000
b) NVT
2020 09/10/2020 08/12/2020 31/12/2023
01/01/2024-
09/10/2030
€ 22.60 5,000
a) NVT
NVT
5.000
b) NVT
2020 01/10/2021 30/11/2021 31/12/2024
01/01/2025-
01/10/2031
€ 28.75 0
a) 5,000
a) 5,000
5.000
b) € 143,750
b) € 143,750
c) € 143,750
d) € 0
Karel Verlinde
CommV
2015 15/10/2019 14/12/2019
31/12/2022
01/01/2023-
15/10/2029
€ 23.36 5,000
a) NVT
NVT 5.000
b) NVT
2020 09/10/2020 08/12/2020 12/31/2023
01/01/2024-
9/10/2030
€ 22.60 5,000
a) NVT
NVT
5.000
b) NVT
2020 01/10/2021 30/11/2021 31/12/2024
01/01/2025-
01/10/2031
€ 28.75 0
a) 5,000
a) 5,000
5.000
b) € 143,750
b) € 143,750
c) € 143,750
d) € 0
Liesbeth Van
de Velde
2015 15/10/2019 14/12/2019
31/12/2022
01/01/2023-
15/10/2026
€ 23.36 5,000
a) NVT
NVT 5.000
b) NVT
2020 09/10/2020 08/12/2020 31/12/2023
01/01/2024-
09/10/2025
€ 22.60 5,000
a) NVT
NVT
5.000
b) NVT
2020 01/10/2021 30/11/2021 31/12/2024
01/01/2025-
01/10/2026
€ 28.75 0
a) 5,000
a) 5,000
5.000
b) € 143,750
b) € 143,750
c) € 143,750
d) € 0
| 24 |
10. Annual change
The company interprets article 3:6§3, fifth paragraph New BCC in such
a way that the requirement to provide information on the changes in
the remuneration, the performance of the company and the average
remuneration of the employees over the past five years only applies
as from 2020and so figures from prior to 2020are not required in
the comparison. That is why the company will show that trend in the
remuneration report as from 2020, but not from the years prior to 2020.
The remuneration of the members of the Board of Directors, the CEO
and the members of the Management Committee and the main perfor-
mance criteria evolved as follows in the period 2020-2021:
2020 2021
Chairman of the Board of Directors
€ 0
(1)
€ 25,000
Member of the Board of Directors
€ 15,000
(2)
€ 15,000
Member of the Audit and Risk Committee
€ 2,500
(2)
€ 2,500
Member of the Nomination and
Remuneration Committee
€ 2,500 € 2,500
CEO (fixed remuneration + short-term
variable remuneration)
€ 708,962 € 912,153
Other members of the Management
Committee together (fixed remuneration
+ short-term variable remuneration +
benefits in kind
(3)
€ 651,876 € 544,207
Comparable turnover (€ m)
€ 160.5m € 191.2m
Comparable EBITDA (€ m)
€ 40.1m € 52.3m
(1) Due to the impact of the covid-19pandemic and as a sign of solidarity, the Chairman
exceptionally waived his remuneration as director in 2020.
(2) Due to the impact of the covid-19pandemic and as a sign of solidarity, Lucas Laureys
exceptionally waived his remuneration as director and member of the Audit and Risk
Committee in 2020.
(3) Insofar as the member in question is an employee.
The average remuneration of the employees in Belgium changed as
follow:
2020 2021
Average gross salary of a full-time equivalent
in Belgium
€ 3,053 € 3,134
Major characteristics of internal control and
risk management systems
The Management Committee leads the company within the framework
of careful and effective control, which makes it possible to evaluate
and manage risks. The Management Committee develops and main-
tains appropriate internal controls that offer reasonable assurance on
the attainment of the goals, the reliability of the financial information,
compliance with applicable laws and regulations, and the execution of
internal control processes.
The Board of Directors oversees the proper functioning of the control
systems through the Audit and Risk Committee. The Audit and Risk
Committee evaluates the effectiveness of the internal control and risk
management systems at least once a year. It must ensure that signifi-
cant risks are properly identified, managed and brought to its attention.
In monitoring the financial reporting, the Audit and Risk Committee espe-
cially evaluates the relevance and coherence of the financial statement
standards applied by the company and its Group. This entails an assess-
ment of the accuracy, completeness and consistency of the financial
information. The Audit and Risk Committee discusses significant financial
reporting issues with executive management and the external auditor.
The Board of Directors bears responsibility for analysis, proactive meas-
ures and plans with regard to strategic risks. The Board of Directors
approves the strategy and goals every year. An annual growth plan
for the following two years is presented to the Board of Directors for
approval. The growth plan is monitored systematically during the meet-
ings of the Board of Directors and may be adapted on the basis of
changed prospects.
Operational risks are regularly identified, updated and evaluated. The
financial department is responsible for monitoring and reporting these.
The Management Committee bears the responsibility for analysis, proac-
tive measures and plans with regard to operational risks.
For each process, internal controls should be in place guaranteeing,
where possible, the proper functioning of this process. The effectiveness
of the internal controls that are important for the completeness and
correctness of the reported figures is regularly verified by the financial
department through random sampling and a control report.
Additional information is provided in the company’s Corporate
Governance Charter as published on the website.
With respect to risk management, we also refer to note 30on ‘Business
risks with respect to IFRS 7’.
| 25 |
Shareholding structure on the balance sheet date
The subscribed capital is 1,936,173.73 euro. It is represented by
13,322,480shares (denominator).
Within the framework of Belgium’s Transparency Act of 2 May
2007stakes must be made public in accordance with the thresholds
provided for by the Articles of Association. The thresholds in Van de
Velde’s Articles of Association are:
• 3%;
• 5%;
• multiples of 5%.
Van de Velde Holding NV holds 7,496,250(56.27%) shares. It does so
through the Vesta foundation as well as Hestia Holding NV and Ambo
Holding NV. Vesta foundation and Hestia Holding NV together represent
the interests of the Van de Velde family. Ambo Holding NV represents
the interests of the Laureys family. On 11 March 2021 Lazard Frères
Gestion SAS has crossed the statutory treshold of 3%.
Information about specific safeguards
A majority of Van de Velde NV’s directors are appointed from the candi-
dates nominated by Van de Velde Holding NV, as long as they directly or
indirectly hold no less than 35% of the company’s shares.
Miscellanea
Insider trading
The members of the Board of Directors and some employees that may
possess important information (‘insiders’) have signed the protocol pre-
venting abuse of privileged information. This means that anyone wishing
to trade in Van de Velde shares must first request the permission of the
Compliance Officer.
Insiders are not permitted to trade in securities in the following periods:
(i) The period as from January 1and the moment the annual results
are announced;
(ii) The period of two months immediately prior to the announcement
of the company’s half-year results or the period commencing at the
time of closure of the half year in question and ending at the time
of publication of the half-year results, whichever is shorter.
The Board of Directors can impose a general transaction ban on all insid-
ers in other periods that may be considered to be sensitive.
All other staff at Van de Velde have been notified in writing of the statu-
tory stipulations concerning abuse of insider knowledge.
Transactions between the company and its directors
and members of the Management Committee
The company’s Corporate Governance Charter, which is published on
the company’s website, explains the rules applicable to transactions
and other contractual links between the company, including its affili-
ated companies, and its directors and members of the Management
Committee that are not covered by the conflict of interests scheme.
There were no such transactions or other contractual links during 2021.
Statutory auditor
The General Meeting of 29April 2019of Van de Velde NV appointed EY
Bedrijfsrevisoren BV, Pauline Van Pottelsberghelaan 12, 9051Ghent,
represented by Francis Boelens, as the statutory auditor. This appoint-
ment runs until the Ordinary General Meeting of 2022.
Regular consultations are held with the statutory auditor, who is also
invited to the Audit and Risk Committee for the half-year and annual
reporting. The statutory auditor has no relationship with Van de Velde
that could impact its opinion.
The annual remuneration in 2021for auditing of the statutory financial
statements of Van de Velde NV was 69,615euro (excl. VAT). The total
costs for 2021for the auditing of the annual accounts of all companies
of the Van de Velde Group and the consolidated annual accounts of Van
de Velde NV were 161,635euro (excl. VAT), including the aforementioned
69,915euro.
In accordance with Article 3:65of Belgium’s Companies Code, Van de
Velde announces that no exceptional and special tasks by the statutory
auditor and by other persons with whom the statutory auditor has a
professional relationship were executed in 2021.
Belgian Code on Corporate Governance
Van de Velde NV complies with the majority of the principles laid down
in the Belgian Code on Corporate Governance. During 2021the Code
on Corporate Governance was departed from as follows:
•
In order to ensure continuity of its governance and to facilitate a
smooth and adequate implementation of the provisions of the New
BCC in its governance model at appropriate times, the company has
decided to make use of the special transition rules for the entry into
force of the New BCC and to retain its current “formal” manage-
ment committee (the Management Committee) within the meaning
of Article 524bis of the Companies Code of 7May 1999(the C.C.)
(also after 1January 2020, and until subsequent amendments to
the Articles of Association (which is foreseen on April 27, 2022 in
which it will bring its articles into line with the New BCC). As such,
the Company departs from Recommendation 1.1of the Code on
Corporate Governance.
•
Non-executive directors do not receive any part of their remuner-
ation in the form of shares. As such, the company departs from
Recommendation 7.6of the Code on Corporate Governance. This
departure is explained by the fact that the family directors are, directly
or indirectly, stable shareholders of the company and, more generally,
the views of the non-executive directors are currently considered to
be sufficiently focused on long-term value creation for the company.
The granting of shares to the non-executive directors is therefore
not considered necessary. However, the company will evaluate this
Recommendation on a regular basis for the purpose of any possible
(need for) future compliance.
•
No minimum threshold of shares to be held by the members of
executive management is determined. As such, the company departs
from Recommendation 7.9of the Code on Corporate Governance.
This derogation is explained by the fact that the interests of executive
management are currently considered to be sufficiently focused on
long-term value creation for the company in view of the existing long-
term incentive programme in the form of an option plan. For these
| 26 |
reasons, the determining of a minimum threshold of shares to be held
by the members of executive management is not considered neces-
sary. However, the company will evaluate this Recommendation on
a regular basis for the purpose of any (need for) future compliance.
• The company departs from the recommendation in Article 3.5.2of
the Code on Corporate Governance
(3)
with regard to one independent
director. The company concludes that this director, though no longer
formally independent, acts in the spirit of an independent director.
•
There are no specific agreements or systems that give the company
the right to recover variable paid allowances if they are wrongly
awarded on the basis of data that subsequently proves to be incor-
rect. As such, the company departs from Recommendation 7.12of
the Code on Corporate Governance. This departure is explained by
the fact that the company will, if appropriate, rely on the possibilities
of common law.
Conflict of Interests Scheme
In 2021, there was one conflict of interest under article 7:96of the Code
of Companies and Associations within the Board of Directors or the
Management Committee. This concerned the granting of a one-off reten-
tion bonus to the CEO by the Board of Directors on 24February 2021.
The excerpt from the minutes relating to this decision is presented
below, stating the reason for the conflict of interest, and the nature,
justification and financial impact of the decision.
“Mavac BV, duly represented by Marleen Vaesen, reported in advance
a conflict of interest with regard to the abovementioned agenda item
under article 7:96§1of the Code of Companies and Associations and
will therefore not participate in these deliberations. She pointed out
that this decision related to a matter of a financial nature, namely the
remuneration of Mavac BV as chair of the Management Committee.
In compliance with the relevant legal stipulations, the following is
included in the current minutes of the Board of Directors:
• the nature of the decision
• the financial impact of the decision;
• the grounds justifying the decision.
a) Nature of the decision
The decision concerns the remuneration of Mavac BV as chair and
member of the Management Committee.
b) Financial impact of the decision
The remuneration that is granted to Mavac BV as chair and mem-
ber of the Management Committee, starting 1January 2021, is the
following:
• Annual fixed compensation of € 592,000excl. VAT;
•
Annual variable compensation up to 55% of the fixed compensation;
•
A one-off and exceptional retention bonus of € 118,400excl. VAT
provided Mavac BV still works for Van de Velde on a date set by
mutual agreement.
(3) To be qualified as independant director, you may have held a mandate as a non-
excecutive director for a maximum of 12 years.
c) Grounds justifying the decision
The first two components of the remuneration (annual fixed compen-
sation and variable compensation up to 55% of the fixed compensa-
tion) are part of the remuneration package as agreed upon when the
CEO was appointed.
With regard to the one-off retention bonus, the Board of Directors
is of the opinion that this compensation is competitive and justified,
because (i) the stability of the management of the organization is
critical during the covid-19pandemic and (ii) the CEO is no longer
awarded a long-term bonus.”
Information to shareholders
Share listing
The shares of Van de Velde have been quoted on the Brussels stock
exchange, currently Euronext Brussels, since 1October 1997, under
the abbreviation ‘VAN’ (MNENO). Van de Velde’s shares can be traded
using the ISIN code BE 0003839561.
Euronext Brussels lists Van de Velde on the spot market (continuous
market) of Euronext Brussels in compartment B (market capitalization
between 150million and 1billion euro).
In line with its series of local indexes, Euronext Brussels maintains a
BEL20, BEL Mid and BEL Small index, the components of which are
selected on the basis of liquidity and free float market capitalization.
Van de Velde is listed in the BEL Small index. The weight in this index
was 8.03% at the end of 2021.
Liquidity provider
Van de Velde concluded a liquidity agreement with Bank Degroof in
July 2002.
A liquidity provider guarantees the constant presence of bid and offer
prices at which investors can conduct transactions and sets a perma-
nent maximum spread between purchase and selling price of 5%. This
allows the increase in share velocity and the reduction of the spreads
between bid and offer prices. Major price fluctuations can be avoided
on small traded volumes and the listing on the continuous segment of
Euronext Brussels can be guaranteed.
| 27 |
General Meeting
The General Meeting of Shareholders is held at the seat of the company
(unless another place is mentioned in the convocation) at 5pm on the
last Wednesday of April. If this day is an official holiday the meeting is
held on the next working day.
An Extraordinary General Meeting can be convened whenever the inter-
ests of the company so demand it and must be convened whenever
the shareholders representing one fifth of the capital so demand it.
Authorized capital
The Board of Directors is authorized for a period of five years from the
announcement in the annexes to Belgisch Staatsblad/Moniteur belge
(3January 2020) to raise the subscribed capital one or more times by
a total amount of 1,936,173.73euro, under the conditions stated in the
Articles of Association.
Acquisition of own shares
On 11December 2019the Extraordinary General Meeting of Shareholders
authorized the Board of Directors to buy or sell its own shares. This
authorization is valid for a period of (i) three years as from 3January
2020if the acquisition is necessary to avoid a serious threatened dis-
advantage and (ii) five years as from 11December 2019if the Board
of Directors, in accordance with Article 7:215of Belgium’s Companies
Code, acquires the legally permitted number of its own shares at a
price equal to the price at which they are listed on Euronext Brussels.
The Board of Directors approved a share buyback programme of up
to 15million euro on 25February 2020. The buyback programme was
suspended on 18March 2020due to the uncertainties caused by the
covid-19pandemic. The Board of Directors decided to resume this pro-
gramme on 4September 2020for a term of one year.
In 2021, 116,857of its own shares were acquired by Van de Velde NV
and at the end of 2021Van de Velde NV had 194,040of its own shares
in its possession.
The treasury shares held by Van de Velde NV are held with the inten-
tion, on the one hand, of offering them to the management within the
framework of a stock option programme initiated in 2010, and, on the
other hand, to reduce the company’s excessive cash pile. See note 13to
the consolidated financial statements for more information.
Dividend Policy
Van de Velde’s objective is to pay out a yearly dividend. In doing so, it
takes the following factors into consideration:
•
Appropriate payment to shareholders in comparison with other com-
panies listed on Euronext Brussels;
•
Retention of sufficient self-financing capacity to respond to attractive
investment opportunities;
• Remuneration proportionate to cash flow expectations.
The dividend policy of Van de Velde consists in paying out at least 40%
of the consolidated profit, Group share, excluding the result based on
the equity method. Furthermore, Van de Velde does not retain excess
cash in the organization.
Financial Services
The financial services are provided by Belfius as main payment agent.
Notifications under article 74§ 7of the Act of 1April
2007on public takeover offers.
Van de Velde did not receive any new notifications during 2021.
Proposed profit distribution
The dividend on distributable profit will be allocated to the shares with
rights that are not suspended. In other words, the treasury shares held
for which no profit share is retained are not taken into account to reduce
distributable profit. This concerns 194,040treasury shares purchased
within the framework of the option programme (see above). Reference
is made to Article 7:217of Belgium’s Companies Code.
The number of shares with dividend rights is accordingly reduced by
13,322,480to 13,128,440
(4)
shares.
The application of the pay-out percentage (40% of consolidated profit,
Group share, excluding result based on the equity method) produces a
dividend per share of 0.975euro.
Van de Velde has the policy of not retaining excess cash in the organiza-
tion but distributing it in one way or another to the shareholders. Cash
required for operating and investing activities is evaluated on an annual
basis. For 2021this implies that the Board of Directors will propose to
the General Meeting the payment of a gross dividend for the fiscal year
2021of 2.00euro per share. After the payment of withholding tax, this
represents a net dividend of 1.40euro per share.
After approval by the General Meeting of Shareholders, the final divi
-
dend
(4)
of 2.0296euro per share (net dividend of 1.4207euro per share)
will be paid out as from 5May 2022.
Financial Calendar
Closing of fiscal year 2021 31December 2021
Announcement of annual results 2021 24February 2022
Publication of annual financial report 2021 25March 2022
General Meeting of Shareholders 27April 2022
Ex-coupon date 3May 2022
Record date 4May 2022
Dividend payment date 5May 2022
Publication of 2022half-year results 31August 2022
Closing of fiscal year 2022 31December 2022
(4) Provided that the number of own shares remains unchanged, namely 194,040.
| 29 |
4
|
Consolidated key figures 2021
(1)
(1) As from annual report 2019, the figures are included IFRS16
(1) Turnover on a comparable basis is turnover excluding early deliveries to enable seasons
to be compared. For the reconciliation of the amount we refer to the Activety Report.
(2) EBITDA is earnings before interest, taxes, depreciation and amortization on tangible and
intangible assets.
(3) EBITDA on a comparable basis is EBITDA excluding the impact of early deliveries, to
enable seasons to be compared. For the reconciliation of the amount we refer to the
Activety Report.
(4) EBIT is earnings before interest and taxes.
(5) Result of the Group (Group share) before share in the profit / (loss) of associates (equity
method).
(6) Result of the Group (Group share) after share in the profit / (loss) of associates (equity
method).
(7) Operating cash flow is net cash from operating activities. From fiscal year 2019 we apply
the indirect method instead of the direct method to calculate cash flow.
(1) Financial debts less cash and cash equivalents (a negative position refers to a cash position; a positive position refers to a debt position).
(2) Current assets (excluding cash and cash equivalents) less current liabilities (excluding financial debts).
(3) Fixed assets plus working capital.
(1) Consolidated result after taxes (excluding equity method) / Average of equity at end of fiscal year and previous fiscal year.
(2) Consolidated result after taxes (excluding equity method) / Average of capital employed at end of fiscal year and previous fiscal year.
(3) Equity / Balance sheet total.
(4) Current assets / Current liabilities.
Profit and loss account (in millions of euro) 2021 2020 2019 2018 2017
Operating income
200.3 156.7 200.3 210.2 214.7
Turnover
195.3 152.3 195.5 205.2 209.0
Turnover on a comparable basis
(1)
191.2 160.5 196.7 203.0 205.6
EBITDA
(2)
55.0 34.7 47.6 37.2 55.7
EBITDA on a comparable basis
(3)
52.3 40.1 48.6 35.8 53.5
EBIT
(4)
41.8 19.6 32.9 30.2 48.0
Consolidated results without result of equity method and before taxes
(5)
40.8 19.3 29.5 30.2 47.7
Consolidated results without result of equity method and after taxes
(5)
32.5 16.1 23.1 26.6 34.2
Profit for the period
(6)
32.0 14.7 21.2 25.5 33.9
Operating cash flow
(7)
50.6 30.3 51.8 17.5 35.0
Balance sheet (in millions of euro) 2021 2020 2019 2018 2017
Fixed assets
73.3 80.2 93.0 75.3 69.7
Current assets
133.9 105.1 104.7 92.3 89.1
Shareholders' equity
163.1 144.7 143.8 133.4 121.8
Balance sheet total
207.2 185.3 197.7 167.6 158.8
Net debt position
(1)
-61.3 -33.2 -18.9 -15.2 -21.5
Working capital
(2)
31.7 35.4 36.3 47.9 36.1
Capital employed
(3)
105.0 115.6 129.3 123.2 105.8
Financial ratios (in %, except liquidity) 2021 2020 2019 2018 2017
Return on equity
(1)
21.1 11.1 16.7 20.9 28.7
Return on capital employed
(2)
29.5 14.3 18.3 23.3 32.6
Solvency
(3)
78.7 78.1 72.7 79.6 76.7
Liquidity
(4)
4.1 4.3 3.3 3.2 2.8
| 30 |
Margin analysis and tax rate (in %) 2021 2020 2019 2018 2017
EBITDA
(1)
28.2 22.8 24.4 18.1 26.6
EBITDA on a comparable basis
(2)
27.4 25.0 24.7 17.6 26.0
EBIT
(3)
21.4 12.8 16.8 14.7 23.0
Tax rate
(4)
20.3 16.6 21.7 11.9 28.6
(1) EBITDA on turnover.
(2) EBITDA on a comparable basis on turnover on a comparable basis.
(3) EBIT on turnover.
(4) Income taxes and Consolidated result before taxes (excluding equity method).
Stock market data 2021 2020 2019 2018 2017
Average daily volume in pieces 5,537 5,044 4,968 6,664 9,947
Number of shares at year end 13,322,480 13,322,480 13,322,480 13,322,480 13,322,480
Number of traded shares 1,428,603 1,296,210 1,266,845 1,699,350 2,536,410
Velocity 10.7% 9.7% 9.5% 12.8% 19.0%
Turnover (in thousands of euro) 38,862 29,599 33,550 54,187 129,190
(in euro per share)
Highest price 35.80 30.85 32.65 46.25 66.30
Lowest price 21.65 18.38 22.55 21.65 41.70
Closing price 34.30 22.90 29.90 25.60 44.45
Average price 26.52 22.54 26.47 31.38 50.35
Key figures per share (in euro) 2021 2020 2019 2018 2017
Book value
(1)
12.2 10.9 10.8 10.0 9.1
EBITDA
(2)
4.1 2.6 3.6 2.8 4.2
EBITDA on a comparable basis
(3)
3.9 3.0 3.6 2.7 4.0
Profit for the period
(4)
2.4 1.1 1.6 1.9 2.5
Gross interim dividend
(5)
0.00 1.00 0.00 0.00 0.00
Net interim dividend
(5)
0.00 0.70 0.00 0.00 0.00
Gross dividend
(6)
2.00 1.00 0.00 1.03 1.03
Net dividend
(6)
1.40 0.70 0.00 0.72 0.72
Dividend yield
(7)
4.08% 3.06% 0.00% 2.82% 1.62%
Pay-out percentage
(8)
82% 83% 0% 52% 40%
(1) Shareholders’ equity / Number of shares at year end.
(2) EBITDA / Number of shares at year end.
(3) EBITDA on a comparable basis / Number of shares at year end.
(4) Profit for the period / Number of shares at year end.
(5) Interim dividend, paid in 2020, of 1.00 euro per dividend entitled share is to replace the
2019 dividend that was not paid out. After payment of the withholding tax, a net dividend
of 0.70 euros per share remains.
(6) Gross dividend, as will be proposed by the Board of Directors to the General Meeting of
Shareholders, is 2.00 euro per share. Net dividend is 1.40 euro per share.
(7) Net dividend / Closing price.
(8) Pay-out percentage of the consolidated profit, Group share, excluding result based on
the equity method and excluding impairment.
| 31 |
(1) Shareholders’ equity.
(2) Number of shares on 31 December multiplied by the closing price.
(3) Market capitalization plus net debt position less participations (equity method).
(1) Enterprise value / EBITDA.
(2) Enterprise value / EBITDA on a comparable basis.
(3) Market capitalization / Profit for the period.
(4) Market capitalization / Book value.
Value determination (in millions of euro) 2021 2020 2019 2018 2017
Book value
(1)
163.1 144.7 143.8 133.4 121.8
Market capitalization
(2)
457.0 305.1 398.3 341.1 592.2
Enterprise value (EV)
(3)
381.9 259.4 367.8 313.1 556.4
Multiples 2021 2020 2019 2018 2017
EV/EBITDA
(1)
6.9 7.5 7.7 8.4 10.0
EV/EBITDA on comparable basis
(2)
7.3 6.5 7.6 8.7 10.4
Price/Profit
(3)
14.3 20.7 18.8 13.4 17.5
Price/Book value
(4)
2.8 2.1 2.8 2.6 4.9
Van de Velde and BEL20 stock market price
Stock market price in 2021
0
100
200
300
400
500
600
700
800
900
VDV NV BEL 20
1/10/97 23/02/21
January February March April May June July August September October November December
180
160
140
120
100
80
60
40
20
0
VDV NV BEL 20
| 33 |
Consolidated balance sheet
Consolidated income statement and other comprehensive income
Consolidated statement of changes in equity
Consolidated cash flow statement
Notes to the financial statements
1. General information
2. Summary of significant accounting policies
3. Goodwill
4. Intangible assets
5. Tangible fixed assets
6. Investments in associates
7. Other fixed assets
8. Grants
9. Inventories
10. Trade receivables
11. Other current assets
12. Cash and cash equivalents
13. Share capital
14. Provisions
15. Pensions
16. Other operating income and other expenses
17. Deferred tax assets and liabilities
18. Trade and other payables
19. Other current liabilities and taxes payable
20. Financial instruments
21. Financial result
22. Personnel expenses
23. Income taxes
24. Earnings per share
25. Dividends paid and proposed
26. Commitments and contingent liabilities
27. Related party disclosures
28. Segment information
29. Events after balance sheet date
30. Business risks with respect to IFRS 7
5
|
Consolidated financial statements and related notes
| 34 |
Consolidated balance sheet
000 euro 2021 2020
(1)
(Note)
Assets
Total fixed assets 73,290 80,174
Goodwill 4,617 4,546 3
Intangible assets 20,276 22,409 4
Tangible fixed assets 22,997 24,821 5
Right-of-use assets 10,240 14,710 26
Participations (equity method) 13,744 12,525 6
Deferred tax assets 227 0 17
Other fixed assets 1,189 1,163 7
Total current assets 133,887 105,105
Inventories 43,205 39,350 9
Trade receivables 13,258 10,665 10
Other current assets 3,878 5,312 11
Cash and cash equivalents 73,546 49,778 12
Total assets 207,177 185,279
Equity and liabilities
Shareholder's equity 163,121 144,650
Share capital 1,936 1,936 13
Treasury shares -4,755 -1,932 13
Share premium 743 743 13
Other comprehensive income -3,097 -5,502
Retained earnings 168,294 149,405
Non-controlling interests 0 0
Grants 285 366 8
Total non-current liabilities 11,383 15,997
Provisions 463 156 14
Provisions lease liability 528 662 26
Pensions 1,260 2,249 15
Other non-current liabilities 0 0 16
Lease liability 8,425 12,229 26
Deferred tax liability 707 701 17
Total current liabilities 32,388 24,266
Trade and other payables 25,365 18,429 18
Lease liabilities 3,776 4,342 26
Other current liabilities 1,676 1,170 19
Income tax payable 1,571 325 19
Total equity and liabilities 207,177 185,279
(1) The numbers of 2020 were restated in accordance with IAS8. This restatement has no impact on the income statement, but will be incorporated into the unrealized results. For details of
| 35 |
Consolidated income statement and other comprehensive income
000euro 2021 2020 (Note)
Turnover 195,251 152,337 28
Other operating income 5,093 4,329 16
Cost of materials -35,865 -30,674 9
Other expenses -64,457 -49,969 16
Personnel expenses -45,011 -41,289 22
Depreciation and amortization
(1)
-13,237 -15,174 4, 5, 26
Operating profit 41,774 19,560
Financial income 1,632 2,279 21, 26
Financial expenses -2,625 -2,571 21, 26
Share in result of associates -438 -1,342 6
Profit before taxes 40,343 17,926
Income taxes -8,295 -3,207 23
Profit for the year 32,048 14,719
Other comprehensive income
Currency translation adjustments related to Group entities and non-controlling interests: 1,919 -2,171
- gain and losses related to Group entities 966 -1,073 6
- gain and losses related to associated companies 953 -1,098 6
Share in other comprehensive income to participations (equity method) -463 217 6
Total other comprehensive income (fully recyclable in the income statement) 1,456 -1,954
Remeasurement gains/(losses) on defined benefit plans 1,265 -443 15
Deferred taxes on defined benefit plans -316 89 23
Total other comprehensive income (not recyclable in the income statement) 949 -354
Total of profit for the period and other comprehensive income 34,453 12,411
Profit for the year 32,048 14,719
Attributable to the owners of the company 32,048 14,719
Attributable to non-controlling interests 0 0
Total of profit for the period and other comprehensive income 34,453 12,411
Attributable to the owners of the company 34,453 12,411
Attributable to non-controlling interests 0 0
Basic earnings per share (in euro) 2.43 1.11 24
Diluted earnings per share (in euro) 2.43 1.11 24
Weighted average number of shares 13,169,650 13,288,660 24
Weighted average number of shares for diluted profit per share 13,172,880 13,288,660 24
Interim dividend paid per dividend entitle share (in euro)
(2)
Proposed dividend per share (in euro) 2.00 1.00 25
Total interim dividend (in 000 euro)
(2)
Total proposed dividend (in 000 euro) 26,645 13,323 25
(1) This includes depreciation and write-downs on fixed assets, however the write-downs on current assets are included in other expenses.
(2) Interim dividend, paid in 2020, of 1.00 euro per dividend entitled share is to replace the 2019 dividend that was not paid out.
| 36 |
Consolidated statement of changes in equity
Shareholder’s equity of the company Affiliates
000euro
Change in equity
Share capital
Treasury shares
Share premium
Pension reserve
Cumulated comprehen-
sive income (restated)
Retained earnings
Revaluation reserve of
shares
(1)
Share in revaluation
reserve Top Form
Cumulated comprehen-
sive income
Total equity
Equity at 31/12/2019 1,936 -427 743 -752 2,774 147,891 -6,406 1,262 -72 146,949
Profit for the period 14,719 14,719
Other comprehensive income -354 -2,171 -31 217 -2,339
Purchase of treasury shares -1,505 -1,505
Granted and accepted stock
options
Dividends -13,294 -13,294
Equity at 31/12/2020 1,936 -1,932 743 -1,106 603 149,405 -6,406 1,262 145 144,650
Profit for the period 32,048 32,048
Other comprehensive income 949 1,919 36 -463 2,441
Purchase of treasury shares -2,823 -2,823
Granted and accepted stock
options
Dividends -13,323 -13,323
Equity at 31/12/2021 1,936 -4,755 743 -157 2,522 168,294 -6,406 1,262 -318 163,121
(1) The revaluation reserve of shares relates to a not realized revaluation reserve of Top Form International Ltd shares, when the interest in Top Form International Ltd. was not yet included in
| 37 |
Consolidated cash flow
000euro 2021 2020 (Note)
Operating activities
Profit before tax 40,343 17,926
Depreciation and amortization of (in)tangible and right-of-use assets 13,237 15,174 4, 5, 26
Capital gains and losses on realizations of fixed assets -83 -113
Net valuation allowance current assets -284 -430 9, 10
Provisions -723 -821 14, 18, 26
Result based on the 'equity method' 438 1,342 6
Loss / (gain) on sale of subsidiaries, associates and assets held for sale 223 222
Financial profit and loss 953 995 21
Other non cash-items 1,944 -1,003
Gross cash flow provided by operating activities 56,048 33,292
Decrease / (Increase) in inventories -3,764 -1,786 9
Decrease / (Increase) in trade accounts receivable -2,400 4,645 10
Decrease / (Increase) In other assets -549 5,188 11
(Decrease) / Increase in trade accounts payable 3,032 -1,503 18
(Decrease) / Increase in other liabilities 4,838 -3,723 16, 18
Change in operating working capital 1,157 2,821
Income tax paid -5,630 -4,802
Interests -953 -995 21, 26
Net cash flow provided by operating activities 50,622 30,316
Investment activities
(In)tangible assets - acquisitions -4,694 -2,541 4, 5
Realization of fixed assets 110 193
Investment in other participations -1,167 0 6
Net cash flow used in investing activities -5,751 -2,348
Net cash flow before financing activities 44,871 27,968
Financing activities
Dividends paid -13,322 -13,294 25
Dividends received 0 0 6
Sale of treasury shares for stock options 0 0 13
Purchase of treasury shares -2,823 -1,505 13
Reimbursement of lease liabilities -4,804 -4,716 26
Proceeds / (Reimbursement) of short-term borrowings 0 0
Net cash flow used in financing activities -20,949 -19,515
Net change in cash and cash equivalents 23,922 8,453
Cash and cash equivalents on 1 January 49,778 41,433 12
Effect of exchange rate fluctuations -154 -108
Cash and cash equivalents on 31 December 73,546 49,778 12
Net change in cash and cash equivalents 23,922 8,453
Shareholder’s equity of the company Affiliates
000euro
Change in equity
Share capital
Treasury shares
Share premium
Pension reserve
Cumulated comprehen-
sive income (restated)
Retained earnings
Revaluation reserve of
shares
(1)
Share in revaluation
reserve Top Form
Cumulated comprehen-
sive income
Total equity
Equity at 31/12/2019 1,936 -427 743 -752 2,774 147,891 -6,406 1,262 -72 146,949
Profit for the period 14,719 14,719
Other comprehensive income -354 -2,171 -31 217 -2,339
Purchase of treasury shares -1,505 -1,505
Granted and accepted stock
options
120 120
Dividends -13,294 -13,294
Equity at 31/12/2020 1,936 -1,932 743 -1,106 603 149,405 -6,406 1,262 145 144,650
Profit for the period 32,048 32,048
Other comprehensive income 949 1,919 36 -463 2,441
Purchase of treasury shares -2,823 -2,823
Granted and accepted stock
options
128 128
Dividends -13,323 -13,323
Equity at 31/12/2021 1,936 -4,755 743 -157 2,522 168,294 -6,406 1,262 -318 163,121
| 38 |
Notes to the financial statements
1. General information
The Van de Velde Group designs, develops, manufactures and markets
is a limited liability company , with its shares listed on Euronext Brussels.
The company’s main office is located in Wichelen, Belgium .
The consolidated financial statements were authorized for issue by the
Board of Directors on 23February 2022, subject to approval of the
statutory non-consolidated accounts by the shareholders at the Ordinary
General Meeting to be held on 27April 2022. In compliance with Belgian
law, the consolidated accounts will be presented for informational pur-
poses to the shareholders of Van de Velde NV at the same meeting. The
consolidated financial statements are not subject to amendment, except
confirming changes to reflect decisions, if any, of the shareholders with
respect to the statutory non-consolidated financial statements affecting
the consolidated financial statements.
This annual report is in accordance with article 3:32of Belgium’s
Companies Code. The various components as prescribed by article
3:32are split across the various chapters in this annual report.
2. Summary of significant accounting
policies
The accompanying consolidated financial statements have been pre-
pared in compliance with ‘International Financial Reporting Standards
(IFRS)’, as adopted for use in the European Union as of the balance
sheet date.
The amounts in the financial statements are presented in thousands of
euro unless stated otherwise. The financial statements were prepared
in accordance with the historical cost principle, except for valuation at
fair value of derivative financial instruments.
Use of estimates
The preparation of financial statements in conformity with IFRS requires
that management make certain estimates and assumptions that affect
the amounts reported in the financial statements and accompanying
notes.
Estimates made on each reporting date reflect the conditions that
existed on those dates (e.g. market prices, interest rates and foreign
exchange rates). Although these estimates are based on management’s
best knowledge of current events and actions that the Group may under-
take, actual results may differ from those estimates.
The most important application of estimates relates to:
Impairment of intangible fixed assets with indefinite useful
life (including goodwill)
Intangible fixed assets with indefinite useful life including goodwill are
subject to an annual impairment test. This test requires an estimation
of the value-in-use of these assets. The estimate of the value-in-use
requires an estimate of the expected future cash flows related to these
assets and the choice of an appropriate discount rate to determine
the present value of these cash flows. For the estimate of the future
cash flows, management must make a number of assumptions and
estimates, such as expectations with regard to growth in revenues,
development of profit margin and operating costs, period and amount
of investments, development of working capital, growth percentages for
the long term and the choice of a discount rate that takes into account
the specific risks. More details are given in note 3.
Employee benefits – share-based payments
The Group values the costs of the share option programmes on the basis
of the fair value of the instruments on the grant date. The estimate of the
fair value of the share-based payments requires a valuation depending on
the terms and conditions of the grant. The valuation model also requires
input data, such as the expected life of the option, the volatility and the
dividend yield. The assumptions and the model used to estimate the fair
value for share-based payments are explained in note 22.
Employee benefits – pensions
The costs of the defined pension plans and other long-term employee
benefits and the cash value of the pension liability are determined by
actuarial calculations. To this end, various assumptions are used that
could differ from the actual developments in the future. As a conse-
quence of the complexity of the actuarial calculations and the long-term
character of the liabilities, the employee liabilities are highly sensitive to
changes in the assumptions. The main actuarial assumptions and the
sensitivity analysis are included in note 15.
Change in accounting policies
The accounting policies adopted are consistent with those of the previ-
ous fiscal year except for the following new or revised IFRS standards
and IFRIC interpretations effective as of 1January 2021:
–
Amendments to IFRS 4Insurance Contracts – deferral of IFRS 9,
effective 1January 2021
–
Amendments to IFRS 9Financial Instruments, IFRS 7Financial
Instruments: Disclosures, IAS 39Financial Instruments: Recognition
and measurement, IFRS 4Insurance contracts and IFRS 16Leases –
Interest Rate Benchmark Reform – Phase 2, effective 1January 2021
–
Amendments to IFRS 16Leases – Covid-19related rent concessions
beyond 30June 2021, effective 1April 2021
The above changes did not have any material impact on the annual con-
solidated accounts of the Group, with exception for IFRS 16 Leases. A
rent discount was received in 2021 of 596 thousand euro.
| 39 |
Consolidation principles
Subsidiaries
Van de Velde NV has direct or indirect control over an entity if and only
if it has all the following:
– Power over the investee;
–
Exposure, or rights, to variable returns from its involvement with
the investee; and
– The ability to use its power over the investee to affect the amount
of the investor’s returns.
The financial statements of subsidiaries are included in the consolidated
financial statements of the Group from the date that control commences
until the date that control ceases. They are prepared as of the same
reporting date and using the Group accounting policies. Intragroup bal-
ances, transactions, income and expenses are eliminated in full.
Associated companies
Associated companies are companies in which Van de Velde NV directly
or indirectly has a significant influence. This is assumed to be the case
when the Group holds at least 20% of the voting rights attached to
the shares. The financial statements of these companies are prepared
in accordance with the same accounting policies used for the Group.
The consolidated financial statements contain the share of the Group
in the result of associated companies in accordance with the equity
method from the day that the significant influence is acquired until the
day it ends. If the share of the Group in the losses of the associated
companies is greater than the carrying amount of the participation, the
carrying amount is set at zero and additional losses are recognized only
insofar as the Group has assumed additional obligations.
Participations in associated companies are revalued if there are indica-
tions of possible impairment or of the disappearance of the reasons for
earlier impairments.
The participations valued in the balance sheet in accordance with the
equity method also include the carrying amount of related goodwill.
Foreign currencies
Foreign currency transactions
The reporting currency of the Group is the euro. Foreign currency
transactions are recorded at the exchange rate on the transaction date.
Monetary assets and liabilities denominated in foreign currencies are
converted at the exchange rate on the balance sheet date. Gains and
losses resulting from the settlement of foreign currency transactions
and from the conversion of monetary assets and liabilities denominated
in foreign currencies are recognized in the income statement. Non-
monetary assets and liabilities denominated in foreign currencies are
converted at the foreign exchange rate on the date of the transaction.
Financial statements of foreign activities
Van de Velde’s foreign operations outside the euro zone are considered
to be foreign activities. Accordingly, assets and liabilities are converted to
euro at foreign exchange rates on the balance sheet date. Income state-
ments of foreign entities are converted to euro at the average exchange
rates of that currency over the past 12months. The components of share-
holders’ equity are converted at historical rates. Exchange differences
arising from the conversion of shareholders’ equity to euro at year-end
exchange rates are recorded in ‘Other comprehensive income’. On sale
or disposal of a foreign operation, the deferred cumulative amount recog-
nized in equity relating to that particular foreign operation is recognized
in the income statement.
The Group treats goodwill and intangible assets with an indefinite use-
ful life, arising from business combinations, as a monetary item. As a
result, these assets are converted based on the exchange rate in effect
on the balance sheet date.
Intangible assets
(1) Research and development
The nature of the development costs within the Van de Velde Group,
primarily product and process innovation, is such that they do not meet
the criteria set out in IAS 38for recognition as intangible assets. They are
therefore expensed when incurred. Development costs within the Group
in relation to research and development of software are capitalized under
software. The depreciation begins when the intangible assets are avail-
able for use, and this by a straight-line depreciation over a period of five
years. When the activation starts, the conditions of IAS38 are fulfilled.
(2) Acquired brands
Brands acquired as part of business combinations are deemed to be
intangible assets with an indefinite useful life. These are measured at the
value established as part of the allocation of fair value of the identifiable
assets, obligations and contingent obligations on the acquisition date,
less accumulated impairment losses. These brands are not amortized
but are tested annually for impairment (for more details, see note 3).
The correctness of classification as intangible assets with indefinite
useful life is also evaluated.
(3) Other intangible assets
Other intangible assets (software and online platform) acquired by Van
de Velde are recognized at cost (purchase price plus all directly attribut-
able costs) less accumulated amortization and accumulated impairment
losses. Expenses for the registration of trade names and designs are
recorded as brands with finite useful life to the extent that this relates to
new registrations in the country of registration. Other expenditures on
internally generated goodwill and brands are recognized in the income
statement when incurred. Amortization begins when the intangible asset
is available using the straight-line method. The useful life of intangible
assets with a finite life is generally estimated at three to five years. Other
intangible assets include acquired distribution rights and similar rights,
which are amortized over a period of five years. The rules of IAS 38are
met at the moment of activation of other intangible assets.
| 40 |
(1) In note 5, this is included in plant, machinery and equipment.
Goodwill
(1) Goodwill
Goodwill represents the excess of the cost of an acquisition over the
fair value of the Group’s share of the net identifiable assets of the
acquired subsidiary/associate at the date of acquisition. Goodwill is
tested annually for impairment or more frequently if events or changes
in circumstances indicate that the asset might be impaired. Goodwill
is treated by the Group as an asset of the parent and is considered as
a monetary item. As a result, these assets are converted based on the
rate in force at the balance sheet date. Goodwill is recorded at cost less
accumulated impairment losses.
(2) Negative goodwill
If the Group’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities exceeds the cost of the business
combination, Van de Velde will immediately recognize any positive dif-
ference through profit or loss.
Tangible fixed assets
(1) Initial expenditure
Tangible fixed assets are recognized at cost less accumulated deprecia-
tion and accumulated impairment losses. Cost is determined as being
the purchase price plus other directly attributable acquisition costs, such
as non-refundable tax and transport.
(2) Subsequent expenditure
Subsequent expenditures are capitalized only when it increases the
future economic benefits embodied in the item of property, plant and
equipment. Otherwise, it is recognized in profit or loss when incurred.
(3) Depreciation
The depreciable amount equals the cost of the asset less its residual
value. Depreciation starts from the date the asset is ready for use, using
the straight-line method over the estimated useful life of the asset.
Residual value and useful life are reviewed at least at each fiscal year end.
The depreciation rates used are as follows:
Buildings 15-25years
Production machinery and equipment 2-10years
Electronic office equipment
(1)
3-5years
Furniture
(1)
5-10years
Vehicles 3-5years
Land is not depreciated as it is deemed to have an indefinite life.
Impairment of assets
The carrying amount of Van de Velde’s fixed assets, other than deferred
tax assets, financial assets and other non-current assets are reviewed
on each balance sheet date to determine whether there is any indica-
tion of impairment. If any such indication exists, the asset’s recover-
able amount is estimated. An impairment test is conducted annually
on intangible assets that are not yet available for use, intangible assets
with an indefinite useful life and goodwill, regardless of whether there
is any indication of impairment. An impairment loss is recognized in
profit or loss whenever the carrying amount of an asset exceeds its
recoverable amount.
(1) Calculation of recoverable amount
The realizable value of an asset is the greater of its fair value less cost
to sell and value-in-use. In assessing value-in-use, the estimated future
cash flows are discounted to their present value using a discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset. For an asset that does not generate
largely independent cash inflows, the recoverable amount is determined
for the cash-generating unit to which the asset belongs.
(2) Reversal of impairment
Impairment losses on goodwill and intangible fixed assets with indefi-
nite useful life are not reversed. For any other assets, an impairment
loss is reversed if there has been a change in the estimates used to
determine the recoverable amount. An impairment loss is reversed only
to the extent that the asset’s carrying amount does not exceed the car-
rying amount that would have been determined, net of depreciation or
amortization, if no impairment loss had been recognized.
| 41 |
Investments in associates
In 2021, Van de Velde changed the method of converting the share in the
net asset of Top Form International Ltd. to bring it in line with the require
-
ment of IAS 21 39 a and c. whereby the underlying share in the net asset
of Top Form International Ltd. is converted at the closing rate, and the
conversion differences are included in other comprehensive income.
To keep the figures comparable, this IAS 8 restatement has been made
in the opening balance sheet as of 1 January 2020, as well as in the other
comprehensive income for the 12-month period ended 31 December
2020. This restatement has no impact on the profit and loss account
of this period or for the comparable periods but is recognized in other
comprehensive income.
Participation in associates
(in 000 euro)
01.01.2020
31.12.2020
Book value before adjustment 11,631 10,505
Impact change in calculation of conversion
associated company
3,117 2,025
Book value after adjustment 14,748 12,525
Equity - Other comprehensive income
(in 000 euro)
01.01.2020
31.12.2020
Book value before adjustment -6,312 -7,518
Impact change in calculation of conversion
associated company
3,117 2,025
Bookvalue after adjustment -3,195 -5,493
Inventories
Raw materials, work in progress, merchandise and finished goods are
valued at the lower of cost or net realizable value. Cost of inventories
comprises all purchase costs, conversion costs and other costs incurred
in bringing the inventories to their present location and present condition.
The valuation method for the stocks is the first in first out (FIFO) method.
Purchasing costs include:
– Purchase price, plus
– Import duties and other taxes (if not recoverable), plus
–
Transport, handling and other costs directly attributable to the acquisi-
tion of the goods, less
– Trade discounts, rebates and other similar items.
Conversion costs include:
– Costs directly related to the units of production, plus
–
A systematic allocation of fixed and variable indirect production costs.
The provision for obsolescence is calculated consistently throughout the
Group based on the age and expected future sales of the items at hand.
Trade and other receivables
Trade receivables are recognized at cost less impairment losses. If there
is objective evidence that an impairment loss has been incurred on trade
receivables, the impairment loss recognized is the difference between
the carrying amount and the present value of estimated future cash
flows. All trade receivables are individually assessed for excess impair-
ment according to the ECL model.
(a) Classification and valuation
Under IFRS 9, debt instruments are subsequently valued at fair value
through profit or loss (FVTPL), amortized cost or fair value with recogni-
tion of value adjustments to unrealized results (FVTOCI). The classifica-
tion is based on two criteria: the business model of the Group for the
management of the assets; and whether the contractual cash flows
of the instruments represent ‘principal and interest payments only’ on
the outstanding principal. Trade receivables and other financial assets
are held to collect contractual cash flows and lead to cash flows that
represent only payments of principal and interest. These are classified
and valued as debt instruments at amortized cost as explained in the
‘Revenue from contracts with customers’ section.
The Group has not designated financial obligations as FVTPL. There are
no changes in the classification and valuation of the Group’s financial
liabilities.
(b) Impairment
IFRS 9requires the Group to recognize a provision for expected credit
losses (ECLs) for all debt instruments that are not held at fair value
through profit or loss and contract assets. ECLs are based on the differ-
ence between the contractual cash flow that follows from the contract
and all cash flows that the Group expects to receive, discounted on
the basis of the effective interest rate. For trade receivables, the Group
uses the simplified application for the calculation of the ECLs whereby
an impairment is recognized on the basis of historical credit losses,
adjusted for economic or credit conditions that are such that the actual
losses are greater or less than suggested by historical trends.
Leases
The Group assesses at contract inception whether a contract is, or con
-
tains, a lease. That is, if the contract conveys the right to control the use
of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for
all leases, except for short-term leases (<12months) and leases of
low-value assets (<€ 5,000). The Group recognizes lease liabilities to
make lease payments and right-of-use assets representing the right to
use the underlying assets.
i) Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of
the lease (i.e., the date the underlying asset is available for use). Right-
of-use assets are measured at cost, less any accumulated depreciation
and impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets is valued at the initial value of
the obligation. The cost increases with the lease payments on or before
the start of the lease, decreases with the lease benefits, increases with
the initial direct costs of the lessee and increases with the estimate of
the costs for restoring the asset to its original condition. Right-of-use
assets are depreciated on a straight-line basis over the shorter of the
lease term and the estimated useful lives of the assets, as follows:
• Plant and machinery maximum 10years
• Motor vehicles maximum 5years
If ownership of the leased asset transfers to the Group at the end of
the lease term or the cost reflects the exercise of a purchase option,
depreciation is calculated using the estimated useful life of the asset.
| 42 |
The right-of-use assets are also subject to impairment. Refer to the
accounting policies in section(s) Impairment of non-financial assets.
ii) Lease liabilities
At the commencement date of the lease, the Group recognizes lease
liabilities measured at the present value of lease payments to be made
over the lease term. The lease payments include fixed payments less
any lease incentives receivable, variable lease payments that depend
on an index or a rate, and amounts expected to be paid under residual
value guarantees. The lease payments also include the exercise price of
a purchase option reasonably certain to be exercised by the Group and
payments of penalties for terminating the lease, if the lease term reflects
the Group exercising the option to terminate. Variable lease payments
that do not depend on an index or a rate are recognized as expenses in
the period in which the event that triggers the payment occurs.
To determine the current value of the lease payments, the group will
discount future lease payments at the incremental interest rate on the
start date (i.e. the interest that the lessee would pay if he took out a loan
with the bank for a similar asset over a similar duration). After the com-
mencement date, the amount of lease liabilities is increased to reflect
the accretion of interest and reduced for the lease payments made. In
addition, the carrying amount of lease liabilities is remeasured if there
is a modification, a change in the lease term, a change in the lease pay-
ments (e.g. changes to future payments resulting from a change in an
index or rate used to determine such lease payments) or a change in the
assessment of an option to purchase the underlying asset.
iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its
short-term leases of machinery and equipment (i.e., those leases that
have a lease term of 12months or less from the commencement date
and do not contain a purchase option). The Group also applies the exemp-
tion for leases for which the underlying assets have a low value (value
below € 5,000).
Derivative financial instruments
Hedges
Van de Velde applies derivative financial instruments only in order to
reduce the exposure to foreign currency risk. These financial instru-
ments are entered into in accordance with the aims and principles laid
down by general management, which prohibits the use of such financial
instruments for speculation purposes.
Derivative financial instruments are initially measured at fair value.
Although they provide effective economic hedges, they do not qualify
for hedge accounting under the specific requirements in IAS 39(Financial
Instruments: Recognition and Measurement). As a result, at reporting
date all derivatives are measured at fair value with changes in fair value
recognized immediately in the income statement. The fair value of deriva-
tives is calculated by discounting the expected future cash flows at the
prevailing interest rates. All spot purchases and sales of financial assets
are recognized on the settlement date.
Cash and cash equivalents
Cash and cash equivalents include bank balances, available cash and
short-term deposits. Interest income is recognized based on the effec-
tive interest rate of the asset.
Share capital
(1) Change in capital
When there is an increase or decrease in Van de Velde’s share capital,
all directly attributable costs relating to that event are deducted from
equity and not recognized in profit or loss when incurred.
(2) Dividends
Dividends are recognized as a liability in the period in which they are
approved by the General Meeting.
Provisions
Provisions are recognized when Van de Velde has a present legal or
constructive obligation as a result of past events, and it is probable
that an outflow will be required to settle the obligation and a reliable
estimate of the amount of the obligation can be made. If the effect is
material, provisions are determined by discounting the expected future
cash flows at a rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific to the liability.
Employee benefits
(1) Pension plan
Van de Velde has group insurance plans for its Belgian employees and
group insurance plans for its employees elsewhere. Under IAS 19all
pension plans are recognized as defined contribution plans or defined
pension plans. A defined contribution plan is a pension plan in which a
company pays fixed contributions to a separate company and has no
legal or actual obligation to pay further contributions if the pension fund
has inadequate assets to pay the benefits related to the years of service
in the current or previous periods to all employees. A defined pension
plan is a pension plan that is not a defined contribution plan.
The pension plans in foreign countries are defined contribution plans. The
costs connected with these are recognized through profit and loss when
incurred. Retirement plans in Belgium are defined retirement plans.
| 43 |
A liability was recognized in the balance sheet with regard to the Belgian
pension schemes equal to the sum of the cash value of the gross liabili-
ties on account of defined pension entitlements (including the tax due
on contributions relating to pension costs) as at the balance sheet date,
less the market value of the fund investments. An independent actuary
makes on an annual basis an actuarial calculation of this gross liability
using the projected unit credit method.
The interest expense is calculated by applying a discount rate to the
asset or the liability of the defined pension entitlements. This inter-
est expense is recognized through profit and loss. In establishing an
appropriate discount rate, the company bases itself on the interest rates
applicable to high-grade corporate bonds in cash, which correspond to
the currency in which the liability is expected to be paid in accordance
with the expected duration of the defined pension liability.
Revaluations, including actuarial gains and losses and the return on fund
investments (excluding net interest expense), are recognized in other
comprehensive income when they occur. Revaluations must not be
reclassified to profit and loss in later periods.
Past service pension cost is recognized through profit and loss when the
plan is changed or when the related restructuring or termination benefits
become payable by the company, whichever occurs first.
(2) Share-based payments
The fair value of the share options awarded under the Group’s share
option plan is established on the grant date, with due consideration
for the terms and conditions under which the options are granted and
using a valuation technique corresponding to generally accepted valu-
ation methods for establishing the price of financial instruments and
with due consideration for all relevant factors and assumptions. The
fair value of the share options is recognized as personnel expenses for
the period until the beneficiary acquires the option unconditionally (i.e.
vesting date). This concerns equity settled option plans being incorpo-
rated in the equity.
Income tax
Income tax on the profit or loss for the year comprises current and
deferred tax. Income tax is recognized in the income statement except
insofar as it relates to items included in shareholders’ equity. In that
case, income tax is included in shareholders’ equity.
Current tax is the expected tax payable on the taxable income for the
year, using applicable tax rates on the balance sheet date, and any
adjustments to tax payables with respect to previous years.
For financial reporting purposes, deferred income tax is calculated using
the liability method based on temporary differences at the balance sheet
date between the tax bases of assets and liabilities and their carrying
amounts.
Deferred income tax assets are recognized only insofar as it is probable
that taxable profit will be available against which the deductible tem-
porary differences, the carry-forward of unused tax credits and unused
tax losses can be utilized.
Deferred income tax assets and liabilities are measured at the tax rates
that are expected to apply in the year in which the asset is realized or
the liability is settled, based on tax rates (and tax laws) that have been
implemented or substantively implemented at the balance sheet date.
Deferred tax assets and deferred tax liabilities are offset when a legally
enforceable right exists to set off current tax assets against current tax
liabilities and the deferred taxes relate to the same taxable entity and
the same taxation authority.
Trade and other payables
Trade and other payables are stated at cost, Trade payables are non-
interest bearing and are normally settled on 30-day terms. Other paya-
bles are non-interest bearing and have an average term of six months.
Revenue from contracts with customers
IFRS 15provides a five-step model for the administrative processing
of revenue from contracts with customers. Under IFRS 15, revenue is
recognized in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or services.
(1) Goods sold
The two biggest revenue streams of the Group are revenue from whole-
sale and revenue from retail. Within these revenue streams, it is usually
expected that the sale of the goods represents the only performance
obligation. Furthermore, the revenue is recognized when the control
over the article is transferred to the customer, usually upon delivery
of the goods.
Allowed discounts for cash payments are charged to the profit and loss
account at the moment of the collection of the claim. This discount is
included as a reduction in turnover. Van de Velde has applied the practical
expedient for allowed discounts for cash payments. That is, the promised
amount of consideration is not adjusted for the effects of a significant
financing component if the period between the transfer of the promised
good or service and the payment is one year or less.
Sales of products in the physical and digital stores are recorded when
the sale is settled. The sale is recorded in revenue excluding taxes on
sales and value added taxes and includes discounts and commercial
promotions.
The necessary provisions for returns are recognized and revised every
six months based on historical data.
(2) Gift cards and store credits
The Group’s retail network sells gift cards and issues credits to its cus-
tomers when merchandise is returned. The cards and credits either do
not expire or have an expiry date of up to 24months. In line with IFRS 15,
the Group recognizes sales from gift cards when they are redeemed by
the customer. The unused gift cards and credits are included in the profit
and loss account in accordance with internally determined percentages.
This recognition represents the estimate of the management of which
the probability of use by the customer is estimated to be minimal. This
profit is included in turnover.
Financial income
Financial income comprises dividend income and interest income.
Royalties arising from the use by others of the company’s resources
are recognized when it is probable that the economic benefits associated
| 44 |
with the transaction will flow to the company and the revenue can be
measured reliably. Dividend income is recognized in the income state-
ment on the date that the dividend is. Interest income is recognized
based on the effective interest rate of the asset.
Government grants
A government grant is recognized when there is reasonable assur-
ance that it will be received and that the company will comply with the
attached conditions. Grants that compensate the company for expenses
incurred are recognized as revenue in the income statement on a sys-
tematic basis in the same periods in which the expenses are incurred.
Grants that compensate the company for the cost of an asset are, spread
out over the depreciation period of the asset in question, included in the
income statement under other operating income.
Expenses
(1) Interest expenses
All interest and other costs incurred in connection with borrowings and
finance lease liabilities are recognized in the income statement using
the effective interest rate method.
(2) Research and development, advertising and promotional
costs, and system development costs
Research, advertising and promotional costs are expensed in the year in
which these costs are incurred. Development costs and system develop-
ment costs are expensed in the year in which these costs are incurred
if they do not meet the criteria for capitalization. If the development
expenditure meets the criteria, it will be capitalized.
New and amended standards and interpretations,
effective after year end 2021
The Group has not early-adopted any standards or interpretations issued
but not yet effective as at 31December 2021.
Standards and interpretations issued but not yet effective up to the
date of issuance of the Group’s financial statements are listed below.
Van de Velde expects no material impact on the Group consolidated
financial statements:
–
Amendments to IAS 1Presentation of Financial Statements –
Classification of Liabilities as Current or Non-current, effective
1January 2023
(1)
–
Amendments to IAS 1Presentation of Financial Statements and IFRS
Practice Statement 2: Disclosure of Accounting policies, effective
1January 2023
(1)
– Amendments to IAS 8Accounting policies, Changes in Accounting
Estimates and Errors: Definition of Accounting Estimates, effective
1January 2023
(1)
–
Amendments to IAS 12Income Taxes: Deferred tax related to assets
and liabilities arising from a single transaction, effective 1January
2023
(1)
– Amendments to IAS 16Property, plant and equipment – Proceeds
before intended use, effective 1January 2022
–
Amendments to IAS 37Provisions, contingent liabilities and con-
tingent assets – onerous contracts – cost of fulfilling a contract,
effective 1January 2022
– Amendments to IFRS 3Business combinations – References to the
conceptual framework, effective 1January 2022
–
Amendments to IFRS 17Insurance contracts: Initial Application of
IFRS 17and IFRS 9– Comparative Information, effective 1January
2023
(1)
– IFRS 17Insurance Contracts, effective 1January 2023
– Annual Improvements Cycle - 2018-2020, effective 1January 2022
(1) Not yet approved by the EU as of December 28, 2021. On November 19, 2021, the IASB
published a new draft for discussion regarding the following subject: Amendments to
IAS 1 Presentation of Financial Statements – Classification of short-term or long-term
debt
| 45 |
3. Goodwill and intangible assets with
indefinite useful life
(a) Goodwill
Goodwill is allocated and tested for impairment at the cash-generating
unit level that is expected to benefit from synergies of the combination
the goodwill resulted from.
The carrying value of goodwill (after impairment and other adjustments)
was allocated to each of the cash-generating units (in thousand euro)
as follows:
000euro Andres Sarda Intimacy Rigby & Peller Re-tail
(1)
Total
Carrying value, gross
At 01/01/2021 6,357 26,189 1,749 2,797 37,092
Acquisition throug business combinations 0 0 0 0 0
Exchange differences 0 0 71 0 71
At 31/12/2021 6,357 26,189 1,820 2,797 37,163
Impairment and other adjustments
At 01/01/2021 6,357 26,189 0 0 32,546
Adjustments 0 0 0 0 0
At 31/12/2021 6,357 26,189 0 0 32,546
At 31/12/2021
Accumulated acquisitions 6,357 26,189 1,820 2,797 37,163
Accumulated adjustments 6,357 26,189 0 0 32,546
Goodwill, net 31/12/2021 0 0 1,820 2,797 4,617
(1) Re-tail refers to the former Donker stores and online store in the Netherlands, which subsequently became Lincherie stores under our own management.
(1) Re-tail refers to the former Donker stores and online store in the Netherlands, which subsequently became Lincherie stores under our own management.
(b) Brand names with indefinite useful life
The carrying value of brands with indefinite useful life (after impairment and other adjustments) was allocated to each of the cash-generating units
(in thousand euro) as follows:
000euro Andres Sarda Intimacy Rigby & Peller Re-tail
(1)
Total
Carrying value, gross
At 01/01/2021 11,000 7,784 6,734 0 25,518
Acquisition throug business combinations 0 0 0 0 0
Exchange differences 0 0 280 0 280
At 31/12/2021 11,000 7,784 7,014 0 25,798
Impairment and other adjustments
At 01/01/2021 5,531 7,784 0 0 13,315
Adjustments 0 0 0 0 0
At 31/12/2021 5,531 7,784 0 0 13,315
At 31/12/2021
Accumulated acquisitions 11,000 7,784 7,014 0 25,798
Accumulated adjustments 5,531 7,784 0 0 13,315
Brand names with indefinite useful life, net 31/12/2021 5,469 0 7,014 0 12,483
| 46 |
Brands with indefinite useful life are:
– The Andres Sarda brand acquired in 2008. In 2012 an impairment charge of 5,531 thousand euro was recognized on this brand.
– The Intimacy brand and concept acquired in 2010. This brand and concept is fully written off in 2014 (7,784 thousand euro).
– The Rigby & Peller brand and concept acquired in 2011, the fair value of which was determined as part of a business combination.
– These brands are considered to have an indefinite useful life because the Group sees them as a fully fledged extension of its existing brand
portfolio.
Impairment test
In the fourth quarter of every year, the Group conducts its annual impairment test for each cash-generating unit. The following intangible assets
allocated to each of the cash-generating units were subject to an impairment test in 2021:
000euro Andres Sarda Intimacy Rigby & Peller Re-tail Total
Goodwill 0 0 1,820 2,797 4,617
Brands with indefinite useful life 5,469 0 7,014 0 12,483
Total intangible assets 5,469 0 8,834 2,797 17,100
Result of the impairment test
In 2021the impairment test showed that the realizable value for all cash-
generating units (Andres Sarda, Rigby & Peller and Re-tail) exceeded the
carrying value and hence no impairment was required.
Methodology applied to the impairment test
This test aims to compare the realizable value and the carrying value of
each cash-generating unit:
– A model-based approach determines the realizable value based on
the calculated value-in-use, being the present value of the future
expected cash flows from these cash-generating units:
–
For the first two years in the forecast period (2022-2023), the
growth plan as approved by the Board of Directors is used as
the basis.
– For the subsequent years (2024-2025), a cash flow projection is
drawn up based on realistic assumptions.
– The discount rate used to calculate the present value of the future
expected cash flows is based on the market assessments and is
explained below.
The calculation of the value-in-use for all cash-generating units is most
sensitive to the following assumptions:
– Turnover assumptions for the forecast period;
– EBITDA
(1)
development and EBITDA margins applied to the turnover
forecast;
–
Growth rate used to extrapolate cash flows beyond the forecast
period;
– Discount rate.
(1) Operating profit before depreciation and amortization
The assumptions related to turnover and EBITDA developments are
based on available internal data as well as historical percentages on the
basis of experience, which are determined for each of the cash-gener-
ating units separately. The growth rate and discount rates are checked
against external sources insofar as possible and relevant.
Turnover assumptions for the forecast period
For the three cash-generating units, the growth plan as approved by
the Board of Directors is the starting point for the first two years in the
forecast period (2022-2023).
For Andres Sarda we expect turnover growth during the period
2024-2025.
For the planning period (2022-2025) moderate turnover growth on a
like-for-like basis has been applied to the cash-generating units Rigby
& Peller and Re-tail.
Fully aligned with the segment reporting, the turnover estimates for the
cash-generating units Rigby & Peller and Re-tail include the retail turnover
realized by the stores as well as the wholesale turnover for the Van de
Velde products sold by these retail channels. Futhermore, the estimate
for Rigby & Peller also takes into account the digital sales generated
outside the United Kingdom under the Rigby & Peller brand name.
EBITDA development and EBITDA margins applied to the
turnover forecast
A development towards the target EBITDA margin is assumed for Andres
Sarda. The improved margin for Andres Sarda should mainly be achieved
through turnover growth in the wholesale business and continued pen-
etration of Andres Sarda in Van de Velde’s own stores. The cost develop-
ments will also be monitored very strictly.
| 47 |
A gradual increase in the EBITDA percentage towards the target EBITDA
percentage for a (partially) integrated retail chain is assumed for the
cash-generating units Rigby & Peller and Re-tail. This is achieved by
means of a high gross margin, limited cost increases and the target
market share of Van de Velde products. The contributions to EBITDA of
digital sales under the Rigby & Peller brand in Germany and the United
States of America were also included in the valuation.
Growth rate used to extrapolate cash flows beyond the
forecast period
The long-term percentage applied to extrapolate cash flows beyond the
forecast period is assessed in line with the expected long-term inflation
for all cash-generating units (2%).
Discount rate
The discount rates represent the current market assessment of the
risks specific to the Van de Velde Group on the one hand and the cash-
generating units on the other. The discount rates are estimated on the
basis of the weighted average cost of capital after tax and are for the
three cash-generating units in a range between 7.4% and 8.6%. This
corresponds to a cost of capital before tax of between 9.5% and 10.6%.
Sensitivity to changes in assumptions
With regard to the assessment of the value of the cash-generating unit
Andres Sarda, Rigby & Peller and Re-tail, management is of the opinion,
based on the sensitivity analysis, that a change to the basic assumptions
would not currently lead to the book value of the unit exceeding the
realizable value. The tested sensitivities related to the following aspects:
–
Lower than planned turnover growth (of -4% or -5%) during the
planning period (2022-2025);
– A reduction in the long-term percentage (from 2% to 1%) used to
extrapolate the expected turnover;
– An increase in the weighted average cost of capital of 7% or 8% to
12% on average.
| 48 |
The expenses of brands with a finite useful life relate among other things
to registration costs of developed in-house brands.
000euro Total
Brands with finite
useful life
Brands with
indefinite use-
ful life
Distribution
rights and similar
rights Software Key money
Intangible assets, gross
At 01/01/2020 57,208 4,516 25,518 3,734 23,123 317
Investments 1,622 85 0 0 1,537 0
Disposals 0 0 0 0 0 0
Other adjustments 282 0 0 0 282 0
Exchange adjustments 0 0 0 0 0 0
At 31/12/2020 59,112 4,601 25,518 3,734 24,942 317
Amortization and impairment
At 01/01/2020 33,268 4,465 13,315 3,734 11,522 232
Amortization 3,435 -248 0 0 3,668 15
Impairment 0 0 0 0 0 0
Disposals 0 0 0 0 0 0
Exchange adjustments 0 0 0 0 0 0
At 31/12/2020 36,703 4,217 13,315 3,734 15,190 247
Intangible assets, net 31/12/2020 22,409 384 12,203 0 9,752 70
Intangible assets, gross
At 01/01/2021 59,112 4,601 25,518 3,734 24,942 317
Investments 2,274 142 0 0 2,132 0
Disposals 0 0 0 0 0 0
Other adjustments 0 0 0 0 0 0
Exchange adjustments 280 0 280 0 0 0
At 31/12/2021 61,666 4,743 25,798 3,734 27,074 317
Amortization and impairment
At 01/01/2021 36,703 4,217 13,315 3,734 15,190 247
Amortization 4,687 170 0 0 4,466 51
Impairment 0 0 0 0 0 0
Disposals 0 0 0 0 0 0
Exchange adjustments 0 0 0 0 0 0
At 31/12/2021 41,390 4,387 13,315 3,734 19,656 298
Intangible assets, net 31/12/2021 20,276 356 12,483 0 7,418 19
4. Intangible assets
The investment in software in 2021 concerns the further development
and successful activation of the digital B2C platform and the B2B plat-
form. In addition, there were additional investments in the further expan-
sion of the Customer Data Platform.
| 49 |
Key money relates to stores in Germany, Spain and The Netherlands.
Key money refers to the ‘droit au bail’ or the right to rent the shops in
Germany, the Netherlands and Spain and is recognized at cost.
Expenditure on research activities undertaken to acquire new scientific
or technical knowledge and understanding, is recognized as expense
when incurred.
5. Tangible fixed assets
000euro Total
Land and
buildings
Installations, machinery
and equip-ment
Assets under
construction
Tangible fixed assets, gross
At 01/01/2020 95,771 43,817 51,595 359
Investments 1,093 555 475 63
Transfer -282 69 69 -420
Disposals -3,141 -1,486 -1,655 0
Exchange adjustments -129 -105 -24 0
At 31/12/2020 93,312 42,850 50,460 2
Depreciation and impairment
At 01/01/2020 66,660 25,085 41,575 0
Depreciation 4,846 1,894 2,952 0
Disposals -3,015 -1,470 -1,545 0
Exchange adjustments 0 0 0 0
At 31/12/2020 68,491 25,509 42,982 0
Tangible fixed assets, net 31/12/2020 24,821 17,341 7,478 2
Tangible fixed assets, gross
At 01/01/2021 93,312 42,850 50,460 2
Investments 2,374 755 1,590 29
Transfer 0 0 2 -2
Disposals -2,735 0 -2,735 0
Exchange adjustments 146 0 146 0
At 31/12/2021 93,097 43,605 49,463 29
Depreciation and impairment
At 01/01/2021 68,491 25,509 42,982 0
Depreciation 4,217 1,305 2,912 0
Disposals -2,608 0 -2,608 0
Exchange adjustments 0 0 0 0
At 31/12/2021 70,100 26,814 43,286 0
Tangible fixed assets, net 31/12/2021 22,997 16,791 6,177 29
The investments in tangible fixed assets mainly concern various investments in the improvement and maintenance of buildings and materials. The
investments in machines mostly concerns investments in our distribution centre.
| 50 |
6. Investments in associates
Investments in associates consist of the following Group interests:
–
25.7% in Top Form International Ltd.
Top Form is a company based in Hong Kong with operations in several
Asian countries. The main activity is the production of lingerie for
mainly major European and American fashion brands. The company
is listed on the Hong Kong Stock Exchange. Van de Velde invested in
Top Form in 2007 and has held 25.66% of shares since 2011.
The participation in the associated company Top Form International Ltd.
is € 1.2m higher than at the end of 2020.
Net carrying amount
000euro
Top Form Ltd.
At 01/01/2020 14,748
Results of the fiscal year -1,342
Dividend received 0
Unrealized results 217
Realized results 0
Conversion profit and losses -1,098
At 31/12/2020 12,525
At 01/01/2021 12,525
Results of the fiscal year -438
Capital increase 2021 1,167
Dividend received 0
Share in other comprehensive income (conversion
impact)
-463
Conversion profit and losses 953
At 31/12/2021 13,744
Key figures per participation are as follows:
Key figures
000 euro
Top Form Ltd.
(31/12/2021)
Top Form Ltd.
(31/12/2020)
Tangible fixed assets 19,420 20,879
Other fixed assets 25,593 19,211
Right of use asset 2,574 3,119
Current assets 59,800 61,229
Non current liabilities 6,029 4,841
Current liabilities 41,793 43,611
Lease liabilities 1,441 3,165
Total net assets 58,124 52,820
Unrealized result in equity 11,490 12,035
Turnover 170,714 129,948
Profit/(Loss) attributable to own-
ers of the company
--2,244 -3,840
The figures for Top Form International Ltd. refer to the closing situation
on 31 December 2021 (first half of fiscal year 2021-2022). Turnover and
net result refer to the result over a period of 12 months.
Reconciliation with the net book value:
Reconciliation net book value
Top Form Ltd.
(31/12/2021)
Participation percentage 25.66%
Total equity (in 000 HKD) 471,721
Participation in equity (in 000 HKD) 121,044
Cumulative exchange differences 2,974
Investment in association (book value) (in 000 euro) 13,744
The book value of the 25.66% participation in Top Form was 13,744
thousand euro at 31 December 2021 and the value of this participa-
tion based on the share price on that date was 4,122 thousand euro.
Van de Velde maintains the book value of the participation in Top Form
based on the share in the underlying equity of Top Form rather than on
the share price.
The transformation of Top Form (including major relocations within Asia
and the transition in the customer portfolio) had a substantial negative
impact on the results of Top Form in the fiscal years ending on 30 June
| 51 |
.
2019 and 30 June 2020. This was intensified in the fiscal year ending
on 30 June 2020 by consequences of covid-19, as the majority of Top
Forms customers were forced to close stores worldwide.
These events had an impact on the share price, together with a very low
share trade volume and significant fluctuations in the share price due to
the limited number of transactions. In the past calendar year there were
often several consecutive days without any trading in the share, and a
significant part of the transactions in the past calendar year were linked
to 1 person who increased his stake for 5% to 8.98%.
Top Form moved back into profit in the fiscal year ending 31 December
2021 and the transformation and related investment plans were con-
tinued. Based on all input available when the year was closed, Van de
Velde continues to feel that the share in the underlying equity continues
to reflect the value of the participation in Top Form most accurately. At
the closing of the year, the methodology was updated for identifying
an impairment on Top Form
Impairment test
In parallel with the impairment test on goodwill and brand names with
indefinite useful life, a test was also performed on the value of the
participation in Top Form.ests
Methodology for impairment tests
This test consists in comparing the value according to the equity method
as included in het balance sheet of Van de Velde share (25.66%) in the
underlying recoverable amount of Top Form, whereby the recoverable
amount is determined on the basis of the present value of the future
expected cash flows from the activities of Top Form.
For this test, budget and business plans prepared by Top Forms man-
agement for the years 2022-2025, as also approved by Top Forms board
of directors and audit committee, were used. These budgets include
planned investments and changes in working capital.
In order to check the reliability of the estimated cash flows, the budget
exercise made for the years 2018, 2019 and 2020 was compared with
the actual results. This exercise showed that Top Form is able to estimate
their results in a reliable way. In accordance with the requirements of
IFRS, confirmation was also received that these budgets have been pre-
pared in accordance with the current financial and operational structure
of the group, without taking into account any future reorganisation or
improvements or adjustments of the asset.
The main assumptions used in the calculation, which are also most
sensitive in determining the recoverable amount are:
– A discounting rate of 11% was used for this test.
– Turnover estimates used a growth between 5 to 7%
–
Growth percentage used to extrapolate cash flows beyond the plan-
ning period was set at 2.5%.
The headroom in the base case scenario is 6,045 keur. The abovemen-
tioned sensitivities were subjected to various sensitivity tests. The fol-
lowing changes were made to the calculation models.
–
Turnover estimates used during the period to which the expectations
relate were reduced to 3% and 5%. The headroom amounts in the
case 1,183 keur.
–
Growth percentage used to extrapolate cash flows beyond the plan-
ning period was reduced to 1%. The headroom amounts 3,864 keur
in this case.
–
Discounting rate was increased to 13%. The headroom is 2,628 keur
in this case.
The sensitivity tests described above show that there is sufficient head-
room. As a result, the recoverable amount of Van de Velde’s participation
in Top Form, based on the calculations and tests, is higher than the car-
rying amount included in the closing balance sheet of 2021.
Based on the various valuation models used, there is currently no need
to recognize an impairment on the financial assets as included on the
balance sheet of Van de Velde NV.
The abovementioned test is conducted annually to check for indications
of an impairment on the asset, or more frequently if additional indicators
of impairment should emerge.
| 52 |
7. Other fixed assets
Other fixed assets consist of the following:
000euro 2021 2020
Security depostis for VAT 217 217
Other security deposits 780 765
Other participating interests 75 75
Prepaid rent expenses 0 12
Borrowings 117 94
Other fixed assets, net 1,189 1,163
8. Grants
This grant of 407 thousand euro was received from VLAIO (the Flemish
Agency for Innovation and Entrepreneurship) in tranches in 2020, 2019,
2018 and 2017 in relation to an ongoing research and development project.
The grant is recognized in the income statement pro rata the depreciation
of the underlying asset for which the grant was received. The grant of 41
thousand euro was recognized in the income statement in 2020. In 2021,
81 thousand euro was recognized in the income statement.
9. Inventories
Inventories by major components are as follows:
000euro 2021 2020
Finished and merchandise goods 24,473 21,589
Work in progress 10,728 11,468
Raw materials 13,663 12,001
Inventories, gross 48,864 45,058
Less: Allowance for obsolescence -5,659 -5,708
Inventories, net 43,205 39,350
The allowance for obsolescence in 2021 concerns finished product (2,674
thousand euro) and raw materials (2,985 thousand euro). The allowance
for obsolescence in 2020 concerns finished product (3,497 thousand
euro) and raw materials (2,211 thousand euro).
The allowance for obsolescence and the additional write-downs are
recorded in the income statement under ‘Cost of materials’.
The cost of materials is as follows:
000euro 2021 2020
Purchase of raw materials 39,720 33,078
Change in inventories -3,806 1,761
Change in allowance for obsolescence -49 -643
Cost of materials 35,865 30,674
The evolution in the components of the working capital was explained
in the activity report.
10. Trade and other receivables
Accounts trade receivable are as follows:
000euro 2021 2020
Trade receivables, gross 13,753 11,353
Less: allowance for doubtful debtors -495 -688
Trade receivables, net 13,258 10,665
Trade and other receivables are non-interest bearing. Standard payment
terms are country-defined. In addition to payment terms, Van de Velde
also applies customer-defined credit limits in order to assure proper
follow-up. In the event of overdue invoices, a reminder procedure is
initiated.
In 2021 there was a loss of 193 thousand euro with respect to trade
receivables (166 thousand euro in 2020). This loss is recognized in the
income statement under ‘Turnover’.
Concerning the trade receivables, there are no indications that the debt-
ors will not fulfil their payment obligations. Neither are there any custom-
ers that account for more than 10% of the consolidated turnover. Under
IFRS 9 Van de Velde has an obligation to recognize expected losses on
trade receivables. The application of this IFRS standard was included in
the recognized impairment at an amount equal to 86 thousand euro (86
thousand euro in 2020). The total reduction in the allowance for doubtful
debtors, -193 thousand euro, is recognized in the income statement
under ‘Other expenses’.
| 53 |
The table below summarizes the allowances for doubtful debtors:
000euro 2021 2020
At 1 January -688 -501
Applied losses 193 166
Additions 0 -353
At 31 December -495 -688
The aging analysis of the trade receivables at year end is as follows:
000euro
Total
Not past due
Past due
1 - 60 days
Past due
60-90 days
Past due >
90 days
2021 13,753 10,420 1,954 686 693
2020 11,353 8,117 2,072 325 839
The evolution in the components of the working capital was explained
in the activity report.
11. Other current assets
Other current assets consist of the following:
000euro 2021 2020
Prepaid expenses
(1)
1,786 1,192
Tax receivables (VAT & corporate income tax) 2,092 4,118
FX forward contracts (note 20) 0 2
Other current assets, net 3,878 5,312
(1) The pre-paid expenses mainly concern pre-paid maintenance costs.
The decrease in tax receivables is the result of a decrease in the corporate income tax to
be recovered at the end of 2021 compared to the end of 2020.
12. Cash and cash equivalents
Cash and cash equivalents consist of the following:
000euro 2021 2020
Cash at banks and in hand 68,546 49,778
Marketable securities 5,000 0
Cash and cash equivalents 73,546 49,778
The marketable securities consist entirely of saving accounts at financial
institutions.
Cash and cash equivalents recognized in the cash flow statement com-
prise the same elements as presented above.
13. Share capital
000euro 2021 2020
Nominative shares 7,562,477 7,627,208
Dematerialized shares 5,760,003 5,695,272
Total number of shares 13,322,480 13,322,480
At 31 December 2021 Van de Velde NV’s share capital was 1,936 thou-
sand euro (fully paid), represented by 13,322,480 shares with no nomi-
nal value and all with the same rights insofar as they are not treasury
shares, whose rights have been suspended or cancelled. The Board of
Directors of Van de Velde NV is authorized to raise the subscribed capital
one or more times by a total amount of 1,936 thousand euro under the
conditions stated in the Articles of Association. This authorization is valid
for five years after publication in the annexes to Belgisch Staatsblad/
Moniteur belge (3 January 2020).
The distributions from retained earnings of Van de Velde NV, the parent
company, is limited to a legal reserve, which was built up in previous
years, in accordance with Belgium’s Companies Code, to 10% of the
subscribed capital.
Treasury shares
The Extraordinary General Meeting of Shareholders of 11 December
2019 gave the Board of Directors the power to acquire the company’s
own shares. This power is valid for a period of (i) three years, commenc-
ing on 3 January 2020, if the acquisition is necessary to prevent a serious
imminent disadvantage and (ii) five years, commencing on 11 December
2019, if the Board of Directors acquires the legally permissible number
of treasury shares at a price equal to the price at which they are quoted
on Euronext Brussels, in accordance with article 7:215 of the Code of
Companies and associations.
The Board of Directors approved a share buyback programme of up
to 15 million euro on 25 February 2020. The buyback programme was
suspended on 18 March 2020 due to the uncertainties caused by the
covid-19 pandemic. And last but not least on 28 August 2020, the Board
of Directors decided to restart the programme from 4 September 2020
and with a anticipated term of 1 year.
On 23 February 2022, the Governing Council adopted a programme for
the repurchase of own shares approved for a maximum of €15 m. This
repurchase programme will start on 1 March 2022 and has an expected
duration of one year.
At the end of 2020 Van de Velde NV held 77,183 treasury shares.
In 2021, 116,857 of its own shares were acquired by Van de Velde NV.
During 2021 no options were exercised under the option plan.
At the end of 2021, Van de Velde NV held 194,040 treasury shares
totalling 4,755 thousand euro. The treasury shares held by Van de Velde
NV will, on the one hand, be offered to management under an option
| 54 |
programme that has been running since 2010 and, on the other hand,
be used to reduce the excessive cash pile.
000euro 2021 2020
Share capital 1,936 1,936
Treasury shares -4,755 -1,932
Share premium 743 743
14. Provisions
000euro Provisions
At 01/01/2020 411
Arising during the year 0
Utilized -183
Reversal -72
Provisions 31/12/2020 156
At 01/01/2021 156
Arising during the year 307
Utilized 0
Reversal 0
Provisions 31/12/2021 463
In 2021, a provision of 240 thousand euros was booked for the set-
tlement of the covid-related payment received in The Netherlands. In
addition, the provision already in place for sales agents was increased
by 67 thousand euros.
15. Pensions
Van de Velde has five defined pension plans in Belgium. These plans are
clarified on a cumulative basis, as they are situated in the same geo-
graphical location and have the same attributes and risk characteristics,
i.e. defined retirement plans.
As well as the Belgian pension plans, the company also has pension
plans for its staff in foreign countries. These pension plans are defined
contribution plans. In 2021 the pension provision on the balance sheet
was -24 thousand euro (24 thousand euro in 2020).
The pension plan in Belgium is subject to Belgian legislation and is a
group insurance plan with guaranteed return (Tak 21). Since 2016, an
annual actuarial valuation occurred on 31 December by an independ-
ent actuary.
The pension plan in Belgium is financed. If the fund investments are
lower than the minimum guarantee set by law, the insurer will notify the
employer. The latter can then pay an additional contribution into the plan.
| 55 |
The adjusted actuarial calculation on 31 December 2021 and 31 December 2020 shows the following results:
At
01/01/2020
Pension cost allocated to
realized income
Return
(1)
Gain/(loss) as a consequence
of changes to calculation
method allocated to other
comprehensive income
(2)
Employer contribution
Benefits paid
At
31/12/2020
Defined pension entitlement liability -10,580 -890 -102 -1,440 0 705 -12,307
Market value of the fund investments 8,994 0 90 997 706 -705 10,082
Net liability in the balance sheet -1,586 -890 -12 -443 706 0 -2,225
At
01/01/2021
Pension cost allocated to
realized income
Return
(1)
Gain/(loss) as a consequence of
changes to calculation method
allocated to other comprehen-
sive income
(2)
Employer contribution
Benefits paid
At
31/12/2021
Defined pension entitlement liability -12,307 -976 -55 2,037 -26 245 -11,082
Market value of the fund investments 10,082 0 47 -772 734 -245 9,846
Net liability in the balance sheet -2,225 -976 -8 1,265 708 0 -1,236
(1) The ‘Return’ column includes the interest cost to the defined pension rights and the expected return on the asset.
(2) For the 2021 financial year, 185 thousand euro of the change in calculation method allocated to other comprehensive income consists of experience adjustments, 951 thousand euro
financial adjustments and 901 thousand euro demographic adjustments. For the 2020 financial year, the change in calculation method allocated to other comprehensive income consists of
49 thousand euro experience adjustments and -1,889 thousand euro financial adjustments.
| 56 |
The expected duration of the non-discounted pension payments is bro-
ken down in the table below:
Expected benefits
Within 12 months (fiscal year
ending 31 December 2021)
99
Between 2 and 5 years 790
Between 5 and 10 years 2,040
Total expected benefits 2,929
The cash value of pension liabilities depends on a number of factors that
are determined actuarially on the basis of a number of assumptions.
The assumptions that are used when calculating the net pension costs
(income) include the discount rate. Changes in the assumptions impact
the carrying value of the pension liabilities.
Van de Velde determines the appropriate discount rate at the end of
each year. This is the interest rate that must be applied to determine
the cash value of the estimated future cash flows required to meet the
pension liabilities. When determining the appropriate discount rate, Van
de Velde uses the interest rate of high-value corporate bonds expressed
in the currency in which the pensions will be paid out and with a dura-
tion com-parable to the duration of the corresponding pension liabilities.
Other important assumptions for pension liabilities, such as the expected
annual growth rate of salaries and expected withdrawals, are based
partly on current market conditions and partly on proprietary parameters.
The investments primarily relate to qualifying insurance policies (99.9%
of all investments). The expected contribution by the employer for the
year ending 31 December 2021 is 708 thousand euro.
The main actuarial assumptions used in the valuation of the pension
plans are shown in the table below:
2021 2020
Annual pay rises (excluding inflation) 1.93%
age 20-24: 6.60%
age 25-29: 5.10%
age 30-34: 2.60%
age 35-39: 2.10%
age 40-44: 3.10%
from age 45: 1.60%
Annual inflation 1.90% 1.90%
Annual discount rate 1.00% 0.45%
Pension age in years 65 65
Total number of members 985 991
Average age in years 44.4 43.98
Estimated duration in years 17.79 17.73
The table below shows the effect of the discount rate on the defined pension entitlement liability:
Valuation trend -0,5% Original Valuation trend -0,5%
Discount rate 0.50% 1.00% 1.50%
Defined pension entitlement liability 12,040 11,082 10,217
Market value of the investment funds 10,663 9,846 9,104
The table below shows the effect of the withdrawals from the plan on the defined pension entitlement liability:
Original Sensitivity
Withdrawals from the plan Employer table 0.00%
Defined pension entitlement 11,082 12,886
The sensitivity analysis in the above tables is determined on the basis of a method that shows the impact on the liability due to the defined pension
entitlements as a consequence of reasonable changes to significant assumptions occurring at the end of the period. This analysis is based on a
change to a significant assumption that keeps all other assumptions constant. The sensitivity analysis may not be representative of actual changes
in the defined pension entitlement liability because it is unlikely that changes to the assumptions could occur in isolation.
| 57 |
16. Other operating income and other
expenses
Other operating income and other expenses consists of the following:
000euro 2021 2020
Income from passed on costs 3,227 1,998
Income from recovered costs 1,286 1,823
Other income 580 508
Total other operating income 5,093 4,329
Subcontracting costs 20,504 14,414
Distribution costs 9,662 6,105
Sales and marketing costs 19,525 16,284
General administration costs 14,765 13,166
Total other expenses 64,456 49,969
The other operating income consisting mainly of charged export duties
and transport costs and the recovered costs include primarily recovered
personnel costs. The increase of revenue from charged costs is a result
of a higher turnover.
The increase in expenses (subcontracting, distribution, sales, and mar-
keting) are mainly the result of higher sales volumes and marketing
efforts.
17. Deferred taxes assets and liabilities
The deferred taxes, valued at the theoretical tax rate of 25%, consist of the following:
000euro
Deferred tax liabilities on
fixed assets
Deferred tax assets on assets/
liabilities
Deferred tax assets on transfer-
rable losses
Total
At 01/01/2020 1,820 -1,355 0 465
Changes 462 1 -227 236
At 31/12/2020 2,282 -1,354 -227 701
At 01/01/2021 2,282 -1,354 -227 701
Changes -324 103 0 -221
At 31/12/2021 1,958 -1,251 -227 480
The net deferred tax liability of 480 thousand euro mainly concerns
the following:
- With regard to the deferred tax liability on fixed assets, the depreci-
ation amount of a tangible fixed asset must be spread over its life in
a systematic way. In the statutory financial statements we use the
double declining depreciation method on assets purchased until 31
December 2019, which is restated in the consolidation. The deferred
tax on this at the end of 2021 was 1,958 thousand euro.
- The deferred taxes of 951 thousand euro were recorded on a revalua-
tion of stock. Deferred taxes of 253 thousand euro are also recognized
under IAS 19 with regard to the pension liability at Van de Velde.
Finally the deferred tax assets of 47 thousand euro concern the
settlement of the partnership agreement with Private Shop.
- The deferred tax asset of 227 thousand euro on transferrable losses
concern our German retail division. For our division in the United
States, Intimacy Management Company LLC, it was decided not to
provide for a deferred tax asset as there is no certainty that we will
be able to use this in the future against future profits. The current
estimated unrecognized latency is 1,650 keur.
- The decrease of -221 keur was recognized in the profit and loss
account for -537 keur and 316 keur was recognized in equity (see
note 23).
| 58 |
18. Trade and other payables
Trade and other payables consist of the following:
000euro 2021 2020
Trade payables 11,228 8,196
Payroll, social charges 4,785 4,514
Gift cards and credits issued 293 342
Accrued charges
(1)
8,384 4,746
Deferred income 675 517
Fx forward contracts (note 20) 0 114
Trade and other payables 25,365 18,429
(1) In addition to the accrued bonuses to employees and directors as well as discounts to
customers, accrued charges also includes the cost of external employees.
The evolution in the components of the working capital was explained
in the activity report.
19. Other current liabilities and taxes
payable
000euro 2021 2020
Other current liabilities: taxes (VAT payable, local taxes,
withholding taxes)
1,676 1,170
Taxes payable: corporate income taxes 1,571 325
The increase in 2021 is due to the growth in turnover, which results in a
higher taxable base and therefore also a higher actual tax rate (explana-
tory note 23) than in 2020. This growth in turnover also leads to an
increase in the outstanding VAT debt at the end of 2021.
Derivatives that do not qualify for hedge accounting
The company applied FX forward contracts to manage transaction risks.
No FX forward contracts were concluded for 2021. As these contracts
do not meet the hedging criteria of IAS 39, they are valued at fair value
and recognized as trading contracts through profit or loss.
On 31 December 2021 the fair value of these FX forward contracts
was zero as no contracts were entered into. On 31 December 2020
the fair value of these FX forward contracts was -112 thousand euro,
comprising an unrealized income of 2 thousand euro and an unrealized
loss of 114 thousand euro.
In summary, the various fair values are shown in the following table:
000euro 2021 2020
Derivatives that do not qualify for hedge accounting:
Other current assets 0 2
Other current liabilities 0 -114
Real value 0 -112
The valuation technique used to determine the fair value is level 2-com-
pliant, with the various levels and related valuation techniques defined
as follows:
–
Level 1: quoted (and not adjusted) prices on active markets for identi-
cal assets and liabilities;
–
Level 2: other techniques, in which all inputs that have a major impact
on the recognized fair value are observable (directly or indirectly);
–
Level 3: techniques, using inputs with a major impact on the fair value
and for which no observable market data is available.
20. Financial instruments
The fair value of the financial assets and liabilities (including cash, trade
receivables and trade liabilities) is essentially equal to the book value,
with the exception of the derivatives, which are valued at fair value.
The Group applies derivative financial instruments to limit the risks of
unfavourable exchange rate fluctuations originating from operations
and investments.
21. Financial result
The financial result breaks down as follows:
000euro 2021 2020
Interest income 11 17
Interest costs -105 -51
Interest result, net -94 -34
Exchange gains 1,621 2,217
Exchange losses -1,655 -1,498
Exchange gains due to IFRS16 0 45
Exchange losses due to IFRS16 -5 -61
Exchange result, net -39 703
Income from investments (dividends) 0 0
Other financial income 0 0
Other financial costs -406 -250
Other financial costs due to IFRS 16 -454 -711
Financial result -993 -292
| 59 |
22. Personnel expenses
Personnel expenses are as follows:
000euro 2021 2020
Wages 8,617 7,438
Salaries 28,088 25,746
Social security contributions 7,838 7,438
Other personnel expenses 468 667
Personnel expenses 45,011 41,289
Workforce at balance sheet date 2021 2020
White collars 555 560
Blue collars 952 941
Total 1,507 1,501
Share-based payments
The fair value of the options on the grant date is recognized for the period
until the beneficiary acquires the option unconditionally in accordance
with the gradual acquisition method.
The impact of IFRS 2 on the result of the year 2021 was 128 thousand
euro versus 120 thousand euro in 2020.
The option plans were valued using the Black-Scholes-Merton model
for call options. The following assumptions were used to determine the
weighted average fair value at grant date:
PLAN 2015
PLAN 2015
PLAN 2015
PLAN 2015
PLAN 2020
PLAN 2020
Award date
(1)
29.09.16
03.10.17
n/a 15.10.19
09.10.20
01.10.21
Dividend
right as of the
grant date
no no n/a no no no
Contractual
term of the
options
5-10 5-10 n/a 7-10 5-10 5-10
Exercise price 63.02 45.13 n/a 23.36 22.6 28.75
Expected
volatility
35.00% 35.00% n/a 35.00% 35.00% 35.00%
Risk-free
interest rate
-0.269% -0.143% n/a -0.234% -0.580% -0.322%
-0.242% -0.398% n/a -0.415% -0.785% -0.580%
Fair value of
the share in
options (in
euro)
16.40 11.23 n/a 7.67 5.32 8.25
(1) The exchange of property will take place on the 60th day after the award date and is
called the grant date.
The share option plan has changed as follows:
Number of shares and options
Option plan
2010- 2020
Outstanding at 01/01/2020 62,000
Exercisable at 01/01/2020 11,000
Movements during the year
Accepted 30,000
Forfeited 0
Exercised 0
Expired 0
Outstanding at 31/12/2020 92,000
Exercisable at 31/12/2020 22,000
Movements during the year
Accepted 35,000
Forfeited 0
Exercised 0
Expired 6,000
Outstanding at 31/12/2021 121,000
Exercisable at 31/12/2021 36,000
23. Income taxes
The major components of income tax expense for the years ending
31 December 2021 and 2020 are:
000euro 2021 2020
Current income tax 8,832 2,882
Current income tax charge 8,247 2,864
Adjustments in respect of current income tax of previ-
ous years
585 18
Deferred income tax -537 325
Relating to the origination and reversal of temporary
differences
-537 325
Income tax expense reported in the consolidated
income statement
8,295 3,207
Taxes reported in the other comprehensive income 316 -89
| 60 |
The reconciliation of income tax expense applicable to income before
taxes at the statutory income tax rate and income tax expense at the
Group’s effective income tax rate for each of the past two years ending
31 December is as follows:
000euro 2021 2020
Profit before taxes
(1)
40,781 19,268
Parent's statutory tax rate of 25% 10,195 4,817
Higher income tax rates in other countries 0 0
Lower income tax rates in other countries -219 -745
Utilization tax losses and unrecognized losses 0 -88
Disallowed expenses 215 177
Tax credits -1,896 -954
Total income taxes 8,295 3,207
Effective income tax rate 20.34% 16.64%
(1) Profit before taxes excluding the share in the result of associates and impairment
charges.
The effective tax rate in 2021 is 20.34% compared to 16.64% in 2020
as a result of a higher taxable basis.
24. Earnings per share
Basic earnings per share are calculated by dividing the net income for
the year attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year, excluding the
shares purchased by the Group and held as treasury shares (note 13).
Diluted earnings per share are calculated by dividing the net income for
the year attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year, both adjusted
for the effects of dilutive potential ordinary shares (stock options).
2021 2020
Profit attributable to shareholders (in 000 euro) 32,048 14,719
Weighted average number of ordinary shares 13,169,650 13,288,660
Dilutive effect of stock options 3,230 0
Weighted average number of shares after impact
of dilution
13,172,880 13,288,660
Basic earnings per share (euro) 2.43 1.11
Diluted earnings per share (euro) 2.43 1.11
In 2021 only the options awarded over the period 2019 and 2020 had a
dilutive effect. In 2020 no options awarded over the period 2014-2020
had a dilutive effect.
25. Dividends paid and proposed
000euro 2021 2020
Dividend paid 13,323 13,294
Dividend paid
- in 2021:
1.00 euro per share for fiscal year 2020.
- in 2020:
1.00 euro per dividend entitled share as interim divi-
dend for fiscal year 2020.
Dividend proposed 26,645 13,323
Dividend proposed:
- 2.00 euro per share for fiscal year 2021.
- No dividend rights are attached to treasury shares.
26. Commitments and contingent liabilities
The Group has lease contracts for various assets such as vehicles and
buildings used in its activities. The Group depreciates these assets on a
straight-line basis over the shorter of the following periods: lease term
in the contract or estimated useful life of the assets, with a maximum
of 5 years for cars and a maximum of 10 years for buildings.
There are several lease contracts that include extension and termina-
tion options and variable lease payments. The contracts with variable
lease payments are revenue-based. One variable lease payment of 154
thousand euro was applicable in 2021. We estimate the future outflow
for this contract at 697 thousand euros, spread over a period of four
years. The other contracts with variable lease payments are currently
expected to generate no additional outflow. There are currently no known
future obligations under the extension and termination options that are
not included in the current liabilities on the balance sheet.
The Group also has certain leases of assets with short lease terms and
leases of assets with low value. The Group applies the ‘short-term lease’
and ‘lease of low-value assets’ recognition exemptions for these leases.
Contracts that do not relate to an identifiable asset also fall outside the
scope as well as the variable rental obligations according to turnover.
| 61 |
Set out below are the carrying amounts of right-of-use assets recognized and the movements during the period:
000euro Total
Right-of-use on rental agreements for
buildings
Right-of-use on rental agree-
ments for passenger vehicles
Right-of-use assets, gross
At 01/01/2020 28,388 25,664 2,724
Additions 1,755 970 785
Remeasurement -1,727 -1,727 0
Other adjustments 0 0 0
Disposal -2,011 -1,899 -112
Exchange rate effects -1,259 -1,257 -2
At 31/12/2020 25,146 21,751 3,395
Depreciation and impairment
At 01/01/2020 5,828 5,269 559
Depreciations recorded 5,400 4,522 878
Impairment 1,476 1,476 0
Other adjustments 15 15 0
Disposal -2,002 -1,890 -112
Exchange rate effects -281 -280 -1
At 31/12/2020 10,436 9,112 1,324
Right-of-use assets, net at 31/12/2020 14,710 12,639 2,071
Right-of-use assets, gross
At 01/01/2021 25,146 21,751 3,395
Additions 1,763 658 1,105
Remeasurement -1,599 -1,659 60
Other adjustments 0 0 0
Disposal -4,202 -3,655 -547
Exchange rate effects 982 980 2
At 31/12/2021 22,090 18,075 4,015
Depreciation and impairment
At 01/01/2021 10,436 9,112 1,324
Depreciations recorded 4,333 3,300 1,033
Impairment 0 0 0
Other adjustments 0 0 0
Disposal -3,401 -2,876 -525
Exchange rate effects 482 483 -1
At 31/12/2021 11,850 10,019 1,831
Right-of-use assets, net at 31/12/2021 10,240 8,056 2,184
| 62 |
The investments in 2021 concern a new showroom location in both
Denmark and Finland, and a contract renewal for a shop in both the
United Kingdom and The Netherlands. The revaluations are due to the
impact of the rental contracts that were negotiated and the adjustment
of the presumed term of the rental contract compared to 2020. In 2021
this primarily relates to the closure of the store in the United States. Six
unprofitable stores were closed in our own retail network in 2021. Two
stores were closed in both Germany and the United States, with one
closing in both The Netherlands and the United Kingdom.
The provision for lease liabilities relates to a provision for costs necessary
to restore the leased assets to their original condition upon termination
of the contract.
The table below summarizes the maturity profile of the undiscounted
Group’s financial liabilities:
000euro 3 to 12 months 1 to 5 years More than 5 years Total
2021 4,014 8,100 784 12,898
2020 5,381 11,057 1,842 18,280
Set out below are the carrying amounts of long- and short-term lease liabilities and the movements during the period:
000euro 2021 2020
At 01/01 16,571 22,553
Additions 1,862 1,788
Other changes (revaluations and exchange rate effect) -1,360 -2,943
Payments -4,872 -4,827
At 31/12 12,201 16,571
Current 3,776 4,342
Non-current 8,425 12,229
The following are the amounts of IFRS16 in profit and loss:
000euro 2021 2020
Depreciation expense of right-of-use assets 4,333 -5,400
Impairment lease liabilities 0 -1,476
Movement ARO obligations -190 -139
Interest expense on lease liabilities -454 -711
Exchange rate differences on lease obligations -5 -16
Expense relating to short-term leases (included in 'other expenses') 8 3
Expense relating to leases of low-value assets (included in 'other expenses') 14 20
Rent costs related to termination fees minus realized rent reductions (included in 'other expenses') 4 52
Variable rental cost based on turnover 154 0
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27. Related party disclosures
Full consolidation
The consolidated financial statements include the financial statements of Van de Velde NV and the subsidiaries listed in the following table.
Name Adress (%) Equity interest 2021 Change on previous year
VAT BE 0448.746.744
Parent company
VAN DE VELDE GMBH & Co KG Blumenstraße 24
40212DUSSELDORF, Germany
100 0
VAN DE VELDE
VERWALTUNGS GMBH
Blumenstraße 24
40212DUSSELDORF, Germany
100 0
VAN DE VELDE TERMELO
ES KERESKEDELMI KFT
Selyem U.4
7100SZEKSZARD, Hungary
100 0
VAN DE VELDE UK LTD Cannon Place, 78Cannon Street,
EC4N 6AF LONDON,
United Kingdom
100 0
MARIE JO GMBH Blumenstraße 24
40212DUSSELDORF, Germany
100 0
VAN DE VELDE IBERICA SL Calle Santa Eulalia, 5
08012BARCELONA, Spain
100 0
VAN DE VELDE CONFECTION SARL Route De Sousse BP 25
4020KONDAR, Tunisia
100 0
VAN DE VELDE FINLAND OY 1B25A, Fashion Center, Härkähaankuja 14
01730Vantaa, Finland
100 0
VAN DE VELDE NORTH AMERICA INC 1252Madison Avenue
NY 10128, NEW YORK,
United States of America
100 0
VAN DE VELDE DENMARK APS Lejrvejen 8
6330PADBORG, Denmark
100 0
VAN DE VELDE RETAIL INC 1252Madison Avenue
NY 10128, NEW YORK,
United States of America
100 0
INTIMACY MANAGEMENT
COMPANY LLC
1252Madison Avenue
NY 10128, NEW YORK,
United States of America
100 0
RIGBY & PELLER LTD First Floor 22Conduit Street
W1S 2XR, LONDON
United Kingdom
100 0
VAN DE VELDE NEDERLAND BV Beethovenstraat 28
1077JH AMSTERDAM, The Netherlands
100 0
VAN DE VELDE HONG KONG LTD
(1)
21/F Edinburgh Tower, The Landmark
15Queen’s Road, Central, Hong Kong
0 100
(1) The liquidation of Van de Velde Hong Kong Ltd. was completed on 19 February 2021.
Sales of goods and services are at arm’s length between Group companies.
| 64 |
Companies to which the equity method is applied
The equity method is applied to the following companies:
Name Adress (%) Equity interest 2021 Change on previous year
TOP FORM INTERNATIONAL LTD 7/F., Port 33, 33Tseuk Luk Street,
San Po Kong, Kowloon, Hongkong
25.7 0
000euro 2021 2020
Basic remuneration 985 1,162
Variable remuneration 459 186
Group insurance premiums 6 6
Other benefits 7 7
Exceptional remuneration 118 0
Total 1,575 1,361
In addition to these cash benefits, share-based benefits were granted to
the members of the management committee through the share option
plan. In 2021 the members of the management committee had the
opportunity to participate in a share option plan by which they were
granted 5,000 options (same in 2020). No calculated costs are linked
to the options accepted by the members of the management commit-
tee in 2021.
Top Form International Ltd. (“TFI”)
In 2021 transactions between the Group and TFI totalled 6,925 thou-
sand US dollar. On 31 December 2021 the Group had trade payables
to TFI in the amount of 346 thousand US dollar. In 2020 transactions
between the Group and TFI totalled 9,036 thousand US dollar. On 31
December 2020 the Group had trade payables to TFI in the amount of
24 thousand US dollar.
Relationships with shareholders
43.73% of the shares of Van de Velde NV are held by the general public.
These shares are traded on Euronext Brussels. Van de Velde Holding NV .
which groups the interests of the Laureys and Van de Velde families,
holds the remainder of the shares.
Relationship with key management personnel
See the remuneration report in chapter 3.
Director Remuneration
For his chairmanship of the Nomination and Remuneration Committee,
the Audit and Risk Committee and the Strategic Committee, the chair-
man of the Board of Directors (Herman Van de Velde NV) received annual
gross remuneration of 25,000 euro. The other non-executive members
(excluding the managing director) receive annual remuneration of 15,000
euro for their membership of the Board of Directors. All members of the
Board of Directors (excluding the managing director) receive 2,500 euro
for their membership of the Nomination and Remuneration Committee
and the Audit and Risk Committee respectively. The total remuneration
for the directors (excluding the managing director) was 145.0 thousand
euro in 2021 and 103.3 thousand euro in 2020. The directors have not
received any loan or advance from the Group.
Management Committee Remuneration
For the year ended 31 December 2021, a total amount of 1,575 thousand
euro (1,361 thousand euro in 2020) was awarded to the members of
the Management Committee, including the managing director. See the
remuneration report in chapter 3 for more details.
These total amounts include the following components:
– Basic remuneration: base salary earned in their position during the
year under review;
–
Variable remuneration: bonus acquired in the year under review. There
are various pay-out forms, including cash, deferred payment or a
complementary pension plan;
–
Group insurance premiums: insurance premium (invalidity, death,
pension plan) paid by the Group;
– Other benefits are the private use of a company car and hospitaliza-
tion insurance.
– Exceptional compensation concerns a retention bonus.
28. Segment information
Van de Velde is a single-product business, being the production and sale
of luxury lingerie. Van de Velde distinguishes two operating segments:
Wholesale and Retail. No segments have been combined.
Van de Velde Group has identified the Management Committee as having
primary responsibility for operating decisions and has defined operat-
ing segments on the basis of information provided to the Management
Committee.
Wholesale refers to business with independent specialty retailers (cus-
tomers external to the Group) and eCommerce through brand sites and
stores linked to our wholesale brands. Retail refers to business through
our own retail network (stores, franchisees and eCommerce through
retail sites). The type of customer to which sales are made determines
whether the customer is allocated to Wholesale or Retail. The integrated
margin within the retail segment is shown for Van de Velde products sold
through Van de Velde‘s own retail network. In other words, the retail
segment comprises the wholesale margin on Van de Velde products
and the results generated within the network itself.
Management monitors the results in the two segments to a certain level
(‘direct contribution’) separately, so that decisions can be made on the
allocation of resources and the evaluation of performance. Performance
in the segments is evaluated on the basis of directly attributable rev-
enues and costs. General costs (such as overhead), financial result, the
result using the equity method, tax on the result and minority interests
are managed at Group level and are not attributed to segments. Costs
that are not attributed benefit both segments and any further division
of the costs, such as general administration, IT and accountancy, would
be arbitrary.
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Segment Income Statement 2021 2020
000euro Wholesale Retail
Unallocated
Total
Wholesale
Retail Unallocated Total
Segment revenues 167,666 27,585 0 195,251 130,029 22,308 0 152,337
Segment costs -84,154 -25,649 -30,437 -140,240 -70,631 -23,934 -23,038 -117,603
Depreciation 0 -778 -12,459 -13,237 0 -986 -14,188 -15,174
Segment results 83,512 1,158 -42,896 41,774 59,398 -2,612 -37,226 19,560
Net finance profit -993 -292
Result from associates -438 -1,342
Income taxes -8,295 -3,207
Net income 32,048 14,719
Segment Balance Sheet 2021 2020
000euro Wholesale Retail Total Wholesale Retail Total
Segment assets 58,970 15,683 74,653 51,900 16,707 68,607
Unallocated assets 132,524 116,672
Consolidated total assets 58,970 15,683 207,177 51,900 16,707 185,279
Segment liabilities 0 0 0 0 0 0
Unallocated liabilities 207,177 185,279
Consolidated total liabilities 0 0 207,177 0 0 185,279
Capital expenditure 2021 2020
000euro
Wholesale
Retail Unallocated Total Wholesale Retail Unallocated Total
Tangible fixed assets 0 363 2,011 2,374 0 104 989 1,093
Intangible fixed assets 0 0 2,274 2,274 0 0 1,622 1,622
Right-of-use assets 0 0 1,763 1,763 0 0 1,755 1,755
Depreciation 0 778 12,459 13,237 0 986 14,188 15,174
Breakdown by region - turnover 2021 2020
000euro Eurozone Elsewhere Total Eurozone Elsewhere Total
Turnover 140,588 54,663 195,251 112,577 39,760 152,337
The most important markets accounting for more than 10% of turnover are stated below in descending order of turnover:
– Germany, Belgium and The Netherlands for the Eurozone;
– United States, United Kingdom and Switzerland for Elsewhere.
Assets that can be reasonably attributed to segments (goodwill and other
fixed assets as well as inventories and trade receivables) are attributed.
Other assets are reported as non-attributable, as are liabilities. Assets
and liabilities are largely managed at Group level, so a large part of these
assets and liabilities are not attributed to segments.
The accounting policies of the operating segments are the same as
the key policies of the Group. The segmented results are therefore
measured in accordance with the operating result in the consolidated
financial statements.
Van de Velde does not have any transactions with a single customer in
Wholesale or Retail worth more than 10% of total turnover.
Transactions between operating segments are on an arm’s length basis,
comparable with transactions with third parties.
In the following tables, the segmented information is shown for the
periods ending on 31 December 2021 and on 31 December 2020.
| 66 |
Further information about the assets of the company - location (000 euro) Belgium Elsewhere Total
Tangible fixed assets 20,692 2,305 22,997
Intangible assets 15,510 4,766 20,276
Right-of-use assets 1,656 8,584 10,240
Inventories 40,433 2,772 43,205
29. Events after balance sheet
No events after the balance sheet date had a major impact on the situ-
ation of the company.
On 1 May 2022, a new CEO will start at Van de Velde after an induction
period. More details on this in a separate press release of 24 February
2022.
30. Business risks with respect to IFRS7
Besides the general strategic risks, Van de Velde has identified the fol-
lowing risks with respect to IFRS 7:
Currency risk
Due to its international character, the Group is confronted with various
exchange rate risks on sale and purchase transactions.
In terms of currency risk, between 25% and 30% of Group turnover is
generated in currencies other than the euro. In addition, a significant
proportion of purchases and expenses are in foreign currency (e.g. pur-
chases of raw materials and subcontractors, as well as local expenses
within the retail network).
Where possible, currency risks are managed by offsetting transactions in
the same currency or by fixing exchange rates through forward contracts.
These risks are managed at the level of the parent company. The Group
is aware that exchange risks cannot always be fully hedged.
Foreign operations increase the currency risk of the Group. Financial
instruments are not used to hedge this risk.
Closing rate Average rate
CAD 1.4466 1.4804
CHF 1.0368 1.0795
AUD 1.5575 1.5758
NOK 0.8394 0.8577
GBP 1.1295 1.1810
USD 3.2518 3.2818
The Group performed a sensitivity analysis in 2021 on the outstanding
trade receivables and trade payables of the Group at the balance sheet
date have been converted with a sensitivity of 10%.
000euro +10% -10%
CAD 62 -62
CHF 81 -81
AUD 30 -30
GBP 66 -66
239 -239
The Group performed a sensitivity analysis in 2021 on the the equity
components in the foreign currency of the Group at the balance sheet
date have been converted with a sensitivity of 10%.
000 euro +10% -10%
GBP 353 -353
USD 1,363 -1,363
TND 1,238 -1,238
2,954 -2,954
Credit risk
As a consequence of the large diversified customer portfolio, the Group
does not have a significant concentration of credit risks. The Group has
developed strategies and additional procedures to monitor and limit
credit risk at its customers. Wholesale sales are generated through
around 3,600 independent retailers and a small number of luxury depart-
ment stores. No single customer accounts for more than 2.2% of the
annual turnover of the Group.
Furthermore, the insolvency risk is covered by credit insurance. In
accordance with IFRS9, the Group applies the ECL model to its trade
receivables. For further explanation in this regard, we refer to note 10.
With respect to eCommerce activities, the credit risk is limited by using
country-specific payment methods, and there is collaboration with an
external partner who monitors the creditworthiness of potential eCom-
merce customers.
| 67 |
.
Liquidity and cash flow risk
The liquidity and cash flow risk is rather limited thanks to the large
operational cash flow and the net cash position (73.5 million euro). Credit
lines worth more than 10 million euro are also available. The Group has
no borrowings with fixed repayments.
Risk of interruptions in the supply chain
Adequate measures have been taken in several areas to minimize inter-
ruptions in the supply chain and deal with any such interruptions that do
occur. Examples of such measures are:
–
The IT department has a disaster recovery plan designed to minimize
the risk of damage from the failure of the computer infrastructure.
Investments are also made to limit the risk of failure of the computer
infrastructure.
– The risks of interruption in deliveries by a supplier and the possible
alternatives (if available) have been identified and are regularly moni-
tored. The creditworthiness of suppliers is also monitored.
– As far as possible, the concentration risk at suppliers is managed by
sufficient diversification. The ten leading material suppliers account
for approximately 60% of purchase costs of material. The largest
supplier accounts for approximately 26% of purchase costs and the
second largest supplier for 9% , whereas all other suppliers account
for maximum 5%.
–
Assembly capacity is mainly spread over Tunisia, China and Thailand.
–
The raw materials warehouse and the distribution centre are located
at the same site. These warehouses are in separate buildings and
both comply with high safety standards.
– Transparent chain management has been set up in which provisions
and/or any interruptions are proactively identified so that action can
be taken.
Moreover, business risks as a consequence of a potential interruption
are covered by insurance. Adequate measures have been taken in con-
sultation with insurers who also regularly inspect the various locations.
Risk of overvalued stock
Van de Velde’s business model entails risks with regard to raw materi-
als and finished products. Raw materials are ordered and production is
launched before we have full insight into the orders. As far as possible,
Van de Velde attempts to concentrate this risk at the level of raw materi-
als rather than finished products.
Van de Velde also applies a strict policy regarding write-downs on
inventories:
– The value of finished products for which sales are declining is writ-
ten down at the end of the season or during the following season.
These finished products are fully written off in the subsequent year.
– If there is no further need for additional production, the related raw
materials are written off completely.
Product risk
Sales are spread over about 50,000 stock references, more than 10,000
of which are changed every season. Therefore, sales do not depend on
the success of any one model.
Compliance and regulatory risks
Van de Velde Group is subject to federal, regional and local laws and regu
-
lations in each country in which it operates. Such laws and regulations
relate to a wide variety of matters, such as data security, privacy, product
liability, health and safety, import and export, occupational accidents,
employment practices and the relationship with associates (regarding
overtime and workplace safety among other things), tax matters, unfair
competitive practices and similar regulations.
Compliance with, or changes in, these laws could reduce the revenues
and profitability of the Group and could affect its business, financial
conditions or the results of operations.
Van de Velde Group has been subject to and may in the future be subject
to allegations of violating certain laws and/or regulations. Such allega-
tions or investigations or proceedings may require the Group to devote
significant management resources to defending itself. In the event that
such allegations are proven, Van de Velde may be subject to significant
fines, damages awards and other expenses, and its reputation may be
harmed.
Van de Velde Group actively strives to ensure compliance with all laws
and regulations to which it is subject. A degree of insurance has been
taken out to cover some of the above-mentioned risks.
Other operational risks
The Group is also faced with other operational risks which (if possible)
are monitored and for which (if available) correcting actions are taken.
| 69 |
As required by law and the Company’s articles of association, we report to you as statutory auditor of Van de Velde NV (the “Company”) and its
subsidiaries (together the “Group”). This report includes our opinion on the consolidated balance sheet as at 31 December 2021, the consolidated
income statement and overview of other comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow
statement for the year ended 31 December 2021 and the disclosures (all elements together the “Consolidated Financial Statements”) as well as
our report on other legal and regulatory requirements. These two reports are considered one report and are inseparable.
We have been appointed as statutory auditor by the shareholders’ meeting of 24 April 2019, in accordance with the proposition by the Board of
Directors following recommendation of the Audit Committee and following recommendation of the workers’ council. Our mandate expires at the
shareholders’ meeting that will deliberate on the Consolidated Financial Statements for the year ending 31 December 2021. We performed the
audit of the Consolidated Financial Statements of the Group during 24 consecutive years.
Report on the audit of the Consolidated Financial Statements
6
|
Statutory auditor’s report to the general meeting of
shareholders of Van de Velde NV on the consolidated
financial statements for the year ended 31 December 2021
Unqualified opinion
We have audited the Consolidated Financial Statements of Van de Velde
NV, that comprise of the consolidated balance sheet on 31 December
2021, the consolidated income statement and overview of other com-
prehensive income, the consolidated statement of changes in equity and
the consolidated cash flow statement of the year and the disclosures,
which show a consolidated balance sheet total of € 207,177 thousand
and of which the consolidated income statement shows a profit for the
year of € 32,048 thousand.
In our opinion, the Consolidated Financial Statements give a true and
fair view of the consolidated net equity and financial position as at
31 December 2021, and of its consolidated results for the year then
ended, prepared in accordance with the International Financial Reporting
Standards as adopted by the European Union (“IFRS”) and with appli-
cable legal and regulatory requirements in Belgium.
Basis for the unqualified opinion
We conducted our audit in accordance with International Standards on
Auditing (“ISAs”). Our responsibilities under those standards are further
described in the “Our responsibilities for the audit of the Consolidated
Financial Statements” section of our report.
We have complied with all ethical requirements that are relevant to our
audit of the Consolidated Financial Statements in Belgium, including
those with respect to independence.
We have obtained from the Board of Directors and the officials of the
Company the explanations and information necessary for the perfor-
mance of our audit and we believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the Consolidated Financial
Statements of the current reporting period.
These matters were addressed in the context of our audit of the
Consolidated Financial Statements as a whole and in forming our opin-
ion thereon, and consequently we do not provide a separate opinion
on these matters.
Valuation of goodwill and brands with an indefinite life
Description of the key audit matter
As a result of different acquisitions in the past, the Group has acquired
goodwill and brands with an indefinite life. The carrying value of goodwill
and brands with an indefinite life as at 31 December 2021 amounts to
respectively € 4.6 million and € 12.5 million. The carrying value of good-
will and brands together represent 8.2% of the consolidated balance
sheet total. In accordance with IFRS, the Group is required to annually
test for impairments on goodwill and brands with an indefinite life. The
valuation of goodwill and brands with an indefinite life is significant for
our audit and therefore considered a key audit matter, because the
valuation process is complex and is strongly influenced by manage-
ment’s expectations. More specifically regarding the expected growth,
in particular of revenues and Earnings Before Interest Depreciation and
Amortization (“EBITDA”) and other assumptions used (growth rate,
discount rate (‘WACC’) and tax rate) of the identified cash flow gen-
erating units.
Summary of the procedures performed
• We have analyzed the Group’s impairment test model including the
significant underlying assumptions (revenue growth and recovery of
the revenue post Covid-19, EBITDA percentage on revenue, long term
growth rate beyond the projection period and the discount rate), by
comparison to market information, the Group’s cost of capital and
relevant risk factors;
• We have verified the definition of the cash generating units accord-
ing to IFRS;
•
We have evaluated management’s assumptions, and compared with
the expected revenue growth, EBITDA percentage on revenue, for
all cash generating units with the Group’s business plan as adopted
and approved by the Board of Directors;
•
We verified the sensitivity analyses prepared by management to
understand the impact of reasonable changes in the key assumptions;
•
We considered additional impairment triggers by reading board
minutes, and holding regular discussions with management and
the audit committee;
| 70 |
•
We assessed the adequacy of notes 3 and 4 of the Consolidated
Financial Statements.
Allowance for obsolete inventory
Description of the key audit matter
The total inventory value of the group amounts to € 43.2 million and
amounts to 20.8% of the consolidated balance sheet total. This inven-
tory value already takes into account an allowance of € 5.7 million for
inventory items that are considered obsolete. Inventory consists of raw
materials, work in progress, finished goods and merchandise goods. The
Group values inventory at the lower of cost or net realizable value. The
allowance for obsolete inventory is calculated based on the ageing and
the expected turnover of the inventory items.
The allowance for obsolete inventory is significant for our audit, and
therefore considered a key audit matter, because of the magnitude of
the amount, and due to the uncertainties related to management’s judg-
ment regarding turnover as well as the applied allowance percentages.
Summary of the procedures performed
Our audit procedures included, among others, the following:
• We have obtained an understanding of the internal control process
around inventory write-down.
•
We have analyzed the calculation for the allowance for obsolete
inventory and verified that the calculation was applied consistently;
• We have tested the accuracy of the applied ageing data of inventory
by means of a sample test of inventory items;
•
We have discussed the applied allowance percentages with manage-
ment and analyzed based on the actual sales of impaired inventory
in the past year;
• We have compared the evolution of the allowance of the inventory
year over year relative to, on the one hand, the types of inventory
items (raw materials versus finished product) and on the other hand
relative to the fashion sensitivity of the items (stayers versus specific
summer – winter collections);
• We have checked the completeness and adequacy of note 9 of the
Consolidated Financial Statements.
Responsibilities of the Board of Directors for the
preparation of the Consolidated Financial Statements
The Board of Directors is responsible for the preparation of the
Consolidated Financial Statements that give a true and fair view in
accordance with IFRS and with applicable legal and regulatory require-
ments in Belgium and for such internal controls relevant to the prepara-
tion of the Consolidated Financial Statements that are free from material
misstatement, whether due to fraud or error.
As part of the preparation of Consolidated Financial Statements, the
Board of Directors is responsible for assessing the Company’s ability to
continue as a going concern, and provide, if applicable, information on
matters impacting going concern, The Board of Directors should prepare
the financial statements using the going concern basis of accounting,
unless the Board of Directors either intends to liquidate the Company or
to cease business operations, or has no realistic alternative but to do so.
Our responsibilities for the audit of the Consolidated
Financial Statements
Our objectives are to obtain reasonable assurance whether the
Consolidated Financial Statements are free from material misstate-
ment, whether due to fraud or error, and to express an opinion on
these Consolidated Financial Statements based on our audit. Reasonable
assurance is a high level of assurance, but not a guarantee that an audit
conducted in accordance with the ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of
users taken on the basis of these Consolidated Financial Statements.
In performing our audit, we comply with the legal, regulatory and norma-
tive framework that applies to the audit of the Consolidated Financial
Statements in Belgium. However, a statutory audit does not provide
assurance about the future viability of the Company and the Group,
nor about the efficiency or effectiveness with which the board of direc-
tors has taken or will undertake the Company’s and the Group’s busi-
ness operations. Our responsibilities with regards to the going concern
assumption used by the board of directors are described below.
| 71 |
As part of an audit in accordance with ISAs, we exercise professional
judgment and we maintain professional skepticism throughout the audit.
We also perform the following tasks:
• identification and assessment of the risks of material misstatement
of the Consolidated Financial Statements, whether due to fraud or
error, the planning and execution of audit procedures to respond to
these risks and obtain audit evidence which is sufficient and appro-
priate to provide a basis for our opinion. The risk of not detecting
material misstatements resulting from fraud is higher than when
such misstatements result from errors, since fraud may involve col-
lusion, forgery, intentional omissions, misrepresentations, or the
override of internal control;
•
obtaining insight in the system of internal controls that are relevant for
the audit and with the objective to design audit procedures that are
appropriate in the circumstances, but not for the purpose of express-
ing an opinion on the effectiveness of the Company’s internal control;
• evaluating the selected and applied accounting policies, and evalu-
ating the reasonability of the accounting estimates and related dis-
closures made by the Board of Directors as well as the underlying
information given by the Board of Directors;
•
conclude on the appropriateness of the Board of Directors’ use
of the going-concern basis of accounting, and based on the audit
evidence obtained, whether or not a material uncertainty exists
related to events or conditions that may cast significant doubt on
the Company’s or Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in
the Consolidated Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on audit
evidence obtained up to the date of the auditor’s report. However,
future events or conditions may cause the Company to cease to
continue as a going-concern;
•
evaluating the overall presentation, structure and content of the
Consolidated Financial Statements, and evaluating whether the
Consolidated Financial Statements reflect a true and fair view of
the underlying transactions and events.
We communicate with the Audit Committee within the Board of Directors
regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
Because we are ultimately responsible for the opinion, we are also
responsible for directing, supervising and performing the audits of the
subsidiaries. In this respect we have determined the nature and extent
of the audit procedures to be carried out for group entities.
We provide the Audit Committee within the Board of Directors with a
statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relation-
ships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with the Audit Committee within the
Board of Directors, we determine those matters that were of most
significance in the audit of the Consolidated Financial Statements of
the current period and are therefore the key audit matters. We describe
these matters in our report, unless the law or regulations prohibit this.
Report on other legal and regulatory requirements
Responsibilities of the Board of Directors
The Board of Directors is responsible for the preparation and the con-
tent of the Board of Directors’ report on the Consolidated Financial
Statements.
Responsibilities of the auditor
In the context of our mandate and in accordance with the additional
standard to the ISAs applicable in Belgium, it is our responsibility to
verify, in all material respects, the Board of Directors’ report on the
Consolidated Financial Statements, the non-financial information
attached to the Board of Directors’ report, as well as to report on these
matters.
| 72 |
Aspects relating to Board of Directors’ report
In our opinion, after carrying out specific procedures on the Board of
Directors’ report, the Board of Directors’ report is consistent with the
Consolidated Financial Statements and has been prepared in accordance
with article 3:32 of the Code of companies and associations.
In the context of our audit of the Consolidated Financial Statements, we
are also responsible to consider whether, based on the information that
we became aware of during the performance of our audit, the Board
of Directors’ report contain any material inconsistencies or contains
information that is inaccurate or otherwise misleading. In light of the
work performed, there are no material inconsistencies to be reported.
The non–financial information required by article 3:32, § 2, of the Code of
companies and associations has been included in the Board of Directors’
report on the Consolidated Financial Statements. The Company has pre-
pared this non-financial information based on Global Reporting Initiative.
However, we do not comment on whether this non-financial information
has been prepared, in all material respects, in accordance with Global
Reporting Initiative.
Independence matters
Our audit firm and our network have not performed any services that are
not compatible with the audit of the Consolidated Financial Statements
and have remained independent of the Company during the course of
our mandate.
No additional services, that are compatible with the statutory audit of the
Annual Accounts as referred to in Article 3:65 of the Code of companies
and associations and for which fees are due, have been carried out.
European single electronic format (“ESEF”)
In accordance with the standard on the audit of the conformity of the
financial statements with the European single electronic format (here-
inafter “ESEF”), we have carried out the audit of the compliance of the
ESEF format with the regulatory technical standards set by the European
Delegated Regulation No 2019/815 of 17 December 2018 (hereinafter:
“Delegated Regulation”).
The board of directors is responsible for the preparation, in accordance
with the ESEF requirements, of the consolidated financial statements
in the form of an electronic file in ESEF format (hereinafter ‘the digi-
tal consolidated financial statements’) included in the annual financial
report available on the portal of the FSMA (https://www.fsma.be/en/
data-portal).
It is our responsibility to obtain sufficient and appropriate supporting
evidence to conclude that the format and markup language of the digital
consolidated financial statements comply in all material respects with
the ESEF requirements under the Delegated Regulation.
Based on the work performed by us, we conclude that the format and
tagging of information in the digital consolidated financial statements
included in the annual financial report available on the portal of the
FSMA (https://www.fsma.be/en/data-portal) of Van de Velde NV per 31
December 2021 are, in all material respects, in accordance with the
ESEF requirements under the Delegated Regulation.
Other communications.
This report is consistent with our supplementary declaration to the Audit
Committee as specified in article 11 of the regulation (EU) nr. 537/2014.
Gent, 24 March 2022
EY Bedrijfsrevisoren BV
Statutory auditor
Represented by
Francis Boelens *
Partner
*Acting on behalf of a BV/SRL
| 73 |
| 75 |
Statutory financial statements
In accordance with Article 3:17 of Belgium’s Companies Act, the statu-
tory financial statements are hereinafter presented in abbreviated form.
The annual report and financial statements of Van de Velde NV and the
auditor’s report will be filed at the National Bank of Belgium within the
month following approval by the General Assembly. A copy is available
free of charge at the registered office.
The valuation rules applied for the statutory financial statements differ
from accounting principles used for the consolidated finan-cial state-
ments: the statutory annual accounts are prepared in accordance with
Belgian legal requirements, while the consolidated financial statements
are prepared in accordance with International Financial Reporting
Standards. There are no material changes to the accounting principles
used for the statutory accounts.
The statutory auditor has issued an unqualified opinion in regard to the
statutory financial statements of Van de Velde NV.
Concise balance sheet
000euro 2021 2020
Fixed assets 94,323 96,954
Intangible fixed assets 8,973 11,846
Tangible fixed assets 14,951 15,875
Financial fixed assets 70,399 69,233
Current assets 131,719 104,586
Amounts receivable after one year 1,446 1,306
Stocks and orders in production 44,446 38,821
Amounts receivable within one year 17,163 15,711
Financial investments 9,755 1,933
Cash and banks and in hand 57,838 46,012
Accrued income and deferred charges 1,071 803
Total assets 226,042 201,540
Shareholders' equity 153,910 150,061
Issued capital 1,936 1,936
Share premium 743 743
Reserves 137,683 133,863
Retained earnings 13,263 13,153
Grants 285 366
Provisions, deferred taxes and tax liabilities 0 156
Provisions for risks and costs 0 156
Liabilities 72,132 51,323
Amounts payable after one year 0 0
Amounts payable within one year 72,027 50,765
Accrued charges and deferred income 105 558
Total liabilities 226,042 201,540
7
|
Concise version of the statutory financial statements
and the statutory annual report of Van de Velde NV
| 76 |
Concise income statement
000euro 2021 2020
Operating income 194,908 150,936
Turnover 186,197 145,365
Changes in stocks unfinished goods and finished goods 4,056 1,948
Other operating income 4,579 3,488
Non recurring operating income 76 135
Operating costs 166,143 142,531
Goods for resale, raw materials and consumables 36,039 30,479
Services and other goods 92,883 77,930
Salaries, social charges and pension costs 29,272 26,218
Depreciations 7,930 8,222
Write-downs and provisions -256 -666
Other operating costs 275 331
Non recurring operating costs 0 17
Operating profit 28,765 8,405
Financial result 6,971 3,352
Finance income 11,853 11,319
Finance costs -4,882 -7,967
Pre-tax profit for the fiscal year 35,736 11,757
Tax on the profit 5,116 -230
Profit for the year 30,620 11,527
Appropriation account
000euro 2021 2020
Distributable profit 30,620 11,527
Distributable profit for the year 30,620 11,527
Addition to reserves 3,975 0
Transfer from reserves 0 -15,090
Profit (loss) to be carried forward 0 0
Profit to be distributed 26,645 26,617
| 77 |
Statutory annual report Van de Velde NV
Fiscal year 1/1/2021 - 31/12/2021
The statutory report is in accordance with article 3:6 of Belgium’s
Companies Code.
1. Comments on the financial statements
The financial statements show a balance sheet total of 226,042 thousand
euro and a profit after tax for the fiscal year of 30,620 thousand euro.
2. Important events after balance sheet date
No events after the balance sheet date had a major impact on the
financial position of the company.
On 1 May 2022, a new CEO will start at Van de Velde after an induction
period. More details on this in a separate press release of 24 February
2022.
3. Expected developments
We refer readers to ‘Prospects’ in chapter 1, ‘The year 2021’.
4. Research and development
The design department of Van de Velde also comprises a research and
development unit. The design department is responsible for the launch
of new collections, whereas the research and development unit and the
design department investigate new materials, new production technolo-
gies, new products, new sales-supporting techniques and so on.
5. Additional tasks of the statutory auditor
The General Meeting of Shareholders of 29 April 2019 of Van de Velde
NV appointed EY Bedrijfsrevisoren BV. Pauline Van Pottelsberghelaan 12,
9051 Ghent, represented by Francis Boelens, as statutory auditor. The
auditor is appointed until the annual meeting of 2022.
The annual remuneration in 2021 for auditing the statutory annual
accounts of Van de Velde NV was 69,615 euro (excl. VAT). The total
costs for 2021 for the auditing of the annual accounts of all companies
of the Van de Velde Group and the consolidated annual accounts of Van
de Velde NV was 161,635 euro (excluding VAT and including the 69,915
euro mentioned above).
In accordance with Article 3:65 of Belgium’s Companies Code, Van de
Velde announces that no exceptional or special tasks were performed
by statutory auditor or by persons with whom the statutory auditor has
a professional relationship in 2021.
6. Description of risks and uncertainties
The following risks at Group-level were examined and, where neces-
sary, possible coverage or preventive measures were taken (for further
details see note 30):
– Currency risk;
– Credit risk;
– Liquidity and cash flow risk;
– Risk of interruptions in the supply chain;
– Risk of overvalued stock;
– Product risk;
– Compliance and regulatory risks;
– Other operational risks.
7. Acquisition of own shares
In accordance with Article 7:215 of Belgium’s Companies Code, the
Extraordinary Meeting of Shareholders of 11 December 2019 gave the
Board of Directors the power to acquire the company’s own shares. This
power is valid for a period of (i) three years, commencing on 3 January
2020, if the acquisition is necessary to prevent a serious imminent
disadvantage and (ii) five years, commencing on 11 December 2019,
if the Board of Directors acquires the legally permissible number of
treasury shares at a price equal to the price at which they are quoted
on Euronext Brussels, in accordance with article 7:215 of the Code of
Companies and associations.
The Board of Directors approved a share buyback programme of up
to 15 million euro on 25 February 2020. The buyback programme was
suspended on 18 March 2020 due to the uncertainties caused by the
covid-19 pandemic. And last but not least on 28 Augsut 2020, the Board
of Directors decided to restart from 4 September 2020 and with a
anticipated term of 1 year.
On 23 February 2022, the Governing Council adopted a programme
for repurchase of own shares approved for a maximum of €15 m. This
repurchase programme will start on 1 March 2022 and has an expected
duration of one year.
At the end of 2020 Van de Velde NV held 77,183 treasury shares.
In 2021, 116,857 of its own shares were acquired by Van de Velde NV.
During 2021 no options were exercised under the option plan.
At the end of 2021 Van de Velde NV held 194,040 treasury shares with
a total value of 4,755 thousand euro.
000euro 2021 2020
Share capital 1,936 1,936
Treasury shares 4,755 1,932
Share premium 743 743
8. Conflict of interests
In 2021, there was one conflict of interest under article 7:96 of the Code
of Companies and Associations within the Board of Directors or the
Management Committee. This concerned the granting of a one-off reten-
tion bonus to the CEO by the Board of Directors on 24 February 2021.
The excerpt from the minutes relating to this decision is presented
below, stating the reason for the conflict of interest, and the nature,
justification and financial impact of the decision.
“Mavac BV, duly represented by Marleen Vaesen, reported in advance
a conflict of interest with regard to the abovementioned agenda item
under article 7:96 §1 of the Code of Companies and Associations and
will therefore not participate in these deliberations. She pointed out
that this decision related to a matter of a financial nature, namely the
remuneration of Mavac BV as chair of the Management Committee.
| 78 |
In compliance with the relevant legal stipulations, the following is
included in the current minutes of the Board of Directors:
– the nature of the decision
– the financial impact of the decision;
– the grounds justifying the decision.
a) Nature of the decision
The decision concerns the remuneration of Mavac BV as chair and
member of the Management Committee.
b) Financial impact of the decision
The remuneration that is granted to Mavac BV as chair and mem-
ber of the Management Committee, starting 1 January 2021, is the
following:
– Annual fixed compensation of € 592,000 excl. VAT;
–
Annual variable compensation up to 55% of the fixed
compensation;
– A one-off and exceptional retention bonus of € 118,400 excl. VAT
provided Mavac BV still works for Van de Velde on a date set by
mutual agreement.
c) Grounds justifying the decision
The first two components of the remuneration (annual fixed compen-
sation and variable compensation up to 55% of the fixed compensa-
tion) are part of the remuneration package as agreed upon when the
CEO was appointed.
With regard to the one-off retention bonus, the Board of Directors is of
the opinion that this compensation is competitive and justified, because
(i) the stability of the management of the organization is critical during
the covid-19 pandemic and (ii) the CEO is no longer awarded a long-
term bonus.
9.
Valseba BV, always represented by Isabelle Maes, was first appointed
at the annual meeting of 2019 and, as independent director within
the meaning of article 7:94 of Belgium’s Code of Companies and
Associations, is a member of the Audit and Risk Committee. Isabelle is
a qualified commercial engineer. She Is CEO of Lotus Bakeries Natural
Foods. She was previously CFO at Lotus Bakeries and Barry Callebaut
Belgium, and Senior Auditor at PWC.
10. Branches
On 19 July 2011 Van de Velde formed a branch in Sweden (organization
number 516407-5078), named “Van de Velde NV Belgium Filial Sweden”.
On 1 July 2017 Van de Velde formed a branch in France (organization
number 831 118 146), named “Van de Velde NV Succursale France”.
11. Enumeration within the framework of Article 34 of Belgium’s Royal
Decree of 14 November 2007 concerning the obligations of issuers of
financial instruments that may be traded on a regulated market.
•
43.73% of the shares of Van de Velde NV are held by the general
public. The remainder of the shares are held by Van de Velde Holding
NV, which groups the interests of the Laureys and Van de Velde
families. Different types of shares do not exist.
• There are no restrictions on the transfer of securities laid down by
law or the Articles of Association.
• Holders of securities linked to special control: A majority of Van de
Velde NV’s directors are appointed from the candidates nominated
by Van de Velde Holding NV, as long as it directly or indirectly holds
no less than 35% of the company’s shares.
•
There are no employee share plans in which the controlling rights
are not directly exercised by the employees.
• There are no restrictions on the exercise of voting rights laid down
by law or the Articles of Association.
• Van de Velde NV is not aware of any shareholder agreements.
• Notwithstanding the abovementioned fact that a majority of Van de
Velde NV’s directors are appointed from the candidates nominated
by Van de Velde Holding NV, as long as it directly or indirectly holds
no less than 35% of the company’s shares, there are no rules for the
appointment or replacement of the members of the administrative
bodies or restrictions on the exercise of voting rights laid down by
the Articles of Association.
•
With regard to the power of the administrative body to issuing shares:
the Board of Directors is authorized, for a period of five years from
announcement in the annexes to Belgisch Staatsblad/Moniteur belge
(3 January 2020), to raise the subscribed capital one or more times
by a total amount of 1,936,173.73 euro, under the conditions stated
in the Articles of Association.
• The power of the administrative body with respect to the possibility
of purchasing shares: see point 7 above.
• There are no major agreements to which Van de Velde NV is party
that come into effect, are amended or expire in the event of a change
in control of the issuer after a public offer.
•
No agreements have been concluded between the issuer and its
directors and/or employees that provide for a payment if the relation-
ship is ended as a consequence of a public offer.
| 79 |
12. Corporate Governance
We refer to chapter 3 of the annual report for the Corporate Governance
statement.
13. Remuneration Report
The remuneration report provides transparent information on Van de
Velde’s reward policy for its directors and members of the Management
Committee, in accordance with the Belgian Corporate Governance Act of
17 February 2017 and the Belgian Corporate Governance Code. Please
see chapter 3 (Corporate Governance).
14. Proposed profit distribution
The Board of Directors proposes to the General Meeting of Shareholders
payment of a gross dividend of 2.00 euro per share. After payment of
withholding tax, this represents a net dividend of 1.40 euro per share.
After approval by the General Meeting of Shareholders the final dividend
of 2.00 euro per share (net dividend of 1.40 euro per share) will be paid
out as from 5 May 2022.
Proposed profit distribution in thousands of euro:
Distributable profit 30,620
Transfer to reserve 3,975
Profit to be distributed 26,645
- Of this amount, proposed gross dividend of 2.00 euro per
share on 13,322,480 shares
26,645
15. Non financial information
We refer to the Sustainability report under chapter 9 of the annual report.
Mavac BV,
always represented by
Marleen Vaesen
Gedelegeerd bestuurder
| 80 |
| 81 |
The undersigned declare that, to the best of their knowledge:
A) the financial statements, which have been prepared in compliance with the applicable standards, faithfully reflect the equity, the financial situ-
ation and the results of Van de Velde and the companies included in the consolidation.
B) the annual report faithfully reflects the developments and the results of Van de Velde and the companies included in the consoli-dation, as well
as providing a description of the main risks and uncertainties it faces.
Mavac BV, Karel Verlinde CommV,
always represented by always represented by
Marleen Vaesen Karel Verlinde
CEO CFO
8
|
Statement of responsible persons
| 83 |
9
|
Sustainability Report
GENERAL INTRODUCTION
Message from the CEO
About Van de Velde
About the sustainability report
Materiality index
Sustainable Development Goals (SDGs)
FOCUS ON PEOPLE
Focus on our employees
Who are our employees?
Our values
Code of Conduct
Ethical and Social Charter
Safety and (mental) health
Training and development
Anti-corruption
GDPR
Focus on consumers (women)
Support for (adolescents and) women in society
OUR RELATIONS WITH PARTNERS
Suppliers and subcontractors
Customers
Industry organizations
PROTECTING THE ENVIRONMENT
Sustainable products
End product packaging
Waste management facilities
Energy
Carbon emissions
EU Taxonomy
ABOUT THIS REPORT
INDEX [GRI]
Contents
| 84 |
General introduction
Message from the CEO
Van de Velde is a listed
company with deep family
roots. The family has
always given a great deal
of attention to sustainable
business. Long-term added
value, not short-term profit,
is the touchstone. This is
evidenced by the premium
quality of our lingerie, the
care for our people, the
long-term relations with
our business partners and
the constant pursuit of efficiency wins in our processes.
The past two years have been shaped by the covid-19
pandemic and the consequences of climate change. We
have all been forced to acknowledge our vulnerability as an
individual, family, company, community, planet. As a result,
it is clearer than ever that a company’s responsibilities
extend beyond its employees, consumers, business
partners and shareholders.
We therefore want to strengthen our commitment to
sustainability. In 2021 sustainability was identified as one
of the main drivers in the strategic 5-year plan. A roadmap
has been developed and a sustainability manager installed,
reporting directly to the CEO. This will further embed
sustainability at Van de Velde.
| 85 |
About Van de Velde
Van de Velde NV designs fashionable lingerie and swimwear
of superior quality under the highly complementary brands
PrimaDonna, Marie Jo and Andres Sarda. We believe in
“Shaping the bodies and minds of women”: we want to
make a difference in the lives of women by improving their
self-image and, in doing so, giving them more confidence
with beautiful lingerie that fits perfectly. Impeccable service
in store is key. It’s an approach we have consolidated in
our Lingerie Styling concept. Van de Velde works closely
with 3600 independent lingerie boutiques around the globe.
We also have our own retail network with retail brands
Rigby&Peller and Lincherie. We primarily focus on the
European and North American market. [GRI 102-1/2/3/4/7]
Van de Velde NV was originally a family business and 56.27
percent of shares remain in family hands.
This is one reason why sustainability is a big part of the
strategy. Short-term financial profit will not be pursued at
the expense of long-term goals. Business continuity is the
main motivation; the positive social impact or profit is the
wider goal. [GRI 102-5/6]
56,27%
43,73%
Family
Open market
Ownership
(shareholders)
Markets served by
independent retail
Markets served by
independent and
own retail
Countries where
we have production
United
States
United
Kingdom
China
Thailand
Tunesia
Spain
Netherlands
Germany
Denmark
Denmark
Head Office
Schellebelle
Belgium
Australia
Markets and countries where we have production capacity
The operating activities are reported at the Schellebelle
head office, the Wichelen distribution centre and our Tunisia
production company. Some of the production of subcontrac-
tors is covered in various sections of the report. [GRI 102-54]
| 86 |
About the sustainability report
In its operations, Van de Velde is committed to achieving
more than purely financial targets. The company wants to
create value for society and contribute to the efforts to
meet climate targets.
In doing so, Van de Velde creates value for everyone
involved and fulfils the wider expectations of employees,
consumers, shareholders and other relevant stakeholders.
The new position of sustainability manager, reporting to
the CEO, was created in September 2021 with the task of
setting out in more detail, structuring and implementing
the sustainability policy.
The social and environmental ambitions and targets are
based on:
• The fundamentals of our company – our mission, values
and core businesses – to ensure impact and relevance
for everyone involved
•
The results of materiality analyses, which clarify the
expectations of stakeholders inside and outside the
company
•
The UN’s Sustainable Development Goals (SDGs), indi-
cating the direction of travel
• The active participation of various stakeholders
Van de Velde is convinced that a clear framework, collective
involvement and specific knowledge acquisition are the
right tools to take further steps.
Materiality index
The materiality analysis was conducted in three steps. In
the first step, the topics that could be appointed material
by Van de Velde’s stakeholders were identified.
In the second step, the most important stakeholder groups
were identified. These groups are employees, retail part-
ners, shareholders and suppliers. [GR102-40] Lastly, an
actual survey was conducted.
In 2020 a group of employees was selected to take part in
an online survey to rate the importance of selected topics.
In 2021 retail partners, shareholders and suppliers were
invited to take the same survey.
A random group was selected in each category for this
external materiality survey.
•
Suppliers: The survey was sent to 52raw material suppli-
ers in various countries. We received 34responses.
•
Retail partners: the survey was sent to customers in
Belgium, the Netherlands and Germany. We received
148responses.
• Shareholders: 38 people were selected and we received
14responses.
A score between 1 (low) and 5 (high) was assigned to
each of the 19 topics in response to the following ques-
tion: “How important is this topic to you?”. The results for
in-house and external stakeholders are shown in the mate-
riality index below.
External stakeholders
In-house stakeholders
Transport
Product quality
Traceability and transparancy
Energy from renewable sources
Social engagement
Product innovation
Corporate governance
Legal compliance
Data protection
Anti-corruption
Waste reduction and processing
Diversity and inclusion
Water consumption
Fair working conditions Product safety
Safety, health and wellbeing
Profitability for shareholders
4,8
4,6
4,4
4,2
4,0
3,8
3,6
3,8 3,9 4,0 4,1 4,2 4,3 4,4 4,5 4,6 4,7 4,8
Training and development
| 87 |
Such topics as product safety, product quality, fair
working conditions, employee health and safety and legal
compliance are rated very important. These main themes
are discussed in detail in the report.
The results of this survey are also taken into account when
drawing up the multi-year sustainability plan.
Sustainable Development Goals (SDGs)
We use the 17 Sustainable Development Goals (SDGs) of
the United Nations as indicators of our direction in working
out a multi-year action plan in line with the mission, values
and ambitions of the company. The impact and effective-
ness of the sustainability efforts will be measured and
assessed against these SDGs.
This sustainability report sets out the activities currently
situated around three pillars:
• Focus on PEOPLE
• Our relations with PARTNERS
• Respect for the ENVIRONMENT
| 88 |
Number of employees by status
Number of employees by country
FOCUS ON PEOPLE
Van de Velde is a company that has always put people first.
We strongly believe in the power and potential of people.
Particularly women. This is reflected in various dimensions:
First and foremost in the working relationship with our
employees.
The health and wellbeing of all Van de Velde employees is
key to sustainable growth. Because we believe that when
employees are happy in their job this will have a positive
impact on the quality of their work and their environment.
With this in mind, we promote a high level of wellbeing at
work, pursue a healthy work-life balance and launch initia-
tives to help us be a fantastic place to work. We encourage
personal and professional growth with a solid training and
development policy.
We ensure good working conditions for all employees and
pursue diversity and equality, regardless of their location
or role in our organization.
The principles of this socially responsible human resources
policy are set down in Van de Velde’s Ethical and Social
Charter. This charter is itself based on the fundamental
principles of the SA8000 standard.
Consumers are put at the heart of our company alongside
our employees. As stated above, we believe in the power
of people, particularly women. We want to do everything
we can to support women, literally and metaphorically. This
ambition is clearly expressed in our mission statement:
‘Shaping the bodies and minds of women’. Through our
three brands we aim to provide the ultimate experience,
with the underlying objective of empowering women. Each
brand does this in its own way.
The third dimension in our focus on people is general atten-
tion for people and their position in society. We want to
contribute and where possible help create new opportu-
nities for women.
Focus on our employees
Who are our employees?
Van de Velde employs people around the globe. [GRI 102-8]
We not only make products for women, these products are
also largely made by women.
Van de Velde assumes its responsibilities for everyone it
works with, regardless of their status or location. We primar-
ily work with our own employees. There are a limited number
of freelancers at the head office, primarily IT and digital
specialists working on ongoing projects. Work has continued
on the long-term vision and strategy at Van de Velde this
past year.
2019 2020 2021
0
100
200
300
400
500
600
700
800
Tunisia Belgium Netherlands Germany UK Spain US/Can France Scandinavia
80 75 70 74 63 58 76 69 62 44 41 40 61 36 31 16 15 15 32 24 24
670 664 699
535 514 508
0
200
400
600
800
1000
white collar
Store staff
blue collar
920 941 970 350 340 331 279 220 206
2019 2020 2021
| 89 |
Values [GRI 102-16]
In March 2020 we launched our Van de Velde Values in
the company: [GRI 102-16]
• We are driven by Passion
• We are Authentic
• We breathe Quality
• We act Entrepreneurial
• We focus on Consumers and Customers
• We connect to Cooperate
These Values form the DNA of Van de Velde: they are shared
by all employees and express what we stand for and how
we act. They also provide a starting point for employee
decisions and growth.
Code of Conduct [GRI 102-16]
Van de Velde expects all employees to follow the rules
of conduct in their everyday duties and in their relations
with others, be they colleagues, customers, consumers,
suppliers or whoever.
These rules are set down in the Code of Conduct, the
purpose of which is to ensure we do business with
integrity.
The most important aspects of integrity are:
• How we handle information
• How we treat colleagues
• How we treat customers and suppliers
• How we handle the work-life balance
• How we use company resources
The Code of Conduct is available at www.vandevelde.eu/
en/code-of-conduct.
Ethical and Social Charter
Working conditions are a very important –social and ethical–
aspect of Van de Velde’s corporate social responsibility.
This means that, as a company, Van de Velde is committed
to ensuring that all activities are conducted in accordance
with legal standards and with due respect for human rights
in all circumstances. Van de Velde also expects all of its
suppliers and subcontractors to follow these human rights
principles in everything they do (for more information, see
‘Partners’). Only then we can be certain that our products
are manufactured and distributed in a responsible way.
You can download our Ethical and Social Charter from our
website at www.vandevelde.eu/en/about-van-de-velde/
sustainability.
The following systems and certifications have been imple-
mented in a number of divisions to ensure this charter is
properly interpreted in practice with regard to all employees
who fall under Van de Velde’s operational control.
| 90 |
Sites in Belgium: Schellebelle head office and Wichelen distribution centre
Van de Velde in Belgium – at the locations
in Wichelen and Schellebelle – has been
SA8000 certified since 2003. It is based
on the ILO standards, the Universal
Declaration of Human Rights and the
UNConvention on the Rights of the Child.
The SA8000 standard was established in consultation with
NGOs, collective industrial organizations, the industry asso-
ciations and certifying bodies.
This certification proves that we safeguard the rights and
wellbeing of our employees.
The nine principles of the SA8000 standard
Principle 1: No discrimination [GRI 405-1]
- Gender diversity
Due to the business activity, the representation of female
employees is high: almost nine in ten Van de Velde
employees are women. These women make our products
for other women in countries where employee rights are
not always self- evident. Our sales channels are also staffed
mainly by women. Van de Velde ensures that people are
not discriminated against on the basis of their gender. All
vacancies are open to people of any gender. However, we
observe more interest in vacancies among women, due to
the nature of the business and the industry. We are also
vigilant on preventing any discrimination on age, religion or
any other factor that can be the basis of discrimination. There
were no formal reports of discrimination in 2021. [GRI 406-1]
We also have a strong female representation on the Board
of Directors (55%) and the Management Committee (66%).
male/female split
0
100
200
300
400
500
600
700
800
2020 2021 2020 2021
female
male
747 709 93 99
female male
Belgium NetherlandsGermany Denmark Spain USUK
0
5
10
15
20
25
30
35
40
40
2
6
4
3
11
4
1
6
11
New hires in 2021 – male/female split
Number of employees: male/female split
| 91 |
0
50
100
150
200
Under 25 30 - 3925 - 29 40 - 49 50 - 59 60 and over
51
118
101
160
150
164
174
16
20
48
7
12
2020 2021
Age pyramid Belgian employees
0
5
10
15
20
25
30
35
Under 25 30 - 3925 - 29 40 - 49 50 - 59 60 and over
2020
5
18
2
33
6
8
10
12
12
13
3
4
2021
Age pyramid new hires in 2021 [GRI 401-1]
Principle 2: No child labour
In general terms, Van de Velde does not expose children to unsafe situations at or around the workplace. The following
basic principles apply at our own sites [GRI 408-1]:
• Van de Velde does not employ children aged under 15 or the minimum legal age.
• Van de Velde does not employ children of school age. This does not include summer jobs that comply with local laws
and customs.
• Young adults (aged under 18) can work at Van de Velde but they are protected by additional regulations:
- Children of school age are only permitted to work outside school hours (e.g. students aged 16 and over may work
in Wichelen)
-
Van de Velde sees to it that young adults on the payroll go to school and encourages them to complete their education.
- They do not work during the night.
- They do not work more than eight hours.
- Age diversity
0
2
4
6
8
10
Board of
Directors
Management
Committee
Members
over 50
Members
over 50
Members
under 50
Members under 50
| 92 |
Principle 3: No forced labour
It is our conviction that the wellbeing of our employees has a positive impact on the quality of our products. Forced labour is
contrary to the philosophy of Van de Velde. We follow ILO Convention 29 to ensure that there is no forced labour anywhere
in our production chain. All our suppliers and subcontractors mark their agreement with this by signing our terms and
conditions. [GRI 409-1]
1 Do not confiscate any papers of identification.
2 Do not ask for any security payment
at the start of the work.
3 Do not confiscate any wage,
allowance, documents or property to
exert pressure to continue to work for
Van de Velde
4 Employees do not pay any
employment fees or other costs.
5 Employees are entitled to leave the work site
at the end of a standard workday.
6 Employees always have the right
to cease working. This may be subject
to a notice term.
ILO Convention 29:
Conditions
Principle 4: Health and safety
We guarantee a safe and healthy work environment and invest efforts to ensure the general wellbeing of each and every
employee. The internal prevention and protection at work service gives advice on the organization of the workplace, the
work post, environmental factors, the use of tools, equipment and hygiene. This topic is discussed in more detail further
in this report.
| 93 |
Principle 5: No disciplinary measures
We condemn all forms of violence, be they physical, mental or verbal.
Internal prevention advisors establish Van de Velde’s prevention policy with regard to safety, health, ergonomics, hygiene,
making the workplaces more attractive, stress and psychosocial strain. Safety agents and wellbeing coaches at the various
departments act as an early-warning system for the internal service. Confidants are also available at Van de Velde in the
event of interpersonal grievances at work. They inform, listen, advise and help employees to find a solution to problematical
situations. They can call upon the internal service and HR in the quest for reconciliation. An external service can also be
called in as needed.
Principle 6: Respect for maximum working hours
We respect the maximum working hours limits and pursue a good work-life balance. The maximum working hours are laid
down by relevant local laws. Overtime is limited. It must be voluntary and infrequent.
Principle 7: A guaranteed liveable wage
We guarantee each and every employee a liveable wage. We ensure wages comply with the applicable pay scales and that
employees can do more than simply meeting their most basic needs.
Principle 8: Open dialogue with social partners
All our employees have a right to join or form a union and the right to organize in such a way that effective collective nego-
tiations are possible. They can do so without fear of repercussions in any form.
The representatives of our employees deserve special attention. Van de Velde is fully committed to enabling them to carry
out their representative tasks well. They have access to employees at the workplace and are able to work without fear of
negative consequences.
Discrimination, intimidation and retaliation are prohibited. If the freedom of trade unions is limited by law, the employees
of Van de Velde are free to organize and choose their own representatives. [GRI 407-1]
Principle 9: Monitoring
We ensure the constant monitoring of the aforementioned principles by management to be certain they are complied with
by internal and external stakeholders.
The Social Performance Team monitors compliance with the SA8000 standard at our sites in Belgium. As well as revealing
any violations of the charter, the purpose of this management system of structured internal audits is to lay the foundations
for continual improvement.
Van de Velde is audited every six months by an independent SGS auditor. The audits also include a check of whether the
basic principles of SA8000 are followed at the various departments. This is done on the basis of inspections, work floor
visits and interviews with employees and management.
A re-certification audit was conducted in November 2021. The findings were positive, resulting in a recommendation that
SA8000 certification can be extended for three years. [GRI 102-11/56]
| 94 |
Site in Tunisia
By analogy with Belgium, the production company in
Tunisia is managed and monitored in terms of corporate
social responsibility. Our compliance with human rights
principles when doing business is confirmed by SMETA
certification.
In 2016 Van de Velde Tunesia received
the SMETA accreditation. SMETA (Sedex
Members Ethical Trade Audit) is based on four
pillars. The first two, labour and health & safety, are taken
from the Ethical Trade Initiative (ETI) basic code and are
similar to the SA8000-standard.
1. Labour is a free choice
2. The freedom to organize and the right to collective labour agreements are respected
3. Working conditions are safe and hygienic
4. Child labour is prohibited
5. Legal minimum wages are respected
6. Legally set working hours are respected
7. No form of discrimination whatsoever is tolerated
We do not discriminate in terms of gender or age in our hiring process. However, the nature of our activities and
Tunisian culture do result in large imbalances. The primary activity in Tunisia is assembly and most of these stitchers
are female. The large proportion of young people is primarily a cultural phenomenon, as many women do not work
outside the home after marriage.
8. Employment is on a regular basis
9. People we work with are not treated harshly or inhumanely.
Companies that wish to obtain SMETA accreditation must also meet additional requirements with regard to the environment
and business ethics.
Our production plant in Tunisia is also audited regularly by an independent body such as SGS to ensure it complies with the
SMETA principles. Another audit is scheduled for 2022. [GRI 102-11/56]
0
50
100
150
200
250
300
Under 25 30 - 3925 - 29 40 - 49 50 - 59 60 and over
257
113
214
91
8
9
0 0 0 1
3 3
female male
| 95 |
Sites in Belgium
Safety and Prevention
An in-house department is responsible for safety and
prevention at the Schellebelle and Wichelen sites. This is
headed by a prevention level 1 advisor, assisted by two
employees and a number of safety agents (who conduct
these duties alongside their regular job duties). The
department is supervised by the CEO and the prevention
and protection at work committee. The safety and prevention
policy is set down in an Annual Action Plan and a General
Prevention Plan (valid for five years
This department is responsible for the following domains:
• Legal compliance: following all inspections and servicing
of security and technical systems
•
Prevention-related projects: developing the methodology
and tools, and implementation in the organization
•
Adapting existing processes when circumstances change
Example: Ergonomics Study Project:
This project was launched in 2019. The in-house department
drew up an action plan in response to ergonomics-related
complaints, based on an employee survey and an analysis
of the absence statistics (including recurring complaints in
specific jobs). The following steps were taken:
• Specific workstations were adapted or made adjustable
•
A course was set up to provide tips on adapting good
posture and minimizing strain.
• Special medical exams were introduced for people who
do a lot of lifting.
After implementation by this department, the methodology
and tools are shared with the line managers, who are
responsible for monitoring for day-to-day activities
Example: adjusting existing processes
The pandemic and the mandatory working from home
orders have disrupted the structural presence on site of
safety and prevention-related functions over the past two
years. The following actions were taken in response to this
new situation
• First aid: training for additional employees to ensure that
qualified first-aiders are always available
•
Response teams: a shift system was implemented to
ensure constant monitoring
•
Evacuation: evacuation procedures and the register of
attendance for the evacuation lists were adapted in line
with the new system of hybrid working
Example: monitoring existing processes Occupational
accidents.
At the departments, the safety agents and wellbeing coaches
are the first point of contact for reporting possible risks. The
line managers are also responsible for day-to-day follow-up.
An investigation is always conducted after an occupational
accident to identify the causes. Whenever possible, an action
plan will be drawn up to ensure it cannot happen again.
The goal in 2022 is to set up a uniform system for reporting
potential risks. This will make it easier to identify and manage
risks. [GRI 403-2]
Safety and (mental) health
Safety and good working conditions at the sites are very
important to safeguard wellbeing at work. Van de Velde
actively pursues a policy oriented to both the physical
(e.g.prevention and protection) and mental aspects of
wellbeing (psychosocial context).
| 96 |
0
2
4
6
8
10
Frequency
number of accidents x 1,000,000 /
hours of exposure
Severity
number of calendar days lost time x 1,000 /
hours of exposure
Globale Ernstgraad
number of calendar days lost time +
disability x 1,000 / hours of exposure
Frequency
8,5
0,02 0,02
1,6 0,14 0,39
Severity Overall severity
2020 2021
Occupational accidents
| 97 |
(Mental) health:
Van de Velde takes a whole host of actions to maximize
(mental) wellbeing and encourage continuous develop-
ment. For example, in 2021 we introduced the possibility
of hybrid working, which offers our employees more flexi-
bility. Alongside flexibility, special attention is also given to
strengthening the connection between our employees. This
is done through ‘VdV Connect’, a wellbeing project set up
and supported by Van de Velde employees.
Confidants and wellbeing coaches are available to listen to
concerns on the work floor.
An external occupational physician and PAPSY (prevention
advisor psychosocial aspects) are available.
We monitor absenteeism as an indicator for wellbeing
[GRI 403-2] and conduct a monthly engagement survey.
Employee satisfaction is measured on a monthly basis in
an anonymous survey in Intuo. Respondents are always
able to add more detailed comments. The questions put
to employees in Intuo are linked to drivers that are very
important to the company: the relationship with colleagues,
the relationship with managers, ambassadorship, feedback
and recognition, and empowerment and personal growth.
The answers are shared within the Management Board
and within the departments in order to be able to work
specifically on action plans to strengthen the aforemen-
tioned drivers.
Good communication with our employees is key. That’s
why we endeavour to keep our employees informed about
developments in the organization, among other things
through our ‘Conversation Room’ platform and our private
working@vandevelde Facebook group.
We are also committed to encouraging employees to take
regular exercise and eat healthily. The following initiatives
have been launched:
• Fruit baskets
• Company bicycles
• Walk & Bike
• Showers
Site in Tunesië
At the Tunisian site all safety aspects are monitored by
one responsible person under the direct supervision of
management. Safety and health aspects are reported in
structural meetings. An external advisory doctor regularly
attends these meetings.
Occupational accidents are registered and investigated.
Corrective action is taken if necessary.
Three occupational accidents were recorded in 2021.
[GRI 403-2]
Initiatives are also taken to make the lives of employees
easier. These include organizing state bus services for
commutes, enlarging the sanitary facilities, optimizing
air conditioning and ventilation to combat the spread of
covid-19.
0,00
1,00
2,00
3,00
4,00
5,00
2019 2020 2021
< 1 m > 1 m
Absenteeism
| 98 |
Training and development
Development is something we do together. We strongly
believe that Van de Velde can only grow if our employees
are able to grow.
We are committed to personal development. We love iden-
tifying the talents that every employee has and helping
develop them. To do this we invest in courses, on-the-job
training and experience-oriented learning (by working on a
project, for example). Every year we draw up a training plan
with a good mix of group trainings and individual initiatives,
so that employees can acquire new (technical) knowhow
or improve their communication and management skills.
We also encourage internal mobility and cross-depart-
ment mobility. In 2021 internal candidates filled 40% of
all vacancies.
Sites in Belgium
Onboarding
It’s very important to us that new employees are quickly
integrated. If they hit the ground running they will gain
confidence and be able to work toward results quickly.
Onboarding starts with a word of welcome from the
CEO. That’s followed by a one-week training programme
presenting the various steps in our production process
in detail. This enables starters to actively take part in the
production process and also includes information sessions
at the various departments. The values, Ethical and Social
Charter, sustainability strategy and general corporate
culture are also presented.
Continual Development
We continue to invest in the permanent development of our
employees. In 2021, the standard for each employee was
2.2 training days. [GRI 404-1] Each employee can follow indi-
vidual training – sometimes in association with our industry
partner IVOC – or sign up for a company-wide training. An
annual training calendar is prepared, based on the needs
of the organization.
Special attention is also given to effective leadership
training programmes. Performance management trainings
were held in 2021.
Regular online courses and Lunch & Learn sessions are
held to give every employee the opportunity to deepen or
broaden their knowledge of topics connected with strategic
projects. For example, Lunch & Learn sessions on data and
digitization, sustainability, demand forecasting were held in
2021. These were given in both Dutch and English to ensure
international colleagues could also benefit.
total number of hours total number of trainingdays
0
5000
10000
15000
20000
25000
30000
35000
2019 2020 2021
18728
30131
2401 2240
3863
17470
Number of trainings (employees and hours)
available to Belgian employees [GRI 404-1]
| 99 |
Site in Tunisia
Permanent training and refresher courses are provided at
our Tunisia site. This is purely a production environment, so
investments are primarily focused on promoting versatility.
Training for permanent employees is focused on learning
new technical skills and models.
Around 130,000 hours of this training were given in 2021.
We also provide training opportunities as part of a learning
contract system in which employees complete their learning
pathway in two years. In 2021 this represented 115.000
hours of training. [GRI 404-1]
Anti-corruption
Van de Velde is committed to preventing any type of bribery
and corruption. An internal anti-corruption policy and whis-
tleblowing procedure was implemented in 2019. These
apply to all Van de Velde group employees.
All employees and freelancers are invited to report possible
cases of corruption and bribery in a confidential internal
procedure.
No reports were received in 2021. We have no knowledge
of incidents of corruption either.
Online anti-corruption training was followed by 74% of
white-collar employees in Belgium and abroad in 2020.
More office-based employees will follow the training in
2022. [GRI 205-1-2]
GDPR
There were no breaches of customer privacy in 2021. Van
de Velde has taken the steps needed to comply with GDPR
and ensure continuous vigilance.
In the latter case, with regular GDPR posts and mandatory
digital training for all white-collar workers across the group.
[GRI 418-1]
Focus on consumers
Consumers are the focal point of our organization.
VandeVelde cherishes its unique clientele, who are
practically all women. We are proud of providing these
women with high-quality lingerie in any phase of their life.
We value diversity and inclusion highly, which drives us
to make lingerie that fits perfectly whatever the size and
bodyshape. The range of sizes and styles continues to be
enlarged. We continue to innovate in order to ensure an
optimal fit and maximum comfort in the new additions
to the range (such as K cup in PrimaDonna).
And specially for our retail partners we also created the
VdV Academy, a tool that enables them to find the perfect
fit for their customers.
| 100 |
Plan International: Unlock the Power of Girls project
In September 2021 the VdV
Connect team launched a
“Walk & Bike Challenge”.
The target was to get as
many employees as possible walking or cycling a total of
20,000km throughout September.
The management team promised to donate EUR 10,000 to
Plan International if that target was achieved.
We choose to contribute to the project “Unlock the power
of Girls” which is very closely related to our mission
“Shaping the bodies and minds of women”. In this project
young girls in Benin are educated and thus an opportunity
to become more empowered women is provided.
The target was met. The EUR 10,000 we raised for this
project were subsequently bumped up to EUR 50,000 by
the European Regional Development Fund.
Support for (adolescents and)
women in society
Van de Velde is a family firm with deep local roots and an
intense awareness of its social responsibilities. Van de
Velde also encourages its own employees to take actions
to support these types of project, so that we can all give
something back to society. For this reason, we support
projects and charities that aim to improve the lives of women
and children, often in our immediate vicinity.
School Zonder Pesten
Van de Velde committed
to supporting a long-term
project to stamp out bully-
ing at schools in 2020.
The aim of the School
Zonder Pesten charity is to turn every school into a
FeelGoodSchool by banishing bullying as much as possi-
ble. The financial support we offer the organization was
used by School Zonder Pesten to put on five performances
of ‘Victor and his Feelgood Machine’ at local schools. Each
performance features a Victor hand puppet and a big book.
This initiative was continued in 2021.
Social investment fund
Van de Velde has also taken part in the ‘social investment fund’ for several years, helping support promising social entre-
preneurs, particularly those working to improve the job market opportunities of less privileged groups.
| 101 |
OUR RELATIONS
WITH PARTNERS
Van de Velde is a strong believer in building long-term relationships in the context of sustainable development.
This goes for raw materials suppliers and service providers, as well as customers around the world. The relationship with
our industry partners is also key.
Suppliers and subcontractors
The relationship with suppliers is an important criterion for evaluating the success of the business. By strengthening
the relationship with our suppliers we can help increase the positive impact on the whole value chain and the industry.
Supplier handbook
Van de Velde is committed to bringing collections to the
market on time and ensuring the constant superior quality
of our products. We do this thanks to our longstanding
partnerships with suppliers and subcontractors.
Van de Velde believes in sustainable long-term relation-
ships and the benefits of close partnerships. With this in
mind, since 2019 we have given a great deal of attention
to the supplier handbook and supplier contract, with due
consideration for the various aspects of the relations with
our suppliers. [GRI 102-10]
The quality guidelines are described in detail in this new
supplier handbook. To safeguard quality, Van de Velde
conducts specific quality checks on all inbound goods.
Alongside quality control one of the goals is to work hard
on quality assurance, with efficient, targeted spot checks
based on analyses and process agreements that ensure
quality is assured at all times, in close partnership with
our suppliers. Unnecessary tests and checks are avoided
as much as possible.
Since 2019 we have constantly worked to refine agree-
ments, strengthen partnerships and implement the supplier
handbook at all raw materials suppliers, with the aim of
safeguarding business continuity at all times in accordance
with the principle of ‘full on-time delivery in accordance
with quality demands and agreements’.
In 2021 supplier reporting was set up, in which each
supplier is given a quality rating. The supplier receives
a report asking it to take improvement actions after any
non-compliant delivery.
Five suppliers were identified as being in need of structural
improvement. Van de Velde initiated a transparent dialogue
with these five suppliers on their general quality perfor-
mance. The performance dialogues lead to action plans
aimed at improving the supplier’s quality rating. Suppliers
are contacted every three months to check their progress
and reinforce the long-term relationship. [GRI 204]
In recent years, Van de Velde has worked hard to intro-
duce the LEAN method in its processes. We endeavour
to transmit this method to our suppliers by working on a
partnership based on mutual trust and knowledge of each
other’s processes. [GRI 102-43]
Risk analysis
The lockdowns in response to the covid-19 pandemic in
2020 brought the importance of value chain continuity into
sharp focus. Van de Velde has invested heavily in upgrad-
ing its relationships with suppliers into valuable long-term
partnerships.
Business continuity was also given a great deal of attention
in 2021, along with the path to full economic recovery
post pandemic. No fundamental changes were made to
the structure or location of suppliers.
| 102 |
For the first time in a long while we faced disruptions in the
supply chain due to raw materials shortages and capacity
limitations in terms of both production and transport. We
again focused heavily on open communication and a long-
term vision, which enabled us to secure the complete trust
of our suppliers and partners. As a result, we were able to
minimize delays and safeguard our service. In our analyses
we identified raw materials that come from a single source.
In the months to come we will work further on double
sourcing so that we have more options when purchasing
some components in the future.
Van de Velde is committed to preventing any type of bribery
and corruption. As well as the anti-corruption policy that
applies to group employees, Van de Velde has also drawn up
an anti-corruption policy that must be signed by all business
partners. This is incorporated in the supplier handbook
and the supplier contract. Van de Velde has published the
related whistle-blowing regulation on its corporate website
at www.vandevelde.eu, enabling suppliers, including their
employees, to report suspected corruption to Van de Velde
directly. Van de Velde has not received any such reports
to date.
Corporate social responsibility with the Ethical and Social Charter
asguide
Van de Velde only works with suppliers that fulfil the princi-
ples of our sustainability vision. The following management
systems have been put in place to monitor this compliance:
1. Screening of new suppliers or service providers
Every prospective supplier undergoes thorough screen-
ing, with due attention for general company details and
the corporate social responsibility policy [GR 414-1].
Compliance with the nine basic human rights principles in
all activities at all locations is non-negotiable.
Van de Velde clearly takes its chain responsibility for
preventing child labour. Some of our subcontractors and
raw material suppliers are active in countries where child
labour is a known risk factor. By signing off the Social
and Ethics Charter, suppliers and subcontractors confirm
they do not employ children. We check compliance during
company audits. [GRI 408-1]
Suppliers must also be able to present an OEKO-TEX®
certificate (see ‘Sustainable products’ for more information)
and the Certificate of Country of Origin.
Suppliers must sign the following documents to show that
they accept them:
•
Reach declaration (see also “Sustainable Products” for
more details)
•
Anti-corruption (agreement with Van de Velde’s declaration)
•
SA8000 or other social certification (independent audit
report or agreement with the Van de Velde Charter)
Van de Velde only accepts suppliers if no flags are raised in
a risk assessment of the general and technical corporate
details and the aforementioned conditions are met in full.
[GRI 102-42]
2. Continual monitoring of existing suppliers or service
providers
There is a known risk of poor working conditions in the
textile industry. That’s why Van de Velde strictly monitors
supplier compliance with the principles of the Ethical and
Social Charter and requires them to be under independent
supervision. [GRI 102-12; GRI 414]
By agreeing with the Ethical and Social Charter, each
supplier undertakes to:
•
Comply with the nine principles of the Charter and
demand the same of its own suppliers
• Take part in the monitoring activities required by Van de
Velde
•
In the event of noncompliance, investigate the underlying
reason and set up a corrective plan in order to realign with
the expectations in the Charter
• Notify Van de Velde immediately in full of relevant busi-
ness relations with other suppliers and subcontractors.
Van de Velde is currently developing the following manage-
ment routines to check whether these principles are
followed:
| 103 |
Suppliers of raw materials:
Development of a methodology is ongoing to identify risk
factors at existing goods suppliers. In doing so, criteria and
weighting are established that could have an impact on their
social and ethical rating. A record is kept of such factors as
location, turnover trend, what social certifications (including
SA8000 and SMETA) are held and when they expire, and
the details of visits by Van de Velde.
We’re currently looking at how we can structure this moni-
toring methodology, at least make it less ad hoc, for all
goods suppliers, including their own subsuppliers.
The continuing covid-19 pandemic made it impossible to
conduct in-situ audits in 2021. This, among other things,
has forced us to think about alternative systems and ways
of working with our suppliers that provide the required
transparency.
[GRI 102-12]
Subcontractors (production)
Alongside our own site in Tunisia, Top Form is the second
most important source of PrimaDonna and Marie Jo lingerie
and swimwear production. TopForm has been a production
partner in South East and East Asia for more than 30 years.
The group has sites in Hong Kong, China, Thailand and
elsewhere. TopForm holds a number of social certifications
itself. Just as at our own plant in Tunisia, the independent
subcontractor we work with in Tunisia is audited annually
by an independent body (SGS) to ensure it complies with
the SMETA principles.
Van de Velde carries out its own audit of other subcontractors
that are unable to present an external audit report to check
that our Ethical and Social Charter is being complied with.
In normal circumstances Van de Velde managers visit
subcontractors in Tunisia and China several times a year
to conduct regular checks of compliance with the Charter.
However, given that restrictions in response to the covoid-
19 pandemic meant that it remained impossible to travel
to these facilities in 2021, the managers held a regular
virtual meeting –at least once a week– to stay up to speed
on the situation. No breaches were identified in 2021. We
also help our subcontractors to draw up action plans to
ensure continual improvement. In doing so, we endeavour
to convince our subcontractors to apply for independent
certification (SA8000, SMETA or WRAP).
Other categories
As well as goods suppliers and (production) subcontractors,
Van de Velde has an extensive portfolio of other business
partners. An increased risk has been identified in a number
of specific categories in recent years, including transport
companies. These categories will be given more attention
in the structural monitoring plan we are drawing up.
| 104 |
Customers
Retail Partners
Van de Velde considers its customer base of independent
retail partners to be its preferred channel. The focus on
this channel was continued unchanged in 2021. During the
successive periods of lockdown in the different markets,
we have taken various initiatives to strengthen the retail
partners, for example through marketing campaigns or by
offering support in the acceleration to digitization. We have
also made sure to keep our collection range strong and to
place our products on the market at the right, appropriate
moments. We were rewarded for this with high NPS
(NetPromoter Score) of 76 in June 2021 and 75 in December
2021. Our customer satisfaction and customer loyalty scores
both improved again in 2021.
0
10
20
30
40
50
60
70
80
dec / 21jun / 21dec / 20jun / 20dec / 19jun / 19
NPS
Industry organizations
As well as taking responsibility in the communities where our employees and customers live, Van de Velde is also highly
active in professional circles. We are a member of numerous organizations, which are a source of information but also a
chance to share our own knowhow and experience. Van de Velde is a member of the following organizations: [GRI 102-13]
| 105 |
PROTECTING
THE ENVIRONMENT
It is obvious to Van de Velde that care for people is directly
connected to the duty to care for their environment. Our
products are designed to retain their high quality for a long
time and in the production process we invest efforts to
reduce their environmental impact. Van de Velde has a rich
tradition of craftsmanship and pursues the highest quality.
We are not in the fast fashion business; our products are
designed to be worn for a long time. The long product life-
cycle is one of our assets given the changes to the climate.
In our supply chain, we set the goal of reducing waste in
every step of production and distribution, and in our day-to-
day activities. This covers a host of action items, including
production (post-industrial) waste, single-use plastics and
production packaging.
Van de Velde targets the efficient consumption of water
and energy at all our sites. Waste and energy consumption
at our own production facilities in Belgium and Tunisia are
covered elsewhere in this report. We have been able to
make a lot of improvements in the past with adapted
insulation, solar panels, tailored light and temperature
regulation and noise reduction. This year again we want to
continue to raise awareness among our employees, which
will able us to reduce consumption.
As a company we want to guarantee our customers that
our products are manufactured in a reliable, clean and
sustainable supply chain. To do so, we make very deliberate
decisions about where we buy our materials, where we
manufacture our products and how we distribute them.
Sustainable products
Long life
Van de Velde products are known for their excellent fit and
quality. Our products last for years, without loss of quality.
That is something we can guarantee because of our
stringent, intensive development process. Each material
is thoroughly inspected and the products are extensively
tested. The high quality prevents the creation of a throwaway
culture with regard to our products.
Quality certifications
We guarantee the safety of all our products for consumers
by requiring all our suppliers to comply with the REACH &
OEKO-TEX® standards. This provides peace of mind that
the products do not contain harmful chemicals or allergens.
[GRI 416-1]
STANDARD 100 by OEKO-TEX® is
a consistent, independent global test
and certification system for textile
raw materials, semifinished and finished textile products and
accessories in all stages of production. Products covered
by STANDARD 100 by OEKO-TEX® certification are unpro-
cessed and painted/refined threads, woven and knitted
fabrics, accessories (buttons, zippers, sewing threads and
labels), and various kinds of ready-to-wear articles, including
all sorts of clothing and lingerie, linen, bedding and towel-
ling. OEKO-TEX complies with the EU’s REACH regulation
and gives due consideration to the requirements set out in
Annexes XVII and XIV of the EU’s REACH chemicals regu-
lation and the ECHA SVHC candidate list when the expert
group of the OEKO-TEX® Association deems them relevant
to fabrics, textile, clothing and accessories. Standard 100
by OEKO-TEX® improves consumer safety. In many cases,
test criteria and limit values go far beyond applicable national
and international standards. Extensive products checks and
regular company audits also help ensure the industry is
aware of the need for the responsible sustainable use of
chemicals.
Every Van de Velde supplier of raw materials and finished
articles must be able to present their OEKO-TEX certification
to Van de Velde at all times. Certification is not only checked
during screening. Valid OEKO-TEX certification must also be
presented to Van de Velde upon its annual renewal. These
| 106 |
are registered in our ERP system with their expiry date and
frequent checks are conducted on the expiry date.
REACH is a European Union regulation
that protects people and the environment
against harmful chemicals and strength-
ens the competitive position of the EU’s
chemicals industry. REACH is focused on
stimulating alternative methods for assessing the danger
posed by substances to reduce the volume of animal testing.
REACH stands for registration, evaluation, authorization and
restriction of chemicals. It became effective on 1 June 2007.
In principle, REACH applies not only to chemicals used in
industrial processes but to all chemicals in everyday prod-
ucts, such as cleaning products, paint, clothing, furniture
and electrical appliances. That means that the regulation has
consequences for most companies in the EU.
Every Van de Velde supplier of raw materials or finished
products must sign its own REACH certificate during the
screening procedure prior to any potential partnership. In
doing so, the supplier provides us with assurance that it
fulfils REACH requirements and will take action whenever
needed to ensure its production process complies with
REACH updates and amendments. The certificate with date
is registered in our ERP system.
Where necessary we will conduct additional spot checks in
association with accredited laboratories, such as Centexbel
in Belgium. [GRI 416-2]
Replacement of materials with more environmentally friendly
alternatives
For our lingerie and swimwear we primarily use synthetic
fabrics such as polyamide and polyester, mixed with elas-
tics. The big advantage of this combination is that they
produce a good fit and provide an ultimate level of comfort,
while being durable and easy to clean.
Given their specific advantageous characteristics and the
scarcity of natural fabrics, synthetics remain the best choice
for our products. Our lingerie holds its shape well and is
colourfast, so they are worn for a long time before they are
thrown away. This is a big plus within the context of the
circular economy, where the focus is on ensuring a long
product life. These products often end up in the secondary
circuit through clothes banks and vintage stores.
The traditional polyamide and polyester fibres are made
from oil derivatives. Based on the circular philosophy,
alternatives that promote closed material recycling loops
are also investigated to reduce demand for these primary
natural resources. For example, in recent years there has
been a fast-accelerating trend towards manufacturing
polyamide and polyester fabrics from production offcuts
(recycled variant) or even biomass (bio-based variants).
These eco-friendlier fabrics were used for the first time
in the spring/summer 2022 swimwear collections and
the autumn/winter 2022 lingerie collections. These new
variants were developed in close collaboration with our
regular raw materials partners.
Materials made from recycled poly-
amide are also GRS-accredited. This
Global Recycled Standard is accepted
the world over as a guarantee of an
eco-friendly production process. This eco-friendly polyam-
ide is already used in 14series (three brands) in the autumn/
winter 2022 collection.
For the moment there are no valuable eco-friendly
alternatives to elastane and polyurethane (used for cups),
which remain key components in the quest for comfort
and a good fit. Extensive research is needed to assess the
feasibility of any switch.
| 107 |
End product packaging
We started to eliminate the use of single-use plastic for
finished product packaging in 2021. All branded plastic bags
–in which the swimwear of the 3 brands were packed–
have been replaced by a box made of recycled cardboard.
In 1 year time, more than 10,000 kg of plastic was saved.
The packaging of the Color Studio briefs was also tackled in
2021: the plastic box was replaced by recycled cardboard.
This is a saving of more than 100,000 plastic boxes on an
annual basis.
Waste management facilities
Sites in Belgium
The volume and ratio of recyclable to unrecyclable waste in
2021 were comparable with the 2019 values. The volume
of unrecyclable industrial waste and cardboard was lower
in 2020 due to the reduced production volume and the
smaller workforce (because of the pandemic).
The majority of unrecyclable industrial waste is fabric
offcuts from the cutting room (62% of the total). Cardboard
waste mainly comes from packaging used by contractors,
the cutting room and other staff. These waste flows are in
proportion to the production activities. [GRI 306-2]
Green waste is a non-recurring item due to the rebuilding
of the parking lot.
% recyclable % non-recyclable
0
20
40
60
80
100
2019 2020 2021
0
50000
100000
150000
200000
250000
green wasteindustrial wastewoodfoilcardboard
2019 2020 2021
Recyclable waste trend (%)
Change to types of waste (kg)
| 108 |
In the future, we aim to continue to reduce waste by
raising awareness among employees, including specific
training, ensuring the proper use of the mini-container
stations at both sites and setting up projects with clear
targets at various departments. These projects will be
incorporated into an overall sustainability plan.
Site in Tunisia
Best efforts are also made to limit waste at the production
plant in Tunisia. For instance, carboard and plastic packaging
(used for raw materials) are reused as much as possible.
The same reusable containers are used as much as possible
for the transport of the cut parts to our production site in
Tunisia and for the return of the finished products to Belgium.
Used textile (such as haberdasheries or offcuts) is sorted
and collected separately.
Energy
Energy is used throughout production and we can only
have an indirect impact on the early stages of the supply
chain through our relationship with our suppliers. However,
where possible, we very consciously endeavour to reduce
energy consumption and use more sustainable forms of
energy. [GRI 302-1]
Sites in Belgium
Gas consumption increased in Schellebelle compared
with recent years, mainly caused by the pandemic. Gas is
primarily consumed to power the heating in the offices. The
heat recovery system was deactivated, as the supply of
clean air was preferred to optimize the air quality. The inside
doors were kept open wherever possible to maximize
ventilation and prevent the spread of the coronavirus as
much as possible. Taken together, these actions had a
negative impact on gas consumption, but helped keep
the number of infections at a low level.
Gas consumption in Wichelen, which is also mainly
heating-related, remained at the 2020 level. The difference
compared with 2019 is due to the gradual positive impact
of earlier measures, such as the full insulation of the roof
at Meerbos 22 and the installation of a heat pump.
2019 2020 2021
0
100
200
300
400
500
600
700
800
MWh
2019 2020 2021
0
100
200
300
400
500
600
700
800
MWh
Gas consumption at Schellebelle main ofce
Gas consumption at Wichelen site
| 109 |
2019
MWh
2020 2021
0
100
200
300
400
500
600
700
800
2019
MWh
2020 2021
0
500
1000
1500
2000
Electricity consumption at the Schellebelle head ofce
Electricity consumption at Wichelen site
Electricity consumption in the Schellebelle offices
continued to decrease, due to previous initiatives in which
adjustments were made to the air conditioning and the
LED lighting was installed in a number of departments.
The rise at the Wichelen distribution centre is primarily due
to increased ventilation to ensure a good supply of clean air.
2019 2020 2021
0
100
200
300
400
500
600
700
800
MWh
Electricity consumption at Tunisia production site
Site in Tunisia
A number of steps have been taken in recent years to
optimize energy consumption: additional roof insulation
was installed and part of the air conditioning system was
replaced. The light and temperature settings were also
adjusted.
Energy consumption increased this year:
•
A new production process was installed for moulding
fabric into cups. This process used to be outsourced,
but it was brought in-house two years ago to shorten
supply and production chains (vertical integration). High
temperatures are needed to mould synthetics. This
impacts the total energy consumption of the site.
•
The increased ventilation and air conditioning during
the height of the pandemic also led to a slight rise in
consumption.
In the future we will look to the most sustainable, eco-friendly
energy forms for new investments.
| 110 |
Carbon emissions
A study was launched in association with an external consul-
tancy at the end of December 2021 to gain clear insight into
Van de Velde’s carbon footprint at group level. The study
covers the calculation of scope 1 and 2carbon emissions
from all activities that are under the group’s operational
control. Scope3 has been included from the start, given
that the supply chain accounts for a large part of the carbon
footprint. The calculation is based on the GHG Protocol.
A carbon reduction plan will be developed with feasible
targets and a choice of initiatives with a positive impact,
based on the results of this report.
EU Taxonomy
Van de Velde’s activities cannot be directly linked to the
sectors listed, so they are currently appointed to be ineligible.
The calculation was skipped this year, based on the assump-
tion that the percentages would always be lower, as there
were no special climate change mitigation or adaptation
investments in 2021. The decision was made to report 0%
for the KPIs Turnover, Capex and Opex.
Preparations are ongoing to align future activities and report-
ing with the EU Taxonomy (detailed mapping and actual
percentages). Attention will also be given to how Turnover,
Capex and Opex are linked to the activities.
ABOUT THIS REPORT
The subject of this sustainability report is Van de Velde
and its consolidated associates. A full list of entities is
provided in note 27 of chapter 5 of the annual report. This
annual report, this time regarding 2021, is based on the
GRI standard (core version). To provide insight, we selected
the main stakeholders and KPIs. We have endeavoured to
honour all reporting principles (completeness, stakeholder
inclusiveness, materiality and sustainability context) when
developing the materiality of the issues under discussion.
[GRI 102-46/50/52/54]
Contact
Any queries you may have about this sustainability report can
be sent to info@vandevelde.eu or directly to the sustainability
manager. [GRI 102-53]
| 111 |
GRI standard Disclosure Page Number
General disclosures
GRI 102: General disclosures 102-1: Name of the organization Page 91
102-2: Activities, brands, products and services Page 91
102-3: Location of Headquarters Page 91
102-4: Location of operations Page 91
102-5: Ownership and legal form Page 91
102-6: Markets served Page 91
102-7: Scale of the organization Page 91
102-8: Information on employees and other workers Page 94-97
102-9: Main elements of the supply chain Page 107-109
102-10: Signicant changes to the organization and its supply chain Page 107
102-11: Application of the Precautionary Principle approach Throughout entire report
102-12: List of externally-developed economic, environmental and social initiatives Throughout entire report (SA8000, REACH, …)
102-13: List of main memberships of associations Page 110
102-14: Statement from CEO about sustainability and strategy Page 7-12
102-15: Key impacts, risks, and opportunities
102-16: A description of the organization’s values, principles, standards, and norms of behavior Page 95
102-18: Governance structure Page 17-21
102-40: List of identied stakeholder groups for VdV Page 83
102-41: Collective bargaining agreements “Missing:
- Percentage of total employees covered by
collective bargaining agreements.”
102-42: Basis for identifying and selecting stakeholders Page 108
102-43: Approach of stakeholder engagement Page 107
102-44: Key topics and concerns raised through stakeholder engagement
102-46: Explanation of process for dening report content and topic Boundaries and how the
organization has implemented the four Reporting Principles
Page 116
102-47: List of material topics identied Included in 102-42
102-48: Effects of any restatements of information given in previous reports and the reason for
the restatement
NA
102-49: Signicant changes in reporting method NA
102-50: Reporting period for the information provided Page 116
102-51: Date of the most recent previous report NA
102-52: Reporting cycle Page 116
102-53: Contact point for questions regarding the report Page 116
102-54: Claim of reporting in accordance with the GRI Standards Page 91-116
102-55: GR content index Page 117
102-56: External Assurance Page 99-100
Material topics: Economic impacts
GRI 204: Procurement Practices 204: Procurement Practices Page 107
GRI 205: Anti-corruption 205-2: Communication and training about anti-corruption, policies and procedures Page 105
GRI 206: Anti-competitive
behavior
206-1: Legal actions for anti-competitive behavior, anti-trust, monopoly practices Page 105
Index [GRI]
| 112 |
GRI standard Disclosure Page Number
Material topics: Social impacts
GRI 401: Employment 401-1: Total number and rate of new employee hires and employee turnover Page 97
GRI 403: Occupational Health and Safety 403-2: Types of injury and rates of injury, occupational diseases, lost days, and absenteeism, and
number of work-related fatalities
Page 101-102-103
GRI 404: Training and education 404-1: Average hours of training per year per employee Page 104-105
GRI 405: Diversity and equal opportunity 405-1: Diversity of governance bodies and employees Page 96-97
GRI 406: Non-discrimination 406-1: Incidents of discrimination and corrective actions taken Page 96
GRI 407: Freedom of association and collective
bargaining
407-1: Operations and suppliers in which the right to freedom of associations and collective
bargaining may be at risk
Page 99
GRI 408: Child Labor 408-1: Operations and suppliers at signicant risk for incidents of child labor Page 97
GRI 409: Forced or compulsory labor 409-1: Operations and suppliers at signicant risk for incidents of forced or compulsory labor Page 98
GRI 414: Supplier social assessment 414-1: New suppliers that were screened using social criteria Page 108
414-2: Negative social impacts in the supply chain and actions taken
GRI 416: Customer health assessment 416-1: Assessment of the customer health and safety impacts of product and service categories Page 111
416-2: Incidents of non-compliance concerning the health and safety impacts of products and
services
Page 112
GRI 418: Customer Privacy 418-1: Substantiated complaints concerning breaches of customer privacy and losses of customer
data
Page 105
Material topics: Environmental impacts
GRI 302: Energy 302-1: Energy consumption within the organization Page 114
GRI 306: Efuents and Waste 306-2: Waste by type and disposal method Page 113
