Annual Report
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Annual Report 2022
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Contents
ANNUAL REPORT 1
INTRODUCTION 3
SATS in short 3
Our vision and our values 4
Highlights 2022 5
Our history 6
Letter from the CEO 8
This is SATS 9
Vision 9
Values 9
Strategic aspiration 9
Growth levers to drive value creation 11
Fresh Fitness 12
Where we operate 13
Norway 13
Sweden 14
Finland 15
Denmark 16
Shareholder information 17
Investor Relations policy 17
Governance principles 17
Share capital 17
BOARD OF DIRECTORS’ REPORT 19
Analysis of the 2022 financial statements 19
Risk profile and risk factors 21
Events after the balance sheet date 25
Going concern 25
Sustainability at SATS 25
Shareholder information 25
Corporate governance 25
Business and industry outlook 26
Board of Directors 27
Extended management 28
Responsibility statement 29
CORPORATE GOVERNANCE 30
Implementing and reporting on
corporate governance 30
Business 31
Equity and dividends 31
Equal treatment of shareholders 31
Shares and negotiability 32
General Meetings 32
Nomination Committee 32
Board of Directors: Composition and
independence 32
Work of the Board of Directors 33
Risk management and internal control 34
Remuneration for the Board of Directors 34
Remuneration for executive personnel 34
Information and communications 35
Takeovers 35
Auditor 35
SUSTAINABILITY REPORT 36
SUSTAINABILITY HIGHLIGHTS 37
SUSTAINABILITY MANAGEMENT 38
About the sustainability report 38
Sustainability governance 39
Stakeholders 40
Management approach 41
SATS and the UN Sustainable
Development Goals 42
SATS’ sustainability targets 43
Responsible procurement 44
ENVIRONMENT 45
Energy management 45
Circular resource management 48
Water management 48
SOCIAL 49
We are the Inspirators! 50
Community 56
Mindfulness 56
Sustainable nutrition 56
Member safety 57
Diversity, equality and inclusion 60
Skills and education 63
Human rights and respectful workplaces 64
Employee safety 66
GOVERNANCE 69
Customer rights and data protection 70
Business ethics and integrity 70
FINANCIAL STATEMENTS 71
CONSOLIDATED FINANCIAL STATEMENTS 72
Consolidated statement of profit or loss 72
Consolidated statement of
comprehensive income 73
Consolidated statement of financial position 74
Consolidated statement of changes in equity 75
Consolidated statement of cash flows 76
Notes to the consolidated
financial statements 78
FINANCIAL STATEMENTS
PARENT COMPANY 112
Statement of profit or loss 112
Statement of financial position 113
Statement of financial position 114
Statement of cash flows 115
Notes to the financial statements 117
AUDITOR’S REPORT 124
ALTERNATIVE PERFORMANCE
MEASURES 126
APPENDIX 128
Task Force on Climate-related
Financial Disclosures report 129
GRI Index 133
Definitions 135
PAGE 3 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
SATS in short
Everyone is welcome at SATS, and our members
have full flexibility to tailor their packages to
address their individual needs. We offer cutting-
edge studio facilities for individual training,
the broadest selection of group training with
superior programming, and highly qualified
personal trainers for specialized training and
individual coaching. We also have a strong
focus on supporting our members through
online training and digital tools for when they
are not able to physically visit our club facilities.
We are constantly working with trend research
and innovation to be the industry’s best and
most forward-looking fitness chain.
1)
Based on figures provided by EuropeActive.
#1 POSITION IN NORWAY
1
with 122 clubs and 325,000 members
#2 POSITION IN DENMARK
1
with 29 clubs and 82,000 members
#1 POSITION IN FINLAND
1
with 32 clubs and 70,000 members
#1 POSITION IN SWEDEN
1
with 92 clubs and 244,000 members
Introduction
PAGE 4 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Our values serve as the compass that leads
our actions and behaviour in our daily work.
I put MEMBERS FIRST
– our members are the foundation of everything
we do and our number one priority. In every
situation, we go out of our way to create value
for our members. We make our members feel
special, we encourage their progress, and we
see the individual.
I am ACCOUNTABLE for what I do
– accountability is about delivering what
we promise. We always set a good example
for others and perform our duties diligently.
In cases where errors are made, we take
responsibility for fixing them as quickly as
possible.
I am PROFESSIONAL
– we set the standards for our industry and
have the most dedicated and competent
employees. We all act and contribute to help
SATS achieve its goals and be perceived as the
preferred partner. We are always good SATS
ambassadors.
I am EXTRAORDINARY in everything I do
– together as a team, we create experiences
that our members will remember and surpass
their expectations. We take every opportunity
to glow, and we take advantage of being big,
without losing the personal touch.
We make people healthier and happier!
SATS’ vision is to make people healthier and
happier. To achieve this, we are dedicated to
helping our members succeed in their training—
since we know from decades of industry
experience that regular training is the best way
to stay committed and become healthier and
happier.
To achieve our vision and help our members
succeed in their training, we have the most
competent, dedicated and inspiring staff, the
broadest product offering with world-class
quality, and the best presence with the widest
network of physical clubs and industry-leading
digital offerings. We promise both members
and non-members that we will take an extended
responsibility toward training and physical
activity in society.
Our vision and our values
PAGE 5 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
1)
Adjusted EBITDA before the impact of IFRS 16.
Members
Thousand
Adjusted EBITDA
1
NOK million
Revenues
NOK billion
Clubs
Highlights 2022
2018
2019
2020
2021
2022
248
253
262
203
275
+5%
687
628
669
569
2018
2019
2020
2021
2022
721
+8%
3.9
3.5
3.2
3.2
2018
2019
2020
2021
2022
4.1
26%
2018
2019
2020
2021
2022
14%
4% 4%
-5%
17%
573
146
(169)
539
145
1)
Like-for-like
Members per club
Number of club workouts
Yearly health effect
37.7
Million
2,621
(LFL
1
members
per club back to
2019-levels)
~13,000
Quality-adjusted
life years (QALYs)
PAGE 6 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
1995
SATS is launched in Norway by
re-branding 8 existing fitness
clubs.
2003
SATS establishes its first clubs
in Finland.
2010
Fresh Fitness is launched as a
low-cost alternative in Norway
and Denmark.
2006
TryghedsGruppen smba
acquires SATS.
Our history
1999
SATS acquires the Swedish
Sports Club group and
establishes its operations in
Sweden.
1998
SATS operates 49 fitness
clubs and is acquired by the
American fitness club group 24
Hour Fitness Worldwide.
2001
ELIXIA is launched, and by year-
end the chain operates a total
of 16 fitness clubs in Norway
and Finland.
2000
SATS becomes the first chain
in the Nordics to offer personal
training.
The expansion continues, and
after entering Denmark, SATS
operates 100 clubs in the
Nordics.
2002
The private equity investor
Nordic Capital and the
Norwegian founders of SATS
acquire SATS from 24 Hour
Fitness Worldwide.
PAGE 7 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
2011
ELIXIA is acquired by Altor, a
private equity investor (Altor
Fund III).
2016
SATS launches Online Training
along with multiple niche
training concepts, including
HiYoga, Build’n Burn, and
Martial Arts.
2014
SATS and ELIXIA merge,
creating the largest fitness
chain in the Nordics.
2018
All ELIXIA clubs in Norway and
22 Fresh Fitness clubs across
the Nordics are rebranded to
the SATS/ELIXIA concept.
SATS launches a new member
app with social networking
functionality.
2017
SATS introduces a modular
membership structure, where
members can tailor their own
package.
2020
SATS steps up expansion and
opens 15 clubs, of which 6 in
Norway, 7 in Sweden and 2 in
Finland.
Club openings: 15
2019
SATS acquires fitness dk,
consisting of 39 fitness clubs,
to re-enter the Danish market
after leaving in 2013.
SATS ASA is listed at the Oslo
Stock Exchange.
2022
SATS launched the HIIT group
training concept.
Club openings: 19
2021
SATS launches SATS Online,
a new digital home training
offering.
Club openings: 10
PAGE 8 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Dear Reader,
Thank you all for a healthy and happy 2022! What a great
effort our members have put forward. New members have
established new habits, and existing members have maintained
their already well-established training routines, coming back
again and again. This resulted in 37.7 million workouts being
completed in our clubs during the year, representing a 7
percent increase from pre-pandemic 2019. This is a significant
contribution to the public health in the Nordic population.
Fighting inactivity is embedded in SATS’ vision of making
people healthier and happier and contributes to the
achievement of UN Sustainability Goal #3, Good health and
well-being. We have calculated the public health off of all
SATS members who reach the World Health Organization’s
recommendation of 75–100 minutes of vigorous-intensity
aerobic physical activity per week at SATS. During 2022, our
members have contributed through their activity to around
13,000 quality-adjusted life years (QALYs). We are so proud of
this—13,000 more years of good health! Translating that into
the socio-economic welfare gain, the contribution is worth
around NOK 18.5 billion. The effect of taking one person
from being physically inactive to active is so important, not
only for the individual, of course, but also for society. This
is where SATS’ expertise is and where we can really make a
sustainability contribution.
At its start, 2022 was a challenge since the restrictions related
to the pandemic were still having a heavy impact on the
product offering to our members. For example, our clubs in
Helsinki were closed, and we could not offer any classes to
our members in Oslo. The recovery started once society went
back to normal, but our financial performance was affected
by not only this recovery phase but also the more challenging
macroeconomic situation that evolved during the second
half of the year, which increased our costs significantly. Total
revenue amounted to NOK 4,082 million, an increase of 26
percent compared to 2021. Adjusted EBITDA before impact of
IFRS 16 increased by 315 million to NOK 145 million.
The key focus for SATS has been to recover the member base
and then continue to grow members per club to regain a solid
financial position. SATS’ public health mission and financial
targets truly go hand in hand. The more members we recruit,
and the more people who will go from passive to active, the
more financially sustainable SATS is. Therefore, we are very
proud that we ended the year with a record-high member
base of 721,000 unique members. It has been a pleasure to
welcome all the new members who have started their new
journey with us in the past few months.
Onboarding all the new members and facilitating good
training experiences would not have been possible without our
amazing colleagues, who have worked systematically to help
our members succeed with their training. I would like to take
the opportunity to thank all of our 10,000 colleagues for their
tremendous efforts during this year of recovery. Thank you for
living according to our values, putting members first, and being
accountable, professional, and extraordinary!
Sondre Gravir
CEO
Letter from the CEO
“Fighting inactivity is embedded in
SATS’ vision of making people healthier
and happier and contributes to the
achievement of UN Sustainability Goal #3,
Good health and well-being.“
PAGE 9 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
This is SATS
VISION
At SATS, we always strive toward our vision of making people
healthier and happier. The Nordic population is among the
most physically active in the world, and approximately 20
percent of the population belongs to a fitness club. However,
people spend more than 60 percent of their waking hours
sitting or resting. We aim to change this trend by helping
people become more active. Helping people become healthier
and happier is also at the core of building a profitable business.
Based on decades of experience in the fitness industry, we
know that active members are loyal members, who keep their
habit over time.
We truly delivered on our vision in 2022, with 37.7 million
workouts in our clubs. This represented an increase of 43
percent compared to 2021 and an increase of 7 percent from
pre-pandemic 2019, which may be more comparable. The
increase per paying member was 8 percent. We have worked
systematically to help our members succeed with their training
and will continue to do so also in the year to come.
VALUES
Our values are Members First, Accountable, Professional,
and Extraordinary. They represent the heart of our culture and
the “how” when we make decisions. When we interact with
members and colleagues, our values should automatically
guide us. We believe in the importance of building a strong
value-based culture. Our overall goal is for everyone in the
company to know the SATS vision and values, reflect on them,
and use them in their daily work. In the SATS Engagement
survey from October 2022, more than 90 percent of our
colleagues who responded said that they live our SATS values
in their daily work. We will continue to work with our culture
throughout our clubs and service offices in the Nordics going
forward.
STRATEGIC ASPIRATION
In order to achieve our vision, SATS has developed a strategy
that aims to help its members succeed with their training
while simultaneously allowing the company to grow profitably
faster than the market. This strategy is built on four pillars—
People, Products, Presence, and Promise—and is enhanced
by our position and One Company model. The Promise pillar
represents a commitment to take responsibility beyond paying
members. Sustainability is thus integrated into the way of
doing business at SATS and is at the core of all decision-
making.
People
Our members make it because we have the most competent,
dedicated, and inspiring employees.
SATS is a people company. We exist because of our members
and our employees. During 2022, we saw record-high member
satisfaction numbers in all markets. This would not have
been possible without all the hard work by the fantastic SATS
employees who ensure great member service is a top priority in
our clubs.
To maintain a healthy lifestyle, people need extraordinary and
professional support. This is what our almost 9,000 employees
do every day. The talent, commitment, and energy of our staff
are evident every day in the way they help and motivate our
members at their own level, regardless of previous training
experience, to better reach their goals. Our goal is for our
members to succeed because we have the most competent,
dedicated, and inspiring employees.
MAKE PEOPLE HEALTHIER AND HAPPIER
ONE COMPANY
Club operating model | Customer journey, CRM & sales process | Organization, culture and values
INSPIRATOR
Brand position and marketing
VisionFoundation Position Strategic
pillars
PEOPLE
• People develop ment
and talent attraction
PRODUCTS
• Core club offering
• Add-on services
• SATS Online
• Membership &
pricing
PRESENCE
• Existing clusters
• New clusters
• Digital offering
PROMISE
• Improving public
health in a
sustainable way
PAGE 10 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Product
Our members make it because we have the most complete
product offering, with world-class quality, packaged in the right
way at the right price point.
Our ambition is to have the most complete and inspiring
product offering distributed in the right clubs at the right
time, thus creating unique member experiences. Our offering
includes studio training for individual strength and cardio, more
than 100 different group training classes, concepts, personal
training sessions, boot camps for smaller groups, out-of-club
training classes, including both online and outdoor training,
and retail shops providing members with the right equipment,
apparel, and nutrition. While our offering is comprehensive,
we aim to make it easy to understand it and tailor it to our
members’ needs. Our product development strategy centers
around continuous innovation and making sure we take part
in the latest training trends. Based on customer insights and
analysis, we adapt and bring a carefully selected number of
these trends to our markets.
Presence
Our members make it because we help them train wherever they
are—both by having the widest network of physical clubs and
leading digital capabilities to engage, motivate and guide.
We know that convenience and proximity are crucial to
reducing the barrier to engaging in physical activity. In order to
help our members maintain good training habits, and to attract
new members, our clubs must be in the most convenient
locations. Our growth strategy is to establish clubs that are
strategically located in attractive and densely populated areas,
ensuring that members can train near their homes, workplaces,
or other locations. SATS Group, with all brands together, is the
fourth-largest fitness chain in Europe and the only chain that
offers clubs in four Nordic capital cities. In our two largest city
clusters, Stockholm, and Oslo, we have more clubs than any
competing chain, especially in central areas. Additionally, by
having many clubs in the same city, SATS can offer a broad and
deep product portfolio, with specialized clubs, niche training
concepts, and coordinated group training schedules. Since
half of our members use more than one club, we know that our
members value the opportunity to use multiple clubs.
In addition to the large network of physical clubs, SATS also
has a strong digital presence and digital overlay of products
and services. We use digital tools to operate our clubs in a
more efficient way, and more importantly as a tool to motivate
and engage our members to work out. Our digital services
should encourage and motivate members to work out more
frequently and do more varied workouts than the services of
any other owner.
Promise
Our members (and non-members) make it because we promise
to take an extended responsibility toward training and physical
activity in society
Physical inactivity is a serious public health problem. Thanks to
its competence and product offering, SATS is in a unique
position to contribute to a reduction in inactivity, thus
improving public health. We have therefore delivered a promise
not only to help our members succeed, but also to help
non-members increase their activity level. We want to
contribute to the UN’s Sustainable Development Goals (SDGs),
and have decided to focus our contribution to the following
goals:
These are the goals that overall are deemed most important
to the company’s stakeholders and most likely to benefit
from SATS’ contribution. They go hand in hand with the
company’s strategy and values and are closely linked to the
core competencies of the organization. This work, which is
described in more detail in the sustainability section, will help
us achieve our vision of making people healthier and happier
and contribute to public health in society at large. Ultimately,
we want to make people healthier and happier in a sustainable
way.
Our position as an inspirator
We want to make sure that our members, whenever and
wherever they visit a SATS club or utilize the SATS digital
offering, will experience the same inspiring experience
and personal service. All our staff, whatever their role, are
expected to act in such a way that they are perceived to be
true inspirators in our industry. We do this by motivating each
member at their own level, ensuring that their training becomes
PAGE 11 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
a long-term habit. Everyone should feel welcome to join our
SATS community, regardless of previous training experience.
And we aim to create a joyful atmosphere that makes going to
the gym a little bit easier.
This position is well established among our staff. In the
October 2022 employee survey, around 90 percent of the
respondents answered that they integrate SATS’ role as an
inspirator into their daily work.
Foundation – one company
We work with one operating model, one culture, and one
passion for training to make sure that we exceed our members’
expectations. We strongly believe it is very important that we
work together as a chain with a common operating model and
culture across club formats and country borders. This means
that our staff follows the same operating procedures in terms
of cleaning, health and safety, and maintenance to make sure
that every club offers the SATS experience. This common way
of working and close collaboration between countries is a great
platform that drives efficiency in our operations and continuous
improvement. Working with the same routines across clubs
enables us to identify high performers and bring their learnings
into the rest of the clubs.
A common operating model makes it easier to support the
clubs with the tools they need to run the clubs efficiently,
for example by digitalizing key parts of the club routines.
Altogether, this means that we are moving as one toward
delivering a great member experience with every visit.
GROWTH LEVERS TO DRIVE VALUE CREATION
SATS sees several avenues for growth going forward. In the
short term, club growth will slow compared to the high growth
seen during the pandemic, but there is significant potential in
growing the member base at the existing clubs. This member
recovery has been the key focus for SATS during the second
half of 2022 and will continue to be a key focus in 2023 as well.
We see four main routes to increasing the number of members
per club. First, we continue to work with our product offering
to make our clusters, as well as single clubs, more attractive
for existing and potential members. Second, for some clubs,
there is a substantial upside in upgrading or relocating in order
to improve the club quality and/or micro-location. Third, we
optimize the club layout and equipment mix to facilitate more
members per square meter at our fullest clubs. Fourth, we
downsize and/or relocate clubs with too much space relative to
the member base in order to optimize club layout and improve
club space utilization.
In the longer term, we will keep growing the club portfolio,
expanding in existing clusters, and potentially also entering
new attractive clusters. We also see an opportunity to improve
the average revenue per member by offering adjacent products
and services, continued development of our personal training
and retail offering, and pricing optimization.
We continue to improve the scale and platform advantages
as the operating leverage drives a high drop-through of
incremental revenues. In addition, we will focus on club and
overhead cost discipline.
“We also see an opportunity to
improve the average revenue per
member by offering adjacent products
and services, continued development
of our personal training and retail
offering, and pricing optimization.“
PAGE 12 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Fresh Fitness
Fresh Fitness was launched by SATS Group in 2010 as a
response to the many low-cost operators entering the fitness
market across Europe, including Norway. In Norway, Fresh
Fitness was an immediate success, offering high-quality
training at a significantly lower price than traditional operators.
In 2022, Fresh Fitness was the second largest operator in
Norway with more than 80,000 members and 38 clubs.
Fresh Fitness extends SATS’ vision of making people healthier
and happier by targeting the most cost-conscious consumers,
usually unattainable by SATS. Fresh Fitness’ vision is to provide
affordable training to the people, with a brand profile tailored to
reach the general public. The product resembles SATS’ product,
but with a simplified business model and more self-service
solutions.
Fresh Fitness clubs range from 600 to 1,400 sqm with up to
90 percent of the area dedicated to fitness activity. Clubs are
open from 5:00 AM–11:00 PM, 365 days per year, enabled by
automated club operations, including single check-in gates.
Access is granted through QR-code check-ins in the app or by
scanning a membership card. Even though club operations
are fully automated, all clubs are staffed during peak hours. In
addition to offering high-quality studio training, 24 of 38 clubs
offer group training with up to 30 classes per week. Classes
are a combination of Les Mills, re-branded SATS classes and
own-produced classes. All clubs offer personal training through
externally hired contractors. Members can purchase three
types of membership, Basic, Flex and Group training, with Basic
starting at 299 NOK/month (access to one club, no group
training, 12-month binding) and group training costing 449
NOK/month.
The opportunities for growth are significant. Fresh Fitness can
be profitable in areas with less than 10,000 inhabitants, and
there are thus significant opportunities in less densely
populated areas than relevant for SATS. Fresh Fitness is a key
contributor to the SATS portfolio, both to compete with other
low-cost operators and to give the Group added flexibility in
terms of growth going forward.
– SATS Group’s low-cost operator
PAGE 13 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Norway
SATS is a well-known brand in Norway and the largest
operator of fitness clubs. Norway is the largest operating
segment in the Group with 48 percent of the consolidated
total revenues in 2022 and 325,000 members at year-end
2022. The Group has 122 clubs in Norway, of which 84 SATS
clubs and 38 Fresh Fitness clubs. Our clubs are spread out
from Kristiansand in the south to Tromsø in the north, with 66
clubs located in the greater Oslo area.
The member base in Norway recovered in 2022 after the last
COVID-19 restrictions were lifted in the first quarter, ending the
year up 8 percent. Total revenues increased by 42 percent to
NOK 1,940 million, with 2021 not being fully comparable due to
the extensive COVID-19 restrictions. Adjusted Country EBITDA
before impact of IFRS 16 increased from NOK 97 million last
year to NOK 337 million in 2022, resulting in a Country EBITDA
margin of 17 percent.
The members of SATS Norway and Fresh Fitness worked out
16.9 million times at our clubs during 2022. The net promoter
score (NPS), which measures member satisfaction, was 50,
which is defined as high.
SATS and Fresh Fitness employed a total of 3,644 employees
at the end of the year, corresponding to 1,068 full-time
equivalents.
2
5
4
12
11
1
66
11
10
Key financial figures and Alternative performance
measures (APM)
Amounts in NOK million
(unless otherwise stated) 2022 2021
Membership revenue 1,543 933
Other revenues 397 432
Total revenues 1,940 1,366
Country EBITDA
1
337 97
Margin (%) 17% 7%
EBITDA
2
147 -68
Margin (%) 8% -5%
Clubs 122 112
Members (‘000) 325 302
ARPM (NOK/month) 515 391
Revenues
NOK million
42%
Country EBITDA
1
NOK million
247%
1,366
1,940
1,831
1,445
2022
2019
2020
2021
97
337
452
217
2022
2019
2020
2021
Where we operate
1)
Adjusted Country EBITDA before the impact of IFRS 16.
2)
Adjusted EBITDA before the impact of IFRS 16.
PAGE 14 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
2
12
72
6
SATS Sweden has maintained a strong position over many
years and had 244,000 members at the end of 2022. With 34
percent of consolidated total revenues, it is the second-largest
operating segment in the Group. The club portfolio consisted
of 92 clubs across the country at year-end, including a strong
cluster of 72 clubs in the Greater Stockholm area.
The COVID-19 pandemic lasted into the beginning of the year,
but the recovery picked up during the second half of the year.
The member base grew by 6 percent during the year, and
revenues per member increased by 3 percent compared to
2021. Consequently, total revenues increased 10 percent to
NOK 1,377 million. Adjusted Country EBITDA before impact of
IFRS 16 increased from NOK 133 million last year to NOK 192
million in 2022, resulting in a Country EBITDA margin of 14
percent.
The members visited SATS Sweden 12.9 million times. Member
satisfaction was high with an average NPS of 46.
The number of employees in Sweden totaled 3,121 at year-end
2022, corresponding to 901 full-time equivalents.
Linda -Li Cederroth has resigned as Country Manager. Chief
People & Operations Officer Torodd Gøystdal is the acting
Country Manager until a permanent replacement is appointed.
Key financial figures and Alternative performance
measures (APM)
Amounts in NOK million
(unless otherwise stated) 2022 2021
Membership revenue 1,088 961
Other revenues 289 295
Total revenues 1,377 1,256
Country EBITDA
1
192 133
Margin (%) 14% 11%
EBITDA
2
32 -2
Margin (%) 2% 0%
Clubs 92 88
Members (‘000) 244 229
ARPM (NOK/month) 485 470
Revenues
NOK million
10%
Country EBITDA
1
NOK million
44%
Sweden
1,256
1,377
1,308
1,354
2022
2019
2020
2021
133
192
363
295
2022
2019
2020
2021
1)
Adjusted Country EBITDA before the impact of IFRS 16.
2)
Adjusted EBITDA before the impact of IFRS 16.
PAGE 15 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
In Finland, the business is operated under the brand ELIXIA
and had 70,000 members at year-end 2022. ELIXIA Finland
constituted 9 percent of consolidated total revenues in
2022. We currently have 32 clubs in Finland, 24 of which are
in the Helsinki cluster. The Finnish fitness market is highly
fragmented, and ELIXIA is the market leader.
At year-end 2022, the number of members had increased by 9
percent and revenue per member by 15 percent compared to
2021. Total revenues thus increased 24 percent to NOK 361
million. Adjusted Country EBITDA before impact of IFRS 16
increased from NOK -48 million last year to NOK 1 million in
2022, resulting in a Country EBITDA margin of 0 percent.
The clubs in Helsinki and Tampere, which constituted 84
percent of the club portfolio, were closed until early February.
Revenues in Q1 2022 were significantly impacted, partly
compensated by governmental compensation of NOK 15
million, recognized as other revenues.
ELIXIA Finland has been working with club optimization during
the past year, mainly through relocations, to cater to more
members per square meter. The ELIXIA members worked out
3.4 million times at the clubs during the year. ELIXIA Finland
had the highest net promoter score in the Group, with an
average score of 65.
EXLIXIA Finland employed 902 employees at year-end 2022,
which corresponded to 281 full-time equivalents.
3
5
24
Key financial figures and Alternative performance
measures (APM)
Amounts in NOK million
(unless otherwise stated) 2022 2021
Membership revenue 280 211
Other revenues 81 81
Total revenues 361 292
Country EBITDA
1
1 -48
Margin (%) 0% -16%
EBITDA
2
-19 -67
Margin (%) -5% -23%
Clubs 32 32
Members (‘000) 70 64
ARPM (NOK/month) 448 391
Revenues
NOK million
24%
Country EBITDA
1
NOK million
n.a.
Finland
-4 1
343
326
2022
2019
2020
2021
361
292
0
1
40
-11
2022
2019
2020
2021
-48
1)
Adjusted Country EBITDA before the impact of IFRS 16.
2)
Adjusted EBITDA before the impact of IFRS 16.
PAGE 16 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
The Danish operations contributed 10 percent of consolidated
total revenues in 2022 with 82,000 members at the end of
the year. The Danish club network consists of 29 clubs, all of
which create a strong cluster in Greater Copenhagen. SATS is
the second-largest operator in the Danish market.
The member base in Denmark grew by 11 percent in 2022.
The member growth combined with an increase in revenue
per member of 13 percent resulted in a revenue growth of
21 percent and total revenues of NOK 403 million. Adjusted
Country EBITDA before impact of IFRS 16 increased from NOK
-51 million last year to NOK -46 million in 2022, resulting in a
Country EBITDA margin of -12 percent.
SATS appointed Kim Trier Meyer Country Manager in Denmark
in June 2022. The Danish members worked out 4.5 million
times at the SATS clubs. Member satisfaction suffered from
restrictions on the group training restrictions for group training,
in particular during the early months of the year but increased
as restrictions were lifted, ending at a yearly average of 31,
which is defined as high.
SATS Denmark employed 924 employees at year-end 2022,
which corresponded to 212 full-time equivalents.
29
Key financial figures and Alternative performance
measures (APM)
Amounts in NOK million
(unless otherwise stated) 2022 2021
Membership revenue 335 195
Other revenues 67 138
Total revenues 403 333
Country EBITDA
1
-46 -51
Margin (%) -12% -15%
EBITDA
2
-71 -75
Margin (%) -18% -23%
Clubs 29 30
Members (‘000) 82 73
ARPM (NOK/month) 433 382
Revenues
NOK million
21%
Country EBITDA
1
NOK million
9%
Denmark
333
403
504
408
2022
2019
2020
2021
-51
-46
-44
-104
2022
2019
2020
2021
1)
Adjusted Country EBITDA before the impact of IFRS 16.
2)
Adjusted EBITDA before the impact of IFRS 16.
PAGE 17 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Shareholder information
Exchange in 2019 and had a market
capitalization of NOK 1,795 million at year-
end 2022. SATS’ objective is to provide
positive value creation and a long-term
return to shareholders that reflects the
inherent risk in the company. The company
plans to achieve this by delivering in
accordance with its business plan and
through precise communication to ensure
that the share price accurately reflects
the value and growth prospects of the
company.
INVESTOR RELATIONS POLICY
SATS aims to have a transparent and open dialogue with the
financial market and ensure timely disclosure of relevant
information to the market and equal treatment of its share-
holders. All disclosure, communication and reporting by SATS
will comply with applicable laws and regulations as well as
relevant recommendations for listed companies and market
practice. Financial information and other information for
investors, such as presentations on SATS’ quarterly results and
for capital market days, will be in English.
SATS will publish quarterly financial results in accordance
with its financial calendar, which is published annually on
its website and on the stock exchange. No investor and
analyst meetings will be held during the three weeks prior
to the presentation of the company’s financial results. SATS
ASA complies with the Oslo Børs Code of Practice for IR of
March1,2021.
GOVERNANCE PRINCIPLES
SATS considers good corporate governance to be a pre-
requisite for value creation, trustworthiness and access to
capital.
In order to secure strong and sustainable corporate
governance, it is important that SATS ensures good and
healthy business practices, reliable financial reporting, and an
environment of compliance with legislation and regulations
across the Group.
SATS has governance documents setting out principles for
how its business should be conducted. These apply to all of
SATS’ subsidiaries as well as SATS itself. SATS’ governance
regime is approved by SATS’ Board of Directors.
SHARE CAPITAL
SATS ASA’s share capital was NOK 431 million as at December
31, 2022, divided into 203,046,142 ordinary shares, each with
a par value of NOK 2.125. All shares have been fully paid and
have equal rights. SATS owned 356,817 treasury shares as
at the balance sheet date. The number of shareholders as at
December 31, 2022, was 6,085.
Financial calendar
SATS ASA will publish its quarterly interim financial statements
on the following dates for 2023:
26 April 2023 Q1 2023 Results
28 April 2023 Annual Report 2022
31 May 2023 Annual General Meeting 2023
24 August 2023 Q2 2023 Results
26 October 2023 Q3 2023 Results
Analyst coverage
ABG Sundal Collier Petter Nystrøm +47 22 01 61 35
Carnegie Eirik Rafdal +47 22 00 93 78
DNB Ole Martin Westgaard +47 24 16 92 98
Pareto Securities Joachim Huse +47 24 13 21 07
Sparebank 1 Markets Øyvind Mossige +47 24 13 37 02
PAGE 18 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
SATS in short
Our vision and our values
Highlights 2022
Our history
Letter from the CEO
This is SATS
Fresh Fitness
Where we operate
Shareholder information
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Shareholders
Number of
ordinaryshares
Ownership
percentage
1 TG Nordic Invest 56,104,764 27.6%
2 AF III HOLDCO AS 48,988,455 24.1%
3 Canica AS 13,172,428 6.5%
4 Ferd AS 8,836,287 4.4%
5 Maaseide HOLDCO AS 7,990,976 3.9%
6 SATS Management Invest AS 7,591,213 3.7%
7 Salt Value AS 5,036,479 2.5%
8 Funkybiz AS 5,000,000 2.5%
9 Verdipapirfondet KLP Aksjenorge 3,801,073 1.9%
10 J.P. Morgan SE 2,896,081 1.4%
11 Ingvarda AS 2,156,749 1.1%
12 Avanza Bank AB 1,897,752 0.9%
13 State Street Bank and Trust Comp 1,361,967 0.7%
14 HFN GROUP AS 1,107,806 0.5%
15 Nordnet Bank AB 983,319 0.5%
16 Wenaasgruppen AS 972,444 0.5%
17 Skandinaviska Enskilda Banken AB 964,714 0.5%
18 Espedal & Co AS 950,279 0.5%
19 Verdipapirfondet KLP Aksjenorge Indeks 809,431 0.4%
20 Spectatio Finans AS 779,184 0.4%
Other shareholders 31,644,741 15.6%
Total 203,046,142 100.0%
Ownership structure
Percentage
holding
Number of
shareholders
Number of
shares
Proportion of
the share capital
<0.25% 6,071 37,104,112 18%
0.5–1% 3 4,367,525 2%
1–3% 5 18,890,382 9%
3–5% 3 24,418,476 12%
5–10% 1 13,172,428 6%
>10% 2 105,093,219 52%
Sum 6,085 203,046,142 100%
Shareholders
by country of residence
n Norway (66%)
n Denmark (28%)
n Sweden (3%)
n Other (3%)
PAGE 19 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Board of Directors
Extended management
Responsibility statement
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Board of Directors’ report
During 2022, the member base increased
by 8 percent and revenues per member
increased by 17 percent compared to 2021.
As a result, total revenues were lifted by
26 percent to NOK 4,082 million. Adjusted
EBITDA before impact of IFRS 16 was NOK
145 million, up NOK 315 million from 2021,
which was heavily burdened by COVID-19
restrictions.
SATS has 26 years of experience within the fitness industry
and is the leading operator of fitness clubs in the Nordic
region. The Group operates the SATS brand in Norway, Sweden
and Denmark and ELIXIA in Finland, in addition to the price-
competitive, low-cost fitness club brand Fresh Fitness in
Norway. The Group offers members access to studio training,
group training, yoga and online training. In addition, highly
qualified personal trainers offer individual coaching, and food,
drinks, apparel and training accessories are available through
the retail shops in the clubs’ reception areas.
SATS is the fourth-largest fitness chain in Europe and the only
chain that offers clubs in four Nordic capital cities, making it
the clear leader in the Nordic fitness market. As at the 2022
balance sheet date, the Group had a leading network of 275
clubs, with strongholds in key metropolitan cities throughout
the Nordic region and 721,000 members. Almost 9,000
employees across the Nordic countries are working to make
people healthier and happier every day.
SATS ASA has been listed on the Oslo Stock Exchange since
October 2019.
ANALYSIS OF THE 2022 FINANCIAL STATEMENTS
The Board of Directors believes that the 2022 financial
statements give a true and fair view of the Group’s assets
and liabilities, financial position, and profit for the period. The
financial statement shows the results for the period January
1–December 31, 2022, compared to the period January 1–
December 31, 2021. The Board confirms that the Group’s
liquidity position will be adequate to fulfil short-term liabilities,
including installments on bank borrowings as they fall due.
During 2022, we have continued to uphold the focus on
increasing the number of members per club by attracting new
members and retaining existing members to successfully
regain our strong pre-pandemic position. The member growth
during the year, in combination with the cost program launched
during fall 2022 and price adjustments made during winter
2022-2023, have laid a solid foundation for profitability going
forward. The Board confirms that the use of the going concern
assumption is appropriate. The 2022 financial statements have
been prepared in accordance with this assumption.
Statement of comprehensive income
Total revenues increased by 26 percent to NOK 4,082 million
compared to NOK 3,247 million in 2021. Only the first month of
2022 was affected by COVID-19 restrictions. NOK weakened
during the year, causing negative currency translation effects
on revenues, and currency-adjusted revenues increased by
28 percent. Revenues for all segments increased compared
to 2021, by 42 percent in Norway, 10 percent in Sweden, 24
percent in Finland and 21 percent in Denmark. The increase in
revenues is primarily due to strong sales, churn levels overall in
line with historical pre-pandemic levels, price adjustments and
the opening of new clubs. The total member base increased
by 8 percent compared to last year as a result of successful
campaigns and sales efforts. Reported ARPM increased by 17
percent, mainly driven by price increases and a lower average
freeze level through 2022. The increase in ARPM adjusted for
governmental compensation in 2021 and 2022 was 27 percent.
Currency-adjusted ARPM increased by 20 percent.
The company received governmental support to compensate
for the fixed cost of the imposed club closures in Finland
in January 2022. The compensation of NOK 15 million was
reported as other revenues. The total compensation in 2021
was NOK 247 million.
The weakened NOK caused a 3 percent positive currency
translation effect on operating expenses excluding
depreciation and amortization. Operating expenses including
depreciation and amortization increased by 17 percent from
NOK 3,472 million in 2021 to NOK 4,062 million in 2022. The
main driver behind the increased operating expenses was
13 additional clubs and high electricity costs in addition to
general cost inflation that was higher than historical levels. The
increase in utility costs alone was NOK 83 million, translating
into 60 percent.
As a result of an almost full year of normal operations in 2022
compared to the partially restricted 2021, operating profit
increased by NOK 244 million, from NOK -224 million in 2021 to
NOK 20 million in 2022.
PAGE 20 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Board of Directors
Extended management
Responsibility statement
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Net financial items decreased by NOK 17 million, or -6 percent,
from an expense of NOK 298 million in 2021 to an expense of
NOK 281 million in 2022. This was mainly a result of higher
financial income due to an increase in net gain unrealized
derivatives, higher interest income and a decrease in financial
expenses from foreign exchange losses unrealized compared
to 2021.
The income tax income decreased by NOK 55 million, from
NOK 70 million in 2021 to NOK 15 million in 2022, driven by
negative taxable results caused by effects of the COVID-19
pandemic. Losses carried forward increased from NOK 229
million to NOK 276 million in the Norwegian entities in 2022,
in addition to NOK 86 million in the Swedish entities in 2022.
The tax effect is reflected as a positive tax income in the profit
and loss statement in 2022. Deferred tax assets from losses
carried forward are not recognized for the Finnish or Danish
segments in 2022 due to uncertainty as to whether profits will
be utilized against the unused tax losses within a reasonable
time frame.
The loss before tax was NOK 261 million in 2022 compared
to a loss before tax of NOK 522 million in 2021. Total compre-
hensive loss was NOK 219 million compared to a loss of NOK
416 million in 2021.
As at the balance sheet date, the Group’s total tax loss carried
forward is NOK 1,406 million, of which the NOK 1,044 million
generated in Denmark and Finland is not recognized in the
balance sheet.
Segment development
NORWAY
Total revenues increased by 42 percent to NOK 1,940 million
in Norway in 2022. SATS Norway experienced certain club
restrictions in January–February 2022, especially related to
group training. The revenue increase was driven both by the
number of members, which increased by 8 percent at the
end of the period, and ARPM, which increased by 32 percent.
Operating expenses increased by 35 percent mainly due to 11
new clubs adding costs, high general inflation at the end of the
year and significantly higher electricity prices compared to last
year. Adjusted Country EBITDA before the impact of IFRS 16
increased from NOK 97 million last year to NOK 337 million in
2022, resulting in a Country EBITDA margin of 17 percent.
Statement of comprehensive income
Amounts in NOK million
2022 2021
Total revenues 4,082 3,247
Operating expenses -4,062 -3,472
Operating profit 20 -224
Net financial items -281 -298
Profit/loss before tax -261 -522
Income tax expense 15 70
Profit/loss for the year -246 -452
Total comprehensive income -219 -416
Statement of financial position
Amounts in NOK million
2022 2021
Total assets 8,675 8,336
Total liabilities 7,815 7,853
Total equity 860 483
Statement of cash flows
Amounts in NOK million 2022 2021
Net cash flow from operations 1,082 920
Net cash flow from investments -313 -240
Net cash flow from financing -681 -877
Net increase/decrease in cash and cash equivalents 88 -197
Cash and cash equivalents at the end of the period 345 281
PAGE 21 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Board of Directors
Extended management
Responsibility statement
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
SWEDEN
Total revenues were NOK 1 377 million in 2022, an increase of
10 percent compared to last year, driven by a 7 percent higher
average member base and a 3 percent higher ARPM. SATS
Sweden experienced certain club restrictions in January–
February 2022, especially related to group training. Operating
expenses increased by 9 percent, partly driven by three
additional clubs in the portfolio but also general inflation and
higher electricity prices in particular. The Adjusted Country
EBITDA before the impact of IFRS 16 increased by 44 percent
to 192 million in 2022, resulting in a Country EBITDA margin of
14 percent.
FINLAND
Despite the fact that 75 percent of all clubs in Finland (capital
region) were closed and the rest partly closed in January
2022, total revenues amounted to NOK 361 million in 2022,
an increase of 24 percent compared to last year. The revenue
increase was driven both by the number of members, which
increased by 9 percent at the end of the period, and ARPM,
which increased by 15 percent. Operating expenses increased
by 6 percent. The Adjusted Country EBITDA before the impact
of IFRS 16 increased from NOK -48 million last year to NOK 1
million in 2022, resulting in a Country EBITDA margin of 0.4
percent.
DENMARK
Total revenues amounted to NOK 403 million in Denmark in
2022, an increase of 21 percent compared to last year. The
member base totaled 82,000 members at year-end, up 11
percent from last year, and ARPM increased by 13 percent.
Operating expenses increased by 25 percent due to higher
general inflation, almost a full year of normal operations, and
organizational changes. Adjusted Country EBITDA was NOK
-46 million, up from NOK -51 million in 2021, resulting in a
Country EBITDA margin of -12 percent.
Statement of financial position
Consolidated assets increased by NOK 339 million to NOK
8 675 million from the balance sheet date of 2021 to 2022.
Right-of-use assets and intangible assets were the largest
components of consolidated assets, amounting to NOK 4,161
million and NOK 2,588 million, respectively, on December
31, 2022. Both non-current assets and current assets
increased. The increase in non-current assets was driven by
increased right-of-use assets, goodwill and derivative financial
instruments. The increase in current assets was primarily
driven by an increase in prepaid expenses and accrued income
and cash and cash equivalents.
Total liabilities decreased from NOK 7,853 million as at
December 31, 2021, to NOK 7,815 million as at December 31,
2022. Public fees and charges payable decreased by NOK 134
million from the end of 2021 to the end of 2022, as taxes and
fees from 2021 have been settled.
As at December 31, 2022, consolidated equity amounted to
NOK 860 million, representing an equity ratio of 10 percent,
compared to NOK 483 million and 6 percent as at the balance
sheet date of 2021. The increase was due to the equity raise in
Q1 2022.
Statement of cash flows
Net cash flow from the Group’s operations was NOK 1,082
million in 2022, compared to NOK 920 million in 2021. The
increased cash flow from operations of NOK 162 million was
mainly due to an increase in profit for the year, partly offset
by a negative change in payables and other receivables and
accruals.
Net cash outflow from investing activities amounted to NOK
313 million in 2022, compared to an outflow of NOK 240
million in 2021. The main reason for the increased outflow was
significantly higher M&A activity in 2022 compared to 2021.
Maintenance activities were higher in 2022 than in 2021, but
still amounted to 4 percent of total revenues as in 2021, which
is below the target of about 5 percent.
Net cash outflow from financing activities was NOK 681 million
in 2022, compared to an outflow of NOK 877 million in 2021. In
Q1 2022, the company made a repayment of NOK 300 million
on borrowings and raised NOK 600 million in equity. A draw-
down of NOK 200 million in the credit facility was made in Q4
2022.
In 2022, consolidated cash and cash equivalents increased net
by NOK 88 million compared to a decrease of NOK 197 million
in 2021. As at the balance sheet date, the Group had cash and
cash equivalents of NOK 345 million compared to NOK 281
million at the balance sheet date in 2021.
Parent company
The parent company had no operating income in 2022 and
NOK 18 million in operating expenses. The parent company’s
equity was NOK 2,649 million as at the balance sheet date.
RISK PROFILE AND RISK FACTORS
Risk
SATS operates in the highly competitive health and fitness
industry. SATS is conducting its operations in the Nordics
with 275 fitness clubs located throughout Norway, Sweden,
Denmark and Finland. The majority of its fitness clubs are
located in larger Nordic cities and in urban areas. In order to
achieve its long-term strategic objectives, SATS is inherently
involved in risk-taking. Hence, risk management is an essential
element of SATS’ culture, corporate governance, strategy and
operational and financial management.
SATS has defined risk as anything that could have a material
adverse effect on the achievement of SATS’ goals. Risks can
be threats, uncertainties or lost opportunities relating to SATS’
current or future operations or activities and can directly or
indirectly affect its profitability and growth.
SATS has a risk management framework in place to regularly
identify, analyze, assess, and report on strategic, operational,
regulatory and financial risks, also taking into consideration
risks and uncertainties relating to ethics and sustainability
associated with its operations. As part of this work, SATS
also assesses how to mitigate risks from materializing. A risk
management process is used to aggregate and categorize
risks identified across the organization within the risk
management framework.
SATS aims to make continuous improvements; it has a
risk strategy, corporate governance procedures, a risk
management policy and an internal control framework that
ensure compliance with laws and regulations. These continue
to contribute to the identification and adequate management
of strategic, operational, financial, legal and compliance
risks. SATS’ risk management strategy is designed to provide
reasonable assurance that objectives are met by integrating
management control into daily operations.
Risk profile
In general, SATS takes a commercial but prudent approach to
risk-taking. The risk boundaries are defined by the company’s
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Introduction
Board of Directors’ report
Board of Directors
Extended management
Responsibility statement
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
culture and corporate governance, as defined in SATS’ strategy,
values, code of conduct, policies and procedures.
The risks that potentially have the greatest adverse effect
on the achievement of SATS objectives are described in the
following section. The overview below is not meant to be
exhaustive, and there may be risks or risk categories that
are currently identified as not having a significant impact on
the business of SATS but could develop into key risks. The
primary purpose of SATS’ risk management systems is to
identify changes in SATS’ risk profiles and any risk-related
incidents on a timely basis so that appropriate measures can
be taken. Certain risks are inherently difficult to foresee, and no
guarantees can therefore be made that our risk management
system will properly identify any and all risk that we might be
exposed to at any given point in time. For example, COVID-19
and the effects thereof were inherently difficult to identify at
an early stage of the pandemic in early 2020. Similar events, or
other less predictable occurrences, may happen in the future.
“Certain risks are inherently difficult
to foresee, and no guarantees can
therefore be made that our risk
management system will properly
identify any and all risk that we might
be exposed to at any given point in
time.“
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Introduction
Board of Directors’ report
Board of Directors
Extended management
Responsibility statement
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Risk Description How does SATS work to mitigate this risk?
STRATEGIC RISKS
Member experience
and satisfaction
SATS’ revenues are generated from membership fees, members’ use of personal training
ses-sions and in-club retail activities. Our success is therefore dependent on providing
products and services that attract new members and retain existing members over time,
resulting in high volumes and low churn rates. Should we experience member loss, our
growth and profitability would be negatively affected.
• We operate a transparent, flexible and straightforward membership model with
different varieties of membership forms and price levels.
• We have a cluster strategy, serving multiple locations to meet our members’ needs in
their everyday lives, as well as an online training offering in the member app and on
the member website. SATS is aiming to make fitness available to members wherever
they are and whenever they want.
• We are also present under in the lower price segment, under the Fresh Fitness brand.
This allows us to reach an even broader group of members.
Suitable sites Our cluster strategy, as well as our growth strategy, relies in part on our ability to identify,
secure and retain suitable sites for our fitness clubs. Many factors could affect our
ability to secure suitable sites, including contract terms and prices, as well as regulatory
requirements.
• We have a business development team and real estate specialists working actively
and diligently on securing the best sites, on favorable terms for SATS.
Climate risk Climate risks include (i) physical risks, and (ii) transition risks. Physical risks could
result from climate related acute and/or chronic changes in rainfall patterns, flooding,
shortages of water or other natural resources, temperatures, etc. Transition risks include
regulatory risks, market and technology risks, and reputational risks. SATS’ ambitions
are based on a successful transition to a 1.5 degree economy. An external assessment
from 2021 concluded that SATS is well positioned to respond to climate changes and
stricter climate-related regulations and requirements. The resilience of SATS’ strategy
within the different climate-related scenarios is robust. Please see the Task Force on
Climate-Related Financial Disclosures (TCFD) report for more information.
• SATS maps energy consumption on an ongoing basis and implements measures to
reduce the consumption.
• The Board of Directors has decided to align with the Science Based Targets initiative
(SBTi) during 2023.
• SATS has a large network of clubs, mainly located in clusters. This network reduces
the dependence of individual clubs, which could be beneficial in the event of physical
impacts such as water ingress, over-heating etc.
• SATS leases buildings for clubs and are flexible in the choice of locations.
Risk Description How does SATS work to mitigate this risk?
OPERATIONAL RISKS
Technology and data
security
SATS’ business model relies on technology and may need to adapt to significant
and rapid technological changes in order to compete successfully. From a security
perspective, external attacks on companies are increasing. SATS and our members
could be adversely harmed should we be targeted, which in turn could affect not only
our reputation and brand value, but also our profitability.
• To stay competitive, we are not only focusing on the physical products offered by
SATS but also on providing our members with relevant and consumer friendly digital
tools so that they can get the most out of their membership.
• We have fully insourced all technological developments, such as our member app and
website, to reduce third party reliance. We are nevertheless reliant on third parties in
some instances, as well as attracting and retaining talented personnel.
• We are continuously working to reduce the risk of external attacks, for example by
implemented additional measures in 2022.
People – recruitment,
retaining and
developing talents
We are actively working on maintaining the market’s perception of SATS as a high-
quality operator in the health and fitness industry. The work carried out by our
employees, especially those in direct contact with members (club staff, group training
instructors, personal trainers) are highly important. Should we fail to attract, motivate
and retain the right talents within our group, our member experience could be adversely
affected and thus result in increased churn.
• We have developed onboarding systems for new employees, as well as training
systems for certain roles within SATS
• We focus on feedback culture, using for example employee surveys to constantly
develop and improve our HR strategy and our relationship with employees, to ensure
that SATS is a preferred employer
Quality, health and
safety
Certain risks related to health and safety are inherent to SATS, as an operator of
fitness clubs. This includes physical exertion, injuries from improper use of equipment,
breakdown of equipment, incorrect advice from our employees, etc. Cleanliness has
during Covid-19 been a particular concern, and similar epidemics/pandemics may
occur in the future. Having more than 700,000 members, we have great diversity in
our member base. We are also located in the Nordic capitals, which are areas with an
increased exposure to criminal activity relating to for example drugs.
• We are continuously monitoring the functionality and quality of our equipment, and
our clubs are equipped with first aid kits and defibrillators.
• We are providing our employees with training in health and safety matters.
• We actively work to ensure that our members comply with SATS’ Safety Regulations
and Rules of Conduct, and have a large focus on anti-doping.
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Extended management
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Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Risk Description How does SATS work to mitigate this risk?
REGULATORY AND COMPLIANCE RISKS
Protection of perso-
nal data and compli-
ance with the GDPR
We collect, store and process substantial amounts of data (including highly sensitive
data) from our members and employees, including names, social security numbers,
pictures, addresses, bank details, training habits, locations, etc. This information
is subject to strict legislative re-quirements, including the General Data Protection
Regulation (GDPR), and other related legisla-tion implemented in Norway, Sweden,
Denmark and Finland. Given the amount of data SATS has, there is an inherent risk of us
infringing members’ and employees’ rights. Any non-compliance with the GDPR, as well
as related regulation on marketing to consumers and con-sumer protection regulation,
could adversely affect our reputation and our profitability.
• We have implemented the GDPR in our organization, using both internal and
external resources to monitor our continuous compliance with applicable rules and
regulations.
• From a technical perspective, SATS has implemented processes and routines to
ensure GDPR compliance.
ESG – Environmental,
social and gover-
nance
ESG is a focus area for SATS, as well as our stakeholders (investors, members and
the general public). The main risks relating to ESG for SATS are (i) compliance with
applicable laws and regulations, which are constantly evolving, (ii) SATS’ environmental
footprint and (iii) reputational risks and brand perception by our stakeholders. Should
we fail to comply with applicable laws and regulations, for example relating to reporting
requirements, such could result in administrative fines. Additionally, our reputation and
brand image could be affected and result in member loss.
• As a provider of health and fitness services and products, risk related to climate
and CO2 emission are generally considered to by low for SATS. We are nevertheless
placing considerable focus on sustainability and how we can contribute by having a
“greener” profile.
• We work actively to identify and comply with applicable laws and regulations
through our ESG team, placing high value on ESG to meet market and stakeholder
requirements and expectations.
Risk Description How does SATS work to mitigate this risk?
FINANCIAL RISKS
Capital expenditures SATS has a property portfolio of 275 fitness clubs, which, in addition to lease costs and
energy costs, require ongoing maintenance work and re-investments. We also need
to maintain the quality of our equipment, as well as continuously develop our overall
product offering. If we are not able to keep our expenses low, our profitability will be
adversely affected.
• Our capital expenditure is to a large extent controlled by SATS. As example, the
maintenance capital was lower than usual during the Covid-19 years due to an
increased focus on ash preservation, thus illustrating our control measure.
• We have initiated a profitability improvement program that will gradually come into
effect during 2023.
Liquidity SATS’ ability to service debt and ongoing costs relating to its operations is dependent
on its liquidity, which in turn is linked to the growth ambition and strategy. Cash is
generated through revenues, which can be supplemented by bank borrowings and equity
contribution. The availability, and price, of external capital depends on the prevailing
conditions in the financial market. Our growth plans, as well as results of operations,
could be affected if we cannot secure sufficient funding (on favorable terms).
• Management control and financial risk are carried out centrally in the finance division
by the treasury management at the Group’s headquarters.
• The central finance functions identify, mitigate and report on financial risks.
• SATS regularly monitors its cash flow situation, to ensure its ability to service debt
and other commitments.
Credit SATS’ members have historically demonstrated high payment capacity. However,
considering the increased interest rates and inflation, which are expected to continue in
the near term, our exposure might increase.
• SATS’ credit risk in relation to customers is limited since none of our individual
customers are deemed significant. The relatively few members who default on their
payments are routinely transferred to debt collecting agencies.
Currency and
interest rate
Exchange rate fluctuations may impact SATS’ consolidated financial statements due to
the reporting currency being in the NOK, which is different from the functional currency
of its subsidiaries in Sweden, Denmark and Finland.
• Foreign exchange rate risk is limited to SATS’ four operative jurisdictions, thus
reducing the risk compared to companies operating in multiple countries.
• Foreign subsidiaries’ revenues and operating expenses are incurred in local currency.
• Parts of SATS’ interest rate is hedged through swap arrangement.
Tax and accounting We are subject to prevailing tax laws, treaties and regulations in Norway, Sweden,
Denmark and Finland, as well as the interpretation thereof. Should there be any changes
in the regulatory environment, our operations could be adversely affected.
• Our central finance division monitors and reviews local practices to provide
reasonable assurance that SATS remains aware of and operates in line with
laws, treaties, regulations and policies related to reporting tax and other relevant
regulations. Furthermore, SATS engages external counsel to advice on tax and
accounting matters when required.
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Introduction
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Extended management
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Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
EVENTS AFTER THE BALANCE SHEET DATE
SATS announced a new share investment program for senior
executives and certain other key employees of the Company
on March 27, 2023, with the results announced on March 29,
2023. 23 employees applied for in total 2,908,158 shares. The
shares will be delivered as a combination of (i) 1,638,605 new
shares to be issued by the Company and (ii) 1,269,554 existing
shares to be acquired by the Company in the market pursuant
to a buy-back program. Delivery of the Shares is conditional
upon certain resolutions related to the Share Investment
Program being passed by the general meeting in the 2023
Annual General Meeting.
On March 30, 2023, a share buy-back program of maximum
2,000,000 was announced. The purpose of the share buy-back
program is to obtain treasury shares for a combination of
settlement of the Company’s new share investment program,
for delivery of matching shares under a previous share
investment program and to partly cover the matching shares
under the new share buy-back program.
On 26 April, SATS reported the Q1 2023-results. Please see the
Company’s website for the full report and presentation.
The Board of Directors is not aware of any other events after
the balance sheet date, or any new information regarding
existing matters, that could have a material effect on the 2022
consolidated financial statements.
GOING CONCERN
The Board of Directors confirms that the accounts have been
prepared on a going concern basis and in accordance with
International Financial Reporting Standards (IFRS). The Board
of Directors believes the SATS Group has sufficient equity and
liquidity to fulfill both its short-term and long-term obligations.
SUSTAINABILITY AT SATS
Please refer to the Sustainability report included in this
document for more information about the Group’s activities
related to and approach toward sustainability and social
responsibility.
Work environment and equal opportunities
The Group strives for a balanced gender distribution, and as
of 2022 it employed 6,014 female and 2,577 male employees.
The Group’s management team consists of 50 percent female
and 50 percent male executives. The Board of Directors is
composed of three men and two women.
The personnel policy of the Group is deemed to be gender
neutral in all respects. The company is of the view that equal
opportunity issues have been adequately accommodated, and
no specific measures have been initiated or planned regarding
this. No feedback has been received to the effect that the
personnel policy of the Group is considered to discriminate
based on gender.
On a Group level, there is a slight salary gap in favor of men
with fixed paid contracts. This is mainly a result of differences
in seniority. There is a salary gap in favor of women with
hourly paid contracts. The company is continuously working to
ensure equal pay for equal work, which in most roles is secured
through an extensive use of wage matrices.
Through our culture, routines and practices, the Group ensures
equal treatment and recruitment of employees regardless
of ethnicity, gender, nationality, sexual orientation, language,
religion or faith. The Group should provide a good and safe
workplace where no discrimination of any kind is acceptable.
During 2022, the Group registered sick leave of 6 percent. No
significant workplace accidents or incidents occurred in 2022
in either of the operating segments.
At the end of the year, the parent company had no employees.
The Board of Directors expresses its appreciation for the work
done by all employees during 2022.
External environment
The Group’s goal is to contribute to an environmentally
sustainable society. Please refer to the sustainability section
included in this report for more information about the Group’s
activities related to and approach toward sustainability and
social responsibility.
Human rights and working conditions
The Norwegian Transparency Act went into effect on July
1, 2022. SATS, in compliance with this act, has conducted a
human rights due diligence assessment relating to the work
carried out by the Group (including its suppliers). Through this
due diligence process, the company has focused on identifying
and assessing its operations in terms of human rights and
decent working conditions throughout its value chain. The
results from this analysis are available on the company’s
investor website. SATS works continuously on its assessments
pursuant to the Norwegian Transparency Act, and it will track
responses and communicate how impacts are addressed
at least annually following any significant change to the
company’s risk assessment.
SATS is committed to safeguarding human rights, and it
supports and respects the internationally recognized UN
Universal Declaration of Human Rights and the International
Labor Standards (ILO Declaration on Fundamental Principles
and Rights at Work). This includes, among other things, human
trafficking, forced labor, exploitative working conditions and
practices, slavery, and child labor.
SHAREHOLDER INFORMATION
SATS ASA’s share capital was NOK 431 million as at December
31, 2022, divided into 203,046,142 ordinary shares, each with
a par value of NOK 2.125. All the shares have been fully paid
and have equal rights. SATS owned 356,817 treasury shares as
at the balance sheet date. The number of shareholders as at
December 31, 2022, was 6,085.
CORPORATE GOVERNANCE
Good corporate governance is a priority for the Board of
Directors. SATS’ objectives for its corporate governance
principles are based on openness, independence, equal
treatment, control and management, with the ultimate goal of
maximizing shareholder value while creating added value for all
stakeholders. The principles are designed in compliance with
applicable laws, regulations and ethical standards.
SATS is incorporated and registered in Norway and subject to
Norwegian law as well as the laws and regulations in the other
Nordic countries in which it operates. SATS’ shares are listed
on the Oslo Stock Exchange (Nw. Oslo Børs). As a Norwegian
Exchange, SATS must comply with inter alia the Norwegian
Public Limited Liability Companies Act, the Norwegian
Securities Trading Act (including without limitation the Market
Abuse Regulation, as implemented under Norwegian law),
and the regulations of Oslo Børs for issuers of shares listed
on the Oslo Stock Exchange. The company endorses the
Norwegian Code of Practice for Corporate Governance (Nw.
Norsk anbefaling for eierstyring og selskapsledelse) issued by
the Norwegian Corporate Governance Board, which was most
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Introduction
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Board of Directors
Extended management
Responsibility statement
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
recently revised on October 14, 2021.
SATS is subject to the corporate governance reporting
requirements of Section 3-3b of the Norwegian Accounting Act
and the Code, cf. Section 4-4 of the continuing obligations for
stock exchange listed companies on the Oslo Stock Exchange
(Oslo Rule Book II).The annual report on SATS’ compliance
with the Code has been approved by the Board of Directors,
and it is included in a separate section of the annual report. It
is also available on SATS’ investor website.
SATS ASA has purchased and maintains a Directors and
Officers Liability Insurance on behalf of the members of the
Board and the Executive Management. The insurance covers
pure financial loss claims against the Board of Directors and
Executive Management as a consequence of compensatory
acts and/or omissions in their respective duties, with an
adequate insurance limit.
BUSINESS AND INDUSTRY OUTLOOK
The health and wellness sector is growing due to society’s
increased focus on health and well-being, and strong global
trends, such as political initiatives for health and digitalization,
are fueling health and fitness awareness.
Fitness clubs, in particular full-service operators, are at the
center of the health and wellness economy and positioned
to expand into adjacencies. The addressable market in
the Nordics is the most advanced in Europe in terms of
penetration. Given the fragmented markets in terms of market
value, clubs and members, the consolidation potential is
still considerable. The Nordic markets have sustained their
“penetration premium” relative to Europe and are expected
to continue to do so. Nordic fitness club memberships are
Europe’s most affordable relative to both overall leisure
spending and other comparable products/services.
In the near-term, SATS is being affected by inflationary pressure
in general as well as volatile electricity prices. However, in
the long term, the Company is comfortable with its ability to
increase prices in line with inflation. There are still no signs of
members trading down due to lower purchasing power. With a
combination of the underlying wave in the society of focus on
health and SATS’ strong market position, the member base per
club is also expected to develop well over time.
SATS will focus on offering a comprehensive and high-quality
equipment park, the position as the leading personal training
destination in the Nordics, and a range of highly regarded
niche concepts. The Company will continue to offer flexible
memberships, ensuring that SATS is relevant for everyone.
The Company will continue to participate in the fitness
industry’s digitalization as there are exciting opportunities
to expand the product offering. SATS is committed to
participating in this trend and developing an attractive, high-
quality hybrid offering, to stay relevant both for people who
want to work out at a fitness club, outdoors and at home.
DISCLAIMER
This report includes forward-looking statements that are
based on our current expectations and projections about
future events. Statements herein regarding future events
or prospects, other than statements of historical facts, are
forward-looking statements. All such statements are subject
to inherent risks and uncertainties, and many factors can lead
to actual profit and developments deviating substantially from
what has been expressed or implied in such statements. As a
result, undue reliance should not be placed on these forward-
looking statements.
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Introduction
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Board of Directors
Extended management
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Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Board of Directors
Hugo Lund Maurstad
Chair of the Board
• Managing Partner and majority
shareholder of Monte Rosa Capital
• Has previously been partner in Altor
and Director in McKinsey & Company
• Has many years of experience as the
chair and board member of multiple
private and public companies
• Has a Master’s in Economics from the
Norwegian Business School (BI)
Søren Rene Kristiansen
Board Member
• CEO of the Danish real estate
investment group Dades A/S
• Prior to Dades, Kristiansen served as
CEO and CFO in TryghedsGruppen
• Has broad experience in directorial
work
• Has an MSc in Business
Administration from the Copenhagen
Business School (CBS)
Martin Folke Tivéus
Board Member
• CEO of Attendo and has held
managerial positions at Klarna,
Evidensia Djursjukvård and Avanza
Bank
• Board member of Telia Company and
has previous board experience from
Danske Bank and Teracom Group
• Has a BSc in Marketing, Economics,
Business and Politics from Stockholm
University
Siren Sundby
Board Member
• Vice President of Capgemini Invent
Norway
• Board member and vice president of
Redningsselskapet
• Has previous directorial experience,
including from her work on the
Lillehammer 2016 Youth Olympic
Games’ Board of Directors
• Has an MSc in Economics from the
Norwegian Business School and a
BSc in Engineering from the Technical
University of Denmark
Rebekka Glasser Herlofsen
Board Member
• Independent board member
and investor and serves as the
chair of Norwegian Hull Club and
Handelsbanken Norge in addition to
several other boards
• Has management experience from
Wallenius Wilhelmsen, Torvald
Klaveness, Enskilda Securtities and
Bergesen
• Has a business degree and AFA from
NHH, and attended the Breakthrough
Program for Top Executives at IMD
Business School
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Introduction
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Extended management
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Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Extended management
Sondre Gravir
Chief Executive Officer
• CEO of SATS since 2018
• Previously held several senior
management positions, e.g., CEO
Aftenposten, CEO FINN and CEO
Schibsted Marketplaces (Now
Adevinta)
• Member of Board of Directors of
Norwegian and FINN.no
• Has a business degree from the
Norwegian School of Economics
(NHH)
Cecilie Elde
Chief Financial Officer
• Long-standing relationship with SATS
through various roles, CFO since 2016
• Prior to becoming CFO in SATS, she
held managerial positions in NetCom
and Tele2
• Board Member of RevolutionRace AB
• Has a business degree from the
Norwegian Business School (BI)
Marianne
Orderud
Chief Marketing Officer
Gaute Sandal
Chief Digital Officer
Silje Garberg Ree
Chief Product Officer
Torodd Gøystdal
Chief People & Operations
Officer and acting Country
Manager Sweden
Jussi Raita
Country Manager Finland
• Country Manager for Finland since
2017
• Served as regional manager at Instru
Optiikka Oy and Elixia prior to joining
SATS
• Has a Master’s in Economics from the
University of Jyväskylä
Wenche Evertsen
Country Manager Norway
• Country Manager for Norway since
2020
• Long-standing relationship with SATS
through various roles
• Has a Bachelor of Business
Administration from the University
of Texas at Austin and an Executive
Master of Management from the
Norwegian Business School (BI)
Kim Trier Meyer
Country Manager Denmark
• Country Manager for Denmark since
2022
• Has held various managerial positions
in the retail industry in addition to his
experience from the fitness industry
as Market Director at Fitness World
• Has studied The Higher Commercial
Examination Programme at Vejle
Handelsskole
GROUP MANAGEMENT
OTHER EXECUTIVES
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Extended management
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SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
We confirm that, to the best of our knowledge, the consolidated financial statements for the year ended 31 December 2021, have
been prepared in accordance with IFRS as adopted by the EU, that the financial statements for the parent company for the year
ended 31December 2021, have been prepared in accordance with the Norwegian Accounting Act and simplified IFRS in Norway,
that they give a true and fair view of the company’s and Group’s assets, liabilities, financial position and results of operations,
and that the Board of Directors’ Report gives a true and fair view of the development, performance and financial position of the
company and the Group and includes a description of the principal risks and uncertainties that they face.
Responsibility statement
Oslo, April 28, 2023
Signed electronally
Hugo Lund Maurstad
Chair of the Board
Rebekka Herlofsen
Board Member
Martin Folke Tiveus
Board Member
Siren Sundby
Board Member
Søren Rene Kristiansen
Board Member
Sondre Gravir
CEO
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Introduction
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Corporate governance
Implementing and reporting on
corporate governance
Business
Equity and dividends
Equal treatment of shareholders
Shares and negotiability
General Meetings
Nomination Committee
Board of Directors: Composition and
independence
Work of the Board of Directors
Risk management and internal control
Remuneration for the Board of
Directors
Remuneration for executive personnel
Information and communications
Takeovers
Auditor
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Corporate governance
SATS considers good corporate
governance to be a prerequisite for value
creation and trustworthiness, as well as for
access to capital. In order to secure strong
and sustainable corporate governance,
it is important that SATS ensure good
and healthy business practices, reliable
financial reporting, and an environment of
compliance with legislation and regulations
across the Group structure.
SATS has governance documents setting
out principles for how its business
should be conducted to ensure that its
shareholders’ interests are protected,
and the Group complies with high ethical
and social standards. SATS’ governance
regime has been approved by the Board of
Directors and applies to both SATS and its
subsidiaries.
IMPLEMENTING AND REPORTING ON CORPORATE
GOVERNANCE
Applicable rules and regulations for corporate governance
SATS is incorporated and registered in Norway and is subject
to Norwegian law. The shares of SATS are listed on the Oslo
Stock Exchange (Oslo Børs). As a Norwegian public limited
liability company listed on the Oslo Stock Exchange, SATS must
comply with the Norwegian Public Limited Liability Companies
Act, the Norwegian Securities Trading Act (including, but not
limited to, the Market Abuse Regulation as implemented under
Norwegian law), the Continuing Obligations for Issuers of
Shares on the Oslo Stock Exchange, as set out in Oslo Rule
Book II, and all other applicable laws and regulations.
As a company listed on the Oslo Stock Exchange, SATS is
subject to corporate governance reporting requirements
pursuant to Section 3-3b of the Norwegian Accounting Act,
as well as Section 4.4 of Oslo Rule Book II (the continuing
obligations for stock exchange listed companies). SATS
follows the Norwegian Code of Practice for Corporate
Governance (Norsk anbefaling for eierstyring og
selskapsledelse (NUES)) issued by the Norwegian Corporate
Governance Board as of October 14, 2021 (the Code).
SATS’ Board of Directors actively adheres to good corporate
governance standards, and it is striving to ensure that SATS at
all times is compliant with the requirements of Section 3-3b
of the Norwegian Accounting Act and the Norwegian Code of
Practice for Corporate Governance. To the extent SATS does
not fully comply with the Code, it will provide an explanation for
the deviation and the relevant basis for the chosen solution in
its annual report on corporate governance. The annual report
on corporate governance for 2022, as set out herein, has been
approved by the Board of Directors.
Main objectives for corporate governance
Corporate governance at SATS involves the set of relationships
between the management, the Board of Directors, shareholders
and other stakeholders. Corporate governance also provides
the structure through which the objectives of the company are
set, and it determines the means of achieving those objectives
and monitoring performance.
SATS’ governance structure comprises the following governing
bodies:
• General Meeting, elects Board members based on input
from the Nomination Committee and makes other corporate
resolutions that pursuant to law lie with the General Meeting.
• The Board of Directors, sets the strategic direction for SATS
and the overall organization, in addition to employing the
Chief Executive Officer (CEO) and monitoring performance,
risks and control functions within the Group.
• The CEO, operationalizes and implements the Board of
Directors’ strategies and directions, is responsible for the
day-to-day management of the company, and reports back to
the Board of Directors.
• Group functions, support the CEO in maintaining Group-
wide policies and oversight and follow-up on Group-wide
initiatives.
• Business units, delegated responsibilities for achieving
business objectives.
SATS’ corporate governance policy is based on the Code and,
as such, it is designed to establish a solid basis for good
corporate governance and support the achievement of SATS’
core objectives on behalf of its shareholders, including to
achieve profitability.
The manner in which SATS is governed is vital to the
development of its value to the shareholders and the investor
market over time. SATS believes that good corporate
governance involves openness and trustful cooperation
between all parties involved in the Group: shareholders, the
Board of Directors, management, employees, members,
suppliers, public authorities, and society at large. By pursuing
the principles of good corporate governance, which have been
approved by the Board of Directors, the Board of Directors
and management strive to contribute achieving the following
objectives:
• Openness. Communication with SATS’ interest groups shall
be based on openness on issues relevant for the evaluation
of the development and position of the company.
• Independence. The relationship between the Board of
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ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
Implementing and reporting on
corporate governance
Business
Equity and dividends
Equal treatment of shareholders
Shares and negotiability
General Meetings
Nomination Committee
Board of Directors: Composition and
independence
Work of the Board of Directors
Risk management and internal control
Remuneration for the Board of
Directors
Remuneration for executive personnel
Information and communications
Takeovers
Auditor
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Directors, management and shareholders shall be based on
independence. Independence shall ensure that decisions are
made on an unbiased and neutral basis.
• Equal treatment. One of SATS’ primary objectives is equal
treatment and equal rights for all of its shareholders.
• Control and management. Good control and corporate
governance mechanisms shall contribute to predictability
and reduce the level of risk for shareholders and other
interest groups.
For more information about SATS’ work with corporate
governance and its compliance with the Code, please read the
following sections.
Deviations from Section 1 of the Code: None.
BUSINESS
In accordance with SATS’ objectives in its articles of
association, it is a leading provider of products and services
related to health and fitness in the Nordics. The Group, through
its brands and concepts SATS, ELIXIA, Fresh Fitness and SATS
Yoga, operates 275 fitness clubs that serve more than 700,000
members. The Group employed around 9,000 employees as
at December 31, 2022, as further set out in the notes to the
consolidated financial statements.
SATS’ vision is to make people healthier and happier. To achieve
this vision, SATS is working with four pillars: (1) people, (2)
products, (3) presence and (4) promise. The promise pillar
represents SATS’ commitment to take responsibility beyond
paying members, such as its focus on public health.
SATS’ vision is directly linked to its sustainability strategy,
and it is thus integrated in the way of doing business at SATS.
SATS’ sustainability and social responsibility is part of its
strategy. SATS focuses on creating shareholder value within
a sustainable framework, considering economic, social and
environmental factors that involve SATS’ business and the way
it operates. The initiatives, projects and impacts are presented
in SATS Sustainability Report. The sustainability report has
been prepared in accordance with the Core option of the Global
Reporting Initiative (GRI) Standards. SATS’ main focus areas
for sustainability and social responsibility work are public
health, inclusion, jobs and empowerment, reliable and safe
societies, and environmentally sustainable operations—as
further set out below. SATS has in this respect included Scope
3 in the climate accounts, arriving at a complete footprint for
the year. SATS also sets targets for its continued efforts for
sustainability.
SATS’ three main priorities from a sustainability perspective,
are:
• Public health: Positive health effects of physical activity
are significant and well-documented. Inspiring people to
exercise, thereby promoting public health, is the heart of
SATS’ business.
• Inclusion, jobs and empowerment: Promoting equality and
inclusion, SATS provides opportunities for jobs, education
and personal growth. This empowers its people, and SATS is
proud to contribute to a society where ambition and attitude
lets you shape your future, regardless of your background.
• Energy management: SATS reports a full climate account,
including the Scopes 1,2 and 3 in their entirety, and is
working to reduce emissions. SATS will commit to the
Science Based Targets Initiative (SBTi) in 2023. As a leading
health and fitness chain in the Nordics, SATS believes it
can influence the fitness industry to operate in a more
environmentally efficient manner.
Furthermore, the Norwegian Transparency Act of June 18,
2021, No. 99 (Nw. Åpenhetsloven) went into effect on July
1, 2022, relating to enterprises’ transparency and work on
fundamental human rights and decent working conditions.
SATS’ report on the due diligence conducted in accordance
with the Norwegian Transparency Act is published on the
investor website.
Deviations from Section 2 of the Code: None.
EQUITY AND DIVIDENDS
Shareholders’ equity and capital structure
As of December 31, 2022, SATS had a share capital of NOK
431,473,051.75, divided into 203,146,142 shares, each with a
nominal value of NOK 2.125. The shares of SATS are registered
in Euronext Securities Oslo, the Norwegian Securities Trading
Depository.
The Board of Directors ensures that the company has equity
capital at an appropriate level considering SATS’ objectives,
strategy and risk profile, and is continuously monitoring SATS’
capital situation.
Authorizations to the Board of Directors
Authorizations empowering the Board of Directors to increase
the company’s share capital or acquire treasury shares are
limited to defined purposes, as resolved by the General
Meeting. Any such authorizations are granted for a period no
longer than until the next Annual General Meeting.
The Annual General Meeting held on April 4, 2022, gave the
Board of Directors the following authorizations:
• Authorization to increase the share capital by up to NOK
6,472,095.50 in connection with potential investment
program, in the event SATS establishes one. Deviation
from shareholders’ pre-emption rights is allowed. The
authorization is valid until the earlier of June 30, 2023, and
the 2023 Annual General Meeting.
• Authorization to increase the share capital by up to NOK
43,147,304.75 for purposes of securing an optimal capital
structure and capitalizing on potential growth opportunities.
Deviation from shareholders’ pre-emption rights is allowed.
The authorization is valid until the earlier of June 30, 2023
and the 2023 Annual General Meeting.
• Authorization to acquire treasury shares with a total nominal
value of up to NOK 43,147,304.75 to be used in connection
with any obligations by SATS under the existing or any
new investment programs. The authorization is valid until
the earlier of June 30, 2023 and the 2023 Annual General
Meeting.
Dividend policy
SATS’ leverage and dividend policy aims to ensure prudent
leverage going forward, with excess cash returned to
shareholders. In the short term, the key priority is to reduce the
net debt, while in the long term, excess cash is expected to be
returned to shareholders.
Deviations from Section 3 of the Code: None.
EQUAL TREATMENT OF SHAREHOLDERS
SATS has one class of shares, where each share carries one
vote. The shares in SATS carry equal rights, including rights to
dividend. The nominal value of the SATS share is NOK 2.125.
As part of their equal rights in SATS, shareholders have pre-
emption rights to participate in and subscribe for new shares
in a share capital increase. Any deviation from this pre-emption
PAGE 32 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
Implementing and reporting on
corporate governance
Business
Equity and dividends
Equal treatment of shareholders
Shares and negotiability
General Meetings
Nomination Committee
Board of Directors: Composition and
independence
Work of the Board of Directors
Risk management and internal control
Remuneration for the Board of
Directors
Remuneration for executive personnel
Information and communications
Takeovers
Auditor
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
right shall be justified by the common interest of the company
and its shareholders, as well as applicable equal treatment
regulations.
If the Board of Directors resolves to issue new shares and
deviate from existing shareholders’ pre-emptive rights pursuant
to an authorization granted to the Board of Directors, the stock
exchange announcement shall also include a justification
for such deviation. Similarly, if any resolution by the Board of
Directors to issue new shares is subject to approval by the
General Meeting of the company, a justification will also be
provided in the notice of the General Meeting.
The Board of Directors has been granted authorization from
the General Meeting to acquire treasury shares, inter alia
in connection with its share investment program. SATS’
transactions in treasury shares (own shares) shall be carried
out through the Oslo Stock Exchange’s trading platform at
the prevailing trading price or by making a public offer to all
shareholders. If the liquidity of the SATS share is weak, the
Board of Directors will take particular care when carrying out
a transaction in treasury shares through the stock exchange in
order to ensure equal treatment of its shareholders.
Deviations from Section 4 of the Code: None.
SHARES AND NEGOTIABILITY
SATS’ shares are listed on the Oslo Stock Exchange. The
articles of association do not include any form of restrictions
on the ownership, negotiability or voting rights relating to SATS’
shares.
Deviations from Section 5 of the Code: None.
GENERAL MEETINGS
The General Meeting of shareholders is SATS’ supreme
corporate body, serving as a forum for interaction between the
shareholders, the Board of Directors and management. The
company holds its Annual General Meeting in accordance with
the law and its articles of association. Extraordinary General
Meetings are held as required.
The next Annual General Meeting of SATS is scheduled for May
31, 2023. Practical details for the meeting will follow from the
notice to the Annual General Meeting and on SATS’ investor
website.
The Annual General Meeting must be held by the end of June
each year. The articles of association stipulate that the General
Meeting shall approve the annual accounts and the annual
report, including distribution of dividends, and any other matter
which is referred to the General Meeting by law or the articles
of association. The notice of the Annual General Meeting shall
be sent to SATS’ shareholders with known addresses at least
21 days prior to the meeting. Documents relating to matters
to be dealt with by the General Meeting, including documents
which by law shall be included or attached to the notice, will
not be sent to the shareholders if such documents have been
made available on the company’s website, provided that a
shareholder nevertheless may request that documents relating
to matters to be dealt with at the Annual General Meeting be
sent to them.
The articles of association further state that the Board of
Directors may decide that shareholders who want to participate
in the General Meeting must notify the company thereof within
a specific deadline that cannot expire earlier than three days
prior to the General Meeting.
Shareholders will be able to vote on each individual matter at
the General Meeting. Shareholders who are unable to attend
the General Meeting may vote in advance or by proxy. SATS’
shareholders may vote in writing, including through electronic
communication, during a specific period before the General
Meeting. More information about voting instructions, as well
as use of proxies, will be included in the notice of the General
Meeting.
Pursuant to Norwegian law, only shares that are registered in
the name of the shareholder may be voted. Shares that are
registered in a nominee account must be reregistered in the
VPS prior to the General Meeting in order for the shareholder to
be able to vote with the shares.
The chair of the Board of Directors, or another person
nominated by the Board of Directors, attends and opens the
General Meeting. The company facilitates that the General
Meeting can be chaired by an independent person.
Deviations from Section 6 of the Code: None.
NOMINATION COMMITTEE
The articles of association of SATS stipulate that the company
shall have a Nomination Committee, consisting of between
two and three members. Furthermore, the composition of
the Nomination Committee shall be resolved by the General
Meeting, where the majority of the Committee members shall
be independent from the Board of Directors and management.
The members shall be elected for periods of two years, unless
otherwise is resolved by the General Meeting.
The Nomination Committee comprises the following persons
for 2022, as resolved by the 2021 General Meeting: Erik
Thorsen (chair) and Øistein Widding (member). The members
are independent from the Board of Directors and management,
and they have been appointed until the 2023 Annual General
Meeting.
The work of the Nomination Committee is to submit
recommendations to the General Meeting for the election
of members to the Board of Directors, as well as the
members to the Nomination Committee, and to recommend
the remuneration for the Board members and Nomination
Committee members. The General Meeting has adopted
instructions for the Nomination Committee.
Deviations from Section 7 of the Code: None.
BOARD OF DIRECTORS: COMPOSITION AND
INDEPENDENCE
Pursuant to the articles of association of SATS, the Board of
Directors shall comprise between three and nine members,
elected by the General Meeting. Board members are appointed
for a period of two years, unless otherwise decided by the
General Meeting in connection with the election.
The current Board of Directors comprises the following five
Board members: Hugo Lund Maurstad (chair), Siren Sundby
(member), Søren Rene Kristiansen (member), Rebekka Glasser
Herlofsen (member) and Martin Folke Tivéus (member). A
description of the competence and background of the Board
members can be found at our website.
The Code stipulates that the composition of the Board of
Directors should ensure that it can operate independently of
any special interest, and therefore that the majority of the
Board members should be independent of the company’s
management and material business contacts. At least two
Board members shall be independent from the company’s main
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ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
Implementing and reporting on
corporate governance
Business
Equity and dividends
Equal treatment of shareholders
Shares and negotiability
General Meetings
Nomination Committee
Board of Directors: Composition and
independence
Work of the Board of Directors
Risk management and internal control
Remuneration for the Board of
Directors
Remuneration for executive personnel
Information and communications
Takeovers
Auditor
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
shareholders (shareholders holding more than 10 percent of
the shares in the company).
The Board composition meets the requirements of the
Code. All of SATS’ Board members are independent from its
management and material business contacts. Three of the
in total five Board members, Siren Sundby, Rebekka Glasser
Herlofsen and Martin Folke Tivéus, are independent from SATS’
main shareholders, TG Nordic Invest and AF III Holdco AS.
Deviations from Section 8 of the Code: None.
WORK OF THE BOARD OF DIRECTORS
The Board of Directors
SATS’ Board of Directors is composed with the intention of
exercising significant involvement and extensive oversight of
the Group’s operations. The Board of Directors is responsible
for the governance and administration of the company and
must ensure an appropriate organization of the company’s
business. While the Board of Directors has the formal and
overall responsibility for the administration of the company, the
day-to-day administration and activities are delegated to the
CEO. It is nevertheless the Board of Directors’ responsibility to
ensure that the company’s activities are properly organized,
to keep itself informed about the company’s financial position
and ensure that the company’s activities, accounts, and asset
management are subject to adequate control.
The Board of Directors conducts its work in accordance with
the “Instructions for the Board of Directors”, which includes a
policy on how the company handles related party transactions,
and the Board of Directors’ annual agenda. The annual agenda
covers an annual meeting and activity plan, covering strategic
planning, business issues and oversight activities for the
upcoming financial year. The key activities of the Board of
Directors include
• Setting and overseeing the achievement of SATS’ overall
long-term strategies and goals;
• Setting the overall organization and principles for company
operations and monitoring compliance with these;
• Approving budgets, business plans and investment limits;
• Handling capital and financing issues;
• Issuing the instructions for the CEO, as well as monitoring
the CEO’s work and the company’s performance;
• Evaluating the company’s internal control functions, risk
management, sustainability reporting and compliance with
SATS’ Code of Conduct; and
• Evaluating any transactions between SATS and its
shareholders, a shareholder’s parent company, members
of the Board of Directors, management or any closely
associated person to any such party that are deemed to
be material pursuant to the Norwegian Public Limited
Liability Companies Act. Any such material transactions
are subject to approval by the General Meeting, and the
Board of Directors is in such case required to arrange for an
independent auditor valuation of the transaction.
Additional matters that require attention from the Board of
Directors will be included in the Board of Directors’ agenda as
needed. The agenda for Board meetings, meeting materials
and minutes from the Board of Directors’ meetings are
distributed and archived by the CFO.
Neither members of the Board of Directors nor members of
management can consider items in which they have a special
and prominent interest. The interest of such persons is always
considered in accordance with the principles included in the
“Instructions for the Board of Directors,” and any interest is
notified by the relevant person to ensure that all matters can be
considered in an unbiased and satisfactory way.
Board committees
The Board of Directors has established two permanent sub-
committees, the Remuneration Committee and the Audit
Committee, which are described in further detail below. The
committees function as advisory board committees, meaning
that all decisions lie with the Board of Directors in accordance
with the Norwegian Public Limited Liability Companies Act. The
Remuneration Committee and the Audit Committee supervise
the work of the company’s management on behalf of the Board
of Directors and prepare matters for the Board of Directors to
consider and resolve upon within their respective designated
areas. The committees have the opportunity to work together
with company resources as part of their preparatory work and
to seek advice and recommendations externally.
Remuneration Committee
The Remuneration Committee shall consist of between
two and three members of the Board of Directors who are
appointed for two-year terms. The current members of the
Remuneration Committee are Hugo Lund Maurstad (chair) and
Siren Sundby (member), and they will serve until September
2023 unless their service is extended by the Board of Directors.
The primary task of the Remuneration Committee is to assist
the Board of Directors in matters relating to the remuneration
of the executive management of the Group, review succession
policies, career planning and management development plans,
and prepare matters relating to other material employment
issues in respect of executive management.
The Remuneration Committee reports and makes
recommendations to the Board of Directors, but the Board
of Directors retains responsibility for implementing such
recommendations through Board resolutions.
Audit Committee
The Audit Committee shall consist of between two and
three members of the Board of Directors who jointly have
the required qualifications and competence in accounting
and auditing set out in the Norwegian Public Limited Liability
Companies Act. The members of the Audit Committee are
appointed for two-year terms. The current members of the
Audit Committee are Rebekka Glasser Herlofsen (chair),
Søren Kristiansen (member) and Siren Sundby (member), and
they jointly have the required competence and expertise. The
committee members serve until September 2023 unless their
service is extended by the Board of Directors.
As a sub-committee to the Board of Directors, the Audit
Committee supports the Board of Directors in fulfilling its
responsibilities with respect to financial reporting, internal
controls, internal and external audit, risk management and risk
framework.
The primary tasks of the Audit Committee are to
• assist the Board of Directors in discharging its duties relating
to the safeguarding of assets, the operation of adequate
system and internal controls, the control processes and the
preparation of accurate financial reporting and statements
in compliance with applicable legal requirements, corporate
governance, and accounting standards;
• monitor and assess the quality of the statutory audit of
Group companies and the Group’s financial statements;
• help ensure the independence of the external auditor and
ensure compliance with applicable rules and guidelines
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ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
Implementing and reporting on
corporate governance
Business
Equity and dividends
Equal treatment of shareholders
Shares and negotiability
General Meetings
Nomination Committee
Board of Directors: Composition and
independence
Work of the Board of Directors
Risk management and internal control
Remuneration for the Board of
Directors
Remuneration for executive personnel
Information and communications
Takeovers
Auditor
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
regarding the provision of additional services by the auditor
to the Group or Group companies;
• provide support to the Board of Directors on the risk profile
and risk management of the Group; and
• initiate investigations, if necessary, and propose measures
relating to the tasks mentioned above.
The Audit Committee reports and makes recommendations
to the Board of Directors, but the Board of Directors retains
responsibility for implementing such recommendations
through Board resolutions.
The CEO
The Board of Directors has prepared instructions for the CEO.
The CEO is responsible for the business development and
leads and coordinates the day-to-day operations in accordance
with such instructions, as well as any other decisions made by
the Board of Directors.
Having the overall responsibility, the CEO has the final say in all
decisions according to legal requirements after consulting and
receiving feedback from relevant members of the management
team.
The CEO issues a delegation of obligations and authority, which
defines the responsibilities of the country managers and Group
functions, and within which limits they may make decisions.
Within this framework, duties and decision authorities are
further delegated person-to-person via solid reporting lines
based on the roles in the operational organization.
Deviations from Section 9 of the Code: None.
RISK MANAGEMENT AND INTERNAL CONTROL
Risk management
SATS operates within four jurisdictions in the Nordics; Norway,
Sweden, Denmark and Finland. The health and fitness industry
in these geographical markets is highly competitive, where
providers of health and fitness products and services compete
against price-conscious consumers. In striving to reach its
long-term strategic goals, SATS is inherently involved in risk-
taking. Risk management is therefore an essential element
of SATS’ work, culture, corporate governance, strategy and
operational and financial management. Reference is made to
SATS’ risk profile and risk factors in the Board of Directors’
Report.
Internal control
COMPLIANCE FUNCTION
SATS’ risk management is centralized as part of its Group-wide
functions. Through this work, SATS ensures that all significant
risks relating to strategic, operational, regulatory and financial
aspects of its operations are identified, analyzed and followed
up through the day-to-day work carried out by its business units
and functions.
The Board of Directors is involved in the risk management of
the Group’s operations, and it bears the overall responsibility
for the company having sound internal control and systems
for risk management. In this respect, the Board of Directors
carries out an annual review of the most important areas of the
Group’s overall risk exposure together with SATS’ management
team. The compliance function of the Group is responsible for
SATS’ risk management model. This include:
• presenting the Group’s consolidated risk report to
management, the Audit Committee and the Board of
Directors; and
• maintaining guidelines and templates for risk management
and reporting.
SATS’ compliance function is responsible for supporting
and monitoring compliance with legal requirements and
internal governance documents. The function is independent
of the operational activities and reports to the CEO as well
as administratively to the CFO. The function monitors the
development of the company’s risk exposure and internal
control regime on an ongoing basis and has the right and
obligation to report directly to the Board of Directors if material
risks and compliance incidents have not been communicated
timely to the Board of Directors through ordinary reporting
lines.
INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR)
The SATS system for ICFR is based on the COSO framework
and three lines of defense model. The approach is top-down
and risk based, beginning with the assessment of risks
of significant errors in the Group’s consolidated financial
statements. The controls are designed from the top (Entity
Level Controls) down to the process level (Process Level
Controls), and it is the sum of all these controls that make up
the total ICFR design for SATS.
The ICFR Framework at SATS is an integral part of SATS’
governance system, and the company has designed an annual
process to ensure compliance with policies and procedures,
the effectiveness of process level controls, and maintenance
of system effectiveness. An ICFR plan for ensuring ongoing
effective and efficient ICFR must be prepared every year and
presented to the Board of Directors for approval prior to the
start of the fiscal year. The ICFR plan must be prepared by the
ICFR Officer, taking into account the control owners’ learning
and the results from this year’s ICFR process and any changes
expected to impact ICFR.
Deviations from Section 10 of the Code: None.
REMUNERATION FOR THE BOARD OF DIRECTORS
The remuneration for the Board of Directors shall reflect
its responsibility, expertise and time commitment and the
complexity of SATS’ business. No Board Member has taken
on any specific assignments for SATS in addition to their
appointment as member of the Board of Directors. The
remuneration is resolved by the General Meeting pursuant to
the recommendation from the Nomination Committee.
Remuneration to the Board of Directors is reported in the notes
to the consolidated financial statements. The remuneration for
the Board of Directors is not linked to SATS’ performance. No
Board Member has been granted any options.
The members of the Board of Directors, except for Chair
Hugo Maurstad, were offered in 2021 the possibility to
purchase shares in SATS at a 20 percent discount on the same
terms and conditions as SATS’ employee share investment
program (ESIP). Rebekka Glasser Herlofsen and Siren Sundby
purchased 16,077 and 6,698 shares, respectively, subject to a
three-year lock-up. No shares were offered under the employee
share investment program to the Board of Directors in 2022.
Deviations from Section 11 of the Code: None.
REMUNERATION FOR EXECUTIVE PERSONNEL
The Board of Directors has prepared and adopted clear and
understandable guidelines for salary and other remuneration
for executive personnel, in line with the requirements of Section
6-16a of the Norwegian Public Limited Liability Companies Act
and Section 12 of the Code. The guidelines set out principles
that ensure responsible and sustainable remuneration
PAGE 35 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
Implementing and reporting on
corporate governance
Business
Equity and dividends
Equal treatment of shareholders
Shares and negotiability
General Meetings
Nomination Committee
Board of Directors: Composition and
independence
Work of the Board of Directors
Risk management and internal control
Remuneration for the Board of
Directors
Remuneration for executive personnel
Information and communications
Takeovers
Auditor
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
decisions in a manner which promotes SATS’ business
strategy, long-term interests and financial sustainability. The
current guidelines were approved by the General Meeting in
2022.
The guidelines will be assessed by the Board of Directors on an
annual basis, as a minimum, whereas any significant changes
in SATS’ remuneration policies for executive personnel require
a revision of the current guidelines and will be subject to
approval from the General Meeting. The guidelines, in any
event, will be approved by the General Meeting every fourth
year.
The Remuneration Committee presents its recommendation
to the Board of Directors concerning remuneration of
executive personnel on an annual basis, and, in this respect,
assesses the remuneration of such persons annually. The
remuneration for the company’s management team is set
out in Note 8 Personnel expenses of the consolidated annual
financial statements. The performance-based elements of
the remuneration for executive personnel are subject to an
absolute limit, as further set out in SATS’ guidelines for salary
and other remuneration for executive personnel.
INFORMATION AND COMMUNICATIONS
SATS believes that it has transparent and honest
communication with its shareholders, the capital market and
other stakeholders. The Board of Directors seeks to ensure
that the company’s accounting and financial reporting inspires
investor confidence.
Information is regularly published through the company’s
annual reports, quarterly reports, press releases, investor
presentations and stock exchange announcements in
accordance with what is deemed appropriate at any given time,
as well as in accordance with the statutory requirements for
such publications. The company’s annual reports and quarterly
reports contain extensive information about various aspects
of the Group’s business, activities and initiatives. Quarterly
presentations are webcast to the investor market, who are
invited to participate in Q&A sessions and schedule investor
meetings. Additionally, SATS held its inaugural Capital Markets’
Day in 2022, where investors, analysts and the press were
invited. At the Capital Markets Day, the Management provided
the market with an in-depth review of the Group’s ongoing
activities, strategy and operational development. The Capital
Markets Day was also webcast, and it can be watched by
anyone who is interested in learning more about SATS.
The shareholders of SATS, the capital market and the public
in general are treated equally when it comes to access to
the financial information. The investor relations department
of SATS maintains regular contact with the shareholders,
potential investors, analysts and other financial market
stakeholders. The Board of Directors is informed about SATS’
investor relations activities.
SATS publishes its financial calendar each year. The financial
calendar is publicly available at the company’s investor
website.
Deviations from Section 13 of the Code: None.
TAKEOVERS
The Board of Directors will not seek to hinder or obstruct any
takeover bids for SATS or its shares. In the event of such a
bid, the Board of Directors will seek to comply with Section 14
of the Code and applicable laws and regulations for takeover
processes.
There are no defense mechanisms against takeover bids
in SATS’ articles of association nor any underlying steering
document. In corporate takeover or restructuring situations, the
Board of Directors shall exercise due and proper care so that
all shareholders’ values and interests are preserved as best as
possible. During the course of a takeover process, the Board of
Directors and management shall ensure that all shareholders
are treated equally and that the business activities of the
Group are not unnecessarily disrupted. The Board of Directors
is responsible for ensuring that the shareholders of SATS are
given sufficient information and time to form a view on any
takeover offers presented to them.
Other than as described above, the Board of Directors has
not found it necessary to draw up any explicit basic principles
for SATS’ behavior in the event of a takeover bid. The Board
of Directors concurs with Section 14 of the Code and the
recommendations set out therein to takeover processes, and it
will seek to follow the recommendations of the Code should a
takeover process be relevant.
Deviations from Section 14 of the Code: None.
AUDITOR
The external auditor of SATS is Deloitte AS, who has been the
company’s auditor since 2015. The auditor is fully independent
from the company.
The auditors are responsible for the audit of the company’s
consolidated annual report and accounting records and to
remit whether these have been prepared in accordance with
applicable laws and recommendations. Prior to the audit, the
Audit Committee reviews Deloitte’s plan for the audit, and
after completion of the audit it reviews the plan and the work
performed.
The auditor is present in meetings when the internal control
over financial reporting (ICFR) is presented to the Audit
Committee. The auditor is generally present at meetings held
by the Audit Committee, and it is thus involved in the Audit
Committee’s work with the annual accounts and other related
tasks.
The auditor is also involved in the review of the company’s
internal control procedures, and it reports regularly to the Audit
Committee. Additionally, the auditor presents its audit and
work related thereto to the Board of Directors.
Deloitte assists SATS with certain consultancy services,
primarily tax advice. We have policies for use of non-auditing
services from Deloitte, which also has internal processes and
procedures to ensure its independence. The Audit Committee
is responsible for approving non-auditing services from
Deloitte in advance of our engagement of them.
The auditor’s fees are specified in 9 Other operating expenses
to the annual report.
Deviations from Section 15 of the Code: None.
Sustainability Report
PAGE 36 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
SUSTAINABILITY Report 2022
SUSTAINABILITY HIGHLIGHTS 40
SUSTAINABILITY MANAGEMENT 41
About the sustainability report 41
Sustainability governance 42
Stakeholders 43
Management approach 44
SATS and the UN Sustainable
Development Goals 45
SATS’ sustainability targets 46
Responsible procurement 47
ENVIRONMENT 48
Energy management 48
Circular resource management 51
Water management 51
SOCIAL 52
We are the Inspirators! 53
Community 59
Mindfulness 59
Sustainable nutrition 59
Member safety 60
Diversity, equality and inclusion 63
Skills and education 66
Human rights and respectful workplaces 67
Employee safety 68
GOVERNANCE 72
Customer rights and data protection 73
Business ethics and integrity 73
PAGE 37 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Sustainability highlights
Public health
Positive health effects
of physical activity are
significant and well-
documented. Inspiring
people to exercise in a safe
way, and thereby promoting
public health, is the heart
of SATS’ business.
Inclusion, jobs and
empowerment
Promoting equality and
inclusion, SATS provides
opportunities for jobs,
education and personal
growth. This empowers
people, and we are proud
to contribute to a society
where ambition and
attitude let people shape
their future, regardless of
their background.
Energy management
As the leading health
and fitness chain in the
Nordics, we can influence
our industry to climate
progress. Our ambition is
to commit to the Science
Based Targets initiative
(SBTi) during 2023.
S&P Global ranking
S&P Global ESG score
2022: 27 (93rd percentile).
PAGE 38 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
About the sustainability report
Sustainability governance
Stakeholders
Management approach
SATS and the UN Sustainable
Development Goals
SATS’ sustainability targets
Responsible procurement
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Sustainability management
ABOUT THE SUSTAINABILITY REPORT
(GRI indicators: 102-45, 102-46, 102-48, 102-54)
SATS’ sustainability report presents the company’s work
during 2022 related to sustainability and social responsibility.
The purpose of the report is to provide stakeholders with a
comprehensive summary of the company’s activities within,
and approach to, environmental, social and governance
sustainability. The report covers activities within the wholly
owned subsidiaries in Norway, Sweden, Finland and Denmark
in 2022, operating through the brands SATS, ELIXIA, Fresh
Fitness, SATS Yoga, and SATS Online. SATS’ sustainability
report for 2022 has been prepared in accordance with the
Global Reporting Initiative (GRI) Standards: Core option. The
GRI Index in the report provides an overview of disclosures
according to GRI Standards, including references to where
information related to each of the disclosures can be found.
The climate accounts for 2021 have been restated in this
report (a reduction of 81,134 tCO2e, due to an error in the
2021 reporting). Other than that, there are no significant
restatements of information presented in this report. There
have been no organizational changes during the reporting
period.
PAGE 39 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
About the sustainability report
Sustainability governance
Stakeholders
Management approach
SATS and the UN Sustainable
Development Goals
SATS’ sustainability targets
Responsible procurement
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
SUSTAINABILITY GOVERNANCE
(GRI indicators: 102-12, 102-13, 102-16, 102-18, 103-2)
SATS’ organizational structure and governance model for
sustainability work is illustrated in the figure below.
SATS Group has one set of ESG policies that is valid for the
Group, and it includes the operations in all four countries. The
purpose of these policies is to clarify for all stakeholders what
SATS Group stands for. Having the same policies for the entire
company also strengthens SATS Group’s ambition to build one
way of working in all countries of operation. SATS employees,
on all levels, are generally very engaged in ESG topics. For
this reason, it is extra valuable that the Group’s common ESG
policies provide a joint platform for ESG understanding and
engagement across the company. SATS Code of Conduct
is one of SATS’ tools to implement our Group-wide policies.
The Code of Conduct was rigorously implemented in 2019,
with employee courses across the company, and has since
then been a regular topic at various employee meetings and
courses as well as included in the onboarding journey for new
employees. The challenge for SATS in ensuring all employees
know its Code of Conduct is that many employees are difficult
to reach as they work only 2–3 hours a week and have their
main employment elsewhere (e.g., group training instructors).
Aware of this challenge, SATS ensures that Code of Conduct
information and courses are as easily available as possible
(e.g., online).
The SATS Supplier Code of Conduct has been signed by
all suppliers with whom the SATS Group has a purchasing
agreement, and it clarifies the E, S and G contractual
obligations to which each supplier must adhere when working
with SATS. The Group policies and codes of conduct listed
below are available on our website.
• Code of Conduct
• Supplier Code of Conduct
• Sustainable Procurement Policy
• Climate and Environmental Policy
• Health and Safety Policy
• Privacy Policy
BOARD OF DIRECTORS
Responsible for the strategy
SUSTAINABILITY
COMMITTEE
Responsible for the day-to-day
sustainability work, including risk
analyses, sustainability reporting,
implementing sustainability
initiatives etc.
NORDIC MANAGEMENT GROUP
Responsible for the implementation
of the strategy
BUSINESS UNITS
Each member of the Nordic Management Group
is responsible for managing ESG risks and
opportunities in his/her business unit
SATS is a member of trade organizations in all our operating
countries: NHO in Norway, Frisk in Sweden, SKY in Finland,
and Dansk Erhverv, Dansk Fitness and the Helse organization
in Denmark, in addition to the international trade organization
IHRSA (International Health, Raquet & Sportsclub Association).
SATS is working actively with anti-doping together with
Antidoping Norge in Norway, Dopinglinkki in Finland, Anti-
Doping Danmark in Denmark and Anti-Doping (NADO) in
Sweden. Furthermore, the company is collaborating with the
independent Anti-Doping Foundation Pure for Sure for SATS
Academy.
Structure and governance model
“SATS employees, on all levels, are
generally very engaged in ESG topics.
For this reason, it is extra valuable
that the Group’s common ESG
policies provide a joint platform for
ESG understanding and engagement
across the company.“
PAGE 40 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
About the sustainability report
Sustainability governance
Stakeholders
Management approach
SATS and the UN Sustainable
Development Goals
SATS’ sustainability targets
Responsible procurement
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
STAKEHOLDERS
(GRI indicators: 102-40, 102-42, 102-43, 102-44)
In 2019, SATS started a process to identify relevant stakeholder
groups and survey important topics for further reporting. The
purpose was to identify the areas that are most important and
relevant to the company’s sustainability work. SATS updated
this analysis in 2021. The primary stakeholders are shown in
the stakeholder map below. All the stakeholders are important
and meaningful in relation to SATS’ sustainability work, but
special emphasis is placed on members, employees, and
investors.
Our members’ input and ideas are helpful and important in all
SATS improvement work. Members provide feedback through
NPS surveys (as described in the Member satisfaction section
of the report), to our member service, and, most importantly, to
our employees at our training clubs.
Our employees also experience our operations up close but
from a different perspective than our members. They receive
member feedback, and, since many of them spend a lot of time
at our training clubs, they can observe improvement potential
and provide feedback and ideas. Employee feedback is mostly
channeled through managers but also through employee
surveys and the whistleblowing system (as explained in the
Employee dialogue and Whistleblowing sections).
Investors bring valuable insight from relevant peers, regulators
and the financial market, complementing the input from
members and employees.
Key topics and concerns raised through this stakeholder
dialogue are described below.
• SATS used to provide blue plastic shoe covers for members
to put on while walking through the club to the changing
rooms. Concerns were raised as to why SATS was using so
much plastic, especially since the plastic used in such blue
shoe covers is not very environmentally friendly. SATS has
now removed these blue shoe covers in all countries, and in
some locations replaced them with environmentally friendly
plastic bags. Members take off their shoes at the entrance
and carry them to the changing rooms.
• We have received feedback that fridges used to chill drinks
and food should be equipped with doors. SATS has listened
to this feedback and most existing fridges have been
switched out, and all new fridges are equipped with doors.
• Concerns have been raised that SATS should review and
reduce its paper and plastic consumption. As a result,
this work has been initiated and in many cases SATS has
managed to find new non-paper or non-plastic solutions. This
is further described in the Circular resource management
section of this report.
• On a typical Monday evening, SATS clubs are full of healthy
and happy members sweating away on cardio machines that
are powered by electricity. What if all this member energy
could be captured and used instead of just wasted? The idea
has been brought up by many different stakeholders and on
several occasions. SATS has reviewed the options for using
the energy its members produce. The conclusion, however, is
that the investment required cannot be motivated given the
low amounts of energy produced. This can be exemplified
by the following: An experienced cyclist with a high level
of physical fitness can produce about 200 W in one hour
Structure and governance model
Employees
Suppliers
Media
Local
communities
Members
Board of
Directors
Creditors
Public
authorities
Investors and
analysts
of cycling. We can assume that an average member can
produce about 100 W per hour on a cardio machine, meaning
that a full cardio room on a Monday night, with say 20 people
continuously on treadmills from 5–8 PM, would produce
3x 20 x 0.1 kWh, i.e., 6 kWh. This is equivalent to the energy
consumption of about 15 minutes in a warm shower or
4–10 washing machines (depending on water temperature).
We concluded that this rather low energy potential was not
worth the investment required or the energy cost of replacing
cardio equipment with a type that allows energy capture.
Therefore, it was decided not to proceed with the project.
Through cooperation with its stakeholder groups, the company
is better equipped to find good, balanced solutions to work
toward a sustainable development locally, nationally and
globally.
“Investors bring valuable insight from
relevant peers, regulators and the
financial market, complementing the
input from members and employees.“
PAGE 41 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
About the sustainability report
Sustainability governance
Stakeholders
Management approach
SATS and the UN Sustainable
Development Goals
SATS’ sustainability targets
Responsible procurement
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
MANAGEMENT APPROACH
(GRI indicators: 102-47, 102-49, 103-1, 103-2, 103-3)
In 2020, SATS conducted the company’s first materiality
assessment and based the Group’s 2020 initiatives and
reporting on this assessment. In 2021, we concluded that an
improved materiality assessment would help us strengthen
our sustainability work. Our ambition was also to better clarify
our contribution to the UN Sustainable Development Goals. We
identified the following sustainability themes where we believe
SATS can have the most significant impact.
Care for our planet: This sustainability theme centers mainly
around climate impact but also addresses circular resource
management and water management. We include Scopes 1,
2 and 3 in our GHG emission statement, and the Board has
decided that SATS will commit to the SBTi in 2023.
Public health: This is the sustainability theme where SATS’
impact is most significant. Our vision, to make people healthier
and happier, is clear and telling. The heart of SATS’ business
is to provide opportunities for safe and healthy exercise and
mindfulness and inspire people to seize these opportunities.
Inclusion, jobs and empowerment: SATS is committed to
creating an including and safe workplace: an atmosphere
where employees can grow and learn at work as well as in
the classroom and through online courses. We take pride
in the fact that employees can build a great career at SATS,
regardless of educational background and network.
Reliable and safe societies: Operating in the Nordic countries,
with its strong institutions, stable democracies, and limited
corruption, SATS is humbly grateful for the significant values
this environment provides. The company is committed to
contributing to making the world more reliable and safer.
Within each sustainability theme, we have identified
sustainability topics where we believe our impact is material.
The illustration below shows an overview of our sustainability
themes and topics. Our contribution within all of these
sustainability themes and topics is described in detail in this
report. We believe our commitment and contributions truly
make a difference and can drive industry-wide improvement.
ENVIRONMENT GOVERNANCESOCIAL
SATS sustainability work
We are the Inspirators! Customer rights and data protection
Diversity, equality and inclusion
Energy management
MindfulnessWater management
Skills and education
Member safety
Community Business ethics and integrity
Employee safety
Circular resource management
Sustainable nutrition
Human rights and respectful
workplaces
PUBLIC HEALTH RELIABLE AND SAFE SOCIETIES
INCLUSION, JOBS AND
EMPOWERMENT
CARE FOR OUR PLANET
PAGE 42 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
About the sustainability report
Sustainability governance
Stakeholders
Management approach
SATS and the UN Sustainable
Development Goals
SATS’ sustainability targets
Responsible procurement
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
SATS AND THE UN SUSTAINABLE DEVELOPMENT GOALS
(GRI indicator: 102-12)
Agenda 2030 was established by the United Nations in 2015 as
a universal call to action to end poverty and set the world on a
path of peace, prosperity, and opportunity for all on a healthy
planet. The agenda consists of 17 Sustainable Development
Goals (SDGs) and 169 underlying targets to be achieved by
the end of this decade. It has been adopted by all UN member
states. Meeting these targets requires a concerted effort
from all businesses and markets, and SATS is committed to
contributing to this effort. With its market leading position
in the fitness and training industry in the Nordics, SATS is in
a unique position and bears an important responsibility to
contribute to achieving the SDGs.
We have identified the SDGs where our efforts have the
greatest impact. These are based on an assessment of
the underlying targets within each SDG and SATS’ ability to
contribute to these targets. Since 2019, SATS has tied its
contribution to UN Sustainable Development Goal #3 Good
health and well-being and #12 Responsible consumption and
production. In 2021, we also tied our contribution to Goal #8
Decent work and economic growth, Goal #5 Gender equality,
and Goal #13 Climate action.
The illustration shows all of these SDGs and which SATS
sustainability topics contribute to each SDG. SATS’ work within
each sustainability topic is described in this report.
Ensure healthy lives and
promote well-being for all
at all ages
Achieve gender equality and
empower all women and girls
Promote sustained, inclusive
and sustainable economic
growth, full and productive
employment and decent work
for all
Ensure sustainable
consumption and
production patterns
Take urgent action to
combat climate change
and its impacts
SATS and the UN Sustainable Development Goals (SDGs)
Source: sdgs.un.org/goals
• We are the Inspirators!
• Community
• Mindfulness
• Sustainable nutrition
• Member safety
• Diversity, equality and inclusion
• Human rights and respectful workplaces
• Skills and education
• Employee safety
• Customer rights and data protection
• Business ethics and integrity
• Energy management
• Diversity, equality and inclusion
• Skills and education
• Human rights and respectful workplaces
• Circular resource management
• Water management
UN SDG SATS’ contribution: identified sustainability topics
PAGE 43 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
About the sustainability report
Sustainability governance
Stakeholders
Management approach
SATS and the UN Sustainable
Development Goals
SATS’ sustainability targets
Responsible procurement
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
SATS’ public health target
SATS’ strongest sustainability contribution is within public health, and the
company is committed to contributing to healthier and happier communities.
SATS’ public health target is to reach 50 million member workouts in one year,
which would imply a significant benefit for public health. In 2022, we reached
almost 38 million workouts.
SATS’ energy management target
The climate crisis remains one of the world’s most urgent challenges, with
increasing impact in terms of scope and depth. Scientific consensus shows
us that, to avoid catastrophic effects, we must not go beyond an average
global temperature increase of 1.5ºC from pre-industrial levels. This requires
current carbon emissions to halve every decade. Without immediate and
coordinated action, global communities, ecosystems and economies will
suffer significant damage.
SATS is committed to being part of the concerted effort required to reach the
Paris Agreement target. The Board has decided that SATS Group will commit
to the Science Based Targets initiative (SBTi) in 2023.
SATS’ sustainability targets
PAGE 44 BROWSE SEARCHCONTENT
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Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
About the sustainability report
Sustainability governance
Stakeholders
Management approach
SATS and the UN Sustainable
Development Goals
SATS’ sustainability targets
Responsible procurement
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
RESPONSIBLE PROCUREMENT
(GRI indicators: 102-9, 102-10, 308-1, 308-2, 414-1)
When procuring products and services, SATS has the
opportunity to impact its suppliers, giving them incentives
to improve on topics regarding E, S and G. This opportunity
is most significant when dealing with companies within the
health and fitness industry in the Nordics, where SATS is
a leading player. We believe our actions can drive valuable
improvement and are committed to using our purchasing
power wisely and as effectively as possible.
SATS’ purchasing policy ensures that SATS uses this
opportunity to exercise responsible procurement. It addresses
delegation of authority and responsibilities related to the
purchasing of goods and services and applies to all employees
who are involved in purchasing decisions.
To reduce ESG risk and to incentivize responsible E, S and
G behaviour, our procurement strategy is to source from
large, established, preferably Scandinavian, suppliers and
distributors. The implication of this strategy might be a higher
purchasing price on some products and services. It has
not come to our attention that any of our suppliers have a
significant, actual or potential, negative social or environmental
impact.
We introduced our Supplier Code of Conduct in 2019, and
since then it has been included in all supplier agreements.
The Supplier Code of Conduct clarifies SATS’ expectations to
its suppliers on topics such as anti-corruption, human rights,
environment, etc and is publicly available on our website.
The process of selecting suppliers and purchasing goods and
services is a shared responsibility between the requisitioning
business unit and the purchasing department. When a
business unit makes a purchasing request, SATS’ purchasing
organization evaluates the scope of the request, if there is
a need for contracting a supplier or not, whether initiating a
major sourcing project is relevant, and if the need is country
specific or similar for all countries.
SATS does not have its own warehouses or logistics
department. Instead, we work with local distributors who
manage supply and logistics directly to all our clubs across
the Nordics. Club employees order products through a
purchasing portal available only for the SATS organization.
Products ordered through this portal include consumables
needed (e.g., paper towels, cleaning detergents and cleaning
equipment) and retail goods for sale in our shops (e.g., training
supplements, clothes and equipment). All the products for sale
in the purchasing portal are sold through contracted suppliers
and/or distributors with whom SATS’ purchasing department
has a purchasing agreement.
Cleaning services is a higher ESG risk purchasing category,
and to reduce risk SATS works with supplier agreements
with a contractually agreed process for dialogue between the
cleaning supplier and SATS managers. These meetings and
dialogue create transparency, and any challenges or issues can
be addressed and resolved.
Construction (building and renovating our clubs) is also a
purchasing category with higher ESG risk. SATS’ policy is to
reduce ESG risk as much as possible, and we have chosen
therefore to work with large established firms that can be
expected to handle ESG in a responsible way. In addition, SATS
construction project managers work closely with construction
suppliers on all building projects.
CHANGES IN THE SUPPLY CHAIN
• A new supplier, based in Denmark, was contracted for SATS
clothing. The SATS clothing products are now produced
mostly in China and handled in accordance with SATS’ ESG
routines.
• An agreement with a large supplier of cardio equipment for
our clubs was signed. This is an example of how we update
our large procurement contracts every second to third year.
• Five new, large construction suppliers were added to our
supplier list in Sweden; where we previously only had one
large supplier. The ambition going forward is to establish
a framework agreement with approximately three large
construction suppliers per country, which will provide us with
flexibility when managing our construction projects such as
new club projects and renovations.
• The agreement with the supplier that manufactured our Rflex
mirrors for Mentra by SATS was discontinued. The reason for
this is that SATS has paused the sales of Rflex mirrors.
PAGE 45 BROWSE SEARCHCONTENT
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Introduction
Board of Directors’ report
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SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Energy management
Circular resource management
Water management
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Environment
Care for our planet is the theme for SATS’ environmental
sustainability work. As a service provider, SATS’ direct
environmental impact is rather limited. However, the company
is the leading Nordic fitness chain and has the power to
set the standards in the marketplace. Furthermore, SATS’
stakeholders expect environmental compliance, transparency,
and improvements.
The company has a Climate and environmental policy, which
is one of the SATS Group policies and published on the
company’s website. Within the environmental sustainability
theme Care for our planet, SATS has identified three topics
where the company has an impact:
ENERGY MANAGEMENT
SATS is committed to contributing to the Paris Agreement,
for the world to stay within a global temperature increase of
1.5 degrees Celsius. We include Scopes 1, 2 and 3 in our GHG
emission statement, and the Board has decided that SATS
Group will commit to the Science Based Targets Initiative in
2023. So far, SATS’ energy management work has focused on
mitigation activities.
Electricity efficiency
The majority of SATS’ energy consumption takes place at our
clubs. Over the years, SATS has conducted several projects to
identify and remedy sources of energy inefficiencies. Typically,
more efficient energy solutions are installed during larger
renovation projects or when new clubs are built. In addition,
new energy solutions are rolled out faster when they provide
Energy management
Circular resource management
Water management
CARE FOR OUR PLANET
“SATS is committed to contributing
to the Paris Agreement, for the world
to stay within a global temperature
increase of 1.5 degrees Celsius.“
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SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Energy management
Circular resource management
Water management
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
large improvement in energy efficiency. SATS’ work to reduce
electricity consumption, which focuses on the main sources
of consumption, is described in the following sub-sections.
The actions taken are in line with the recommendations from
energy mappings. During 2022, SATS has further strengthened
its focus on reducing electricity consumption.
VENTILATION
Ventilation is one of the main sources of energy consumption
at SATS and has therefore been a focus for many years. New
clubs are built with demand-controlled ventilation. In addition,
SATS has installed a system called “Datavaktmesteren”
in select high-consumption clubs in Norway. This system
automatically controls the ventilation, optimizing air amounts
based on the varying demands over the course of a day. Peak
hours, when the club has the most visits, require more air than
in the early afternoon or late evenings or even at night when
the club is not even open. Similar ventilation systems are also
installed in clubs in other countries, although in these cases
they are often owned by the landlord.
In addition to these smart ventilation efficiency solutions,
SATS also works with the rather basic activities to ensure
that ventilation in clubs is only turned on during opening
hours. Most ventilation systems have control boards with
manual settings that are set by the landlord. Because club
opening hours can vary depending on the day of the week
and sometimes the season, routines including corresponding
ventilation time adjustments are important.
SATS will continue to work to improve its ventilation efficiency,
by both implementing already identified solutions in more
clubs and testing new methods as new technologies become
available. A dialogue with the landlords will also continue to be
vital for ventilation efficiency since landlords often control the
ventilation systems.
LIGHTS
Lighting represents a rather significant part of SATS’ electricity
consumption. SATS applies two methods to reduce this
consumption: installing LED lights to reduce electricity
consumption per light and reducing the unnecessary time
lights are on at our clubs. The latter includes working with
sensor systems and maintaining a dialogue with employees
and members to ensure unneeded lights are turned off.
LED lights are installed in all new clubs and renovation projects
where lighting is included. SATS evaluates installation of LED
lights in other clubs using a cost-benefit analysis. To reduce the
on-time of lights, and thereby reduce electricity consumption,
SATS works with a number of activities depending on club size
and visit pattern. One such measure that has been evaluated is
cleaning during opening hours.
FRIDGES
Several chilled products, such as drinks and lunches, are
displayed and sold in SATS’ retail shops. Most fridges in SATS
clubs have doors to avoid letting the cool air out. SATS has
historically used open fridges for campaign display, but these
have been removed for the most part.
To reduce energy consumption related to fridges, the company
applies a range of activities. First, SATS controls fridges for
cold drinks with timers so they turn off when the clubs are
closed. This only applies to fridges that contain drinks that
can be stored both chilled and at room temperature without
being harmed. Second, SATS places drinks in the fridge in a
way that enables energy-efficient cooling: empty space is left
at the very back of the fridge and the bottom shelf is left empty.
Third, a cover is drawn down when the club is closed to avoid
unnecessary energy leakage.
HEATED GROUP TRAINING STUDIOS
Some group training classes are held in heated group training
studios. The first heated group training studios in SATS were
built more than ten years ago. Since then, technology has
advanced and both heaters and room construction have
improved with regards to energy efficiency. SATS has installed
timers on heaters to ensure they turn on at the right time before
a heated group training class and turn off immediately after
the class. Instructors of these classes also try to minimize the
amount of time the door to the heated studio is open, letting
members in quickly and then closing the door to avoid that
the heat escapes. SATS has hot studios at only a minority of
its clubs, but group training in a hot studio is popular, so this
product is likely to remain in our offering and may even grow.
SATS has initiated a project to develop a system with heat
pumps to produce the heat for these studios instead of electric
heaters. This would reduce the energy required for heating by
one-third.
SAUNAS
The majority of SATS’ clubs offer its members a sauna. A few
also offer steam baths. To optimize electricity consumption,
SATS installed timers on many of its saunas. With this solution,
the sauna remains on during club opening hours, but at a very
low temp. Members who wish to use the sauna can push a
button to increase the heat temporarily.
During the fall of 2022, SATS decided to temporarily close
many of the saunas at its clubs to reduce electricity cost and
consumption. SATS is re-evaluating this decision on a regular
basis to balance the need for energy consumption against the
product offering.
Replacing fossil fuel cars with electrical cars
At the end of 2021, SATS leased and operated 39 cars across
the Nordics, of which three were electric, five were hybrids and
31 used fossil fuels. During 2022, the company replaced five
fossil fuel cars with electric cars. In addition, the company also
added two electric cars and one hybrid. In total, the company
now operates 42 cars: ten electric, six hybrids and 26 fossil-
fuel cars.
The infrastructure for charging electric cars across most of
Norway has now become good enough that it is possible to
use electric service cars. The ambition is therefore to replace
each fossil fuel car with an electric equivalent as leasing
contracts expire. The charging infrastructure in the other
Nordic countries is also developing in this direction.
Climate risk
(GRI indicator: 201-2)
SATS has assessed climate-related risks and opportunities to
position the company and be prepared for stricter requirements
on reporting for listed companies. The risks and opportunities
are mapped in accordance with the recommendations of the
Task Force on Climate Related Financial Disclosures (TCFD).
The conclusion of this mapping is that climate-related risk for
SATS is considered to be low. The company is well-positioned
to respond to climate changes and stricter climate-related
regulations and requirements. The Board of Directors has
climate risk on its agenda, and management integrates climate
risks into the company’s risk management system as well as
its three-year strategy.
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APPENDIX
Climate accounts
(GRI indicators 302-1, 305-1, 305-2, 305-3)
SATS presents a full climate account on a yearly basis,
including Scope 1–3 in their entirety. We believe that what gets
measured gets managed, and the climate account serves as
the foundation for decision-making related to reducing SATS’
footprint. As a service company, our emissions are modest,
but there is still room for improvement. We believe SATS has a
great untapped potential in influencing vendors and partners to
reduce GHG emissions.
Emissions related to non-electric company cars amounted to
155 tCO2e in 2022, up 3 percent from 2021. Of the non-electric
company car emissions, 85 percent stemmed from diesel cars,
and the remainder from petrol cars. SATS does not consume
any fuel other than through company cars, and the total Scope
1 emissions thus totaled 155 tCO2e, which is equivalent to 0.1
percent of the total emissions of the company.
The location-based electricity emissions were 1,847 tCO2e
in 2022, representing a 2 percent reduction since 2021. The
electricity consumption was artificially low in 2021 due to
imposed club closures and other COVID-19 restrictions, so
the underlying reduction in electricity consumption was higher
than the reported 2 percent. Additional electricity savings
measures implemented in Q3 2022 were the primary drivers
behind the reduction, including temporary shutdown of saunas,
adjustments of ventilation systems, adjustments of water
temperature, and so on. The emissions from district heating
and cooling totaled 1,499 tCO2e, down 3 percent from 2021.
The total location-based emissions in 2022 were 3,346 tCO2e,
while the market-based emissions were 18,545 tCO2e. The
latter decreased by 3 percent from 2021 and represented 7
percent of the total 2022 emissions.
The majority of the Scope 3 emissions are calculated using
a spend-based method, with emissions being estimated by
multiplying economic value in USD by relevant secondary
emission factors. The high inflation during 2022 and the
weakening of NOK against USD resulted in higher estimated
emissions. These factors, in addition to an almost full year
of operations in 2022 as opposed to 2021, were the main
contributors to the increase in Scope 3 emissions by 36
percent to 246,061 tCO2e in 2022.
Climate accounts
2022 2021
GHG emissions GHG emissions
Quantity Unit tCO2e Percent Quantity Unit tCO2e Percent
Scope 1 Fuel consumption related to:
Non-electric company cars 59,009 Litre 155 57,266 Litre 150
of which diesel 49,628 Litre 132 45,003 Litre 119
of which petrol 9,381 Litre 23 12,263 Litre 30
Sum Scope 1 155 0.1% 150 0.1%
Scope 2 Electricty and district cooling/heating
Purchased electricity location based 60,457 MWh 1,847 60,681 MWh 1,875
District heating 23,585 MWh 1,332 23,502 MWh 1,418
District cooling 3,106 MWh 167 2,471 MWh 133
Sum Scope 2 Location based 3,346 3,426
Purchased electricity market based 17,046 17,521
Sum Scope 2 Market-based 18,545 7.0% 19,072 9.5%
Scope 3
1: Purchased goods and services
1
106,222 40.1% 85,773 42.9%
2: Capital goods 29,994 11.3% 25,724 12.9%
3: Fuel and energy
1
0 0.0% 0 0.0%
4: Upstream transportation and distribution 35,613 13.5% 12,779 6.4%
5: Waste 43,414 16.4% 29,254 14.6%
6: Business travel 453 0.2% 338 0.2%
7: Employee commuting 914 0.3% 982 0.5%
8: Upstream leased assets 0 0.0% 0 0.0%
9: Downstream transportation and distribution 0 0.0% 0 0.0%
10: Processing of sold products 0 0.0% 0 0.0%
11: Use of sold products 8,836 3.3% 7,729 3.9%
12: End-of-life treatment of sold products 20,601 7.8% 17,898 9.0%
13: Downstream leased assets 13 0.0% 11 0.0%
14: Franchises 1 0.0% 1 0.0%
15: Investments 0 0.0% 0 0.0%
Scope 3 total 246,061 92.9% 180,488 90.4%
Total GHG emission 264,761 100% 199,710 100%
1)
2021 figures are restated, due to an error in the 2021 reporting.
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APPENDIX
Energy intensity
2022 2021
Energy consumption
MWh/total revenues (NOK million) 21.3 26.8
Energy consumption
MWh/employee 8.5 10.1
GHG emissions intensity
2022 2021
Tonnes CO2e/total revenues
(NOK million) 0.8 1.0
Tonnes CO2e/employee 0.3 0.4
SATS did not sell any electricity, heating, cooling or steam and
did not buy any renewable energy.
The 2022 climate accounts are prepared using the following
2021 emission factors:
• International Energy Association (IEA)
• Department of Business
• Energy and Industrial Strategy (Scope 1 emission factors),
AIB Guaranteeing the origin of European energy
(Scope 2 emission factors)
• Scope 3 Evaluator | Greenhouse Gas Protocol
(Scope 3 emission factors)
CIRCULAR RESOURCE MANAGEMENT
SATS sells food and drinks, clothes, training tools and
equipment. SATS’ own branded products include food, drinks,
and a clothing line. About 30 percent of all SATS drinks sold are
sold in recyclable bottles or cans with approved pant marking.
The pant marking needs to be approved by authorities in each
country where the product is sold. In Norway, all SATS cans
and bottles are recyclable and pant-approved by authorities.
In Sweden and Denmark, SATS bottles and cans are approved
but bottles containing dairy products cannot be approved
for pant in these countries. In Finland, the process for being
approved by the pant system is long, and Elixia is still waiting
for approval.
It was important for SATS to use recycled fibers to produce
its own clothing line. The company is proud to declare that
all items in the SATS clothing line, except women’s tights and
women’s underwear, are made using recycled fibers. Going
forward, this is something the company wants to develop
further.
Members consume paper towels, for example after
washing their hands and cleaning equipment after use. This
consumption increased significantly in 2020 and 2021, even
though many SATS clubs were in lockdown for many months
during these years. This increase was an effect of members’
increased need for, and willingness to, clean equipment
after use during the pandemic. Public health and infection
control has been prioritized over a reduction of paper towel
consumption. In 2022, the consumption of paper towels was
on about the same level as in 2021, with pandemic-related
capacity restrictions and club closures lasting into January and
February and certain extra hygiene habits persisting after the
pandemic.
SATS also has the ambition to repair training equipment and
machines to every extent possible rather than discontinuing
their use. When equipment is replaced, SATS attempts to sell
it to a third-party for further use. As a last resort, SATS’ service
technicians disassemble the machine, keeping all spare parts
to be used to repair other machines.
SATS has also found various ways to reduce paper and plastic
consumption:
• When signing up new members, each member used to
receive a paper contract with several pages of printed text.
Now, new members sign digitally instead, and contracts are
stored in a digital format.
• At the close of each day, on every club, SATS employees
used to print and then save a cash registry report. This is
now done digitally instead.
• After logging in to participate in a group training class,
members receive a paper ticket to give to the instructor. Due
to the number of group training classes and group training
visits every day at all of our 275 training clubs, this turns
out to be a lot of paper tickets. SATS recognizes that an
improved digital solution is needed and is in the process of
implementing one (but it is not completed yet).
• SATS no longer issues physical membership cards; instead,
members use a QR code in the SATS app to log in at the
clubs.
• Marketing material: SATS used to print a lot of marketing
material for the clubs, distributing many new posters to all
our clubs each month. This material has now been reduced,
with posters and marketing material moving toward more
general content that can be used for longer periods of time
(typically replaced 1–2 times a year).
• SATS used to print large volumes of group training schedules
to distribute at our clubs. Schedules are now only available
digitally.
• SATS used to use a lot of marketing materials such as fliers,
free training vouchers, etc. These types of material are no
longer used (or only as rare exceptions).
WATER MANAGEMENT
Most of the water consumption at SATS’ clubs is consumed in
the showers, but cleaning, hand washing, and filling of water
bottles also drive water consumption. In SATS clubs, showers
are built with low water consumption, have shower heads
that distribute the water sparingly and are controlled through
timers. The standard shower timer turns off the shower after
about 20 seconds. In sinks, motion sensor technology is used
to control and minimize water consumption.
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We are the Inspirators!
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APPENDIX
Social
Within social sustainability, SATS has identified two themes
where our contribution is material: Public health and Inclusion,
jobs and empowerment.
Public health is the sustainability theme where SATS believes
it has its highest impact. This theme is also the one engaging
the majority of the company’s stakeholders the most. The
company’s vision of making people healthier and happier
clearly illustrates the company’s high ambition. Within the
Public health theme, SATS has identified five sustainability
topics where the company focuses its efforts:
PUBLIC HEALTH
We are the Inspirators!
Mindfulness
Member safety
Community
Sustainable nutrition
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APPENDIX
WE ARE THE INSPIRATORS!
It is rare to see a member leave our clubs looking unhappy.
Regardless of how far they have run or how heavy they have
lifted, when they leave, they have achieved something. At SATS,
we see it as our main purpose to help our members be inspired
to visit us more often and get the most out of every visit. We
want all members to feel welcome, and we take pride in making
sure that our clubs are clean and tidy. We smile and encourage
our members while we are doing our daily tasks.
A good amount of physical activity helps people stay healthy
and happy and most people, could get improved health from
increasing their physical activity. Therefore, motivating both
members and non-members to exercise is at the heart of
SATS’ business. This is what the entire organization is set up to
achieve, from our training clubs where club managers, personal
trainers and instructors inspire and guide our members when
they visit us, to our colleagues at the service office who
develop, for example, our member communication, digital
training tools and new training products.
Our target is to achieve 50 million member visits in one year,
which would represent a significant benefit for public health.
In our work to inspire increased activity levels, we place an
extra emphasis on activating youth, which is described in the
SATS youth activation program section.
Activity level
Share of population spending >150 minutes on
health-enhancing activity per week
Inactivity level
0
20
40
60
80
100
Norway FinlandDenmarkSweden
57%
56%
72%
67%
Source: Eurostat 2014/2018
Physical activity is important for good health
The World Health Organization (WHO) recommends that adults
perform at least 150 minutes of moderate-intensity activity
every week. However, only 56–72 percent of the population in
the Nordic countries reaches this minimum recommendation
on physical activity. Some researchers argue that increased
levels of physical inactivity is the most significant public health
problem facing society today (Professor Steven N Blair, BMJ
2009). WHO’s physical activity recommendations are described
above.
WHO’s recommendations for physical activity
Updated in 2020
Recommended levels of physical activity for children and
adolescents aged 5–17 years:
• Children and adolescents should do at least an average
of 60 minutes per day of moderate- to vigorous-
intensity, mostly aerobic, physical activity, across the
week.
• Vigorous-intensity aerobic activities, as well as
those that strengthen muscle and bone, should be
incorporated at least 3 days a week.
Recommended levels of physical activity for adults aged
18–64 years:
• All adults should undertake regular physical activity.
• Adults should do at least 150–300 minutes of
moderate-intensity aerobic physical activity; or at least
75–150 minutes of vigorous-intensity aerobic physical
activity; or an equivalent combination of moderate- and
vigorous-intensity activity throughout the week, for
substantial health benefits.
• Adults should also do muscle-strengthening activities
at moderate or greater intensity that involve all major
muscle groups on 2 or more days a week, as these
provide additional health benefits.
• Adults may increase moderate-intensity aerobic
physical activity to more than 300 minutes; or do more
than 150 minutes of vigorous-intensity aerobic physical
activity; or an equivalent combination of moderate- and
vigorous-intensity activity throughout the week for
additional health benefits.
Recommended levels of physical activity for older adults
aged 65 and above:
• All older adults should undertake regular physical
activity.
• Older adults should do at least 150–300 minutes of
moderate-intensity aerobic physical activity; or at least
75–150 minutes of vigorous-intensity aerobic physical
activity; or an equivalent combination of moderate- and
vigorous-intensity activity throughout the week, for
substantial health benefits.
• Older adults should also do muscle-strengthening
activities at moderate or greater intensity that involve
all major muscle groups on 2 or more days a week, as
these provide additional health benefits.
• As part of their weekly physical activity, older adults
should do varied multicomponent physical activity that
emphasizes functional balance and strength training at
moderate or greater intensity, on 3 or more days a week,
to enhance functional capacity and to prevent falls.
• Older adults may increase moderate-intensity aerobic
physical activity to more than 300 minutes; or do more
than 150 minutes of vigorous-intensity aerobic physical
activity; or an equivalent combination of moderate- and
vigorous-intensity activity throughout the week, for
additional health benefits.
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APPENDIX
“Physical inactivity is among the
leading risk factors for death and
disability in the WHO European Region
and is estimated to cause 1 million
deaths every year.“
A SELECTION OF RESEARCH STUDIES INDICATING THE
BENEFITS OF PHYSICAL ACTIVITY
Inactivity is a public health problem
• Physical inactivity is among the leading risk factors for death
and disability in the WHO European Region and is estimated
to cause 1 million deaths every year (Global, regional, and
national comparative risk assessment of 84 behavioural,
environmental and occupational, and metabolic risks or
clusters of risks, 1990–2016: a systematic analysis for the
Global Burden of Disease Study 2016).
• In an article published 2012 in the Lancet, Dr I-Min Lee,
ScD, et al. concluded that tens of thousands of deaths
could be avoided every year (with modest assumptions)
if inactivity could be reduced by as little as 10 percent
(“Effect of physical inactivity on non-communicable
diseases worldwide: analysis of burden of diseases and life
expectancy”).
• Physical inactivity is a leading risk factor for premature
mortality, accounting for 6 percent of deaths globally (Global
health risks: mortality and burden of disease attributable to
selected major risks (WHO).
Positive health effects of physical activity are significant
• There is evidence that regular physical activity contributes to
the prevention of several chronic diseases and reduces the
risk of premature death. (Darren E.R. Warburton et al, 2006,
“Health benefits of physical activity: The evidence”)
• Regular physical activity leads to a better quality of life due
to increased mental well-being and better general physical
health (“Hva fysisk aktivitet gjør med kroppen” by helsenorge.
no)
• A physically active 30-year-old can get five years of increased
life quality with increased well-being and three additional
years of life compared to an inactive peer (“Hva fysisk
aktivitet gjør med kroppen” by helsenorge.no)
• Physical activity improves both stress management, learning,
memory, creativity, concentration and intelligence (Ole Petter
Hjelle, Doctor and brain researcher).
• Some studies also suggest that the risk of COVID-19 makes
exercise even more important. Dominski & Brandt examined
whether the benefits of exercise in indoor and outdoor
environments during the COVID-19 pandemic outweigh the
risks of infection, concluding that exercise could become a
key pillar for health recovery and that it is important to keep
following physical activity guidelines.
• Tison, Avram & Kuhar conducted a descriptive study of the
worldwide effect of COVID-19 on physical activity, stating
that governments and policymakers should be aware of the
impact of governmental restrictions on decreasing physical
activity since physical activity is an important determinant of
health.
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APPENDIX
SATS inspires to physical activity
HELPING MEMBERS STAY ACTIVE
SATS’ ambition is the same for all members: to help them be
healthier and happier by staying active. For most people, this
implies a need to increase their activity level. In other words,
contributing to increased physical activity and reduced physical
inactivity is the core of SATS’ business. The entire organization
works toward this goal.
To stay active, members need to find a type of activity that
suits them, a time and place that works in their schedule, and,
most of all, the inspiration and motivation to both get going
and stay at it.
Wide range of products. To stay active, each member needs
to find a type of training that suits them. SATS has a highly
diverse member base, ranging from athletes to people without
training experience and all age groups. Each member has
individual goals and needs. To meet these different needs,
SATS offers a wide range of training products and services.
All SATS’ products and programs are also based on scientific
evidence in terms of generating health benefits and minimizing
risk of injury.
Easily accessible training opportunities. Even though a
person may have both the ambition and the intention to stay
active, life can sometimes get in the way of a healthy training
habit. Therefore, SATS makes training opportunities as easily
accessible as possible. We offer 275 training clubs across the
Nordic countries, reaching a broad range of the population.
For those who do not have the opportunity to come to a SATS
club, we offer online training. Altogether, the product portfolio
provides members with the flexibility to train not only at our
clubs but also from home, from a hotel room on another
continent, or from a pontoon in the archipelago—whatever
works best on any given day.
Inspiration. When our members visit a SATS club, our staff
can inspire and motivate them. The feeling after a training
session and the positive community in each SATS club is the
best motivation to come back the next day or next week and
stay active. However, we all stumble from time to time and
need inspiration to get going again. Therefore, SATS’ member
activation team plans digital inspiration, challenges, reminders,
and training tips—all adapted and adjusted to different
segments in our member base, thus making the information
relevant, inspiring, and helpful for each member. The member
activation team measures and evaluates all activities,
constantly learning to stay relevant and improve our help and
inspiration to our members.
SATS YOUTH ACTIVATION PROGRAM
A healthy amount of physical activity for youth benefits both
mental and physical health as well as cognition and many
other factors related to learning and personal development. At
the same time, average physical activity among youth is below
recommended levels in all the Nordic countries, and this figure
is decreasing. The typical age when youth drop out of sports
has fallen and is now just over 11 years old. A few years ago, it
was 13 for girls and 14 for boys. This trend is alarming.
We are not in a place to analyze the root causes, but we are
aware that selection of youth at an early age is becoming
customary in sports, and that science has proven such
selection to be based mostly on physical maturity. In national
teams it is common for a majority of the players to have
birthdays in the early months of the year, and this is hardly
a coincidence. Regardless, the fact that youth drop out of
sports at an early age is both sad for the individual and for
public health. Scientists warn that the consequences will be
significant in both the long term and the short term.
This is a major challenge that we need to address together
as a society, and it serves as the background to why SATS
has decided to take an extra responsibility towards youths.
We are determined to provide a place for all youth, regardless
of whether they come to us to prevent injuries, to increase
functional strength or because they no longer feel they have a
place in the sports movement.
The company has defined a youth activation program to
coordinate and strengthen its focus on this group. The goal is
to make exercise and working out more available and attractive
for youth in line with the company’s vision: to make people
healthier and happier.
Youth activation in all of SATS
SATS started its youth activation program in 2020. During
the first year, the program deliberately focused on projects to
help and inspire specific groups of youth to exercise, such as
immigrant youth, individuals having a hard time integrating
into society, and socially exposed youth. The company also
Increasing youth activity at SATS
• 25 percent increase in the number of new youth
members and 35 percent increase among younger
youth. In comparison, the increase in new members
in total was 12 percent.
• The number of youth members in SATS’ member
base increased by 17 percent (year-end 2022 vs.
year-end 2021). The increase in the number of
younger youth members was slightly higher at 19
percent. In comparison, the increase in the number
of members in total was 10 percent.
• The number of active youth members increased
by 19 percent, in line with the trend in the overall
member base. Among the younger youth, we saw an
even higher increase in active members: 25 percent.
An active member is defined as one who works out
at least once per week at a SATS club.
• The visit increase in the overall member base was
very high, 40 percent, largely due to the pandemic
affecting the 2021 numbers. The visit increase was
significantly higher among youth members than
in the overall member base: we saw a 50 percent
increase in visits among youth members and a 70
percent increase in visits among younger youths
members.
• The younger youth appreciate our group training
classes, and we have seen a 20 percent increase in
the number of youth visits to group training classes.
The numbers reflect 2022 vs. 2021. It should be noted
that the figures for 2021 were highly affected by the
pandemic, with all its restrictions. “Youth” is defined
as 11–18-year-olds, and “younger youth” is defined as
11–15-year-olds.
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APPENDIX
organized after-school activities and youth camps at a few
training clubs. All these activities were highly appreciated by
the participants, which was heartwarming.
What distinguishes SATS most is its coverage, reach and
competence: 275 training clubs across Norway, Sweden,
Denmark and Finland, all equipped with the best training
tools and inspiring, competent and friendly staff, as well as
SATS online training tools and an organization geared toward
inspiring people to undertake healthy exercise habits. This
is unique, and it is what makes SATS perfectly positioned to
address the youth activation challenge in the Nordic countries
on a bigger scale. Therefore, the company decided in early
2022 to adapt its youth activation program efforts to address
youth in all its channels.
The efforts to make the SATS offering more available to youth
has consisted of targeted campaigns, price reductions and
member activation initiatives spread out across the year and
activated at all of the company’s training clubs. These large-
scale activities have begun to show results in 2022 as more
and more youth engage in healthy and happy habits at SATS.
Youth activation activities
In parallel to the new youth activation program and its focus on
activating a broad youth member base, SATS also works with
some targeted youth collaborations and activities.
Right To Play (now Right By Me)
SATS collaborates with the international organization Right To
Play (changed name in January 2023 to Right By Me). During
the first phase of the program, which lasted 20 weeks, youth
from the organization were invited to work out regularly and
together with an instructor at a SATS club. The purpose was to
provide fun and inspiring experiences and increase self-esteem
through regular exercise and social interaction.
In the next phase, the youths were introduced to working out
with a personal trainer at SATS. The purpose of this phase
was partly the same, i.e., to keep up good exercise habits.
However, in line with our sustainability theme Inclusion, jobs
and empowerment, this new phase also introduced the youths
to the personal trainer profession and the training industry
in general, providing them with inspiration for education and
work.
The organization Right By Me
The organization Right By Me (formerly Right To
Play) works to help immigrant youth find meaningful
work through cooperations with associations and
enterprises. Since 2007, when it was started in
Sweden, the organization has helped over 550 youths
find work.
Find more info at www.rightbyme.se
In the third phase of the project, during the fall of 2022,
the youths were trained in the receptionist role at SATS,
including tasks such as sales, service, training inspiration
and club maintenance. They were then offered internships as
receptionists at SATS, giving them the opportunity to gain work
experience and continue building their service skills.
The results of the project have been very positive. Aside from
the positive effects for their physical health, the participants
also reported that their leadership skills improved, as did their
sense of belonging and self-esteem. Furthermore, 26 out of 35
of the participants found employment during the project.
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Mental Helse Ungdom
Mental Helse Ungdom is a Norwegian organization that works
to increase and improve the dialogue about and knowledge
of mental health matters with politicians and other decision-
makers. The organization also provides help, support and
community to youth and young adults, from free legal advice
to summer camps. The purpose of SATS’ collaboration with
Mental Helse Ungdom is to see if a healthy exercise habit can
improve mental health. The project started in mid-2022 and
offers participants training through SATS Online and in-person
workouts once per month. Every six weeks, participants
respond to a survey to evaluate the project and its results. The
project will be adjusted along the way to better help and suit
the participants.
SATS youth padel activities
SATS offers padel at six clubs in Sweden. At some of these
locations, we offer youth courses, where one padel coach
trains four youths on one padel court once a week. Each
week, the course focuses on a certain theme, e.g., backhand,
forehand, playing with the glass wall, etc. The environment is
not competitive, and everyone is welcome. It is common for
kids who played tennis for many years but no longer enjoy the
competitive environment that tennis offers to come participate
in a SATS youth padel course. Many kids who have never
played racquet sports also come to SATS to play padel.
Building a youth padel community requires work and attention
over time, and the padel coaches at each location are
instrumental in this. At SATS Gåshaga, youth courses and
padel camps during school breaks have been offered for
several years and are very popular. Generally, evening times
on weekdays are popular for padel bookings, but at SATS
Gåshaga, the youth are the priority, and all courts are reserved
for youth courses 2–8 pm on weekdays. Around 250 youths
participate in SATS Gåshaga’s youth padel activities.
SATS Näsby Slott and SATS Hovås are the other two locations
that offer youth courses, although the courses at these
locations are still under development. In total, there are around
350 youth participating in SATS youth courses, and we believe
this number will increase.
“Building a youth padel community
requires work and attention over
time, and the padel coaches at each
location are instrumental in this.”
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APPENDIX
Physical activity and brain health – Swedish School of Sports and
Health Sciences
Since 2014, SATS has been collaborating with the Swedish
School of Sports and Health Sciences (GIH). The research
group at GIH which is involved in the collaboration is called
E-PABS (Center of Excellence in Physical Activity, Healthy Brain
functions and Sustainability). The E-PABS research group
studies physical activity, sustainability, and brain health and
involve businesses, healthcare, and schools in their research.
In this collaboration, SATS has contributed by providing
access to our training clubs and our instructors and by giving
study participants free memberships. SATS has also provided
schools access to training clubs for daily physical activity
during the school day as part of research projects evaluating
the benefits for school children’s mental health and cognition
from more frequent physical activity. Furthermore, SATS has
contributed through dialogue and regular meetings with the
research project teams, giving input and sharing experiences
regarding how to inspire to physical activity and behaviour
change. The shared insights and research findings from
this collaboration are used by SATS to further optimize our
products and services and by GIH to publish scientific articles
and improve the educational programs and courses.
The research group at GIH is called E-PABS (Center of
Excellence in Physical Activity, Healthy Brain functions
and Sustainability). This research group studies physical
activity, sustainability, and brain health in collaboration with
businesses, healthcare, and schools.
Friends
SATS is collaborating with the Swedish organization Friends,
which provides adults with research-based tools to prevent
bullying among children and youth. In 2022, SATS contributed
by giving all of its recycling bottles and cans to Friends, which
resulted in a donation of over SEK 300,000.
Mentor
SATS is cooperating with the organization Mentor in Sweden.
Mentor works to give at-risk youth extra support from an adult
mentor to help them believe in their own future and refrain
from drugs and violence. SATS Sweden provides Mentor with
an arena where the mentor pairs can hang out together and
exercise for free. In addition, SATS helps the organization
recruit new mentors through free advertisement in clubs.
POSITIVE CONTRIBUTION DURING THE PANDEMIC
The lockdowns during the COVID-19 pandemic had many
side effects, one of them being reduced physical activity in
the population at large. To encourage physical activity during
lockdown, SATS offered online training to members and
non-members. The company also offered a daily schedule of
live, streamed group training classes. This was done to help
people stay healthy and happy through the challenging times.
In addition to the lockdowns, the various restrictions from
the Nordic governments when not in lockdown made training
far less available. To counteract this, SATS added indoor and
outdoor group training classes and helped members plan their
training to less busy time slots. Furthermore, SATS also made
an extra effort to improve its online offering. Physiotherapy and
personal training were made available online, and the online
training offering was increased and improved. In addition,
SATS worked hard to inform, motivate and inspire members to
find and use the training form best suited for them during the
pandemic. SATS will continue striving to give all existing and
potential members a broad training product offering that meets
their varying needs.
COVID-19 restrictions were discontinued during
2022 in all four countries where SATS operates:
• Norway: Group training was not allowed until
mid-January 2022. Thereafter, the capacity was
restricted to a maximum of 20 participants per class
until early February 2022, when these restrictions
were discontinued.
• Sweden: Capacity restrictions on all training club
visits of maximum 10 visitors per square meter,
which implied significant capacity restriction on
group training but also affected gym training. These
restrictions were discontinued in early February
2022.
• Denmark: All visitors to a training club were required
to show a coronavirus passport. This regulation was
lifted in early February 2022.
• Finland: Helsinki training clubs were in an imposed
lock down until end of January 2022. Training clubs
in Tampere and Turku were in an imposed lockdown
until January 8 and January 11, respectively.
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APPENDIX
COMMUNITY
Loneliness is a health problem
In addition to inactivity, loneliness is also a health problem in
our modern society. Many people live alone and have too little
interaction with friends and family. This situation worsened
during the pandemic as a consequence of instructions from
authorities to minimalize social gatherings and interactions.
However, even before the pandemic, SATS had recognized the
growing need for a sense of social belonging. The pandemic
only accentuated this challenge.
Therefore, SATS views its community efforts as important
contributions to public health and works actively to encourage
and support the shaping of community in and around
each and every one of its 275 training clubs in the Nordics.
Creating relationships, offering inspiration and motivation to
our members, is what SATS colleagues do every day. Every
interaction is valuable, and the total effect of this should
not be underestimated. Interaction among members is also
encouraged during and around group training classes, boot
camps and on the gym floor. The ambition is that each SATS
club acts as a meeting place for those who have friends as well
as for those who do not. The company expects the trend of
increased loneliness, and the implied need for community, to
continue.
Member satisfaction
To create a positive community around SATS, high member
satisfaction is key. Therefore, this is a KPI that SATS monitors
closely. The company communicates daily with members,
primarily through employees at the clubs, but also through
social media, email, SMS, app-push, chat and phone. To be able
to improve member satisfaction, monitoring and follow-up are
essential activities.
Member satisfaction is measured using Net Promoter Score
(NPS), a well-established metric for customer satisfaction
surveys. The NPS scale ranges from -100 to 100, and scores
above 30 are considered high. In 2022, SATS had a total of
over 360,000 member responses from members who had just
visited a SATS gym. This corresponds to an average of almost
7,000 responses per week. SATS comparable NPS score for
2022 was 56 (this score excludes January to April, when
there were still pandemic restrictions on our operations) up
from 38 in 2021. A few changes have been made to the NPS
methodology, which affect comparability:
• During 2020 and 2021, the NPS survey to group training
visiting members was temporarily stopped for revision.
Because the group training NPS score is typically higher, this
negatively affected our total weighted average NPS.
• At year-end 2022, a new NPS survey was launched and sent
to members after personal training sessions. The scores
from these surveys are extremely high, averaging around 90,
positively affecting the total score. Personal training NPS has
not yet been launched in all countries.
The NPS responses and results are used in all parts of the
organization to guide priorities and improvement activities, for
example in club operations but also when developing training
products, planning tools and equipment, as well as club design
and atmosphere. Our operative organization works together
with member care and the member activation team to achieve
high member satisfaction over time. We are very happy that the
member satisfaction has remained high over the past few years.
Members who are pleased with their experience when they
visit us stay members longer and visit us more often. Member
satisfaction is thus a key driver for physical activity over time.
MINDFULNESS
Mirroring physical activity, mindfulness and stillness are
also important for being healthy and happy. Yoga and similar
training products that focus on stillness and mindfulness
have been part of SATS’ product offering for a long time.
Recognizing the growing need for these types of products,
the company launched a project to improve and expand its
yoga and mindfulness offering at all of its training clubs. This
initiative has spanned several years and is still ongoing. It has
included, and will continue to include, the creation of new and
attractive yoga and mindfulness classes, large and repeated
programs to educate more instructors, and investments
in facilities and equipment. Online content focusing on
mindfulness is also added continually. The purpose of all these
activities is to build and sustain an attractive and high-quality
yoga and mindfulness offering that is available to all members.
Inspiring members to participate in these types of classes and
activities is also part of the program.
SUSTAINABLE NUTRITION
In addition to exercise and movement ad stillness and
mindfulness, nutrition can help a person be healthier and
happier. A healthy and happy diet plays an important role in
helping people reach health-related goals. Nutrition products
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sold in SATS’ retail shops and recipes and inspiration in
SATS’ digital channels are all based on Nordic Nutrition
Recommendations (NNR). NNR is a collaboration between
the national food and health authorities in the Nordic
countries (Denmark, Finland, Norway, Sweden and Iceland).
Each country’s national food and health authority nominates
scientists to the international project team that works on the
NNR. The NNR, then, forms the scientific basis for national
nutrient recommendations and food-based guidelines. The
most recent published edition of the NNR (NNR2012) was
launched in 2012/13 and published in 2014. A new edition,
NNR 2022, will be published in July 2023. Among other things,
the NNR 2022 project focuses on integrating sustainability into
the NNR and hence into the national nutrient recommendations
and food-based guidelines. SATS looks forward to integrating
this important and new perspective into its nutrition-related
products and services.
A happy and healthy diet should be sustainable in every way:
for the individual, for all those who work to produce the food,
and, of course, for the planet we share.
MEMBER SAFETY
SATS has strong routines to ensure member safety, and club
employees are trained in the execution of these routines.
Employee courses and informational material support these
routines. All clubs are audited ten times a year to ensure
adherence with the routines.
Regular maintenance of training machines and equipment
Safe training requires safe training equipment. To ensure
machines and training equipment are safe for members to use,
SATS has established clear cleaning routines and proactive
maintenance. These routines stipulate how SATS staff are
to check and maintain training equipment and facilities and
at what intervals. The frequency of maintenance for each
machine is based on the experience and knowledge SATS has
accumulated after decades of running health and fitness clubs
and a dialogue with machine and equipment manufacturers.
Any training equipment that is out of order or deemed unsafe is
shut off until it is repaired.
Routines for cleaning and maintenance of machines and
equipment serve a dual purpose: making our clubs safe for our
members and prolonging the lifetime of our training equipment
to thus reduce unnecessary consumption.
Fire safety routines
Fire safety is a key topic for our staff at clubs, and fire safety
routines are incorporated in daily, weekly, quarterly, and
yearly routines at our clubs. These routines are followed up in
monthly audits of each club and audited by external suppliers
according to country regulations. We practice fire evacuation at
our clubs every year, including a specially designed routine for
the clubs that offer childcare. SATS offers online courses and
tutorials regarding fire safety and fire evacuation routines, and
these courses are always available for our employees. SATS’
fire safety routines are in line with the legislation in all of the
countries where we operate.
First aid – CPR
At SATS, we have rigorous routines regarding CPR. All clubs
have defibrillators in the front desk area with clear signage,
ensuring visibility from as many directions as possible. Most
importantly, we recognize that efficient CPR is a skill that must
be trained and frequently practiced. We cannot predict how
our employees at a club will react in a life-threatening situation
involving heart failure, but we know that providing them with
proper training increases the chance of them saving lives.
Therefore, we offer CPR training to all our employees in two
forms: CPR courses and CPR drills.
CPR courses are provided to all employees in all countries.
They are offered every month to ensure availability. It is
mandatory for SATS club managers, member care staff,
personal trainers and childminders to participate in a CPR
course a minimum of every second year. Colleagues in other
roles are also encouraged to take the CPR courses. In addition
to the classroom courses, there is an online education video
available in the SATS online education offering. Our employees
can watch this video at any time, and it is also played at the
start of meetings, manager days etc., when many employees
are gathered. The video serves as a reminder and is a
complement to the classroom education.
CPR drills are executed at all clubs every year. During the CPR
drills, club staff simulate what could happen in a real CPR
situation. They experience how it feels, with all the noises
and members around them, and how this affects them in a
situation that is often stressful and emotional. This is a good
way to learn the importance of quick response, lifesaving skills
and cooperation with colleagues.
CPR safety zone
SATS Sweden has earned the “Hjärtsäker zon” (CPR
Safety Zone) certificate. This is a standard that is
only used in Sweden for CPR routines, and it has been
developed by the organization First Aid Sweden. The
CPR Safety Zone standard refers to private and public
companies outside the medical world and stipulates
routines and requirements for how to be prepared to
handle any CPR incidents. Immediate and adequate
help in the event of heart failure can save lives.
However, outside of the medical world, people often
do not know how to respond in such a situation. The
purpose of the CPR Safety Zone certification standard
is to save lives by increasing knowledge about how to
handle heart failures. A CPR Safety Zone is required to
provide the following:
• Routines, knowledge and readiness to handle a
heart failure and contact 112 (SOS alarm service,
corresponding to 911 in some other countries)
• Competence in CPR, making sure help can be given
immediately
• Knowledge among all employees of where the
defibrillator is and how to handle it
• Accurate aid, using a defibrillator, within 180
seconds to a person when needed
• A defibrillator registered in the Swedish defibrillator
register
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During 2022, we had seven incidents in our clubs in all four
countries in which SATS employees initiated CPR to help
members with heart failure. There was also one incident where
SATS employees were alerted to help with a heart failure in a
nearby pharmacy. In addition, there were seven incidents where
SATS employees were about to initiate CPR but ultimately did
not need to. We are relieved that the treated person survived in
all these incidents.
Training product safety
(GRI indicator: 416-1)
Members’ health and safety are key priorities at SATS. Our
vision to make people healthier and happier is deeply rooted
in everything we do. All our training products are assessed
and managed for the best possible impact on health in a safe
way. We work in multiple ways to make sure our clubs are safe
places for working out.
PHYSIOTHERAPY
Physiotherapy is an important element of our holistic commit-
ment to making people healthier and happier. We offer preha-
bilitation and rehabilitation in a positive environment at twen-
ty-five clubs in Sweden and nine in Norway. All our therapists
have at least three years of university education and are author-
ized in their respective countries. The physiotherapy segment
within SATS is growing, and client satisfaction is very high.
This excellent customer satisfaction is the result of both the
physiotherapists’ competence and their working environment.
By treating clients in the inspiring fitness environment of a
SATS club, both compliance and commitment from clients are
very high. Combined with the endless possibilities in terms of
exercise equipment, great results can be achieved. As a result,
SATS’ physiotherapists help their clients become healthier and
happier. With an injury healed, less pain, and improved mobility,
clients can continue to live their active lives and workout.
SATS Physiotherapy frequently invites national and
international experts to provide supplementary training for our
physiotherapists. This helps our physiotherapists maintain
a high competence level and stay up to date on current
research. During the COVID-19 pandemic, SATS expanded the
physiotherapy offering to also allow for video consultations,
offering clients help even if they could not visit a SATS club.
SATS physiotherapists follow all local requirements to work
safely with clients at the club.
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GROUP TRAINING
Some of our members prefer working out on their own on
the gym floor, while others prefer an instructor and a group
environment. In fact, SATS group training plays a huge role
in inspiring our members to exercise regularly. Therefore, our
group training offering is a top priority. We work hard, together
and at all levels in our organization, to offer our members a
group training schedule that is varied, exciting and inspiring
and has sufficient capacity. In addition, we follow up that our
employees at clubs are knowledgeable about the various
group training classes so they can make inspiring and accurate
recommendations to our members.
As a general rule, all training is good training. However, in
reality, incorrect training, i.e., exercises that are not adapted to
a person’s specific circumstances, can be harmful. Therefore,
SATS’ group training instructors are all educated and licensed
through a group training instructor course that covers anatomy,
physiology and training theory as well as group training
instructor skills. SATS’ group training classes also follow
guidelines for exercises, choreography and music. These
are described in the Nordic Group Training Manual, which
includes outlines and frames for all group training classes that
are offered at SATS. Before an instructor can teach a SATS
concept class, they must be educated in that specific class
through SATS Academy.
During the COVID-19 pandemic, SATS’ group training was
adapted to ensure a safe training environment for members.
This included, for example, moving classes outdoors, limiting
the number of members in the group training sessions,
adapting class programming to ensure members maintain
a distance to one other during class, not moving around or
sharing equipment during class, and reducing class duration to
allow time for all participants to clean equipment after use.
We also offer SATS Online to all members—a library with
hundreds of classes in different training categories and skill
levels, as well as mindfulness.
PERSONAL TRAINING
SATS’ personal trainers are passionate about exercise, health
and helping members reach their goals. We cooperate with the
leading personal trainer educators in all of our countries and
only recruit candidates who embody our values. All new hires
go through our own onboarding program, including a course
where they learn about their personal trainer role at SATS,
member interaction, work environment and CPR. Over time,
our personal trainers continue to develop their competence,
skills and experience on the job and in SATS’ licensing courses.
SATS’ licensing courses cover both mental and physical
aspects of how to better help members succeed with their
goals and become healthier and happier. During the COVID-19
pandemic, SATS’ personal trainers adapted to coaching their
clients in a safe way, for example keeping a distance and using
face masks.
Eating disorders
For most people, physical activity is healthy and happy, but as
always, too much of anything becomes unhealthy. At SATS,
we can see clearly that as pressure and stress in society
increases, eating disorders also increase at our clubs. Not only
among young women, but among men and women of all ages.
During the pandemic, we saw an increase in eating disorders.
SATS collaborates with expert organizations in each country.
We invite them to our HSE education days to educate our
managers on eating disorders and how to best handle them at
our clubs. We also have an online course (“I care”) on eating
disorders that is available for all employees. This course invites
our managers and other employees to better understand the
disease and reflect on how to best handle cases where we
suspect an eating disorder.
In the event we suspect that a member has an eating disorder,
the first step is for the club manager to take the initiative to
arrange a dialogue and meeting and let the member know we
are worried that they are not feeling well and that we care.
Although those who fall ill to the disease have a lot in common,
each case is different, sad, and complex, and therefore very
difficult to handle. In most cases, when we suspect an eating
disorder, the conclusion is that we cannot let the member keep
training at SATS. In some cases, we agree to let them keep
training as a part of their healing process and only do activities
to build strength and recover. However, we have to consider
that eating disorders are contagious, so there is a risk that
other members could be triggered by seeing a member with a
clear eating disorder at our clubs.
At SATS, we are not doctors and cannot give medical
treatment. What we can do is show that we care, and we have
learned from our expert partners that even though the dialogue
with SATS may not always end on a positive note, it can be
what finally makes the person seek medical care and start the
journey back to feeling healthy and free from the disease.
Member injuries
We program our training offering to avoid member injuries to
every extent possible, but where physical activity is practiced,
sports injuries also sometimes follow. Our online self-study
course “Bandage for injuries” trains our employees so they
can help our members with safe and immediate care following
the RICE method for fast recovery from injury (Rest, Ice,
Compression, Elevation).
In 2022, there were a total of 522 incidents reported involving
member injuries. These include major incidents, such as
heart failure, where CPR was initiated (see the First aid – CPR
section for more details), as well as incidents such as strained
ankles, achilleas tendon ruptures, fainting episodes, epileptic
seizures, crushing accidents (dropping weights on feet or
hands), cut wounds, members who stumble, fall and injure
themselves (strained ankles, shoulders, wrists, bruises, bone
fracture), etc.
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APPENDIX
SATS’ work to make people healthier and happier applies
to both employees and members. Inclusion, jobs and
empowerment is a sustainability theme that engages SATS
profoundly. It is important for the company to ensure an open,
welcoming and including workplace.
We offer a workplace where employees can grow and learn,
both on the job and in the classroom. This enables us to hire
employees who are just starting their career or do not have
a fancy university degree. At SATS, we value each employee
for their ambition, attitude and results. We give employees
the opportunity to build a great career, regardless of their age,
educational background and network.
The result is an energetic and vibrant workplace with engaged
colleagues who share SATS’ vision of making people healthier
and happier. Our employees are our stars; they are the ones
who inspire, motivate and help people be healthier and happier.
SATS’ work within the sustainability theme Inclusion, jobs and
empowerment is organized in four topics. The work within
these four topics covers all SATS’ employees, in all countries
and regions.
Many young people start their career with SATS. They either
learn and develop within SATS or they stay and learn within
SATS for a while and then move on to other opportunities.
Of all our employees, 45 percent are below the age of 30. To
support colleagues in their development and help them be
successful in their existing and new roles, SATS offers at-work
training as well as a variety of internal education programs that
are catered to each role and tenure.
Diversity, equality and inclusion
Skills and education
Employee safety
Human rights and respectful workplaces
INCLUSION, JOBS AND EMPOWERMENT
DIVERSITY, EQUALITY AND INCLUSION
SATS welcomes and promotes diversity and inclusion.
Everyone is welcome at SATS, regardless of skin colour, age,
gender or sexuality. The company’s passion is to create a
motivating and joyful experience for all employees across the
Nordics. SATS employees are valued for their attitude and
results, regardless of their background. Many of the company’s
managers have started their careers as e.g., an instructor,
personal trainer, or receptionist at a SATS club.
“We offer a workplace where
employees can grow and learn, both
on the job and in the classroom. This
enables us to hire employees who
are just starting their career or do not
have a fancy university degree.“
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Sustainable nutrition
Member safety
Diversity, equality and inclusion
Skills and education
Human rights and respectful
workplaces
Employee safety
Governance
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APPENDIX
Key employee statistics
(GRI indicators: 102-7, 102-8, 405-1, 405-2)
Norway Sweden Finland Denmark Total
Employment 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Number of employees
1
3,644 3,938 3,121 2,933 902 909 924 873 8,591 8,653
Number of full time equivalents 1,068 842 901 819 281 264 212 206 2,461 2,131
of which are on permanet contracts 93% 91% 69% 70% 99% 99% 100% 100% 84% 85%
of which are on temporary contracts 7% 9% 31% 30% 1% 1% 0% 0% 16% 15%
of which are on fixed paid contracts 11% 11% 15% 15% 13% 12% 7% 7% 13% 12%
of which are on hourly paid contract 89% 89% 85% 85% 87% 88% 93% 93% 87% 88%
Number of GX instructors 1,902 1,807 1,183 1,076 410 419 392 383 3,887 3,685
Number of Personal Trainers 464 497 479 514 113 129 84 94 1140 1,234
Number of employees at the service office 175 195 93 96 34 32 18 23 320 347
Sick leave 3.1% 7.5% 10.8% 3.1% 13.3% 9.2% 2.9% 3.4% 6.1% 7.1%
Employee turnover
2
26% 17% 30% 22% 24%
Diversity
Percentage of women, total 72% 72% 67% 68% 84% 84% 57% 60% 70% 71%
Percentage of women among leaders
3
69% 68% 68% 65% 84% 86% 49% 58% 69% 69%
Percentage of women, Extended Group Management 50% 60%
Percentage of women, Board of Directors 40% 40%
Percentage of employees below age 30 46% 46% 42% 41% 48% 49% 51% 48% 45% 45%
Percentage of employees between age 30–50 44% 44% 46% 48% 47% 47% 33% 36% 44% 45%
Percentage of employees above age 50 11% 9% 12% 11% 5% 4% 16% 16% 11% 10%
Equal salary
Ratio of average salary for woman to men, fixed paid contracts 94% 88% 99% 96% 87% 88% 91% 102% 91% 92%
Ratio of average salary for woman to men, hourly paid contracts 102% 102% 110% 106% 102% 105% 110% 106% 105% 104%
1)
Count based on number of roles.
2)
Excluding Fresh Fitness.
3)
Defined as persons having personnel responsibility.
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APPENDIX
Account on equality and discrimination
As a company based in Norway, we are obliged by law to
work actively, targeted and systematically to promote equality
and prevent discrimination in the workplace. The Norwegian
Equality and Anti-Discrimination Act §26, states that all public
undertakings, regardless of size, and private companies with
more than 50 persons shall investigate whether there is a
risk of discrimination or other barriers to equality including
reviewing pay conditions by reference to gender and the use of
involuntary part-time work every two years.
The figures in the table to the right and commented in this
section include all employees working within SATS Group.
The subcategories are based on equal work and work of
equal value. The subcategories have been presented to AMU
(Arbeidsmiljøutvalg) in SATS for input. At SATS, it is usual to
have several different positions that have different work of
value and salaries. Thus, the figures presented in the table
count the number of positions and not the actual number of
employees.
GENDER, ETHNICITY AND FUNCTIONAL ABILITY
As a market leader in the Nordic fitness industry, and with
a majority of young employees where many of whom have
their first job, SATS must work actively to be an inclusive,
culturally and ethnically diverse company. Diversity and
inclusion are important parts of who we are, our members
and our employees. This is also builds into our basic training
for all our employees. In our engagement survey, 77% of our
employees answered that they feel that SATS is a company
that accommodates diversity of opinion and where you are
respected. 94% answered that they do not experience any
form of bullying in their workplace. We must work even harder
to become an industry beacon to promote inclusiveness and
equality.
There is currently a preponderance of women in the company,
both in total and among leaders, corresponding to more
women applying for employment in the company. We always
hire the most qualified applicant for the position, regardless of
gender, ethnicity, and functional ability, in accordance with our
employment policy.
PART-TIME WORK
SATS operates with long opening hours every day, including
weekends. Hence, the company attracts students and others
Ratio of average salary for women to men
Norway
1
Group
Women Men Women Men
Management level 1 118% 121%
Share 50% 50% 45% 55%
Management level 2 100% 95%
Share 44% 56% 48% 52%
Support 104% 96%
Share 73% 28% 62% 38%
Management Operation 97% 94%
Share 76% 24% 69% 31%
Employee Operation 98% 97%
Share 69% 31% 66% 34%
GX, PT og Treatments employees 104% 101%
Share 69% 31% 73% 27%
Total 101% 103%
Share 69% 31% 70% 30%
1)
Disclosed for Norway separately in order to comply with the The Norwegian Equality and Anti-Discrimination Act §26.
Part time and parental leave
Norway Group
Women Men Women Men
Part time 98% 96% 94% 94%
Total weeks parental leave 629 240 1,511 331
Parental leave as share of employees 2% 1% 2% 1%
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who do not have the opportunity to work full-time. It is possible
to work at multiple clubs, and we have not received any
indications that there are involuntary part-time employees in
our organization. SATS publishes all new job postings on our
intranet toensure that all employees already working in SATS
and who want to work more can apply for the positions. We
prioritize existing part-time employees when recruiting.
EQUAL PAY
In Norway, Sweden and Denmark, the majority of our
operational roles are regulated in collective agreements. In
Finland, our salary model is based on industry benchmarks. For
roles that are comparable, we use salary matrixes to ensure
equal pay for equal work. The main criterion is seniority. For
club managers, salaries are mainly based on the size of the
club in terms of the number of employees and members. We
still see that the average salary for men is somewhat higher
than the average salary for women. This pay gap is a result of a
higher share of men in leadership roles at the largest clubs and
with longer seniority.
For administrative employees, we see that there is a somewhat
bigger salary gap between men and women in the men’s favor.
This can partly be explained by the fact that we have built up an
internal IT development team where we previously outsourced
this service. The senior positions in this team are primarily
held by men. The challenge of an overweight of men in senior
positions also exists in other departments (excluding the
management team). Nevertheless, we see that we need to take
action to assure that the gap is reasonable and not in the favor
of the best negotiator. All SATS employees should receive a fair
salary based on their role, experience, and level of education.
The Norwegian Equality and Anti-Discrimination Act §26
states that all public undertakings, regardless of size, and
private companies with more than 50 persons shall investigate
whether there is a risk of discrimination or other barriers to
equality, including reviewing pay conditions by reference to
gender and the use of involuntary part-time work every two
years.
The tables on the previous page include all employees working
within SATS Group. The subcategories are based on equal
work and work of equal value. The subcategories have been
presented to AMU (Arbeidsmiljøutvalg) in SATS for input.
At SATS, it is usual to have several different positions that
have different work of value and salaries. Thus, the figures
presented in the table count the number of positions and not
the actual number of employees.
We see that there is a somewhat larger salary gap between
men and women in Management Level 1, with women having a
higher salary level than men. This can be explained by seniority.
The other subcategories have a smaller gap between the
genders.
SKILLS AND EDUCATION
(GRI indicators: 404-2)
To support colleagues in their development in existing and new
roles, SATS offers a variety of internal education programs, like
Future SATS Leader Program, Strong SATS Leader Program,
personal trainer courses, group training courses and courses
for our physiotherapists. In addition to these product-oriented
educations, we also offer courses on eating disorders, doping
and fire safety (described in the Member safety section of the
report) as well as CPR, threat and violence and HSE (described
in the Employee safety section of the report).
Future SATS Leader Program
The club manager plays a key role in SATS. This role is
demanding and interesting and is responsible for a team,
a club and its members. Therefore, it is a desirable career
opportunity for which many of our employees strive. To
encourage and build our future leaders, SATS has created an
internal trainee program called Future SATS Leader Program,
to which employees can apply. The program runs over nine
months with a combination of physical meetings, home
assignments and project work. The subjects covered include
leadership, chain operations, marketing, sales, finance, HSE
legislation and specific SATS knowledge. The program is
built internally, and most of the teachers and speakers are
SATS employees from different areas. The objective is for
participants to grow, learn and develop to be ready for the club
manager role. The program is highly appreciated, and many
participants have gone on to work as a club manager or are
ready to do so when a position opens. During 2022, a total of
72 participants from Norway, Sweden and Finland participated
in the program.
SATS Strong Leader Program
To further strengthen our experienced leaders in their roles,
SATS teamed up with Front Leadership, an external training
provider, to offer SATS Strong Leader Program. The program
consists of a kick-off and eight two-hour modules. After each
module, the participants receive a leadership challenge that
gives them a chance to put theory into practice. During the
program, the participants are assigned to discussion groups
where they discuss and reflect together. The participants’
managers also play an important role as sparring partners
throughout the program. Topics covered include time
management, feedback, communication and how to lead your
team through change. The overall feedback so far has been
very good, and we are happy to say that the participants so
far find the SATS Strong Leader program to be relevant and
inspiring. Participants say that the program has helped them
develop their leadership skills and helped them increase their
team members’ engagement. During 2022, 231 employees
from Norway, Sweden, Denmark and Finland participated in the
program.
Courses for personal trainers
SATS’ personal trainers are required to have a degree from
a PT education. In addition, new personal trainers complete
the SATS PT onboarding program when they join SATS, which
combines classroom work with self-study. This program
introduces our new personal trainers to SATS as a company
but also further strengthens their skills as personal trainers.
The purpose of the program is to help them get started and
find clients as soon as possible but also to give them tools,
such as how to organize their workday, to build a sustainable
career as a personal trainer at SATS.
For many personal trainers, it is very important to keep growing
and learning. Both to stay up to date on new trends, training
forms and methods, but also to stay motivated and enjoy work,
every day. Therefore, many personal trainers spend a lot of
time and money, some even travelling the world, to participate
in workshops with coaches and teachers they are interested in.
At SATS, we recognize and encourage this strong commitment
to develop and grow in their role. To make this personal
development accessible for all personal trainers in SATS, the
company has developed an internal education offering for
which our personal trainers can sign up. This offering evolves
continuously as trends develop and interests among our
personal trainers change. However, some basic themes persist
and are sought after, year after year. Here are some of the
courses that are popular:
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Programming: This teaches PTs how to develop plans for their
clients and work with programming in short and long cycles to
reach short-term and long-term goals. The course addresses
topics such as: what is a good program, how to best structure
a program, and how to work with progressions in a program, in
different dimensions.
Progression in exercises: In PT educations, PTs learn how
to perform different exercises, such as deadlift or squat. But
not every client is able to perform exercises this way due to
restrictions in e.g., range of motion, strength or coordination.
In this course, PTs learn to identify the right progressions for
each client depending on current restrictions, toward the goal
of helping the client perform the exercises correctly.
Prehab/rehab: In this course, our PTs learn how to train clients
who are recovering from different types of injuries or are
prone to injuries. PTs also learn when to refer the client to a
physiotherapist or a medical doctor.
Training during menopause: Menopause, in general, used to
be a hush-hush topic in society, but this is changing. Training
during menopause has become a very popular course and
PTs are eager to learn about this topic, which is rather new for
many of them.
Coaching: This course teaches PTs how to motivate clients
to change their behavior and prioritize healthy choices. This
course has been consistently popular and relevant for many
years.
Expand your range: This course covers functional fitness
and has been part of our educational offering for a long time.
Its popularity has peaked, but our PTs are still interested in
learning more about functional fitness.
Training post pregnancy: As its name indicates, this course
teaches PTs to work with clients after pregnancy: priorities,
pitfalls and how to avoid them, progressions, etc. There is also
a course about training during pregnancy. These courses are
consistently popular.
Endurance training: In this course, PTs learn programming for
endurance training, including methods, work-to-rest ratios, and
time domains. The course also teaches PTs to program in a
smart way and with intention, and not just “hard”.
Olympic lifting: This course gives PTs tools to work with
Olympic lifting with their clients. It also teaches them the
benefits of Olympic lifting, including how it can help develop
coordination, mobility, stability, strength, and explosiveness.
Courses for group training instructors
SATS’ internal education program also offers a wide variety
of opportunities for group training instructors who wish to
broaden their skills and teach other group training classes.
Onboarding
For new employees, SATS offers an self-onboarding journey.
There are tailored onboarding journeys for the roles Customer
Care, Personal Trainer and Group Training Instructor. With
these onboarding journeys, SATS aims to secure a great start
for all employees in their new roles. Knowing what is expected
from a new role and feeling confident about this helps build
motivation and engagement. SATS will continue to improve
its onboarding program to ensure a great start for all new
employees.
HUMAN RIGHTS AND RESPECTFUL WORKPLACES
Human rights
(GRI indicator: 102-12)
With SATS’ vision of making people healthier and happier
strongly rooted in the organization, respecting human rights
is a foregone conclusion. SATS follows the United Nations
Guiding Principles on Business and Human Rights, the
International Labour Organization’s (ILO) core conventions,
the OECD Guidelines for Multinational Enterprises and the ten
principles of the United Nations Global Compact. The company
is committed to respecting all internationally recognized
human rights and supporting all international labor and human
rights articles set out in the UN’s Universal Declaration of
Human Rights and the UN Convention on the Rights of the
Child, including the freedom of associations and collective
bargaining principle. The company takes a zero-tolerance
approach to infringement on the human rights of others and
will appropriately address any violations.
In addition, the company opposes all forms of human
trafficking, forced labor, and illicit forms of child labor in its
operations and value chain. SATS recognizes its responsibility
to identify, prevent, mitigate and remedy potential and actual
negative impacts on human rights throughout the company’s
supply chain. The company wants employees, members and
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APPENDIX
non-members to trust that SATS is devoted to supporting
human rights and fighting any injustices that may occur.
Employee dialogue
(GRI indicator: 102-41, 402-1, 403-4, 404-3)
Whenever there is a possibility that a workplace might change
in a way that impacts the business or the employees, SATS
seeks a dialog with workforce representatives. For example, in
connection with a reorganization or if a club closes for a few
months to allow for a major renovation. In such circumstances,
our HR teams in each country ensure compliance with local
legislation on how operational changes should be handled
and communicated to union parties and employees. The
details in this legislation, regarding employee dialogue in case
of operational changes, varies in the countries where SATS
operates (please see fact box for details). In general, employee
health and safety is well-covered in the legislation in all of the
Nordic countries in which SATS operates.
PERFORMANCE REVIEWS
The dialogue between a manager and an employee is
important. We encourage our managers to prioritize this
dialogue since feedback is most helpful when given in the
moment, rather than once a year in performance reviews.
We also encourage all SATS colleagues to give each other
feedback. If feedback is only given and received in a formal
meeting with a manager, many situations will be forgotten
and never discussed. It is also important to learn how to both
give and receive feedback in a constructive and helpful way.
Therefore, frequent practice is key. In addition to this important
daily dialogue and feedback, SATS managers also offer
employees annual performance reviews. Our routines regarding
performance reviews are slightly different in each country, but
the timing is similar, with performance reviews mostly being
offered in the spring.
SATS ENGAGEMENT SURVEY
SATS Engagement Survey is a powerful tool that helps us regis-
ter the pulse of our organization by measuring the engagement
and well-being in SATS. The valuable insights that we collect
enable us to improve the employee experience at SATS so our
unique culture, built by our amazing employees, can attract
new and retain our existing colleagues. All employees receive
the SATS Engagement Survey quarterly, except for group train-
ing instructors who receive it twice a year. Based on feedback
from group training instructors, we created a specific survey for
this role. It was used for the first time in 2022.
Working with the results from the employee survey is an
important part of the SATS employee dialogue. After the
March survey, all managers and their teams agree on an action
plan based on the insights from the survey results. This plan
includes one or two key topics to focus improvement work on.
In addition to this joint work, each employee also has access to
a personal dashboard where individual results can be analyzed
and suggestions on self-leadership for personal growth are
received.
Discrimination
SATS works actively against discrimination through
education for managers, information for all employees and
encouragement for all company leaders to set a good example.
During 2022, the company had zero reports of incidents of
discrimination. However, we are aware that discrimination
exists in our society in many shapes and forms and that it is
not always recognized as such or reported. We understand that
despite the work we do, SATS, with 275 clubs and almost 38
million visits every year, is unlikely we are completely shielded
from discrimination. The company will continue to work to
build awareness about discrimination within the organization
and always with a zero-tolerance approach.
Employee notice regarding operational changes
(GRI indicator: 402-1)
Denmark: Employees should be given individual notice
of all significant operational changes. Notice period is
from one month up to six months, depending on the
seniority of the employee.
Sweden: All significant operational changes should
be communicated in line with what is agreed in the
collective bargaining agreement with the union. Notice
period is at least one month.
Finland: In the event of negotiations, employees
must be given notice five days before the start of the
negotiations. The duration of the negotiations is 14
days if less than 10 employees are affected and 6
weeks if 10 or more are affected. Notice period is one
month for most employees, but longer for key roles,
e.g., the management team.
Norway: All changes that affect the employee must
be discussed with AMU (the Working Environment
Committee). The timeline of the notice period is part
of this discussion. Each employee’s notice period is
stipulated in his or her employment contract.
Performance reviews per country in 2022
Norway: Offered to all employees.
Sweden: Offered to employees who work more than
eight hours a week.
Finland: Offered to club managers, assistant club
managers, receptionists, childminders and personal
trainers.
Denmark: Offered to all employees. Paid time for those
who work more than 20 hours a week, unpaid time for
those who work less than 20 hours a week.
* The health and fitness industry does not have collective
agreements in Finland.
Percentage of employees covered by
collective bargaining agreements
Percentage of employees covered by collective bargaining agreements
0
20
40
60
80
100
Sweden Finland* SATS
Group
NorwayDenmark
100%
0%
62%
20%
95%
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APPENDIX
EMPLOYEE SAFETY
(GRI indicators: 403-1 – 403-10)
Employee safety, as well as physical and mental health, is
fundamental in SATS’ work toward its vision of making people
healthier and happier.
Employee wellbeing
Occupational health and safety is of high importance for SATS.
With almost 9,000 employees, the company bears considerable
social responsibility as an employer. In addition, the fact that
SATS has many young employees gives the company an
additional responsibility. In addition, employee satisfaction is a
key driver of member satisfaction.
SATS manages employee well-being with the basic belief that
this work needs to have a dual focus: reduce the risk for illness,
through occupational health and safety measures, and at the
same time inspire to improved health through physical activity.
Employee-related topics are handled by managers, who are in
turn supported by the HR department.
Occupational health and safety
We are committed to providing a working environment that is
safe for our employees, and we put a lot of time and effort into
making sure that safety is in accordance with our standards.
Our operational health and safety system consists, among
other things, of a number of proactive safety measures that are
included in our daily routines. These routines apply to all SATS
employees and other contractors, consultants or suppliers who
spend time in SATS facilities.
The topics related to occupational health and safety in
our operations are mostly the same in all four countries.
This means we are able to use Nordic guidelines to ensure
that we cover what is important and act proactively as
needed. Because occupational health and safety needs to
be implemented and ensured at every workplace, much of
this responsibility and planning is delegated to our country
operations.
The HSE legislation in Norway, Sweden, Denmark and Finland
(the countries in which SATS operates) is strong, clear and
comprehensive and covers all SATS employees, as well as the
company’s local suppliers, consultants and contractors. This
is positive because it provides robust guidelines for a healthy
work environment in SATS. The HSE legislation is similar
across countries and the same in that it assigns the HSE
responsibility for a team to each manager. This means that
responsibility starts with our CEO and trickles all the way down
in the organization to every manager at the clubs. However,
while the HSE legislation is very similar, it is not identical in all
four countries. Therefore, local competence is necessary to
ensure that we abide by all local requirements, practices and
details.
HSE risk management
Given the strong legal responsibility assigned to each manager,
it is important for all SATS managers to understand their HSE
obligations and work in accordance with them. Therefore,
educating and informing our managers is the core of our HSE
management. HSE coursers are offered to our managers on
a regular basis. To ensure that we cover all of the topics that
need to be covered every year, we follow an annual wheel.
In addition to training our managers in HSE, our internal
school, SATS Academy, offers both online and classroom
HSE courses for all employees, including CPR (live and
online), Bandage for injuries, I CARE (eating disorder), Pure
for sure (anti-doping), Fire and Safety, Threats & Violence,
Discrimination and Victimization, Fire evacuation at SATS
Childcare, Fire evacuation, Active shooter situation (ongoing
deadly violence). We know that time invested in regular training
for our employees is time well spent. The goal is for everyone—
employees and members—to have the competence to act in a
professional manner and also receive professional and correct
help when needed.
All our managers have prepared HSE risk assessment plans for
their respective workplaces. In these plans, they have identified
HSE risks in the workplace and a plan to reduce identified risks
to an acceptable level. The following are some of the risks
identified in these plans:
Cleaning detergents. Our club employees use cleaning
detergents for cleaning. The contents of these, and how
they must be handled to ensure safety, are clearly posted in
every workplace (in line with legislation). In addition to this,
we ensure that we use environmentally friendly cleaning
detergents as much as possible. We also provide disposable
plastic gloves that are to be used by our employees while they
clean the facilities at the clubs.
Employee survey results
The Engagement index shows SATS’ aggregate result
from the employee survey (except eNPS). The score is
between 1 and 5, with 5 being the highest. SATS Group
scored 4.1 in both the December 2021 survey and the
December 2022 survey. This is a very good result. To
further improve it, the company will continue to focus
on the various drivers: the lowest ranked to improve
the engagement score and the highest ranked to
maintain the high engagement value.
eNPS consists of one question: How likely are you
to recommend SATS as a workplace to a friend or
acquaintance? The scale is from 0 to 10, with 10
meaning “Highly likely” and 0 meaning “Not at all
likely.” The answers are then divided into Promoters
(9–10), Passives (7–8) and Detractors (0–6). eNPS is
calculated as the share of Promotors less the share of
Detractors, and the result is a number between -100
and 100, where any score above 30 is considered to be
a good result. SATS Group’s eNPS was 17 in December
2021 and 16 in December 2022. We will continue our
work to build an even better employee experience.
The participation rate is the number of participants
in percent of the total number of employees.
The total participation rate was 45 percent in the
December 2022 survey, which was unchanged from
the December 2021 survey. This is not sufficient,
and SATS Group’s goal is a minimum participation
rate of 70 percent. The company will continue to talk
about and promote the SATS Engagement Survey so
it becomes better established within the organization
and achieves a reasonable participation rate.
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Social
We are the Inspirators!
Community
Mindfulness
Sustainable nutrition
Member safety
Diversity, equality and inclusion
Skills and education
Human rights and respectful
workplaces
Employee safety
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Working late in exposed neighborhoods. Some of our clubs
are located downtown or in neighborhoods where employees
might feel insecure if they are alone. We ensure that our
managers have a close dialogue with all employees to ensure
they feel safe when working late, both at the club and on their
way home.
Threatening members. Occasionally members display
threatening behavior toward employees or other members.
Our managers are trained to handle threatening situations, but
every incident is unique. If a life-threatening situation should
occur, employees are asked to contact 911 (or the equivalent
in each country). The manager and the employees work
together to resolve the situation, turning to colleagues and/or
occupational health care for help if needed. Where approved
by authorities, SATS has also installed surveillance cameras to
increase the safety at clubs that employees have identified in
their dialogues as having a higher risk.
Crises. Risks and trends in our communities are reflected in
our business and our employees. For example, terror threats,
shootings and other severe violence could potentially occur
at a SATS club just as much as they could occur elsewhere in
our communities. SATS has prepared a crisis group structure
that presents clear routines, guidelines, checklists and roles
and responsibilities in the event a crisis was to occur. Our
managers are trained during SATS’ leadership programs to use
these tools and guidelines.
Maintenance tasks. All operative tasks at our clubs are clearly
described in manuals and/or videos and assessed from a risk
perspective. Tasks associated with a higher risk are given
special treatment, e.g., through instructions that only managers
should perform the task or that the manager and an employee
should perform the task together. SATS also has a team of
maintenance specialists who help club staff with tasks they are
unable to handle or feel uncomfortable handling themselves.
Tasks requiring competence beyond this team of specialists
are handled by suppliers who specialize in the task and have
access to the equipment needed for safety.
COVID-19. During the pandemic, SATS made considerable
efforts to minimize infection risk in our clubs. For example,
we set a maximum of allowed members in our clubs to avoid
crowds, added extra cleaning, reminded members and staff
that they were only allowed to come to our clubs when fully
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Social
We are the Inspirators!
Community
Mindfulness
Sustainable nutrition
Member safety
Diversity, equality and inclusion
Skills and education
Human rights and respectful
workplaces
Employee safety
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
healthy, provided masks for our employees, moved equipment
further apart or closed equipment, used signage to remind
members to keep their distance, etc. We continuously adapted
and improved our safety measures as the infection status in
society evolved and legislation changed. Our measures always
lived up to government restrictions and infection authorities’
recommendations and were described on our local websites
(sats.no, sats.se, sats.com, elixia.fi).
All identified HSE risks are discussed in close dialogue with
the manager, who bears the legal HSE responsibility to identify
risks and remove/reduce them. Our country HR functions,
regional managers and the maintenance team support our
managers in these situations. By applying special competence
within each area of HSE, we ensure the implementation of a
satisfactory solution, thereby reducing the identified risk to an
acceptable level.
Should an incident occur despite measures taken, SATS has
systems and routines in place, in line with national legislation
i each country, for reporting and managing the incident. This
way, we make sure we record and handle all health and safety
incidents. Should special competence be required beyond
what SATS’ support functions can provide, SATS also seeks
external advice from HSE experts, e.g., through the employers’
organization or other external advisors.
If, despite these measures, an employee does not feel safe
at work, he or she can use SATS’ whistleblowing system, as
described in the Whistleblowing section, to anonymously report
HSE hazards or work related problems.
HSE statistics
EMPLOYEE INJURIES, WORK-RELATED ILLNESS AND SICK LEAVE
During 2022, we had a total of 108 cases of employee injury
and work-related illness reported in all four countries, up
from 94 in 2021. This increase should be viewed against the
backdrop of periods of forced club closures in 2021 due to the
pandemic. We believe that the risk for employee injuries was
similar in 2022 and 2021, and the types of injuries were similar
to those in previous years as well. Sudden crush injuries,
from dropping weights on a foot or hand, are common. Other
injuries include strain injuries, often while leading a group
training class, and back pain. There were also cut wounds from
employees hitting their heads on equipment, and some fainting
episodes. There were also a few cases of employees backing
into and then falling over a bench or other training equipment,
in a couple of cases resulting in a bone fracture. Some of the
cases reported refer to incidents that occurred outside of the
SATS premises, e.g., slipping on ice or being attacked by a dog.
There were no fatal injuries.
The most common types of work-related illness were stress,
anxiety, and back problems. There were also cases of physical
injuries that led to sick leave, such as bone fractures, strained
ankles, knees, crush and shoulder injuries. In addition to the
reported cases that resulted in sick leave, we also believe there
were unrecorded cases of, e.g., back and shoulder problems, a
common phenomenon associated with desk jobs.
To support employees with mental or physical health issues,
SATS cooperates with occupational health care providers in
each country, where employees are given support as needed.
In cases of sick leave due to injury, we arrange and cover the
visit to one of SATS physiotherapists. For health care beyond
occupational health, all of the countries where SATS operates
provide excellent and sufficient public health care for their
citizens.
In addition to recovery programs and support from
occupational health care, SATS also works to ensure
employees on sick leave receive support and care from their
managers in order to help the employee regain the strength
and will to return to work as soon as possible. Employees on
sick leave are also invited to all planned events and social
gatherings. Hopefully, this makes the employee feel valued and
appreciated and aids in the recovery.
DEVIATION REPORTING
SATS has a deviation reporting system in all four countries.
Through this tool (one IT system in Norway, Finland and
Denmark and another system in Sweden in cooperation with
AFA Försäkring), club staff report all extraordinary incidents
occurring at our clubs. This ensures knowledge of all incidents
and provides an overview of the types of incidents occurring
at our clubs. Examples of reported incidents (in addition to
the employee and member injuries discussed above) include
water leakage/damage, ventilation and/or temperature issues
in the facilities, thefts (often from lockers), members displaying
threatening behavior, and suspected cases of doping and/or
other drugs.
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APPENDIX
Governance
SATS’ governance-related sustainability theme is Reliable and
safe societies. SATS operates in Norway, Sweden, Finland and
Denmark. These countries have strong institutions, stable
democracies and limited corruption, all of which contribute to
reliable and safe societies for our members and employees.
This environment is fundamental for growth, both for
corporations and individuals. In a reliable and safe society,
companies are willing to invest and take risks and individuals
are willing to contribute because they trust that their rights
are fair and protected. Efforts and resources are effectively
allocated to achieve transparent and common goals. SATS
is humbly grateful that it operates in the reliable and safe
societies of the Nordic countries and for the significant values
this contributes to the company and all its stakeholders.
Furthermore, SATS is committed to contributing to making our
world more reliable and safer. Within the sustainability theme
Reliable and safe societies, SATS has identified two topics:
Customer rights and data protection and Business ethics and
integrity.
RELIABLE AND SAFE SOCIETIES
Customer rights and data protection
Business ethics and integrity
“In a reliable and safe society,
companies are willing to invest and
take risks and individuals are willing
to contribute because they trust that
their rights are fair and protected.”
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APPENDIX
issues mentioned above and is available on website for all
stakeholders to review. SATS’ priority is to make sure that all
employees feel confident in how to behave responsibly, and
we therefore offer an online course on the Code of Conduct
(available for all employees). We also make sure all new
employees are informed about and receive training in the
SATS Code of Conduct as part of their onboarding process. No
instances of corruption or other breaches of ethical conduct
related to SATS were reported in 2022.
Whistleblowing
At SATS, we encourage our employees to report to their
immediate manager behavior and/or events that are not in line
with our values, Code of Conduct and policies. Anonymous
reporting is possible through our whistleblowing service, which
is available both for all personnel in all of our countries and
externally on our websites (sats.no/dk/se and elixia.fi). All
reports received through the whistleblowing service are taken
seriously and thoroughly followed up.
In 2022, our whistleblowing service received a total of 146
reports, of which 73 were not related to ethical misconduct but
rather to e.g., equipment and service at SATS training club. Of
the remaining 73 reports, the majority were related to HR, for
example reports of poor leadership, a colleague who was not
feeling well and failures to follow SATS values. There were also
a few reports about doping suspicions.
Access to whistleblowing reports is restricted to our
whistleblowing team, and every member of the team is bound
by a confidentiality agreement for all whistleblowing cases.
The whistleblowing team decides whether to accept or decline
the report. All accepted reports of alleged misconduct are
subject to investigation in accordance with the whistleblowing
guidelines. During this investigation, the team may include
other people and request information and expertise, although
all activities also fall under the confidentiality agreement.
CUSTOMER RIGHTS AND DATA PROTECTION
(GRI indicator: 418-1)
SATS has an impact on customer rights and data protection
because of the high amount of member data the company
possesses, and the company recognizes its responsibility
to handle this member data correctly. The company’s IT
department undertakes the responsibility for customer privacy
in collaboration with the Legal and Compliance functions.
SATS’ Privacy Policy, which has been adopted by the Board
of Directors and is available on our website, outlines the
company’s stance on customer privacy.
Privacy and data protection laws protect the integrity and
confidentiality of a person’s private information. We are
committed to protecting the privacy rights of our employees,
members and everyone with whom we do business. We will
only use personal data for appropriate purposes, and we will
process personal data in accordance with the binding rules
applicable to this task.
The General Data Protection Regulation (GDPR), which came
into force on May 25, 2018, imposes strict requirements on
SATS as a group and grants everyone rights in connection with
the collection, use and storage of personal data. In accordance
with this, our members have the right to (i) be forgotten, which
entails the right to have their personal data removed from our
database (as well as the databases of all third parties that
have received the personal data from us); (ii) modify their
collected personal data; (iii) restrict the use of their collected
personal data; and (iv) “data portability,” which entails the right
to request that personal data be provided to the individual in a
machine-readable, usable format. SATS has established a set
of routines to ensure compliance with GDPR, including routines
for handling personal data, customer service and operations.
In February 2023, SATS was fined by the Norwegian Data
Protection Authority (NDPA) for infringement of certain articles
of the GDPR that occurred between October 2, 2018, and
December 8, 2021. The administrative fine amounted to NOK
10 million. The infringement related to four complaints from
members where SATS failed to (i) timely act upon access
requests, (ii) take prompt action and erase personal data
without undue delay, (iii) duly inform data subject about its
data retention policy for banned members and (iv) rely on a
valid lawful basis to process the training history of members.
Although we take full responsibility for the infringements and
acknowledge that the incidents could have been handled
better by SATS, we are of the view that the consequences are
disproportional when considering that these incidents relate
to modest infringements and that no sensitive information
was leaked to third parties or otherwise resulted in any real
harm for the persons involved. Two of the incidents related to
the storage of non-sensitive information, such as name, date
of birth and picture, for two members whose memberships
were terminated due to them materially violating our safety
regulations. The storage of information about these two
members was done for the benefit of our other members’ and
employees’ safety, to ensure that the relevant members did not
return to SATS during the banned period. SATS is continuously
working on its GDPR compliance, to ensure that its members’
and employees’ personal data are collected, processed, and
stored securely and in compliance with the GDPR and other
applicable laws and regulations. SATS has not yet concluded
whether to take any legal actions against the NDPA related to
this matter or not.
We have not had any known breaches of customer privacy in
2022.
BUSINESS ETHICS AND INTEGRITY
Anti-corruption
(GRI indicator: 205-3)
Anti-corruption is an important subject for SATS, even
though the Nordic countries are among the highest rated on
Transparency International’s Corruption Index. Corruption
undermines legitimate business activities, distorts competition,
ruins reputations and exposes companies and individuals
to severe risk. SATS has zero tolerance for corruption in any
form, including bribery, facilitation payments and trading in
influence, and we will comply with all applicable anticorruption
laws and regulations and take active steps to ensure that
corruption does not occur in relation to our business activities.
Transparency is vital in the combat of corruption. At SATS,
we are committed to conducting our business activities in
an open and transparent manner, promoting transparency in
our industry, and consequently supporting efforts to combat
corruption worldwide. Business ethics also include avoiding
conflicts of interest, money laundering, unfair competition
and breaching rules related to gifts and hospitality. SATS
Code of Conduct is a guide for management and employees
on how to act and behave according to SATS’ norms, rules,
and responsibilities. The Code of Conduct covers all of the
Financial statements
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APPENDIX
Financial statements
CONSOLIDATED FINANCIAL
STATEMENTS 75
Consolidated statement of profit or loss 75
Consolidated statement of
comprehensive income 76
Consolidated statement of financial position 77
Consolidated statement of changes in equity 78
Consolidated statement of cash flows 79
Notes to the consolidated
financial statements 81
FINANCIAL STATEMENTS
PARENT COMPANY 115
Statement of profit or loss 115
Statement of financial position 116
Statement of financial position 117
Statement of cash flows 118
Notes to the financial statements 120
AUDITOR’S REPORT 127
ALTERNATIVE PERFORMANCE
MEASURES 130
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FINANCIAL STATEMENTS
Consolidated financial statements
Consolidated statement of
profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of
financial position
Consolidated statement of
changes in equity
Consolidated statement of cash flows
Notes to the consolidated
financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Notes 2022 2021
(Amounts in NOK million for the period ended December 31 )
Revenue 6, 7, 10 4,082 3,247
Operating expenses
Cost of goods -147 -106
Personnel expenses
8 -1,587 -1,399
Other operating expenses
9, 10, 14 -1,208 -925
Depreciation and amortization
13, 14, 15 -1,120 -1,042
Total operating expenses -4,062 -3,472
Operating profit/loss 20 -224
Interest income 12 0
Financial income
11 80 54
Interest expense
23 -300 -284
Financial expense
11 -73 -68
Net financial items -281 -298
Result before tax -261 -522
Income tax income
12 15 70
Result for the year -246 -452
Loss for the year is attributable to:
Equity holders of the parent company -246 -452
Total allocation -246 -452
Earnings per share in NOK
Basic earnings per share attributable to the ordinary equity
22 -1.25 -2.65
Diluted earnings per share attributable to the ordinary equity
22 -1.25 -2.65
Consolidated statement of profit or loss
Consolidated Financial statements
Consolidated financial statements
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Consolidated financial statements
Consolidated statement of
profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of
financial position
Consolidated statement of
changes in equity
Consolidated statement of cash flows
Notes to the consolidated
financial statements
Financial statements parent company
Auditor’s report
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APPENDIX
2022 2021
(Amounts in NOK million for the period ended December 31 )
Loss for the year -246 -452
Other comprehensive income
Foreign exchange rate changes - may be reclassified to profit or loss 28 36
Other comprehensive income, net of tax 28 36
Total comprehensive income -219 -416
Total comprehensive income is attributable to:
Equity holders of the parent company -219 -416
Total comprehensive income -219 -416
Consolidated statement of comprehensive income
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Consolidated financial statements
Consolidated statement of
profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of
financial position
Consolidated statement of
changes in equity
Consolidated statement of cash flows
Notes to the consolidated
financial statements
Financial statements parent company
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APPENDIX
Consolidated statement of financial position
Notes 2022 2021
(Amounts in NOK million at December 31)
NON-CURRENT ASSETS
Intangible assets
Goodwill
13 2,478 2,425
Customer relations
13 25 29
Trademark
13 1 2
Internally developed software
13 84 113
Total non-current intangible assets 2,588 2,569
Property, plant and equipment
Right-of-use assets
14 4,161 4,077
Leasehold improvements
15 431 431
Fitness equipment
15 233 200
Other equipment, fixtures and fittings
15 59 61
Total non-current property, plant and equipment 4,884 4,769
Financial assets
Derivative financial instruments
25, 26 47 0
Other non-current receivables
16, 28 50 34
Total non-current financial assets 96 34
Deferred tax asset
12 239 213
Total non-current assets 7,806 7,584
CURRENT ASSETS
Inventories
18 57 57
Other current receivables
19 54 59
Accounts receivables
19 126 117
Prepaid expenses and accrued income
19 287 237
Cash and cash equivalents
20, 24 345 281
Total current assets 868 751
Total assets 8,675 8,336
Notes 2022 2021
(Amounts in NOK million at December 31)
EQUITY
Share capital
21 431 366
Share premium 3,045 2,521
Treasury shares -14 -17
Other reserves 65 34
Retained earnings -2,668 -2,421
Total equity 860 483
LIABILITIES
Non-current liabilities
Deferred tax liability
12 71 72
Borrowings
23, 24 1,970 2,090
Derivative financial instruments
25, 26 0 1
Other non-current liabilities 0 4
Lease liability
14, 23, 24 3,666 3,632
Total non-current liabilities 5,707 5,798
Current liabilities
Borrowings
23, 24 19 12
Lease liability
14, 23, 24 869 820
Contract liability
27 584 487
Trade and other payables 116 138
Current tax liabilities
12 6 4
Public fees and charges payable 91 225
Other current liabilities
27 423 369
Total current liabilities 2,108 2,055
Total liabilities 7,815 7,853
Total equity and liabilities 8,675 8,336
Oslo, April 28, 2023
Signed electronally
Hugo Lund Maurstad
Chair of the Board
Rebekka Herlofsen
Board Member
Martin Folke Tiveus
Board Member
Siren Sundby
Board Member
Søren Rene Kristiansen
Board Member
Sondre Gravir
CEO
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FINANCIAL STATEMENTS
Consolidated financial statements
Consolidated statement of
profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of
financial position
Consolidated statement of
changes in equity
Consolidated statement of cash flows
Notes to the consolidated
financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Notes Share capital
Share
premium
Treasury
shares
Foreign exchange
translation reserve
Share-based
payments reserve
Retained
earnings
Total attributable to
owners of the Group
Total
equity
(Amounts in NOK million)
Equity January 1, 2021 365 2,513 -19 -6 1 -1,969 885 885
Loss for the year -452 -452 -452
OCI for the year 36 36 36
Total comprehensive income for the year 0 0 0 36 0 -452 -416 -416
Investment program 3 3 3
Capital increase 1 8 9 9
Proceeds from sale of own shares 2 2 2
Equity December 31, 2021 366 2,521 -17 30 4 -2,421 483 483
Equity January 1, 2022 366 2,521 -17 30 4 -2,421 483 483
Loss for the year -246 -246 -246
OCI for the year 28 28 28
Total comprehensive income for the year 0 0 0 28 0 -246 -219 -219
Investment program 2 2 2
Share issues and capital increase expenses
22 65 525 590 590
Proceeds from sale of own shares 3 3 3
Equity December 31, 2022 431 3,045 -14 58 6 -2,668 860 860
Consolidated statement of changes in equity
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FINANCIAL STATEMENTS
Consolidated financial statements
Consolidated statement of
profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of
financial position
Consolidated statement of
changes in equity
Consolidated statement of cash flows
Notes to the consolidated
financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Consolidated statement of cash flows
Notes 2022 2021
(Amounts in NOK million for the period ended December 31 )
Cash flow from operating activities
Loss before tax -261 -522
Adjustment for:
Taxes paid in the period
12 -23 -32
Loss from sale of gym equipment
15 9 3
Depreciation, amortization and impairment
13, 14, 15 1,120 1,042
Net financial items
11 281 298
Change in inventory
18 0 -9
Change in accounts receivables
19 -8 3
Change in trade payables -21 18
Change in other receivables and accruals
27 -15 119
Net cash flow from operations 1,082 920
Cash flow from investing
Purchase of property, plant and equipment and intangible assets
13, 15 -256 -232
Loan to related parties
28 -10 0
Proceeds from property, plant and equipment 1 1
Acquisition of subsidiary, net of cash acquired
29 -49 -9
Net cash flow from investing -313 -240
Cash flow from financing
Repayments of borrowings
23 -309 -2
Proceeds from borrowings
23 200 200
Installments on lease liabilities
14 -852 -800
Paid interest on borrowings
23 -120 -109
Interest on lease liabilities
14 -189 -187
Proceeds from issues of shares
22 601 9
Proceeds from sale of own shares
21, 22 3 2
Transaction costs from issues of new shares -13 0
Other financial items
11 -1 10
Net cash flow from financing -681 -877
Net increase/decrease in cash and cash equivalents 88 -197
Effect of foreign exchange rate changes on cash and cash equivalents -24 22
Cash and cash equivalents at the beginning of the period 281 456
Cash and cash equivalents at the end of the period
20 345 281
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Consolidated statement of
comprehensive income
Consolidated statement of
financial position
Consolidated statement of
changes in equity
Consolidated statement of cash flows
Notes to the consolidated
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APPENDIX
NOTES PAGE
Note 1 General information 81
Note 2 Basis of preparation 81
Note 3 Principles of consolidation and significant accounting policies 82
Note 4 Critical estimates 84
Note 5 Judgements in applying the Group’s accounting policies 85
Note 6 Segment information 85
Note 7 Revenue, contract assets and advance payments from customers 87
Note 8 Personnel expenses 89
Note 9 Other operating expenses 91
Note 10 Realized net gain/loss 91
Note 11 Financial income and financial expenses 92
Note 12 Tax 92
Note 13 Intangible assets 94
Note 14 Leases 98
Note 15 Property, plant and equipment 101
Note 16 Other non-current receivables 102
Note 17 Interest in other entities in the Group 102
Note 18 Inventories 102
Note 19 Accounts receivable and other current receivables 103
Note 20 Cash and cash equivalents 104
Note 21 Share capital 104
Note 22 Earnings per share 105
Note 23 Borrowings 106
Note 24 Reconciliation of net debt 107
Note 25 Financial risk factors 107
Note 26 Financial instruments 110
Note 27 Other current liabilities 111
Note 28 Related parties 112
Note 29 Business combinations 112
Note 30 New IFRS standards 113
Note 31 Events after the balance sheet date 114
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Consolidated statement of
comprehensive income
Consolidated statement of
financial position
Consolidated statement of
changes in equity
Consolidated statement of cash flows
Notes to the consolidated
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Financial statements parent company
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Notes to the consolidated financial statements
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Statement of profit or loss
Notes 2022 2021
(Amounts in NOK million for the period ended December 31)
Other operating expenses 3 -18 -14
Total operating expenses -18 -14
Operating loss -18 -14
Interest income from Group companies
4, 5, 6 83 65
Other interest income
4 12 0
Other financial income
4 193 193
Net gain derivatives unrealized
4, 13 47 35
Interest expense to Group companies
4, 6 -7 -3
Other interest expense
4, 9 -111 -97
Other financial expenses
4 -212 -236
Net financial items
4 5 -42
Loss before tax -13 -56
Income tax income
10 5 12
Loss for the year -8 -44
Allocation of loss for the year
Retained earnings/accumulated losses
8 -8 -44
Total allocation -8 -44
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Statement of financial position
Notes 2022 2021
(Amounts in NOK million at December 31)
NON-CURRENT ASSETS
Intangible assets
Deferred tax asset
10 35 20
Total non-current intangible assets 35 20
Financial assets
Investments in subsidiaries
5 2,606 2,606
Loans to Group companies
6 1,707 1,087
Derivative financial instruments
13 47 0
Other non-current receivables
6 10 0
Total non-current financial assets 4,369 3,693
Total non-current assets 4,404 3,713
CURRENT ASSETS
Other receivables 3 0
Cash and cash equivalents
7 888 459
Total current assets 891 459
Total assets 5,295 4,172
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Statement of financial position
Notes 2022 2021
(Amounts in NOK million at December 31)
EQUITY
Share capital
8 431 366
Share premium
8 3,045 2,521
Treasury shares
8 -14 -17
Retained earnings/accumulated losses
8 -815 -807
Total equity 2,649 2,063
LIABILITIES
Non-current liabilities
Deferred tax liability
10 11 2
Derivative financial instruments
13 0 1
Borrowings
9 1,970 2,083
Total non-current liabilities 1,981 2,085
Current liabilities
Borrowings
9 19 10
Borrowings from Group companies
6 640 10
Trade and other payables 1 1
Other current liabilities 5 3
Total current liabilities 665 24
Total liabilities 2,646 2,109
Total equity and liabilities 5,295 4,172
Oslo, April 28, 2023
Signed electronally
Hugo Lund Maurstad
Chair of the Board
Rebekka Herlofsen
Board Member
Martin Folke Tiveus
Board Member
Siren Sundby
Board Member
Søren Rene Kristiansen
Board Member
Sondre Gravir
CEO
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Notes 2022 2021
(Amounts in NOK million for the period ended December 31)
Cash flow from operating activities
Loss before tax -13 -56
Adjustment for:
Taxes paid in the period
10 2 0
Net gain from fair value on derivatives -47 -35
Proceeds from interest income -12 0
Proceeds from other financial income 0 26
Payments of interest income 111 97
Payments of other financial expense 19 17
Change in intercompany receivables and payables 555 -89
Change in trade payables and other accruals 3 -22
Net cash flow from operations 618 -63
Cash flow from investing
Loan to related parties -10 0
Loan to Group companies -629 0
Proceeds from Group contribution 0 19
Interest on Group loans 35 29
Net cash flow from investing -603 48
Cash flow from financing
Repayments of borrowings
9 -300 0
Proceeds from borrowings
9 200 200
Interest on borrowings -70 -82
Transaction costs from issues of new shares -13 0
Proceeds from issues of shares 601 9
Proceeds from sale of own shares 3 2
Net cash flow from financing 420 129
Net increase in cash and cash equivalents
7 435 114
Effect of foreign exchange rate changes on cash and cash equivalents -7 0
Cash and cash equivalents at the beginning of the period 459 345
Cash and cash equivalents at the end of period
7 888 459
Statement of cash flows
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Note 1 General information 120
Note 2 Accounting principles 120
Note 3 Other operating expenses 121
Note 4 Financial income and financial expenses 121
Note 5 Subsidiaries 122
Note 6 Related parties 122
Note 7 Cash and cash equivalents 123
Note 8 Share capital 123
Note 9 Borrowings 124
Note 10 Tax 125
Note 11 New IFRS standards 125
Note 12 Events after the balance sheet date 125
Note 13 Financial risk factors 125
NOTES PAGE
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NOTE 1 General information
General information
SATS ASA is registered and domiciled in Norway with its head office at Nydalsveien 28, Oslo, Norway. The
Group’s ownership structure is as follows: 27.6% by TG Nordic Invest, 24.1% by AF III Holdco AS, 6.5% by
Canica AS, 4.4% by Ferd AS and 37.4% by other shareholders. The company was incorporated on March 11,
2011.
The Board of Directors approved the financial statements on April 28, 2023.
Financial reporting framework
The financial statements are prepared in accordance with the simplified application of International
Financial Reporting Standards (Norwegian Forenklet IFRS) in accordance with § 3-9 of the Norwegian
Accounting Act and the related directive. The directive refers to the general recognition and measurement
requirements in IFRS as endorsed by the European Union, but with certain exemptions.
The relevant exemption applicable to SATS ASA relates to the recognition of group contributions
(Norwegian konsernbidrag). Group contributions and dividends under simplified IFRS may be recognized
in accordance with Norwegian generally accepted accounting principles for the distributing and receiving
entity. This means that the distributing entity may recognize a liability when the contribution or dividend
is proposed, but before it has been approved. The receiving entity may also recognize the dividend or
contribution receivable before it has been approved.
Disclosure requirements are in accordance with the directive, which refers to disclosure requirements
in accordance with Chapter 7 of the Norwegian Accounting Act and Norwegian generally accepted
accounting principles, with certain differences.
The financial statements are prepared in accordance with the historical cost principle, with the exemption
of derivatives which are measured at fair value.
Preparation of financial statements in accordance with simplified IFRS requires the use of estimates. The
application of company’s accounting principles further requires management to apply judgement.
Certain new or revised standards, amendments or interpretations of existing standards have been
published. Management has assessed these changes and concluded that they are not relevant for the
business of the company or for the 2022 financial statements. For new standards, please see Note 30 New
IFRS standards in the consolidated financial statements.
The company’s significant accounting policies are disclosed in Note 3 Principles of consolidation and
significant accounting policies in the consolidated financial statements. These principles have been
applied consistently in all periods presented in the financial statements, unless stated otherwise.
Notes to the financial statements
NOTE 2 Accounting principles
Foreign currency
Functional currency and presentation currency
The financial statements of the company are prepared in NOK, which is the currency of the primary
economic environment in which the company operates.
Transactions, monetary and non-monetary items
In preparing the financial statements, transactions in currencies other than the entity’s functional currency
(foreign currencies) are recognized at the rate of exchange prevailing at the dates of the transactions.
Gains or losses on transactions in foreign currencies and exchange differences on monetary items are
recognized in profit or loss in the period in which they arise.
Subsidiaries
Subsidiaries are entities controlled by the company. The company controls an investee when the company
is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee. Investment in subsidiaries is measured at historic
cost less any impairment. Acquisition-related costs are generally recognized in profit or loss as incurred.
Intercompany loans
The terms for intercompany loans to subsidiaries are formally regulated by contractual lending
agreements. Intercompany loans are accounted for as financial assets within the scope of IFRS 9 in the
parent company’s financial statements.
Intercompany loans are classified as financial assets at amortized cost since they are held within a
business model with the objective of collecting the contractual cash flows, and the contractual terms give
rise on specified dates to cash flows that are solely payments of principal and interest on the principal
outstanding.
At initial recognition, loans are measured at their fair value, adjusted for directly attributable transaction
costs. Loans are subsequently measured at amortized cost using the effective interest rate method and
are subject to impairment under the general expected credit loss model.
Loans denominated in foreign currencies are translated at the functional currency spot rates at the
reporting date. Currency differences arising on settlement or translation are recognized in profit or loss.
Derivatives
Derivatives are recognized at fair value when the company becomes party to the contract and are
subsequently measured at fair value through profit or loss. Fair value gains or losses are presented as fair
value changes of derivatives in the income statements.
The company does not apply hedge accounting.
Cash and cash equivalents
Cash and cash equivalents consist of cash, bank deposits, other short-term cash-convertible investments
with a maturity not exceeding three months and drawn overdraft facilities. Drawn overdraft facilities are
included in current borrowings in the statement of financial position.
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FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Statement of profit or loss
Statement of financial position
Statement of financial position
Statement of cash flows
Notes to the financial statements
Auditor’s report
Alternative performance measures
APPENDIX
Share capital and share premium
Ordinary shares are classified as equity. Costs that are directly related the issue of new shares or warrants
are recognized after tax as a reduction of the consideration received directly in equity.
Borrowings
Borrowings are initially recognized at fair value when cash is received. Transaction costs are deducted
from the carrying amount. Borrowings are classified as current unless the company has the unconditional
right to defer repayment for twelve months or more after the reporting date.
Income tax
Income tax presented in the income statement comprises both income tax payable and movements
in deferred taxes. Deferred taxes are calculated using the enacted tax rate applied to the temporary
differences that exist between the carrying amount and the tax base of an asset or liability and unused
tax losses, if any, at the reporting date. Deferred tax assets from unused tax losses are recognized to
the extent that it is probable that the Group can utilize the tax losses against taxable profit in the future.
Deferred tax assets and liabilities are presented net in the statement of financial position.
Tax deductions through contributed group contributions (Norwegian konsernbidrag) and taxes on received
group contributions are recognized as a reduction of the cost of the investment in the subsidiary or
recognized directly in equity and against income tax payable or deferred taxes in the contributing and
receiving entity, as applicable.
Deferred tax assets and liabilities are not discounted but recognized at nominal value.
Statement of cash flows
The statement of cash flows is presented according to the indirect method. Cash and cash equivalents
include cash, bank deposits and other short-term cash convertible investments.
NOTE 3 Other operating expenses
2022 2021
(Amounts in NOK million)
Consultant services -15 -11
Other operating expenses -3 -3
Total operating expenses -18 -14
The company has no employees.
The Board of Directors received NOK 1,990 thousand in remuneration in 2022 (NOK 1,970 thousand in
2021). The remuneration to the Board members is included in Other operating expenses.
Auditor's remuneration 2022 2021
(Amounts in NOK thousand)
Expensed auditor incl. VAT:
Statutory audit (including technical assistance - annual accounts) -1,488 -2,026
Other attestation and assurance services -106 -56
Total auditor's remuneration -1,594 -2,082
NOTE 4 Financial income and financial expenses
Financial income 2022 2021
(Amounts in NOK million)
Interest income from Group companies 83 65
Interest income financial institutions 12 0
Foreign exchange gain 193 193
Net gain derivatives unrealized 47 35
Total financial income 335 294
Financial expenses 2022 2021
(Amounts in NOK million)
Interest expense to Group companies -7 -3
Interest expense financial institutions -111 -97
Foreign exchange loss -199 -220
Other financial expenses -13 -17
Total financial expenses -330 -336
Net financial items 5 -42
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Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Statement of profit or loss
Statement of financial position
Statement of financial position
Statement of cash flows
Notes to the financial statements
Auditor’s report
Alternative performance measures
APPENDIX
NOTE 5 Subsidiaries
The table below sets forth SATS ASA’s ownership interest in subsidiaries. The subsidiary is a holding company and owns shares in other
subsidiaries as described in its annual financial statement.
Ownership interests correspond to voting interest if not otherwise stated.
Subsidiaries
Business
office
Ownership
percentage Equity Loss after tax
Carrying
amount 2022
(Amounts in NOK million)
SATS Holding AB Stockholm 100% 1,493 -35 2,606
Investment in a subsidiary is carried at cost.
NOTE 6 Related parties
General
The following table presents an overview of transactions with related parties. Remuneration to executive staff and the Board of Directors and
share capital information are presented in Note 3 Principles of consolidation and significant accounting policies and are not included in the
following overview:
Profit or loss items
Related party Relationship Type of services 2022 2021
(Amounts in NOK thousand)
Altor Shareholder of HFN Group AS Other expenses 0 -15
Total related party profit/loss items 0 -15
The amounts in the table above are presented within Other operating expenses.
Balance sheet items
Related party/type Relationship Financial statement line item 2022 2021
(Amounts in NOK million at December 31)
Financing through SATS ASA Subsidiaries Loans to Group companies 1,707,006 1,087,015
Cash pool Subsidiaries Borrowings from Group companies -640,443 -9,915
SATS Sportsclub Sweden AB Subsidiaries Investment program 70 233
SATS Finland OY Subsidiaries Investment program 65 84
Key employees Employees Loan 9,719 0
Total related party balance sheet items 1,076,416 1,077,418
All transactions with related parties are priced at market terms, and there are no special conditions attached to them. Transactions with
subsidiaries have been eliminated in consolidated statements and do not represent transactions with related parties.
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Social
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FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Statement of profit or loss
Statement of financial position
Statement of financial position
Statement of cash flows
Notes to the financial statements
Auditor’s report
Alternative performance measures
APPENDIX
Impairment of intercompany loans
Under the general impairment model, the parent company recognizes an allowance for expected credit
losses for all intercompany loans.
Credit losses are measured based on the difference between all contractual cash flows that are due in
accordance with the contract and all the cash flows expected to be received, discounted at the original
effective interest rate.
At initial recognition intercompany loans are assessed to be performing (stage 1), i.e., the subsidiary has
low risk of default and a strong capacity to meet contractual cash flows. The loss allowance recognized
is based on expected credit losses that result from default events that are possible within the next twelve
months (twelve-month expected credit loss).
The parent company monitors the credit risk associated with intercompany loans to consider if there has
been a significant increase in credit risk since initial recognition. If there has been a significant increase
in credit risk (underperforming loan), the loss allowance recognized is based on expected credit losses
resulting from all possible default events over the remaining life of the loan (lifetime expected credit loss).
The definition of default used in the model is when the counterparty fails to make contractual payments
within 60 days of when they fall due.
To assess whether there is a significant increase in credit risk, management compares the risk of default
occurring on the asset at the reporting date with the risk of default as at the date of initial recognition. The
parent company uses the following indicators in the assessment:
• An actual or expected significant change in the operating results of the subsidiaries since the loan
was first recognized. This includes assessments of whether there are any actual or expected declining
revenues or margins, increasing operating risks, working capital deficiencies, decreasing asset quality or
increased balance sheet leverage that would result in a significant change in the subsidiaries ability to
meet its debt obligations.
• An actual or expected significant adverse change in the regulatory, economic or technological
environment of the subsidiaries.
Macroeconomic information (such as market interest rates or growth rates) is incorporated as part of the
assessment. Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor
is more than 30 days past due in making contractual payment. Loans are written off when there is no
reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan.
No loss allowance on intercompany loans was recognized as per December 31, 2022.
In December 2022, a total loan of NOK 9.7 million was issued to key employees participating in a partly
debt-financed share investment program. The terms are regulated according to the arm’s length principle.
Please see Note 8 Personnel expenses in the consolidated financial statements, for further information.
NOTE 7 Cash and cash equivalents
2022 2021
(Amounts in NOK million at December 31)
Cash and cash equivalents 888 459
The maximum exposure to credit risk at the reporting date is the carrying value of cash and cash
equivalent as disclosed above.
Please see Note 25 Financial risk factors for further information about the Group’s credit risk management.
The company owns the Group’s cash pool and the bank accounts of the Group entities that are part of the
cash pool arrangement.
NOTE 8 Share capital
As at December 31, 2022, share capital amounts to NOK 431 million consisting of 203,046,142 ordinary
shares at a face value of NOK 2.1250 per share. Please see Note 22 Earnings per share in the consolidated
financial statements for further disclosures.
Overview of the shareholders as at December 31, 2022
Shareholder
Number of
ordinary shares
Ownership
percentage
Voting
percentage
TG Nordic Invest 56,093,132 27.6% 27.6%
AF III HOLDCO AS 48,988,455 24.1% 24.1%
Canica AS 13,172,428 6.5% 6.5%
Ferd AS 8,836,287 4.4% 4.4%
Maaseide Promotion AS 7,990,976 3.9% 3.9%
Sats Management Invest AS 7,591,213 3.7% 3.7%
Salt Value AS 5,036,479 2.5% 2.5%
Funkybiz AS 5,000,000 2.5% 2.5%
Verdipapirfondet KLP Aksjenorge 3,801,073 1.9% 1.9%
J.P. Morgan SE 2,896,081 1.4% 1.4%
Ingvarda AS 2,156,749 1.1% 1.1%
Avanza Bank AB 1,897,752 0.9% 0.9%
State Street Bank and Trust Comp 1,361,967 0.7% 0.7%
HFN Group AS 1,107,806 0.5% 0.5%
Nordnet Bank AB 983,319 0.5% 0.5%
Wenaasgruppen AS 972,444 0.5% 0.5%
Fondita Global Megatrends Investment 964,714 0.5% 0.5%
Espedal & co AS 950,279 0.5% 0.5%
Verdipapirfondet KLP Aksjenorge Indeks 809,431 0.4% 0.4%
Spectatio Finans 779,184 0.4% 0.4%
Other 31,656,373 15.6% 15.6%
Total 203,046,142 100.0% 100.0%
All shares have been fully paid and have the same rights.
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SUSTAINABILITY REPORT
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Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Statement of profit or loss
Statement of financial position
Statement of financial position
Statement of cash flows
Notes to the financial statements
Auditor’s report
Alternative performance measures
APPENDIX
Shares in SATS Management Invest held by the Board of Directors and Executive Management:
Ownership
Executive management including CEO 27.57%
Equity
Share
capital
Share
premium
Other paid
in capital
Treasury
shares
Retained
earnings
(acc. losses)
Total
equity
(Amounts in NOK thousand)
Equity January 1, 2022 366,023 2,520,786 248 -16,968 -807,188 2,062,901
Share issues and capital increase expenses 65,450 524,708 12 590,170
Proceeds from sale of treasury shares 3,140 3,140
Investment program 105 105
Loss for the year -7,563 -7,563
Equity December 31, 2022 431,473 3,045,494 353 -13,816 -814,752 2,648,753
NOTE 9 Borrowings
2022 2021
Overview of interest-bearing liabilities Current Non-current Current Non-current
(Amounts in NOK million at December 31)
Bank borrowings 19 1,970 10 2,083
Total interest-bearing liabilities 19 1,970 10 2,083
Please see Note 23 Borrowings in the consolidated financial statement for further disclosures.
Covenants, payment profile and effective interest rates
As at December 31, 2022 and December 31, 2021, covenant requirements were met. Information about existing financial covenants is disclosed
in Note 23 Borrowings in the consolidated financial statement.
The payment profile of the parent company is equal to the Group’s payment profile disclosed in Note 23 Borrowings in the consolidated financial
statement.
Effective interest rates are disclosed in Note 23 Borrowings in the consolidated financial statement.
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Sustainability highlights
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Environment
Social
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FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Statement of profit or loss
Statement of financial position
Statement of financial position
Statement of cash flows
Notes to the financial statements
Auditor’s report
Alternative performance measures
APPENDIX
NOTE 10 Tax
Tax income 2022 2021
(Amounts in NOK million)
Adjustment deferred tax prior year 2 0
Change in deferred tax assets 3 12
Total tax income 5 12
Reconciliation of the nominal statutory tax rate to the effective tax
rate: 2022 2021
Loss before tax -13 -56
Expected taxes at nominal tax rate of 22% 3 12
Reconciling items:
Corrections of prior year tax assessments 2 0
Income tax income 5 12
Effective tax rate 41% 22%
Movement in deferred tax assets and deferred tax liabilities 2022 2021
(Amounts in NOK million at December 31)
Fair value financial instruments -47 1
Amortized borrowing cost -6 -9
Losses carried forward 162 91
Basis deferred tax liabilities 109 83
Carrying value deferred tax asset/tax liabilities 24 18
Significant estimates
Deferred tax assets from unused tax losses are recognized to the extent that it is probable that Group
can utilize the tax losses against taxable profit in the future. Refer also to Note 12 Tax of the consolidated
financial statements and the Board of Directors’ Report for further information.
NOTE 11 New IFRS standards
For information on effects from coming IFRS standards and interpretations, please see Note 30 New IFRS
standards in the consolidated financial statements.
NOTE 12 Events after the balance sheet date
SATS announced a new share investment program for senior executives and certain other key employees
of the Company on March 27, 2023, with the results announced on March 29, 2023. 23 employees applied
for in total 2,908,158 shares. The shares will be delivered as a combination of (i) 1,638,605 new shares to
be issued by the Company and (ii) 1,269,554 existing shares to be acquired by the Company in the market
pursuant to a buy-back program. Delivery of the Shares is conditional upon certain resolutions related to
the Share Investment Program being passed by the general meeting in the 2023 Annual General Meeting.
On March 30, 2023, a share buy-back program of maximum 2,000,000 was announced. The purpose of the
share buy-back program is to obtain treasury shares for a combination of settlement of the Company’s new
share investment program, for delivery of matching shares under a previous share investment program and
to partly cover the matching shares under the new share buy-back program.
On 26 April, SATS reported the Q1 2023-results. Please see the Company’s website for the full report and
presentation.
The Board of Directors is not aware of any other events after the balance sheet date, or any new
information regarding existing matters, that could have a material effect on the 2022 consolidated financial
statements.
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FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Statement of profit or loss
Statement of financial position
Statement of financial position
Statement of cash flows
Notes to the financial statements
Auditor’s report
Alternative performance measures
APPENDIX
NOTE 13 Financial risk factors
Overview
Through its activities, the Group will be exposed to different types of financial risks: market risk, credit risk
and liquidity risk.
The company’s overall risk management plan is to ensure the ongoing liquidity in the Group, defined as
to be able to meet its obligations at any time. The risk management strategy focuses on the uncertainty
inherent in capital markets and intends to minimize potential negative effects on the financial results of the
company by use of both natural hedges and derivatives to economically hedge certain risks. The overall
focus also includes being able to meet the financial covenants related to the Group’s borrowings.
Risk management of the company is maintained by a central finance function in accordance with the
guidelines approved by the Board. The Group’s finance function identifies, measures, mitigates and reports
on financial risks in close cooperation with the various operating units exposed to different types of
financial risks:
Liquidity risk
The company focuses on maintaining a prudent and sufficient liquidity position through an appropriate
financing structure. Management considers the company’s liquidity position to be strong.
Credit Risk
The exposure to credit risk is represented by the carrying amount of each class of financial assets,
primarily intercompany loans to subsidiaries. SATS ASA manages the credit risk by continuously
monitoring forecasted, cash balances and actual cash flows in all of its subsidiaries. Non-current
intercompany receivables are related to funding of subsidiaries and have a maturity profile matching the
external debt maturities, see Note 23 Borrowings in the consolidated financial statements for details.
Cash flows and market interest rates
Interest rates on bank deposits and loan assets have a maturity of less than twelve months. The company
does not have significant interest-bearing financial assets, and the company’s cash inflows and outflows
are therefore independent of changes in market interest rates.
Interest rate risk arises on issuing long-term debt. The company has entered into interest rate swaps
related to its borrowings in order to minimize interest rate risk.
Fair value measurement
Fair value of financial instruments that are traded in active markets (such as securities that are available
for sale or held for trading) are based on the observable market price at the reporting date. For financial
assets, the bid price is used. For financial liabilities, the ask price is used. Fair value of interest rate swaps
is calculated as the present value of estimated future cash flows. Fair value of foreign exchange forward
contracts is calculated based on observable market forward rates at the reporting date.
The company’s risk management policies and procedures are reviewed regularly to take into account
changes in the market and both the company’s and the Group’s activities. For a detailed description of
management’s financial risk management policies, please see Note 26 Financial instruments of the
consolidated financial statements.
Derivatives
Derivatives are only used for economic hedging purposes and not as speculative investments. However,
where derivatives do not meet the hedging criteria, they are classified as “held for trading” for accounting
purposes below. The Group has the following derivative financial instruments:
2022 2021
(Amounts in NOK million at December 31)
Non-current assets
Interest rate swap contracts 47 0
Total non-current derivative financial instrument assets 47 0
Non-current liabilities
Interest rate swap contracts 0 1
Total non-current derivative financial instrument liabilities 0 1
Derivatives are classified as held for trading and accounted for at fair value through profit or loss unless
they are designated as hedges. They are presented as current assets or liabilities if they are expected to be
settled within twelve months after the end of the reporting period.
Foreign exchange risk
For risk management purposes, management has identified three types of exchange exposures:
• Effect on covenants from profit after tax in foreign currency
• Internal loans in foreign currency
• Borrowings in foreign currency
As an international group, SATS is exposed to the risk associated with converting the currency related to
legal entities with a functional currency different from the Group’s presentation currency. Such translation
exposure does not yield an immediate result on the cash flow. It can still affect the Group’s financial
covenants and is therefore closely monitored. Exposure of foreign subsidiaries’ equity is partly naturally
hedged through borrowings in corresponding currency.
The Group’s business model is such that the subsidiaries’ sales and operating expenses are incurred in
local currency, reducing the exposure to foreign exchange rate fluctuations in the profit or loss. The net
of those cash flows are meant to be able to cover the borrowings in local currency, reducing the exposure
related to borrowings in local currency due to changes in the foreign exchange rates.
Please see Note 26 Financial instruments in the consolidated financial statements for further disclosures.
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FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Auditor’s report
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To the General Meeting of SATS ASA
INDEPENDENT AUDITOR’S REPORT
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of SATS ASA, which comprise:
• The financial statements of the parent company SATS ASA (the Company), which comprise the balance sheet as
at 31 December 2022, the income statement, statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, and
• The consolidated financial statements of SATS ASA and its subsidiaries (the Group), which comprise the balance
sheet as at 31 December 2022, the income statement, statement of comprehensive income, statement of
changes in equity and statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies.
In our opinion:
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31 December
2022, and its financial performance and its cash flows for the year then ended in accordance with simplified
application of international accounting standards according to section 3-9 of the Norwegian Accounting Act, and
• the consolidated financial statements give a true and fair view of the financial position of the Group as at 31
December 2022, and its financial performance and its cash flows for the year then ended in accordance with
International Financial Reporting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company and the Group as required by relevant laws and
regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for
Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our
other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
The company was listed in 2019. We have been the company's elected auditor since before the company became
listed. We have been the company's elected auditor continuously for 4 years since the company became listed,
including the year of listing.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Page 2
Independent Auditor's Report -
SATS ASA
Carrying amount of goodwill
Key audit matter
How the matter was addressed in the audit
Refer to note 13 in the group financial statements for
descriptions of management’s impairment testing process
and key assumptions. Refer also to note
30 for a
description of related estimates and assumptions.
As disclosed in note 1
3 the Group has recognized goodwill
of
NOK 2.478 million per 31 December 2022.
Management performed impairment testing of goodwill
allocated to the
Cash Generating Units (‘CGU’s) to
determine recoverable amount in accordance with the
requirements of IAS 36 ‘Impairment of Assets’ (‘IAS 36’).
M
anagement assessed the recoverable amount of
goodwill by determining the value in use. No impairment
was identified
per 31 December 2022.
Estimating value in use requires management to make
significant judgements and estimations. Management
judgements
are based on the Group’s strategic five-year
plan, including estimation of future outcomes and
assumptions of cash flows (for example customer
acquisition and retention, changes in subscription rates,
operating costs etc.), along with the discount rate to be
a
pplied to those cash flows.
Management’s impairment evaluation is a key audit
matter due to the significance of the carrying amount of
goodwill, and level of management judgement involved in
determining assumptions used in the evaluation of
impairment.
We challenged management’s assumptions used in its
impairment model for assessing the recoverability of the
carrying amount of goodwill. We focused on the
appropriateness of CGU identification, methodology
applied to estimate recoverable amount, discount rates
and forecasted cash flows. Specifically:
• We obtained a detailed understanding of
management’s process for performing the CGU
impairment assessment. As part of this we assessed
the design and implementation of the key controls.
• We tested the methodology applied to estimate
recoverable amount as compared to the requirements
of IAS 36;
• We tested the mathematical accuracy of
management’s impairment models;
• We obtained an understanding of and assessed the
basis for the key assumptions for the Group’s five-year
strategic plan;
• We evaluated and challenged management’s cash flow
forecasting included in the five-year plan and the
growth rate beyond this period with reference to the
recent and historical performance of the CGU’s;
• We evaluated management’s sensitivity analysis;
• We assessed the discount rates applied by
benchmarking against independent data.
We used Deloitte valuations specialists in our audit of
the carrying value of goodwill.
We considered the appropriateness of the related
disclosures provided in note 13.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the Board of
Directors’ report and the other information accompanying the financial statements. The other information comprises
information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other
information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report
and the other information accompanying the financial statements. The purpose is to consider if there is material
inconsistency between the Board of Directors’ report and the other information accompanying the financial
statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’
report and the other information accompanying the financial statements otherwise appear to be materially
misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the
other information accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable statutory requirements.
PAGE 125 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Page 3
Independent Auditor's Report -
SATS ASA
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate Governance
and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance
with simplified application of international accounting standards according to the Norwegian Accounting Act section
3-9, and for the preparation and true and fair view of the consolidated financial statements of the Group in
accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has
no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error.
We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company's and the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of accounting, and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company and the 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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company and the Group to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves a true and fair view.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with 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.
Page 4
Independent Auditor's Report -
SATS ASA
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of SATS ASA, we have performed an assurance engagement to obtain
reasonable assurance about whether the financial statements included in the annual report, with the file name
satsasa-2022-12-31-en, have been prepared, in all material respects, in compliance with the requirements of the
Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and
regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to
the preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects,
in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This
responsibility comprises an adequate process and such internal control as management determines is necessary.
Auditor’s Responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material respects,
the financial statements included in the annual report have been prepared in compliance with ESEF. We conduct our
work in compliance with the International Standard for Assurance Engagements (ISAE) 3000 – “Assurance
engagements other than audits or reviews of historical financial information”. The standard requires us to plan and
perform procedures to obtain reasonable assurance about whether the financial statements included in the annual
report have been prepared in compliance with the ESEF Regulation.
As part of our work, we have performed procedures to obtain an understanding of the Company’s processes for
preparing the financial statements in compliance with the ESEF Regulation. We examine whether the financial
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL tagging of the
consolidated financial statements and assess management’s use of judgement. Our procedures include reconciliation
of the iXBRL tagged data with the audited financial statements in human-readable format. We believe that the
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 28 April 2023
Deloitte AS
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State Authorized Public Accountant
(this document is signed electronically)
PAGE 126 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Alternative performance measures
The Group reports its financial results in accordance with accounting principles IFRS as issued by the
IASB and as endorsed by the EU. However, management believes that certain Alternative Performance
Measures (APMs) provide management and other users with additional meaningful financial information
that should be considered when assessing the Group’s ongoing performance. These APMs are non-IFRS
financial measures and should not be viewed as a substitute for any IFRS financial measure. Management,
the Board of Directors and the long-term lenders regularly use supplemental APMs to understand, manage
and evaluate the business and its operations. These APMs are among the factors used in planning for and
forecasting future periods, including compliance with financial covenants.
Alternative Performance Measures reflect adjustments based on the following items:
EBITDA
EBITDA is a measure of earnings before deducting net financial items, taxes, amortization and depreciation
charges. The Group has presented this APM because it considers it to be an important supplemental
measure to understand the overall picture of profit generation in the Group’s operating activities. Please
see reconciliation to profit or loss before tax in the table to the right.
EBITDA before impact of IFRS 16
EBITDA before impact of IFRS 16 is a measure of EBITDA adjusted for lease expenses applying IAS 17
Leases, and the Group has presented this APM because it considers it to be an important supplemental
measure to understand the underlying profit generation in the Group’s operating activities. Please see
reconciliation to profit or loss before tax in the table to the right.
EBITDA before impact of IFRS 16 Margin
EBITDA before impact of IFRS 16 divided by total revenue.
Adjusted EBITDA before impact of IFRS 16
Adjusted EBITDA before impact of IFRS 16 is a measure of EBITDA adjusted for (i) lease expenses
applying IAS 17 Leases, (ii) impairment charges, (iii) revenue and costs from closed clubs, and (iiii) certain
extraordinary items affecting comparability. The Group has presented this APM because it considers it
to be an important supplemental measure to understand the underlying profit generation in the Group’s
operating activities. Please see reconciliation to profit or loss before tax in the table to the right.
Adjusted EBITDA before impact of IFRS 16 Margin
Adjusted EBITDA before impact of IFRS 16 divided by total revenue.
Adjusted Country EBITDA before impact of IFRS 16
Adjusted Country EBITDA before impact of IFRS 16 is a measure of Adjusted EBITDA before the impact of
IFRS 16 per segment, which is the Group’s segment measure, before allocation of Group overhead and cost
allocations. The Group has presented this APM because it considers it to be an important supplemental
measure to understand the underlying profit generation in the Group’s geographic segments without the
impact of Group overhead and cost allocations. Please see reconciliation to profit or loss before tax in the
table to the right.
Adjusted Country EBITDA before impact of IFRS 16 Margin
Adjusted Country EBITDA before impact of IFRS 16 divided by total revenue.
Reconciliation of EBITDA before impact of IFRS 16 for the period to Adjusted Country EBITDA before
impact of IFRS 16
TOTAL 2022 2021
(Amounts in NOK million)
EBITDA before impact of IFRS 16 99 -170
Comparability adjustments 46 0
Adjusted EBITDA before impact of IFRS 16 145 -170
Group overhead and cost allocation 338 301
Adjusted Country EBITDA before impact of IFRS 16 484 132
NORWAY 2022 2021
(Amounts in NOK million)
EBITDA before impact of IFRS 16 123 -68
Comparability adjustments 24 0
Adjusted EBITDA before impact of IFRS 16 147 -68
Group overhead and cost allocation -190 -165
Adjusted Country EBITDA before impact of IFRS 16 337 97
SWEDEN 2022 2021
(Amounts in NOK million)
EBITDA before impact of IFRS 16 14 -2
Comparability adjustments 18 0
Adjusted EBITDA before impact of IFRS 16 32 -2
Group overhead and cost allocation -160 -135
Adjusted Country EBITDA before impact of IFRS 16 192 133
FINLAND 2022 2021
(Amounts in NOK million)
EBITDA before impact of IFRS 16 -20 -67
Comparability adjustments 1 0
Adjusted EBITDA before impact of IFRS 16 -19 -67
Group overhead and cost allocation -20 -19
Adjusted Country EBITDA before impact of IFRS 16 1 -48
PAGE 127 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
DENMARK 2022 2021
(Amounts in NOK million)
EBITDA before impact of IFRS 16 -74 -75
Comparability adjustments 2 0
Adjusted EBITDA before impact of IFRS 16 -71 -75
Group overhead and cost allocation -25 -24
Adjusted Country EBITDA before impact of IFRS 16 -46 -51
Net debt
Current and non-current borrowings for the period (excluding property lease liabilities recognized under
IFRS 16) less cash and cash equivalents for the period. Net debt is a non-IFRS financial measure, which
the Group considers to be an APM, and this measure should not be viewed as a substitute for any IFRS
financial measure. The Group has presented this APM as it is useful indicator of the Group’s indebtedness,
financial flexibility and capital structure because it indicates the level of borrowings after taking account of
cash and cash equivalents within the Group’s business that could be utilized to pay down the outstanding
borrowings. Net debt is also used as part of the assessment of compliance with financial covenants.
Please see Note 23 Borrowings for reconciliation to Total interest-bearing liabilities.
Leverage ratio
Net debt divided by last twelve months Adjusted EBITDA before impact of IFRS 16.
Capital expenditure
Capital expenses (capex) is a measure of total investments in the period both in the operations and in new
business either through business combinations (acquisitions) or through new club openings (greenfields).
Capital expenditures consist of both maintenance capex and expansion capex, and the source of capex is
the Statement of cash flows.
Maintenance capex
Maintenance capital expenditures is a measure of investments made in the operations and consists
of investments in tangible and intangible assets excluding business combinations (acquisitions) and
greenfields. The measure is defined as the sum of purchase of property, plant and equipment from the
Statement of cash flows less investments in greenfields. Maintenance capex can be divided into IT capex
and Club portfolio capex, where IT capex is investments and development of common software programs
used by the whole Group and Club portfolio capex is physical investments at the clubs.
Expansion capex
Expansion capital expenditures is a measure of business combinations (acquisitions) and investments
in greenfield. The measure is defined as the sum of Acquisition of subsidiary from the Statement of cash
flows including investments in greenfields.
Operating cash flow
Operating cash flow is a measure of how much cash that is generated by the operations and used to
evaluate SATS’s liquidity. The definition is Adjusted EBITDA excluding IFRS 16 less Maintenance capex.
Cash Conversion
Operating cash flow divided by Adjusted EBITDA before impact of IFRS 16.
Appendix
PAGE 128 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Task force on climate-related financial
disclosures report
GRI Index
Definitions
Appendix
PAGE 129 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Task force on climate-related financial
disclosures report
GRI Index
Definitions
Task Force on Climate-related Financial Disclosures report
Introduction
The Governance Group has been requested to conduct a
review of climate-related risks and opportunities for SATS. The
review is based on the general framework developed by the
Task Force on Climate-related Financial Disclosures (TCFD),
with recommendations for disclosing clear, comparative,
and consistent information about the risks and opportunities
presented by climate change. This report summarises key
findings and recommendations.
The main input to the review has been interviews with key
personnel from SATS, including CFO, Business Development
and Development and Property Management, conducted in
November 2020.
Based on a short introduction to the TCFD framework, each
interviewee was asked to disclose climate-related risks and
opportunities related to the 11 disclosure items put forward by
the TCFD.
Based on the information provided, The Governance Group has
prepared the climate risk review as presented here.
Key findings
SATS places high value on ESG and is continuously working to
meet market and stakeholder expectations. SATS has initiated
a process of assessing climate-related risks and opportunities
to position the company and be prepared for stricter
requirements on reporting for listed companies.
Climate-related risk for SATS is considered to be low.
Our assessment shows that SATS is well positioned to respond
to climate changes and stricter climate-related regulations and
requirements. The Board of Directors has climate risk on its
agenda, and management is integrating climate risks in their
risk management system and three-year strategy.
Recommendations
The Governance Group recommends the following priority
actions:
1. Communicate and disclose SATS’ systematic approach to
climate risk management and ESG. This will help attract
talent, investors and customers.
The most relevant climate risks identified in this assessment
relate to renting buildings and facilities that are not energy
efficient. In order to mitigate these risks, we recommend that
SATS:
2. Include a due diligence regarding energy efficiency and
building suitability/resilience when considering premises
for new clubs or extension of existing contracts.
3. Set requirements for access to energy from low-emission
technology (heat pumps, solar cells, solar collectors, etc.)
and energy management systems.
4. Consider becoming climate neutral by lowering own
emissions and offsetting (high quality CO2-certificates).
Carbon neutrality is essentially a financial commitment to
offset unavoidable emissions. Aim for climate neutrality
now rather than later.
PAGE 130 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Task force on climate-related financial
disclosures report
GRI Index
Definitions
IDENTIFIED RISKS AND OPPORTUNITIES
Type Description of risk
Physical risks Disruption in operations: Operation time might be impacted in certain periods due to physical impacts such as water ingress, poor drainage, over-heating etc. Moreover, some customers
may not be able to get to some of the clubs and internal logistics might be impacted due to regional weather and temperature changes. With over 250 clubs, however, downtime on
some clubs and transportation routes will not significantly impact SATS. Moreover, most users have subscriptions which ensures stable income.
Increased costs of input factors: Extreme weather events such as droughts might increase SATS’ power costs. SATS, however, is working to reduce electricity consumption and will
initiate several measures in the coming years, primarily related to the building stock.
Inbound supply of equipment and retail goods: Extreme weather events might impact parts of the supply chain, in particular the production and transport of machines. SATS, however,
has a network of centres that can supply to impacted areas.
Chronic changes to the environment: Changes such as temperature changes or sea level rise might impact SATS, but not more than it will impact other companies. SATS leases buil-
dings for clubs and are flexible in the choice of locations.
Regulatory risks Regulations related to CO2-emissions: Regulations (e.g. CO2-taxes) will not significantly impact SATS as the company’s emissions are relatively low.
Requirements related to energy efficiency: All clubs are subject to continuous monitoring of power consumption, but not all buildings have systems for optimization of energy use.
Though SATS’ clubs are not very energy intensive when it comes to power use, requirements may urge SATS to further plan and control the energy use and become more conscious of
energy classifications and climate issues in the choice of new premises for clubs and leasing agreements.
Market and technology risks Changes in customer behaviour: SATS’ customers are becoming increasingly environmentally conscious and may want to exercise more in nature and less in clubs. In practice, however,
SATS have experienced that in many Nordic weather conditions, customers need an alternative to being outside.
Investor preference for environmentally-certified buildings. Increased environmental interest among investors may ensure that building characteristics such as Bream-certifications
becomes a requirement. For SATS, this will not become a significant problem, as the company only leases small parts of buildings.
Stranded assets - machines. Rapid innovation related to the design and functionality of fitness equipment (such as treadmills or bicycles generating electricity) may impact SATS as
most machines are used for up to 10 years. It is likely, however, that SATS’ machines are scrapped before any such new trend will have gained a foothold, and in any case, SATS’ CAPEX
base ensures that the company can turn around quickly. On the whole, any risk related to such innovation will be mostly reputational.
Reputational risks Goodwill and brand value: When it comes to reputational risks relating to climate and the environment, the company is not very impacted, but it is neither part of the solution. For SATS,
it is mostly important today not to be viewed as a negative player, and therefore, symbolism in terms of picking the low hanging fruits (e.g. removing the blue shoe bags and using less
plastics) is important.
Recruit and retain employees: SATS’ employees are young and concerned about the environment. However, as the company is not associated with environmental harms, environmental
performance is more likely to become a reputational opportunity than risk if communicated wisely.
Opportunities Profiling SATS as climate neutral company: Profiling the company as climate neutral will mostly mean a reputational upside if SATS chooses to invest in such measures (carbon reducti-
on and offsetting). The company is not likely to be punished for not changing its behaviour.
Benefitting from changing customer behaviour: SATS’ customers (people in bigger cities in particular) are becoming more climate conscious, and this is a general opportunity for SATS.
For example, people in cities care about using public transport, and by being present close to most of the largest public transport hubs in Oslo, SATS believes that this will ensure that
more people will use the clubs. Moreover, urban development means fewer people have a car and can get out of town to exercise in nature, which again may ensure increased attendan-
ce at city-based clubs.
Attracting employees: SATS’ employees are young and concerned about the environment. For example, employees are very concerned that the products in their nutritional range is pro-
duced in an environmentally friendly way. Profiling SATS as an environmentally conscious company will be important in order to recruit and retain employees.
Benefitting from changes in investor behaviour: There is an opportunity to gain access to lower cost capital by branding SATS as an environmentally friendly and a socially responsible
agent, and it is SATS’ ambition to use that opportunity. In environmental terms, SATS will not qualify as a ”green company” (providing a “green” solution), but a “greener” profile can
attract investors.
PAGE 131 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Task force on climate-related financial
disclosures report
GRI Index
Definitions
DETAILED DISCLOSURES
# Disclosure Summary of findings
GOVERNANCE
1 Describe the board’s oversight of climate-related risks and
opportunities.
Climate risks are on the SATS’ board agenda. SATS’ main owner, Altor, set expectations related to climate risks for all portfolio companies in 2017
and several other investors are also engaging on the topic.
Risks, including climate risks, are captured and regularly followed up though the company risk management system, and will end up on the board’s
table if having reached a certain threshold.
The board will be informed about the results of this climate risk assessment.
2 Describe management’s role in assessing and managing
climate-related risks and opportunities.
SATS was listed on the Oslo stock exchange in 2019 and has since then put in considerable effort formalizing its risk management system.
Climate risks have not previously been on the management’s agenda, but recently both climate risks and opportunities have become topics of
discussion.
Based on the results from this Climate Risk Assessment, the management team will discuss the results, implications and consider future strategies
including whether and when the company should become climate neutral.
In parallel to this assessment, SATS is in the process of preparing climate accounts for the whole company, which will give SATS the opportunity to
discuss strategy, ambitions, targets and KPIs related to CO2 emissions.
In general, the core focus of the company is on promoting public health, for members and beyond. Other environmental and social issues are viewed
from a hygiene-perspective.
STRATEGY
3 Describe the climate-related risks and opportunities the
organisation has identified over the short, medium, and long
term.
See table ”Identified risks and opportunities)” above.
4 Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy, and
financial planning
See table ”Identified risks and opportunities)” above.
SATS is currently revising its next three-year strategy. As a responsible company, improving public health has and will continue to be the company’s
focus. Initiatives related to climate and the environment will be included in the new three-year-strategy and results from this TCFD-assessment will
be an important input factor to the strategic discussions.
Specific initiatives related to identified climate-related risks and opportunities (such as becoming a climate neutral company) will be considered
from a cost/benefit perspective. Major changes related to the environment, however, are out of scope for SATS for the time being.
5 Describe the resilience of the organisation’s strategy, taking
into consideration different climate-related scenarios,
including a 2°C or lower scenario.
SATS’ strategy has not been stress tested against different climate-related scenarios, but as the review of risks and opportunities shows, the compa-
ny is impacted relatively little by climate-related risks. The question is rather whether the company will be able to take advantage of the related
opportunities.
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Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Task force on climate-related financial
disclosures report
GRI Index
Definitions
RISK MANAGEMENT
6 Describe the organisation’s processes for identifying and
assessing climate-related risks.
Company risks are systematically identified and assessed as part of the risk management framework, where different risk areas (strategy, operati-
ons, finance and compliance) are assessed annually.
Within the compliance-category, SATS looks at ESG-related risks, which includes screening for environmental issues more broadly. Climate-related
risks are currently not specifically looked at.
7 Describe the organisation’s processes for managing climate-
related risks.
The process for managing an identified risk depends on the area where it is located (e.g. country). If the risk is considered grave, it is lifted to the
management level.
The coronavirus-pandemic is an example of an identified risk that has had a strong impact on the company, and has been in focus in the whole
organization, all the way down to safety procedures in specific clubs.
8 Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management.
Company risks, including any risks relating to ESG and the environment are part of the company risk management system and managed as descri-
bed above.
When it comes to risk follow-up, individual areas report regularly to the audit committee, and once a year to the board (or otherwise as needed).
METRICS AND TARGETS
9 Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process.
SATS applies some KPIs related to ESG, but not any specific KPIs related to climate risks and opportunities.
The climate accounts SATS are currently developing for the company will provide SATS the opportunity to follow the development in company
emissions. On this basis, SATS will discuss the relevance of developing metrics and targets directly linked to climate risks and opportunities, e.g.
targets on CO2-reductions.
10 Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks.
SATS is in the process of preparing climate accounts, which will be reported on annually going forward, starting 2021. The accounts will include
scope 1, 2 and some elements of scope 3 emissions.
11 Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets.
Currently, no specific targets related to climate risks are in place, as described above.
PAGE 133 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Task force on climate-related financial
disclosures report
GRI Index
Definitions
GENERAL DISCLOSURES
Disclosure # Disclosure name Reference and/or response
ORGANIZATIONAL PROFILE
102-1 Name of the organization SATS ASA
102-2 Activities, brands, products, and services SATS in short
102-3 Location of headquarters Oslo, Norway
102-4 Location of operations Where we operate
102-5 Ownership and legal form Shareholder information
102-6 Markets served Where we operate
102-7 Scale of the organization SATS in short, Diversity, equality and
inclusion, Consolidated financial
statements
102-8 Information on employees and other workers Diversity, equality and inclusion
102-9 Supply chain Responsible procurement
102-10 Significant changes to the organization and
its supply chain
This is SATS, Responsible procurement
102-11 Precautionary Principle or approach Sustainability governance
102-12 External initiatives Sustainability governance, SATS and
the UN sustainable development goals,
Human rights
102-13 Membership of associations Sustainability governance
STRATEGY
102-14 Statement from senior decision-maker Letter from the CEO
ETHICS AND INTEGRITY
102-16 Values, principles, standards, and norms of
behavior
Sustainability governance, Human rights
GOVERNANCE
102-18 Governance structure Sustainability governance
SHAREHOLDER ENGAGEMENT
102-40 List of stakeholder groups Stakeholders
102-41 Collective bargaining agreements Employee dialogue
102-42 Identifying and selecting stakeholders Stakeholders
102-43 Approach to stakeholder engagement Stakeholders
102-44 Key topics and concerns raised Stakeholders
REPORTING PRACTICE
102-45 Entities included in the consolidated
financial statements
About the sustainability report,
Notes to the consolidated financial
statements, Note 1
102-46 Defining report content and topic boundaries About the sustainability report
102-47 List of material topics Management approach
102-48 Restatements of information About the sustainability report
102-49 Changes in reporting About the sustainability report
102-50 Reporting period 2022
102-51 Date of previous report Published in April 2022, reporting period
2021
102-52 Reporting cycle Annual
102-53 Contact point for questions regarding the
report
102-54 Claims of reporting in accordance with the
GRI standards
About the sustainability report
102-55 GRI content index GRI Index
102-56 External assurance External assurance not practiced for this
sustainability report
GRI Index
PAGE 134 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Task force on climate-related financial
disclosures report
GRI Index
Definitions
SPECIFIC STANDARD DISCLOSURES
Disclosure # Disclosure name Reference and/or response
GRI 200 ECONOMIC STANDARDS
103-1 to 103-3 Management approach for economic
standards and disclosures
Management approach
201-1 Direct economic value generated and
distributed
About SATS
201-2 Financial implications and other risks and
opportunities due to climate change
Climate risk, TCFD report
201-4 Financial assistance received from
government
Notes to the consolidated financial
statement, Note 7
205-3 Confirmed incidents of corruption and
actions taken
Anti-corruption
GRI 300 ENVIRONMENTAL STANDARDS
103-1 to 103-3 Management approach for environmental
standards and disclosures
Management approach
302-1 Energy consumption within the organization Climate accounts
305-1 Direct (Scope 1) GHG emissions Climate accounts
305-2 Energy indirect (Scope 2) GHG emissions Climate accounts
305-3 Other indirect (Scope 3) GHG emissions Climate accounts
307-1 Non-compliance with environmental laws
and regulations
No incidents reported in 2022
GRI 400 SOCIAL STANDARDS
103-1 to 103-3 Management approach for social standards
and disclosures
Management approach
402-1 Minimum notice periods regarding
operational changes
Employee dialogue
403-1 Occupational health and safety Employee safety
403-2 Hazard identification, risk assessment,
and incident investigation
Employee safety
403-3 Occupational health services Employee safety
403-4 Worker participation, consultation, and
communication on occupational health
and safety
Employee dialogue, Employee safety
403-5 Worker training on occupational health
and safety
Employee safety
403-6 Promotion of worker health Employee safety
403-7 Prevention and mitigation of occupational
health and safety impacts directly linked by
business relationships
Employee safety
403-8 Workers covered by an occupational health
and safety management
Employee safety
403-9 Work-related injuries Employee safety
403-10 Work-related ill health Employee safety
404-2 Programs for upgrading employee skills
and transition assistance programs
Skills and education
404-3 Percentage of employees receiving regular
performance and career development
reviews
Employee dialogue
405-1 Diversity of governance bodies and
employees
Key employee statistics
405-2 Ratio of basic salary and remuneration of
women to men
Key employee statistics
414-1 New suppliers that were screened using
social criteria
Responsible procurement
416-1 Assessment of the health and safety
impacts of product and service categories
Training product safety
418-1 Substantiated complaints concerning
breaches of customer privacy and losses of
customer data
No incidents reported in 2022
419-1 Non-compliance with laws and regulations
in the social and economic area
No incidents reported in 2022
PAGE 135 BROWSE SEARCHCONTENT
ANNUAL REPORT
Introduction
Board of Directors’ report
Corporate governance
SUSTAINABILITY REPORT
Sustainability highlights
Sustainability management
Environment
Social
Governance
FINANCIAL STATEMENTS
Consolidated financial statements
Financial statements parent company
Auditor’s report
Alternative performance measures
APPENDIX
Task force on climate-related financial
disclosures report
GRI Index
Definitions
Definitions
Term Definition
Adjusted country EBITDA before impact of IFRS 16 Adjusted EBITDA before impact of IFRS 16 less allocation of Group overhead and cost allocations
Adjusted EBITDA before impact of IFRS 16 EBITDA adjusted for (i) closed clubs; (ii) certain comparability items; and (iii) the impact of implementation of the IFRS 16 lease standard
Average number of members per club Outgoing member base divided by outgoing number of clubs
Average revenue per member (ARPM) Calculated as monthly total revenue divided by the average member base
Capex: Expansion capital expenditures The sum of investments related to acquisitions and greenfields, as well as capex related to the perfect club initiative and digital expansion
Capex: Maintenance capital expenditures Club maintenance and IT capital expenditures
Cash conversion Operating cash flow divided by adjusted EBITDA before impact of IFRS 16
EBITDA Profit/(loss) before net financial items, income tax expense, depreciation and amortization
Group overhead Consists of group services such as commercial functions, IT, finance and administration
Leverage ratio Net debt divided by last twelve months adjusted EBITDA before impact of IFRS 16
Member base Number of members, including frozen memberships, excluding free memberships
Operating cash flow Adjusted EBITDA before impact of IFRS 16 less maintenance capital expenditures and working capital
Other yield Calculated as other revenue in the period, divided by the average member base
Total overhead The sum of country overhead and group overhead
Underlying operating cash flow Operating cash flow less expansion capital expenditures
Yield Calculated as monthly member revenue in the period, divided by the average member base
PAGE 136 BROWSE SEARCHCONTENT
2231021 • BOLT.as
Investor Relations Contacts
Cecilie Elde
CFO
+47 92 41 41 95
Stine Klund
Investor Relations
+47 98 69 92 59
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SATS ASA
Telefon +47 23 30 70 00
www.satsgroup.com
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