R I-éon Bloy, loe cit., p 16.
EL COMPLEJO I)E LAUTREAMONT 107 mismo del complejo se siente como falseado;
1 Paul Eluard, Donner á voir, p 45.
Members of the Executive Board are shareholders of
the Company. The table below shows the share holdings of the Executive Board.
(Number of shares) 31 December 2012 31 December 2011
Conditional shares K. Nesse 35,528 27,667 G. Boon 15,010 7,922 V. Halseth1 11,497 n.a. J.A. Vergeer 34,392 28,151 W. Dekker2 n.a. 111,651 Available shares K. Nesse - - G. Boon 281 - V. Halseth1 8,866 n.a. J.A. Vergeer - - W. Dekker2 n.a. 38,500
1 Mr V. Halseth was appointed as member of the Executive Board on 1 August 2012. 2 Mr W. Dekker stepped down from the Executive Board on 1 August 2012
Conditional shares are the total of unvested and restricted shares.
For the movement in shares held by the Executive Board and other managerial staff, please see page 175 of the consolidated financial statements.
None of the Supervisory Board members held any ordinary shares in 2012 and 2011.
25 PROVISIONS
(€ x million) Restructuring Claims Total
Balance at 1 January 2012 3.1 1.9 5.0
Additions charged 10.4 1.1 11.5
Release -1.0 -0.5 -1.5
Utilised -7.2 -1.8 -9.0
Reclassification from liabilities held for sale - 0.3 0.3
BALANCE AT 31 DECEMBER 2012 5.3 1.0 6.3
Non-current 0.5 0.2 0.7
Current 4.8 0.8 5.6
Restructuring
Provisions for restructuring include costs related to certain compensation to staff and costs which are directly associated with plans to execute specific activities and closing of facilities. For all restructuring provisions a detailed plan exists and the implementation of the plan has started or the plan has been announced before the balance sheet date. The 2012 additions charged of € 10.4 million mainly relate to the restructuring of premix activities in Belgium, Hungary and Corporate. An amount of € 0.8 million is recognised as other operating expenses and an amount of € 9.6 million is recognised as personnel expenses in the statement of comprehensive income. Furthermore, there was a release of the restructuring provision of € 1.0 million, which was recognised as other operating expenses.
Claims and litigation
A number of claims as a result of normal course of business are pending against the Group. These claims, justified or not, were issued by suppliers, customers, former employees and consumers. The major part of the provision for claims as at 31 December 2012 consists of exposures from several customers of Nutreco which relate to discussions about past supplies.
Management ensures that these cases are firmly defended.
26 TRADE AND OTHER PAYABLES
(€ x million) 31 December 2012 31 December 2011
Trade creditors – third parties 869.4 736.0
Taxes and social security contributions 16.6 14.3
Other liabilities 66.5 79.9
Deferred income and accrued expenses 227.0 185.1
Fair value foreign exchange derivatives 5.8 13.2
Fair value cross-currency interest rate derivatives 14.5 9.6
Fair value interest rate derivatives 4.8 6.7
TOTAL 1,204.6 1,044.8
The exposure of Nutreco to currency and liquidity risk related to trade and other payables is disclosed in Note 27.
In 2012, trade and other payables increased by € 159.8 million, which mainly consists of € 113.7 million price and volume effects, € 38.8 million due to an increase in trade creditor days, a positive effect of € 4.0 million of movement in foreign exchange rates and € 3.3 million relates to the acquisition of Bellman completed in 2012.
In consultation with in-house and outside legal counsels, management regularly evaluates relevant facts and circumstances of those claims.
Nutreco has global liability insurance coverage with a self-insured retention and a maximum pay-out level.
While the outcome of these disputes cannot be predicted with certainty, management believes that, based upon legal advice and information received, the final decision will not materially affect the consolidated position of Nutreco. To the extent management has been able to estimate the expected outcome of these claims, a provision has been recorded as at 31 December 2012. These provisions are reviewed periodically and adjusted if necessary to the extent that cash-outflow of related proceedings is probable, including defense costs and reimbursements by our insurance policies. Since the ultimate disposition of asserted claims and proceedings cannot be predicted with certainty, final settlement can differ from this estimate and could require revisions to the estimated provision, which could have a material adverse effect on Nutreco’s consolidated financial position and consolidated results of operations for a particular period.
Most claims are expected to be completed within two years from the balance sheet date.
Trade creditor days in 2012 are 99 days (2011: 94 days). Nutreco notices an increasing number of suppliers that sell, factor or confirm their trade receivables on Nutreco companies, which enables these suppliers to maintain or extend the payment terms. As of 31 December 2012, Nutreco was aware of € 326.1 million (2011: € 238.5 million) usage of such solutions within Fish Feed and the Spanish business activities.
FINANCIAL ST
The following tables show the fair value of derivative financial instruments per hedge category.
(€ x million) Total Fair value through profit or loss Cash flow hedge accounting Net invest- ment hedge accounting Fair value hedge accounting Balance at 31 December 2012
Fair value foreign exchange derivatives 5.8 4.2 1.1 0.5 -
Fair value cross-currency interest rate derivatives 14.5 - 2.9 11.6 -
Fair value interest rate derivatives 4.8 - 4.8 - -
TOTAL 25.1 4.2 8.8 12.1 0.0 (€ x million) Total Fair value through profit or loss Cash flow hedge accounting Net invest- ment hedge accounting Fair value hedge accounting Balance at 31 December 2011
Fair value foreign exchange derivatives 13.2 2.8 0.4 10.0 -
Fair value cross-currency interest rate derivatives 9.6 - - 9.6 -
Fair value interest rate derivatives 6.7 - 6.7 - -
TOTAL 29.5 2.8 7.1 19.6 0.0
27 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial risk management
The Group is exposed to a variety of financial risks, such as credit risk, interest rate risk, foreign currency risk, liquidity risk and capital risk. These risks are inherent to the way the Group operates as a multinational with a large number of local operating companies. The Group’s overall risk management policy is to identify, assess, and if necessary mitigate these financial risks in order to minimise potential adverse effects on financial performance. The treasury risk management policy includes the use of derivative financial instruments to hedge certain exposures. The Executive Board is ultimately responsible for risk management. Financial risk management is, except for commodities risk and credit risk of non-financial counterparties, carried out by Group Treasury in line with clearly formalised treasury risk management policies. Group Treasury identifies, evaluates and hedges financial risks at corporate level, and monitors compliance with the treasury risk management policies within the Group. Nutreco has a
Risk Management Advisory Board that advises the Executive Board on risk management.
The capitalisation and funding of subsidiaries is a joint responsibility of Group Treasury and Group Tax, whereas the combination of equity and short-term intercompany loans is mostly used as financing structure. Decisions regarding the debt to equity ratio are based on various aspects including minimum regulatory requirements and the flexibility to change the structure. Except for dividend withholding tax in some countries and the currency control restrictions in Venezuela, the Group has no restrictions in paying intercompany cash dividends or in repaying intercompany loans.
The operating companies are primarily responsible for identifying and managing financial risks, especially in relation to transactions in foreign currencies, commodities and credit risk for non-financial counterparties.
Within the boundaries set forth by the treasury risk management policy, the operating companies execute appropriate foreign currency risk management activities. Nutreco does not allow for extensive treasury operations to be executed by operating companies with external parties, unless approved by Group Treasury. To the extent possible, derivative financial transactions are executed through Group Treasury. Group Treasury is responsible for reporting to the Executive Board on the Group’s exposures to a number of financial risks, including liquidity, foreign exchange, interest rate and credit risk on financial counterparties.
As a consequence of the current European sovereign debt crises and economic conditions, the Group analysed the impact on its operations and corporate functions. Contingency planning and other measures are taken to mitigate adverse impact to the extent possible. The measures taken consist of amongst others counterparty risk analyses for treasury and analyses of operational risks. Further contingency planning is available for the event Greece and for example Spain would leave the Euro zone.