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Halle, 25 June 2010
Etn. Fr. Colruyt (Limited Liability Company)
Registered office:
Wilgenveld
Edingensesteenweg 196
B-1500 HALLE
RPR Brussels
VAT: BE 400.378.485
Company number: 0400.378.485
Tel. +32(0)2 360 10 40
Fax +32(0)2 360 02 07
Website: www.colruyt.be - www.colruytgroup.be
E-mail: [email protected]
REPORTING
PERIOD
2009/2010
ANNUAL REPORT
Submitted to the Ordinary General Meeting
of 15 September 2010
by the BOARD OF DIRECTORS
and
AUDITOR’S REPORT
Ce rapport annuel est également disponible en français.
Dit jaarverslag is ook verkrijgbaar in het Nederlands.
Risks associated with forecasts
Statements included by the Colruyt Group in this annual report as well as references to this annual report
in other written or verbal statements by the group which concern future expectations in respect of Colruyt
group activities, events and strategic developments are forecasts and as such entail risks and uncertainties.
The information being imparted relates to information available at this time, which may differ from the ultimate results. Factors which might give rise to a discrepancy between expectation and reality are: an altered
micro or macroeconomic context, changing market situations, a shift in the competitive climate, adverse
rulings on construction and/or extension of new or existing stores, sourcing problems with suppliers, as
well as any other factors which might have an impact on the group’s results. The Colruyt Group makes no
undertakings whatsoever in respect of future news reports which might affect the group’s result or which
might bring about a variance relative to the outlooks postulated in this annual report or other statement by
the group, written as well as verbal.
1
Contents
Word from the chairman
4
Part 1: Colruyt Group overview
fiscal year 2009/2010
5
Wholesale activities
30
4.1.
Wholesale in Belgium
30
4.1.1. Spar Retail
30
4.1.2. Collivery
31
4.1.3. Alvo
31
1.
Income statement
5
4.2. Wholesale in France
32
2.
Income statement per segment
6
4.2.1. Codi-France - deliveries to affiliated stores
32
3.
Cash flow and balance sheet analysis
7
4.2.2. Pro à Pro Distribution – food service (RHD)
32
4.
Prospects
7
5.
Other activities
33
5.1.
DATS 24
33
Segment information
8
5.2. Druco-Mitto
34
Investments
8
5.3. intrion
34
5.4. Renewable energy
35
5.4.1. WE-Power
35
5.4.2. Fraxicor
35
6.
36
Part 2: Mission and values of Colruyt Group
9
1.
Group mission and values
9
2.
Corporate sustainability
9
2.1.
Energy and environment
10
Corporate activities: Colruyt Group Services
Part 4: Management, supervision and directorate
37
2.2. Mobility
11
2.3. Public projects
12
1.
Board of Directors
37
3.
14
2.
Directorate
38
3.6. Financial involvement
15
2.1.
Colruyt Group Directorate
38
3.6.1. Profit sharing
15
2.2. Future Board
38
3.6.2. Capital increase
16
Part 5: Sustainable corporate governance
39
4.
Working at the Colruyt Group
Employment, salary costs and
contributions to the Belgian treasury
16
Job creation
16
1.
Charter
39
4.2. Salary costs and net salary in Belgium
17
1.1.
General Assemblies
39
4.3. Contributions paid to the Belgian Treasury
17
1.2. Board of Directors
39
1.3. Day-to-day management
41
1.4. Profit appropriation – dividend policy
42
1.5. Shareholders / shares
42
4.1.
Part 3: Activities
18
1.
The Colruyt Group segmented
18
1.6
Information for the shareholders
42
2.
Real estate
19
2.
Events during the fiscal year
43
3.
Retail
20
2.1.
Audit committee
43
3.1.
Colruyt
20
2.2. Meetings of the Board of Directors
43
Remuneration of the Board of Directors
43
Remuneration of the Group Directorate
43
3.
Risk management and internal control
44
3.1.
General
44
3.2. OKay and Bio-Planet
24
3.3. DreamLand, DreamBaby and ColliShop
26
3.4. Integrated stores in France:
Colruyt and Coccinelle
28
3.5. Subsidiaries working mainly for the retail
trade in Belgium
2
4.
29
Contents
3.2
Components of the risk management
and internal control systems
8.14. Business combinations and disposal of
44
3.3. Coris: anchoring Colruyt Group risk
management
3.4. Most important risks of the Colruyt Group
Part 6: Share ownership – Colruyt shares
subsidiaries
86
8.15. Deferred tax assets and liabilities
87
45
8.16. Inventories
88
46
8.17. Trade and other receivables
88
8.18. Cash and cash equivalents
90
8.19. Equity
90
8.20. Earnings per share
93
48
Calendar for Shareholders
48
8.21. Provisions
93
1.
Dividends from the fiscal year 2009/2010
48
8.22. Non-current employee benefits
94
2.
Overview of Etn. Fr. Colruyt NV shares
49
8.23. Interest-bearing liabilities
95
3.
Purchase of company shares
50
8.24. Trade payables, employee benefits and
4.
Structure of the share ownership
50
5.
Communication of agreement by
6.
other liabilities
8.25. Risk management
97
98
mutual consent
51
8.26. Off-balance sheet commitments
101
Ethibel
51
8.27. Contingent liabilities and contingent assets
102
8.28. Dividends paid and proposed
102
8.29. Related parties
103
8.30. Events after the balance sheet date
104
8.31. Independent auditor’s remuneration
104
8.32. List of consolidated companies
105
Part 7: Financial Report
1.
Consolidated income statement
2.
Consolidated statement of
52
comprehensive income
53
3.
Consolidated statement of financial position
54
statements of Etn. Fr. Colruyt N.V., in accordance
4.
Consolidated statement of changes in equity
55
with Belgian accounting standards
5.
Consolidated cash flow statement
6.
Statement of responsible persons
56
7.
Independent auditors’ report
57
8.
Notes to the consolidated financial statements 60
8.1.
Principles for the presentation and preparation of
the consolidated financial statements
107
60
8.2. Segment information
71
8.3. Revenue and gross profit
74
8.4. Other operating income and expense
75
8.5. Services and miscellaneous goods
75
8.6. Employee benefit expenses
75
8.7.
77
Net financing income
8.33. Abbreviated (non-consolidated) financial
8.8. Income tax expense
77
8.9. Goodwill
78
8.10. Intangible assets
80
8.11. Property, plant and equipment
82
8.12. Investments in associates
84
8.13. Investments
85
3
Word from the chairman
Despite these turbulent times, the Colruyt Group succeeded in growing again this year by nearly eight percent. All of our
22.000 employees can justifiably be proud of this achievement. They have each contributed to this excellent result in
their own manner and through their own hard work and dedication. I am, therefore, extremely grateful to our employees
for their contribution.
I would also like to thank all of our economic, social and financial partners and, of course, our customers, who each
clearly appreciate our consequent approach. As the fact that the Colruyt Group has continued to realise sustainable
growth during a period of economic decline is not simply a matter of course, it is the achievement of all of the Group’s
stakeholders. This is the ‘together’ in our mission statement: ‘Together, we create sustainable added value through valuedriven craftsmanship in retail.’
An economic downturn leads to tension and pressure. Companies are currently under severe pressure. Thousands of
people have lost their jobs this year. For that matter, the distribution sector experienced this as well. There was also
tension and pressure within the food chain: the milk crisis and the drop in prices for various agricultural crops. But even
though the problems were exacerbated at the time (for instance the blocking of our distribution centres by farmers), both
parties have remained on speaking terms. After all, we do have a common objective in the long term: creating added
value. The changing environment in which we live and work requires all of us to re-examine a number of political, social
and economic structures and conventions. This demands a long-term perspective and courage.
Functional and sustainable retail, this is what we aim for within the Colruyt Group. And this pays off. In spite of the
economic crisis, this year again, we have been able to welcome over 3.000 new colleagues. In addition, we have also
been able to continue investing in sustainable projects. For instance, our investments in Belwind, the offshore windmill
park that will be opened later this year. Or the completion, after eight years of intensive R&D, of our hybrid truck-trailer
combination. With this vehicle, we will be able to make quiet deliveries in off-peak hours and thus avoid congestions.
In other words, how a useful economic impulse can also lead to the creation of ecological and social added value…
As a retail specialist, we continue to work on high quality and sustainable products, whereby all segments in the retail
chain are taken into account.
Consequently, in view of all of the above, I look forward to the current financial year with great confidence. Together,
we will continue to strive for sustainable growth and to further develop our craftsmanship. With the ultimate objective:
satisfied customers.
Jef Colruyt
Chairman Colruyt Group
1
Part 1
Colruyt Group
Overview fiscal year
2009/2010
Overview fiscal year 2009/2010 - Financial Information
(in EUR million)
Revenue
Operating cash flow (EBITDA) (2)
% of revenue
Operating profit (EBIT)
% of revenue
Net financing income
Profit before tax (3)
% of revenue
Income tax expense
Profit for the financial year (Group share)
% of revenue
Cash flow (4) (Group share)
Weighted average number of outstanding shares
Earnings before tax per share in EUR
Earnings per share (Group share) in EUR
Dividend per share in EUR (5)
2009/10
2008/09(1)
6.752,6
6.261,1
600,0
547,4
8,9%
8,7%
469,9
430,2
7,0%
6,9%
6,0
3,4
475,3
431,2
7,0%
6,9%
145,8
126,8
329,6
304,4
4,9%
4,9%
459,5
421,4
31.543.205 32.033.719
15,07
13,46
10,45
9,50
4,48
4,04
Variancein
7,9%
9,6%
9,2%
79,0%
10,2%
14,9%
8,3%
9,0%
11,9%
10,0%
10,9%
(1) Figures for the financial year 2008/2009 have changed as disclosed in note 1.
(2) Operating cash flow (EBITDA) = operating profit (EBIT) + depreciation and impairment losses of
non-current assets
(3) Profit before tax includes the share in the result of associated participations
(4) Cash flow = profit for the financial year + depreciation and impairment losses of non-current assets
(5) This is a proposed dividend for the current period under review and is subject to the approval of the
General Assembly
1. Income statement
Group
During full-year 2009/10 the Colruyt
Group revenue increased by 7,9% from
EUR 6.261,1 million to EUR 6.752,6
million.
The Group’s gross profit rose by 9,3%
to EUR 1.690,7 million from EUR
1.546,8 million, which corresponds to a
gross profit margin of 25,0% compared
to 24,7% last year.
Operating cash flow (EBITDA) increased by 9,6% to EUR 600,0 million. The
Group’s operating profit (EBIT) rose by
9,2% to EUR 469,9 million, which resulted in an increase of the EBIT margin
by 9 base points. This increase in
margin can be attributed to the increase
of the gross profit margin by 33 base
points. Higher personnel costs and increased depreciation charges (in recent
years the investment program has increased to EUR 318,2 million) could be
fully offset by this growth in gross profit
margin. The Colruyt Group’s investment
program is expected to follow a similar
level in the near future, this in order to
further support future growth.
Net financing income increased
by 79% by the end of March 2010
amounting to EUR 6,0 million versus
EUR 3,4 million last year. This increase mainly results from positive
mark-to-market adjustments of the
Colruyt Group’s investment portfolio.
Furthermore interest income dropped
due to historically low interest rates.
Income tax expense amounted to EUR
145,8 million or an effective tax rate of
30,6% versus 29,3% last year.
Full-year 2009/10 profit (Group share)
improved by 8,3% to EUR 329,6
million. Earnings per share (EPS) increased by 10,0% to EUR 10,45.
A gross dividend of EUR 4,48 per
share will be proposed at the AGM of
September 15, versus EUR 4,04 last
year.
5
Part 1: Colruyt Group Overview fiscal year 2009/2010
2. Income statement per
segment
2.1. Retail
Revenue +6,8%
EBITDA +7,5%
Operating profit +7,8%
The retail segment represents 77,2%
of the consolidated revenue. By the
end of 2009 there was a limited rise in
food inflation, which was partially offset
by increased price pressure. Over the
last nine months of 2009 average food
inflation still amounted to 0,26%.
By the end of the accounting period
the retail segment in Belgium consisted out of 217 Colruyt stores (including
Luxemburg), 66 OKay stores and 6
Bio-Planet stores as far as food activities are concerned. Belgian non-food
activities compose 38 DreamLand and
DreamBaby stores (including Leers). In
France the retail segment consisted out
of 48 stores to date.
The Colruyt banner stores achieved
a revenue growth of 6,3%. During the
financial year 2009/10 the revenue of
the Colruyt banner stores amounted
to EUR 4.409,3 million versus EUR
4.146,5 million last year. During this
economic crisis the Colruyt stores
continue to benefit from the consistently pursued strategy of lowest prices,
which Colruyt has been offering its customers in a highly transparent manner
for 30 years now. Hence the lowest
prices strategy led to a further increase
of the market share to 24,01% during
the first quarter of 2010.
OKay stores & Bio-Planet stores continue their strong performance with an
increase in revenue by 19,3% to EUR
352,0 million.
In France revenue at our integrated
stores increased by 11,3% to EUR
149,4 million. The French market is still
being affected by increased price competition as a result of new legislation
on the calculation of cost prices (Loi
Chatel). Combined with the consistent
implementation of the current lowest
prices strategy for national brands
on the French market by the Colruyt
Group, this intensified competition has
put slightly more pressure on the gross
profit.
Revenue of our non-food retail stores
DreamLand and DreamBaby accelerated to 11,3%, with a total revenue
of EUR 196,2 million. This increase
is achieved thanks to the opening of
two new DreamLand stores and to
the good trading environment during
the year end period. Annual Financial
Information 2009/10 pag. 3 / 13
2.2. Wholesale
Revenue +12,0%
EBITDA + 27,6%
Operating profit +33%
The growth of our wholesale business
in Belgium (+ 4,6%) was largely realised by our Spar wholesale business,
where revenue and operating income
showed a favourable evolution. The
success of Spar is a result of the close
cooperation with and the hard work of
our independent Spar entrepreneurs.
This resulted in a further increase in
market share to 2,86% during the first
quarter of 2010.
More than three-quarters of our
revenue comes from the retail trade
segment.
6
In our French food service and wholesale activities, revenue grew by 22,2%
to EUR 586,7 million. This increase
in revenue can be attributed to the
acquisition of Unifrais in June 2009
on the one hand and further gains
in market share on the French food
service market on the other. During the
accounting year 2009/10, the pressure on the French food service margin
eased, which lead to better results of
the food service. Moreover, the social
Part 1: Colruyt Group Overview fiscal year 2009/2010
sector, which accounts for a considerable part of the revenue, is less sensitive to economic recession.
million new shares in associates such
as Belwind and Vendis Capital.
Also, during the financial year 2009/10
EUR 74,0 million was spent on the purchase of treasury shares.
2.3. Other Activities
Revenue +2,4%
EBITDA +11,2%
Operating profit -2,5%
As a result of the above elements, cash
and cash equivalents dropped to 245,0
million.
Our other activities were significantly
impacted by the DATS 24 petrol stations, where revenue remained stable
compared to last year (+0,1%). The increase in volumes was practically fully
offset by the decline in oil prices.
The Colruyt’s Group printing and document management solutions activities posted an increase in revenue by
17,3%. This revenue growth can primarily be ascribed to an increase of
the shareholding in Mitto, which as of
this reporting period is being fully consolidated. Finally, also the Group’s engineering activities delivered revenue
growth of 16,1%.
3. Cash flow and balance
sheet analysis
During the last year the Colruyt
Group’s tangible and intangible assets
increased by 20,2% to EUR 1.266,4
4. Prospects
At the Annual General Meeting of 15
September 2010 the Colruyt Group will
present its full-year 2010/11 net profit
guidance.
million. This increase
the Group’s intensive
gramme (EUR 318,2
a depreciation level
million.
is the result of
investment promillion) versus
of EUR 130,0
During full year 2009/10, the Colruyt
Group invested EUR 35,4 million for
the acquisition of new subsidiaries,
such as Unifrais, New Center and
Fraxicor for over (these EUR 35,4
million represent the consideration
paid, net of cash acquired). In addition
the Group subscribed for EUR 26,6
The investment programme
amounted to EUR 318,2 million,
compared to EUR 230,6 million last
financial year.
7
Part 1: Colruyt Group Overview fiscal year 2009/2010
Segment information
(in EUR million)
Revenue
Operatingcashflow(EBITDA)
5.212,0
4.409,3
352,0
196,2
149,4
Operatingprofit(EBIT)
520,4
425,6
IRETAIL
- Colruyt
- OKay and Bio-Planet
- DreamLand, DreamBaby and dream
- Stores in France under the company’s
own management
- Other supermarkets (1)
- Transactions with other operating segments
II.Wholesaleandfoodservice - Belgian food service and wholesale
- French food service and wholesale
- Transactions with other operating segments
1.212,3
610,2
586,7
15,4
35,5
22,7
III.Otheractivities
- DATS 24 Belgium and France
- Printing & document management solutions
- Engineering activiteiten
- Other
- Transactions with other operating segments
464,0
373,3
14,9
27,5
1,2
47,2
18,6
8,6
IV.Transactions
betweenoperatingsegments
(135,6)
V.Corporate(notallocated)
0,0
25,5
ConsolidatedGrouptotal
6.752,6
600,0
31,9
73,1
13,1
469,9
(1) Supermarkets pending the conversion to other exploitation formulas.
Investments
(in EUR million)
2009/2010
2008/2009
I.Retail
- Belgium
- France
268,5
251,5
17
190,4
180,6
9,8
II.Wholesaleandfoodservice
- Belgium
- France
10,4
6,2
4,2
13,4
5,3
8,1
III.Otheractivities
19,9
10,6
19,3
16,2
318,2
IV.Corporateactivitiesnotallocated
ConsolidatedGrouptotal
Colruyt Group expects total investments to be of a comparable level in 2010/2011.
230,6
2
1. Group mission and
values
“Together, we create sustainable added
value through value-driven craftsmanship in retail”
Shared mission
All companies within the Colruyt Group
have been established based on the
same core concept: to create sustainable added value together through
value-driven craftsmanship in retail.
Therefore, this group mission is the
primary, natural mission of all parts of
the group.
Together
We carry out our business on behalf of
and together with all of our stakeholders: employees, customers, suppliers,
manufacturers, shareholders, etc. We
treat them with respect, we say what
we do and we do what we say.
Sustainability
We carry out our activities with respect
for people and the environment. For instance, by the end of 2011, we aim to
generate all of our electricity ourselves
from renewable energy sources. In the
social field, we strive for an improved
mobility and for better schools and
labour conditions in the South.
Creating
We stimulate the entrepreneurship of
Part 2:
Mission and values of
the Colruyt Group
our employees and offer our employees room for initiative. We constantly
question things and every day we
depart with the meter starting at zero.
Value-driven craftsmanship
We view craftsmanship as more than
being able to perform a job correctly.
A craftsman has the necessary skills, attitude and knowledge, radiates pride in
his work and is inspired by the group
values.
Readiness to serve
We are service-oriented towards both
customers and colleagues. It is only is
this manner that we are able to deliver
quality.
Simplicity
In order to remain profitable, we consequently opt for the most simple and
most efficient solutions.
Solidarity
We stimulate teamwork at all levels,
which results in a higher degree of efficiency, satisfaction and inspiration.
Respect
We treat each individual with respect
and we value each individual’s contribution accordingly.
Belief
We trust that our employees are personally motivated to deliver excellent
work. In this manner, we stimulate their
confidence in their own abilities.
Hope
We also provide the necessary means,
so that our employees can rightfully
hope that their efforts will result in
added value.
Space
We provide opportunities for reflection and increasing awareness. In
this manner, our employees can continue to grow both professionally and
personally.
Courage and strength
We make sure that a balance is maintained between the various points at
issue. This increases the courage to be
enterprising and the strength to make
an effort and to derive satisfaction from
doing your job.
Retail
As good cobblers, we stick to our last
and focus on retail and wholesale trade.
2. Corporate sustainability
Colruyt Group aims to create sustainable added value. This means that
we assume our responsibility as a
company. After all, the group does
not stand alone; it is in constant interaction with the social context and it
has an impact on the ecosystem. We
9
Part 2: Mission and values of the Colruyt Group
consequently evaluate the impact of
all our initiatives and we are convinced
that, as a company, we can make a
meaningful contribution to society and
to the ecosystem.
Sustainable entrepreneurship is about
creating the maximum added value,
both economic growth and personal
development, with the lowest energy
costs. In order to optimise our consumption of natural resources, fuels and
other resources, we constantly aim for
maximum quality, efficiency and effectiveness. Where our drive for efficiency
initially arose from the need to survive
in the early years, this gradually became
rooted in the DNA of the Colruyt Group.
Today it runs as a common thread
through all our activities and it enables
us to continue to grow and innovate in
a sustainable manner.
The Colruyt Group fulfils an exemplary
role with regard to sustainable business
practices for all of its stakeholders. Of
course, we assume full responsibility in
all areas upon which we have an impact
ourselves. We also do this in other areas,
for example, by joining forces with other
companies in the sector, setting up pilot
projects or initiating the public debate.
recently raised our targets: by the end
of 2011, we shall generate all the necessary electricity from renewable energy
sources.
In order to achieve this target, we
already have two wind turbines in Halle
(1999) and in Ghislenghien (2006). In
the year under review, two more were
taken into use in Ieper and we also
participated in Belwind, a large-scale
wind turbine park in the North Sea that
will be operational by the end of 2010.
Furthermore, we also plan to install
wind turbines at the future distribution
centre in Ath-Lessines (2011) and we
are also involved in the Eldepasco Wind
Park in the North Sea, which will be
taken into use by 2013. At the same, we
also continue to invest in installations
that generate green electricity from the
sun, from biomass and from waste fats
(Fraxicor). An overview of these activities is provided in Part 3 in the section
‘Other activities’ under WE-Power.
2.1.2. Rational energy use
At the Colruyt Group, we naturally strive
for the lowest costs and maximum
efficiency. We save energy thanks
to dozens of, often simple, but wellthought out measures.
2.1. Energy and environment
The Colruyt Group already laid down
its environmental commitments in the
Green Line Programme twenty years
ago. Since then, we have made a great
effort to do business in a more environmentally friendly manner. Moreover, in
recent years, we have invested substantially in large-scale energy projects.
2.1.1. Green energy
The group has already been operating
integrally on green electricity for some
time, partially generated within the
group, partially purchased externally. We
We also achieve remarkable results with
more complex measures. For instance,
we aim to have our consumption grow
10% less rapidly than the turnover by
2014 by using a measuring system that
we designed ourselves. This system
draws up a systematic inventory of
the main energy flows in stores and
central buildings. With this, people
can easily monitor their energy consumption locally and adjust this where
necessary. In addition, our energy specialists compare several sites and can
quickly detect abnormal consumptions
and take action. The system produces
remarkable results and also provides
added value on the long term. By
constantly paying attention to efficient
energy consumption, we stimulate the
employees to save energy both at work
and at home.
Carbon balance sheet as yardstick
Measuring is knowing, and this is why
the Colruyt Group, together with the
consultancy agency Futureproofed,
has made an inventory of its CO2
emissions for the year 2008, in
accordance with the international
standard Greenhouse Gas Protocol.
This carbon balance sheet is a
strategic tool with which we can
elaborate a plan of action in order to
further reduce our emissions.
European Collaboration
In 2009, the Colruyt Group joined
REAP (Retail Environmental Action
Plan), a European programme that
supports the environmental efforts
of individual retailers and retail
organisations. The members also
formulate joint challenges, objectives
and best practices in order to reduce
their impact on the environment.
In order to refrigerate as environmentally friendly as possible we have already
opted for closed deep-freeze units in
the Colruyt, Okay and Bio-Planet stores,
these units are much more energy efficient than the open and the standing models. In this manner, we save
35.000.000 KWh or the consumption
of over 10.000 households, annually.
The savings are even increasing further,
as our recent deep-freeze units are 8%
larger and at the same time 5% more
energy efficient.
By 2011 the group wants to run
completely on green power they
produce.
10
Part 2: Mission and values of the Colruyt Group
Rational energy use starts with sustainable construction. For example, the office
building in Halle that we took into use
at the beginning of 2009 scores very
good on insulation and air tightness
and is therefore exceptionally energy
efficient. The insulation norm (K32) is
a lot lower than obliged by law (K45).
The store that Bio-Planet will be opening
in Leuven at the end of 2010 will also
stand out in energy efficiency.
2.2. Mobility
As a distributor, Colruyt Group is closely
involved in the mobility issue. On the
one hand, 22.000 employees experience the effects of the increasing intensity of traffic every day. On the other
hand, our core activity - and role in
possible and thus contribute to a better
mobility, more traffic safety, a better environment and a higher quality of life.
In order to realise this socially responsible mobility policy, we inform our
employees and offer them alternatives.
At the same time, we realise that our
In commuter traffic, our mobility
projects save 9,3 million car kilometres per year.
In order to ensure that transport takes
place in a more environmentally friendly
manner, we continue to modernise
our fleet of trucks. All of our trucks
are equipped with a Euro 5-engine
and diesel particulate filters, so that
they already comply with the strictest European emission standards. The
hybrid truck, which we developed ourselves, is among the best in its category
as far as fuel consumption and emissions are concerned (see below).
All truck drivers are required to follow
an ecological driving course and their
fuel consumption is monitored on a
monthly basis. In addition, the 120
employees who regularly make use of
a company car (such as maintenance
technicians) have followed an ecological driving course, with which they can
easily reduce their fuel consumption by
5 to 10 percent. This course is also obligatory for all employees who receive a
new company car.
Driving on natural gas
The Colruyt Group invests in natural
gas as fuel for vehicles. As CNG,
or natural gas under pressure, is at
present the most sustainable fossil
fuel, with lower emissions than
the traditional fuels, LPG and even
electrically powered vehicles. We
ordered vans on CNG and installed
a filling station on our central site.
Our fuel division DATS 24 will open
a first filling station in the Antwerp
port at the end of 2010 for retail
customers and local companies. As
soon as the stations in Halle, Ninove
and Anderlecht are equipped with
CNG pumps, the group will invest in
company cars on CNG.
society - consists of bringing goods right
to the consumer, which has an impact
on mobility of course. We have already
taken many measures to optimise commuter traffic and the transport of goods.
We are working on reducing kilometres
and on travelling the necessary distances in an as safe, clean and quiet a
manner as possible both for commuter
traffic and for the transport of goods.
2.2.1. Commuter traffic
The Colruyt Group actively promotes
the use of bicycles and public transport. The main instruments for this
are the now over 2.000 company bicycles for employees who enter into
the commitment to cycle to work at
least four days a week, the shuttle bicycles for persons who take the train,
our carpool databank, the scooter
project and the bicycle allowance.
With these projects, we seek to reduce
the number of car kilometres in as far as
policy also has limitations as the choice
of the means of transport is completely up to the employee. In addition,
due to the variable working hours or
limited public transport, there is sometimes no real alternative for the car.
Nevertheless, our mobility projects
achieve satisfactory results. Over 3.000
employees participate in the carpool
system and in various bicycle projects.
Together, they avoid 9,3 million car
kilometres annually and therefore also
more than 1.200 tons of CO2.
You will find a summary of the measures
that have been taken and the measures
that are currently being taken as well our
projections for the future in our mobility
brochure or through www.colruytgroup.
be > Our corporate social responsibility.
2.2.2. Goods transport
Our distributions system limits the
number of truck kilometres in all links
11
Part 2: Mission and values of the Colruyt Group
Hybrid truck developed by the company
for silent deliveries to stores in off-peak
hours.
of the logistic chain to a minimum.
For instance, we promote more
compact products (for example
super concentrated detergent), we
test better ways to stack goods and
we reduce the packaging waste.
The suppliers deliver the majority of
the goods to our centrally located
distribution centres from which we
supply all the stores. Our software
ensures that transport carts and trucks
are filled to the maximum capacity.
They combine carts and pallets, and
product categories such as food, nonfood, fresh products and deep freeze.
With an average utilisation rate of
98%, we transport a minimum of ‘air’.
In addition, 90 percent of the transported goods are intended for one store
and any returned goods are shipped directly to their destination. With all these
measures together, we avoid over 6,7
million transport kilometres annually, a
savings that will increase as we further
optimise our system.
This optimisation process also has
limitations and we still are faced with
tailbacks, loss of time, extra consumption and emissions. This is why we
are also looking into other options.
For instance, we strongly increased the
transport by barge in 2009. Containers
that arrive in Antwerp by seagoing
vessels are transhipped on to barges
for transport to the port of Brussels.
12
As we easily import around 500 containers, we thus avoid 1.000 truck trips
between Antwerp and Brussels (including the return trips with empty containers). We thus also save 30 tons of CO2
emissions and we contribute towards a
better mobility.
In addition, we are examining realistic
ways to spread traffic and to avoid congestions in the daytime. Together with
Fedis, we are applying for permission
to make more deliveries at night and
at dawn. In order to alleviate concerns
about possible noise pollution, we do
everything we can to deliver as quietly
as possible. For instance, we invest in
covered unloading platforms and our
technicians are working on quiet trailers, loading ramps, transport carts, etc.
In addition, as from 2010, we will pick
the fruits of our long-term investments
in the development of a hybrid truck.
This truck has a remarkably quiet electric engine with an autonomous travelling distance of 10 km, which is more
than sufficient to drive the last kilometres to the store in silence.
2.3. Public projects
2.3.1. Structural support in
Belgium
Colruyt has been working together with
the Belgian Federation of Foodbanks for
many years. The foodbanks distribute
food to the least well-off population in
Belgium. We annually deliver approximately 200 tons of products to the organisation in slightly damaged packaging
or of which the expiry date is approaching. In addition, our customers also
donate over 100 tons of basic products
through an annual collection campaign.
DreamLand provides structural support
to the international organisation SOS
Children’s Villages, which runs a
Children’s Village, a childcare centre
and a youth home in the Ardennes.
2.3.2. Better working conditions
at our suppliers in the East
In 2002, Colruyt and DreamLand
launched a charter regarding child
labour and working conditions, based
on the internationally accepted ILO
conventions. Since then, approximately 300 non-European manufacturers
and suppliers have signed the code of
conduct. Clear agreements and local
audits by our purchasers and by independent experts have resulted in many
concrete improvements for the employees. In addition, we work together
with international organisations to carry
out quicker, more and very thorough
checks and to contribute more towards
better working conditions.
Part 2: Mission and values of the Colruyt Group
Developments and outlook
In 2009, the Colruyt Group placed a
total of 282 orders with non-European
food suppliers.
EUR 78.373 was invested in 115 social
audits (of which 19 follow-up audits)
in the factories of mainly Asian nonfood suppliers. 114 of these audits
were carried out in accordance with
the ICS standard and one was carried
out using our own questionnaire.
The cooperation was terminated with
20 suppliers, mainly because the
factory management adopted an uncooperative attitude. From the 19 followup audits, a slight improvement (4) up
to a considerable improvement (9) of
the working conditions appeared.
In 2009, 14 audit reports by colleague retailers were made available
to us through ICS. The ICS members
intend to approach more of their
common suppliers jointly in 2010.
22
common
suppliers
are
audited
within
Coopernic.
In 2009, 129 of our toys suppliers attained the ICTI certificate of a total of
174 historical suppliers.
Over the past few years we have
audited all of our active non-European food suppliers at least once.
In 2010, we invest EUR 89.000 in approximately 120 audits, of which 41
initial audits, 48 follow-up audits and
approximately 30 at suppliers that are
currently still unknown.
ICS
Since the beginning of 2008, the
Colruyt Group is a member of ICS
(Initiative Clause Sociale) together
with 13 French distributors and the
Italian Conad. ICS’s ethical code of
conduct is in line with our charter;
however, the accompanying audit
asks more detailed questions
than our audit. As from the
beginning of 2010, we only make
use of the ICS questionnaire.
ICS combines the results of the
audits carried out by the individual
members in a joint databank. Thus,
over-auditing is avoided and the
pressure on the common suppliers
to comply with the code of conduct
is increased.
COOPERNIC
In 2006, the Colruyt Group, CONAD
(Italy),
COOP
(Switzerland),
E.LECLERC (France) and the REWE
Group (Germany) founded the
first association of independent
European distributors: COOPERNIC.
The intention is initially to share
knowledge, reduce logistic costs
and negotiate better purchasing
conditions. COOPERNIC is also a
platform through which we can put
our corporate social responsibility
into practice abroad. For instance,
the members share the results
of their audits, whereby the ICS
methods and reports are also
accepted.
ICTI
In 2007, we signed a collaboration
agreement with ICTI (International
Council of Toys Industry). The
affiliated suppliers (such as Lego and
Mattel) have agreed to only have
toys produced by manufacturers that
adhere to the ICTI code of conduct,
which contains practically the same
stipulations as our own Charter. The
manufacturers are audited each
year and it is our aim that all of our
toys manufacturers attain the ICTI
certificate.
2.2.3. Education and training in
the South
Putting an end to child labour is a good
cause; however, sustainable development of individuals and communities
also requires education and training.
This is why we have been investing in
small-scale education projects since
2003, which are supported and monitored by specialists such as Broederlijk
Delen, Caraes and Vredeseilanden.
Part of the necessary funds comes from
our programme Collibri for Education.
Colruyt offers a range of products originating from the South. We invest five
percent of the purchase price (excluding VAT) in the countries of origin in
education and training. In this manner,
local farmers learn to join forces, establish an enterprise and farm in a sustainable manner. Between the start of
Collibri and the end of 2010, the Colruyt
Our education projects contribute
to more sustainable agriculture in
the South.
13
Part 2: Mission and values of the Colruyt Group
Group invested in total EUR 818.656 in
education and training. A detailed overview of all projects is available on www.
collibri.be.
3. Working at the Colruyt
Group
Skilled and committed employees have
made our company into what it is now.
We grow but only to the extent that our
employees grow. This is why we provide
for a pleasant working atmosphere and
we offer our employees the opportunity
to develop themselves both professionally and personally.
3.1. Permanent education
Besides the job-related basic training
programmes, we also offer our employees many possibilities to improve their
skills. The training programmes that we
offer include computer and language
courses, visits to companies and numerous courses focusing on specific
skills such as communication, management, creative thinking, etc. Employees
who are interested can obtain more
insight into the company and the sector
through navigation lessons, information
sessions and traineeships in other departments. In order to solve problems
with job vacancies that are difficult to
fill, we have developed our own vocational training programmes for IT
personnel, technicians and butchers.
Four percent of the total salary is
invested in education and training.
14
In this manner, we also create opportunities for starters without job-related
expertise or experience and for people
who wish to re-orientate themselves.
In addition, all employees can register for a series of courses directed at
personal growth: assertiveness, mindfulness, alpha training, back to nature,
quitting smoking, etc.
3.2. Career developmenAt the Colruyt
Group, each job offers real career development opportunities, both vertically and horizontally. Our employees
are given the first opportunity to apply
for job vacancies within the group.
When there are sufficient suitable
candidates, we do not recruit externally and in the event of equal suitability, existing employees are given
preference above external candidates.
People who wish to get to know a different part of the company or to gain
experience within the group, can work
in a (completely) different job through
our job rotation programme. Career development or job rotation stimulates the
creativity and the dynamism of the employee, his colleagues and the department. Expertise and experience remain
within the group and often produce additional added value in the new job.
3.3. Well-informed employees
An employee who knows what the
meaning is of his job and how his job
contributes to the organisation as a
whole will derive more satisfaction from
his job and will feel more involved. This
is why we inform our employees thoroughly by means of daily mail, frequent
briefings and meetings, a staff magazine,
newsletters, company radio and videos.
Besides practical information, the employees are also given a lot of background information and reasons why.
Consequently, as well-informed employees, they are better able to serve
the customers and understand the
underlying motivation for new working
methods.
3.4. No-nonsense culture
In our company culture, each individual can be himself / herself and
we address each other by our first
names. We value effort, ideas and initiatives more than diplomas or titles.
Regardless of their position, our employees remain accessible and available. It is possible to consult all agendas
through the intranet and colleagues
can thus communicate swiftly and efficiently, wherever they are located.
We believe in the concept of a ‘collective brain’ and thus in frequent consultations with all parties involved, certainly with the people who are executing a project. For example, the Charter
for Safe and Courteous Traffic was
drafted at the initiative of the drivers
themselves. Work simplification also
Part 2: Mission and values of the Colruyt Group
The share in the profits varies in accordance with the operating result of
the past fiscal year. It consists of a base
amount, multiplied by coefficients for
salary, seniority and position and is paid
out optionally either in cash or in shares
of the parent company.
Subject to the approval of the General
Shareholders’ Meeting, a profit share
of EUR 25,80 million will be paid out
for the fiscal year 2009/2010, of which
55,52% in cash and 44,48% in shares.
Profit sharing in a historical
perspective
- Since 1988, a substantial group
of executives have participated
in the capital of the company
through a collective shareholding.
- In 1996, a ‘personnel dividend’
was paid out for the first time.
- In 2002, a first group of companies
of the Colruyt Group set up a
profit sharing system together with
the trade unions. The Collective
Labour Agreement of June 2002
was extended a number of times.
- As from the fiscal year 2007/2008,
the system was expanded to
include all companies within the
group, for the employees working
in Belgium. The new Collective
Labour Agreement regarding this,
which was signed in April 2007, was
extended for one year to December
31, 2010.
For the financial year 2009/2010
we foresee profit sharing of EUR
25,80 million.
depends on the input of the users. All
employees can make use of the ‘Green
Telephone' to bring forward their ideas,
questions or suggestions. As a result of
their input, this service has been able to
introduce many improvements over the
course of the years.
3.6. Financial involvement
3.5. Diversity
3.6.1. Profit sharing
People from various backgrounds and
cultures and of various ages work in
the distribution. For the Colruyt Group,
dealing respectfully with this diversity
implies that everyone is given equal opportunities. The recruiting supervisors
and the recruitment & selection service
ensure an objective assessment of the
candidates based on clearly defined
criteria. By means of training, open
As a sign of our appreciation for the
contribution and dedication of our employees, the Colruyt Group enables all
employees in Belgium to share in the
profits of the company (as the only
company in the distribution sector
and one of the few companies in the
whole of Belgium). A different system
applies to our employees in France
in accordance with the French laws.
communication and fair appraisals, we
strive to ensure that all new employees
quickly find their place within the organisation and are able to develop their
potential optimally.
Overview of the profit participation since the fiscal year 2001/2002.
Year
2001-2002
2002-2003
2003-2004
2004-2005
2005-2006
2006-2007
2007 -2008
2008 -2009
2009 -2010
TOTAL
Amount
Cash
ofprofit
participation Totalnumber
(€million) ofemployees
(€million)
6,08
8,64
15,07
15,40
16,23
18,83
22,84
23,57
25,80
152,46
6.592
7.298
8.957
10.106
10.596
11.320
13.930
15.219
17.118
3,07 (50,5 %)
4,51 (52,2 %)
7,82 (51,9 %)
7,84 (50,9 %)
8,23 (50,71 %)
8,84 (46,95 %)
11,98 (52,67 %)
13,09 (55,54 %)
14,23 (55,52 %)
79,61
Shares
Number
ofemployees
(€million)
Number
ofshares
Number
ofemployees
55.255
61.071
66.924
51.418
55.661
49.889
55.082
51.626
53.982
2.359 (35,78 %)
2.574 (35,30 %)
3.200 (35,73 %)
3.846 (38,06 %)
4.056 (38,28 %)
4.932 (43,57 %)
5.808 (41,69 %)
5.934 (39,0 %)
6.664 (38,93 %)
4.233 (64,20 %)
4.724 (64,70 %)
5.757 (64,27 %)
6.260 (61,94 %)
6.540 (61,72 %)
6.388 (56,43 %)
8.122 (58,31 %)
9.285 (61,0 %)
10.454 (61,07 %)
3,01 (49,5 %)
4,13 (47,8 %)
7,25 (48,1 %)
7,56 (49,1 %)
8,00 (49,29 %)
9,99 (53,05 %)
10,86 (47,33 %)
10,48 (44,46 %)
11,57 (44,48 %)
72,85
500.908
15
Part 2: Mission and values of the Colruyt Group
3.6.2. Capital Increase Reserved
for Employees
Capital Increase reserved for employees, since 1987
In order to allow the employees to
share in the growth of the company,
we stimulate them, since 1987, to
participate in the capital. By means
of an annual capital increase reserved
for employees, they can subscribe for
shares of the parent company at an advantageous price (within the statutory
framework), which remain blocked for
a period of five years.
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
TOTAL
During the most recent capital increase in November 2009, 2.491
employees subscribed for 101.379
shares, which represents a capital
contribution of EUR 13,74 million.
Since 1987, the employees of the
Colruyt Group have already subscribed
to (recalculated) 3.744.254 shares in
their own company or in their parent
company for a total amount of EUR
117,43 million.
AmountinEURmillion
Year
0,17
1,44
0,45
0,72
0,69
0,99
1,21
1,56
1,98
5,21
4,44
9,25
2,95
2,70
2,80
4,19
6,55
9,94
10,24
14,89
11,40
9,92
13,74
117,43
Numberofshares
197.900
1.165.700
160.000
185.500
115.720
100.920
95.330
100.500
125.370
200.000
116.100
169.580
59.511
72.794
72.808
99.755
104.000
104.659
110.747
129.239
90.852
65.890
101.379
3.744.254
4. Employment, salary costs and contributions to the Belgian treasury
4.1. Job creation
The number of employees in Belgium on 31
March 2010 amounted to 19.758, of whom:
Year
Description
%
12.097
7.661
men
women
61,23 %
38,77 %
14.861
4.897
clerks
workers
75,22 %
24,78 %
15.506
4.252
full-time
part-time
78,48 %
21,52 %
Dutch speakers
French speakers
66,75 %
33,25 %
13.189
6.569
16
Evolution of Colruyt Group personnel (number
of employees)
Year
99/00
00/01
01/02
02/03
03/04
04/05
05/06
06/07
07/08
08/09
09/10
Number
Difference
9.283
10.497
11.410
12.402
15.185
16.157
16.599
17.329
18.870
20.762
22.566
+ 959
+ 1.214
+ 913
+ 992
+ 2.783
+ 972
+ 442
+730
+1.541
+ 1.892
+1.804
Part 2: Mission and values of the Colruyt Group
On 31 March 2010 (the end of the fiscal year 2009/2010), the Colruyt Group employed 22.566 employees. Compared to 31 March 2009,
this constitutes an increase by 1.804 employees, or 8,69% (+ 8,66% in full-time equivalents). A breakdown per segment is provided below:
Job creation
Breakdownpersegment
Numberofemployees
Infull-timeequivalents
Difference
Difference
31.03.10(1)
31.03.09(1)
previousyear
31.03.10
31.03.09
previousyear
Retail
Wholesale & Food Service
Other activities
Corporate (not allocated)
17.608
2.571
426
1.961
16.312
2.318
386
1.746
+1.296
+253
+40
+215
16.341
2.509
410
1.889
15.138
2.269
375
1.682
+1.203
+240
+35
+207
Group Total
22.566
20.762
+1.804
21.149
19.464
+1.685
- Belgium
- France (2)
- Other countries
19.758
2.585
223
18.371
2.225
166
+1.387
+360
+57
18.610
2.316
223
17.270
2.028
166
1.340
288
57
(*) These figures do not take into account the working students who are employed in the weekends or during the school holiday.
(2.613 on 31/03/2010 and 2.042 on 31/03/2009) (2) For France, the number of employees at the end of the reporting year on 31 December are taken into
account in the table. The companies in France employed 2.640 employees (or 2.395 in full-time equivalents) on 31 March 2010.
4.2. Salary costs and net salary in Belgium
InEURmillion
Total salary costs
Employer’s NOSS contributions and insurance
Gross remuneration of Belgian employees
Employees’ NOSS contributions
Withholding tax
Netsalaries
In%
762,17
174,41
587,76
60,60
117,86
100%
77,12%
409,30
53,70%
The employees receive EUR 409,30 million net, or 69,64% of the gross salaries of EUR 587,76 million.
The employer NOSS contributions and other statutory insurance amounted to EUR 174,41 million.
The total annual cost of the Colruyt Group salary mass amounted to EUR 762,17 million (EUR 587,76 million + EUR 174,41 million).
Of this sum, the employees received EUR 409,30 million or 53,70% net. During the 2009/2010 fiscal year, the Colruyt Group
transferred an amount of EUR 235,01 million (EUR 174,41 million + EUR 60,60 million) to the Belgian Office for Social Security.
4.3. Contributions paid to the Belgian Treasury
The total contribution transferred to the Belgian Treasury represents 55,01% of the added value generated by the Colruyt Group in
Belgium. This added value equals the operating income less the cost of goods sold less services and miscellaneous goods, or EUR
1,36 billion in Belgium.
Social Security
Withholding tax on salaries
Corporate tax on profits
Difference between payable and deductible VAT
Withholding tax on income from moveable assets
Withholding tax on income from property
Provincial and municipal taxes and other federal taxes
Total
InEURmillion
235,01
117,86
138,54
233,15
13,65
5,06
4,02
747,2 9
17
3
1. The Colruyt Group
segmented
The list of all companies included in the
consolidation can be found on page 105.
1.1. Retail
This segment includes all stores under
the company’s own management
and with 77,20% of group sales, this
segment represents the larger part of
the group sales.
In Belgium, this concerns the brands
Colruyt, OKay, Bio-Planet, DreamLand,
ColliShop
and
DreamBaby.
Furthermore, there are still a limited
number of (acquired) supermarkets,
which are operated by the Colruyt
Group, which will be remodelled and
converted to one of the supermarket
formulas of the Group.
The retail activities in France (referred
to as GMS or Grandes et Moyennes
Surfaces) comprise 50 integrated
Colruyt, Coccinelle and DreamLand
stores.
1.2. Wholesale and foodservice
Part 3:
activities
storekeepers Spar and Eurospar.
•
Alvocol:
supplies
members
of the purchasing group Alvo.
• Collivery and Foodinvest: home delivery, foodservice and export.
In France, this concerns:
- supplying affiliated stores of the
labels Coccinelle, CocciMarket and
Panier Sympa as well as independent
storekeepers.
- foodservice or supplying collectives
such as hospitals, company and school
cafeterias and hotels and catering companies. In France, foodservice is referred
to as RHD (Restauration Hors Domicile).
- 14 Codi-Cash cash and carry stores for
independent entrepreneurs.
These corporate activities include, inter
alia, work simplification and system
design, central administration, accounting and finance, environment and government relations, personnel services,
the Colruyt information technology and
communications department.
1.5. Geographic segmentation
Besides the prominent presence in
Belgium, Colruyt Group is mainly
active internationally in France with
stores and DATS 24 filling stations,
wholesale and foodservice, as well as
with logistic platforms in the French
overseas territories.
1.3. Other activities
This segment represents 6,9% of group
turnover and comprises:
- supplying fuels through the DATS 24
filling stations in Belgium and France;
- printing and document management
solutions (Druco/Mitto)
- engineering activities (Intrion)
- production of renewable energy (WE
Power/Fraxicor)
This segment represents 18% of group
revenue.
1.4. Corporate activities
In Belgium, this concerns the activities of:
• Spar Retail: supplies the independent
In order to provide high quality and
cost efficient services to the different
18
stores from one central service centre
all corporate activities are grouped together in Colruyt Group Services.
In addition, the group is also active internationally with one store and a reinsurance company in Luxemburg, with
engineering activities in France, the
Netherlands and the United Kingdom
as well as with its own IT company for
in-house development in India.
All activities of the Colruyt Group in
France are grouped together under the
holding SA Colruyt France. The S.A.S.
Codi-France operates the integrated
supermarkets Colruyt and Coccinelle
(GMS) and also supplies affiliated
stores and independent storekeepers.
Part 3: activities
Pro à Pro Distribution SA contains the activities in the foodservice (RHD). The DreamLand stores in France are also operated
from the holding company.
2. Real Estate
2.1. Integrated Colruyt Group stores
Colruyt
- number of stores (1)
- m²
09/10
08/09
07/08
06/07
05/06
206
301.731
201
291.074
185
269.611
OKay
- number of stores
- m²
66
33.501
57
27.814
50
23.509
Bio-Planet
- number of stores
- m²
6
4.400
5
3.708
4
2.958
France(4)
- number of stores
- m²
48
42.092
47
39.547
45
35.842
DreamLand
- number of stores
- m²
38 (3)
64.821
37
58.346
34
52.114
30
46.125
29
44.228
43
18.964
3
2.318
177
256.696
162
237.984
29
12.683
22
9.367
3
2.318
2
1.918
44
31.777
45
30.470
22
38.015
19
34.801
36
15.483
03/04
214 (2)
316.601
194
281.651
04/05
3
2.318
44
32.552
44
31.822
(1) Since this fiscal year, we no longer count the 4 drink centres, located on the same site as a Colruyt store, as a separate store.
(2) On 31 March 2010, three Colruyt stores were closed in connection with a renovation. Therefore, they are not included in the total. However, our store in
Luxemburg is included in this total.
(3) of which: 30 DreamLand (60.170 m²) of which one in Leers (France), six DreamBaby (3.446 m²) and two dream (1.200 m²) stores
(4) For France, this concerns the situation as at the end of the fiscal year on 31/12.
2.2. Distribution centres and administrative offices
Distributioncentres
Belgium (1)
France
GMS (2)
RHD (3)
Redistribution platform
Administrativeoffices(office space)
Belgium
m²
numberofcentres/offices
390.381
16
47.420
82.859
9.014
2
24
15
100.391
12 sites (1)
(1) Including Druco/Mitto, Vlevico and intrion (2) GMS: Grandes et Moyennes Surfaces (3) RHD: Restauration Hors Domicile.
In 2010 the group created 60.000 m² of
new storage space.
19
Part 3: activities
3. Retail
3.1. Colruyt
Overview of significant data on 31.03.2010
(in EUR million)
Revenue (1)
Growth of revenue
Sales surface area Colruyt stores
Additional sales surface area (+ 4,93 %)
Number of points of sale (2)
Of which wholly or partially leased
Land surface area
Gross built surface area
Book value of land + buildings
Personnel employed on 31.03 (4)
Number of employees on 31.03 (full-time equivalents) (4)
Fiscalyear09/10
4.409,30
+6,3%
316.601 m²
14.870 m²
214 (3)
28
1.870.087 m²
474.365 m²
279,18 miljoen
14.694
13.777
Fiscalyear08/09
4.146,50 (1)
+10,6 %
301.731 m²
10.657 m²
206
27
1.840.843 m²
464.319 m²
250,00 miljoen
13.808
12.902
(1) Including the revenue of ColliShop and DreamBaby realised by the Colruyt stores
Figures for the financial year 2008/2009 have changed as disclosed in note 1.
(2) Including the stores in Luxemburg. (3) On 31 March 2010, three Colruyt stores were closed in connection with a renovation. Therefore, they are not included in
the total. (4) Store personnel and personnel employed in the distribution centres and in the administrative departments for sales.
Positioning
Colruyt is well known for its low prices,
discount policy and quick and efficient
shopping. In order to reduce costs to
the minimum, the stores are furnished
simply and we opt for the most efficient and economical lighting, heating
and cooling. The working methods
have also been developed in order to
work as efficiently as possible.
Lowest prices
As in the past 30 years, Colruyt also
continued to consequently and transparently carry out a lowest prices
policy in the past fiscal year. We guarantee the consumer the lowest price
in all categories, for each product and
at all times. To this end, we examine
50.000 prices in other stores every
day and compare these prices to
our prices. In the pricing, we take
into account all possible advantages
of other stores such as savings campaigns and loyalty programmes. We
even react immediately to competitors’ promotional campaigns that are
suddenly announced.
20
The cheapest in all product
categories
Most supermarkets offer three main
product categories: well-known
(national) brands, house brands
and discount or first price brands.
- We can easily compare the
prices of well-known brands
with the prices in other stores.
- We compare our own brands
with the house brands in
other stores. We take the
products that can substitute
each
other
and
recalculate
the price per item, kilo or litre.
- With the clearly recognisable
logo ‘Best Buy in the Product
Category’, Colruyt ensures that
the consumer will be able to
quickly find the most inexpensive
product in each category. These
products are not only the cheapest
in our own product category but
also compared to the cheapest
products of the competitors. - All
products of our discount brand
‘Everyday Selection’ have the label
‘Best Buy in this Product Category’.
Price index
Colruyt calculates a price index for
each of its stores and the large stores
in the surrounding area. The percentage price difference with the surrounding stores of Delhaize, Carrefour, Lidl
and Aldi can be found on the website
and is shown regularly on the sales slip.
More information about the price index
calculation method is provided on the
website.
Developments in price differences
In the course of 2009 and the first
quarter of 2010, the major players on
the Belgian retail market carried out
massive price reductions. Carrefour
also invested considerably in a new
discount product range. These activities were combined with largescale communication campaigns and
received a lot of media attention.
Colruyt strengthened its price communication and provided clarity to
the press about the real price differences. Also after the price reductions
of the other stores (which were sometimes combined with price increase
of other products), we remained
the cheapest by a distinct margin.
Part 3: activities
The receipt regularly mentions the
percentage of the price difference
with neighbouring stores of our
competitors.
(illustratie: hoofding kasticket / index website?)
Depending on the region, the cheapest competitor is still some 10% more
expensive than Colruyt. In addition,
Colruyt systematically adjusts its prices
to all price reductions.
Colruyt has always been a frontrunner
in food safety and quality. For instance,
we started in 1990s with the inspection of our meat products and we laid
down our quality requirements for veal,
beef and pork in manuals. Large parts
of these manuals were later copied by
competitors and even incorporated in
legislation.
Investments in quality
Colruyt also aims for quality. For example,
all of our house brand products must be
at least as good and preferably better
than the products of the competition
and, of course, remain the cheapest.
We also draw more attention to our
quality products, for example, apples
with the label ‘Special Selection
Colruyt’. Furthermore, we now provide
more detailed information about nutritional value on the packaging of our
house brands and we also provide this
information for each recipe.
Already for over 30 years, 150 families
compare two to four of our house brand
products with the products of other
stores each month at home. Besides
this, we also increased the activities of
our internal testing laboratory in 2009.
A well-balanced consumer panel of 144
persons assesses 750 existing, new and
improved products annually. Of course,
the participants sample the product
blindly and evaluate the product on 10
criteria, after which an identical sample
session follows with a panel of employees. Only products that score well
in both tests can eventually become
products that will be sold in the stores.
An independent inspection body Quality
Control has drawn up the testing procedure, guarantees the proper implementation thereof and analyses the results.
We opened 7 new stores bringing
the total number of sales outlets to
217 at the end of the financial year.
21
Part 3: activities
2,5 million cookbooks sold
Colruyt is well known for its original
and clear cookbooks. Twentyone titles were published and 2,5
million copies were sold in a period
of 10 years. The company carries
out the whole production process
of the books itself, from the recipe
to the printing. The first cookbook in
a series of theme cookbooks about
seasonal vegetables was published
in 2010.
Personalised communication
Another of Colruyt’s strong points is
its personalised customer communication. In the first place, for years, we
have only sent our folders to customers who wish to receive them. In addition, we only send folders about, for
example, cat food to customers who
buy cat food regularly.
In the beginning of 2010, we took a
major step towards the further personalisation of the communication. From
now on, we no longer send all our
special offers to the whole customer
base. Thanks to the Extra discount card
that was introduced mid-2008, we are
better able to gear the communication
Our offers were tuned to the interests
of the individual customer even better.
22
to the customer’s interests. We collect
potentially interesting special offers for
each individual customer in the digitally printed folder ‘Selected for you’. In
February 2010, a first group of 50.000
customers received their unique
4-page folder. We aim to expand
this service by the end of 2010 to all
1.600.000 customers who regularly
use their Extra card.
This customised communication provides added value for all parties involved. The customer is able to find
special offers that really interest him
more easily in a compact folder and
he is thus able to shop more efficiently.
As a result, he can easily profit from a
few percentages additional discount.
With the personalised folder, our suppliers can carry out more targeted promotion campaigns and bring new products
to the attention of a limited target group.
As is often the case, low prices and
environmentally responsible business
practices go together here. We save
a whole lot of paper with the personalised folders, which is good for the
environment and which also makes it
possible for us to invest further in low
prices.
We communicate immediately, transparently and extensively about how we
protect our customers’ privacy. After
receiving the results of the first studies
of the purchasing behaviour, Colruyt
is pleased with ‘Selection for you’.
Customers receive fewer special offers
than before; however, they make more
use of the offers.
Developments regarding Points of Sale
Colruyt opened seven new stores and
renovated and/or extended 13 existing
branches. There were 218 stores on 31
March 2010 (3 stores were temporarily closed due to building alterations)
with a sales surface area of 316.601
m², an increase by 14.870 m² or 4,9%
compared to the previous fiscal year. It
remains our objective to increase the
sales surface area annually by approximately 10.000 m².
The
online
collection
service
Collect&Go continued to expand and
improve its service, among others, with
longer opening hours on Wednesday
afternoons and Saturdays. At the end
of the year under review, 100 stores
had a Collect&Go collection point.
The service intends to continue to
Part 3: activities
Colruyt maintains a growth rate of
about 10.000 m² per year.
open approximately ten new collection
points a year.
Since June 2008, Colruyt opened a
store in the Grand Duchy Luxemburg
(Mersch) as well and it also guarantees
the lowest prices there for all products.
Investing in steady growth
Loyal to tradition, Colruyt continues to opt for steady, well-considered growth. We do not only allow
the availability of suitable locations
to determine the rate at which
we enlarge the sales surface area.
After all, from the first day, a new store
must offer all that which Colruyt stands
for. As in addition to the lowest prices,
our customers also expect, in any case,
knowledgeable and service-oriented
personnel. Even when the number of
jobseekers rises, it still remains a challenge to recruit suitable sales staff.
Moreover, we view the hiring of an
employee as the beginning of a longterm relationship and we invest substantially in education and training.
Of course, a successful point of sale
also requires professional support by
our central services purchasing, logistics, communication, etc. This is why
we have also invested considerably in
IT-infrastructure and software development, new distribution centres and
offices in recent years. In this manner,
we ensure that Colruyt will be able to
continue to grow sustainably.
Evolution of the market share
of Colruyt stores in Belgium.
2004
2005
2006
2007
2008
2009
18,62 %
19,80 %
20,61 %
20,99 %
22,46 %
23,37 %
Milk: crisis and initiative
The milk crisis reached a peak mid2009. The price that European dairy
cattle farmers received for their milk
had dropped considerably, mainly
due to an oversupply on the international market. The angry dairy farmers
blamed the distributors. They briefly
blocked our distribution centres and
demanded milk in the stores. As a
result of these actions, we suffered a
loss of approximately 1 million euros.
The situation returned to normal after
Fedis and the agricultural organisations
reached an agreement. Fedis members
paid dairy farmers a surcharge of 14
eurocents per litre of milk purchased
between 1 June and 30 November
2009.
As a distributor, we have no control
over the production (surpluses);
however, we can make a difference,
for example, by offering (new) products with an added value for which the
customer is willing to pay. For example,
already in October we launched pasteurised fresh milk together with a
number of individual dairy farmers,
under our own label Galaxi. The
product taste similar to unpasteurised
milk; however, it can still be kept for a
number of weeks. The positive sales
figures are again evidence that we can
make a sustainable difference as a
distributor together with our suppliers.
Finally, Colruyt also offers Fairebel-milk
from the new agricultural cooperative
FairCoop.
23
Part 3: activities
3.2. OKay and Bio-Planet
Overview of significant data on 31.03.2010
Fiscalyear09/10
Fiscalyear08/09
352,0
+19,3%
295,2
+21,2%
OKay
Sales surface area
Number of points of sale
Additional sales surface area
Additional sales surface area (%)
Personnel employed
Number of employees (full-time equivalents)
33.501 m²
66
5.687 m²
20,4%
933
876
27.814 m²
57
4.305 m²
18,3%
740
692
Bio-Planet
Sales surface area
Number of points of sale
Personnel employed
Number of employees (full-time equivalents)
4.400 m²
6
140
130
3.708 m²
5
86
81
(in EUR million)
Revenue (1)
Growth of revenue
(1) Including the revenue of ColliShop and DreamBaby realised by the Okay and Bio-Planet stores.
OKay wants to engage 120 to 150
new employees.
3.2.1. OKay
Positioning
OKay caters to the growing need of
active people to organise their lives
efficiently. At OKay, they will easily be
able to do all their (daily) shopping,
with certainty regarding choice, price
and quality. In this manner, the customer saves time, money and effort
and he will be able to enjoy life more.
The stores are integrated in the centres
of villages and municipalities so that
customers can avoid traffic jams and
driving long distances. The long opening
hours and the car park ensure good accessibility. The compact stores (400 to
650 m2) are structured logically, the
24
targeted product range is offered in a
clear and accessible manner. OKay is
strong in fresh products and also offers
fresh bread.
OKay stands for friendly service and
guarantees the lowest prices in the
neighbourhood. The prices are compared to the prices of the stores in
a range of a number of kilometres
around the point of sale on a daily
basis. Should a customer nevertheless
find a lower price, then the difference
is paid back to the customer and the
price is adjusted immediately.
Evolution
- OKay continues to show strong
growth. Eight new stores were opened
in the past year: Fleurus, Meeuwen,
Oedelem, Tremelo, Evergem, Niel-bijAs, Zwevegem and Vossem. Colruyt
Rinsdelle (Brussels) was converted
into an OKay. There were 66 OKay
stores at the end of the fiscal year.
- OKay and Bio-Planet combined realised a sales growth in the past financial year of 19,3 % and now employ
approximately
1.100
employees.
- In the beginning of 2010, OKay
was nominated ‘Trends Gazelles
Ambassador’ for the fourth time in a
row, as the fastest growing company
in the category ‘Large companies of
Flemish-Brabant’.
Outlook
- We plan to open eight new stores
in 2010/2011. Renovations of existing
stores are also planned for the coming
years. For example, stores in Boutersem,
Affligem and Stekene are being expanded this year from 400 to over 600 m².
- In order to accommodate this growth,
OKay plans to hire 120 to 150 new employees in this fiscal year.
Part 3: activities
3.2.2. Bio-Planet
Positioning
Bio-Planet embodies the sustainable business practices of the Colruyt
Group as no other label. The sustainable retailer brings over 7.300 biological
and ecological products with less of
an environmental impact within everyone’s reach. Ranging from vegetables,
bread and meat to pastas, cheeses
and vegetarian specialties and to supplements and cleaning products and
cosmetics.
Bio-Planet operates in a sustainable
manner and opts for the most environmentally friendly solution wherever practical and economically feasible, such as bio-cotton work clothes,
natural paint and recuperation materials. The architects of the group are
making extensive use of ecological
construction techniques in the future
store in Leuven.
Evolution
- On 31 March 2010, Bio-Planet
had stores in Kortrijk, Gent, Dilbeek,
Turnhout and Mechelen, and since
December 2009 also in Bruges. In
addition, there is also a web shop.
- The Belgian market for bio-food grew
by 15% in 2009, while Bio-Planet realised a turnover increase of 19%.
The Belgian bio-sales increased due to
the larger product range (24% more
products in 2009), more households
that were purchasing bio (+6,9%) and
a higher purchase frequency (+6,4%).
- With nearly 50% market share, the
regular supermarkets remained the
largest sales channel for bio in 2009.
The segment ‘speciality store, health
food store and other’ grew from 25,3%
in 2007 to 30% in 2009, mainly due to
the impulse of Bio-Planet (figures from
VLAM).
Online sales
Customers who do not have a BioPlanet near by, can reserve more
than 3.500 of our products online
and pick up their products in a
Colruyt store of their choice within
four days.
Own brand: Bio-time
Since 2005, the Colruyt Group
offers bio-products under the brand
name Bio-time. The products bear
acknowledged guarantee labels and
make bio accessible for a wider
public with their excellent price /
quality ratio. The product range
includes over 200 products and
continues to grow. Bio-Planet and
the larger Colruyt stores offer the
complete product range. A selection
is also available at the smaller
Colruyt stores, OKay and Spar.
Outlook
- We continue to work hard on
more sustainable solutions for logistics, infrastructure, packaging, etc.
- A new store will be opened
in Leuven at the end of 2010.
- We see a total potential of 20 stores
in Belgium, which we wish to realise in
the coming years.
Bio-Planet sees room for 20 outlets
on the Belgian market.
25
Part 3: activities
3.3. DreamLand, DreamBaby and ColliShop
Overview of significant data on 31.03.2010
(in EUR million)
Revenue (1)
Growth of revenue
Sales surface area
Number of points of sale
Additional sales surface area
Additional sales surface area (%)
Personnel employed
Number of employees (full-time equivalents)
Fiscalyear09/10
196,2
+11,3%
64.821
38
6.475
+11,1%
807
774
Fiscalyear08/09
176,4
+6,2%
58.346
37
6.232
+11,9 %
760
727
(1) Including the revenue of ColliShop and DreamBaby realised by the DreamLand stores
Colruyt, DreamLand and the flag stores.
A strong point is the online baby gift list,
due to the high degree of convenience
for the customer and for the givers.
- Through its catalogue, website and
showroom, ColliShop offers over
15.000 non-food products at the
lowest price, with a focus on cooking,
dining and related textile products.
Three days after ordering, the customer can pick up the goods in a
Colruyt or OKay store. The online gift
lists are also very popular at ColliShop.
Positioning
The DreamLand Group comprises the
DreamLand and DreamBaby stores and
the sales through the catalogue and
through the DreamLand, DreamBaby
and ColliShop websites. All articles can
also be reserved and collected at Colruyt.
- The B2B section of DreamLand,
DreamBaby and ColliShop offers
professional customers an exclusive
B2B range in addition to the standard product range. B2B is strong in
loyalty and incentive programmes for
customers and personnel. Sales and
contribution of the B2B activities are included in the wholesale segment.
Evolution
The DreamLand group realised a
revenue of EUR 196,2 million in the
fiscal year 2009-2010, an increase of
11,3%. The warm, long summer was
positive for the sale of outdoor products (garden, pools, barbecues, etc.)
- The first French DreamLand store in
Leers (September 2009) did well, with a
product range that is distinctive from the
hypermarkets and the speciality stores.
- The DreamLand stores in Tongerlo
and Dilbeek were thoroughly renovated
and expanded. Dilbeek is the largest
store in the country with 2.500 m².
- DreamLand offers a wide range of toys,
books, games, multimedia, school supplies, sports gear, baby articles, garden
products, decorations, etc. About ten
times a year, the stores focus on events
such as Carnival, Easter, Halloween
and Christmas. DreamLand offers
the lowest price guarantee: whoever
has purchased a product and sees it
priced lower elsewhere in the same
period will be paid back the difference.
- The complete baby store DreamBaby
has six flag stores and a separate section
in most of the DreamLand stores. A large
part of the sales are realised through the
catalogue and the website, after which
the reserved items can be collected at
26
DreamLand opened a second
branch in France in June 2010.
Part 3: activities
- All DreamLand points of sale (including Colruyt) were equipped with a new
kiosk with a screen on which the customer can quickly find and reserve products
without the assistance of an employee.
DreamBaby has 6 flag stores and realises a large part of
its revenue through its web shop.
- In less than two years, one million free
Playbeez key hangers were picked up at
the stores. These little figures increase
the customer loyalty and form a recurring element in the communication.
- DreamLand focuses increasingly on
toys, multimedia, school and baby products. The new bookstores now offer a
wide range of (children’s) books, which
increases the educative added value of
the store. For the sake of a more pleasant shopping experience, DreamLand
has stopped selling candy. The share
of computer games in the turnover
remained stable, whereas ‘traditional’
toys grew, with leading brands such as
Lego and Playmobil.
- DreamBaby realised a satisfactory
growth in an aggressive market with
strong price pressure mainly as a result
of the Internet sales.
- Since the beginning of 2009,
ColliShop in Halle has a new 3.000-m²
large showroom where the focus lies
on information, advice and the experience. Customers can see, try out and
reserve 5.000 articles. The showroom
organises approximately twenty animated theme weekends a year with
themes such as sleeping, travelling,
Lego, Disney, etc. There were 70.000
visitors in 2009, 80% more than in
2008.
Outlook
- DreamLand will open new stores in
Diest (April) and Veurne (November)
and in the French Douai (June) in 2010.
- In order to enable further growth,
a new distribution centre (35.000
m²) will be taken into use in Lot in
July 2010, which is 9.000 m² bigger
than the two existing locations.
- As DreamLand intends to focus
more strongly on the target group of
ages 0 to 14, the product range will
be thoroughly reorganised as from
2010. For example, garden furniture
will go to the ColliShop, which in turn
will transfer its toys to DreamLand.
- The group will gradually reduce the
production of paper catalogues and
stimulate internet sales more.
In 2009 the ColliShop showroom
drew 70.000 visitors, which is 80%
more than the year before.
27
Part 3: activities
3.4. Integrated stores in France: Colruyt and Coccinelle
Overview of significant data on 31.12.2009
(in EUR million)
Fiscalyear2009(1)
Revenue (+11,3%)
Sales surface area
Additional sales surface area (+6,44%)
Number of stores
Personnel employed (*)
Number of employees (full-time equivalents) (*)
149,4
42.092 m²
2.545 m²
48
895
661
Fiscalyear2008(1)
134,2 (2)
39.547 m2
3.705 m2
47
793
625
(1) The French companies end their fiscal year on 31 December.
(2) The revenue figures for the comparative period were revised.
Positioning
S.A. Codi-France operates the neighbourhood discount stores Colruyt
and the supermarkets Cocinnelle in
the Northeast of France. The French
Colruyt concept is based on the Belgian
formula and offers, for example, identical house brands such as Bio-time,
Kelvin and Everyday Selection (premier
prix). The own brands Belle France
(over 1000 food products) and Les
Délices de Belle France (regional products) have been developed specifically
for the French market.
In view of the strongly different market
situation, Colruyt profiles itself with
‘Prix-Qualité’. At the same time, the
label guarantees the lowest price for
all national brands and for comparable
products in all Colruyt stores since the
beginning of 2009. This concept is becoming increasingly well known and is
one of Colruyt’s strongest trump cards
together with the premier prix product
range. Finally, the integrated Colruyt
butchers with their exclusive offer of
Charolais beef is very popular with the
French consumer.
At the end of the year, there were 41
Colruyt stores and seven Coccinelle
stores.
Evolution
- The prices on the French retail market
have come under strong pressure in
recent years due to the fierce competition. In addition, revenue was under
pressure in 2009 due to the deflation
as a result of the economic crisis. This
resulted in a negative revenue development of – 0,6% in the retail market
in 2009, whereas the Colruyt stores
grew by over 10% in the same period.
- The Colruyt and Coccinelle stores
combined realised sales of EUR 149,4
million in 2009, compared to EUR
134,2 million in 2008, which represents an increase of 11,3 %.
At the end of 2009, the total sales
surface area of Colruyt amounted to
38.640 m², and that of Coccinelle
amounted to 3.452 m², amounting
to 42.092 m² in total (compared to
39.547 m² at the end of 2008).
- In the course of 2009, one Coccinelle
store was converted into a Colruyt
store and two new Colruyt stores were
opened, including Corbeil-Essonnes,
the first store in the vicinity of Paris.
- On 31 December 2009, Codi-France
employed 1.017 employees (or 764,3
in full-time equivalents), compared to
916 employees at the end of 2008 (or
740,8 in full-time equivalents). 895 of
these employees work for the retail activities (661 in FTE).
Outlook
- Colruyt continues to invest
in
its
lowest
prices
policy.
- Six new Colruyt stores and three DATS
24 stations will be opened in 2010.
- It is the intention to accelerate the development of the store activities in the
In the years to come Colruyt wants
to grow strongly in the regions
Centre and Grand Est.
28
Part 3: activities
3.5.
Subsidiaries
working
mainly for the retail trade in
Belgium
The
company
Davytrans
NV
carries out the transport activities for the Colruyt Group.
The real estate owned by the Colruyt
Group in Belgium is managed by a
number of real estate companies.
- Vlevico NV is responsible for the
meat processing of the fresh meat,
frozen meat and meat products departments of Colruyt and OKay. At the
end of the fiscal year, Vlevico employed
680 employees.
Waldico NV operates the distribution
centre in Ghislenghien. Goods are
stocked and distributed there and the
production units (for wine bottling,
coffee roasting and rice packaging) and
the installations for empty containers
coming years in the regions Centre and
Grand Est (from Lorraine to Lyon).
and the rinsing installations for reusable wine bottles are located there.
Waldico employed 742 employees at
the end of the fiscal year.
The other subsidiaries are companies
that were acquired from third parties
in the course of previous years and
that are directly connected to the retail
trade; this mostly concerns the acquisition of existing stores.
Web shops of the Colruyt Group
ColliShop
15.000 non-food products at
the lowest price, delivered three
days after ordering in a Colruyt
or OKay store. The online
wedding lists are very popular.
www.collishop.be
DreamBaby
1.600 products for babies and
young parents, delivered within
five days at Colruyt, DreamLand
or DreamBaby stores. The online
baby gift lists are very popular.
www.dreambaby.be
Bio-Planet
3.500 biological and ecological
products,
delivered
in
a
Colruyt
store
within
four
workdays
after
ordering.
www.bioplanet.be
Exclusive wines (Colruyt)
More than 1.000 wines in
addition to the product range in
the store, delivered within three
working days in a Colruyt store.
wijn.colruyt.be
Collivery
A wide selection of retail
products and a range of
wholesale products. Collivery
delivers on location directly to
companies, clubs, professional
kitchens, schools, hospitals, etc.
www.collivery.be
Fuji Photo Service (Colruyt)
Fuji prints digital photographs
on many different carriers:
albums,
canvas,
greetings
cards, mouse mats, T-shirts...
To be picked up in a Colruyt
store selected by the customer.
colruyt.fujiprint.be
Collect&Go (Colruyt)
The complete range of food
products
(including
fresh
produce, meat and frozen
products) and a selection of
Colruyt non-food products. Order
online and pick up the items at
more than 100 Colruyt stores.
www.collectandgo.be
Butcher (Colruyt)
After reserving online, the customer
can pick up his meat order as from
the next day at the store butcher. A
popular site during holiday periods.
beenhouwerij.colruyt.be
Colruyt B2B
Combines
all
services
for
professionals: Collivery, the Colruyt
debit card, the wholesale rate,
ColliShop B2B and DATS 24.
www.colruyt.be > b2b
29
Part 3: activities
4. Wholesale activities
4.1. Wholesale in Belgium
Overview of significant data on 31.03.2010
(in EUR million)
Fiscalyear09/10
Revenue (+4,6%)
Personnel employed (1)
Number of employees (full-time equivalents) (1)
610,2
951
921
Fiscalyear08/09
583,5
946
925
(1) Excluding temporary employment contracts
The wholesale activities in Belgium
are carried out by Spar Retail NV (deliveries to independent storekeepers),
Collivery NV and Foodinvest NV (foodservice, home delivery and export) and
Alvocol NV (deliveries to independent
storekeepers).
or lower prices than the main competitors. Spar Retail bears these investments and currently offers its independent storekeepers the best margin.
This gives the storekeepers the opportunity to further develop their stores.
- Spar Retail further elaborated its
mission:
4.1.1. Spar Retail
Professional and dedicated guiding
of our partners in retail towards
sustainable growth and success.
Positioning
As the most important Belgian licence
holder of the Spar formula (*), Spar
Retail supplies independent Spar
Express, Spar and Eurospar stores
since 2003. The head office in Ternat
and the distribution centre in Heistop-den-Berg provide purchasing, logistics, marketing, training, communication and technical support services.
Spar Retail aims to be the best franchise partner in all areas in the country
for its independent storekeepers.
The store portfolio comprises the city
stores Spar Express and the larger Spar
stores (300 to 700 m²) and Eurospar
(at least 700 m²). They capitalise on
the need for a local store that offers
quality in fresh products, personal
contact and a high service level. This
accessible store is part of the neighbourhood and has a low threshold
in price, image and convenience of
shopping. Professional and dedicated
storekeepers add their own touch that
makes their store unique.
Evolution
- In the past year, the store portfolio was
further streamlined. Twenty stores with
30
Spar Retail offers franchisees
the best margin.
too little potential were closed or were
only supplied as unaffiliated stores, nine
stores were refurnished and seven new
stores were opened. At the end of the
fiscal year, there were 265 Spar formula
points of sale (including one Spar
Express), which is 13 less than last year.
- As was the case in previous years,
the net sales surface area decreased
slightly from 120.499 to 120.085 m².
With fewer stores, the Spar formula
is nevertheless gradually increasing
its market share, turnover per square
meter and profitability. In addition,
these positive developments accelerated considerably in the past year.
- Spar Retail has increased the visibility of its stores and invested strongly
in price in the past three years. As a
result, the stores can offer comparable
At the same time, we examine together
in working groups how our partners can
offer their customers the highest possible added value. It is worth noting that
the storekeepers / partners themselves
have the largest say, so that they also
effectively support the commitments
that have been entered into.
Outlook
- The store portfolio has been improved considerably in 2010 with
the opening of 10 new stores and
the renovation of 18 existing stores
- A new distribution centre is
being
looked
for
intensively.
- Spar Retail continues to invest in good
quality growth: sustainable partnerships with independent storekeepers.
(*) Spar worldwide
Spar is the largest retail organisation in
the world with 12.680 (independent)
stores in 33 countries. There is also a
second licence holder in Belgium: Spar
Lambrechts, with 60 Spar stores. They
follow their own course, independent
of Spar Retail’s course.
Part 3: activities
4.1.2. Collivery
UW BOODSCHAPPEN THUIS
Positioning
Collivery delivers
retail THUIS
products from
UW BOODSCHAPPEN
the product range of the Colruyt Group
and wholesale products directly to
(mainly professional) customers. There
or without a maintenance contract,
with or without coffee, milk, sugar, etc.
- Furthermore, Collivery also sees a lot
of potential in events (of companies,
clubs, institutions) and in youth and
sport camps, where delivery on location
can provide considerable added value.
- Retail customers are welcome, although with a number of limitations
in the manner of ordering, the product
range and minimum quantities.
VOS COURSES A DOMICILE
Outlook
- Collivery, Enco and Foodinvest will
further integrate their resources, personnel and knowhow and will focus on
two group activities. On the one hand,
the delivery of mainly retail products to
various target groups (retail customers,
B2B, export) and, on the other hand,
foodservice (for professional kitchens
and export). This business requires a different approach due to the tight deadlines and the specific product range.
- Collivery is examining possible commercial synergies (purchasing, sales)
with Pro à Pro Distribution, the wholesale division of Colruyt France for both
retail deliveries and foodservice.
VOS COURSES A DOMICILE
Collivery grew stronger by the acquisition of Foodinvest, the third largest
player on the Belgian food service
market.
is an online and a paper catalogue, but
Collivery strongly stimulates the use
of the internet to reserve products.
The Colex division (Colruyt Export)
makes deliveries on various continents
by container or airplane and provides
a total service package, including
customs formalities and permits.
Evolution
- Collivery continues to deliver retail
products such as beverages, candy
and office supplies to B2B customers
such as schools, retirement homes and
company cafeterias. In addition, total
concepts are offered such as coffee
machines, purchased or leased, with
products mainly to professional kitchens in Belgium. Foodinvest has a diversified customer portfolio and a lot of experience, also with exclusive products.
- As a result of these acquisitions,
Collivery, Enco and Foodinvest offer
their customers a much wider range
of products and services, including a
strong selection of fresh meat products
specifically for professional kitchens.
- As an exporter, Collivery continues to
focus on the delivery of retail products
to retailers, wholesalers and supermarkets in Africa. In addition, it is the
intention to develop more foodservice
activities, also on other continents.
- Collivery’s foodservice only targets professional (industrial) kitchens with a specific professional kitchen product range.
- The activities of Enco Catering
Services NV, which was acquired at the
end of 2007, were fully integrated in
April 2009. Enco has been a producer
and wholesale distributor of poultry
products but also of cold cuts, game
and vegetarian products since 1985.
- The Foodinvest Group was acquired
in April 2010. With an annual revenue
of EUR 45 million, it is the third
largest player on the Belgian foodservice market. This strategically located
company distributes fresh, dry and deep
freeze food products and non-food
4.1.3. Alvo
The Colruyt Group has been collaborating successfully with Alvo, a Belgian
purchasing group of independent
supermarkets, since 2003. The joint
company Alvocol NV is active in purchasing, delivery and logistics. The approximately 67 affiliated companies are
supplied from the Alvocol distribution
centre in Bornem and the Spar distribution centre in Heist-op-den-Berg.
31
Part 3: activities
4.2. Wholesale in France
Overview of significant data on 31.12.2009
(in EUR million)
Fiscalyear2009(1)
Revenue (+22,2%)
Personnel employed
Number of employees (full-time equivalents)
586,7
1.620
1.588
Fiscalyearr2008(1)
480,0 (2)
1.370
1.345
(1) The French companies end their fiscal year on 31 December. (2) The revenue figures for the comparative period were revised.
The holding company SA Colruyt
France is active in wholesale in two
areas: on the one hand, deliveries to independent stores through Codi-France
and, on the other hand, foodservice
(which is referred to as restauration
hors domicile or RHD), through Pro à
Pro Distribution.
4.2.1. Codi-France – deliveries
to affiliated stores
The affiliated stores under the labels
Coccinelle (7), CocciMarket (74)
and Panier Sympa (114) are classified
among the independent stores. They
purchase goods and receive support
for pricing, marketing, communication
and such. On the other hand, there
are about one thousand independent stores without a label that we only
supply. The independent customers
are supplied from Châteauneuf-surLoire and Rochefort-sur-Nenon (Dôle).
The segment affiliated stores experienced fierce competition and price
pressure in 2009.
4.2.2. Pro à Pro Distribution foodservice (RHD)
Pro à Pro Distribution (PAPD) provides foodservice for hotel and catering
companies
(restauration
Coccinelle, CocciMarket and Panier
Sympa are run by independent
entrepreneurs.
32
commerciale) and to large-scale consumers such as hospitals, schools,
barracks and company cafeterias (restauration sociale) throughout France.
PAPD is also active in foodservice overseas, with branches in Guadeloupe,
Martinique, Ile de la Réunion and
Guyana. Within foodservice, there is
also a cash & carry activity under the
name Codi-Cash, with 14 self-service
stores for B2B customers. The total
sales surface area amounted to 16.208
m² on 31 December 2009.
Evolution
- Food service sales rose strongly in 2009 by more than
20% in a stagnating market.
- On 30 April 2009, Colruyt France
acquired 97,08% of the shares of
the purchasing consortium for fresh
products Unifrais. Colruyt France also
acquired four companies specialised in fresh products: RHC (Rungis),
Sodifrais (Illkirch, Vatimont), Garnaud
(Angoulême) and Pictafrais (Poitiers).
- Through a buy-and-build strategy, the
group acquired 15 family-owned distribution companies in recent years. As a
result, food service has a strong logistic
network that ensures national cover in
fresh and dry foods.
Outlook
- In order to increase the purchasing volume, the purchasing group
Unifrais will attract new members.
- In 2010, food service will continue to work on the integration of
the companies acquired in 2009.
- Food service is working on synergy
in the commercial activities (purchasing – sales), together with ColliveryFoodinvest, the Belgian foodservice
branch of the Colruyt Group.
Part 3: activities
5. Other activities
5.1. DATS 24
Overview of Significant Data on 31.03.2010
(in EUR million)
Revenue (+0,1%)
Number of petrol stations in Belgium
Number of petrol stations in France
Personnel employed (*)
Number of employees (full-time equivalents) (*)
Fiscalyear09/10
373,3
80
21
34 (2)
31 (3)
Fiscalyear08/09
372,8 (1)
74
21
31(2)
30 (3)
(1) The revenue figures for the comparative period were revised.
(2) of which five in France for 2009/2010 (three in 2008/2009)
(3) of which three in France for 2009/2010 as for 2008/2009
Positioning
Since 1972, DATS 24 (Discount
Automatic Tanking Service) offers
quality fuels of the large petroleum
suppliers at the lowest prices in the
surrounding area. It is possible to pay
for petrol with ordinary bankcards and
with the DATS 24 petrol card. In the
last case, all petrol consumed is specified on a monthly invoice that is then
settled. B2B customers can opt for
either detailed invoices per vehicle or
one total invoice and they can monitor
the fuel consumption per vehicle and
per driver. DATS 24 also has 21 stations in France.
Evolution
- The number of litres sold increased
in the past year by 11,7% in a contracting market, while the revenue
stabilised in the same period. This
was due to a strong drop in oil prices.
- Six new stations were opened in
the past year and 14 stations were
enlarged or modernised. The station
in Doornik was moved to a different location, in order to make both
the Colruyt car park and the station
more spacious and accessible.
- The business processes were
further computerised, so that less
time can be spent on administration and more time can be spent
DATS 24 wants to be the first to offer natural gas in its petrol stations.
on service. We are thus able to
resolve disruptions more quickly and
process new card applications faster.
- Customers could already opt for
an electronic invoice, which remains
available online for 18 months and
which can be settled using home
banking. In addition, DATS 24 now
also makes a pre-programmed
electronic transfer available. This
saves time for the customer and
saves us paper and postage costs.
- As an environmentally conscious
fuel supplier, DATS 24 is working on
a CNG (compressed natural gas) pilot
project. This is currently the most sustainable fossil fuel, with lower CO2
emissions, 95% less fine dust (PM)
and NOx, elimination of carcinogenic
substances, 58% less sulphur and
considerably less noise pollution than
the traditional fuels. We provided a
slow-filling CNG pump to the group’s
technical service, where now already
two CNG company vehicles can fill
their tanks.
Outlook
- DATS 24 continues to invest in the expansion and modernisation of the stations and in new stations, near to stores
of the group and increasingly also standalone. We expect that there will be in
total 85 stations by the end of 2010,
of which 25 in stand-alone locations.
- If all formalities proceed smoothly, a
CNG filing station will be opened in
the Antwerp port at the end of 2010,
intended for retail customers and port
companies. We expect to have obtained
the permits to equip the filling stations
of Halle, Ninove and Anderlecht with a
CNG pump. It will then also become
interesting for the Colruyt Group to
have company cars running on CNG.
- In order to make up the difference
with our neighbouring countries, DATS
24 has requested the government to
provide project subsidies for filling
station infrastructure and fiscal compensations for the extra cost of vehicles
with CNG installations.
33
Part 3: activities
Druco and Mitto want to become
the market leader in highly customised mailings and advanced
document management.
5.2. Druco-Mitto
Druco was originally Colruyt Group’s
in-house printing division. Druco has
now grown into a major player in the
Belgian printing market. 70% of the
revenue is from clients within the
group and 30% is from clients in the
Benelux, France and Germany. Druco
specialises in graphical communication
from A to Z: design, layout, offset and
digital printing, finishing, mailing, stocking and order picking.
Mitto was established in 2004 and is
specialised in one-to-one mailing services and document management. This
includes the management of incoming,
outgoing and internal document flows,
both physical and electronic.
Evolution
- Druco and Mitto have started to
work together more intensively in
the past year. The Colruyt Group has
held a 30% participation in Mitto
since 2008 and acquired 85% of the
shares on 1 April 2009. Mitto was fully
34
incorporated into the group in March 2010.
- The activities of Druco and Mitto
complement each other perfectly
and offer the potential to become
the market leader in digital full-colour
personalisation of all sorts of mailings
and documents. At the same time,
the company wishes to continue to
be leading in luxurious printing such as
catalogues, brochures and magazines.
- It is the intention that the Druco-Mitto
duo will continue to develop in the short
term into a one-stop-shop for printing
and document management solutions.
- In order to achieve this goal, Druco
invested EUR three million in the past
year, among others, in a digital inkjet
printer and technically highly advanced finishing line. This will initially
be used for the production of the biweekly Colruyt coupon booklet, which
is scheduled to appear at the end of
2010 in 1,6 million unique copies,
tailored to the individual customer’s
purchasing behaviour. This high frequency and large-scale one-to-one
communication received a lot of media
attention and is viewed as a strong
case in the market. The company will
make use of the technology and the
experience that it has gained to offer
this service to external customers.
- 2009 was a difficult year for the
graphical industry in general, with
considerable price pressure, reorganisations and bankruptcies. In 2009/2010,
Druco and Mitto combined realised
an external sales increase of 17%
compared to the previous fiscal year.
However, this increase can be fully attributed to the fact that Mitto has been
fully consolidated in the past fiscal year.
Outlook
Druco and Mitto intend to further integrate their competencies with the
group services microfilm / scanning,
repro and mailing in 2010, in order to
be able to realise a strong growth as
a full-service company, both among
internal and external customers. This
new combination with over 270 employees will be given a new company
name and will centralise all of its services in 2011 in two locations in Halle
and Sint-Pieters-Leeuw.
5.3. Intrion
Positioning
Intrion industrial automation is specialised in the automation of the production process (end of line automation)
Part 3: activities
and logistics (automated material
handling systems). Intrion designs and
builds production and packaging lines,
assembly lines, sorting and transport
installations. The company has many
years of experience in the automatic
recognition, inspection, picking, packaging, identifying and palletizing of
products and in the automated transport, storage, order collecting and
sorting of goods.
In addition, intiron has also developed a
specialisation in the automation of the
flow of goods for parcel services and
air transport companies. Intrion integrates existing technology with its own
products and develops intelligent and
efficient steering and control systems
based on PLCs (Programmable Logic
Controllers) and PCs. After installation,
the company also provides support
and maintenance 24 hours a day and
seven days a week.
In addition to the knowledge centre
with 120 engineers in Huizingen near
Brussels, Intrion has satellite offices
in Hillegom (NL), Bedford (UK) and
Roissy-CDG (F) for local support. The
company realises its revenue almost
completely (85%) outside of the
Colruyt Group and works for customers
in Belgium, the neighbouring countries,
Italy, Spain, Sweden, Poland and the
Czech Republic. Distribution centres,
automobile companies, courier services, mail companies, pharmaceutical companies and companies active
in lighting, electronics, cosmetics and
food are among intrion's customers.
airports of Paris-CDG and Köln, which
resulted in a 16% increase in revenue.
In 2010, projects will also be carried out
on the African continent.
building in Belgium, Colruyt Hasselt
was equipped with third-generation
solar cells. At the end of the fiscal year,
16 stores were equipped with solar
energy installations.
5.4. Renewable energy
5.4.1. WE-Power
WE-Power groups all renewable energy
projects of the group. The aim is to
generate the required electricity ourselves from renewable energy sources
by the end of 2011.
Evolution
- In the industrial zone Ieper Canal in
Ieper, we invested EUR 4,9 million in
two wind turbines of our own that generate electricity for 2.140 households
- We acquired a participation of
26,9% in Belwind, a wind park with
55 turbines, 46 kilometres before
the coast of Zeebrugge. Belwind will
become operational in the beginning
of 2011 and will generate electricity for 175.000 Belgian households.
- We continue to invest in solar energy
in new construction and renovation
projects. The solar energy installation was expanded in the distribution
centre in Halle from 8.000 to 13.000
m², while the new distribution centre
in Lot was equipped with 45.000 m²
of solar cells. As the first commercial
Outlook
- The Colruyt Group participates in the
company Eldepasco NV that is planning
to build a wind park in the North Sea that
can supply 200.000 households (2013).
- We aim to invest in nine wind turbines in the future industrial estate of
Ath-Lessines (2011) together with the
inter-communal organisation Ideta.
- The group no longer wishes to outsource the biomethanation of organic
waste and therefore it plans to build
its own installation in the beginning of
2011.
5.4.2. Fraxicor
In 2009, the Colruyt Group acquired
100% of the shares of Fraxicor, a
company in Lot that generates green
electricity from unusable animal fats.
The installation can generate electricity equal to the consumption of 41.000
households and it should be operational in 2011.
Evolution
In the fiscal year 2009-2010, important projects were completed in the
Benelux but also in the UK and at the
The Colruyt Group took a participation
of 26,9 % in Belwind. The wind farm
with 55 turbines must be operational by
the end of 2010.
35
Part 3: activities
6. Corporate activities:
Colruyt Group Services
Since 2008, Colruyt Group Services NV
(CGS) groups all the departments that
provide services to the various labels
of the Colruyt Group. Their mission
consists of providing customised services in a professional, cost conscious
and customer-friendly manner to the
various internal customers within the
group. CGS comprises, among others,
the services work simplification and
system development, central administration, finance and accounting, environment and government relations, information technology, communication
and personnel. The insurance activities are carried out by our Luxemburg
re-insurance
captive
Locré
SA.
CGS employed 1.905 employees on
31 March 2010. A number of departments in detail:
6.1. Information technology
This department supplies all services in
connection with information and communication technology. The department carries out both the project work
and the operational management of
the IT infrastructure.
Project work
Project work is the development
and implementation of new solutions to support the group and
the various labels in their growth
and in realising their ambitions.
The following projects were also completed during the past fiscal year: a new
platform for product management, the
first phase of a new order system, an
EDI platform (standard for electronic
exchange of documents), a total
new website for ColliShop, new hardware and applications for the Colruyt
butchers and a solution for producing the personalised Colruyt mailings.
In the coming fiscal year, we will continue to work on the strategic assignment
‘Boost-IT’, to create a better performing and more cost efficient group-wide
information platform for all companies
of the group.
Operational
We focus on availability, performance
and continuity in the operational management of the IT infrastructure. At
the same time, we continue to focus
on lowering the operational costs and
the ecological aspects. This is why we
optimise the IT management processes and make use of new technology
that is more economical and results
in lower CO2 emissions. For instance,
we are making more and more use of
virtual servers and we combine several
physical servers in one unit.
The IT department in Belgium employed 571 employees on 31 March
2010. In addition, 180 IT specialists
work in our office in India (Hyderabad)
and we continue to work together
closely with our Indian IT partner TCS.
In order to continue to grow, we are
building our own office building in
Haasrode (as the replacement of the
office in Kessel-Lo) and in Hyderabad.
6.2. Communication
As the internal marketing and communications agency for the group,
Premedia produces promotion leaflets,
brochures, reports, internal communication, etc. for all of the labels. The
agency employs 270 employees and
is responsible for text, design, photos,
videos, web, data management, etc.
6.3. Personnel
For reasons of efficiency, speed and
cost savings, the Colruyt Group continues to handle a great deal of its personnel business in house.
A sixty-strong team in the Social
Relations & Administration department
handles the entire salary processing for
over 20.000 employees in Belgium.
The department also houses facility management, prevention and the
medical service.
The internal communication office
has a state-of-the-art photo and
video studio at its disposal.
36
Approximately 100 employees within
the Personnel & Organisation department are responsible for personnel
matters, selection and education &
training. In 2009 the education and
training department organised over
3.000 education and training days just
in Belgium. The recruitment and selection department processed around
105.000 CVs and letters, conducted
15.000 interviews and hired 3.200
employees. 3.000 new recruitments
are planned again in 2010.
4
1. BOARD OF DIRECTORS
1.1. Composition
Representatives of the Principal
Shareholders, Executive Directors:
Jef COLRUYT Director-Chairman (2010)
Part 4:
Management, Supervision and Directorate
Messrs Jef Colruyt, Frans Colruyt, Piet
Colruyt, Willy Delvaux and François
Gillet also have other directorships in
addition to those in the companies
connected to the Colruyt Group.
(1) Members of the Audit Committee
Reappointment of auditor
The mandate of the auditor
CVBA KLYNVELD PEAT MARWICK
GOERDELER Company auditors, represented by Erik HELSEN [00659],
expires after the General Assembly of
2010.
(20..) Year of the end of the mandate
Frans COLRUYT Director (2013)
Representatives of the Principal
Shareholders, Non-Executive
Directors:
- François GILLET. Director (2012),
Director of Sofina SA (1)
- ANIMA NV. Director (2012) for which
the following person acts as the permanent representative: Jef Colruyt
- HERBECO NV. Director (2013) for which
the following pe
rson acts as the permanent representative: Piet Colruyt (1)
- FARIK NV. Director (2013) for which
the following person acts as the permanent representative: Frans Colruyt
Independent Director
DELVAUX TRANSFER BVBA. Director,
for which the following person acts as
the permanent representative: Willy
Delvaux (2011) (1)
Secretary
Jean de LEU de CECIL Secretary
Auditor
CVBA KLYNVELD PEAT MARWICK
GOERDELER – Company auditors
represented by Erik HELSEN [00659]
(2010).
The Board of Directors proposes that
the auditor CVBA KLYNVELD PEAT
MARWICK GOERDELER Company auditors, represented by Ludo RUYSEN
[00949], be reappointed for a period
of three years, therefore until after the
General Assembly of 2013.
1.2. Mandates
Appointment and reappointment of
directors
The Board of Directors proposes the
appointment of Mr Wim Colruyt as a
director. The Board of Directors proposes that Mr Wim Colruyt be granted
a mandate for four years, which will
expire after the General Assembly of
2014.
Honorary Director
Leo
DESCHUYTENEER
Director
Honorary
The mandate granted to Mr Jef
COLRUYT as director expires after the
General Assembly of 15 September
2010. He is eligible for re-appointment
and he is available again as a candidate.
The Board of Directors proposes
that he be granted a new four-year
mandate, which will then expire after
the General Assembly of 2014.
37
Part 4: Management, Supervision and Directorate
2. DIRECTORATE
2.1. Colruyt Group Directorate
2.2.3. SPAR
Jef COLRUYT
Director-Chairman
Frans COLRUYT
Luc ROGGE
General Manager of Colruyt, OKay and
Jean-François STEVENS
Sales Manager
Bio-Planet
Eric PAPPAERT
Logistics Manager
Dries COLPAERT
General Manager Colruyt France
Jan PELGRIMS
Purchasing Manager
Johan GEEROMS
General Manager DreamLand, DreamBaby
and ColliShop
2.2.4. Colruyt, OKay en Bio-Planet
Frans COLRUYT
General Manager Spar
Luc ROGGE
Wim BIESEMANS
Chief Financial Officer Colruyt Group
Jean-Pierre ROELANDS
Koen DEMAESSCHALCK
Human Resources and Organisation Manager
André VANDENBOSSCHE
Tony VERLINDEN
Social Relations and Administration Manager
Christophe
Jean de LEU de CECIL
Secretary
DEHANDSCHUTTER
Claude ROMAIN
2.2. Future Board
Jef COLRUYT
Marc VANDEVELDE
Director-Chairman
2.2.1. Corporate Services, Druco/
Mitto and DATS 24
General Manager Spar
General Manager Colruyt, OKay and Bio-Planet
Commercial Manager Colruyt
Sales Manager Meat and Vlevico
Sales Manager Non-food
Sales Manager Colruyt
Sales Manager
Rudi DEWULF
Sales Manager
Bart DE SCHUTTER
Sales Manager
Christian BOURG
Sales Manager
Chris VAN WETTERE
Commercial Manager OKay and Bio-Planet
Martine PAUWELS
Logistics and Production Departments
Wim BIESEMANS
Chief Financial Officer Colruyt Group
Koen DEMAESSCHALCK
Human Resources and Organisation Manager
Tony VERLINDEN
Social Relations and Administration Manager
Dirk DEPOORTER
Purchasing Manager
Peter VANBELLINGEN
Manager IT Department
Koen BAETENS
Manager Construction and Technology
Filip VAN LANDEGHEM
Manager Prospecting,
Philip D’HOOGE
Real Estate and DATS 24
2.2.5. Colruyt France
Manager Druco / Mitto
Dries COLPAERT
2.2.2. DreamLand and ColliShop
Johan GEEROMS
General Manager DreamLand, DreamBaby
and ColliShop
Dirk BERTELOOT
Sales Manager DreamLand
André CERON
Manager DreamLand Logistics and
Administrative Services
Karel MATTHIJS
Manager
Manager ColliShop and DreamBaby
General Manager
Laurent FRANSIOLI
Finance and Administration Manager
Johan VAN DEN BOSSCHE
Operations Manager GMS (1)
Gilles POINSOT
Integrated Stores Manager GMS (1)
Nathalie AMICE
Affiliated Stores Manager GMS (1)
Pascal DUBOIS
Operational Manager RHD (2)
Jean-Claude LEROY
Purchasing Manager RHD (2)
Claude COCHET
Exports Manager DomTom
(1) GMS : Grandes et Moyennes Surfaces
(2) RHD : Restauration Hors Domicile
2.2.6. Changes in the Future Board
Jan PRINSEN (Fresh Products Sales Manager) and Eric VAN HUYCHEM (Manager Druco and Premedia) took (early) retirement in
the course of the reporting period 2009/2010. We wish to thank them for the long-standing collaboration and their contribution to
the company and their achievements in the service of the Colruyt Group.
Louis CHABERT will carry out a number of specific assignments within Purchasing before ending his career.
Philip CATTRYSSE assumed the role of Division Manager IT India and corporate IT services in the course of the reporting period
2009/2010.
38
5
1. Charter
The act of April 6, 2010 to strengthen good governance within stocklisted companies was published in
the Belgian Official Gazette on April
23, 2010. Most of the new obligations stipulated in the act will apply as
from the fiscal year 2011/2012. This
mainly concerns the appointment of
a Remuneration Committee within the
Board of Directors and the provisions
regarding the remuneration of the
senior management.
The Board of Directors has decided
to adopt the Belgian Corporate
Governance Code 2009 as reference
for good / sustainable governance
within the Colruyt Group as from the
publication of the act. Insofar as necessary, our charter will be brought into
line with this Code as from the next
fiscal year.
1.1. General Assemblies
The annual General Assembly of
Shareholders takes place on the third
Wednesday of the month of September
at 16.00 at the company headquarters.
If that day is a holiday, the assembly
will be held on the first business day
thereafter.
All General Assemblies are called in accordance with the law.
Part 5:
Sustainable Corporate
Governance
The Board of Directors and the Auditor
may call the General Assembly and determine the agenda.
1.2. Board of Directors
The General Assembly must also be
called within one month of an appeal
or written request from shareholders representing jointly 1/5th of the
company capital.
The composition of the Board of
Directors is the result of the structure of
share ownership in the company where
family shareholders, with the support of
Sofina NV, are reference shareholders.
As in the past, the family shareholders
ensure the stability and continuity of
the company and in this manner, they
promote the interests of all shareholders. They choose to propose the role of
directors to a limited group of representatives with diverse backgrounds, wide
experience and thorough knowledge of
the company. The directors form a small
team with the necessary flexibility and
efficiency to be able to adapt to market
events and opportunities.
Each share entitles the holder to one
vote. In order to attend the assembly,
each owner of bearer shares must
make a deposition to that effect by no
later than three full days prior to the
appointed date of the assembly at the
company headquarters or in the establishments indicated in the summons
letter. Said owner must present the
proof of deposition of his/her shares
prior to the opening of the meeting.
The owners of dematerialised shares
must submit a certificate of an acknowledge accountholder at the same time
from which the unavailability of the dematerialised shares is apparent up to
the date of the General Assembly.
Shareholders shall vote in person or
through a proxy. Each proxy must meet
the conditions to gain access to the
assembly.
The General Assembly may not deliberate on matters that are not announced
on the agenda.
1.2.1. Composition
There are no statutory rules for the
appointment of the directors and the
renewal of their mandates. The Board of
Directors has decided to propose candidates for possibly renewable terms of
no more than four years.
The General Assembly of Shareholders
has the exclusive right to appoint (and if
necessary to dismiss) the directors.
At this time, the Board of Directors is
composed of two executive directors
and five non-executive directors, one of
which is an independent director.
39
Part 5: Sustainable Corporate Governance
The Board of Directors is of the opinion
that an increase in the number of
members must be associated with a
significant improvement for the general
management of the Colruyt Group.
In line with the Colruyt Group’s longstanding tradition, Mr Jef Colruyt is currently the Chairman of the Board of
Directors and Chairman of the Colruyt
Group Directorate and the Future
Board. This deviation from the recommendations of the Belgian Corporate
Governance Code for companies
quoted on the stock exchange is justified in light of the Colruyt Group’s
history and the reference shareholders’
wish to entrust one of them with the
leadership of the Group Directorate.
1.2.2. Functioning of the Board of
Directors
The Board of Directors meets every
quarter in accordance with a previously
determined schedule. The meetings
are always held during the second half
of the months September, November,
March and June.
When necessary, interim meetings
are held to discuss specific subjects
or to make decisions within specific
timeframes.
The decisions of the Board of Directors
are only valid if at least half of the
members of the Board are present or
represented. All decisions of the Board
of Directors are made by an absolute
majority of votes. In the event of a tie,
the Chairman’s vote is decisive.
During the quarterly meetings of
the Board of Directors, ideas are exchanged and decisions are made on
general strategic, cultural, economic,
commercial, financial and accounting issues affecting the companies in
the Colruyt Group. This takes place
based on a dossier, which, in addition
to consolidation information about the
Colruyt Group, also contains detailed
information on each of the sectors
in the Colruyt Group and its various
companies.
Fixed items on the agenda include
financial results, financial prospects,
investment prospects and activities
reports per sector in the Colruyt Group.
The directors receive their dossier at
least five days prior to the meeting.
1.2.3. Committees within the
Board of Directors
In view of the small number of
members of the Board of Directors,
there is no Appointment Committee
and no Remuneration Committee at
present.
Decisions regarding the remuneration
of directors, the remuneration of the
Chairman of the Group Directorate and
the basic principles underlying the remuneration of the Group Directorate
are still made by the Board of Directors
as a whole.
The Chairman of the Group Directorate
is responsible for the implementation
of these basic principles and of the individual remuneration of the members
of the Group Directorate and the
Future Board.
The group holds decades of
expertise in producing, processing
and packing meat, cheese, coffee,
wine, etc.
40
The provisions of the act of April 6,
2010 for the strengthening of good
governance within stock-listed companies regarding the remuneration committee, remuneration report and remuneration policy will be applied for the
first time in the fiscal year 2011/2012.
Part 5: Sustainable Corporate Governance
Directors and at least 90% is reserved
for shareholders.
1.3. Day-to-Day Management
Under the Chairmanship of Mr Jef
Colruyt, the Colruyt Group Directorate
is composed of the managers of the
various sectors in the Group and the
Chief Financial Officer and the two
Personnel Managers of the Group.
The Colruyt Group Directorate determines the general strategy and policy
options at the group level and ensures
coordination between the various
sectors of the Group.
The Future Board is composed of all
managers of the Colruyt Group. The
Future Board defines the common objectives for each of the sectors in the
Colruyt Group.
The Future Board also devotes special
attention to the development and longterm strategy of the Colruyt Group,
making proposals in this area to the
Board of Directors who takes the final
decisions.
Postal delivery. Traditionally employees are thoroughly informed
through a wide variety of communication channels.
The Board of Directors appointed an
Audit Committee composed of the
independent director and a number
of non-executive directors. This committee works together with the Group
Directorate and the Auditor.
The Audit Committee has drafted an
internal code. This code is published
on our website at www.colruyt.be/financial info.
The members of the Audit Committee
receive no special remuneration as
members of this committee.
These meetings are scheduled at fixed
times, respectively every four and eight
weeks and are chaired by Jef Colruyt,
Chairman of the Board of Directors.
advances to Directors. The Directors do
not receive bonuses or share-related
incentive programmes or advantages in
kind or advantages related to a pension
plan.
In their capacity as Directors, the
Executive Directors receive the same
remuneration components and advantages as the Acting Management of the
Colruyt Group.
The compensations of the Directors
(individual) and of the members of the
Group Directorate (collective) are published below on page 43.
1.2.4. Remuneration
There is no protocol regarding exercising the position of Director. It is
not common policy to grant loans or
Pursuant to the statutory provisions, no
more than 10% of distributable profits
(excluding the profit participation of
the employees) is reserved for the
There are also biweekly/monthly meetings under the chairmanship of the
general managers, with the managers
of the various sectors. Those meetings
are devoted to the concrete implementation of the policy options chosen.
The day-to-day management of the
company is shared by the general
managers for commercial, organisational and personnel matters and the
Chief Financial Officer for financial and
accounting matters.
Each manager appointed as a member
of the Future Board has the obligation, within their individual department, to ensure compliance with all
legal, regulatory, organic and conventional provisions and is responsible in the event of a breach thereof.
41
Part 5: Sustainable Corporate Governance
Thanks to advanced waste prevention and maximum recycling
the amount of waste increases less
rapidly than our turnover.
With the exception of Jef Colruyt, the
members of the Group Directorate are
bound to their employer by an employment contract.
1.4. Profit Appropriation
Dividend Policy
–
The General Assembly may, at the proposal of the Board of Directors, decide
to fully or partially allocate distributable
profits to a free reserve or to carry them
over to the following fiscal year.
The Board of Directors strives to at
least increase the annual dividend per
share in proportion with the increase
in Group profits. Though this is not a
set rule, at least 1/3rd of the Group’s
economic profits are paid out annually
in the form of dividends and bonuses.
Pursuant to the statutory provisions, at
least 90% of distributable profits (excluding the profit participation of the
employees) is reserved for the shareholders and no more than 10% is reserved for the Directors.
1.5. Shareholders / Shares
1.5.1. Transparency Notification
Each shareholder holding at least 5% of
the voting rights must comply with the
act of May 2, 2007 on the disclosure
42
of significant participations, the Royal
Decree of February 14, 2008 and the
Code of Companies.
The statutory thresholds per bracket
of 5 % apply. Those concerned must
send a notification to the Banking,
Finance and Insurance Commission
and to the company.
The most recent transparency notification is published in the company’s
annual report and on the website at
www.colruyt.be/financial info.
The most recent transparency notification shows the existence of a reference
shareholder group in the share ownership structure. The Colruyt family and
the Sofina Group are shareholders who
act by mutual agreement.
These shareholders have also reported
that they held more than 30% of the
shares issued with voting rights, pursuant to the act of April 1, 2007 on public
offerings.
1.5.2. Insider knowledge
Those persons with access to insider
knowledge in the company and the directors are regularly reminded in writing
of the related legal and administrative
obligations and penalties in connection with misuse or illegal distribution
of such information. During a period
of one month prior to publication of
the annual or semi-annual results,
no transactions in Colruyt shares are
carried out for these persons through
the company. The same holds true for
the period during which people gain
knowledge of sensitive information not
yet made public.
Pursuant to the Royal Decree on
market abuse of March 5, 2006, lists
of insiders have been drawn up and
are managed by a manager. Directors
must report share transactions to this
manager who then makes such transactions public.
1.6. Information
shareholders
for
the
All useful information for the shareholders is published on our website www.
colruyt.be/financial info. All interested
parties may register with the company
to receive automatic notifications each
time the website is modified or if new
financial information is published on
the website.
Part 5: Sustainable Corporate Governance
2. Events during the fiscal
year
2.2. Meetings of the Board of
Directors
the meeting of the Board of Directors
were examined in detail and explained
by the Financial Management.
2.1. Audit Committee
The Audit Committee has drafted an internal code, which is published on our
website at www.colruyt.be.
François Gillet, Piet Colruyt (Herbeco
NV), Non-Executive Directors and
Independent Director Willy Delvaux
(BVBA Delvaux Transfer) form the Audit
Committee.
Under the chairmanship of François
Gillet, the committee met on June 12,
2009, September 11, 2009, November
20, 2009 and March 17, 2010.
During each meeting, the financial
figures in the working document for
The Board of Directors held four ordinary meetings during this fiscal year:
The auditors also presented their audit
of the semi-annual and annual results
each time.
in June 2009, September 2009,
November 2009 and March 2010.The
first three meetings each took up an
entire day and the main points were
the discussion and development of the
services provided by the various brands
and the Group’s business activities.
The meeting in March 2010 was held in
France over two days in Rochefort-surNenon (Dole, France). The directors
were given an overview of the activities in France and met the local management. A number of Colruyt banner
stores were also visited.
The risk management unit (internal
audit) of the Colruyt Group has also
drafted a quarterly report for the committee each time.
The Audit Committee’s recommendations and findings are fixed items
on the agenda for the meeting of the
Board of Directors.
All members of the Audit Committee
were present at each meeting, except
at the November meeting, where one
director was absent and was excused.
In addition, two special meetings took
Remuneration of the Board of Directors
In 2009/2010, the members of the Board of Directors received the following remuneration:
in Euros
JefColruyt
Emoluments
(1)
85.248
FransColruyt
(2)
85.248
FrançoisGillet
(3)
AnimaN.V.
(4)
HerbecoN.V.
85.248
340.992
85.248
FarikN.V.
Delvaux
TransferBVBA
85.248
85.248
(1) Gross annual amounts in Euros.
(2) Frans Colruyt also receives a salary as manager of the Colruyt Group
(3) François Gillet’s remuneration is paid to Rebelco SA, a branch of the Sofina Group, his employer.
(4) The emoluments of Jef Colruyt as Chairman of the Board of Directors were paid to Anima NV.
On 15 September 2010, the proposal was made to the General Assembly of Shareholders to pay an amount of
EUR 3.626.700 as bonuses to the Board of Directors. This amount will be divided among the directors, with the exception of
the BVBA Delvaux Transfer.
Remuneration of the Group Directorate
See page 38 for the composition of the Group Directorate.
in Euros
Total Group Directorate
Remuneration(1)
1.903.086
Profitpremium(1)(2)
1.709.245
Groupinsurance
283.554
(1) Gross annual amounts. From the gross salaries, 34,77 % is also paid out as NOSS contributions.
(2) Six directors have opted for having their profit participation paid out in shares in accordance with the Act of 22 May 2001. In total, this concerned 211 shares.
The value of these shares is included in the calculation above.
Out of respect for the privacy of the members of the Group Directorate, we only provide the total remuneration paid.
The remuneration of Jef Colruyt as CEO is included in this amount and was determined by the Board of Directors based on
the market study recommended by the firm Towers Perrin.
There are no other agreements regarding redundancy pay and the like.
The members of the Group Directorate do not receive stock options for Colruyt shares.
43
Part 5: Sustainable Corporate Governance
The group plans 80.000 m² of new
storage space near the existing
distribution centre in Ghislenghien.
place in January and February 2010,
each lasting half a day.
All directors were present at every
meeting.
3. Risk management and
internal control
3.2. Components of the risk
management and internal
control systems
The risk management and internal
control systems of the group are based
on the principle of the COSO II model.
We distinguish the following components in this:
3.1. General
3.2.1. Control environment
In accordance with its mission, Colruyt
Group aims to carry out a policy of
“sustainable entrepreneurship”. This
policy is translated concretely into the
strategic and operational objectives of
the group and of each division within
the group. The group is exposed to a
large number of risks within the context
of its normal business operations that
can result in the aforementioned objectives being affected or not achieved.
Controlling these risks is a core task
of each director within his/her area of
responsibility. In order to obtain reasonable certainty that the formulated
objectives will be realised and in order
to support the management in bearing
its responsibility, the group has set
up a risk management and internal
control system. The most important
components of this system as well as
the most relevant risks for the Colruyt
Group are discussed in this section of
the annual report.
44
The Group’s control environment is
mainly determined by the company
culture. The uniqueness of this is
based on a number of pillars such as
our group mission, values, employees
and organisation, which are geared to
each other and which contribute so
that, within the context of “craftsmanship”, risks and risk management are
dealt with consciously when weighing
possibilities and taking decisions. In
this context, we refer to part 2 of this
annual report where the mission and
values of the Colruyt Group are set out
in detail.
3.2.2. Good governance
The group has taken a number of
measures within the context of good
governance that should contribute to
the group determining and realising
its objectives in a socially acceptable
manner. The principles of good governance applied by the group are discussed in detail in part 5 paragraphs A
and B of this annual report.
3.2.3. Colruyt Group
Management (“Coris”)
Risk
In order to arrive at a structured and
systematic management of the operational risks, the group has developed and introduced a policy and
methodology based on Enterprise
Risk Management (ERM). This initiative is being carried out under the programme name “Coris” and is described
in detail in paragraph 3 below.
3.2.4. Risk management and
internal control
Risk management and internal controls
have been incorporated into processes
and systems in order to provide a risk
response to the operational risks. For
new processes and systems, this takes
place at the time of design and development; with regard to existing processes and systems, new emerging risks
are controlled by means of implementing additional measures and internal
controls (process and system optimisation). The departments System
Design and Work Simplification support
the setting up and optimisation of
Part 5: Sustainable Corporate Governance
processes and systems and thus also
the integration of risk management and
internal controls in these processes
and systems, while those responsible
for the process are the risk owners
and therefore they bear the ultimate
responsibility for the process being
“under control”.
3.2.5. Supervisory bodies
The Board of Directors supervises the
proper functioning of the risk management and internal control systems
through the Audit Committee (see also
part 5 paragraph B.1. of this annual
report). When carrying out this task, the
Audit Committee relies on information
provided by external auditors, on the
one hand, and by Risk Management
(internal audit), on the other hand.
Both the external and internal audit
assess the structure and functioning of
the internal controls within the processes and systems, and this from their
respective perspectives: for the external audit, this concerns the certification
of the Group’s financial statements;
for the internal audit, the emphasis
lies more on controlling the process
risks and the possible negative consequences of these risks. The activities
that have been carried out and their
results are discussed with the Audit
Committee every three months.
is based on taking risks. By the end of
2011, all activities of the group must go
through the process in this programme.
- Strategic risks: such as market dynamics, governance, planning and allocation of resources, important initiatives,
acquisitions and communication.
3.3.2. Process and methodology
The whole group is divided into 25
domains. Each domain must go
through the following process steps in
a structured manner: risk identification,
risk analysis, risk evaluation, risk response (implement additional control
measures if necessary), monitoring
and corrective measures. This process
is coordinated and facilitated by the
Risk Management unit, which reports
on this to the Board of Directors and
the Audit Committee.
The most important risks in connection
with the activities of the Colruyt Group
are specified in a risk universe that is
divided into five categories:
- Operational risks: these include marketing and sales, purchasing, stocks
and production, human resources and
organisation, information technology,
fixed assets, theft.
- Financial risks: these concern the risks
connected to the financial markets (interest rates, currencies, commodities),
liquidity and loans, capital structure, accounting and financial reporting.
- Legal risks: codes of conduct (ethics,
fraud), legal risks, laws and regulations.
- Force majeure risks: natural disasters,
fire, terrorist acts, power failures.
3.3. Coris: anchoring Colruyt
Group risk management
3.3.1. Definition and objective
The Colruyt Group has developed a
number of group-wide processes for
structured and systematic risk management that are based on the principles
of Enterprise Risk Management (ERM).
This initiative was launched in the beginning of 2009 and is being carried
out under the programme name “Coris”
(Colruyt Group Risk Management).
The objective of this programme is to
increase the risk awareness of all employees and to draw up an inventory
of the risks that we are exposed to in
order to control these risks. We wish
to encourage our employees to take
controlled risks, since entrepreneurship
By the end of 2011 all the group’s
activities will be subjected to the risk
management programme Coris.
45
Part 5: Sustainable Corporate Governance
In order to allocate a risk score to the
identified risks in a consistent manner,
scales have been elaborated for “probability”, on the one hand, and “impact”,
on the other hand. The scale for impact
is based on the risk appetite that is determined by the Board of Directors of
the group. A risk matrix is drawn up for
each group domain based on the risk
scores, whereby risks are classified as
high, average or low. A risk response
is provided for the high risks: this is
an action plan to bring the risk score
inflation. As Colruyt strives to guarantee
the lowest prices on the market to the
consumer, the actions of competitors
can influence the profitability of the
Group. Therefore, the Group constantly
seeks to monitor and analyse its cost
structure and to implement measures
to improve efficiency where possible.
Risks in connection with growth
The Group is committed to a growth
strategy that also includes growth
through acquisitions in addition to
available or accessible, for whatever
reason, can have a major effect on the
results of the Colruyt Group.
HR related risks
The Group has trade union representatives in most of its activities in Belgium
and France. A positive and constructive
social climate contributes to the growth
and development of the company.
Social actions within or outside of our
organisation can have a negative effect
on the continuity of the activities of the
Supply problems and shortage
can be dealt with in the European
purchase organisation Coopernic.
below the tolerations limits that have
been set. The average and low risks are
monitored.
All risks are recorded in the risk register
of the domain in question with a specification of the risk tolerance and the
relevant KRIs (Key Risk Indicators). In
addition, each risk is allocated to a risk
owner who is responsible for setting up
and implementing action plans (if necessary) and for the monitoring and follow-up of his/her risks. A risk coordinator is appointed for each domain who
is responsible for the administration of
the risk register and for the follow-up
and for ensuring that risk management
receives the necessary attention within
the domain.
3.4. Most important risks of the
Colruyt Group
3.4.1. Strategic risks
Risks in connection with market
dynamics
An important strategic risk of the Group
mainly concerns the development of
consumer spending and cost-induced
46
organic growth. The success of this
growth strategy depends therefore
also on the degree in which the Group
succeeds in making acquisitions that
it is able to integrate successfully with
its existing activities. In connection
with these acquisitions, Colruyt also
makes international acquisitions, which
expose the Group to the economic,
social and political risks connected to
the activities in these countries.
3.4.2. Operational risks
Supply chain risks
In order to limit the supply chain risks
within the Colruyt Group, the Group
strives to establish a transparent relationship with all of its suppliers.
Furthermore, no single supplier has a
dominant position that could jeopardise the supply process. Finally, scarcity
problems or supply problems can be
absorbed within the network of the
purchasing group Coopernic. In order
to limit the supply chain risk as much
as possible, the Colruyt Group strives
for long-term contracts with its suppliers. Supply chain risks, of whatever
size, and distribution centres not being
group, in the sense that supply, sales,
production or supporting corporate
services can be disrupted temporarily.
The Colruyt Group strives to minimise
this risk by maintaining a strategy of
open communication with regard to all
social partners.
Information technology risk
The Group is dependent to an important extent on the IT systems that
it has developed in-house that are
maintained and further developed by a
team of experienced specialists. A malfunctioning of the system, even for one
day, can result in an immediate loss
of turnover for the Group. The Colruyt
Group strives to safeguard the continuity of the data processing through
various back-up systems and contingency back-up scenarios.
3.4.3. Financial risks
Financial reporting
The non-timely or incorrect reporting
of financial figures can have a large
impact on the stock exchange value
of the Colruyt Group. In order to communicate and provide information as
Part 5: Sustainable Corporate Governance
transparently as possible, the Colruyt
Group publishes financial press releases on dates agreed in advance. In
addition, the communication efforts of
the management take the form of road
shows and regular telephone contacts
as well as actual visits of and with investors and analysts. Finally, more than
20 analysts publish reports at regular
intervals with financial information
about the Colruyt Group.
Currency, interest rate, credit and liquidity risks
In view of the nature and structure of
its activities, the group is only exposed
to these financial risks to a limited
extent, with the exception of the credit
risk These financial risks are described
in more detail in the notes to the consolidated financial statements under
number … Risks connected to financial
instruments.
3.4.4. Legal risks
Risks in connection with product
liability
The production, packaging and selling
of food products and other trading
goods can entail risks of product liability, obligations to take back and/or
replace goods. Products can be soiled,
infected or defective or could contain
foreign objects and nevertheless be
distributed by the Group unintentionally. As a result, the Group can be
exposed to claims in connection with
product liability. Even if the claims with
regard to product liability are not successful, the Group could suffer from
the negative impact on its reputation
in connection with such a claim. The
Group has concluded insurance policies to insure itself against the risks of
product liability and recalls. The Group
is also active is the area of food safety
and carries out extensive quality audits
on products that are intended for sale
and sets up programmes together with
its suppliers to monitor the quality consistently. As far as non-food products
are concerned, the Group requires
that its suppliers adhere to the return
and/or replacement obligations agreed
in advance. For work carried out by
the Group’s engineering companies,
warranties are given to the customer
and provisions are made based on historical data to cover the warranties.
Risks in connection with environmental liability
In general, the Group can always be
held responsible for repairing accidental damage to the environment,
regardless whether this damage to the
environment was caused by the Group
or by a previous owner or tenant. The
Group has concluded insurance policies for these types of risks. As far as its
petrol station activities are concerned,
the Group adheres to the statutory inspection obligations and it also carries
out additional inspections to detect
pollution timely. A decontamination
plan is immediately drawn up for pollution that has been detected.
Regulatory risks
The Group is subject to the applicable
laws and regulations of each country
in which it is active as well as to the
laws and regulations imposed by the
European Union. As a result of its
listing on Euronext Brussels, the Group
is subject to Belgian and European
laws regarding publication obligations
and insider trading. The Group strives
to respect its statutory obligations. Due
to changing laws and regulations, the
Group may have to invest further in its
administrative or other processes, each
time that the legal framework changes.
Changes in the laws and regulations in
a country or region where the Group
operates can have an effect on the
results of the Colruyt Group. To the
extent possible, the Colruyt Group
strives to accommodate changes in a
proactive manner, in other words, by
adopting an innovative and progressive approach. The best examples
of this are the environmental laws
where possibly more stringent emission standards are already accommodated by means of proactive investments in solar energy, wind energy and
hybrid trucks. Furthermore, changes
in tax laws can influence the realised
profit of the Group both positively and
negatively.
Risks in connection with health and
safety
The risks in connection with work-related accidents and obligations in connection with the personnel are covered
by insurance policies concluded with
external insurers. In addition, the group
strives to avoid health and safety incidents in as far as possible by implementing extensive safety and prevention programmes.
3.4.5. Force majeure risks
Fire, natural disasters, terrorist
attacks, malicious deeds
The Group manages these insurable
risks through a combination of external
insurance and own cover. The Group
bases its decision on its safety and prevention programmes, on the one hand,
and the cost price of external cover,
on the other hand. External insurance
is used when available at a reasonable
cost on the insurance market or when
insurance policies are mandatory.
The Group also makes use of its reinsurance company Locré, which is a
wholly-owned subsidiary. The objective
of this reinsurance programme is to
provide permanent flexibility in its risk
programme and to optimise the costs
thereof in the function of the risks.
The Group tries to avoid damage to
buildings and the interruption of operations due to fire, explosions or other
dangers as much as possible by implementing fire safety and prevention
programmes.
Black-outs and power disruptions
The negative consequences of these
risks are covered by insurance policies.
In addition, the Group has a number of
continuity programmes and contingency back-up plans in place in the event
that an incident occurs.
47
6
Part 6:
Share Ownership –
Colruyt Shares
Calendar for Shareholders
10/ 09/ 2010
Last date for deposition of shares for participation in the annual General Assembly of
Shareholders.
15/09/2010(16hrs)
General Assembly of Shareholders for the 2009/2010 fiscal year.
Dividend(coupon12)
28/09/2010
ex- date (detaching of the coupons)
30/09/2010
record date (centralisation of the coupons)
01/10/ 2010
payment
14/10/ 2010
Certificates for exemption from or reduction of withholding tax on movables for dividends in our
possession.
12/10/ 2010
Extraordinary General Assembly
Capital increase Etn. Fr. Colruyt NV reserved for personnel of the Colruyt Group (Article 609 of the
Code of Companies)
30/11/2010(17.45hrs)
Publication of the semi-annual information on the 2010/2011 fiscal year.
01/12/ 2010
Informational meeting with financial analysts
31/01/2011(17.45hrs)
Publication of sales after the end of the third quarter 2010/2011
27/06/2011(17.45hrs)
Publication of the result of the 2010/2011 fiscal year.
28/06/2011
Informational meeting with financial analysts
28/07/2011(17.45hrs)
Publication of sales at the end of the first quarter 2011/2012
16/09/2011
Last date for the deposition of shares for participation in the annual General Assembly.
21/09/ 2011
Annual General Assembly of Shareholders for the 2010/2011 fiscal year.
1. Dividends from the
Fiscal Year 2009/2010 (1)
The Board of Directors proposes to pay
a gross dividend of EUR 4,48 to shares
of Etn. Fr. Colruyt NV participating in the
profits of the 2009/2010 fiscal year.
Of the gross dividend of EUR 4,48,
48
shareholders will receive a net amount
of EUR 3,36 after deduction of the 25%
withholding tax on movables. VVPR
strip holders will benefit from a reduced
withholding tax on the dividends. For
those shares, the net dividend per share
will be EUR 3,808, after deduction
of 15% withholding tax on movables.
The capital increases reserved for
members of the personnel of the Colruyt
Group have always involved the issue
of such VVPR strips since 1995. For
foreign shareholders, the amount of the
net dividend may differ depending on
the double taxation treaties between
Belgium and the various countries. We
must have received the necessary certificates by no later than October 14, 2010.
Part 6: Share Ownership –Colruyt Shares
175,90
EURONEXT
SM
Listing
Euronext Brussels (since 1976)
Member of the Bel20 Index
Share ticker: COLR
ISIN code: BE0003775898
VVPR strip ticker: COLRS
ISIN code: BE0005504726
180,00
152,23
2009
191,375
148,905
2008
178,70
135,59
2007
161,80
114,80
n Highest price
Lowest price
183,55
LISTED
NYSE
2006
2005
2004
131,70
104,00
119,60
200
77,20
80,90
51,00
2003
0
54,50
41,60
50
2002
100
49,24
39,77
150
Priceoftheshare
duringthepast
months.
COLR
Information
ontheColruytshare
n Highest price
n Lowest price
2001
BNP Paribas Fortis Bank will act as the
principal paying agent of the dividends.
200
55,85
37,00
The coupons for dividend collection may
be presented to the counters of every financial institution in Belgium.
Developmentoftheshareprice(closingprice)oftheEtn.Fr.Colruyt
NVshare(calendaryear)
2000
The dividend for the 2009/2010 fiscal
year shall be payable as of October 1,
2010, under presentation of coupon
number 12 at the counters of financial
institutions.
174,75
185,95
184,70
185,00
180,85
183,50
179,85
March
April
May
166,60
150
January
February
2. Overview of Etn. Fr. Colruyt NV Shares
Numberofshares(situationasat10.06.2010)
Ordinary
VVPR
Total
Profit-sharing shares
Shares owned by the company
Shares owned by subsidiaries
Balance
Datapershare(in euro)
Gross dividend
Net dividend/ordinary share
Net dividend/VVPR share
Profit (Share of the group)
Basis for calculation (weighted average on 31/03) (1)
SharepriceinBrussels (in Euros)
Share price on 31/03
Highest price of the year (closing price)
Lowest price of the year (closing price)
Stock exchange value on 31/03
(in EUR million)
2009/2010
2008/2009
31.893.185
1.622.684
31.893.185
1.521.305
33.515.869
33.414.490
33.515.869
1.968.004
0
31.547.865
33.414.490
1.783.920
0
31.630.570
4,48
3,36
3,808
10,45
31.543.205
shares
4,04
3,03
3,434
9,50
32.033.719
shares
182,25
180,00
152,23
172,569
191,375
148,905
6.108,27
5.766,30
(1) Calculated based on the number of profit-sharing shares, after deduction of profit-sharing shares owned by the company and by subsidiaries.
49
Part 6: Share Ownership –Colruyt Shares
Overview of the purchase of company shares by the company
Fiscal year 2009/2010
Company shares owned by the company on 31.03.09
Granted to employees for the 2008/2009 participation in profits
Purchased in 2009/2010
Totalownedbythecompanyon31.03.2010 3. Purchase of company
shares
This was 5,87 % of the total number of
shares issued (33.515.869).
In accordance with article 12 of the company’s articles of association and within
the statutory provisions of section 620
of the Company Code, an extraordinary General Assembly has, already for
years, granted the Board of Directors
the authorisation to purchase Colruyt
company shares. As from January 1,
2009 (Royal Decree October 8, 2008),
the Belgian legislator has eased the requirements and, as a result, the term
of validity was increased to five years
and with a maximum of 20% of the
total number of issued shares. The
last authorisation was provided by the
Extraordinary General Assembly on
October 16, 2009.
Of those shares, 53.982 shares will
be allocated to employees who wish
to receive their participation in the
2009/2010 profit in the form of shares,
under the resolutory condition of approval by the General Assembly.
The Board of Directors used the authorisation granted to it. On June 10,
2010, Etn. Fr. Colruyt NV owned in total
1.968.004 company shares.
In accordance with article 622, paragraph 1 of the Corporate Code, the
Board of Directors decided that the
dividends of the shares or certificates
that are held by Etn. Fr. Colruyt will
not be paid out for the period that
these are held. The voting rights connected to these shares have also been
suspended.
4. Structure of the share
ownership of Etn. Fr.
Colruyt NV according
to the last transparency
notification dated June
11, 2010.
Pursuant to the act of May 2, 2007 and
the Royal Decree of February 14, 2008
(publication of significant participations
in companies quoted on the stock
exchange), we received an updated
The group expects its investment
programme to remain at a similar
level in the years to come to support future growth.
50
2009/2010
+ 1.561.333
- 51.609
+ 458.280
1.968.004
notification of participation from the
Colruyt family, Sofina and the Colruyt
Group on June 11, 2010.
The company has no knowledge
of
other
agreements
between
shareholders.
The statutory thresholds per bracket of
5% apply.
Transparency Notification of June 11,
2010
Chain of controlled companies:
- DIM NV is controlled jointly by ANIMA
NV, Herbeco NV and Farik NV, that with
regard to their participation in DIM NV,
each act by mutual agreement with a
number of natural persons.
- HIM NV is jointly controlled by ANIMA
NV, Herbeco NV and Farik NV (directly
and indirectly through DIM NV). ANIMA
NV, Herbeco NV and Farik NV act with
regard to their participation in HIM
NV each in mutual agreement with a
number of natural persons.
Part 6: Share Ownership –Colruyt Shares
all parties acting by mutual agreement.
At that time, it concerned 57,95 % of
the outstanding Colruyt shares on that
date.
Transparency Notification of 11.06.2010
Shares
Number
I.ColruytFamilyandRelatives
1. Colruyt Family
2. H.I.M. NV
3. D.I.M. NV
4. H.I.M. DRIE NV
5. H.A.M. NV
6. ANIMA NV
7. HERBECO NV
8. FARIK NV
9. Stiftung Pro Creatura
%
1.985.032
8.238.079
4.908.500
82.630
350.000
23.395
13.100
7.000
30.341
5,92
24,58
14,65
0,25
1,04
0,07
0,04
0,02
0,09
15.638.077
46,66
II.ColruytGroup
Etn. Fr. Colruyt NV
(company shares purchased by the company)
1.968.004
5,87
TOTALCOLRUYTGROUP
1.968.004
5,87
1.750.000
5,22
1.750.000
5,22
(ColruytFamily+ColruytGroup
+SofinaGroup)
19.356.081
TOTALFAMILYCOLRUYT
ACTINGBYMUTUALAGREEMENT
III.SofinaGroup
1. SOFINA NV
TOTALSOFINAGROUP
TOTALPERSONSACTING
BYMUTUALAGREEMENT:
57,75
Denominator: Shares 33.515.869 (position as at 11.06.2010)
- HIM Drie NV is controlled by DIM NV,
which is jointly controlled by Anima
NV, Herbeco NV and Farik NV.
- DHAM NV is controlled by DIM NV,
which is jointly controlled by ANIMA
NV, Herbeco NV and Farik NV.
- Etn. Fr. Colruyt NV is controlled by
DIM NV and HIM NV (and HIM Twee,
HIM Drie NV and DHAM), which directly and/or indirectly are jointly controlled by ANIMA NV, Herbeco NV and
Farik NV.
- Stiftung Por Creatura, a foundation
in accordance with Swiss law, is controlled by natural persons (who directly or indirectly own less than 3%
of the shares with voting rights of the
Company).
5. Communication of
Agreement by Mutual
Consent pursuant to
Article 74 of the Act of
April 1, 2007
The complete letter can be found on
our website www.colruyt.be/financial.
(*)
According to the law, an update of the
participations concerned must be communicated once a year at the end of
August.
(*) We have not published this letter
in full as the transparency notification
of June 11, 2010 above is more up to
date and accurate.
6. Ethibel
Colruyt has been included in the investment register of the European
collective “ETHIBEL” label and in the
“Ethibel Sustainability Indices” (ESI Pioneer and Excellence) since January
17, 2003. Forum ETHIBEL is an independent European organisation, which
evaluates various companies with
regard to corporate responsibility and
sustainable business practices.
The ETHIBEL investment register is
used by banks, investment funds and
institutional investors for socially responsible investing (SRI). The “Ethibel
Sustainability Indices” provide an overview of the financial services of leading
companies in the area of sustainable
business practices.
More information can be found on
the website of Forum ETHIBEL: www.
ethibel.org
The same parties have also sent a notification of agreement by mutual consent
pursuant to Article 74 of the Act of April
1, 2007 on public takeover bids to the
Company and to the Banking, Finance
and Insurance Commission (CBFA).
HIM NV sent an update of the participations to the company and to the
CBFA on August 28, 2009 on behalf of
51
7
Part 7:
Financial Report
Consolidated financial
statements and notes
1. Consolidated income statement
(in million EUR)
Note
2009/10
2008/09(1)
Revenue
Costofgoodssold
8.3
8.3
6.752,6
(5.061,9)
6.261,1
(4.714,3)
Grossprofit
8.3
1.690,7
1.546,8
Otheroperatingincome
Servicesandmiscellaneousgoods Employeebenefitexpenses
Amortisation,depreciationandimpairmentofnon-currentassets
Provisionsandwrite-offsofcurrentassets
Otheroperatingexpenses
8.4
8.5
8.6
8.4
47,9
(248,5)
(863,8)
(130,0)
(1,3)
(25,1)
49,8
(238,6)
(788,0)
(117,2)
(1,2)
(21,4)
Operatingprofitbeforefinancingcosts(EBIT)
469,9
430,2
Financialincome
Financialexpenses
8.7
8.7
11,7
(5,7)
12,9
(9,6)
Netfinancingincome
8.7
6,0
3,4
Shareofprofitofassociates
8.12
(0,7)
(2,3)
Profitbeforetax
475,3
431,2
Incometaxexpense
8.8
(145,8)
(126,8)
Profitforthefinancialyear
329,5
304,4
8.20
(0,1)
329,6
10,45
0,1
304,4
9,50
Attributable to:
Non-controllinginterests
Ownersoftheparent
Earningspershare–basicanddiluted(inEUR)
(1) Figures for the financial year 2008/09 have been changed as disclosed in note 8.1. Principles for the presentation and preparation of the consolidated financial statements.
52
Part 7: Financial Report
2. Consolidated statement of comprehensive income
(in million EUR)
Profitforthefinancialyear
2009/10
2008/09
329,5
304,4
Actuarialprofit/(loss)aftertaxonlongtermemployeebenefits
Profit/(loss)fromcurrencytranslationofforeignentities
Shareofchangesinothercomprehensiveincomeofassociates
4,1
0,2
(1,3)
0,0
0,2
1,6
Othercomprehensiveincomeforthefinancialyear
3,0
1,8
Totalcomprehensiveincomeforthefinancialyear
332,5
306,2
Attributable to:
Non-controllinginterests
Ownersoftheparent
(0,1)
332,6
0,1
306,1
Thecomponentsintheconsolidatedstatementofcomprehensiveincomearepresentednetofrelatedtaxeffects.
Colruyt store in
Sint-Gillis-Waas
53
Part 7: Financial Report
3. Consolidated statement of financial position
(in million EUR)
Note
31.03.10
31.03.09
Goodwill
Intangibleassets(1)
Property,plantandequipment(1)
Investmentsinassociates
Investments
Deferredtaxassets
Otherreceivables
8.9
8.10
8.11
8.12
8.13
8.15
8.17
83,8
22,5
1.243,9
33,9
40,9
17,3
17,6
72,6
17,1
1.036,1
12,2
35,2
9,6
10,3
Totalnon-currentassets
1.459,9
1.193,0
Inventories
Tradereceivables
Currentincometaxreceivable
Otherreceivables
Investments
Cashandcashequivalents
8.16
8.17
8.17
8.13
8.18
495,4
363,3
2,9
24,7
38,3
247,9
472,3
314,8
6,9
26,9
55,3
292,9
Totalcurrentassets
1.172,5 1.169,1
2.632,4
2.362,1
Capital
Reservesandretainedearnings
Totalequityattributabletoequityholdersoftheparent
Non-controllinginterests
209,1
1.042,7
1.251,8
0,6
195,3
902,7
1.098,1
0,8
Totalequity
8.19
1.252,3
1.098,8
Provisions
Employeebenefits
Deferredtaxliabilities
Interest-bearingloansandborrowingsandotherliabilities
8.21
8.22
8.15
8.23-8.24
15,1
37,2
69,4
17,8
12,8
39,6
55,5
19,0
Totalnon-currentliabilities
139,5
126,9
Interest-bearingloansandborrowings
Tradepayables
Currentincometaxpayable
Employeebenefitsandotherliabilities
8.23
8.24
8.24
6,5
834,2
42,6
357,3
3,6
768,5
32,3
332,0
Totalcurrentliabilities
1.240,6
1.136,4
Totalliabilities
1.380,1
1.263,3
TOTALEQUITYANDLIABILITIES 2.632,4
2.362,1
TOTALASSETS
(1) Figures for the financial year 2008/09 have been changed as disclosed in note 8.1. Principles for the presentation and preparation of the consolidated financial statements.
54
Part 7: Financial Report
4. Consolidated statement of changes in equity
Thechangesinequitycanbedetailedasfollows:
Attributable to the equity holders
of the Company
(in million EUR)
Capital
Reserves
fortreasury
shares
Other
reserves
Retained
earnings
Total
Non-
controlling
interests
Total
equity
At1April2008
185,3
(171,6)
0,7
956,1
970,5
0,7
971,2
Profitofthefinancialyear
-
-
-
304,4
304,4
0,1
304,4
Profitofthefinancialyear
-
-
-
304,4
304,4
0,1
304,4
Othercomprehensiveincome
-
-
1,8
-
1.8
-
1,8
Profit/(loss)fromcurrency
translationofforeignentities
Shareofchangesinother
comprehensiveincomeofassociates
-
-
0,2
-
0,2
-
0,2
-
-
1,6
-
1,6
-
1,6
Transactionswiththeequityholders
9,9
(68,9)
1,6
(121,2)
(178,6)
-
(178,6)
Capitalincrease
Treasurysharespurchased
Treasurysharesdistributed
toemployeesasprofitsharing
Dividendtoshareholders
9,9
-
-
(77,7)
1,6
0,3
-
-
11,5
(77,4)
-
-
11,5
(77,4)
-
-
8,8
-
(0,3)
-
-
(121,2)
8,5
(121,2)
-
-
8,5
(121,2)
At31March2009
195,3
(240,5)
4,1
1.139,2
1.098,0
0,8
1.098,8
At1April2009
195,3
(240,5)
4,1
1.139,2
1.098,0
0,8
1.098,8
Profitofthefinancialyear
-
-
-
329,6
329,6
(0,1)
329,5
Profitofthefinancialyear
-
-
-
329,6
329,6
(0,1)
329,5
Othercomprehensiveincome
-
-
3,0
-
3,0
-
3,0
-
-
4,1
-
4,1
-
4,1
Actuarialprofit/(loss)aftertaxon
longtermemployeebenefits
Profit/(loss)fromcurrency
translationofforeignentities
Shareofchangesinother
comprehensiveincomeofassociates
-
-
0,2
-
0,2
-
0,2
-
-
(1,3)
-
(1,3)
-
(1,3)
Transactionswiththeequityholders
13,7
(65,9)
3,2
(130,0)
(178,9)
(0,1)
(179,0)
Capitalincrease
Treasurysharespurchased
Treasurysharesdistributed
toemployeesasprofitsharing
Dividendtoshareholders
Purchaseofnon-controllinginterests
Reclassification
13,7
-
-
(74,1)
2,3
0,8
-
-
16,0
(73,2)
-
-
16,0
(73,2)
-
-
-
-
8,2
-
-
-
0,9
-
-
(0,8)
-
(130,4)
(0,4)
0,8
9,1
(130,4)
(0,4)
0,0
-
-
(0,1)
-
9,1
(130,4)
(0,5)
0,0
At31March2010
209,1
(306,4)
10,3
1.338,8
1.251,7
0,6
1.252,3
55
Part 7: Financial Report
5. Consolidated cash flow statement
(in million EUR)
2009/10
2008/09
Operating activities:
Profitforthefinancialyear(1) Adjustmentsfor:
Amortisation,depreciationandimpairmentofnon-currentassets Interestincome,interestexpenseandincometaxexpense
329,5
304,4
130,0
145,7
117,2
116,9
(Gain)/lossonsaleofproperty,plantandequipmentandintangibleassets
(Gain)/lossonsaleofcurrentassets
1,9
(4,1)
2,9
7,5
Shareofprofitsofassociates
Employeebenefitsrelatedtosharebasedpaymentsandtosubscription
discountonthecapitalincreaseforpersonnel(1)
0,7
12,1
2,3
10,5
Operatingprofitbeforechangesinworkingcapitalandprovisions
615,8
561,8
(Increase)/decreaseintradeandotherreceivables (Increase)/decreaseininventories Increase/(decrease)intradepayablesandotherpayables
Increase/(decrease)inprovisionsandemployeebenefits
(22,8)
(21,7)
61,8
0,8
(17,0)
(32,7)
42,4
2,8
Interestpaid
Interestanddividendsreceived
Incometaxpaid
(1,6)
5,1
(126,9)
(1,9)
12,4
(128,1)
510,6
439,8
(318,2)
-
(0,7)
(35,4)
(230,6)
(0,7)
(17,5)
Cashflowfromoperatingactivities
Investing activities:
Acquisitionofproperty,plantandequipmentandintangibleassets Acquisitionofindividualpointsofsale
Acquisitionofnon-controllinginterests
Acquisitionofsubsidiaries(netofcashacquired) (Increaseininvestmentinassociates)/proceedsfromreimbursementof
capitalofassociates
Acquisitionofinvestments
Salesofinvestments
(Paymentofloansgranted)/proceedsfromrepaymentofloansgranted
Proceedsfromthesaleofproperty,plantandequipmentandintangibleassets
andindividualpointsofsale
(24,3)
(13,9)
31,0
(10,0)
(43,8)
37,4
(4,0)
6,9
8,6
Cashflowfrominvestingactivities
(364,8)
(250,6)
Financing activities:
Proceedsfromtheissueofsharecapital
Purchaseoftreasuryshares
Repaymentofborrowings
Paymentsoffinanceleaseliabilities Dividendspaid
13,7
(74,0)
(2,0)
(1,3)
(130,3)
9,9
(77,5)
(1,6)
(1,4)
(121,8)
Cashflowfromfinancingactivities
(193,9)
(192,3)
(48,1)
(3,1)
Netcashandcashequivalentsasof1April
Effectofchangesinforeigncurrencyexchangerates
292,9
0,2
295,8
0,2
Netcashandcashequivalentsasof31March
245,0
292,9
Netincrease/(decrease)ofcashandcashequivalents
(1) Figures for the financial year 2008/09 have been changed as disclosed in note 8.1. Principles for the presentation and preparation of the consolidated financial statements.
56
Part 7: Financial Report
6. Statement of responsible persons
JefColruyt,Director-ChairmanofEtn.Fr.ColruytN.V.andWimBiesemans,CFOofColruytGroup,declareintitleandfortheentity,
thattotheirknowledge:
-theconsolidatedfinancialstatementsforthefinancialyears2008/09and2009/10,preparedinaccordancewith“International
FinancialReportingStandards”(IFRS)asendorsedbytheEuropeanCommission,giveatrueandfairviewofthenetassets,the
financialpositionandtheperformanceofEtn.Fr.ColruytN.V.andtheentitiesthatarepartoftheconsolidationscope.
-themanagementreportrelatedtotheconsolidatedfinancialstatementsgivesatrueandfairviewofthedevelopmentandthe
resultsoftheGroupColruyt’sactivities,aswellasofthepositionoftheCompanyandtheentitiesthatarepartoftheconsolidationscope,togetherwithadescriptionofthemainrisksanduncertaintiesthattheGroupfaces.
JefColruyt
Director-Chairman Etn.Fr.ColruytN.V.
WimBiesemans
CFOColruytGroup
EuroSpar store
in Aalter
57
Part 7: Financial Report
7. Independent auditor’s report
58
Part 7: Financial Report
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Part 7: Financial Report
8. Notes to the consolidated financial statements
Thefollowingnotestotheconsolidated
financialstatementsareintegralpartof
theconsolidatedfinancialstatements.
8.1 Principles for the
presentation and preparation
of the consolidated financial
statements
Etn.Fr.ColruytN.V.(hereinafterreferred
to as the “Company”) is domiciled in
1500 Halle, Belgium and is publicly
traded on the Euronext Brussels under
the code COLR. The Company’s consolidated financial statements for the
2009/10financialyearwhichclosedon
31 March 2010 covers the Company,
its subsidiaries (hereinafter referred to
collectively as the “Group”) and the
Group’sinterestsinassociatedcompanies and jointly controlled entities, but
aftereliminationofintra-grouptransactions.
The consolidated financial statements
for the 2009/10 financial year were
approvedbytheBoardofDirectorsfor
publicationon25June2010.
8.1.1.Basisofpresentation
The consolidated financial statements
are expressed in millions of euro
rounded to one decimal place, which
means that totals and subtotals may
differslightly.
The consolidated financial statements
describethefinancialpositionasof31
March.Theyarepreparedusingthehistoricalcostmethod,withtheexception
of derivatives and financial assets held
forsale,whicharemeasuredattheirfair
value.
The consolidated financial statements
are prepared before any distribution of profits of the parent company
as proposed to the Annual General
Shareholders’Meeting.
Preparing the financial statements in
accordance with International Financial
Reporting Standards (IFRS) requires
management to make judgements,
60
estimates and assumptions that affect
the application of policies and principles and that also affect the reported
amountsofassetsandliabilitiesandof
incomeandexpenses.
shareholders,areincludedintheconsolidatedstatementofcomprehensive
income. This change affects solely
thepresentationandthenotesandas
suchdoesnotimpacttheearningsper
share.
Theestimatesandassociatedassumptionsarebasedonhistoricalexperience
and various other factors that are believed to be reasonable under the circumstances, the results of which form
the basis of making the judgements
about carrying values of assets and liabilities that cannot readily be derived
from other sources. Actual results may
differfromtheseestimates.
-Amendment to IAS 23, “Borrowing
Costs”, requires the capitalisation of
borrowingcoststhataredirectlyattributabletotheacquisition,construction
or production of a qualifying asset as
part of the cost of that asset. As the
Grouphasverylimitedexternalfinancing,thisamendmenthasnoimpacton
theconsolidatedfinancialstatement.
The estimates and underlying assumptionsareassessedannuallyandadjusted. Revisions to accounting estimates
are recognised in the period in which
the estimate is revised if the revision
affectsonlythatperiodorintheperiod
of the revision and future period(s) if
the revision affects both current and
futureperiod(s).
-AmendmentstoIAS32andtoIAS1,
“PuttableInstrumentsandObligations
Arising on Liquidation” clarifies that
financial instruments with a buyback
obligation at fair value under certain
conditionsmustbeclassifiedasequity
instruments.Thefinancialinstruments
usedbytheGrouparenotwithinthe
scopeofthisstandard.
8.1.2.Statementofcompliance
-Amendment to IFRS 1 and IAS 27
“Costofaninvestmentinasubsidiary,
jointly controlled entity or associate”
(effective for annual periods startingonorafter1January2009).This
amendment is applicable to the first
publishedfinancialstatementsofentities that decide to apply IFRS for the
presentation and preparation of their
financialstatements.
The Group’s consolidated financial
statements are drafted in accordance with the applicable International
FinancialReportingStandards(IFRS),as
issued by the International Accounting
Standards Board (IASB) and accepted
bytheEuropeanUnionupto31March
2010.
Following (amended) standards and
interpretations are applicable as of 31
March2009:
-In-depthrevisionofIAS1,“Presentation
ofFinancialStatements”.Asaresultof
therevisedversionofIAS1thestatementofchangesinequityisnolonger
presented in the notes, but after
the statement of financial position.
Consequently the Group presents all
changes in equity relating to shareholdersintheircapacityasshareholders in the consolidated statement of
changes in equity, while all changes
in equity that are unconnected with
shareholders in their capacity as
-AmendmentofIAS39andIFRS7concerningthereclassificationoffinancial
assets.Thisamendmentallowsreclassificationoffinancialassetsafterinitial
recognition in certain circumstances.
TheGroupdidnotreclassifyitsfinancial instruments in the context of the
financialcrisis.
-Amendment to IFRS 2, “Vesting
Conditions and Cancellations”. The
vestingconditionsofthecurrentsharebasedpaymentsoftheGrouparenot
withinthescopeoftheamendment.
-Improvement to IFRS 7, “Financial
Instruments: Disclosures” (applicable
Part 7: Financial Report
forannualperiodsstartingonorafter
1January2009),concernsdisclosures
onfairvaluemeasurementandliquidityrisk.Theimpactoftheseadditional
disclosure requirements is limited for
theGroup.
-IFRS 8, “Operating Segments” introduces the so-called “management
approach” in segment reporting.
Segment information has to be reported on the same basis as is used
internally by the chief operating decision maker for evaluating operating
segment performance and deciding
how to allocate resources to operating segments. This standard has an
impact on note 8.2. Segment information and note 8.3. Revenue and
gross profit. In note 8.2 Segment information the Group distinguishes
following operating segments: Retail,
Wholesale & Foodservice and Other
activities. Group supporting activities
arepresentedasunallocated.Thetotal
of operating segments, transactions
between these operating segments
andunallocateditemsreconciletothe
consolidated Group figures. In note
8.3.Revenueandgrossprofit,revenue
8.1 Principles for the presentation and preparation
of the consolidated financial statements
from external customers is disclosed
nexttointernalrevenuefromtransactions with other operating segments.
The revenue of all operating segments together with the transactions
betweentheoperatingsegmentsalso
reconcilestotheGroup’srevenue.
-IFRIC 12, “Service Concession
Arrangements”,givesguidanceregarding public-to-private service concessionarrangementswheretheoperator
constructs, upgrades, maintains and
operates infrastructure to provide a
public service. This interpretation is
not applicable on the financial statementsoftheGroup.
-IFRIC 13, “Customer Loyalty
Programmes”dealswiththeaccounting treatment of customer loyalty
programmes applied by entities or in
whichtheyotherwiseparticipate.The
interpretationaddressesthereporting
ofprogrammesinwhichthecustomer
canexchangeloyaltypointsforawards
such as free or less expensive goods
orservices.IFRIC13,whichapplieson
a mandatory basis to the Group’s financialstatementssince2009,hasno
significant effect on the consolidated
financial statements as the Group is
almostnotengagedinthistypeofcustomerloyaltyprogrammes.
-IFRIC 15, “Agreements for the
Construction of Real Estate” (effectiveforannualperiodsasof1January
2009),concernsthescopeofapplicationofIAS18,“Revenue”andIAS11,
“ConstructionContracts”forconstruction companies. This interpretation is
not applicable on the financial statementsoftheGroup.
Due to the annual improvements
project,theIASBpublishesonayearly
basisanannualimprovementsstandard
in which it amends several IFRSs. The
followingstandardswereamendeddue
tothefirstannualimprovementsstandard:IAS1,IAS8,IAS10,IAS18,IFRS5,
IAS 16, IAS 19, IAS 20, IAS 23, IAS 27,
IAS28,IAS29,IAS31,IAS34,IAS36,
IAS38,IAS39,IAS40andIAS41.Most
of these improvements are applicable
forannualperiodsstartingonorafter1
January 2009, but have no impact on
thefinancialstatementsoftheGroup.
DreamLand store
in Groot-Bijgaarden
61
Part 7: Financial Report
TheGroupdidnotelecttoearlyadopt
the(amended)standardsandinterpretations below which, as of the date of
authorisation for issue, were published
butnotyeteffective:
-RevisedIAS24,“RelatedParties”(applicable for annual periods that start
onorafter1January2011).TheGroup
expects no impact of this revision on
itsfinancialstatements.
-Amendment to IAS 27, “Consolidated
and Separate Financial Statements”
(applicable for annual periods beginning on 1 July 2009). The amendment modifies IAS 27, “Consolidated
and Separate Financial Statements”
(revisedin2003).Thisamendmentis
notexpectedtohaveamaterialeffect
on the Group’s consolidated financial
statements.
-Amendment to IAS 32, “Financial
Instruments”: Presentation (effective
date: annual periods starting on or
after 1 January 2011). This amendment relates to the classification of
rightsissues.Thechangeswillhaveno
impactonthefinancialstatementsof
theGroup.
-Amendment to IAS 39, “Eligible
Hedged Items”, applicable for annual
periods that start on or after 1 July
2009.Thisamendmentclarifieswhich
itemscanbeusedashedgeditemsfor
hedgeaccounting,buthasnoimpact
on the consolidated financial statementsoftheGroup.
-Restructuring of IFRS 1 (effective for
annual periods starting on or after
8.1 Principles for the presentation and preparation
of the consolidated financial statements
1 July 2009), does not change the
content, only the structure of the
standard.
-Amendment to IFRS 1 and IFRS 7,
“LimitedExemptionfromComparative
IFRS 7 Disclosures” (applicable as
of 1 July 2010). This amendment is
not yet endorsed by the European
Commission.
-IFRS 1, “Additional Exemptions for
First-time Adopters” (applicable as
of 1 January 2010). This amendment
is not yet endorsed by the European
Commission.
-Amendments to IFRS 2, “Group
Cash-settled Share-based Payment
Transactions”, including incorporation
ofIFRIC8andIFRIC11.Theeffective
date of this amendment is 1 January
2010. This amendment will have no
impactonthefinancialstatementsof
theGroup.
-IFRS3,“BusinessCombinations”(applicable to business combinations for
which the acquisition date is on or
after the beginning of the first financial year, beginning on or after 1 July
2009). This standard replaces IFRS
3 “Business Combinations” as issued
in2004.TheGroupbelievesthatthe
mostimportantmodificationtoIFRS3
which may have a material effect on
the consolidated financial statements
is the amended treatment of step-up
acquisitions.Asthismayhaveaninfluenceonthetreatmentoffutureacquisitions,itisnotpossibleatthistimeto
estimateitsimpact.
-IFRS 9: (published in November
2009,effectivedate1January2013),
“Financial Instruments”. The new
standardmainlyreducesthecomplexity of the classification and measurementoffinancialassets.Thestandard
is not yet endorsed by the European
Union.TheGroupdoesnotexpectan
impactonthefinancialstatements.
-Amendments to IAS 39 and IFRIC 9,
“Embedded Derivatives” (applicable
forannualperiodsthatstartonorafter
1July2009)relatestothetreatment
of derivatives when the host contract
isreclassified.Thisamendmenthasno
impactonthefinancialstatementsof
theGroup.
-AmendmentofIFRIC14,“Prepayments
of a Minimum Funding Requirement”
(applicableasof1January2011).This
amendmentisnotyetendorsedbythe
European Commission. The amendment has no impact on the financial
statementsoftheGroup.
-IFRIC16,“HedgesofaNetInvestment
in a Foreign Operation” (effective for
annualperiodsasof1January2009),
concerningtheaccountingforforeign
exchange risks in the context of the
translation of financial statements of
foreign operations. This interpretation
isnotexpectedtohaveanimpacton
thefinancialstatementsoftheGroup.
-IFRIC 17, “Distributions of Non-cash
Assets to Owners” (applicable for
annual periods that start on or after
1July2009),isnotapplicabletothe
financial statements of the Group for
themoment.
Colruyt store
in Ben-Ahin
62
8.1 Principles for the presentation and preparation
of the consolidated financial statements
Part 7: Financial Report
-IFRIC 18, “Transfer of Assets from
Customers” (applicable for transfers
on or after 1 July 2009) is not applicabletothefinancialstatementsofthe
Group.
were amended by 1,6 million euro for
thefinancialyear2008/09.
-IFRIC 19, “Extinguishing Financial
LiabilitieswithEquityInstruments”(applicableforannualperiodsthatstarton
orafter1July2010).Thisinterpretation
is not yet endorsed by the European
Commission.
As of the financial year 2009/10, the
reimbursements from suppliers in relation to rebates given by the Group to
clientsarepresentedasadeductionof
“Cost of sales”. The rebates granted to
customersarepresentedasadeduction
of “Revenue”. These line items are adjusted by 48,5 million for the financial
year 2008/09. There is no impact on
“Grossprofit”.
-Thefollowingstandardsandinterpretationswereamendedduetothesecond
publicationofanannualimprovements
standard:IFRS2,IFRS5,IFRS8,IAS1,
IAS 7, IAS 17, IAS 18, IAS 36, IAS 38,
IAS39,IFRIC9andIFRIC16.Theimprovements that relate to the revised
IFRS3areapplicableasof1July2009;
theotherimprovementsareapplicable
as of 1 January 2010. None of these
amendments will have a significant
impact on the financial statements of
theGroup.
-Thefollowingstandardsandinterpretations were amended due to the third
publication of an annual improvementsstandard:IFRS1(effectivedate
1January2011),IFRS3(effectivedate
1July2010),IFRS7(effectivedate1
January2011),IAS1(effectivedate1
January 2011), IAS 27 (effective date
1 July 2010), IAS 34 (effective date
1 January 2011), IFRIC 13 (effective
date 1 January 2011). This standard
is not yet endorsed by the European
Commission. None of these amendments will have an impact on the financialstatementsoftheGroup.
The following accounting policies are
appliedconsistentlytoallfinancialyears
presented in these consolidated financialstatements.
However, as of the financial year
2009/10theGroupdecidedtopresent
thebenefitsgiventoemployeesinrelationtotheannualsharecapitalincrease
reserved for employees, as employee
benefits.Asaresultofthischangeinaccountingpolicythelineitems“Employee
benefit expenses” and “Total equity”
The Group decided to make two
changesinpresentation:
As of the financial year 2009/10, the
intangibleassetsinconstruction,including internally developed software, are
presented in the line item “Intangible
assets”.Sincetheseitemswereformerly
presentedin“Property,plantandequipment” a reclassification of 7,6 million
eurowasperformedforthecomparative
financialyear2008/09.
intheconsolidatedfinancialstatements
from the date that control effectively
commences until the date that control
effectivelyceases.
b.Associates
Associates are those entities in which
the Group has significant influence on
financial and operational policies but
whichitdoesnotcontrol.
Associates are incorporated into the
consolidated financial statements accordingtotheequitymethodfromthe
date on which the significant influence
beginsuntilthedateonwhichthesignificant influence ceases. When the
Group’s share of the associate losses
exceeds the carrying amount of the
Group’s interests in the associate, the
carryingamountisreducedtonilinthe
Group's balance sheet and no further
lossesaretakenintoaccount,exceptto
theextentthattheGrouphasincurred
obligationsinrespectofthatassociate.
8.1.3.Consolidationprinciples
The parent company Etn. Fr. Colruyt
N.V. - hereinafter referred to as the
“Company”–togetherwithitssubsidiariesconstitutestheGroupColruyt–hereinafterreferredtoasthe“Group”.
Theconsolidatedfinancialstatementsof
the Group include the accounts of the
Company, the accounts of the subsidiaries and the investment of the Group
inassociatedentitiesandjointventures.
Intra-group transactions and accounts
areeliminated.
c.JointVentures
Jointventuresarethoseentitiesinwhich
the Group has joint control and where
suchcontrolisestablishedbyanagreement.
Joint control implies that the venture’s
financialandoperationalpolicyisimplementedwiththeunanimousconsentof
allpartieswhichsharethecontrol.The
Group’s interests in joint ventures are
accountedforusingtheequitymethod,
fromthedatethatjointcontrolfirstexists
untilthedateitceases.
a.Subsidiaries
Subsidiaries are those entities over
whichtheCompanyhascontrol.Control
existswhentheCompanyhasthepower
to govern an entity’s financial and operational policy, directly or indirectly,
in order to obtain benefits from that
entity’s activity. In assessing whether
control exists, account is taken of potential voting rights that are exercisable
orconvertibleatthattime.Thefinancial
statements of subsidiaries are included
d.Transactionseliminatedin
consolidation
Intra-group balances and transactions,
including unrealised profits on intragrouptransactions,areeliminatedwhen
draftingtheconsolidatedfinancialstatements.
63
8.1 Principles for the presentation and preparation
of the consolidated financial statements
Part 7: Financial Report
OKay store
in Meeuwen
Unrealisedgainsfromtransactionswith
associates are eliminated in proportion
totheGroup’sinterestintheassociate
and/orjointventure.Unrealisedlosses
are eliminated in the same way as unrealisedgains,exceptthattheyareonly
eliminatedtotheextentthatthereisno
evidenceofimpairment.
holders’ equity, under “Translation of
foreignoperations”in“Otherreserves”.
e.Financialstatementsofforeign
companiesinforeigncurrency
Subsequently all monetary assets and
liabilitiesdenominatedinforeigncurrenciesaretranslatedattheclosingrateat
thebalancesheetdate.
ToconsolidatetheGroupandeachofits
subsidiaries,thefinancialstatementsof
theindividualsubsidiariesaretranslated
intoeuroasfollows:
-assetsandliabilitiesattheclosing
exchangerateatthebalancesheet
date
-income,expensesandcashflows
attheaverageexchangeratefor
thereportingperiod(whichapproximatestheexchangerateatdateof
transaction)
-componentsofshareholders’equity
atthehistoricalexchangerate
Exchange rate differences arising from
the translation of net investments in
foreign subsidiaries, associates and
jointventuresattheyear-endexchange
rate are recorded as part of share-
64
8.1.4.Otheraccountingpolicies
a.Goodwill
f.Foreigncurrencytransactions
Transactions in foreign currencies are
translatedtoeuroattheexchangerate
prevailingatthedateofthetransaction.
Gainsandlossesresultingfromthesettlementofforeigncurrencytransactions,
and from the translation of monetary
assets and liabilities denominated in
foreigncurrencies,arerecognisedinthe
incomestatement.
Non-monetary assets and liabilities denominated in foreign currencies and
valued on an historic cost basis are
translated at the exchange rate at the
transaction date. Non-monetary assets
and liabilities in foreign currencies at
fairvaluearetranslatedintoeuroatthe
exchangerateapplicableatthedateon
whichthefairvaluewasdetermined.
All business combinations are accountedforbyapplyingthepurchasemethod.
Goodwill represents the excess of the
cost of an acquisition of subsidiaries,
associates,jointventures,businessentitiesorindividualpointsofsaleoverthe
Group’sinterestinthefairvalueofthe
identifiableassetsacquiredandliabilities
andcontingentliabilitiesassumedatthe
acquisitiondate.
Intheeventofasubsequentacquisition
ofnon-controllinginterests(aftercontrol
wasacquired),thetransactionwillberecorded in equity and no new valuation
of identifiable assets and liabilities on
thedateofpurchaseofthenon-controllinginterestsisperformed.
In respect of associates, the carrying
amount of goodwill is included in the
carryingamountoftheinvestmentinthe
associatedcompany.
Inrespectofacquisitionspriorto1April
2004, goodwill represents the amount
recognised under the Group’s previous
accounting framework (Belgian GAAP).
8.1 Principles for the presentation and preparation
of the consolidated financial statements
Part 7: Financial Report
From 1 April 2004, goodwill relating to
business combinations with an acquisition date before 31 March 2004 is no
longeramortisedbuttestedannuallyfor
anyimpairmentlosses.
Inordertotestforimpairment,goodwill
isallocatedtocashgeneratingunits.At
least once a year, all cash generating
unitsarereviewedforindicationsofimpairment.
Once recognised, impairment of goodwillcannotbereversed.
Ifthecostofanacquisitionofsubsidiaries, associates, joint ventures, business
entities or individual points of sale is
lessthantheGroup’sinterestinthefair
valueoftheidentifiableassetsacquired
andliabilitiesassumedattheacquisition
date,againarisingfromtheacquisition
isimmediatelyrecognisedintheincome
statementofthereportingperiod.
b.IntangibleAssets
Research and development
Expenses from research activities are
recognised in the income statement
whenincurred.
Expenditure on development activities
where the findings are used for a plan
or design intended for the production
of new or substantially improved productsorprocesses,arecapitalisedifthe
product or process is technically and
commercially feasible and the Group
has sufficient resources available to
completedevelopment.
Thecapitalisedexpenditureincludesthe
cost of materials, direct labour and an
appropriate proportion of overheads.
Development costs that do not satisfy
these conditions are recognised in the
incomestatementwhenincurred.
Capitaliseddevelopmentexpenditureis
statedatcostlessaccumulatedamortisationandimpairmentlosses.
Other intangible assets
Otherintangibleassetsarerecognisedat
costlessaccumulatedamortisationand
impairmentlosses.
Subsequent expenditure
Subsequent expenditure on intangible
assetsiscapitalisedonlywhenthecost
to be capitalised can be reliably determinedandtheexpenditureresultsina
future economic benefit. All other expenditureisexpensedasincurred.
Amortisation
Intangibleassetswithafiniteusefullife
are subject to straight-line amortisation
over their estimated useful lives if the
usefullifeisnotindefinite.Amortisation
ofintangibleassetsbeginswhenassets
arereadyforuse.
Intangible assets that are not yet ready
for use and intangible assets with an
indefinite useful live are tested for impairmentatleastannuallyandwhenever
thereisanindicationtheassetmaybe
impaired.
Asforotherintangibleassets,theGroup
makes a distinction between licences,
patents, and rights of use and other
intangible assets. This distinction is expressed in a different economic life for
eachtypeofintangibleassetasfollows:
-licences,patents:durationofthe
periodoflegalprotection
-rightsofuse:contractuallydefined
period
If there is no explicit economic life laid
down for these types on acquisition,
theywillbeamortisedoveraperiodof3
to5years,asanyotherintangibleasset.
andtheusefullifearereviewedannually
andamendedifnecessary.
The Group has opted to recognise
capitalgrantsasadeductiontothecost
ofproperty,plantandequipment.These
grants are taken into income over the
usefullifeoftheassetbywayofreductionofthedepreciationcharge.
Subsequent expenditure
Costs for the repair or replacement of
a component of property, plant and
equipmentarecapitalisedprovidedthat
thecosttobecapitalisedcanbereliably
determined and that the expenditure
will result in a future economic benefit
created.Costswhichdonotmeetthese
conditionsarerecognisedintheincome
statementwhenincurred.
Depreciation
Property, plant and equipment are
subject to straight line depreciation in
theincomestatementbasedontheestimatedusefullifeofeachcomponent.
Assets with an indefinite useful life are
notdepreciated.
The estimated useful lives are defined
asfollows:
-Land:indefinite
-Buildings:20to45years
-Fixtures:10to15years
-Fittings,machineryequipment,
furnishingsandvehicles:
5to15years
-Informationprocessingequipment:
3to5years
When property, plant and equipment
consist of components with differing useful lives, these are recorded as
separateitemsunderproperty,plantand
equipment.
c.Property,plantandequipment
Owned assets
Property, plant and equipment are recordedatcostlessaccumulateddepreciationandimpairmentlosses.Thecost
ofself-constructedassetsincludesdirect
labourcostsinadditiontothedirectcost
ofmaterialandareasonableproportion
ofindirectmanufacturingcosts.Thedepreciation method, the residual value
d.Leaseagreements
Financial lease agreements where the
risks and benefits connected with the
leased asset are almost fully transferredtotheGroup,arerecordedinthe
balance sheet as property, plant and
equipment at the lesser of the asset’s
65
Part 7: Financial Report
8.1 Principles for the presentation and preparation
of the consolidated financial statements
fair value and the present value of the
minimumleasepayments.
Investmentsinfinancialinstrumentsare
recognisedatthetransactiondate.
Whenownershipiscertainlytransferred
at the end of the contract, the leased
assets are depreciated over the same
periodoftimeasanequivalentowned
asset; otherwise they are depreciated
over the duration of the lease agreement.
Loans and receivables
Loans and receivables are non-derivative financial instruments with fixed or
determinable payments that are not
quotedinanactivemarket.Thesefinancial assets are measured at amortised
costusingtheeffectiveinterestmethod,
after deductions for impairments.
Impairment losses are recognised in
the income statement if the carrying
amountexceedstherealisablevalue.
Leases are classified as an operating lease if the arrangement does not
transfer substantially all the risks and
rewardsincidentaltoownership.Lease
paymentsunderanoperatingleaseare
recognisedasanexpenseonastraightlinebasisovertheleaseterm.
e.Financialassets
TheGroupclassifiesitsfinancialassets
atinception.Allfinancialinstrumentsof
theGrouparenon-derivatives.
Non-current investments
Non-currentinvestmentsinclude,shares
heldinentitieswhicharenotsubsidiaries,associatesorjointventures.
These investments are initially recognisedatcost,whichisthefairvalueof
theconsiderationpaidtogetherwiththe
transactioncostsrelatedtotheacquisition.Theseinvestmentsareclassifiedas
financialassetsavailableforsale.After
initial recognition the investments are
measured at fair value if the fair value
isreliablydeterminable.Itthefairvalue
cannot be reliably determined, the investmentismeasuredatcost.
Changesinthecarryingamountofthese
investmentswhicharenottheresultof
an impairment loss are recognised immediately in equity. For investments in
equityinstrumentstheGroupstreatsa
significantorprolongeddecreaseofthe
fair value of the instrument below its
costasanindicationofimpairment.An
impairmentloss,alongwiththecumulativechangesinfairvaluerecognisedin
othercomprehensiveincome,isrecognisedinprofitorloss.
66
Short-term investments
Investments in securities held for
trading are classified as current assets
and recognised at fair value, with any
resulting gains or losses recognised in
theincomestatementwhenincurred.
Investmentsinsecuritiesarerecognised
onthedateofthetransaction.
Cash and cash equivalents
Cashcomprisescashbalancesanddemandabledeposits.
Cashequivalentscomprisetermdeposit
accountsthatcanbecalledalmostimmediatelyanddonotentailanymaterial
riskofimpairment.
Bank overdrafts are classified as shortterm liabilities and are presented net
of cash and cash equivalents for the
purposeofthestatementofcashflows.
Other trade and other receivables
Trade and other receivables are stated
attheirnominalvalue,lessappropriate
provisionsforirrecoverableamounts
f.Non-currentassetsheldforsaleand
discontinuedoperations
Whenclassifiedas”heldforsale”,assets
or disposal groups are valued at the
loweroftheircarryingamountandtheir
fair value less costs to sell. The same
appliestoanoperationthatmeetsthe
definitionofadiscontinuedoperation.
g.Impairment
Thecarryingamountofallassets,with
the exception of inventories and deferred tax assets, is reviewed at least
once a year and examined for any indications of impairment. If such indications exist, the asset’s recoverable
amountisestimated.
The recoverable amount is the higher
of the fair value less costs to sell and
thevalueinuse.Thevalueinuseisthe
present value of expected future cash
flows.Inassessingvalueinuse,theestimatedfuturecashflowsarediscounted
to their present value using a pre-tax
discount rate that reflects current
market assessments of the time value
of money and the risks specific to the
asset. For an asset that does not generatelargelyindependentcashinflows,
the recoverable amount is determined
for the cash generating unit to which
theassetbelongs.
If the recoverable amount of an asset
orofthecashgeneratingunittowhich
it belongs is lower than the carrying
amount, an impairment loss for the
amountofthedifferencewillberecognisedintheincomestatement.
A recognised impairment may be reversed if the estimates by which the
recoverable amount was determined
arechanged.Animpairmentlossisreversedonlytotheextentthattheasset’s
carrying amount does not exceed the
carryingamountthatwouldhavebeen
determined,netofdepreciationoramortisation, if no impairment loss had
been recognised. Goodwill impairment
isnotreversed.
The Group has defined a “cash generating unit” as the operational unit to
whichtheassetcanunequivocallybeallocated.Anoperationalunitcaninclude
abranchofthebusinessorabusiness
entity.
Impairmentlossesrelatingtocashgeneratingunitsarefirstdeductedfromthe
carryingamountofanygoodwillattributedtothecashgenerating(orgroupsof)
unitsandthendeductedproratafrom
8.1 Principles for the presentation and preparation
of the consolidated financial statements
Part 7: Financial Report
thecarryingamountoftheotherassets
ofthe(groupsof)units.
Impairment losses relating to assets
classified as available for sale are recognised in the income statement. The
samegoesforgainsandlossesrelated
tosubsequentrevaluations.
h.Inventories
Inventories are valued at the lower of
cost and net realisable value. The net
realisablevalueistheestimatedselling
priceinthenormalcourseofbusiness,
less the estimated completion and
sellingcosts.
Thecostofinventoriesisbasedonthe
“first in, first out” (FIFO) principle and
includesthepurchasecost,conversion
costs and costs arising from transport
and storage less discounts and compensationsreceivedfromsuppliers.
Intheeventoftheinvoicedinstalments
for construction contracts for third
parties being higher than the valuation of the stage of completion of the
project,thebalanceisrecognisedunder
tradepayables.
i.Contractsinprogress
j.Equity
Contracts in progress are valued using
thepercentage-of-completionmethod.
Capital, reserves and retained
earnings
Dividends proposed by the Board of
Directors are only recognised as liabilities after approval by the General
Meeting of Shareholders. Until such
formal approval, the proposed dividendsareincludedintheGroup’sconsolidatedequity.
Besidesallexpendituredirectlyconnected with specific projects, the cost also
includesanapportionmentofthefixed
and variable indirect costs incurred in
connectionwiththeGroup’scontracting
activities,basedonanormalproduction
capacity.
DreamBaby store
in Waterloo
67
Part 7: Financial Report
Treasury shares
As for own shares repurchased by the
Company or entities belonging to the
Group, the amount of consideration
paid, including directly attributable
costs,netoftaximpactisrecognisedas
adeductionfromequity.
Non-controlling interests
Non-controllinginterestsincludeaproportion of the fair value of identifiable
assets and liabilities recognised upon
acquisitionofasubsidiary,togetherwith
the appropriate proportion of subsequentprofitsandlosses.
Capital increase reserved for the
personnel
Employees of the Group have the opportunitysince1987tosubscribeyearly
to the capital increase of the parent
company Etn. Fr. Colruyt N.V. If certain
conditions are met, the subscribers to
thesesharescanbenefitfromreduced
taxrates.
8.1 Principles for the presentation and preparation
of the consolidated financial statements
resultofapastevent,itisprobablethat
anoutflowofresourceswillberequired
to settle the obligation, and a reliable
estimatecanbemadeoftheamountof
theobligation.
The amount recognised as a provision
isthebestestimateoftheexpenditure
requiredtosettlethepresentobligation
atthebalancesheetdate.
If the effect is material, provisions are
determined by discounting the expected future cash flows at a pre-tax rate
thatreflectscurrentmarketassessments
ofthetimevalueofmoney.
Restructuringprovisionsarerecognised
when the Group has approved a detailed,formalisedrestructuringplanand
has made a start on restructuring or
madeitpubliclyknown.
Environmental provisions are booked
in accordance with statutory duties on
onehandandenvironmentalpolicydevelopedbytheGroupontheother.
k.Provisions
Provisionsarerecognisedinthebalance
sheet when the Group has a present
obligation (legal or constructive) as a
Provisionsforwarrantiesarerecognised
inrespectofthatpartofproductssold
that was still under warranty at the
balance sheet date and based on his-
torical figures relating to repair and replacement.
Aprovisionforonerouscontractsisrecognisedwhentheexpectedbenefitsto
bederivedbytheGroupfromacontract
arelowerthantheunavoidablecostof
meeting its obligations under the contract.
l.Personnelcostsandotheremployee
benefits
Post employment benefits : defined
contribution plans
The Group’s pension plans involve
defined contribution plans. Defined
contributionplansinBelgiumarelegally
required to guarantee a minimum
return.Totheextentthatthelegalreturn
guaranteeisadequatelycoveredbythe
insurance company, the Group has no
furtherpaymentliabilitytowardstheinsurance company beyond the pension
contributions included in the income
statementfortheyearinwhichtheyare
owed. In this event pension plans are
treated as fixed contribution pension
plans.
Bio-Planet store
in Brugge
68
8.1 Principles for the presentation and preparation
of the consolidated financial statements
Part 7: Financial Report
Termination benefits (early
retirement pensions)
These benefits have to be paid if the
Groupdecidestoterminateanemployee’s employment before the normal
retirement date or if the employee
decidestoacceptvoluntaryredundancy
in exchange for those benefits. These
termination benefits are recognised at
their estimated cost over the service
period.Theamountsrecognisedinthe
incomestatementconsistofthetermination cost related to the current and
previousserviceperiodsandtherelated
interest costs. The pension liability in
the statement of financial position is
measured at the present value of the
expectedfuturecashoutflowsusingthe
marketyieldsonhighqualitycorporate
bonds with a term that is close to the
estimated term of the pension obligation. The liability takes into account
thepopulationofemployeesforwhich
usingtheearlyretirementpossibilitycan
bereliablyassumed.
Thesetransactionsarerecognisedatfair
value.
Actuarial gains and losses include the
impactofeffectsofdifferencesbetween
thepreviousactuarialassumptionsand
what has actually occurred and the
effectsofchangesinactuarialassumptions. All actuarial gains and losses are
recognised immediately in other comprehensiveincome.
Revenue from the sale of goods
Therevenuefromthesaleofgoodsis
recognised in the income statement
if the significant risks and rewards of
ownership have been transferred, if
the Group retains neither continuing
managerial involvement to the degree
usually associated with ownership nor
effectivecontroloverthegoodssold,if
the amount of revenue can be measured reliably, if it is probable that the
economic benefits associated with the
transactionwillflowtotheentityandif
the costs incurred or to be incurred in
respectofthetransactioncanbemeasured reliably. Revenue is measured at
the fair value of the consideration receivedorreceivable.Discountcoupons
issued by suppliers and remitted by
clients are treated as an instrument of
paymentandrecognisedassuchinthe
statementoffinancialposition.
Other long-term employee benefits
Other long-term employee benefits –
including seniority payments - are recognisedattheamountoftheiranticipatedcostovertheperiodofemployment.
Theobligationsaregenerallyrevaluated
annually whereby any profits or losses
are immediately expensed when incurred.
Profit sharing
In accordance with the law of 22 May
2001 concerning employee shares in
capital and profit of the entities, the
Group gives its personnel, based in
Belgium, the choice to receive profitsharing either in shares or in cash. If
certain conditions are met the shares
distributed in this context can benefit
fromreducedtaxrates
Discounts on share capital increases
Inaccordancewithart.609oftheLaw
on Corporations, the Group gives a
discounttoitsemployeesonitsyearly
share capital increase reserved for its
employees. This discount is presented
asanemployeecostintheperiodofthe
sharecapitalincrease.
m.Financialliabilities
All financial liabilities of the Group are
non-derivatives and are measured at
amortised cost. These liabilities are
presented in “Interest-bearing loans
and borrowings”, “Trade payables” and
“Otherliabilities”inthestatementoffinancialposition.
n.Revenuerecognition
Revenue from services rendered
Revenuefromservicesrenderedisrecognised by reference to the stage of
completionofthetransactionwhenthis
canbemeasuredreliably.
Rental income
Rental income is recognised in the
income statement on a straight-line
basisoverthetermofthelease.
Financial income
Financial income relates to dividends and interest on invested funds.
Dividendsarerecognisedintheincome
statement when the shareholder’s
righttoreceivepaymentisestablished.
Interestincomeisrecognisedwhenacquired and over the period to which it
relates.
Positive discounting effects of non-currentprovisionsarerecognisedasfinancialincome.
o.Expenses
Reimbursements by suppliers
Reimbursements by suppliers are recognisedasadeductionfromexpenses.
If such reimbursements are received
specifically for well-defined publicity
expenses incurred, they are deducted
fromthoseparticularexpenses.Inother
cases they are recognised as a deductionfromcostofgoodssold.
Rental payments
Operating lease payments are recognised in the income statement on a
straight-line basis over the term of the
lease.
Financial expenses
Financialexpensescompriseintereston
borrowingsandinterestonrepayments
offinancialleases.Allfinancialexpenses
arerecognisedatthetimeatwhichthey
arise.
Theunwindingofthediscountonnoncurrentprovisionsisrecognisedasafinancialexpense.
p.Taxes
Taxesonprofitorlossforthereporting
period comprise current (payable and
deductable)anddeferredtaxesandare
presented in accordance with ”IAS 12,
Income Taxes”. Taxes are presented in
69
Part 7: Financial Report
profitorloss,exceptfortaxesthatrelate
to transactions that are recognised in
othercomprehensiveincomeordirectly
inequity.
Currenttaxistheexpectedtaxpayable
onthetaxableincomeoftheyear,using
taxrates(andtaxlaws)thathavebeen
substantiallyenactedattheendofthe
reportingperiod,andanyadjustmentto
taxpayable(orreceivable)inrespectof
previousyears.
Deferred tax is calculated using the
balance sheet method, providing for
temporarydifferencesbetweenthecarryingamountofassetsandliabilitiesfor
financial reporting purposes and the
amounts used for taxation purposes.
The following temporary differences
Spar Express store
in Aalst
70
8.1 Principles for the presentation and preparation
of the consolidated financial statements
arenotprovidedfor:theinitialrecognition of goodwill, the initial recognition
ofassetsorliabilitiesthataffectneither
accounting nor taxable profit and the
differences relating to investments in
subsidiariestotheextentthattheywill
probablynotreverseintheforeseeable
future.
The amount of deferred tax provided
is based on the expected manner of
realisation or settlement of the carrying amount of assets and liabilities,
usingtaxratesenactedorsubstantially
enactedatthebalancesheetdate.
Adeferredtaxassetisrecognisedonlyto
theextentthatitisprobablethatfuture
taxable profits will be available against
which the deductible temporary differ-
ences, unused tax losses and credits
canbeutilised.Deferredtaxassetsare
reducedtotheextentthatitisnolonger
probablethattherelatedtaxbenefitwill
berealised.
Additionalincometaxesthatarisefrom
thedistributionofdividendsarerecognisedatthesametimeastheliabilityto
paytherelateddividend.
q.Transferpricing
Transactions between subsidiaries, associates, joint ventures and therefore
alsobetweensegmentsareconducted
atarm’slength.
Part 7: Financial Report
8.2. Segment information
AfterapplicationofIFRS8,“Operating
segments” the operating segments of
theGrouparestillbusinesssegments,
identified in accordance with the
natureoftheactivities.
The transition from IAS 14, “Segment
reporting”, to IFRS 8, “Operating segments”, had a limited impact on the
Group. Comparative information was
amended. Next to the information on
the operational segments, the Group
also gives geographic information on
theregionsinwhichithasactivities.
8.2. Segment information
Theresultsoftheoperatingsegments
are analysed based on operating
results(EBIT)andoperatingcashflows
(EBITDA).
Capitalexpenditurecontainstheacquisitionofproperty,plantandequipment
andofintangibleassetswithanexpectedusefullifeofmorethanoneyear.
Financialresultsandincometaxesare
managedatGrouplevelandarenotallocatedtothesegments.
The operating segment information
and the Group’s financial statements
canbereconciledbyaddingtheinformationinthedifferentoperationalsegmentswiththenon-allocatedelements
(including corporate staff activities)
andeliminatingthetransactionswithin
theGroup.
The assets of the operating segments
contain mainly goodwill, intangible
assets,property,plantandequipment,
inventories and trade receivables.
Colruyt store in
Poligny (France)
IFRS 8, “Operating segments” gives
guidelines for the financial reporting
on the following operating segments
oftheGroup:Retail,Wholesale&foodserviceandOtheractivities.
The Group did not identify other segmentsapartfromtheaforementioned
operatingsegments.
Corporateactivitiessupportingthedifferentdivisionsanddeliveringservices
to the different brands of the Group
includeamongstothersmarketing-and
communication,IT,humanresources,
financial and other corporate services.
Theseactivitiesarepresentedasanonallocatedcomponent.
8.2.1Operatingsegments
Retail: stores under the Group’s own
managementthatsupplyretailcustomersdirectly.
Wholesaleandfoodservice:supplyto
wholesalers,bulkconsumersandaffiliatedindependentmerchants.
Other activities: gas stations, printing
and engineering activities and alternativeenergy.
Theresults,assetsandliabilitiesofan
operationalsegmentcontainelements
whicharedirectlyattributableorwhich
arereadilyattributabletothesegments.
As the investments in Belwind and
Eldepascoareinvestmentsinoffshore
windparks,theyarepartofthecomponent“Alternativeenergy”andreported
under the operating segment “Other
activities”.
The Group is not obliged to present
information about major customers,
since the threshold for reliance on
majorcustomersisnotexceeded.
8.2.2Geographicalinformation
Non-allocated assets contain investments, cash and cash equivalents,
interest-bearingloans,VATreceivables,
tax assets and investments in associates(whichhavenoactivitiessimilarto
theoperatingsegments).
Theliabilitiesoftheoperatingsegments
contain mainly provisions, employee
benefitliabilitiesandtradepayables.
Non-allocated liabilities consist mainly
ofinterestbearingliabilitiesandtaxand
VATliabilities.
As clients are serviced in their own
geographical areas, the geographical
informationisbasedonthelocationof
theCompanyandthesubsidiaries.
Thegeographicalinformationcontains
the contribution of entities based on
the different countries in which they
are domiciled. The geographical information contains all entities: entities
withoperationalactivitiesaswellasentitieswithcorporatestaffactivities.
The number of employees in FTE
contains only employees with fixed
employee contracts. Directors, interim
personnel, consultants and students
working under specific student conditions are not included in full time
equivalents.
71
Part 7: Financial Report
8.2. Segment information
Geographicalassetsconsistofgoodwill,property,plantandequipmentandintangibleassets.
Belgium: wheretheCompanyandalotofthesubsidiarieshaveestablishedtheirheadquarters.Theseentitiesperformoperational
aswellascorporateactivities.
France:wheretheFrenchholdingcompanyanditssubsidiarieshaveestablishedtheirheadquarters.SimilartotheBelgianentities,
theseentitiesperformoperationalaswellascorporateactivities.
Other:theentitiesintheNetherlands,theUnitedKingdom,GrandDuchyofLuxembourg,GermanyandIndia.ThepackagingspecialistMundipackB.V.(TheNetherlands),theengineeringactivitiesofDimacoUKLtd(UnitedKingdom),thereinsurancecompany
LocréS.A.(GrandDuchyofLuxembourg)andtheinternalITsupplierColruytITIndiaLtd(India)arethemostimportantactivities
withinthis“Other”geographicalsegment.
(in million EUR)
Revenue(1)(2)
EBITDA
Operatingprofit(EBIT)
Shareofresultsofassociates
Retail
2008/09
Wholesaleand
foodservice
2008/09
Other
activities
2008/09
Operating
segments
2008/09
4.879,1
484,2
394,8
0,0
1.082,1
27,8
17,1
0,0
453,1
16,7
8,8
0,0
6.414,4
528,7
420,6
0,0
Segmentassets
ofwhichinvestmentsinassociates Segmentliabilities
1.501,3
0,0
855,9
322,0
0,0
173,9
68,3
0,0
57,4
1.891,6
0,0
1.087,2
Capitalexpenditure
Amortisation,depreciationandimpairmentofnon-currentassets 190,4
89,4
13,6
10,7
10,6
7,9
214,6
108,1
15.138
2.269
375
17.782
Numberofstaffemployed(FTE)onbalancesheetdate
(in million EUR)
Revenue(1)
EBITDA
Operatingprofit(EBIT)
Shareofresultsofassociates
Netfinancingincome
Incometaxexpense
Operating
segments
2008/09
Transactions
between
operating
segments
2008/09
Un-
allocated
Consolidated
2008/09
2008/09
6.414,4
528,7
420,6
0,0
(153,2)
0,0
0,0
0,0
0,0
18,7
9,6
(2,3)
3,4
(126,8)
6.261,1
547,4
430,2
(2,3)
3,4
(126,8)
304,4
0,1
304,4
Totalassets
1.891,6
(18,1)
488,7
2.362,1
Totalliabilities
1.087,2
(18,2)
194,3
1.263,3
Capitalexpenditure
Amortisation,depreciationandimpairmentofnon-currentassets 214,6
108,1
(1,4)
0,0
17,3
9,1
230,5
117,2
17.782
-
1.682
19.464
Profitforthefinancialyear
Attributable to:
Non-controllinginterests
Ownersoftheparent
Numberofstaffemployed(FTE)onbalancesheetdate
(1) Figures for the financial year 2008/09 have been changed as disclosed in note 8.1. Principles for the presentation and preparation of the consolidated financial statements.
(2) Figures for the financial year 2008/09 have been adjusted due to a presentation error.
72
Part 7: Financial Report
(in million EUR)
8.2. Segment information
Revenue
EBITDA
Operatingprofit(EBIT)
Shareofresultsofassociates
Retail
2009/10
Wholesaleand
foodservice
2009/10
Other
activities
2009/10
Operating
segments
2009/10
5.212,0
520,4
425,6
0,0
1.212,3
35,5
22,7
0,0
464,0
18,6
8,6
(1,6)
6.888,2
574,5
456,9
(1,6)
Segmentassets
ofwhichinvestmentsinassociates Segmentliabilities
1.724,5
0,0
962,5
357,5
0,0
200,8
140,7
22,9
59,5
2.222,8
23,0
1.222,8
Capitalexpenditure
Amortisation,depreciationandimpairmentofnon-currentassets 268,5
94,8
10,4
12,8
19,9
10,0
298,8
117,6
16.341
2.509
410
19.260
Numberofstaffemployed(FTE)onbalancesheetdate
(in million EUR)
Revenue
EBITDA
Operatingprofit(EBIT)
Shareofresultsofassociates
Netfinancingincome
Incometaxexpense
Operating
segments
2009/10
Transactions
between
operating
segments
2009/10
Unallocated
2009/10
Consolidated
2009/10
6.888,2
574,5
456,9
(1,6)
(135,6)
(0,0)
(0,0)
0,0
0,0
25,5
13,1
0,9
6,0
(145,8)
6.752,6
600,0
469,9
(0,7)
6,0
(145,8)
Netprofit(shareoftheGroup) 329,5
(0,1)
329,6
Totalassets
2.222,8
(73,3)
482,9
2.632,4
Totalliabilities
1.222,8
(73,2)
230,4
1.380,1
Capitalexpenditure
Amortisation,depreciationandimpairmentofnon-currentassets 298,8
117,6
(0,6)
0,0
19,9
12,4
318,2
130,0
19.260
-
1.889
21.149
Attributable to:
Non-controllinginterests
Ownersoftheparent
Numberofstaffemployed(FTE)onbalancesheetdate
Geographicalinformation
Belgium
(in million EUR)
Revenue
Geographicalassets
Capitalexpenditure
Numberofstaffemployed
(FTE)onbalancesheetdate
France
Others
2009/10
2008/09
2009/10
2008/09
2009/10
5.965,1
1.214,1
291,2
5.598,9
1.007,5
210,2
774,7
130,8
24,3
650,6
111,8
18,5
12,8
5,3
2,6
18.610
17.270
2.316
2.028
223
Total
2008/09
2009/10
2008/09
11,7
6,4
2,0
6.752,6
1.350,2
318,2
6.261,1
1.125,7
230,6
166
21.149
19.464
73
Part 7: Financial Report
8.3. Revenue and gross profit
(in million EUR)
Revenue
Costofgoodssold
Grossprofitmargin
As%ofrevenue
2009/10
2008/09(1)
6.752,6
(5.061,9)
6.261,1
(4.714,3)
1.690,7
1.546,8
25,0%
24,7%
(1) Figures for the financial year 2008/09 have been changed as disclosed in note 8.1. Principles for the presentation and preparation of the consolidated financial statements.
8.3.1Revenuepercashgeneratingunit
(in million EUR)
2009/10
2008/09(1)
ColruytStores
OKayandBio-Planet
DreamLand,DreamBabyanddream
StoresinFranceundercompany’sownmanagement(2)
Othersupermarkets
4.409,3
352,0
196,2
149,4
31,9
4.146,5
295,2
176,4
134,2
36,2
Transactionswithotheroperatingsegments
73,1
90,6
Retail
5.212,0
4.879,1
Belgium
France(2)
610,2
586,7
583,5
480,0
Transactionswithotheroperatingsegments
15,4
18,6
WholesaleandFoodservice
1.212,3
1.082,1
DATS24BelgiumandFrance(2) Printinganddocumentmanagementsolutions
Engineeringactivities
Other
373,3
14,9
27,5
1,2
372,8
12,7
23,7
-
Transactionswithotheroperatingsegments
47,2
44,0
Otheractivities
464,0
453,1
Totaloperatingsegments
6.888,2
6.414,4
(135,6)
(153,2)
6.752,6
6.261,1
Transactionswithoperatingsegments
Consolidated
(1) Figures for the financial year 2008/09 have been changed as disclosed in note 8.1. Principles for the presentation and preparation of the consolidated financial statements.
(2) Figures for the financial year 2008/09 have been adjusted due to a presentation error.
74
Part 7: Financial Report
8.4. Other operating income and expense
(in million EUR)
Rentalincome
Gainsfromthedisposalofnon-currentassets
Remunerationforservicesrendered Other
Totalotheroperatingexpenses (in million EUR)
Totalotheroperatingexpenses 2009/10
2008/09
5,8
3,2
31,9
7,0
5,7
5,0
30,5
8,7
47,9
49,8
Operatingtaxes
Propertywithholdingtax
Lossesondisposalofnon-currentassets
Other
2009/10
2008/09
10,6
5,1
5,4
4,0
9,5
5,1
6,3
0,6
25,1
21,4
"Remunerationofservicesrendered"containsmainlyservicesdeliveredforthirdpartiesandcompensationsforclaimsreceived.
8.5. Services and miscellaneous goods
(in million EUR)
Rentalandrentrelatedexpenses(realestateandequipment)
Maintenanceandmajorrepairs
Utilitysupplies
Transportcosts
Fees
Telecommunication,postal,administrativeandICTcosts
Insurancecosts
Formationandtrainingexpenses
Other
Totalservicesandmiscellaneousgoods
2009/10
2008/09
38,0
39,2
30,2
74,4
14,8
28,8
5,2
3,6
14,0
33,3
39,9
30,2
73,0
11,0
27,4
4,9
3,4
15,5
248,5
238,6
8.6. Employee benefit expenses
(in million EUR)
Wagesandsalaries
Socialsecuritycontributions
Contributionstodefinedcontributionplans
Earlyretirementandotherpensionrelatedcosts Profit-sharingschemesforemployees
Subscriptiondiscountoncapitalincreaseforpersonnel
Consultantsandinterimpersonnel Otherpersonnelcosts
Compensatoryamounts
2009/10
2008/09
651,2
161,0
7,7
3,3
25,8
2,2
24,1
30,1
(41,6)
589,2
148,4
5,0
4,4
23,6
1,6
27,1
26,4
(37,7)
863,8
788,0
NumberofemployeesinFTEonbalancesheetdate
21.149
19.464
Totalemployeebenefitexpenses
75
Part 7: Financial Report
8.6. Employee benefit expenses
Termination benefits (early retirement)
The possibility to retire early, as it exists within the Group for employees of Belgian entities, is based on the Belgian regulation relating to early retirement pensions. The early retirement plan and the conditions regarding the required age and performed service period are described in a Collective Employment Agreement (Collectieve Arbeidsovereenkomst/Convention
CollectiveduTravailorCEA/CAO/CCT),morespecificinCAOnr.17,asestablishedbytheNationalLabourCouncil(Nationale
Arbeidsraad/Conseil National du Travail). Other Collective Employment Agreements negotiated by the National Labour
Council or within the Group for specific entities or industries may be applicable, but have similar benefits as CAO nr 17.
AsaresultoftheseCollectiveEmploymentAgreementsaprovisionwasrecognisedforearlyretirementbenefitsinaccordancewith
IAS19“EmployeeBenefits”.Theprovisionisbasedontheexpectedcostovertheserviceperiod.Actuarialgainsandlossesare
recognisedinothercomprehensiveincome.
Profit-sharing by employees
Inaccordancewiththelawof22May2001regardingtheparticipationinthesharecapitalandintheprofitofentities(Belgian
OfficialJournal9June2001),asystemofprofitsharinghasbeenestablishedwiththesocialpartners.
Capital increase restricted to employees
TheGroupoffersitsemployeestheopportunitytosubscribetotheannualincreaseofcapitaloftheparentcompanyEtn.Fr.Colruyt
N.V.Adiscountonthiscapitalincreaseisgrantedinaccordancewithart.609oftheLawontheEntities.Forthelastcapitalincrease
2.491employeessubscribedto101.379shares,whichisacapitalcontributionofEUR13,7million.ThediscountgrantedwasEUR
2,3million.TheGroupdecidedtorecognisethisdiscountasanemployeebenefitandtorestatethecomparativeinformation.
Therefore,thecomparativenumberwaschangedbyEUR1,6million.
Numberofsharessubscribed
Discountpershare(inEUR)
Totaldiscount(inEUR)
2009/10
2008/09
101.379
22,2
65.890
24,6
2.250.614
1.621.553
Compensatory amounts
Employeebenefitexpenses-itemsareshownfreeofcompensatoryamounts.Compensatoryamountsrelatemainlytocapitalised
employeecostsforfixedassetproducedbytheGroup.
Number of employees
Thenumberofemployeesinfulltimeequivalentsincludesonlyemployeeswhichhaveafixedemployeecontract.Membersof
theBoardofDirectors,interimpersonnel,consultantsandstudentsworkingunderspecificstudentconditionsarenotincludedin
fulltimeequivalents.
DreamLand store
in Lochristi
76
Part 7: Financial Report
8.7. Net financing income
8.7.1.Financialincomeandexpensesrecognisedintheincomestatement:
(in million EUR)
2009/10
2008/09
Interestincomeonimpairedcustomerloans
Interestincomeonunimpairedcustomerloansandreceivables Dividendsreceived
Interestincomeonshort-termbankdeposits
Interestincomeonfixed-incomesecuritiesheldfortradingpurposes
Changeinfairvalueoffinancialassetsheldfortrading
Netgainondisposaloffinancialassetsheldfortrading
Unwindingofdiscountofnon-currentprovisions Exchangerategains
Other
0,5
0,9
-
1,6
1,1
6,8
0,2
-
0,3
0,3
0,5
0,5
0,2
8,4
2,3
0,5
0,1
0,4
Totalfinancialincome
11,7
12,9
Interestexpenseonlong-termandshort-termloans
Interestexpenseonleasingliabilities
Changeinfairvalueoffinancialassetsheldfortrading
Lossondisposaloffinancialassetsheldfortrading Unwindingofdiscountofnon-currentprovisions Exchangeratelosses
Other
1,0
0,4
-
1,0
3,1
0,1
0,1
1,5
0,5
6,0
1,0
0,3
0,2
-
Totalfinancialexpenses
Netfinancingincome
5,7
9,5
6,0
3,4
8.7.2.Financialincomeandexpensesrecognisedinothercomprehensiveincome:
(in million EUR)
2009/10
2008/09
Changeinfairvalueoffinancialassets
availableforsale
Effectofcurrencytranslationofforeignentities
-
0,2
1,6
0,2
Totalfinancialincome
0,2
1,8
Changeinfairvalueoffinancialassets
availableforsale
(1,3)
-
Totalfinancialexpenses
(1,3)
-
(1,1)
1,8
Netfinancialresultrecognisedinothercomprehensiveincome
ThechangeinthefairvalueoffinancialassetsavailableforsalemainlyconcernstheGroup’sshareintherevaluationofavailable
forsaleinvestmentsheldbySofindev,SofindevIIandSofindevIII.Theseinvestmentsareaccountedforusingthe“equity”-method
(Seenote8.12. Investmentsinassociates).TheGroup’sshareinthesechangesispresentedinothercomprehensiveincome.
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Part 7: Financial Report
8.8. Income tax expense
(in million EUR)
A)Effectivetaxrate
Profitbeforetax(beforeshareofresultsofassociates)(1)
Incometax
2009/10
2008/09
476,0
145,8
433,6
126,8
30,62%
29,25%
B)Reconciliationbetweentheeffectivetaxrateandtheapplicabletaxrate(2)
Profitbeforetax(beforeshareofresultsofassociates)
33,96%
476,0
34,11%
433,6
Incometaxexpense(basedonapplicabletaxrate)
161,7
147,9
Non-taxableincome/nontax-deductibleexpenditure
Effectofspecialtaxschemes(3) Effectofcompensatedtaxlossesandcredits
Permanentdifferences(1)
Taxesondividendincome
Impactofdeferredtaxes
Changeintaxrate
Other
1,1
(30,8)
1,6
9,6
0,0
(0,1)
0,0
2,5
(0,7)
(27,9)
1,9
8,6
(1,8)
(0,6)
(0,3)
(0,4)
Effectivetaxrate
145,8
126,8
30,62%
29,25%
C)Incometaxexpenserecognisedintheincomestatement
Currentyeartaxes
Deferredtaxes
Adjustmentsrelatingtoprioryears 142,5
3,8
(0,5)
124,8
1,7
0,3
145,8
126,8
Effectivetaxrate
Totalincometax
(1) The reconciliation between the effective tax rate and the applicable tax rate for the financial year 2008/09 was adjusted for the recognition of the discount on the capital
increase limited to employees of the Group.
(2) The applicable tax rate is the weighted average tax rate for the Company and all its consolidated subsidiaries in different jurisdictions (Belgium: 33,99%, France: 33,33%,
Grand Duchy of Luxembourg: 28,59%, The Netherlands: 25,50%, UK: 20,00% and India: 33,99%).
(3) Includes the impact of amongst others the notional interest and the increased investment deduction.
AnamountofEUR1,8millionoftaxesisnotrecognisedintheincomestatement,butinothercomprehensiveincome(Seenote
8.15Deferredtaxassetsandliabilities).
8.9. Goodwill
(in million EUR)
2009/10
2008/09
Acquisitionvalue:
At1April
72,6
64,3
Adjustmentandallocationofgoodwillrelatingtopreviousacquisitions
Acquiredthroughbusinesscombinations
Goodwilladjustmentrelatedtobusinesscombinationsofthepreviousfinancialyear
Goodwillrelatedtobusinesscombinationsofthecurrentfinancialyear
Goodwillrelatedtoobtainingcontrolinanassociate
(0,4)
-
-
11,0
0,6
(0,2)
0,5
(0,2)
8,2
-
At31March
83,8
72,6
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The recognised goodwill relates both
to goodwill arising from the acquisitionofcompletebusinessentitiesand
to goodwill paid for the acquisition of
individualpointsofsale.
The takeover of a complete business
entity usually leads to the recognition
of goodwill. Goodwill is the excess of
theconsiderationpaidandtheGroup's
share in the fair value of the identifiable assets, liabilities and contingent
liabilities at the acquisition date. The
measurementoftheidentifiableassets,
liabilities and contingent liabilities is
basedonbestestimatesoftheGroup’s
management.
Duringthefinancialyear2009/10the
increaseofgoodwillasaresultofnew
business combinations amounts to
EUR11,6 million,andrelatestotheacquisition of control over the following
subsidiaries:FraxicorN.V.,NewCenter
N.V.,MPMedicalN.V.andMittoN.V.in
Belgium and the French entities Picta
FraisS.A.S.andWilsonS.A.S.aswellas
theFrenchUnifraisGroup.
8.9. Goodwill
Thevaluespresentedarenetofacquisition values and frozen depreciation
(EUR25,0million)until1April2004,
the date of transition to IFRS. Since
then, there have been no reasons for
recognising additional impairment of
goodwill.
Goodwill is allocated and tested for
impairment at the level of the cash
generating units which is the lowest
level at which goodwill is monitored
for management purposes. Those
cashgeneratingunits,aslistedinnote
8.3.Revenueandgrossprofit,arethe
lowestlevelatwhichgoodwillistested
forimpairment.
Both goodwill arising from business
combinations and goodwill resulting
fromtheacquisitionofindividualpoints
of sale is tested for impairment using
thevalueinuse.
The Group used estimated growth
rates and expected future margins
based on actual information on the
most recent accounting period and
budgets over the next 5 years for its
cashflowprojections.Thegrowthrates
do not exceed the long-term average
growth rate applicable in the different
industriesinwhichtheentityoperates.
Therefore, the Group adjusts its assumptionstothecharacteristicsofthe
different underlying cash generating
units.Inthesegment“Retail”agrowth
rate of 3% to 10% was used for the
most important cash generating units.
For the most important cash generating units in the segment “Wholesale
and foodservice” growth rates of 4%
to 20% were used. The Group uses
a weighted average cost of capital for
bothsegmentsof8%.
Thecashflowprojectionsmadebased
on the assumptions discussed above
did not result in the recognition of
impairment losses. The value of the
goodwill recognised in the statement
offinancialpositionisassuredbyasufficientamountofestimateddiscounted
cash flows, so that even with lower
growthratestherewouldnotbeanimpairmentofgoodwill.
Goodwillbycashgeneratingunit:
(in million EUR)
2009/10
2008/09
ColruytStores
DreamLand,DreamBabyanddream
StoresinFranceundercompany’sownmanagement
Othersupermarkets
41,0
0,4
1,4
4,3
36,3
0,4
1,5
4,4
Retail
47,1
42,6
Belgium
France
1,1
31,5
1,1
27,1
WholesaleandFoodservice
32,6
28,2
Engineeringactivities
Printinganddocumentmanagementsolutions
Alternativeenergy
1,7
1,6
0,8
1,7
-
Otheractivities
4,1
1,7
Consolidated
83,8
72,6
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Duringtheaccountingperiod,business
combinations were accomplished in
all operating segments of the Group.
Inthissectionwegiveadescriptionof
themostimportantbusinesscombinationsthatresultedintherecognitionof
goodwill.
Inthe“Retail”segmenttheGroupfinalisedanumberofminorbusinesscombinations.TheresultinggoodwillisEUR
4,5millionandrelatesmainlytocommercial and geographical advantages
due to the acquisition of additional
pointsofsaleorlocations.
Withinthe“Wholesaleandfoodservice”
segmenttheGroupfinalisedtheacqui-
8.9. Goodwill
sition of the French Picta Frais S.A.S
and the French Group Unifrais. The
goodwill amounts to EUR 4,6 million.
Factorsthatcontributedtothisgoodwill
are the expected commercial and logisticsynergiesthroughtheoptimalisationofournearlynationalpresencein
theFrenchfoodservicemarketoffresh
products.
In the “Other” segment the Group
acquired control over entities in the
“Printing and document management
solutions” business on the one hand
andin“Alternativeenergy”ontheother
hand.Theresultinggoodwillamounted
to EUR 2,4 million. The goodwill resulting from the acquisition of Mitto
N.V. relates mainly to the acquisition
of specific direct mail knowledge that
theGroupacquiresforapplicationinits
marketingefforts,thecomplementarity
with existing activities in the “Printing
anddocumentmanagementsolutions”
segment and potential purchase and
salessynergies.Thegoodwillinrelation
toFraxicorN.V.relatestotheambition
of the Group to become completely
CO2-neutral. The acquisition of an
entity that has the potential to derive
greenelectricityfromgreaseisseenas
animportantsteptowardstherealisationofthisambition.
8.10. Intangible assets
Research
and
development
Concessions,
patents,
licencesand
similar
Intangible
assets
under
construction
rights
Total
Acquisitionvalue:
At1April2008
Acquiredthroughbusinesscombinations
Acquisitions
Disposalsandcancellations
Other
4,4
18,0
0,2
22,8
0,2
0,0
0,0
(0,3)
0,0
6,3
(0,2)
(0,2)
0,0
0,0
0,0
0,0
0,3
6,3
(0,2)
(0,6)
4,3
0,0
4,3
24,1
0,0
24,1
0,2
7,6
7,8
28,6
7,6
36,2
At31March2009beforechangeinpresentation
Changeinpresentation
At31March2009afterchangeinpresentation
Amortisation:
At1April2008
(3,3)
(12,3)
(0,0)
(15,7)
Amortisation
Disposalsandcancellations
Other
(0,7)
0,0
0,2
(3,1)
0,1
0,1
(0,0)
0,0
(0,1)
(3,8)
0,1
0,3
At31March2009
(3,8)
(15,2)
(0,1)
(19,1)
Netcarryingamountat31March2009-
beforechangeinpresentation 0,5
8,9
0,1
9,4
Netcarryingamountat31March2009-
afterchangeinpresentation 0,5
8,9
7,7
17,1
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Part 7: Financial Report
8.10. Intangible assets
Research
and
development
Concessions,
patents,
licencesand
Intangible
assets
under
similarrights
construction
Total
Acquisitionvalue:
At1April2009
4,3
24,1
7,8
36,2
Acquiredthroughbusinesscombinations
Acquisitions
Disposalsandcancellations
Other
0,7
0,0
0,0
0,1
0,3
6,3
(1,6)
6,8
0,5
3,5
(0,4)
(6,7)
1,5
9,9
(2,0)
0,2
At31March2010
5,1
35,9
4,7
45,8
At1April2009
(3,8)
(15,2)
(0,1)
(19,1)
Amortisation
Disposalsandcancellations
Other
(0,7)
0,0
(0,1)
(3,8)
0,4
(0,1)
(0,0)
0,0
0,0
(4,5)
0,4
(0,1)
At31March2010
(4,5)
(18,6)
(0,2)
(23,3)
At1April2009
0,0
0,0
0,0
0,0
Impairment
Disposalsandcancellations
Other
0,0
0,0
0,0
(1,6)
1,6
0,0
0,0
0,0
0,0
(1,6)
1,6
0,0
At31March2010
0,0
0,0
0,0
0,0
0,6
17.3
4,5
22,5
Amortisation:
Impairment:
Netcarryingamountat31March2010
TheintangibleassetsmainlyconsistofsoftwarelicencesworthEUR17,3million(EUR8,9millionat31March2009)ofwhichEUR
6,8millionwasinternallygenerated(EUR1,7millionat31March2009),
Asofthisfinancialyear,intangibleassetsunderconstruction,morespecificallyowninternallydevelopedsoftwareunderconstruction,arepresentedin“Intangibleassets”.
Previouslytheseassetswerepresentedas“Property,plantandequipment”.Duetothechangeinpresentationofintangibleassets
underconstruction,comparativeinformationwasreclassifiedfrom“Property,plantandequipment”to“Intangibleassets”foran
amountofEUR7,6million.Thechangeinpresentationrelatestoassetsunderconstructionwhichmeansthatthereisonlyan
impactontheacquisitioncost.
ThenetbookvalueofinternallydevelopedsoftwareunderconstructionamountstoEUR4,0millionattheendofthefinancialyear
2009/10(EUR7,6millionat31March2009).
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8.11. Property, plant and equipment
(in million EUR)
Land
and
buildings
Plant
machineryand
equipment
Furniture
and
vehicles
Leased
assets
Other
property
plant&equipment
Assetsunder
construction
Total
Acquisitionvalue:
At1April2008
1.035,1
297,8
310,6
31,4
48,8
5,8
1.729,6
4,5
121,2
0,1
37,3
1,1
43,3
0,1
0,7
0,0
8,6
0,0
13,9
5,9
225,0
(16,3)
(9,8)
(9,4)
(0,7)
(1,8)
(0,2)
(38,1)
3,9
(0,0)
2,2
(0,0)
0,1
0,0
(4,0)
(0,0)
0,2
0,0
(2,6)
(0,0)
(0,2)
(0,1)
327,6
0,0
345,8
0,0
27,6
0,0
55,9
0,0
16,9
(7,6)
1.922,2
(7,6)
327,6
345,8
27,6
55,9
9,3
1.914,6
(340,0)
(194,1)
(218,0)
(16,8)
(23,8)
0,0
(792,6)
(45,6)
(27,5)
(33,9)
(0,7)
(3,3)
0,0
(111,0)
6,3
8,6
8,3
0,5
1,2
0,0
25,0
(1,9)
(0,0)
(0,1)
0,0
0,0
(0,0)
2,7
0,0
(0,5)
0,0
0,0
0,0
0,2
(0,1)
(381,2)
(213,0)
(243,5)
(14,3)
(26,4)
0,0
(878,5)
Netcarryingamountat
31March2009-before
changeofpresentation
767,2
114,6
102,2
13,3
29,5
16,9
1.043,7
Netcarryingamountat
31March2009-after
changeofpresentation
767,2
114,6
102,2
13,3
29,5
9,3
1.036,1
Acquiredthrough
businesscombinations
Acquisitions
Disposalsand
abandonedassets
Transfertoother
assetcategories
Other
At31March2009before
changeofpresentation 1.148,4
Changeofpresentation
0,0
At31March2009after
changeofpresentation 1.148,4
Depreciation:
At1April2008
Depreciation
Disposalsand
abandonedassets
Transferstoother
assetcategories
Other
At31March2009
82
Part 7: Financial Report
(in million EUR)
Land
and
buildings
8.11. Property, plant and equipment
Plant
machineryand
equipment
Furniture
and
vehicles
Leased
assets
Otherproperty,
plant&
equipment
Assetsunder
construction
Total
Acquisitionvalue:
At1April2009
Acquisitionsthrough
businesscombinations
Acquisitions
Disposalsand
abandonedassets
Transferstoother
assetcategories
Other
1.148,4
327,6
345,8
27,6
55,9
9,3
1.914,6
13,3
184,5
16,4
47,2
0,1
43,0
1,3
0,0
0,5
8,4
0,0
25,2
31,6
308,3
(11,3)
(10,2)
(17,1)
0,0
(1,6)
(0,0)
(40,2)
(3,3)
0,0
8,2
0,0
(0,0)
0,0
(1,6)
0,0
(0,0)
(0,0)
(3,3)
0,0
0,0
0,1
At31March2010
1.331,6
389,2
371,8
27,4
63,2
31,2
2.214,4
At1April2009
Depreciation
Disposalsand
abandonedassets
Transferstoother
assetcategories
Other
(381,2)
(49,6)
(213,0)
(243,5)
(14,3)
(26,4)
0,0
(878,5)
(31,7)
(36,2)
(1,0)
(4,0)
0,0
(122,4)
7,3
8,2
15,5
(0,1)
0,8
0,0
31,7
1,9
0,0
(2,2
(0,0)
0,0
(0,0)
0,3
(0,0)
(0,0)
(0,0)
0,0
(0,0)
0,0
(0,0)
At31March2010
(421,6)
(238,7)
(264,2)
(15,2)
(29,5)
0,0
(969,2)
Depreciation:
Impairment:
At1April2009
Impairment
0,0
0,0
0,0
0,0
0,0
0,0
0,0
(1,3)
0,0
0,0
0,0
0,0
0,0
(1,3)
At31March2010
(1,3)
0,0
0,0
0,0
0,0
0,0
(1,3)
908,7
150,5
107,6
12,2
33,6
31,2
1.243,9
Netcarryingamount
at31March2010
Due to the change in presentation of “Intangible assets under construction”, comparative information was reclassified from
“Property,plantandequipment”to“Intangibleassets”foranamountofEUR7,6million.Thechangeinpresentationrelatesto
assetsunderconstructionwhichmeansthatthereisonlyanimpactontheacquisitioncost.Thecarryingamountofproperty,plant
andequipmentpledgedascollateralforliabilitiesamountstoEUR7,3million(Seenote8.23.Interest-bearingliabilities).
Capitalgrantsreceivedaredeductedfromthecostofproperty,plantandequipment.Thenetamountofcapitalgrantsreceived
canbedetailedasfollows:
(in million EUR)
Land
and
buildings
Plant
machineryand
equipment
Furniture
and
vehicles
Leased
assets
Otherproperty,
plant&
equipment
Assetsunder
construction
Total
At31March2009
6,7
1,1
0,7
0,2
0,0
0,0
8,6
At31March2010
6,5
1,2
0,6
0,2
0,0
0,0
8,5
The income statement of the financial year 2009/10 contains an amount of EUR 0,6 million in relation to government grants
(EUR0,8millionlastyear).
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Part 7: Financial Report
8.12. Investments in associates
(in million EUR)
Netcarryingamountat1April 2009/10
2008/09
12,2
11,1
Acquisitions/capitalincreases
Decreaserelatedtoobtainingcontrolinassociate Shareofresultsofassociates
Shareofchangesinothercomprehensiveincomeofassociates Shareofdividendspaid
RefundfollowingtheSofindevS.AandSofindevIIIcapitaldecrease
26,7
(0,6)
(0,7)
(1,3)
-
(2,3)
2,0
(2,3)
1,6
(0,2)
-
33,9
12,2
Netcarryingamountat31March
Investmentsinassociatesforthefinancialyear2009/10relatetoSofindevS.A.(20,6%),SofindevIIS.A.(22,3%),SofindevIIIS.A.
(15%),CoopernicS.C.R.L.(20%),EldepascoN.V.(25%),BelwindN.V.(26,9%)andVendisCapitalN.V.(27,0%).
Themovementsrecognisedinothercomprehensiveincomerelatetochangesinfairvalueofinvestmentsclassifiedasavailable
forsale,heldbytheseassociates.
For2008/09,thekeyfiguresforthesecompaniesare:
(in million EUR)
SofindevS.A.
SofindevIIS.A.
SofindevIIIS.A.
CoopernicS.C.R.L.
EldepascoN.V.
MittoN.V.
Assets
23,9
18,5
20,9
60,2
0,7
3,7
Liabilities
0,4
2,0
1,7
59,5
0,1
3,3
Equity
23,4
16,5
19,2
0,7
0,6
0,4
Revenue
0,2
0,1
0,1
2,3
0,0
3,1
Net
result
(0,9)
(12,4)
4,8
0,1
0,0
0,0
For2009/10,thekeyfiguresforthesecompaniesare:
(in million EUR)
SofindevS.A.
SofindevIIS.A.
SofindevIIIS.A.
CoopernicS.C.R.L.
EldepascoN.V.
BelwindN.V.
VendisCapitalN.V.
Assets
15,5
18,7
20,8
83,6
1,2
580,4
8,1
Liabilities
0,6
4,7
2,3
82,9
0,1
496,5
0,2
Equity
14,9
14,0
18,5
0,7
1,1
83,9
7,9
Revenue
0,0
0,1
0,1
2,6
0,0
0,0
0,0
Net
result
7,1
(1,9)
(0,1)
0,1
0,0
(5,9)
(0,5)
Thefiguresstatedrepresent100%ofeachcompany.
VendisCapitalN.V.wasestablishedon15October2009.TheinvestmentinBelwindwasacquiredinJuly2009.MittoN.V.isfully
consolidatedasfromthefinancialyear2009/10.
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8.13. Investments
8.13.1.Non-currentinvestments
(in million EUR)
Equitysecuritiesavailableforsale
Total
31.03.10
31.03.09
40,9
35,2
40,9
35,2
Thiselementrelatestoa10,5%investmentoftheGroupintheBalticIKIGroupandtoaprepaymentofaninvestmentinthe
FoodinvestGroup.Bothinvestmentsaremeasuredathistoricalcost.
TheFoodinvestGroupwasnotyetincludedintheconsolidationscopesincethebusinesscombinationwasnotfinalattheendof
thefinancialyear2009/10.
8.13.2.Currentinvestments
(in million EUR)
Financialassetsheldfortrading
Fixed-incomesecurities
Total
31.03.10
31.03.09
13,5
24,9
10,2
45,1
38,4
55,3
Theinvestmentspresentedascurrentassetshavechangedasfollows:
(in million EUR)
At1April
Acquiredthroughbusinesscombinations
Acquisitions
Disposals(heldtomaturity)
Fairvalueadjustmentsrecognisedintheincomestatement
At31March
31.03.10
31.03.09
55,3
-
8,2
(31,8)
6,7
55.0
0,5
18,7
(12,9)
(6,0)
38,4
55,3
CurrentinvestmentsinlistedentitiesareprimarilyinvestmentsheldbyLocré,theLuxembourgreinsurancecompany(EUR37,1
millionforthecurrentfinancialyear).Theinvestmentsthatarepresentedascurrentassetsaremeasuredbasedontheshareprice
on31March2010.Changesinthefairvaluearerecognisedintheincomestatement.Impairmentlossesrecognisedlastyearasa
resultofthefinancialcrisiswerecompletelyreversedduringthecurrentfinancialyear.Thismeansthatthefinancialcrisishadno
permanentimpactontheinvestmentportfolio.Theshort-terminvestmentportfolioofEtn.Fr.ColruytN.V.decreasedbyEUR25,0
millionduringthefinancialyear2009/10duetofixedinterestbearinginvestmentsthatreachedtheirmaturitydate.
Moreinformationoninvestmentrisksisgiveninnote8.25.Riskmanagement.ThenetlossondisposalsisEUR0,8millionforthe
currentfinancialyear(netlossof0,5millionforthefinancialyear2008/09).
85
Part 7: Financial Report
8.14. Business combinations and disposals of subsidiaries
TheeffectofacquisitionsanddisposalsontheGroup’sassetsandliabilitiescalculatedonthebasisofthebalanceofassetsand
liabilitiesoftheactivityacquired/soldatthedateofacquisition/sale:
(in million EUR)
Included
inconsolidation
2009/10
Adjustments
2009/10
Atacquisition
date
2009/10
Includedin
consolidation
2008/09
Goodwill
Intangibleassets
Property,plantandequipment
Investments
Deferredtaxassets
0,0
1,5
31,6
0,2
1,6
(1,0)
0,1
10,9
(0,5)
1,6
1,0
1,4
20,7
0,8
0,0
0,3
5,9
0,7
-
Totalnon-currentassets
35,0
11,1
23,9
6,8
Inventories
Tradereceivables
Otherreceivables
Cashandcashequivalents
1,4
9,8
4,4
5,2
0,0
0,0
0,0
0,0
1,4
9,8
4,4
5,2
1,3
5,9
0,1
2,0
Totalcurrentassets
20,8
0,0
20,8
9,2
55,7
11,0
44,7
16,1
Provisions
Deferredtaxliabilities
Interest-bearingliabilities
(3,1)
(2,0)
(1,8)
(0,6)
(2,0)
(0,3)
(2,5)
0,0
(1,5)
(0,1)
(1,3)
(2,1)
Totalnon-currentliabilities
(6,9)
(2,9)
(4,0)
(3,6)
Bankoverdrafts
Otherinterest-bearingliabilities
Tradepayablesandotherliabilities (22,8)
(0,4)
(19,1)
0,0
0,0
0,0
(22,8)
(0,4)
(19,1)
(5,1)
Totalcurrentliabilities
(42,2)
0,0
(42,2)
(5,1)
TOTALLIABILITIES
(49,1)
(2,9)
(46,2)
(8,7)
Netidentifiableassets
6,6
8,2
(1,5)
7,4
Totalcostofbusinesscombinationsofthefinancialyear
(18,2)
(15,6)
Goodwillresultingfrombusinesscombinations
andadditionalinvestmentsinassociates
(11,6)
(8,2)
(16,7)
(14,0)
(1,9)
(5,5)
0,8
(17,6)
2,0
(35,4)
(17,5)
TOTALASSETS
Consideration(paid)/receivedforbusiness
combinationsofthecurrentfinancialyear(1)
Consideration(paid)/receivedforbusiness
combinationsofpreviousfinancialyear
Advancespaidinpreviousfinancialyearrelatedtobusiness
combinationsofthecurrentfinancialyear
Cashacquired/(disposedof)
Netcashoutflow
(1) 1,5 million euro remains to be paid for business combinations of the current period.
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Part 7: Financial Report
8.14. Business combinations and disposals of subsidiaries
TheGroupdidnotdisposeanysubsidiariesduringthecurrentorthepreviousfinancialyear.
Businesscombinationsofthefinancialyear2009/10relatetotheacquisitionofthefollowingsubsidiaries:FraxicorN.V.,NewCenter
N.V.,MPMedical.N.V.,MittoN.V.andDistienenN.V.inBelgiumandtheFrenchentitiesPictaFraisS.A.S.,UnibuyG.I.E.andWilson
S.A.S.aswellastheFrenchUnifraisGroup.Thecontributionoftheseacquiredentitiesintheconsolidatedresultsinceacquisition
amountsto(EUR6,2)million.
In2008/09thefollowingsubsidiarieswereacquired:AltrakCleaningN.V.,DanielleVolvertS.P.R.L.,HuisMariaHoogledeN.V.,and
theequallyFrenchFemaS.A.S.aswellastheFrenchSodegerGroup.
8.15. Deferred tax assets and liabilities
Deferredtaxassetsandliabilitiescanbedetailedasfollows:
8.15.1.Netcarryingamount
Assets
(in million EUR)
Liabilities
2009/10
2008/09
Balance
2009/10
2008/09
2009/10
2008/09
Otherintangibleassets
Property,plantandequipment
Inventories
Receivables
Othercurrentassets
Provisionsassociatedwithemployeebenefits
Otherprovisions
Otherpayables
Taxvalueoflosscarry-forwardsdeductibleitems
andreclaimabletaxpaid
0,9
1,1
0,5
0,0
2,6
10,1
0,6
3,2
0,1
1,0
1,2
0,0
2,9
10,1
0,2
1,3
(2,5)
(76,8)
(0,1)
0,0
(0,8)
0,0
(9,2)
0,0
(1,6)
(60,7)
0,0
0,0
(0,2)
0,0
(10,4)
(0,7)
(1,6)
(75,7)
0,5
0,0
1,8
10,1
(8,5)
3,2
(1,5)
(59,8)
1,2
0,0
2,7
10,1
(10,3)
0,6
18,4
11,2
(0,2)
(0,2)
18,3
11,0
Taxassets/(liabilities)
37,5
28,0
(89,5)
(73,9)
(52,1)
(45,9)
Offsettingtaxassets/liabilities
(20,2)
(18,4)
20,2
18,4
0,0
0,0
Netdeferredtaxassets/(liabilities)
17,3
9,6
(69,4)
(55,5)
(52,1)
(45,9)
8.15.2.Changeinnetcarryingamount
Assets
2009/10
2008/09
Netcarryingamountat1April
Increase/(decrease)recognisedintheincomestatement
Changesrecognisedinothercomprehensiveincome Acquiredthroughbusinesscombinations(1)
9,6
7,6
(1,8)
1,9
Netcarryingamountat31March
17,3
(in million EUR)
Liabilities
Balance
2009/10
2008/09
2009/10
2008/09
12,2
(2,6)
0,0
0,0
(55,5)
(11,4)
(0,2)
(2,3)
(55,1)
0,9
0,0
(1,3)
(45,9)
(3,8)
(2,0)
(0,4)
(42,9)
(1,7)
0,0
(1,3)
9,6
(69,4)
(55,5)
(52,1)
(45,9)
(1) Amounts are presented according to their nature, while in note 8.14. Business combinations and disposal of subsidiaries the net position of the business combination is
presented.
At31March2010theGrouphadEUR12,5millionofunrecogniseddeferredtaxassets(EUR6,7millionat31March2009).This
amountrelatestotimingdifferencesaswellasfiscallossesandunusedtaxdeductiblecredits(amountingtoEUR37,9million),
whichcanbecarriedforwardwithoutanytimelimit.
87
Part 7: Financial Report
8.15. Deferred tax assets and liabilities
TheGrouponlyrecognisesadeferredtaxassetwhenitisprobablethatfuturetaxableprofitswillbeavailableagainstwhichthetax
lossescarriedforwardandunusedtax-offsettableassetscanbeoffset.TheGroupdefinesthe“future”asaperiodoffiveyears.
WithintheGroupthereisnofixedpolicyofpaymentofdividendstotheparentbysubsidiaries.Ifanactivedividendpolicywould
existforallsubsidiaries,anadditionaldeferredtaxliabilityofEUR20,0millionwouldhavetoberecognisedforthefinancialyear
2009/10(EUR17,7millionforthefinancialyear2008/09)relatingtothetaxburdenontheunpaiddividendsbysubsidiaries.
8.16. Inventories
(in million EUR)
Rawandancillarymaterials,goodsinprocessandfinishedgoods Merchandise
Prepayments
Totalinventories
31.03.10
31.03.09
20,6
461,4
13,7
21,8
434,5
16,0
495,7
472,3
Inventories are presented net of accumulated impairment losses. The accumulated impairment for merchandise inventories
amountedtoEUR3,0millionforthecurrentfinancialyearcomparedwithEUR4,0millionforthepreviousfinancialyear.
8.17. Trade and other receivables
8.17.1.Othernon-currentreceivables
(in million EUR)
Loansgrantedtocustomers
Loansgrantedtoassociates
Otherinterest-bearingreceivables
Cashguarantees
Totalothernon-currentreceivables
31.03.10
31.03.09
4,2
7,7
5,7
-
4,1
0,2
4,1
1,9
17,6
10,3
LoansgrantedtocustomersmainlycompriseloanstofranchiseesofSparRetailN.V.Theloansgrantedtocustomersarepresented
netofimpairmentlosses.At31March2010theseimpairmentlossesamounttoEUR1,1million(EUR1,1millionper31March
2009).Theseloansusuallyaregrantedforaperiodof10yearsandbearavariableinterestrate.
Duringthefinancialyear2009/10theGroupgrantedaloantoitsassociateBelwindN.V.foranamountofEUR7,7million.Theloan
isasubordinateddebtcompletelyguaranteedwithcollateral.
The increase of “Other interest-bearing receivables” is mainly due to a loan granted to UAB Palink (IKI) for an amount of
EUR5,2million(EUR3,7millionlastyear).
TheprovidedguaranteesinprioryearrelatetoarestrictedcashamountrelatingtotheacquisitionofCodifraisinFrance.
Theagingoftheothernon-currentreceivablescanbedetailedasfollows:
(in million EUR)
Duewithin1-5years
Duelaterthan5years
Total
88
31.03.10
31.03.09
10,2
7,4
9,9
0,4
17,6
10,3
Part 7: Financial Report
8.17. Trade and other receivables
8.17.2.Currenttradeandotherreceivables
(in million EUR)
Tradereceivables
Receivablesrelatingtoworkinprogress
Cashguarantees
31.03.10
31.03.09
361,6
0,7
1,0
311,4
2,5
0,8
363,3
314,8
RefundableVAT
Prepaidexpenses
Loansgrantedtocustomersthatexpirewithin1year
Cashguarantees
Interestreceivable
Otherreceivables
2,0
7,9
0,9
3,3
0,6
9,9
3,0
5,4
0,9
2,7
0,9
13,9
24,6
26,9
Totaltradereceivables
Totalothercurrentreceivables Trade receivables
Tradereceivablesarepresentednetofimpairmentlosses.TheimpairmentlossesamounttoEUR10,4millionon31March2010
(EUR10,6millionon31March2009).
Other receivables
Otherreceivablesarepresentednetofimpairmentlosses.TheimpairmentlossesamounttoEUR2,3millionon31March2010
(EUR2,3millionon31March2009).
Theagingoftradereceivablesisasfollows:
(in million EUR)
31.03.10
Nominal
Impairment
Nominal
amount
amount
Notpastdue
Pastduebetween1and6months Pastdueformorethan6months Total
31.03.09
Impairment
296,4
58,3
17,3
-
(2,5)
(7,9)
260,4
46,2
15,3
(1,3)
(9,3)
372,0
(10,4)
322,0
(10,6)
Themovementinimpairmentontradereceivablesisasfollows:
(in million EUR)
Impairment
tradereceivables
At1April
Acquiredthroughbusinesscombinations
Addition
Reversal/use
At31March
2009/10
2008/09
(10,6)
-
(4,2)
4,4
(12,4)
(0,1)
(4,8)
6,7
(10,4)
(10,6)
89
Part 7: Financial Report
8.17. Trade and other receivables
8.17.3Constructioncontracts
IntrionN.V.,aspecialistinlogisticautomation,isthemainprovideroftheGroup’sengineeringactivities.Constructioncontracts
aremeasuredatcostplusrecognisedprofitinaccordancewiththepercentageofcompletionoftheproject,adjustedforprogress
billingsandaprovisionforexpectedlosses.Theamountspresentedbelowrelatetotheprojectsinprogresson31March.Someof
theprojectstakemorethanoneaccountingperiodtocomplete.
(in million EUR)
Advancesbilledinrelationtoconstructioncontracts
Costsincurredinrelationtoconstructioncontracts 31.03.10
36,7
(33,4)
31.03.09
19,2
(17,5)
8.18. Cash and cash equivalents
(in million EUR)
Shorttermbankdeposits
Cashandcashequivalents
Totalassets
31.03.10
31.03.09
165,6
82,3
209,3
83,6
247,9
292,9
2,9
0,0
Bankoverdraftsincludedin“Currentinterest-bearingliabilities”
Totalliabilities
2,9
0,0
Netcashandcashequivalents 245,0
292,9
8.19. Changes in equity
8.19.1.Equitymanagement
TheGroup’saiminmanagingitsequity
istomaintainahealthyfinancialstructure with a minimal dependency on
external financing as well as to create
shareholders’ value. The Board of
Directorsstrivestoatleastincreasethe
annual dividend per share in proportionwiththeincreaseinGroupprofits.
The pay-out ratio over the past years
wasalwayshigherthanonethirdofthe
Group’sprofitandamountsthisyearto
43%.Pursuanttostatutoryprovisions,
at least 90% of distributable profits
are reserved for shareholders and a
maximum of 10% can be reserved
for Directors. Furthermore, in addition
toitsorganicgrowth,theGroupseeks
toincreaseshareholders’valuebypurchasing treasury shares. The Board of
Directorsgrantspowertoacquiretreasury shares up to a maximum of 20%
of the issued shares. By organising a
90
capitalincreasereservedforstaffeach
yearsince1987,theGroupalsotriesto
increaseemployeecommitmenttothe
Group’sgrowth.
8.19.2.Capital
As a result of the resolution of the
Extraordinary General Shareholders’
Meeting on 16 October 2009, the
capital was increased by 101.379
shareswithVVPRtaxbenefitsreserved
to employees of the Group which is
equivalenttoacapitalincreaseofEUR
13.736.855.
At31March2010theCompany’sshare
capitalamountedtoEUR209.002.891
divided into 31.893.185 fully paid up
ordinary shares without par value and
1.622.684 shares with VVPR tax benefits and without par value. All shares
except treasury shares participate in
theprofits.
8.19.3.Treasurysharespurchased
Thereservefortreasurysharesconsists
ofthecostofthetreasurysharespurchased. At 31 March 2010 the Group
held 1.968.004 treasury shares; this
represents5,87%ofthesharesissued
atbalancesheetdate.Formanyyears
the Extraordinary General Meeting of
ShareholdershasauthorisedtheBoard
ofDirectorstoacquiretreasuryshares
up to 20% of the number of shares
issued. The Board regularly discusses
itsbuy-inpolicy.Thetimeofpurchase
is dependent, amongst other things,
onthesharepriceevolution.Between
1 April and 11 June 2010 no treasury
shares were acquired. In accordance
with Article 622, paragraph 1 of the
Companies Code, the voting rights
linkedtosharesheldbythecompany
oritssubsidiariesaresuspended.
Part 7: Financial Report
8.19.4Dividends
On25June2010,agrossdividendof
EUR 141,6 million or EUR 4,48 per
share was proposed by the Board
of Directors. This amount takes into
accountthenumberoftreasuryshares
on 11 June 2010 and the number of
shares reserved for distribution in
September 2010 as part of the profit
sharing.
The dividend was not incorporated in
the consolidated financial statements
forthefinancialyear2009/10.
8.19. Changes in equity
8.19.5.Sharesdistributedto
employeesaspartoftheprofit
sharingscheme
Under the Participation in the Capital
andProfitsofCompaniesActof22May
2001 (Belgian Official Gazette 9 June
2001), a system of profit sharing has
been established with the social partners within the various companies of
theGroup.Employeeshavetheopportunitytotakeuptheirprofitshareinthe
form of shares in Etn. Fr. Colruyt N.V.
and enjoy the advantageous tax rates
provided for by the act. These shares
arefrozenfor2yearsonanindividual
accountinthenameofeachemployee
who has opted for the system. Share
transactions with employees are conductedatarm’slength;forthefinancial
year2009/10thepricewassetatEUR
182,18 per share. On 31 March 2009
an amount of EUR 23,6 million (incl.
withholding tax and social charges)
wasdistributedundertheprofitsharing
scheme, of which EUR 8,9 million
(excl. withholding tax) (corresponding
to51.609shares)wastakenupinthe
formofshares.
On31March2010anamountofEUR
25,8million(incl.withholdingtaxand
socialcharges)wasmadeavailableto
theprofitsharingschemesubjecttoratification by the General Shareholders’
Meeting. 6.664 Staff members have
optedtotakethisprofitsharinginthe
form of shares, which corresponds to
the sum of EUR 9,8 million (excl.
withholdingtax)or53.982shares.
Themovementofthenumberoutstandingordinarysharesisasfollows:
At1April2008
Capitalincreasesubscribedbyemployees
Purchaseoftreasuryshares
Distributedtoemployeesaspartofthe
profit-sharing(2007/08financialyear)
At31March2009
VVPR
shares
Shares
issued
(a)
Treasury
shares
(b)
Shares
outstanding
(a)–(b)
31.893.185
-
-
1.455.415
65.890
-
33.348.600
65.890
-
1.130.009
-
486.134
32.218.591
65.890
(486.134)
-
-
-
(54.810)
54.810
31.893.185
1.521.305
33.414.490
1.561.333
31.853.157
Treasury
shares
(b)
Number
outstanding
(a)–(b)
At1April2009
Capitalincreasesubscribedbyemployees
Purchaseoftreasuryshares
Distributedtoemployeesaspartofthe
profit-sharing(2008/09financialyear)
At31March2010
Ordinary
shares
Ordinary
shares
VVPR
shares
Number
issued
(a)
31.893.185
-
-
1.521.305
101.379
-
33.414.490
101.379
-
1.561.333
-
458.280
31.853.157
101.379
(458.280)
-
-
-
(51.609)
51.609
31.893.185
1.622.684
33.515.869
1.968.004
31.547.865
91
Part 7: Financial Report
8.19. Changes in equity
8.19.6.Shareholdersstructure
Inaccordancewiththemostrecentlyavailableinformationof11June2010,thecompositionoftheshareholdersofEtn.Fr.Colruyt
N.V.isasfollows:
ColruytFamilyandrelatedparties Etn.Fr.ColruytN.V.(treasuryshares)
GroupSofina
Shares
%
15.638.077
1.968.004
1.750.000
46,66%
5,87%
5,22%
Totalofpartiesactingbymutualagreement 19.356.081
57,75%
Ofthetotalof33.515.869issuedshares,14.159.788sharesor42,25%arepubliclyheld.FormoredetailsrefertoPart6:Share
ownership–Colruytshares.
Theotherreservescanbedetailedasfollows:
(in million EUR)
01.04.2008
Actuarialgains/(losses)onlong-termemployeebenefitsnetoftax
Gains/(losses)arisingfromtranslatingfinancialstatementsofforeignsubsidiaries Shareinothercomprehensiveincomeofassociates
Discountoncapitalincrease
Gainsonsharesdistributedasprofit-sharing
Settlementofsharesdistributedasprofit-sharingpreviousfinancialyear
Otherreserves
(in million EUR)
Otherreserves
92
31.03.2009
0,0
0,0
0,7
0,0
0,0
0,0
0,0
0,2
1,6
1,6
0,3
(0,3)
0,0
0,2
2,3
1,6
0,3
(0,3)
0,7
3,4
4,1
01-.04.2009
Actuarialgains/(losses)onlong-termemployeebenefitsnetoftax
Gains/(losses)arisingfromtranslatingfinancialstatementsofforeignsubsidiaries Shareinothercomprehensiveincomeofassociates
Discountoncapitalincrease
Gainsonsharesdistributedasprofit-sharing
Settlementofsharesdistributedasprofit-sharingpreviousfinancialyear
Reclassification
Increase/
(decrease)
Increase/
(decrease)
31.03.2010
0,0
0,2
2,3
1,6
0,3
(0,3)
-
4,1
0,2
(1,3)
2,3
0,8
0,9
(0,8)
4,1
0,4
1,0
3,9
1,1
0,6
(0,8)
4,1
6,2
10,3
Part 7: Financial Report
8.20. Earnings per share
2009/10
2008/09
329,6
31.543.205
10,45
10,45
304,4
32.033.719
9,50
9,50
Totaloperatingactivity
Profitofthefinancialyear,attributabletoequityholdersoftheCompany(inmillionEUR)
Weightedaveragenumberofoutstandingordinaryshares
BasicearningsperordinaryshareinEUR
DilutedearningsperordinaryshareinEUR
Intheabsenceofdiscontinuedactivitiesinbothpresentedfinancialyears,theabovetablealsoprovidestherequiredinformation
oncontinuedactivities.
Weightedaveragenumberofoutstandingordinaryshares
Numberofoutstandingsharesat1April
Effectofcapitalincrease
Effectofsharesdistributedtoemployees(profit-sharingscheme)
Effectofsharesdisposedof
Effectofsharespurchased
Weightedaveragenumberofoutstandingsharesat31March
2009/10
2008/09
31.853.157
27.316
25.805
-
(363.073)
32.218.551
18.486
27.405
(230.763)
31.543.205
32.033.719
8.21. Provisions
(in million EUR)
At1April2008
Additions
Reversal/use
Other
At31March2009
(in million EUR)
At1April2009
Additions
Reversal/use
Other
At31Mach2010
Environmental
risks
Otherrisks
Total
6,5
0,0
(1,2)
-
5,7
3,6
(2,2)
0,5
12,2
3,6
(3,4)
0,5
5,2
7,6
12,8
Environmental
risks
Otherrisks
Total
5,2
2,3
(0,8)
0,0
7,6
5,6
(4,8)
0,0
12,8
7,9
(5,7)
0,0
6,7
8,4
15,1
TheprovisionforenvironmentalrisksmainlyconsistsofdecontaminationcostsfortheDATS24petrolstationactivity.Duetothe
acquisitionofFraxicor,acompanyproducinggreenelectricityfromgrease,aprovisionwasrecognisedforcleaningpollutedland.
The other provisions consist of provisions for vacant premises and pending disputes. A restructuring provision amounting to
EUR1,5 millionwasrecognisedaftertheacquisitionoftheFrenchentityRHC.
93
Part 7: Financial Report
8.22. Non-current employee benefits
(in million EUR)
At1April2008
Acquiredthroughbusinesscombinations
Additions(1)
Reversal/use(1)
Unwindingofdiscount(2)
Reclassificationbetweencategories At31March2009
(in million EUR)
Early
retirement
benefits
Other
termination
benefits
Total
34,0
-
4,6
(2,4)
0,3
-
3,1
0,1
0,5
(0,1)
(0,1)
(0,5)
37,1
0,1
5,1
(2,5)
0,2
(0,5)
36,5
3,0
39,6
At1April2009
Acquiredthroughbusinesscombinations
Additions(1)
Reversal/use(1)
Unwindingofdiscount(2)
Actuarialgainsandlosses(3)
At31March2010
Early
retirement
benefits
Other
termination
benefits
Total
36,5
-
3,3
(2,1)
1,7
(6,2)
3,0
0,2
0,3
(0,1)
0,2
0,2
39,6
0,2
3,6
(2,2)
1,9
(6,0)
33,2
4,0
37,2
(1) recognised in the line item “ Employee benefit expenses” of the income statement
(2) recognised in the line item “Net financing income” of the income statement
(3) recognised in the consolidated statement of other comprehensive income
Defined contribution pension
schemes
For its defined contribution pension
schemes the Group pays fixed contributions to well-defined insurance
entities. These pension contributions
arereportedintheincomestatement
in the year in which they are due.
During the 2009/10 financial year,
thiscostamountedtoEUR7,7million
(EUR 5,0 million in the financial year
2008/09). In Belgium, defined contribution schemes have to guarantee
a minimum return. As the legally requiredguaranteedreturnisadequately
coveredbytheinsurancecompany,the
Grouphasnofurtherobligationtopay
theinsurancecompanyapartfromthe
said contributions. As a consequence
allpensionplansaretreatedasdefined
contributionpensionplans.
Employee benefits related to early
retirement
TheprovisionforearlyretirementpensionsrelatestotheBelgianentities.For
Belgianemployees,anopportunityfor
early retirement is included in the applicable collective employment agreement.
94
These benefits have to be paid if the
Group decides to terminate an employee’s employment before the
normal retirement date or if the employee decides to accept voluntary
redundancyinexchangeforthosebenefits. These termination benefits are
recognisedattheirestimatedcostover
theserviceperiod.Theamountsrecognisedintheincomestatementconsist
of the termination cost related to the
current and previous service periods
and the interest costs (unwinding of
discount). The pension liability in the
statementoffinancialpositionismeasuredatthepresentvalueoftheexpected future cash outflows using market
yieldsonhighqualitycorporatebonds
withatermthatisclosetotheestimatedtermofthepensionobligation.The
liabilitytakesintoaccountthepopulationofemployeesforwhichitcanbe
reliablyassumedthattheywillusethe
early retirement possibility (based on
historic data of the Group). Actuarial
gainsandlossesincludeeffectsofdifferencesbetweenthepreviousactuarial assumptions and what has actually
occurredandeffectsofchangesinactuarial assumptions. All actuarial gains
andlossesarerecognisedimmediately
inothercomprehensiveincome.
The Group uses the following
parametersforitsestimations:
-Discountrate:4,5%ascompared
to5,5%lastyear
-Inflation,increasedcompensation:
2,4%notchangedascomparedto
lastyear
Other benefits on retirement
Other benefits to be paid when an
employee retires consist of, amongst
others, long-term service premiums
(Belgian entities) and statutory benefits(Frenchentities).Theprovisionsfor
these benefits consist of the present
value of the termination benefits allocated to current and past service
periods, taking into account the expectednumberofemployeesthatwill
remaininserviceuntilthemomentof
(early)retirement.
For the estimation of “Other benefits
on retirement” the Group uses the
same parameters as those for the estimation of the “Employee benefits
relatedtoearlyretirement”.
Part 7: Financial Report
8.23. Interest-bearing liabilities
8.23.1.Long-terminterest-bearingloansandborrowings
(in million EUR)
At1April2008
Acquiredthroughbusinesscombinations
Additions
Repayments
Reclassificationtoshort-term
Other
At31March2009
(in million EUR)
At1April2009
Acquiredthroughbusinesscombinations
Additions
Repayments
Reclassificationtoshort-term
Unwindingofdiscount
Other
Lease
debts
Bank
borrowings
Other
Total
7,7
2,7
7,9
18,3
0,1
0,7
(0,4)
(0,8)
0,0
2,0
0,0
(0,3)
(0,5)
(0,0)
0,0
0,5
0,0
(0,7)
(0,0)
2,1
1,2
(0,7)
(2,1)
(0,0)
7,3
3,9
7,7
18,8
At31March2010
Lease
debts
Bank
borrowings
Other
Total
7,3
3,9
7,7
18,8
0,9
0,0
(0,4)
(1,0)
0,0
(0,0)
0,4
0,0
(0,9)
(0,8)
0,0
0,0
0,5
0,0
(0,4)
(0,4)
1,1
(0,2)
1,8
0,0
(1,7)
(2,2)
1,1
(0,2)
6,8
2,5
8,4
17,6
TheGrouphasnocurrencyrisksonitsborrowingsasallborrowingsareineuro.
8.23.2.Long-terminterest-bearingloansandborrowingsfallingduewithintheyear
(in million EUR)
At1April2008
Acquiredthroughbusinesscombinations
Additions
Repayments
Reclassificationfromlong-term
Other
At31March2009
(in million EUR)
At1April2009
Lease
debts
Bank
borrowings
Other
Total
0,9
0,6
1,2
2,8
0,0
0,0
(1,0)
0,8
(0,0)
0,0
0,0
(0,8)
0,5
0,0
0,0
1,6
(1,2)
0,7
(0,0)
0,0
1,7
(3,0)
2,1
(0,0)
0,8
0,4
2,4
3,6
Acquiredthroughbusinesscombinations
Additions
Repayments
Reclassificationfromlong-term
Other
Asof31March2010
Lease
debts
Bank
borrowings
Other
Total
0,8
0,4
2,4
3,6
0,1
0,0
(0,9)
1,0
(0,0)
0,1
0,0
(0,8)
0,8
0,0
23,0
4,1
(24,5)
0,4
(0,5)
23,2
4,1
(26,1)
2,2
(0,5)
1,0
0,6
4,9
6,5
The outstanding amounts of non-current interest-bearing borrowings are guaranteed by collateral (see note 8.11. Property,
plantandequipment).
95
Part 7: Financial Report
8.23. Interest-bearing liabilities
8.23.3.Termsandrepaymentschedule
(in million EUR)
Leasedebtsandsimilarliabilities
Long-termbankborrowings
Other
At31March2009
(in million EUR)
At31March2010
<1year
1-5years
>5years
Total
0,8
0,4
2,4
5,5
3,6
0,0
1,8
0,3
7,7
8,1
4,3
10,0
3,6
9,1
9,8
22,4
Leasedebtsandsimilarliabilities
Long-termbankborrowings
Other
<1year
1-5years
>5years
Total
1,0
0,6
4,9
3,5
2,3
1,5
3,3
0,2
6,9
7,8
3,0
13,2
6,5
7,3
10,4
24,1
8.23.4.Financialleaseliabilities
(in million EUR)
<1year
1-5year
>5year
Total
Lease
payment
2009/10
Interest
2009/10
Principal
2009/10
Lease
payment
2008/09
Interest
2008/09
Principal
2008/09
1,3
4,0
3,4
0,3
0,6
0,1
1,0
3,5
3,3
1,1
6,2
1,9
0,3
0,7
0,1
0,8
5,5
1,8
8,7
0,9
7,8
9,2
1,0
8,1
(1) In order to reconcile to the consolidated statement of financial position the call options should be added to the principal amount. For the current financial year they
amount to EUR 2,7 million (included in the category “> 5 years”), and for the comparative financial year EUR 2,4 million ( of which EUR 1,1 million was included in the
category “1-5 years” and, EUR 1,3 million which was included in the category “> 5 years”).
8.23.5.Bankborrowingsandothers
(in million EUR)
<1year
1-5year
>5year
Total
Instalments
2009/10
Interest
2009/10
Capital
2009/10(1)
Instalments
2008/09
Interest
2008/09
Capital
2008/09
5,5
3,9
7,1
0,1
0,1
0,0
5,4
3,8
7,0
3,1
3,8
11,3
0,3
0,2
3,3
2,8
3,6
8,0
16,5
0,2
16,2
18,1
3,8
14,3
(1) For the current financial year liabilities recognised in the context of a business combination include both a capital and an interest component. In order to reconcile to the
consolidated statement of financial position the above table reflects both the capital and the interest component under the caption “Capital”. The interest component amounts
are EUR 1,5 million for “1-5 year”and EUR 1,1 million for “> 5 year”.
96
Part 7: Financial Report
8.24. Trade payables, employee benefits and other liabilities
(in million EUR)
Otherlong-termliabilities
31.03.10
31.03.09
0,2
0,1
Totalotherlongtermliabilities 0,2
0,1
812,8
21,4
748,2
20,3
Tradepayables
Guaranteesreceivedandadvancesonworkinprogress
Totalcurrenttradepayables
Short-termemployeebenefits
VATanddutiespayable
Dividendspayable
Deferredincome
Otheritemspayable
834,2
768,5
290,5
48,5
2,3
7,8
8,2
267,6
48,2
2,2
6,5
7,5
357,3
332,0
Totalcurrentemployeebenefitsandcurrentotherliabilities
Termsandrepaymentschedule
(in million EUR)
Otherlongtermliabilities
Currenttradepayables
Currentemployeebenefitsandotherliabilities
At31March2009
(in million EUR)
<1year
1-5year
>5year
-
768,5
332,0
0,1
-
-
-
1.100,5
0,1
-
Otherlongtermliabilities
Currenttradepayables
Currentemployeebenefitsandotherliabilities
At31March2010
<1year
1-5year
>5year
-
834,2
357,3
0,2
-
-
-
1.191,5
0,2
0
97
Part 7: Financial Report
8.25. Risk management
8.25.1.Risksoffinancialinstruments
a.Currencyrisk
ThoughtheGrouphaslimitedoperationsinIndiaandtheUnitedKingdom,themainoperationalentitiesarelocatedintheEuro
zone.Theexchangerateriskincurredwhenconsolidatingforeignentitiesisnothedged.Furthermore,theGroupincursacurrency
riskonpurchasesinforeigncurrency.TheGroupdoesnothedgepurchasetransactionsinforeigncurrency.
Gainsandlossesincurredwhensettlingpurchasetransactionsinforeigncurrencyarerecognisedimmediatelyintheincomestatement.
TheGroup’sexposuretoexchangeratefluctuationsisbasedonthefollowingpositionsinforeigncurrencies:
(in million EUR)
USD
AUD
Total
Tradepayables
31.03.10
31.03.09
0,7
0,3
0,6
0,4
1,0
1,0
TheimpactofexchangeratechangescomparedtotheEuroisrelativelylimited.TheGrouphasnooutstandingborrowingsin
foreigncurrency.
b.Interestraterisks
Giventhelimitedsizeofborrowingsandfinanceleaseliabilitiesonthestatementoffinancialposition,theGroupdoesnothedge
itsinterestraterisk.At31March2010thetotalamountoflongandshort-terminterest-bearingliabilitieswasEUR13,4millionor
0,5%oftotalassets(EUR14,2millionon31March2009)and5,4%ofthecashandcashequivalents.Theseliabilitieshavea
fixedinterestrate.
TheGroup’sleaseliabilitiesamountedtoEUR7,8millionon31March2010(EUR8,1millionon31March2009)andaremainly
contractedatavariableinterestrate.
TheGroupgenerallyinvestsitsexcesscashintermdeposits.Inviewofthelimitedfinancialobligations,achangeininterestrate
mainlyaffectsfinancialincome.
Sensitivityanalysisforinterestratefluctuations:interestratechangescanhavethefollowingimpactontheGroup’sresults:
(in million EUR)
Leaseliabilities
Borrowingsatvariableinterestrate Incomefromloanstocustomersandotherinterest-bearingreceivables
Incomefromtermdepositaccounts(1)
Incomefromsecuritiesheldfortrading
Netimpactonfinancialincome
2009/10
-1%
0,1
0,0
(0,1)
(0,0)
(0,2)
(0,2)
(0,4)
0,2
1,1
0,4
(0,7)
1,6
(1) Due to the limited return on deposit accounts we used -0,2% as maximum decrease. If a decrease of -1% had been used, the decrease in interest revenue
(EUR -1,1 million) would exceed the actual amount of interests received.
98
2009/10
+1%
Part 7: Financial Report
c.Creditrisk
The credit risk for trade receivables is
limitedgiventheGroup’slargenumber
of retail customers who pay in cash.
The largest part of the Group’s outstanding receivables relate to wholesaleactivities,wheretheGroupgrants
itscustomersstandardpaymentterms
and conditions for the sector. The
Grouplimitstherisksasmuchaspossible through regular tracking of the
profitability of the wholesale customers or independent entrepreneurs
to whom it delivers. In addition, the
Group also requires bank guarantees
fromitsindependententrepreneursor
restrictedcashguaranteesfromimportantDATS24customers.Furthermore,
the Group’s engineering and printing
companiesprovideservicessubjectto
standardpaymenttermsforthesector,
likewise in association with regular
assessments of creditworthiness for
customers who exceed their payment
term. The credit risk is spread over a
relatively large number of customers
both for the wholesale and other activities.
The carrying amount of the financial assets represents the maximum
amountsubjecttocreditrisk.Thecarrying amount includes the recognised
impairmentlosses:
Gross
Impairment
Netcarrying
amount
Gross
Impairment
Netcarrying
amount
2009/10
2009/10
2009/10
2008/09
2008/09
2008/09
Otherinterestbearingreceivables
Cashguarantees
Loansgrantedtocustomers
Financialassetsheldforsale
Financialassetsheldfortrading
Tradereceivables
Otherreceivables
Constructioncontracts
Cashandcashequivalents
Total
8.25. Risk management
15,6
4,3
6,2
41,1
38,9
372,0
20,6
0,7
247,9
(1,1)
-
(1,1)
(0,2)
(0,5)
(10,4)
(1,2)
-
-
14,5
4,3
5,1
40,9
38,4
361,6
19,4
0,7
247,9
4,3
5,4
6,1
35,2
62,4
322,0
25,5
2,5
292,9
0,0
-
(1,1)
(0,1)
(7,2)
(10,6)
(2,3)
-
-
4,3
5,4
5,0
35,2
55,3
311,4
23,2
2,5
292,9
747,3
(14,5)
732,8
756,4
(21,3)
735,1
d.Liquidityrisk
Finco N.V. is the Group’s financial coordinator and ensures that all Group
companieshaveallnecessaryfinancial
resources at all times. Finco applies a
cash pooling system under which liquidity balances in Group companies
are used to compensate for shortfalls
elsewhere.Fincoisalsoresponsiblefor
investmentoftheGroup’sexcesscash
balances.Thisismainlydonethrough
term deposits with a maturity of less
than1year.Fincoconstantlymonitors
the Groups liquidity position through
cashflowforecasts.TheGroupdidnot
needtouseexternalfinancinginrecent
years. Outstanding borrowings and
leases are mainly attributable to acquiredcompaniesanditistheGroup’s
policy to repay such loans and leases
as much as possible after each takeover,providedthatthisispossibleata
reasonable price. The ratio of current
investments to cash and cash equivalentsis15,6%(19.2%lastyear).
e.Othermarketrisks
Not only Etn. Fr. Colruyt N.V. but also
LocréS.A.,thereinsuranceentityofthe
Group, manages a portfolio of financial instruments (fixed interest-bearing
instruments and equity instruments).
Locré S.A. uses these investments
to hedge the reinsurance risk of the
Group. On 31 March 2010, the total
value of the short-term investment
portfoliooftheGroupamountstoEUR
38,4millionofwhichEUR37,1million
ispartofLocré'sportfolio.Fluctuations
ofmarketvaluesoftheseinstruments
haveanimpactonthefinancialresult
of the Group. Despite the financial
crisis impact on the capital markets
during this financial year, the Group
managedtoinvestinshort-termfinancial instruments with sufficient credit
rating(mainlybondswithAAratingor
higher)withoutliquidityrisk.Thenegative changes of the market value that
wererecordedduringthefinancialyear
2008/09asaresultofthecreditcrisis
were reversed completely during the
2009/10financialyear.
99
Part 7: Financial Report
8.25. Risk management
f.Financialassetspercategoryandclass:
InaccordancewiththeamendedversionofIFRS7,“Financialinstruments:Disclosures”financialinstrumentsmeasuredatfairvalue
areclassifiedusingafairvaluehierarchy.
(in million EUR)
Atfairvalue
Historicalor
amortised
cost
Quoted
prices
Observable
market
inputs
Unobservable
market
inputs
Level1
Level2
Level3
Financialassets:
Investmentsavailableforsale
accountedforthroughothercomprehensiveincome
Loansandreceivables
Investmentsheldfortrading,accountedfor
throughincomestatement
Cashandcashequivalents
Totalper31March2010
40,9
405,6
247,9
38,4
694,4
38,4
-
16,3
7,8
834,2
2,9
861,2
-
-
-
Financialliabilities:
Interestbearingliabilities
Leaseliabilities
Tradepayables
Bankoverdrafts
Totalper31March2010
Thefairvaluehierarchyisbasedonthe
inputsusedtomeasurefinancialassets
and liabilities. The following levels are
distinguished:
Level1:inputsusedformeasurement
areofficialquotedprices(unadjusted)
inactivemarketsforidenticalassetsor
liabilities;
TheGrouphasnofinancialinstruments
thatfallinthiscategory.
Level3:financialinstrumentsforwhich
thefairvalueisnotdeterminedonthe
basis of observable market data. The
Grouphasnofinancialinstrumentsthat
fallinthiscategory.
8.25.2Otherrisks
Level2:thefairvalueoffinancialinstrumentsthatarenottradedonanactive
marketisdeterminedbasedonvaluationtechniques.Thesetechniquesuse
asmuchaspossibleinputsofobservablemarketprices,ifavailable,andavoid
reliance on entity-specific estimations.
100
TheGroupisexposedtovariousother
risks that are not necessarily financial
in nature, but which have the potential to impact the financial position
of the Group. A description of these
risks and of how the Group manages
-
its exposure to these risks is provided
inPart5:Good/SustainableCorporate
Governance. The Audit Committee
regularly discusses the risk reports of
the ”Cell Risk Management (internal
audit)”. One of the members of the
AuditCommitteeisM.W.Delvauxwho
acts as independent Board member
in accordance with article 526 of the
Belgian Company Law. M. Delvaux
gained many years of experience in
general management and as an independent Board Member at other
groups. For a detailed description of
theoperationsoftheAuditCommittee
pleaserefertoPart5:Good/Sustainable
CorporateGovernance.
Part 7: Financial Report
8.26. Off-balance sheet rights and commitments
TheGrouphasanumberofcommitmentswhicharenotrecognisedinthestatementoffinancialposition.Ononehandithas
obligationsrelatingtooperatingleases,ontheotherhandtherearefirmcommitmentsforfutureinvestmentsinproperty,plantand
equipmentandfuturepurchasesofgoodsandservices.Operatingleaseobligationsallrelatetoproperty,plantandequipment.
Thematuritydatesofthepaymentsinrelationtothesecommitmentsareasfollows:
(in million EUR)
31.03.09
Leasearrangementaslessee
ommitmentsrelatingtotheacquisitionofproperty,plantandequipment
C
Commitmentsrelatingtopurchasesofgoods
Othercommitments
(in million EUR)
31.03.10
Leasearrangementaslessee
Commitmentsrelatingtotheacquisitionofproperty,plantandequipment
Commitmentsrelatingtopurchasesofgoods
Othercommitments
Thechangeinobligationrelatingtooperatingleasecommitmentsreflectsthe
increaseofrentalcontractscommitted
by:ImmoOkayN.V.,ColruytLuxemburg
S.A.,DreamlandFranceS.A.S.andSpar
RetailN.V.
Thecommitmentsrelatedtotheacquisitionofproperty,plantandequipment
for an amount of EUR 50,6 million
consistmainlyofcontractualobligation
for the acquisition of land and buildings.
The commitments for the purchase
of goods for an amount of EUR 16,7
(in million EUR)
50,2
50,6
16,7
15,2
12,7
37,4
24,5
3,6
<1year
16,8
39,7
16,7
4,1
1-5year
17,9
20,6
4,8
6,0
1-5year
24,1
10,9
0,0
8,6
>5year
3,5
0,3
0,0
0,0
>5year
9,3
0,0
0,0
2,5
millionaretheresultoflongtermcontractswithsuppliersinordertoassure
thesupplyofcertainmerchandise.
represented as “Other" contingent
liabilities (see note 8.27. Contingent
liabilitiesandcontingentassets).
Othercommitmentsrelatetoafuture
contractforICT-servicesforanamount
ofEUR15,2million(previousfinancial
year EUR 9,6 million). Through this
contract the Group acquires licences,
subscriptions,updatesandsupportfor
certainsoftware.
NexttothesecommitmentstheGroup
also has certain rights which are not
recognisedinthestatementoffinancial
position. On the one hand the Group
leases certain assets in accordance
with an operating lease arrangement.
On the other hand the Group has
certainputs.Theserelateexclusivelyto
salesofproperty,plantandequipment.
Inthepreviousfinancialyearthewritten
putoptionswerepresentedas“Other
commitments” in the above table; as
of 2009/10 these commitments are
Leasearrangementsaslessor
Rightsrelatingtothesaleofproperty,plantandequipment
(in million EUR)
34,1
58,2
29,3
9,6
<1year
Leasearrangementsaslessor
Rightsrelatingtothesaleofproperty,plantandequipment
31.03.09
10,5
0,0
31.03.10
12,9
0,2
<1year
4,0
0,0
<1year
4,9
0,2
1-5year
5,0
0,0
1-5year
6,4
0,0
>5year
1,5
0,0
>5year
1,6
0,0
Theincreaseoftheleasearrangementsaslessorduringthefinancialyear2009/10foranamountofEUR2,4millionismainlydue
totheincreaseofleaseobligationsatSparRetailN.V.
101
Part 7: Financial Report
8.27. Contingent liabilities and contingent assets
Contingent assets and contingent liabilities are items in relation to third parties which are not recognised on the statement of
financialposition(inaccordancewithIAS37,“Provisions,contingentliabilitiesandcontingentassets”).
ThetablebelowgivesanoverviewofallcontingentliabilitiesandcontingentassetsoftheGroup.
(in million EUR)
GuaranteesprovidedbytheGroup
GuaranteesreceivedbytheGroup
Claims
Other
Total
31.03.10
31.03.09
25,9
21,0
6,1
3,9
25,6
16,1
6,3
3,9
38,9
39,7
The guarantees provided by the
Group are bank guarantees granted
viacreditinstitutionsforthebenefitof
thirdpartiesandamounttoEUR25,9
million. These bank guarantees were
mainlycontractedaspartoftradingor
leasecontracts.
TheguaranteesreceivedbytheGroup
comprise bank guarantees granted by
third parties via credit institutions for
thebenefitoftheGroup,theyamount
toEUR21,0 million.Thesebankguarantees were contracted as part of
tradingandacquisitioncontracts.
On31March2010therewerealimited
number of legal actions outstanding
against the Group which, although
disputed,togetherconstituteacontingentliabilityofEUR6,1million.Based
onlegaladvice,aprovisionofEUR3,7
millionwasrecognised.
The pending commercial law cases
(EUR 2,8 million) primarily concern
theterminationofleaseandfranchise
contracts or alleged past commercial
damages.
The pending labour cases (EUR 2,1
million) relate mainly to the disputed
terminationofemploymentcontracts.
Theotherpendingcases,amountingto
EUR1,2million,concernbothtaxation
aswellascommonlawdisputes.The
decrease of other pending cases can
be explained by the end of the claim
withinSparRetailN.V.regardingthetax
treatmentofroyalties(EUR1,8million).
In addition, the Group is under investigation by the Belgian authorities
concerning possible violations of the
Belgian competition law on perfume,
drugstore, skin care and cosmetic
productsaswellaschocolateproducts.
The case concerning the chocolate
products has been started up by the
CollegeofCompetitionProsecutorsby
filingitsreportuponthe11thofJanuary
2010. The Group is fully cooperating
with the investigations. At the present
moment there is insufficient informationavailabletoperformarelevantrisk
assessment.
Asfromthecurrentfinancialyearthe
written put options are presented as
"Other"contingentliabilities.Theseobligationsaregrantedtofinancialinstitutionsforthefinancingofretailcustomers(independentSpar-entrepreneurs).
Thetotaloutstandingamountofthese
loans and of the contingent liability
amountstoEUR3,9million.Inprinciple, there will be no negative impact
fromthistransaction.
8.28. Dividends paid and proposed
On1October2010,agrossdividendofEUR4,04persharewaspaidtoshareholders.
Forthe2009/10financialyear,theBoardofDirectorswillproposeagrossdividendofEUR4,48pershare,whichwillbemade
payableon1October2010.Thedecisionrelatingtothedistributionofadividendafterthereportingdateshouldbeconsidered
as a non-adjusting event after the reporting date, therefore this dividend, which must be approved at the General Meeting of
Shareholdersof15September2010,isnotrecognisedasaliability.
ThedistributionproposedbytheBoardofDirectorsrelatesto31.601.847shares(afterdeductionoftreasurysharesandwhile
takingintoaccountsharesintheprofit-sharingscheme).Asdeterminedon11June2010,thetotalamountofdividendspayable
amountstoEUR141,6million.
102
Part 7: Financial Report
8.29. Related parties
Anoverviewoftransactionswithrelatedpartiesisgivenbelow.Sinceintercompanytransactions(i.e.transactionsbetweenthe
Companyanditssubsidiariesortransactionsbetweensubsidiaries)areeliminatedonconsolidation,thesetransactionsarenot
discussedinthisnote.
TheGroupidentifies,inaccordancewithIAS24,“RelatedPartyDisclosures”,differentcategoriesofrelatedparties:
a)keymanagersoftheGroup(seePart5:Good/SustainableCorporateGovernance)andclosemembersoftheirfamily
b)entitiesthatcontroltheGroup(seePart6:Shareownership-Colruytshares)
c)associates(seenote8.12.Investmentsinassociates)
d)entitiesthatarecontrolledbyorinwhichmembersofthekeymanagementpersonnelhaveatleastsignificantinfluence:
StonefundN.V.,StonefundIIN.V.,StonefundIIIN.V.,COFINC.V.B.A.,ERDAN.V.andTopcomN.V.
Themajorityofthetransactionsandoutstandingbalancesarerelatedtoassociatesandreferenceshareholders.Referenceshareholdersbelongtocategoriesa)orb).Transactionsandoutstandingbalanceswithothercategoriesofrelatedpartiesarenotsignificantandthereforedonotrequireseparatedisclosures.
8.29.1.Incomestatement
(in million EUR)
Revenue
Costs
Dividendspaid(1)
2009/10
0,5
1,0
70,2
2008/09
0,0
1,8
64,0
(1) The amount of dividends paid during the comparative financial year 2008/09 was restated from EUR 42,9 million to EUR 64,0 million because this item is presented gross
as of the current financial year.
8.29.2.Outstandingbalances
(in million EUR)
Receivables
Liabilities
Theamountsexplainedaboverelateto
transactionsmadeontermsequivalent
to those that prevail in arm’s length
transactions.
EUR0,2millionandinterestrevenueof
EUR0,3million,resultingfrommarket
equivalent interest-bearing receivables
inrelationtoanassociate.
As stated most transactions are with
associatesandreferenceshareholders.
The other transactions with related
partiesrecognisedintheincomestatementrelatemainlytocostsfromdeliveredservices.
Transactions with different related
parties led to revenue of EUR 0,5
million. This includes, services deliveredtoanassociateforanamountof
31.03.10
9,1
0,0
31.03.09
0,1
4,5
amount of EUR 70,2 million. These
dividends relate to the financial year
2008/09. As of the current financial
year dividends paid are presented
gross,whichmeansthatthedistinction
basedonthenatureoftheshareholdersisremoved.
Mostoftheoutstandingbalancesrelate
totransactionswithassociates.
Dividends were paid to the reference
shareholders of the Group for an
103
Part 7: Financial Report
Attheendofthecurrentfinancialyear
theGrouphadthefollowingsignificant
outstanding receivables: A receivable
is outstanding for EUR 7,7 million for
a market equivalent interest-bearing
receivable in relation to an associate.
Nexttothat,theGrouphasshort-term
(in million EUR)
BoardofDirectors
8.29. Related parties
non-interestbearingreceivablesinrelationtoassociatesforanamountofEUR
1,1million.
Therewerenooutstandingliabilitiesat
theendofthecurrentfinancialyear.
Remunerations
2009/10
The remunerations awarded to directors and senior management are
summarisedbelow.Allsumsaregross
amounts before taxes and exclude
employerpaidsocialsecuritycontributions.
Numberof
persons/
shares
2009/10
Remunerations
2008/09
7
Variableremuneration(bonuses) Fixedremuneration(directors'fees)
3,6
0,9
3,4
0,8
Seniormanagement
9
Numberof
persons/
shares
2008/09
7
9
Salaries
1,90
1,96
Variableremuneration
1,71
1,41
Definedcontributionplans
0,28
0,26
Sharebasedpayments
0,04
211
0,04
238
Thedirectors’feesrelatetofeesforthefinancialyear2009/10,asproposedbytheBoardofDirectorsandaresubjectedtoapproval
bytheAnnualShareholdersMeeting.
8.30. Events after the balance sheet date
In April 2010 the Group finalised the acquisition of the group Foodinvest domiciled in Bornem (BE). This group consists of Foodinvest N.V., Foodlines B.V.B.A., Sejo N.V., Walschap N.V. and Bodegas B.V.B.A. The group Foodinvest
is active in the national foodservice-market and focuses mainly on catering and employs 99 employees.
TheaggregatedrevenueofthisgroupamountedtoapproximatelyEUR45millionforthelatestfullfinancialyear.Theaggregated
totalassetsamounttoEUR30,1million.
Therewerenoothersignificanteventsbetween31Marchand25June2010,thedateonwhichtheBoardofDirectorsauthorised
thefinancialstatementsforissue.
8.31. Independent auditor’s remuneration
Thetablebelowprovidesanoverviewofremunerationpaidtotheindependentauditorandhisassociatedpartiesforservices
renderedtotheGroup.
(in million EUR)
Auditassignments(statutoryaudit) Other
Total
2009/10
2008/09
0,8
0,1
0,8
0,0
0,9
0,8
The consideration paid for audit services was EUR 0,8 million, of which EUR 0,2 million were recognised at the level of the
CompanyandEUR0,6millionwererecognisedatthelevelofitssubsidiaries.
Forthenon-auditservices,suchastaxadviceandotherspecialorlegalassignments,theGrouprecognisedacostofEUR0,1
million.
104
Part 7: Financial Report
8.32. List of consolidated entities
8.32.1.Company
Etn.Fr.ColruytN.V.
Halle,Belgium
-
8.32.2.Subsidiaries
AlvocolN.V.
Halle,Belgium
AtoutTrefleS.C.I.(1)
RochefortsurNenon,France
AubépineS.A.R.L.(1)
ChaletteS/L,France
BadicoN.V.
Halle,Belgium
Bio-PlanetN.V.
Halle,Belgium
BlinEtablissementsS.A.S.(1) SaintGilles,France
BuurtwinkelsOkayN.V.
Halle,Belgium
CaddycoN.V.
Halle,Belgium
CaféteriesNamuroises
BrécafS.A.
Ciney,Belgium
CoMarktHoogledeN.V.
Halle,Belgium
Codi-FranceS.A.S.(1)
RochefortsurNenon,France
CodifraisS.A.S.
LongueilStM,France
ColilaitS.A.R.L.(1)
Nantes,France
ColimC.V.B.A.
Halle,Belgium
ColliveryN.V.
Halle,Belgium
ColruytDeutschlandGmbH
BergischGladbach,Germany
ColruytFranceS.A.(1)
Orly,France
ColruytGestionS.A.
Luxemburg,
GrandDuchyofLuxembourg
ColruytGroupServicesN.V.
Halle,Belgium
ColruytITConsultancy
IndiaPriv.Ltd
Hyderabad,India
ColruytLuxembourgS.A.
Luxemburg,
GrandDuchyofLuxembourg
ColruytVastgoedNederlandB.V.Hillegom,TheNetherlands
CopimexN.V.
Halle,Belgium
DATS24N.V.
Halle,Belgium
DavytransN.V.
Halle,Belgium
DesButtesS.C.I.(1)
RochefortsurNenon,France
DimacoS.A.
Ghislenghien,Belgium
DimacoUKLimited
Kempston,UnitedKindom
DistienenN.V.
Ternat,Belgium
DisvalS.A.(1)
ChateauneufS/L,France
DiswelN.V.
Halle,Belgium
DreamN.V.
Halle,Belgium
DreamBabyN.V.
Sint-Pieters-Leeuw,Belgium
DreamlandFranceS.A.S.
RochefortsurNenon,France
DreamLandN.V.
Halle,Belgium
DrucoN.V.
Halle,Belgium
ElpecoN.V.
Halle,Belgium
Etn.BattardN.V.
Halle,Belgium
FemaS.A.S.
Roissy,France
FilaalstN.V.
Ternat,Belgium
FilantweN.V.
Ternat,Belgium
FilbeverN.V.
Ternat,Belgium
FildeurnN.V.
Ternat,Belgium
FilhalleN.V.
Ternat,Belgium
FilkwaadN.V.
Ternat,Belgium
FilleegN.V.
Ternat,Belgium
FilleuveN.V.
Ternat,Belgium
59,88%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
99,99%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
FillouvaN.V.
Ternat,Belgium
FilnoordN.V.
Ternat,Belgium
FiloosteN.V.
Ternat,Belgium
FilquareN.V.
Ternat,Belgium
FilroeulN.V.
Ternat,Belgium
FincoN.V.
Halle,Belgium
FinducomN.V.
Huizingen,Belgium
FlormaN.V.
Ternat,Belgium
FraxicorN.V.
Halle,Belgium
GarnaudE.U.R.L.(1)
Nersac,France
HaagdoornN.V.
Halle,Belgium
ImmoBoncellesS.P.R.L.
Halle,Belgium
ImmoEncoN.V.
Halle,Belgium
ImmoMarN.V.
Halle,Belgium
ImmoOkayN.V.
Halle,Belgium
ImmoWilrijkN.V.
Halle,Belgium
ImmoWommelgemN.V.
Halle,Belgium
InecoS.A.S.(1)
SainteMarie,LaRéunion,France
InfocoN.V.
Halle,Belgium
IntrionN.V.
Halle,Belgium
JacodiS.C.I.(1)
RochefortsurNenon,France
KatzS.C.I.(1)
LongueilStM,France
LaVoulxoiseS.A.S.(1)
Vinneuf,France
LaekebeekN.V.
Halle,Belgium
LesClauzuresS.C.I.(1)
Montauban,France
LocréS.A.
Luxemburg,
GrandDuchyofLuxembourg
MaillerieDistributionE.U.R.L.(1)ChâteauGontier,France
MavedroN.V.
Halle,Belgium
MittoN.V.
Merchtem,Belgium
MundipakB.V.
Hillegom,TheNetherlands
NewCenterN.V.
Halle,Belgium
NimaN.V.
Lede,Belgium
NormandieDistributionS.A.(1) StLo,France
OnvecoN.V.
Halle,Belgium
PictaFraisS.A.S.(1)
Dissay,France
PoiretteS.A.S.(1)
Somain,France
ProàProDistribution
ExportS.A.S.(1)
Orly,France
ProàProDistribution
NordS.A.S.(1)
ChaletteS/L,France
ProàProDistribution
SudS.A.S.(1)
Montauban,France
ProkimN.V.
Halle,Belgium
R.H.C.S.A.S.(1)
BoissySaintLeger,France
SamaS.C.I.(1)
RochefortsurNenon,France
SchuermansN.V.
Halle,Belgium
SodegerS.A.S.(1)
ChâteauGontier,France
SodifraisS.A.S.(1)
IllkirchGraffenstaden,France
SparRetailN.V.
Ternat,Belgium
Super10S.A.R.L.(1)
ChateauneufS/L,France
SupermarktPelgrimsN.V.
Halle,Belgium
100%
100%
100%
100%
100%
100%
100%
100%
100%
98,92%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
98,92%
100%
100%
100%
100%
100%
100%
100%
100%
100%
99,99%
100%
100%
100%
100%
100%
99,98%
100%
98,92%
100%
100%
100%
98,92%
100%
99,99%
100%
105
Part 7: Financial Report
SupermarktVanduffelN.V.
TexoE.U.R.L.(1)
TransproS.A.S.(1)
U.C.G.A.UnifraisS.A.(1)
UnibuyG.I.E.(1)
UnifraisDistributionS.A.S.(1)
UnifraisInternationalS.A.S.(1)
Unipol2N.V.
VanDenBosscheN.V.
VlevicoN.V.
WaldicoS.A.
WalsparN.V.
WEPowerN.V.
WilsonS.A.S.(1)
WolucellesN.V.
8.32. List of consolidated entities
Halle,Belgium
ChâteauGontier,France
SainteMarie,LaRéunion,France
Estillac,France
Fresnes,France
Estillac,France
Estillac,France
Heist-op-den-Berg,Belgium
Halle,Belgium
Halle,Belgium
Ghislenghien,Belgium
Ternat,Belgium
Halle,Belgium
RochefortsurNenon,France
Halle,Belgium
100%
100%
100%
98,92%
99,46%
98,92%
69,24%
100%
100%
100%
100%
100%
100%
100%
100%
8.32.3.Associates
SofindevS.A.(1)
SofindevIIS.A.(1)
SofindevIIIS.A.(1)
CoopernicS.C.R.L.(1)
EldepascoN.V.(1)
BelwindN.V.
VendisCapitalN.V.(1)
20,60%
22,31%
15,00%
20,00%
25,00%
26,90%
27,00%
(1) These companies close their financial year on 31/12 and are included in the
consolidated figures on that date
8.32.4.Changes
inconsolidationscope
Retail N.V., 100% of the real estate
company,DistienenN.V.
a.Newinvestments
On 16 October the Group acquired a
share of 27% in Vendis Capital N.V.
This is a new investment company
that specialises in growth capital and
buyoutopportunitieswithanexclusive
focusonnon-foodretailandconsumer
brandsinEurope.
In accordance with an earlier agreement, the Group acquired on 1 April
2009 the majority of the shares of
Mitto N.V., a specialist in mailing servicesanddocumentmanagement.
Brussel,Belgium
Brussel,Belgium
Brussel,Belgium
Brussel,Belgium
Zeebrugge,Belgium
Zeebrugge,Belgium
Dilbeek,Belgium
branchproducinganddistributingfood
underthenameEnco,toColliveryN.V.
AdditionallyEncoCateringServicesN.V.
changeditsnameintoImmoEncoN.V.
inApril2009.
In France, Disval S.A. and Silor S.A.S.
mergedasof1January2009.
c.Newlegalentities
On1April2009theGroupalsofinalisedtheacquisitionofFraxicorN.V.This
entity produces green electricity from
greases which are considered as byproducts.
In June 2009 the Group acquired,
through its French subsidiary Colruyt
FranceS.A.,themajorityoftheshares
of the buying organisation UCGA
UnifraisS.A.togetherwithsomeofits
members, amongst others Sodifrais
S.A.S., RHC S.A.S., Garnaud E.U.R.L.
andPictaFraisS.A.S.
On 1 November 2009 the Group acquiredNewCenterN.V.
In France the subsidiary Codi-France
S.A.S. acquired Wilson S.A.S. on
22December2009.
d.Otherchanges
In Belgium, on 1 March 2010 control
was acquired of the real estate
company MP Medical N.V. This entity
changed its name on 29 March into
ImmoWilrijkN.V.
b.Mergers
On 27 July 2009 the Group acquired
a share of 26,9% in Belwind N.V., an
offshorewindfarmintheBelgiansea.
On 31 August 2009 the Group acquired, through its subsidiary Spar
106
On 28 October 2009 the entities
Filaalst N.V. and Filhalle N.V. were
created.
Bio Galaxy N.V. merged as of 1 April
2009 with Bio-Planet N.V. On the
same day Colim N.V. transferred its
bio-activity into Bio-Planet N.V. and
sold Enco Catering Services N.V., the
IntheUnitedKingdomColruytLimited
wasliquidatedon21July2009.
There were also some changes in
entitynames,butallwithnoimpacton
the consolidated financial statements
oftheGroup.
Part 7: Financial Report
8.33. Abbreviated (non-consolidated) financial statements of Etn. Fr. Colruyt N.V., according to Belgian
accounting standards
Thenon-consolidatedfinancialstatementsofEtn.Fr.ColruytN.V.arepresentedbelowinabbreviatedform.
Theannualreport,annualfinancialstatementsandindependentauditor’sreportwerefiledwiththeNationalBankofBelgium,
inaccordancewithArticles98and100oftheCompaniesCode.Acopyofthesedocumentscanbeobtainedthereonrequest.
ThesedocumentscanalsobeobtainedonrequestattheCompany’sregisteredoffice:
Etn.Fr.ColruytN.V.–Edingensesteenweg196,1500Halle–Tel .023601040–Fax023600207
Internet:www.colruyt.be-E-mail:[email protected].
Abbreviated balance sheet of Etn. Fr. Colruyt N.V.
(In million EUR)
31.03.10
31.03.09
Non-currentassets
2.295,1
2.060,4
I.Formationcosts
II.Intangibleassets
III.Plant,propertyandequipment
IV.Financialnon-currentassets
-
6,8
366,8
1.921,5
1,7
349,4
1.709,2
Currentassets
979,3
752,9
V.Receivables>1year
VI.Inventoriesandworkinprogress VII.Receivables<1year
VIII.Investments
IX.Cashandcashequivalents
X.Prepaymentsandaccruedincome
5,3
312,6
307,6
308,5
44,2
1,1
3,7
295,0
144,7
265,4
43,4
0,8
3.274,4
2.813,3
Equity
742,7
533,0
I.Capital
II.Issuepremiums
III.Revaluationreserve
IV.Reserves
V.Retainedearnings
VI.Capitalgrants
209,0
0,0
6,2
526,7
0,3
0,5
195,3
0,0
7,8
329,5
0,0
0,4
Provisionsanddeferredtaxes
18,4
18,8
Liabilities
2.513,3
2.261,4
VIII.Liabilities>1year
IX.Liabilities<1year
X.Accrualsanddeferredincome
1.039,0
1.451,6
22,7
279,3
1.965,2
16,9
3.274,4
2.813,3
Totalassets
Totalliabilities
107
8.33. Abbreviated (non-consolidated) financial statements of Etn. Fr. Colruyt N.V.,
according to Belgian accounting standards
Part 7: Financial Report
Abbreviated income statement of Etn. Fr. Colruyt N.V.
(in million EUR)
2009/10
2008/09
I.Operatingincome
II.Operatingexpenses
5.025,3
(4.675,3)
4.715,6
(4.388,9)
III.Operatingprofit
350,1
326,8
IV.Financialincome
V.Financialexpenses
4,3
(34,4)
2,1
(63,1)
VI.Profitfromordinaryoperations,beforetax
320,0
265,8
VII.Exceptionalincome
VIII.Exceptionalexpenses
174,4
(20,9)
0,9
(4,8)
IX.Profitofthefinancialyear,beforetax
473,6
261,9
IXBISA.Derecognitionofdeferredtaxes
IXBISB.Recognitionofdeferredtaxes
0,2
(0,1)
0,1
(0,4)
X.Incometax
(107,8)
(89,6)
XI.Profitofthefinancialyear
366,0
171,9
XII.Drawingsonthetax-freereserves
XII.Transferstothetax-freereserves
0,4
(0,2)
0,2
(1,6)
XIII.Profitofthefinancialyearavailableforappropriation
366,2
170,5
Profit appropriation Etn. Fr. Colruyt N.V.
TheBoardofDirectorswillproposetotheGeneralMeetingofShareholderson16September2010todistributetheprofitforthe
2009/10financialyearasfollows:
(in million EUR)
Profitofthefinancialyearavailableforappropriation
Profitcarriedforwardfrompreviousfinancialyears Profittobecarriedforward
2009/10
2008/09
366,2
0,0
170,5
11,4
366,2
181,9
1,4
193,6
0,3
141,6
3,6
25,8
1,0
26,0
0,0
128,0
3,4
23,6
0,0
0,0
Profitavailableforappropriation
Transfertothelegalreserve
Additiontootherreserves
Profittobecarriedforward
Dividends
Bonuses
Otherdebts
Compensation of shareholders in cash
Thislineitemiscalculatedusingthenumberoftreasuryshareson11June2010andtakingintoaccountthesharesreserved
fordistributionaspartoftheprofit-sharingplaninSeptember2010.ForthepaymentofdividendsseePart6:Shareownership–
Colruytshares.
108
109
=
= Colruyt-winkel
Colruyt store / Magasin Colruyt
Haaltert
(217)
Blankenberge
Bree
Geel
Melle
Torhout
Beringen
Wetteren
Tongeren
Meerbeke
Lennik
Avelgem
Grez-Doiceau
Seraing
Rebecq
Namur
= DATS 24-stations / Stations-service DATS 24
•
Turnhout
Brugge
Mechelen
Gent
Dilbeek
Kortrijk
Bio-planet-winkel
store / Magasin Bio-planet
• = Bio-Planet
110
(6)
Ganshoren
Etterbeek (Rinsdelle)
= OKay-winkel
Okay storeopen - Magasin OKay ouvert
(67)
Turnhout
Beveren
Deurne
Brugge
Oostende
Wilrijk
Lochristi
Bree
Tongerlo
Bornem
Gent
Diest
Lede
Zottegem
Roeselare
Helchteren
Waregem
GrootBijgaarden
Denderleeuw
Kuurne
Zemst
Vilvoorde
Tienen
Herstal
Halle
Waterloo
Wavre
Meslin
Tournai
Jemappes
DreamLand
store / Magasin DreamLand
DreamLand-winkel
+ DreamBaby-Shop / Shop DreamBaby
+ DreamBaby-Corner / Shop DreamBaby
DreamBaby-winkel
DreamBaby
store / Magasin DreamBaby
Erpent
(30)
(6)
111
Lommel
Melsele
Zwijndrecht
Deurne
Aalter
Zonnebeke
Ieper
Beringen
Diest
Wespelaar
Hofstade-Aalst
Eke
Kachtem
Kwaadmechelen
Mechelen
Kalken
Lichtervelde
Olen O-L-Vrouw Meerhout
Tongerlo
Tongerl
Eindhout
Kessel
Wijgmaal
Wolvertem
Elewijt
Zemst-Hofstade
Velzeke
Hasselt
Halen
Tielt-Winge
Zepperen
Glabbeek
Kessel-Lo
Alken
Drieslinter
Wellen
Moorsele
Huldenberg
Kortrijk
Hélécine
Grivegnée
Petit-Rechain
Ivoz-Ramet
Herseaux-Gare
Wanze
Tournai
Comblain
Strépy-Bracquegnies
Quaregnon
Barvaux-sur-Ourthe
Godinne
Hyon
Vielsalm
Hastière
La Roche
Rochefort
Mariembourg
Neufchâteau
Jamoigne
Meer
Arendonk
Beerse
Westmalle
Lille
Zeebrugge
Halle-Zoersel
Verrebroek Antwerpen
Zuienkerke
Brugge
Emblem
Vrasene
Maldegem-Kleit
Oostende
Brugge
St.-Pietersnoordstraat
Sint-Niklaas
Eeklo Sleidinge
Snaaskerke
Rumst
Leffinge-Middelkerke St.-Joris-Beernem
Bellem
Evergem
Westende Bad
Gent
Torhout
Aarschot
St.-Maria
Oudegem
Gent
Aalter Drongen
Diksmuide Pervijze
Tielt
Tremelo
Deinze
Kampenhout
Gent
Meldert-Aalst
Houthulst
Herent
Linden
Merkem
Erpe-Mere
Reninge
Staden
Aalst
Ingelmunster
Izegem
Leuven
Dentergem
Moorslede
Boezinge
Schepdaal
Meerbeke-Ninove
Lendelede
Waregem
Watou
Nukerke
Dikkebus
Beauvechain
Herfelingen
Gemmenich
Alleur
Louvain-La- Neuve
Escanaffles
Mainvault
Seneffe
Gesves
Noiseux
Erezée
Sivry
Melreux
Berzée
Han-Sur-Lesse
Nassogne
St-Léger
Musson
Nieuwmoer
Loenhout
Kalmthout-Achterbroek
Essen-Wildert
Turnhout
Hamont-Achel
Lichtaart
Antwerpen Criee
Bredene - Fr Vinckelaan
Bredene - Zuidstraat
Oostende
Groentemarkt
Oostende Langestraat
Maldegem Bogaardestraat
Lier
Waarschoot
Maldegem
Markt
Merendree St.-Amandsberg
Oostende Gistelsestw.
Middelkerke
Koksijde Bad
Veurne
Lotenhulle Drongen
Sint-Idesbald
Nijlen
Eksaarde
Gent
Ardooie
Roeselare
Poelkapelle
Poperinge
Casselstraat Poperinge
Gasthuisstraat
Vlamertinge
Lendelede
Dadizele
Wervik
Zingem
Wielsbeke
Bavikhove
Waregem
Deerlijk
Oudenaarde
Denderwindeke
Geel
Koningshooikt
Booischoot
Beerzel
Westerlo
St.-Katelijne-Waver
St.-Katelijne-Wave
Hingene
Schriek
Schaffen
Willebroek
Hombeek
Betekom
Baasrode
Schoonderbuken
Berg
Merchtem
Opwijk
Leuven
Asse
Heverlee Tienen
Neeroeteren
Duffel
Halle
Appelterre
Moerbeke
Geraardsbergen
Lauwe
Kaulille Molenbeersel
Kinrooi-Kessenich
Balen Wezel
Noorderwijk
Heusden
Genk-Winterslag
Hasselt
Veldwezelt
Herk De Stad
Schakkebroek
Borgloon
Haasrode-Brumar
Pepingen
Zwevegem
Avelgem-Kerkhove
Queue-Du-Bois
Bomal
Mont-Saint-Guibert
Angleur
Nieuwkerke
Gaurain
Wasmes
Wiers
Theux
Bierwart
Ecaussinnes
Le Rœulx
Sirault
Boninne
Obourg
Charleroi
Clavier
Namur
Manhay
Dinant
Gouvy
Aye
Marloie
Houffalize
Beauraing
Tellin
Libin
Paliseul
Marbehan
Aubagne
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