JENSEN-GROUP
ANNUAL REPORT 2022
2 ANNUAL REPORT 2022
The Annual Report in the Dutch language is the official version. The English language version is provided as a
courtesy to shareholders. The JENSEN-GROUP has verified, and assumes full responsibility for matching, both
language versions.
In this report, the terms “JENSEN-GROUP” and “Group” refer to JENSEN-GROUP NV and its consolidated
companies in general, whereas the terms “JENSEN-GROUP NV” and “the Company” refer to the holding company,
registered in Belgium. Business activities are conducted by operating subsidiaries throughout the world. The terms
“we”, “our”, and “us” are used to describe the Group.
ANNUAL REPORT 2022 3
Table of contents
Consolidated key figures .............................................................................................................................................. 5
Message to our Shareholders ....................................................................................................................................... 8
Profile of the JENSEN-GROUP ..................................................................................................................................... 10
Information for shareholders and investors .............................................................................................................. 13
Report of the Board of Directors ............................................................................................................................... 18
State of the business in 2022.......................................................................................................................18
Outlook 2023............................................................................................................................................... 19
Risk factors...................................................................................................................................................20
Statement of non-financial information.......................................................................................................26
Conflict of interest........................................................................................................................................46
Human resources.........................................................................................................................................49
Investments and capital expenditures.........................................................................................................49
Research and development.........................................................................................................................49
Use of financial instruments........................................................................................................................49
Litigation..................................................................................................................................................... 50
Corporate Governance Statement...............................................................................................................51
Policy with respect to appropriation of the result.......................................................................................71
Shareholding structure................................................................................................................................71
Acquisition of own shares............................................................................................................................71
Relationship among shareholders...............................................................................................................72
Statutory auditor.........................................................................................................................................72
Issued capital...............................................................................................................................................72
Dividend proposal........................................................................................................................................72
Appropriation of the result..........................................................................................................................73
Significant post-balance sheet events.........................................................................................................72
Statement of responsible persons ............................................................................................................................. 74
Statutory Auditor's Report to the General Shareholders’ Meeting of the Company JENSEN-GROUP NV on the
consolidated financial statements for the year ended 31 December 2022 .............................................................. 75
Consolidated statement of financial position – Assets ............................................................................................. 81
Consolidated statement of financial position – Liabilities.......................................................................................... 82
4 ANNUAL REPORT 2022
Consolidated statement of comprehensive income .................................................................................................. 83
Consolidated statement of comprehensive income – Other comprehensive income ............................................... 84
Consolidated statement of changes in equity ............................................................................................................ 85
Consolidated cash flow statement ............................................................................................................................. 87
Notes to the Consolidated Financial Statements ...................................................................................................... 88
Summary balance sheet of JENSEN-GROUP NV ....................................................................................................... 147
Summary income statement of JENSEN-GROUP NV ................................................................................................ 148
Appropriation result JENSEN-GROUP NV ................................................................................................................. 148
General Information ................................................................................................................................................. 152
ANNUAL REPORT 2022 5
Consolidated key figures
Financial year ended
December 31
December 31
(in thousands of euro)
2022
2021
Revenue
341,639
259,716
Operating profit (EBIT)
22,411
21,327
Operating cash flow (EBITDA)
26,210
30,827
Net interest charges
1,092
1,274
Share in result of associates and companies consolidated under equity
method
986
543
Profit before taxes
21,532
19,793
Profit for the period from continuing operations
16,564
14,279
Result from assets held for sale
-139
-65
Result attributable to non-controlling interest
100
-362
Consolidated result attributable to equity holders
16,325
14,575
Added value
126,091
112,870
Net cash flow
20,124
24,075
Equity
170,567
155,417
Net financial debt (+) / net cash (-)
-11,524
-40,960
Working capital
127,894
90,686
Non-current assets (NCA)
61,526
62,384
Capital employed (CE)
189,420
153,070
Market capitalization (high)
263,966
246,298
Market capitalization (low)
189,215
178,273
Market capitalization (average)
230,328
215,022
Market capitalization (December 31)
205,612
210,331
Entreprise value (December 31) (EV)
194,088
169,371
RATIOS
EBIT / Revenue
6.56%
8.21%
EBITDA / Revenue
7.67%
11.87%
ROCE (EBIT / CE)
13.09%
14.40%
ROE (Net profit / equity)
10.02%
10.00%
Gearing (Net debt(+) net cash (-)/ equity)
EBITDA interest coverage
24.00
24.20
Net financial debt (+) or net cash (-)/ EBITDA
-1.00
-1.12
Working capital / revenue
31.99%
37.08%
EV/EBITDA (December 31)
7.41
5.49
6 ANNUAL REPORT 2022
Key figures per share
Financial year ended
December 31
December 31
(in euro)
2022
2021
Operating cash flow (EBITDA)
3.37
3.94
Consolidated result attributable to equity holders (= earnings per
share)
2.10
1.86
Net cash flow
2.58
3.08
Equity (= book value)
21.98
19.88
Gross dividend
0.50
0.25
Number of shares outstanding (average)
7,786,615
7,818,999
Number of shares outstanding (year-end)
7,758,946
7,818,999
Share price (high)
33.90
31.50
Share price (low)
24.30
22.80
Share price (average)
29.58
27.50
Share price (December 31)
26.50
26.90
Price/earnings (high)
16.10
16.90
Price/earnings (low)
11.60
12.30
Price/earnings (average)
14.10
14.80
Price/earnings (December 31)
12.60
14.50
ANNUAL REPORT 2022 7
Definitions
▪ EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) = operating profit (EBIT) +
depreciation, amortization, write-downs on trade receivables and contract assets, write-downs on
inventory, changes in provisions (refer to Note 13)
▪ Net interest charges = interest charges – interest income
▪ Added value = EBIT + remuneration, social security costs and pensions + depreciation, amortization, write-
downs on trade receivables and contract assets, write-downs on inventory, changes in provisions (refer to
Note 13)
▪ Net cash flow = consolidated result attributable to the equity holders + depreciation, amortization, write-
downs on trade receivables and contract assets, write-downs on inventory, changes in provisions (refer to
Note 13)
▪ Net financial debt (+)/net cash (-) = borrowings (non-current and current) + government grant – financial
fixed assets at amortized cost - financial fixed assets at fair value through OCI - cash and cash equivalents
▪ Working capital = inventory + advance payments + current trade receivables + contract assets – trade
payables – contract liabilities
▪ Non-current assets = intangible assets + goodwill + property plant and equipment
▪ Capital employed = working capital + non-current assets (see definitions above)
▪ Market capitalization = share price x number of shares outstanding
▪ Enterprise value = market capitalization (December 31) + net financial debt (+)/net cash (-) (see definitions
above)
▪ EBITDA interest coverage = EBITDA/net interest charges (see definitions above)
For ratios comparing figures from the consolidated statement of comprehensive income with figures from the
consolidated statement of financial position, the average figure from the consolidated statement of financial
position is used. The average is the opening balance + closing balance divided by two:
▪ ROCE (return on capital employed) = EBIT/ average capital employed
▪ ROE (return on equity) = consolidated result attributable to equity holders / average equity
▪ Average net financial debt (+) or net cash (-)/EBITDA.
8 ANNUAL REPORT 2022
Message to our Shareholders
Staying true to our core values proved vital to the continuing success of JENSEN-GROUP in 2022. As markets
began to recover and demand picked up, JENSEN-GROUP was reaffirmed in its unwavering commitment to
prioritize its customers through local representation in all major markets and maintaining all in-person points of
sale and service with our world-wide customer base.
In a year that began with considerable order backlog, JENSEN-GROUP ended 2022 with the highest order intake in
its history, returning to pre-Covid-19 activity levels for new orders and revenue.
The setback in the hospitality sector of the past years is now limited to certain areas of the globe. We are eagerly
awaiting the business opportunities this will generate in the future.
Thanks to our best-in-class management and tremendous employee engagement, the Group succeeded in
navigating through highly demanding and rapidly changing market conditions. We are grateful to all JENSEN-
GROUP employees and our partners for skillfully coping with the daily challenges posed by supply chain
disruptions. It took creativity to organize and manage production interruptions, flexibility in adjusting installation
planning and execution, and steadfastness in continuously keeping our customers abreast of ongoing changes.
Despite lower operational efficiency and higher than expected cost increases, JENSEN-GROUP managed to
increase the 2022 net profit.
With a new strategic plan, the Executive Management Team and the Board of Directors have forged a path that is
centered around key drivers of sustainable value creation, ranging from product innovation and service excellence
to commercial and industrial efficiency and effectiveness, powered by the ongoing digitalization of business
processes and automation of laundry solutions.
The roadmap includes initiatives and programs to transform both internal and external ways of working.
Externally, the application of digitally enhanced, real-time laundry process and performance data, as well as far-
reaching laundry automation will enable customers to further increase their productivity. Internally, the digital
alignment of core processes and use of cloud-based systems will continue to create opportunities to simplify
business practices, break down functional silos, and encourage entrepreneurship across the entire organization.
In 2022, the Board also decided to incorporate ESG as an additional strategic driver to further embed
sustainability across the business.
The year 2022 was characterized by the return of Trade Shows. Our partner, Inwatec, drew enthusiastic crowds
around their revolutionary textile sorting system that is unique in the industry in automating the labor-intensive,
soil-side area through artificial intelligence and applied robotics solutions. Supported by a skilled and enthusiastic
group of technicians, aptly named the Laundry Nerds, our partner, Inwatec, exemplifies the JENSEN-GROUP
investment strategy of industry leadership in technology and product innovation.
ANNUAL REPORT 2022 9
Building on a sixty-year-old tradition of creativity and invention, the Group’s new product development continues
to strengthen its portfolio of CleanTech solutions that increase throughput and uptime, while improving the
efficiency and reusability of water and energy and extending the life of textiles. Enhanced software applications
allow customers to monitor the critical metrics of typical heavy-duty laundries in real time to reach ever lower
water and energy consumption levels and costs.
After our recent capital investments in our factories in Sweden, China, and USA, we continue to build on our
successes, as we strive to cement our unique position as owners of production units on three continents.
United around the mission of prioritizing our customers, JENSEN-GROUP management and employees have
proven in 2022 that they are able to deliver and grow under challenging circumstances. Building on the talent of
its management and employees, JENSEN-GROUP continues to invest in people development and training
opportunities to enable new levels of job satisfaction, growth and excellence in addressing the changing needs of
our customer base.
We thank our customers for their continued trust and loyalty. We strive to meet and exceed their expectations
regarding productivity, quality, reliability, and support with sustainable service and product innovation with
reduced environmental impact.
We thank our employees throughout the world for their versatility and creativity, for their persistence and hard
work, but most of all we thank them for the dedication they exhibit in every way to serving our customers and
keeping the JENSEN spirit alive.
Finally, we thank our shareholders for their support in our pursuit of value creation and in our journey towards
industry leadership.
Jesper Munch Jensen Rudy Provoost
Chief Executive Officer Chairman of the Board of Directors
10 ANNUAL REPORT 2022
Profile of the JENSEN-GROUP
Mission statement
It is the aim of the JENSEN-GROUP to offer the best solutions to customers worldwide in the heavy-duty laundry
industry. We work for and with our customers to supply innovative and sustainable products and services, ranging
from single machines, systems, turnkey solutions, and laundry process automation. Laundries supplied by the
JENSEN-GROUP aim to reach the highest level of labor and energy efficiency in the industry.
We continuously invest in the development of our people and their talents.
By combining our global capabilities and local presence to customers, we are able to create profitable growth and
responsible industry leadership.
Making a difference
Through technical excellence, significant investment in product development and specialized industry knowledge,
the JENSEN-GROUP can plan, develop, manufacture, install and service everything from single machines and
processing lines to complete turnkey solutions. Partners include textile rental suppliers, industrial laundries,
central laundries as well as on-premises laundries in hospitals, hotels, and cruise ships. The Group believes that its
customers know their laundry business better than anybody else and that with the help of the JENSEN-GROUP’s
comprehensive laundry competence and experience, the right solution for their specific requirements is found.
Organization
The JENSEN-GROUP is managed by an Executive Management Team ("EMT") composed of a Chief Executive
Officer, a Chief Financial Officer, a Chief Operating Officer, and a Chief Digital Officer. The operations, consisting of
production sites ("PECs") as well as Sales and Service Centers ("SSCs"), are organized in Business Regions on the
continents of Europe, America and Australia and Asia. The JENSEN-GROUP factories develop, produce, and deliver
a full and competitive range of products to customers through a worldwide network of SSCs and authorized local
distributors. This worldwide distribution network together with its laundry design capabilities, project
management expertise and after-sales service capability, make the JENSEN-GROUP uniquely positioned to act
locally while meeting customer expectations fast and reliably, whether the requirement is a single machine or a
complete turnkey solution anywhere in the world.
ANNUAL REPORT 2022 11
Manufacturing
The JENSEN-GROUP's manufacturing platform is composed of six factories in five countries on three continents:
- Denmark: JENSEN Denmark in Rønne and Inwatec ApS in Odense
Distribution
The JENSEN-GROUP sells its products and services under the JENSEN and Inwatec names through wholly-owned
sales and service centers and through independent authorized distributors worldwide. The relative share of sales
through the group's own SSCs has increased in recent years. These SSCs operate in the most important heavy-duty
markets: Australia, Austria, the Benelux, Brazil, China, Denmark, France, Germany, Italy, Japan, the Middle East,
New Zealand, North America, Norway, Singapore, Spain, Sweden, Switzerland and the United Kingdom. Sales and
service centers play a critical coordination role for the increasing number of complex installation projects involving
several production companies simultaneously. Local presence enables the Group to deliver after-sales services on
demand to its customers. Furthermore, an experienced distributor network base exists in more than 50 countries.
Product development
The JENSEN-GROUP’s key technologies encompass the entire laundry process, including the washroom itself, the
logistics of moving linen and textiles inside the laundry, finishing with feeders, ironers and folders, as well as
software technology to control the overall process. In short, a large number of different technologies are used in
the process of turning soiled linen and textiles into clean linen with a perfect finish.
Given the wide range of technologies needed to cater for the needs of its customer base, the JENSEN-GROUP does
not focus on fundamental research and development. Its task is to make use of existing technologies and
incorporate them into its industry’s processes with a focus on energy and labor efficiency.
In recent years, the JENSEN-GROUP has invested particularly in further upgrading and expanding its product range
in laundry robotics, AI, automation, new software applications for its industry and environmentally friendly
products. Many developments that target natural resource and energy savings for its customers are grouped under
the CleanTech concept. Together with Veins holding, the JENSEN-GROUP has created Gotli Labs AG, offering state-
of-the-art software solutions for the heavy-duty laundry industry. The integration of technology and software allows
customers to monitor and track production in real time and use the acquired information to improve productivity
based on relevant data. The integration of new products from Gotli Labs under the GLOBE label and the investments
in Inwatec ApS for automation and AI, bring the industry up to a new level and prepare JENSEN-GROUP for Industry
4.0 and the Internet of Things. Process control and production monitoring software have become crucial in offering
the customer a total laundry-operation solution.
12 ANNUAL REPORT 2022
The Group has numerous patents and patent applications on particular features of its machinery, while product
development teams in the various JENSEN-GROUP competence centers continuously examine the possibility of
protecting its innovative developments. The Group's ambition is to automate heavy-duty laundries as much as
possible.
Patents and notarial depositions are used primarily to prove prior art. The JENSEN-GROUP protects its patents on a
case-by-case basis, primarily in larger markets.
In general, the JENSEN-GROUP annually invests in the range of 2% to 3% of its turnover in Product Development.
JENSEN-GROUP in the world
Plus, a worldwide network of distributors.
ANNUAL REPORT 2022 13
Information for shareholders and investors
The JENSEN-GROUP NV shares are quoted on the Euronext Stock Exchange under the ticker JEN (Reuters: JEN.BR
Bloomberg JEN.BB) since June 1997. The ISIN code is BE0003858751. The quote of the JENSEN-GROUP NV shares
can be found online on the following websites:
▪ JENSEN-GROUP: https://www.jensen-group.com/investor-relations/share-price.html
▪ Euronext: https://live.euronext.com/en/product/equities/BE0003858751-XBRU
Share price evolution
The JENSEN-GROUP NV share price decreased from 26.9 euro at the end of 2021 to 26.5 euro at the end of 2022,
with an average daily trading volume of 2,374 shares compared to 2,305 in 2021.
0
5
10
15
20
25
30
35
40
0
5.000
10.000
15.000
20.000
25.000
30.000
35.000
40.000
45.000
2022-01-05
2022-02-16
2022-03-30
2022-05-13
2022-06-24
2022-08-10
2022-09-23
2022-11-08
2022-12-21
Share price
Number of shares
JENSEN-GROUP share price and volume
Volume (left scale) Share price (right scale)
14 ANNUAL REPORT 2022
Investor relations
JENSEN-GROUP NV organizes its communication with shareholders and investors in the following way:
▪ Organizing two analysts’ conference calls per year, following publication of the half-year and the full-year
results.
▪ Communicating any major changes in the financial position and earnings of the Company.
▪ Distributing press releases to professional and private investors and posting them on the Company
website.
▪ Posting the votes and minutes of the Shareholders’ Meetings on the Company website.
▪ Providing all communication, including the Company website, in English and Dutch.
▪ Making information on shareholdings and the financial calendar available on the Company website.
▪ Attending small cap investor events upon request.
▪ Telephone conferences with analysts and existing or potential shareholders upon request.
50%
60%
70%
80%
90%
100%
110%
120%
130%
03/01/2022
14/02/2022
28/03/2022
11/05/2022
22/06/2022
08/08/2022
21/09/2022
04/11/2022
16/12/2022
JENSEN-GROUP share relative price performance
JENSEN-GROUP BEL ALL-Share Index BEL Small Index
ANNUAL REPORT 2022 15
Change in ownership structure
During 2022, JENSEN-GROUP NV received a notification from JENSEN Invest A/S informing that JENSEN Invest A/S
holds, by virtue of a buyback of 46,776 own shares by JENSEN-GROUP NV on August 2, 2022, 55.0% of the voting
rights in the company and has therefore crossed the threshold of 55%.
The ownership structure as per December 31, 2022 is set out below:
Shareholders’ calendar
▪ May 16, 2023: 10 a.m. Annual Shareholders’ Meeting
▪ August 2023: half-year results 2023 (Analysts’ Meeting)
▪ March 2024: full-year results 2023 (Analysts’ Meeting)
The Investor Relations Manager is also available to meet individual shareholders, analysts, specialized journalists,
and institutional investors to share with them the JENSEN-GROUP’s short and long-term potential, with respect to
both the business as a whole and/or specific activities. Presentations, meetings, and site visits are organized upon
request.
The JENSEN-GROUP Annual Report, press releases and other information are available on the Company website
(http://www.jensen-group.com).
Shareholders wishing to convert registered shares into dematerialized shares can contact the Investor Relations
Manager.
54,4%
0,8%
5,2%
39,7%
JENSEN Invest A/S
JENSEN-GROUP NV
LAZARD FRERES GESTION SAS
Free float
16 ANNUAL REPORT 2022
Shareholders and investors who want to receive the JENSEN-GROUP Annual Report, the financial statements of
JENSEN-GROUP NV, press releases or other information with respect to the JENSEN-GROUP can also contact the
Investor Relations Manager:
Mrs. Veronique De Ridder
Tel. +32.9.333.83.30
E-mail: investor@jensen-group.com
ANNUAL REPORT 2022 17
Financial report 2022
18 ANNUAL REPORT 2022
Report of the Board of Directors
State of the business in 2022
The JENSEN-GROUP’s revenue for the year 2022 amounted to 341.6 million euro compared to 259.7 million euro in
2021, or an increase of 31.5%. This was attributed to a higher order backlog at the end of 2021, and a continuous
strong order intake during 2022. The JENSEN-GROUP received orders for 364.4 million euro in 2022, a 5.7% increase
compared to the previous year and the highest order intake in its history. For both revenues and new orders, the
JENSEN-GROUP is back at pre-Covid-19 activity levels, earlier than anticipated.
The EBIT of the Group amounted to 22.4 million euro in 2022, compared to 21.3 million euro in 2021, an increase
of 5.2% which is the result of:
▪ the positive impact of higher revenues as well as lower organizational costs due to measures taken by the Group
in the previous years to structurally decrease the cost base;
▪ the negative impact of supply chain disruptions, resulting in lower operational efficiency as well as higher than
anticipated cost increases from suppliers.
The setbacks of the past years in the hospitality sector due to Covid-19 are, as at end 2022, limited to certain areas
of the globe.
On the balance sheet, working capital at closing date was 127.9 million euro compared to 90.7 million euro at the
end of last year. The Group reports a net financial cash position of 11.5 million euro, including 3.3 million euro of
leasing debt, compared to 41.0 million euro at end 2021. The decrease in net cash is mainly caused by higher working
capital, negatively affected by the industry-wide increase in material prices, as well as higher work-in-progress due
to components scarcity leading to delays in the handing over of projects. The Group’s borrowing agreements include
financial covenants with one of the financial institutions on solvency as well as a positive EBITDA on an annual basis
and a maximum debt/EBITDA ratio. As at December 31, 2022, the JENSEN-GROUP was in full compliance with its
bank covenants.
An impairment of financial participations was not required as Tolon GLOBAL MAKINA Sanyi Ve Tikaret Sirketi A.S.,
Turkey, in which the Group has a 49% holding, performed above expectations.
Net financial charges decreased from 2.1 million euro to 1.9 million euro, reflecting lower net interest charges.
Tax charges decreased from 5.5 million euro last year, to 5.0 million euro thanks to a lower effective tax rate (23%
compared to 28% prior year).
The result of companies (TOLON) accounted for by the equity method, increased from 0.5 million euro to 1 million
euro.
ANNUAL REPORT 2022 19
The above-mentioned factors resulted in an increase in net profit from 14.6 million euro to 16.3 million euro (+12%).
The 2022 results show that the JENSEN-GROUP can grow despite considerable setbacks in the supply chains, as it
continues to navigate successfully through rapidly changing environments. The Group is dedicated to addressing
challenges and improving profitability, by bringing the production flow and efficiency back to previous levels.
At its meeting held on March 10, 2022, the Board of Directors decided to implement a share repurchase program
to buy back a maximum of 781,900 or 10% of its own shares. The shares are bought on the stock exchange by an
investment bank mandated by the Board. The buy-back mandate expires on May 18, 2026.
As at December 31, 2022, the Group holds 60,053 treasury shares.
Outlook 2023
The JENSEN-GROUP received orders for 364.4 million euro in 2022, a 5.7% increase over last year’s order intake and
the highest order intake in its history. This rise in order intake was also influenced by the announcement of a second
price increase, effective as from 1st of July 2022.
The Group expects manufacturing productivity, production output, and supplier delivery schedules to gradually
improve in 2023 and normalize towards the end of the year.
Other risk factors to be considered include the impact of geopolitical and military threats, travel restrictions across
the world in the event of new pandemic emerging, a slow-down in demand due to an economic recession in our
key markets, the access to financing for our customers, fluctuating raw material, energy and transportation prices,
the exchange rate volatility, uncertain overall political climate and competitive pressures.
Despite a challenging business environment, the Group remains confident in its ability to stay the course. Our aim
for 2023 is to gradually improve the Group's profitability while strengthening our market position and increasing
market share. The Group will continue to focus on customer centricity and sustainable innovation through the
development of new products and services and its participation in Inwatec ApS while further enhancing the
optimization and digitalization of its business processes.
20 ANNUAL REPORT 2022
Risk factors
Risks related to the JENSEN-GROUP's financial situation
Net profit depends on reaching a certain level of sales to absorb overhead costs.
Any major drop of activity has an immediate effect on operating profits.
The JENSEN-GROUP fully owns six production sites, in the following countries:
▪ China
▪ Denmark
▪ Germany
▪ Sweden
▪ USA
Each production and engineering center (“PEC”) is specialized in a specific area of the laundry operation (Washroom,
Finishing Technology, Material Handling) or in a specific type of linen (flatwork, garment, or special applications
such as mats, continuous roller towels or wipers).
The JENSEN-GROUP has its own distribution channels (“SSC” Sales and Service Centers or Sales Support) in the most
important markets:
▪ Australia
▪ Austria
▪ Benelux
▪ Brazil
▪ China
▪ Denmark
▪ France
▪ Germany
▪ Italy
▪ Japan (Sales Support)
▪ Sweden
▪ Middle East (Sales Support)
▪ New Zealand
▪ Norway
▪ Singapore
▪ Spain
▪ Switzerland
▪ UK
▪ USA
Alongside the SSCs, the JENSEN-GROUP has sales representatives in:
▪ Czech Republic
▪ Poland
ANNUAL REPORT 2022 21
Furthermore, the JENSEN-GROUP has an experienced distributor network in more than 50 countries.
Each SSC is staffed to handle turnkey projects and systems, single machine sales and after-sales services.
In each PEC and SSC, the JENSEN-GROUP has the supporting functions needed to administer the legal entity. To
absorb these overheads, sufficient volume is required. The activity level determines production volume and can be
influenced by factors beyond our control. Since the products are investment goods, the international investment
climate in healthcare, hospitality (hotels and restaurants) and industrial clothing can significantly influence the
overall market demand and sales opportunities. The impact of a sudden decrease in turnover cannot be fully offset
by a decrease in overheads and infrastructure costs and as such can have a negative impact on the Group's activity
level, financial condition, and operating results.
Currency risks and the economic and political risks of selling products in foreign countries.
Sales of equipment and projects to international customers represent a major part of the net revenues. Demand
for the JENSEN-GROUP products may be affected by economic and political conditions in each of the countries in
which the products are sold, and by certain other risks of doing business abroad, including fluctuations in the value
of currencies. Exchange rate fluctuations between the major currencies used in our operations are hedged, these
being the AUD, CHF, CNY, DKK, EUR, GBP, JPY, NOK, NZD, SEK, SGD, and USD.
Interest rate fluctuations could have an adverse effect on revenues and financial results.
The JENSEN-GROUP is exposed to market risk associated with adverse movements in interest rates. The Group
maintains long-term interest rate hedges and loans with fixed interest rates to limit this risk, but a general increase
in interest rates might have an unfavorable effect on the overall investment climate and as such on the Group's
business, financial condition and results of operations.
The use of debt could adversely affect our financial health if covenants are not met.
The JENSEN-GROUP’s major financial institution partners are Nordea, KBC and Nykredit. The Group’s borrowing
agreements include financial covenants with one of the financial institutions covering solvency, a positive EBITDA
on an annual basis and a maximum debt/EBITDA ratio. These covenants could have a restricting effect on the group's
financial capacity.
The bankruptcy of any bank could have a negative effect on the JENSEN-GROUP's cash position.
The bankruptcy of one of the financial institution partners could have a significant impact on the cash position of
the JENSEN-GROUP. The Group spreads its cash position across different banks and different investments to
mitigate the bankruptcy risk of any one bank.
22 ANNUAL REPORT 2022
To service its debt, the JENSEN-GROUP will require a certain amount of cash flow. The ability to generate cash
depends on many factors beyond the group's control.
The ability to make scheduled payments of principal and interest on debt, to fund the Group's planned capital
expenditures and research and development efforts, as well as expansion capacity, will depend on the JENSEN-
GROUP's ability to generate cash, on future financial results and on the development of the major financial
institutions it works with. These institutions, to a certain extent, are subject to the risk factors mentioned above.
Risks related to the JENSEN-GROUP's business activities and industry
The JENSEN-GROUP's main customers are getting larger as they consolidate and become increasingly
international.
An important part of the business is to deliver solutions and machines to the textile rental industry. The ongoing
consolidation and internationalization in this industry is making a significantly greater part of the business
dependent on relations with these larger groups.
Price fluctuations or shortages of raw materials, supply chain disruption and the possible loss of suppliers could
adversely affect the operations.
The JENSEN-GROUP purchases a large number of different components as well as raw materials such as black iron,
stainless steel, aluminum and electronic components. The price and availability of these raw materials and
components are subject to changes in duties, market conditions affecting supply and demand, fluctuations, and
shortages. In a competitive market, there is no assurance that increases or decreases in raw material and other
costs will be translated quickly into higher sales or lower purchase prices. Nor can there be any assurance that the
loss of suppliers or components would not have a material adverse effect on business, financial condition, and
results of operations. Currently, the Group does not undertake commodity hedging.
The JENSEN-GROUP operates in a competitive market.
Within the worldwide heavy-duty laundry machinery market, the JENSEN-GROUP encounters several competitors,
both small and large. There can be no assurance that significant new competitors or increased competition from
existing competitors will not have an adverse effect on business, financial condition, and results of operations.
In addition, the Group may face competition from companies outside of the United States or Europe who have
lower costs of production (including labor or raw materials). Such companies may pass on these lower production
costs as price decreases to customers and as a result, revenues and profits could be adversely affected.
Vendor financing.
Since the 2008 financial crisis, many customers have experienced difficulties in obtaining financing to invest in
expansion or equipment renewal. Under certain specific conditions the JENSEN-GROUP offers financing solutions to
customers. This creates exposure for the Group in terms of having to take back machinery over the lifetime of the
financing contract. The exposure is managed by aligning the take-back price to the fair second-hand market values
as much as possible.
ANNUAL REPORT 2022 23
Geopolitical risks.
The JENSEN-GROUP has worldwide activities. Considering recent developments round the world and politics, a war
or conflict carried out by force of arms, between nations, states or between parties is possible. Such conflicts can
have an impact on the people affected, and lead to travel stops and economic down turns. The Group mitigates the
risk by having back-up plans for its producing activities.
Policy choices can affect the healthcare sector.
The JENSEN-GROUP sells to industrial laundries which handle, amongst other things, linen for the healthcare sector.
Policy choices at country level can affect the standards of hygiene or the financial capability of hospitals. This may
influence sales at specific points in time as well as product development to find solutions for the most stringent
hygiene requirements.
The JENSEN-GROUP may incur product liability expenses.
The Group is exposed to potential product liability risks that arise from the sale of its products. In addition to direct
expenditures for damages, settlements and defense costs, there is a possibility of adverse publicity as a result of
product liability claims. The JENSEN-GROUP cannot be sure that its existing insurance or any additional insurance
will provide adequate coverage against potential liabilities and which could adversely affect its business, financial
condition, and results of operations.
The JENSEN-GROUP is subject to risks of future legal proceedings.
At any given time, the JENSEN-GROUP is a defendant in various legal proceedings and litigations arising in the
ordinary course of business. Although insurance coverage is maintained, there is no guarantee that this insurance
coverage will be adequate to protect against all material expenses related to potential future claims for personal
and property damage or that these levels of insurance coverage will be available in the future at economical prices
or for that matter, available at all. A significant unfavorable judgment, the loss of a significant permit or other
approval, or the imposition of a significant fine or penalty could have an adverse effect on business, financial
condition and future prospects.
Environmental, social and governance risks
The JENSEN-GROUP is dependent on key personnel.
The Group is dependent on the continued services and performance of the senior management team and certain
other key employees. The employment agreements with senior management and key employees are for indefinite
periods of time. The loss of or difficulties to find qualified personnel or to replace any key employee could have a
material adverse effect on the business, financial condition, and results of operations because of their experience
and knowledge of business and customer relationships.
24 ANNUAL REPORT 2022
The nature of the business exposes the JENSEN-GROUP to potential liability for environmental claims and to the
adverse effects of new and more stringent environmental, health and safety requirements.
The Group is subject to comprehensive and frequently changing federal, state, and local, environmental, health and
safety laws and regulations, including laws and regulations governing emissions of air pollutants, discharges of waste
and storm water and the disposal of hazardous wastes. The environmental liabilities that may result from legislation
or regulations adopted in the future, the effect of which could be retroactive, cannot be predicted. The enactment
of more stringent laws or stricter interpretation of existing laws could require additional expenditures, some of
which could have an adverse effect on business, financial condition, and results of operations.
The Group is also subject to liability for environmental contamination (including historical contamination caused by
other parties) at the sites that it owns or operates. As a result, the Group is involved, from time to time, in
administrative and judicial proceedings and inquiries related to environmental matters. There can be no assurance
that the JENSEN-GROUP will not be involved in such proceedings in the future, while it cannot be ascertained that
the existing insurance or additional insurance will provide adequate coverage against potential liability resulting
from any such administrative and judicial proceedings and inquiries. The aggregate amount of future clean-up costs
and other environmental liabilities could have a material adverse effect on the Group's business, financial condition,
and results of operations.
For the past several years, the JENSEN-GROUP has strictly followed an environmental remediation plan relating to
its former Cissell manufacturing facility in the United States. A third-party indemnity for the remediation plan exists,
with Cissell as the legal beneficiary. The most recent sampling tests, performed by a third party environmental
engineering company each year, together with an exhaustive review every five years, are in line with expectations.
Considering the data collected since the 2018 exhaustive review, the original endpoint of 2025 appears optimistic
and several more years are likely. The next exhaustive review is scheduled for 2023. There is no guarantee that
significant additional civil liability or other costs will not be incurred by us in the future with respect to the Cissell
facility or other facilities.
The operations are also subject to various hazards incidental to the manufacturing, transportation and functioning
of heavy-duty laundry equipment. These hazards can cause personal injury and damage to and destruction of
property and equipment. There is no guarantee that, as a result of past or future operations, there will not be injury
claims by employees or third parties. Furthermore, the Group also has exposure to present and future claims with
respect to workers' safety, workers’ compensation, and other matters. There is no guarantee as to the actual
amount of these liabilities or the timing of them. Regulatory developments requiring changes in operating practices
or influencing demand for, and the cost of providing, its products and services or the occurrence of material
operational problems, including but not limited to the above events, may also have an adverse effect on business,
financial condition, and results of operations.
ANNUAL REPORT 2022 25
The JENSEN-GROUP operates in several locations and is subject to natural hazards.
The Group operates in 23 countries and is therefore exposed to natural hazards such as earthquakes, windstorms,
or floods. Insurance coverage is taken when possible and affordable, while compliance with specific building codes
is reviewed carefully. A decrease of insurance coverage in certain areas in the past years has been observed. The
entities are required to have disaster recovery plans. Any severe natural disaster could affect business, financial
conditions, and operational results.
Pandemic
A pandemic has a direct impact on customers serving the hospitality sector (travel and tourism) and the healthcare
sector as authorities can make decisions affecting both sectors that result in reduced business and thus influencing
investment possibilities and outlook. Any severe pandemic could affect business, financial conditions, and
operational results.
Violation of the Ethical Business Policy and Supplier Code
Any violation of the Ethical Business Policy or Supplier Code might cause operational disruption, damage to
reputation, and financial losses. The JENSEN Ethical Business Policy and Supplier Code are available on the Company
website Corporate Governance (jensen-group.com) and contain provisions on how bribery and corruption are
prevented as well as policies on proper conduct. To mitigate the risk, all employees will be requested to sign the
Ethical Business Policy.
Internal control risk
The JENSEN-GROUP operates with several information and communication technologies (ICT).
The Group uses several tools, devices and software in its ICT and machine operating environment for its
worldwide operation. Digital technologies, devices and media bear manifest risks and opportunities. Machinery is
increasingly interconnected and prepared for IoT (Internet of Things). As a result, the Group faces cyber risks. Any
ICT failure in the area of security and systems access or in machine operating environments might cause
operational disruption, damage to reputation, and financial losses. The Group manages these risks by closely
following the latest technological developments. Next to this, the Group selects the best suited suppliers for
software and ICT. Cybersecurity is a major criterion when selecting these suppliers.
26 ANNUAL REPORT 2022
Non-financial information
In accordance with the Directive 2014/95/EU of the European Parliament and of the Council of 22 October 2014 as
regards disclosure of non-financial and diversity information by certain large undertakings and groups (the "Non-
Financial Reporting Directive" or "NFRD") and as required by the Belgian Companies and Associations Code (the
“Companies and Associations Code”) art. 3:6 § 4 and art. 3:34, the JENSEN-GROUP has added this separate section
containing non-financial information which is considered to be relevant for stakeholders and by which a difference
is made. Sustainability information is disclosed in line with the EU taxonomy, while ESG-related activities identified
as relevant to stakeholders are disseminated through a first materiality assessment conducted in 2022 based on a
stakeholder survey. The Group is continuously working on the implementation of the new Directive (EU) 2022/2464
of the European Parliament and of the Council of 14 December 2022 as regards corporate sustainability reporting
(the "Corporate Sustainability Reporting Directive" or "CSRD").
In providing this information, the JENSEN-GROUP has considered the requirements defined by the NFRD and the
Companies and Associations Code, while also drawing inspiration from the GRI Sustainability Reporting Standards:
Core option.
A significant push to report on non-financial activities was given by the Board of Directors during 2022. ESG was
added as a strategic driver, substantiating the common aim of the Board of Directors and Executive Management
Team (“EMT”) to progress on sustainable activities and reporting. ESG has become a permanent point on the agenda
of the monthly EMT meetings.
In 2023, the newly appointed Head of Corporate Sustainability will focus on developing and implementing
processes, procedures, and systems to be compliant with the CSRD and reporting responsibilities.
Taxonomy
The EU Taxonomy is a classification system of sustainable economic activities across various sectors jointly
responsible for more than 90% of Scope 1 and 2 of Greenhouse Gas emissions (“GHG”) in the EU. This tool was
developed to support the green transition of the EU economy to meet its European Green Deal objectives and as a
way for businesses to assess and improve their "greenness". To be considered sustainable or, in technical jargon,
aligned, an economic activity must not only be listed in the EU taxonomy as eligible, but also fulfill a certain set of
criteria, such as substantially contributing to environmental objectives like climate adaptation and mitigation. The
reporting on taxonomy must be based on three Key Performance Indicators ("KPI") which are Revenue, Capex, and
Opex.
After careful screening of the activities listed in the EU taxonomy and a thorough comparison of NACE codes, the
JENSEN-GROUP did not find any taxonomy-related activity in line with its main business operations and concluded
that it was neither an eligible, nor an aligned, economic activity with respect to Revenue. None of the manufacturing
activities listed in the taxonomy relate to the laundry machinery business. Although the JENSEN-GROUP is
considered the leader in the industry when it comes to energy and resource savings, its main activity is not aimed
ANNUAL REPORT 2022 27
at the reduction of GHG emissions. However, considerable efforts to improve its sustainability are being undertaken,
and the Group is reporting for the first time on a significant number of KPIs as shown below.
With respect to Capex, some expenses linked to wider eligible activities included in the EU Taxonomy, such as
company cars and the renovation of its production site in the United States, were identified. Although these
activities may be considered eligible, they are not aligned, because they do not fulfill the Technical Screening criteria
and the other environmental objectives of the Taxonomy, as they do not substantially contribute to climate
adaptation and mitigation.
With respect to Opex, expenses in line with the taxonomy were not identified. After reviewing Annex I, 1.1.3. of the
Disclosure Delegated Act, we concluded that our denominator for the calculation of this KPI equaled to zero, as
none of the material operating expenditures of the JENSEN-GROUP pertain to one of the cost categories that the
denominator shall cover, such as research and development or expenditures related to property assets and
equipment.
JENSEN-GROUP
December 31
Eligible economic
activities (%)
Non-eligible economic
activities (%)
(in thousands of euro)
2022
Revenue
341,639
0
100%
Capex
4,893
39%
61%
Opex
0
0
100%
The official templates of the taxonomy KPIs, as well as the additional disclosures on gas and nuclear can be found
at the end of this report on page 154.
Materiality analysis
The materiality analysis has been updated to identify and confirm sustainability topics that are most important to
business and stakeholders. This was done in order to further strengthen sustainability and corporate responsibility
policy and reporting, by prioritizing topics that matter the most. In order to do so and for the first time, a stakeholder
survey of customers, employees and suppliers was conducted. Over 80 contacts received the questionnaire with a
return rate of about 50%. The questions were related to important material topics reflecting the Group's economic,
environmental, and social impact and influencing the decisions of the JENSEN-GROUP stakeholders. During this
analysis, both external and internal factors were taken into consideration, including the JENSEN-GROUP vision,
mission, brand, and long-term strategy, as well as the Sustainable Development Goals ("SDG") and GRI Sustainability
Reporting Standards. The result is illustrated in the materiality matrix below.
28 ANNUAL REPORT 2022
The upper right quadrant represents priority topics that are relevant for society, the JENSEN-GROUP stakeholders,
and our business. The Group's sustainability approach focuses mainly on these areas, including the topics "Diversity"
and "Employee engagement, training & development" as integral parts of the JENSEN-GROUP culture. These topics
have been matched with the related United Nations Sustainable Development Goals ("SDG"), where these are
relevant to the operations of the JENSEN-GROUP (see icons above the matrix). The upper left quadrant represents
strategically significant topics that are considered relevant from a stakeholders and business point of view. The
areas defined in the lower quadrants are topics to be monitored closely and to be managed internally.
Based on this materiality assessment, a new set of KPIs related to some of the most important topics has been
defined and a detailed monitoring installed. Reference is made to the different dimensions of the sustainability
approach mentioned below for the results of this monitoring process in 2022. This monitoring process will be
maintained over the coming years and the reporting on key figures expanded, so as to obtain a better understanding
of performance in terms of sustainability and to implement necessary measures to improve said performance over
the years.
ANNUAL REPORT 2022 29
Sustainable business framework
The JENSEN-GROUP has a strong reputation for always going above and beyond, to meet its customers'
expectations. Additionally, the goal of creating sustainable innovation for a better world is deeply embedded in the
Group's DNA. The textile care service is the oldest circular economy in the world, with its roots going back to the
late 19
th
century. Extending the life of textiles is key, and equally important is the lifetime of laundry equipment.
The aim is to honor this legacy, by developing a sustainability approach around the three ESG aspects:
In order to provide a broader sustainability context, we give below a brief elaboration of the JENSEN-GROUP
business model. For more information, reference is made to other sections of the Annual Report.
Business model
The aim of the JENSEN-GROUP is to lead by providing the best solutions to its worldwide customers in the heavy-
duty laundry industry. Technical excellence, significant investment in product development and specialized industry
knowledge enable the JENSEN-GROUP to plan, develop, manufacture, install and service everything from single
machines to complete systems, turnkey solutions, and process automation.
Product development is deemed a key part of the business model, as scarcity of resources and a greater focus on
ecology increase the need for sustainable laundry solutions. Sustainability goes beyond purely environmental
aspects. The new bottom-line looks at the eco-social costs and benefits of having clean linen available. The well-
being of the people using and processing the linen is key. As part of its total sustainability concept CleanTech, the
JENSEN-GROUP develops machines and solutions that positively impact the financial success of laundries as well as
the working stations for their employees.
All products designed and manufactured by the JENSEN-GROUP fall under the responsibility of its factories, called
Production and Engineering Centers ("PECs"). The PECs develop, manufacture, and deliver a full range of innovative
and competitive JENSEN and Inwatec products to customers through a worldwide network of Sales and Service
Centers ("SSCs") and authorized local distributors. This worldwide distribution network together with its laundry
manufacturing capability, project management expertise and after-sales service make the JENSEN-GROUP a credible
one-stop supplier uniquely positioned to act locally, meeting customers’ requirements and expectations fast and
reliably, whether for a single machine or a complete turnkey solution, anywhere in the world.
30 ANNUAL REPORT 2022
The relative share of sales through the JENSEN-GROUP's own SSCs has increased in recent years. These SSCs operate
in the most important heavy-duty markets: Australia, Austria, the Benelux, Brazil, China, Denmark, France,
Germany, Italy, Japan, the Middle East, New Zealand, North America, Norway, Singapore, Spain, Sweden,
Switzerland, and the United Kingdom.
The JENSEN-GROUP mission is “Creating the future in laundry automation”, a one-liner which is also used in
marketing communication. The JENSEN-GROUP is committed to offering the best solutions to heavy-duty laundries
worldwide. For this reason, the Group is in constant dialogue with its customers through local presence, to identify
the best solutions for them. Based on global experience, these solutions consider the total cost of ownership and
are aimed at continuously raising productivity while reducing the ecological impact of equipment and processes. In
recent years, the JENSEN-GROUP has particularly invested in further upgrading and expanding its product range in
laundry robotics, AI, automation, new software applications for industry and environmentally friendlier products.
The Group is committed, engaged, dedicated and responsible every time it interacts with its customers.
Customers provide a broad range of textile care services in a variety of application areas:
▪ Healthcare laundries: a typical healthcare institution delivers a range of items to its laundry, including surgical
gowns and textiles, patient drapes, patient clothing, gowns for doctors and nurses, bed linen, towels, and more.
Healthcare linen demands exceptionally high standards and flexibility in the choice of washing programs to
ensure textiles are clean and not contaminated.
▪ Hospitality laundries: clean and perfectly folded linen is part of the overall experience of any visit to a restaurant
or a hotel. Hospitality laundries process a wide variety of textile including bedsheets, fitted sheets, duvet and
pillow covers, mattress covers, tablecloths, napkins, placemats, aprons, and fluffy items such as bathrobes and
towels.
▪ Industrial laundries: both large corporations and small enterprises rely on textile care services for their
workwear. Professional workwear has people covered for all situations at work and includes shirts, uniform
jackets and pants of every kind, overalls, military uniforms, reflective striping jackets and pants, safety vests,
police and firefighter uniforms, and even flame-resistant jackets or pants. Professional garments ensure that
their wearers are recognized, respected, and ultimately also protected.
▪ Mat laundries: dirt control mats are a calling card for every business and guarantee an excellent first impression.
Shop owners and managers rely on them in all weather conditions – without mats in the entrance area, their
buildings would require constant cleaning.
▪ Large on-premises laundries: e.g., on cruise ships, where thousands of passengers and crew members live in a
limited space for days or weeks. Both for consumption and emissions, the standards for hygiene and energy
efficiency are unique in the cruise ship industry. Cruise companies are very concerned about the health and
well-being of all people aboard the ship.
ANNUAL REPORT 2022 31
JENSEN-GROUP's solutions cover all stages of sorting, washing, drying and finishing of linen, garments and mats.
The JENSEN equipment combines automation and high quality – while ensuring low energy, water, and chemicals
consumption, saving both money and the planet.
Finally, the business model is highly scalable and serves as a platform to expand geographically. The Group aims to
be present throughout the world so as to keep communication lines with its end-customers as short as possible, in
order to guarantee a high-quality customer service and reduce the company's carbon footprint. Local presence was
already a key competitive advantage before the Covid-19 pandemic hit the world and continues to be a critical
success factor. With 24 SSCs and six PECs spread across five continents, the JENSEN-GROUP really thinks globally
and acts locally.
ENVIRONMENTAL PERSPECTIVE
All JENSEN-GROUP stakeholders and, above all, customers, face a rapidly changing environment. The JENSEN-
GROUP takes sustainability seriously and is pursuing a continuous energy reduction and environmental protection
strategy. In particular, the increasing scarcity of water and energy calls for an increased focus on ecology.
Appropriate internal policies have been implemented to identify both internal (i.e., arising during the manufacturing
process) and external (i.e., created by the use of equipment) environmental risks to business. Such risks are
identified and evaluated as part of the yearly risk mapping exercise. Three main environmental risks are included in
the risk map, based on the probability of the risk occurring and on its impact:
▪ Risk of damage due to a natural disaster;
▪ Risk of non-compliance with new local laws and regulations regarding environmental protection;
▪ Risk of being held responsible for environmental contamination we are unaware of.
Risk mitigating measures are defined, implemented, and evaluated on a yearly basis by the Executive Management
Team. A dedicated project has been introduced to ensure that the JENSEN-GROUP is fully compliant with local laws
and regulations. For further information on environmental risks, please refer to the ‘Risk Factors’ and ‘Risk
Management and Internal Control’ sections in this Annual Report.
32 ANNUAL REPORT 2022
1. Energy consumption
1.1. Our products
The JENSEN-GROUP takes sustainability and environmental protection seriously and is pursuing a continuous energy
saving strategy to meet the challenges of the future, such as climate change and the finiteness of fossil fuels.
Continuous investment in product development, alignment of its core processes and in-depth market presence
enable the JENSEN-GROUP to better meet its customers’ needs. Many of these developments are targeted at
reducing energy and water consumption, as well as increasing the uptime of equipment. This includes continuously
monitoring the performance of equipment during the development phase. Many product developments that target
natural resource and energy savings for customers are grouped under the CleanTech concept. In general, the
JENSEN-GROUP invests in the range of 2% to 3% of its turnover in product development every year.
CleanTech solutions consist of knowledge-based products and services that improve operational performance,
productivity and efficiency while reducing CO2 emission, energy and water consumption, waste, and pollution. The
objective of the JENSEN-GROUP CleanTech concept is to increase the efficient use of primary energy and to ensure
that such energy is consumed more economically in gas-heated laundry equipment. This also involves integrating
water and energy recovery systems into machines.
The CleanTech technology has produced some remarkable resource and energy savings for customers in recent
years as shown in the tables below. The figures are representative indicators of energy consumption of the most
efficient versions of JENSEN-GROUP's energy-intensive machines, namely dryers and ironers processing a
heterogeneous mix of textiles. They were recorded under ideal circumstances and may vary depending on the
context of exploitation and the different requirements of each laundry business. The JENSEN-GROUP is working on
aligning its reporting regarding energy data to be compliant with official calculation standards. The latter need to
be recognized internationally considering that about 40% of the JENSEN-GROUP's business takes place outside of
Europe.
Energy consumption
< 2005
> 2008
December 31
(in kWh*/liter)
2022
Dryer
1.35
1.08
0.95
Gas ironer
N/A
1.20
1.10
(*) excluding consumption of electricity
After the introduction of the CleanTech concept, further technological developments in recent years have led to
considerable reduction of the energy consumption of JENSEN equipment.
Average water consumption of under three liters per kg linen processed, and energy consumption of under one
KW/h per kg linen processed can be reached today with JENSEN products and solutions. Further major energy
reductions through water savings and automation are reported. The continuous development of innovative
technologies that can be easily integrated into new or existing equipment, such as heat exchangers, heat control
(InfraCare), product enhancements or software, are important steps towards the reduction of energy consumption.
ANNUAL REPORT 2022 33
The JENSEN-GROUP is working to take the energy reduction program a step further through continuous product
development and automation to ensure that the machines are operated efficiently without idling, and automatically
stopped if not operated. The integration of robotics into the product line, thanks to partner Inwatec, is another
major contributor towards automation and efficient energy and resource management. Technology and automation
are key not only to productivity, but also to sustainability.
The JENSEN-GROUP is aware of the environmental impact and finiteness of fossil fuels such as gas used for
CleanTech technology. Hence, the Group is working on product solutions powered by alternative energy sources
such as hydrogen and electricity. It is important, however, to underline that heavy-duty laundry equipment is
fundamentally different and much more complex in terms of energy requirements than household washing
machines. Consequently, the solutions to power these industrial laundry installations cannot be compared to what
the electro-domestic sector can offer.
1.2. Our production
The JENSEN-GROUP has a manufacturing platform of six PECs in five countries on three continents. Each
manufacturing site focuses on specific technologies for the heavy-duty industry. Environmentally friendly
equipment is developed and manufactured in the most ecologically responsible way. The JENSEN-GROUP does not
just limit itself to reducing CO2 emissions and energy and water consumption of its machines but also handles
valuable resources and energy sources carefully at the production stage. The reduction of energy consumption in
all factories is an important goal, and the necessary steps to improve that performance are being taken. While the
importance of harmonized measures is acknowledged, some external factors may vary from one geographical site
to the other and require adaptations to these measures, such as different climates, quality of building constructions
or local regulations, also have to be considered. Measures like temperature reduction in factories, replacement of
lighting with LED lighting, as well as the integration of alternative energy sources to generate electricity and heat
for the production of machinery are being studied or have already been implemented in certain cases like in China
with the installation of solar panels. Furthermore, factories apply concentrated production planning with annual
closings to keep the output at a constant high level. All transportation paths within the factory and from suppliers
are kept as short as possible. As part of the lean management principles, these movements are constantly
optimized.
December 31
December 31
Energy consumption
2022
2021
Electric consumption (in kWh)
6,967,456
6,464,703
Revenues (in thousands of euro)
341,639
259,716
kWh per euro revenue
0.020
0.025
34 ANNUAL REPORT 2022
2. Optimization of manufacturing process
2.1 Waste reduction
Technology also adds to the sustainability balance thanks to a computer program for the laser cutting system in
JENSEN-GROUP's largest factory that has enabled it to optimize the use of metal sheets, reducing the annual volume
of scrap steel by 30%.
December 31
December 31
(in %/total tons of steel)
2022
2021
Steel scrap
22.35
23.50
Other initiatives towards waste reduction, such as the reuse or recycling of material, have been implemented locally.
The plan, however, is to harmonize these measures for all production sites and report the data in the future.
2.2 Air pollution reduction
The two factories with their own paint booths, Xuzhou/China and Rønne/Denmark, both meet high standards for
emissions. These are constantly monitored, with each site employing a dedicated person in charge of environmental
issues and hazardous waste.
The pollutant discharge from the paint booths consists of hazardous solid waste, liquid waste, and waste acid from
the pickling station. The hazardous solid waste is stored in a separate warehouse for collection by the supplier. Its
correct disposal is supervised by the Chinese and the Danish governments. The wastewater is sent to official sewage
plants. The waste acid is stored in separate warehouses, supervised by government installed cameras (in China) or
locked (in Denmark), and collected by a government-appointed company. This ensures that the waste acid does not
pollute the environment. None of the plants have had any spills into the environment. Both paint booths are
thoroughly cleaned on a regular basis, depending on the activity.
December 31
December 31
Paint booth emissions
2022
2021
Powder consumption (in kg)
60,690
54,543
Paint booth spills
0
0
An environmentally friendly manufacturing process starts with selecting the most appropriate suppliers. The
JENSEN-GROUP is therefore constantly looking for partnerships with suppliers who can contribute resource- and
energy-saving opportunities of any kind.
ANNUAL REPORT 2022 35
3. Mobility
As indicated in its Mission Statement, the aim of the JENSEN-GROUP is to supply customers with sustainable single
machines, systems, turnkey solutions and laundry process automation. Sustainable solutions also imply that the
negative impact of activities on the climate are limited as much as possible by measuring and acting on the activities
mentioned above.
Furthermore, significant potential in the reduction of GHG emissions caused by employee mobility is noted. After a
drastic drop in business travels and increase in virtual meetings due to the Covid-19 pandemic, 2022 marked the
return of a certain normality. Nevertheless, the pandemic highlighted the possibilities of remote working, leading
to a considerable increase in virtual meetings, customer support, and e-learnings. The Group aims to keep business
travel to a minimum and allow home office to positively contribute to the reduction of the company carbon
footprint. Electrically powered vehicles (forklifts, vans) are also being introduced in factories, with plans in place for
these to become standard in all production sites in the near future.
JENSEN-GROUP will start measuring its emissions according to scope 1 and 2 in 2023. Until then and as a first
indicator of employee mobility, it is reporting the average fuel consumption of company cars and the number of
electric / hybrid vehicles utilized. The Group is aware that there is clear room for improvement in this area and will
update the car policy guideline accordingly. The aim is a 60% rate of cars powered by a renewable energy source by
2030, knowing that for certain business activities like customer service cars must always be ready for use and we
are dependent on the availability of charging stations.
TARGET
December 31
Fleet
2030
2022
Average fuel consumption (l /100 km)
N/A
5.7
Electric / hybrid cars on total fleet
60%
12%
36 ANNUAL REPORT 2022
4. Climate-related risks, dependencies, and opportunities
As mentioned in the Risks factor section of this Annual Report the JENSEN-GROUP operates in 23 countries and is
therefore exposed to natural hazards such as earthquakes, windstorms, or floods. It is reasonably accepted that in
the long-term climate change could result in an average increase of the worldwide temperature, which could cause
more frequent natural hazards. Because of this increased risk insurance coverage is taken when possible and
compliance with specific building codes is reviewed carefully, to reduce the impact on the Group's performance and
financial results.
The finiteness of fossil fuels and scarcity of primary resources such as water are challenging facts, but also an
opportunity to develop new and better technologies that will make the JENSEN-GROUP grow as a company. Already
now, the reduced water usage of solutions is considered to be a key differentiator and opportunity, with public
opinion attaching ever greater importance to climate change. Limiting the water usage of solutions is a further high
priority. The importance of sustainability throughout the value chain, starting from supplier selection, right through
to the strategic positioning towards customers, is also stressed.
Like many companies, the JENSEN-GROUP is dependent on natural, human, and social capital for its operations.
Water is increasingly becoming scarce, leading to the prioritization of further reduction of water usage in developing
new machines and solutions. Employees and by extension all stakeholders appreciate these initiatives, resulting in
more highly motivated employees and a better brand image throughout the value chain.
SOCIAL PERSPECTIVE
The social dimension of the ESG agenda is determined by the way that the Group deals with its people and embraces
the interest of society.
1. People
1.1 Employee Health & Safety
The JENSEN-GROUP considers the wellbeing of its employees' to be mission-critical. By marking the difference in
serving customers, our employees are the basis of the Group's success. The JENSEN-GROUP wants its employees
around the globe to work in safe and ergonomically sound environments. All employees are encouraged to help
build safe work environments by applying safety measures in their day-to-day activities. Health and safety are a
priority at each JENSEN-GROUP location. At all production sites, plant managers’ performance evaluations include
the prevention of work accidents and remedial initiatives taken.
ANNUAL REPORT 2022 37
Every JENSEN-GROUP factory has appointed a Health & Safety Manager, who is responsible for implementing Health
& Safety measures in their respective factory, starting from local regulations and requirements. At JENSEN China,
an equipment operation safety management system analyzes the key safety points in the production process.
Quarterly work environment committees, consisting of local management and employee representatives, are
organized at different factories to discuss health & safety procedures and to review work accidents. Compliance
with local health and safety laws and regulations is also part of the annual risk mapping exercise by the Executive
Management Team.
As a health-measuring indicator, reports are produced on occupational accidents and, for the first time, sick leaves.
These figures will serve to monitor the levels of employee health and develop corresponding solutions for
maintaining healthy and safe work environments. Until 2021 the accident counts were limited to factories. As of
this year and for the first time, casualties in SSCs are included. The criteria for work accidents have also been further
defined: since 2022 work accidents are defined as accidents that leading to a work incapacity and reported to a
work-related insurance or officially declared under local legislations.
TARGET
Accidents & sick days
2021
2022
2023
# accidents in PEC
34
36
< 30
# accidents in SSC
N/A
9
0
# sick days/employee*
N/A
5
< 5
(*) excluding long-term/ maternity / pandemic leave
1.2 Product safety
Responsibility for safety continues after the equipment is manufactured and has left the JENSEN-GROUP premises.
The safety of customers’ operators and of anyone using the equipment is deemed as important as that of JENSEN's
own employees. All equipment complies to the best of the Group's knowledge with all European safety regulations
(European Standards, ENs) and other local requirements. At the same time, machine safety must go beyond
regulations. Already during the product development phase, JENSEN-GROUP focuses on the ergonomics and overall
safety of equipment. Ergonomic solutions have been integrated in all sorting, handling, and finishing processes, e.g.,
optimized sorting belt height to reduce stress and strain caused by bending, engineered sorting stations which bring
the bin chutes closer to the operators and individually adjustable height loading stations. The JENSEN-GROUP
development teams also pay attention to the noise emissions of equipment, given the stress that noise pollution
causes to general health and well-being. Next to that, the JENSEN-GROUP is the only supplier of corner-less remote
stations and systems. A conveyor belt brings the linen right in front of the operator who only needs to pick it up
with one grip and feed the piece without having to look for corners. This solution facilitates the operator’s task by
making it easier and more comfortable to feed large and heavy flatwork pieces into remote stations.
JENSEN-GROUP aims to automate all manual or semi-automated processes. With a hands-free operation, laundries
also ensure top hygiene conditions. The product offering includes robotics from partner Inwatec ApS, which expands
on this approach. When soiled linen is sorted automatically by a robot, operators do not risk getting hurt or even
infected by potentially forgotten objects in the textiles (tweezers, scalpels, scissors, pens, and even larger objects).
38 ANNUAL REPORT 2022
The lifetime of textiles and equipment is also extended by not being damaged by these forgotten objects.
Removing this "dirty work" of linen sorting is a process that was not automated until a very short while ago.
Inwatec's automated soil sorting system, consisting of an X-ray machine and a learning system, minimizes the need
for human interaction in quality control and surveillance. Robots pick up the laundry pieces from conveyor belts
and transport them to the X-ray scanner, which detects unwanted objects. At the same time, an RFID chip reader
registers the garment and determines further sorting in the system. All these tasks can now be performed by a few
operators who have only to empty the pockets of the refused garments. The challenge has been to make robots
intelligent enough to replace human labor.
With this mindset, customers' work accidents have been reduced to an absolute minimum; even so, each
occupational accident is considered as one too many. Product safety is and will therefore remain a cornerstone of
the JENSEN-GROUP strategy.
1.3 Human rights
The JENSEN-GROUP has built and continues to build its success and growth on, key values best summarized as the
JENSEN Spirit: respect for others, exemplary behavior, integrity, and responsibility. Those key values are part of a
larger framework that is also recognized and applied by the JENSEN-GROUP, and which consists of the United
Nations (UN) Universal Declaration on Human Rights, the UN Convention on the Rights of the Child, the European
Convention on Human Rights, and the International Labor Organization (ILO) Fundamental Conventions.
In view of the above, the JENSEN-GROUP is committed to be an ethical and responsible company, to limit
environmental impacts, and to promote the highest standards of integrity. This approach is fully reflected in the
JENSEN-GROUP Ethical Business Policy Statement which is our Code of Conduct. It condemns any form of child labor
or discrimination and promotes decent working conditions and freedom of association. Any violation of the Ethical
Business Policy Statement might cause operational disruption, damage to reputation, and financial losses and
appropriate disciplinary actions will be imposed against any officer, employee, supplier, customer, or business
partner, that fails to respect the Ethical Business Policy Statement.
The JENSEN-GROUP intends to fully associate all of its suppliers, manufacturers, subcontractors, licensees and
distributors, regardless of the product or service provided with this approach and these values. Accordingly, a new
Suppliers' Code of Conduct was elaborated in 2022 and submitted for approval to all of the Group's most important
PEC suppliers ("A-suppliers"). Almost 80% of A-Supplier signed it or referred to their own Code of Conduct in line
with the one of JENSEN-GROUP. The remaining of the strategic suppliers are expected to commit to it steadily until
the end of 2023. China leads the way with 98% of all strategic PEC suppliers having already approved the Suppliers’
Code of Conduct.
Rate of adherence to Suppliers' Codes of
Conduct
TARGET
2023
2022
A suppliers
100%
78%
A/B/C suppliers
80%
50%
ANNUAL REPORT 2022 39
1.4 Diversity
The JENSEN-GROUP is fully aware of its responsibility towards its employees. Driven by the JENSEN Spirit, its culture
is open and international. The JENSEN-GROUP offers opportunities for achievement, recognizes people’s
contributions, gives each team member as much responsibility as possible, and offers training and development
opportunities. This open culture results in job satisfaction for each employee and in long-term employment at the
JENSEN-GROUP, as shown by the high average career lengths of 9 years.
Especially for engineering companies that aim at building long-term relationships with their customers (often over
generations), seniority is an important success factor. Senior staff are valuable employees who become knowledge
leaders in the organization. They pass their experience and knowledge on to junior staff members, both in a
structured way, as in our corporate JENSEN Academy trainings, and on-the-job.
Opportunities for promotion are not preferentially offered to senior employees: the JENSEN-GROUP leadership
team promotes colleagues based on their achievements, talents, and ambitions, regardless of their length of service.
Furthermore, the JENSEN-GROUP makes no distinction in terms of age, gender, culture, religion, origin, or other
form of diversity. The Group is committed to providing equal opportunity in employment and to respecting the
rights and dignity of each employee. All forms of discrimination in recruitment and promotion are prohibited. The
JENSEN-GROUP is driven by culture. Living the JENSEN Spirit leads to everyone doing the right things naturally.
This approach is underlined in the Ethical Business Policy Statement to be followed and respected by all employees.
It can be found on the Company website and a summary is available in the introductory manual handed out to all
new employees ("JENSEN Blue Book") and available on the Intranet. It clearly states, “we provide equal opportunity
in employment to all employees and applicants for employment and do not discriminate based on race, religion,
political belief, color, sex, age, national origin, disability or any other illegal classification". Reference is also made
to Goal 10 of the Sustainable Development Goals to which the Group adheres fully.
As of 2023, it is planned that all current and new employees will sign this Ethical Business Policy Statement.
There are 49 nationalities in the JENSEN-GROUP.
Female/male (total workforce 2022) Female/male (management 2022)
12% 88% 14% 86%
As a direct consequence of the type of business, the percentage of women is rather low, though with a higher
percentage in management. Furthermore, the Belgian Law of 28 July 2011 on gender diversification requires that
at least one third of the Board of Directors be female. JENSEN-GROUP NV is in full compliance with this law.
The Group plans to review its Human Resources Guidelines to make sure that diversity and gender are factors taken
40 ANNUAL REPORT 2022
into consideration in the recruitment process. The JENSEN-GROUP believes that talent can come in any form or
shape and the JENSEN Spirit is universal.
1.5 Employee engagement, training & development
To fulfill the Group's mission and to sustain the JENSEN Spirit, great effort is made to attract and retain talented
people, while developing the skills of current and future leaders. In recent years, the JENSEN-GROUP has invested
heavily in the development of its employees, through corporate training, local training, and individual initiatives.
Training is given through the JENSEN Academy at all organizational levels, with webinars and onboarding training
for new employees, new managers, and new project managers. Training programs include technical and function-
specific training, as well as leadership modules that help employees develop and cooperate in a global business
environment. Developing teamwork and collaboration is critical to success.
Given the international character of the JENSEN-GROUP, digital training for office employees (sales, marketing,
management, and back-office) has been offered since 2010. When the Covid-19 pandemic hit, similar approaches
for staff that had previously trained on-site at the factories were quickly developed. While digital meetings cannot
fully replace live training sessions either at customer sites or in our factories, the Group can now offer hybrid training
solutions for most employees as well as remote customer support. This means more comfort and personal time for
people, lower GHG emissions and considerable savings on travel expenses.
Furthermore, the Group is proud to function as a training center for the younger generation by offering
apprenticeships in factories in a range of professions.
For the first time, key people development figures are being reported, as the Group looks forward to providing
more data for comparison next year.
People development
TARGET
2023
2022
Average hours of training / employee
30
21
# Apprentices / trainees
70
60
The intention is to ensure that the JENSEN-GROUP continues to be an attractive employer for new talents and
current employees. For this reason, voluntary resignations are being monitored. The churn rate in 2022 lies at 5%.
ANNUAL REPORT 2022 41
The JENSEN-GROUP aims to further strengthen its open culture and to embed it throughout the Group. For this, a
variety of communication channels and platforms to inform employees about corporate targets, strategies and
current developments is used. Jennet, the intranet of the JENSEN-GROUP, offers information on a wide range of
subjects, including product information, HR information, and the Group's Principles and Guidelines. While Jennet is
a valuable tool for disseminating information within the Group, the use of internal social media, including an app
on employees’ smartphones, as a modern way of sharing news and interacting is also encouraged. The various
departments then determine their own priorities using these general communication tools and implement action
plans to achieve them. These collaborative tools support the exchange of new ideas and insights, and ultimately,
personnel and organizational development.
1.6 Our customers
The JENSEN-GROUP culture clearly makes the difference: by incorporating past experience, the present
characterized by common values, and its future. The Group is keen to deepen its corporate culture throughout the
organization, in the belief that this is a dynamic process that directly incorporates the needs of its customers. As
customers know the laundry business better than anybody else, the JENSEN-GROUP seeks to create partnerships
with them. Constant dialogue with customers, through local presence, results in long-term relationships. In this way
their needs are known, creating a focus on efficiencies to provide sustainable laundry solutions and systems. The
CleanTech solutions help the Group gain new customers that require ecological processes to meet Corporate Social
Responsibility guidelines or to obtain quality certificates.
With the JENSEN-GROUP, customers have a strong partner that they can rely on from the moment of the initial
consultation, on to the planning stage, correct installation, and start-up of the equipment and through to after-sales
service. This includes regular technical inspections of the JENSEN equipment and customer training, both of which
increase productivity and profitability by reducing maintenance costs for customers and helping avoid equipment
downtime. It is believed that this strong business partnership between the JENSEN-GROUP and its customers places
the Group in a win-win position.
42 ANNUAL REPORT 2022
2. Society
2.1 When global meets local
The JENSEN-GROUP is truly committed to serving customers to the best of its abilities, joining forces with business
partners to develop mutually rewarding relationships and to supporting the communities where employment is
provided.
The Group's strategy is to fully leverage its global capabilities while reinforcing its local presence in every significant
market. The JENSEN-GROUP brand portfolio represents tailor-made and high-quality solutions for its customers
wherever they are. In that respect, the aim is to truly make a difference by entering local level partnerships and
respecting local habits and needs, as well as respecting the needs and requirements of the wider local community
by living up to the highest professional standards and complying with all legal requirements.
Geopolitical instabilities, an energy crisis, the Covid-19 pandemic, and climate change are real challenges calling for
immense agility and resilience. Management, staff and customers will have to stay alert and flexible. In the
meantime, the Group seeks to do what it does best, which is to keep up the JENSEN spirit, nurture its relationships
with customers and colleagues, and support local communities by providing decent employment and engaging in
socially responsible initiatives. A tight solidarity is key to success in demanding times.
The JENSEN-GROUP has created an environment in which personal initiatives are highly appreciated, as it is
strongly convinced that its employees are best placed to identify local needs in which the JENSEN-GROUP can
make a difference. It is believed that JENSEN-GROUP's people live its value statement ‘we think globally and act
locally’ and this has resulted in many different initiatives and activities on company-wide and local levels.
Regardless of the current situation, the world is becoming a global village, where people will continue to travel,
both for business and for leisure, to traditional and new destinations (emerging markets). This offers opportunities
for growth, with an increased need to process hotel and catering linen, and for increasing the JENSEN-GROUP’s
sustainable and social contribution by providing environmentally friendly equipment.
ANNUAL REPORT 2022 43
44 ANNUAL REPORT 2022
GOVERNANCE
1. Corporate governance
As the JENSEN-GROUP NV share is quoted on the Euronext Stock Exchange, the Company has adopted the 2020
Belgian Corporate Governance Code (the "2020 Code") as well as a risk management and internal control process.
For more information on these, please refer to the separate Corporate Governance chapter in the Annual Report
and to the Corporate Governance Charter on the Company website Corporate Governance (jensen-group.com).
It is acknowledged that adopting the 2020 Code, positively contributes to a better society by inspiring greater trust
among investors and other stakeholders. As maintaining trust in the brand and organization is considered to be a
crucial part of the JENSEN-GROUP strategy, a strict Policy to Prevent Insider Trading and a whistleblowing procedure
have been implemented, both of which significantly reduce the risk of improper conduct or appearance thereof.
Please refer to page 63 of the Annual Report for more information on the insider trading policy and to the chapter
below on "Business ethics" for more information on tools to prevent unethical behavior.
The JENSEN-GROUP considers integrity, honest business practices and lawful conduct amongst its topmost
priorities. No business requirement can justify an illegal, unethical or unprofessional act. Success in business
depends upon maintaining the trust of employees, company directors, shareholders, customers, suppliers and other
business partners, as well as government authorities and the public at large.
Against that background, the JENSEN-GROUP has developed an Ethical Business Policy Statement that reflects its
values and the moral, legal and business expectations that it has towards its employees and stakeholders (see the
chapter above on "Human Rights" and the chapter below on "Business Ethics"). Any violation of the Ethical Business
Policy Statement might cause operational disruption, damage to reputation, and financial losses and appropriate
disciplinary actions will be imposed against any officer, employee, supplier, customer or business partners who fails
to respect the Ethical Business Policy Statement.
It is the Group's aim to be compliant with all local tax rules. The JENSEN-GROUP maintains a transparent, honest,
and co-operative approach with all tax authorities. The Group does not engage in aggressive tax planning practices.
Finally, the JENSEN-GROUP has developed an Internal Control Process. For more information about this process,
please refer to the chapter on "Risk Management and Internal Control" in the Corporate Governance Statement
below.
ANNUAL REPORT 2022 45
2. Business ethics
The JENSEN-GROUP strives to maintain an open culture throughout the organization. The Group's Code of Conduct
outlines the responsibilities for proper practices of both individuals and the organization. These contribute to the
welfare of and respect for all stakeholders.
With the ‘we think globally, and act locally’ approach, considerable authority is shifted towards local management.
This requires making sure that several rules are respected. At the JENSEN-GROUP, these are summarized in the
‘Principles and Guidelines’ which can be found on the JENSEN intranet. In addition, the JENSEN-GROUP has
developed several control mechanisms to prevent unethical behavior at all levels, namely:
➢ an Ethical Business Policy Statement and a Suppliers Code of Conduct condemning, among other things,
any form of corruption or bribery that undermines fair trade (available on the Company website).
➢ a Corporate Governance Charter defining the role and responsibilities of the Board of Directors (available
on the Company website).
➢ a Policy to Prevent Insider Trading signed by all employees with access to sensitive Information (internal
document).
➢ a Whistleblowing Hotline open for all employees and other stakeholders of the JENSEN-GROUP and
operated by an independent trusted third party (accessible through the Company website).
➢ an ICT Policy to prevent violation of personal data and cyber-related risks signed by all employees
(internal document).
These rules and procedures give all employees and anyone acting on behalf of the JENSEN-GROUP the possibility to
report any suspected or actual violation of rightful business practices. There were no reports of unethical behavior
in 2022, as the Group looks forward to an equally positive outcome for 2023.
Further reference can be made to the Corporate Governance Statement below of the present report for additional
details about governance structure and the Board of Directors' commitment to sustainable and responsible
leadership.
46 ANNUAL REPORT 2022
Conflict of interest
Under the Companies and Associations Code, the members of the Board of Directors are required to give the
Chairman prior notice of any agenda items in respect of which they have a conflict of interest with the Company,
either direct or indirect, whether of a financial or other nature, and to refrain from participating in the discussions
of and voting on those items. Conflict of interest is therefore a standard item on the agenda of each Board of
Directors meeting. In the course of 2022, three potential conflicts arose at the meeting of the Board of Directors
that was held on March 10, 2022, during which the share buy-back program, the dividend proposal and the re-
appointment of a Board member were discussed.
The relevant excerpts from the minutes of said Board meeting are included below:
" On March 10, 2022, at 11.30 a.m., the Board of Directors of JENSEN-GROUP NV (hereafter: “the Company”) holds
a meeting via videoconference by means of which all participants can see and hear one another.
The following Directors are present:
- YquitY bv, represented by Mr. Rudy Provoost
- SWID AG, represented by Mr. Jesper Munch Jensen
- TTP bv, represented by Mr. Erik Vanderhaegen
- Inge Buyse bv, represented by Mrs. Inge Buyse
- Mr. Jobst Wagner
- Cross Culture Research LLC, represented by Mrs. Anne Munch Jensen
The following invitees are attending:
- Werner Vanderhaeghe bv, represented by Mr. Werner Vanderhaeghe, Esq.
- Mr. Markus Schalch
Mr. Provoost (hereafter: “the Chair”) presides. Mr. Vanderhaeghe acts as Secretary. The Chair points out that
notice of the meeting was given by email of March 4, 2022, that all Directors are present, and that the meeting is
validly constituted. The Chair then proposes that the meeting consider the following items of business.
Conflict of interest
The Chair informs the members of the Board that by letters dated, respectively, March 7 and March 8, 2022, and
addressed to the Chair and the Company’s statutory auditor, SWID AG and Mr. Wagner gave notice of a conflict of
interest in relation to the items on the agenda referred to as “Share buy-back program” and “Proposal for
Dividend,” while Cross Culture Research LLC gave notice, by similar letter dated March 7, 2022, of a conflict of
interest in relations to the items “Share buy-back program,” “Proposal for Dividend,” and “Proposal re-election
Directors.” The letters are next handed over to the Secretary for filing with the Board’s records, and Mrs. Jensen
and Messrs. Jensen and Wagner confirm that they will abstain from the discussion and the vote relative to the
items on the agenda in relation to which they have notified a conflict of interest. All other members of the Board
then confirm that they have no conflict of interest in relation to any of the items on the present agenda.
ANNUAL REPORT 2022 47
Following a brief review of the items on the agenda and of the various documents relative to these items that were
sent to the members of the Board, the Chair moves for a decision on the items that require approval of the Board
and after discussion, the Board proceeds as follows.
(…)
Report Board Committees – Review and approval proposal Nomination and Remuneration Committee of
Remuneration Policy and Remuneration Report – Proposal delegation of powers – Proposal re-election Directors
(…)
The Chair then recalls for the members of the Board that the term of office of Cross Culture Research LLC as a
Director will expire at this year’s Annual Shareholders’ Meeting and that the Nomination and Remuneration
Committee has made a proposal for its re-election as referred to earlier in the meeting. The Chair confirms in this
regard that Cross Culture Research LLC, represented by Mrs. Jensen, has expressed an intention to seek re-election
and that under current law this Director would maintain the qualification as non-independent Director. Following a
brief discussion of the Nomination and Remuneration Committee’s assessment of the incumbent Director’s
credentials and track record on the Board and the Board Committees, the Chair moves for a decision and the Board
adopts the following resolution:
“Upon a motion duly made, the Board of Directors resolves unanimously, with Mrs. Anne Munch Jensen abstaining
from the discussion and vote, to propose Cross Culture Research LLC, represented by Mrs. Anne Munch Jensen, for
re-election by the shareholders to the Board of Directors for a term of 4 years and with the qualification as non-
executive, non-independent Director; resolves further to submit such proposal for approval by the shareholders at
its Annual Meeting to be held on May 17, 2022.”
(…)
Presentation and approval Financial Statements 2021 JENSEN-GROUP NV and Consolidated Accounts 2021
JENSEN-GROUP – Preparation and approval of Report to Shareholders – Preparation and approval of Corporate
Governance Statement - Proposal for dividend
The Chair reviews with the Board the draft financial statements of the Company and the consolidated accounts of
JENSEN-GROUP for the year ended as at December 31, 2021, the proposal for the Report to the Shareholders on
the Company’s and the Group’s activities in the course of 2021, and the proposal for the payment of a dividend.
(...)
The Chair then recalls for the Board the discussion in the Audit and Risk Committee, as reported earlier in the
meeting, on the proposed dividend payout in view of, inter alia, the continuing impact of the ongoing COVID-19
crisis and the cash position of the Company. At the Chair’s suggestion, the Board resolves to adopt the following
resolution:
(…)
“Upon a motion duly made, the Board of Directors resolve unanimously, but with SWID AG, represented by Mr.
Jesper Munch Jensen, Cross Culture Research LLC, represented by Mrs. Anne Munch Jensen, and Mr. Jobst Wagner
abstaining from the deliberation and vote, to approve the proposal for the payment of a dividend to the
Company’s shareholders in the amount of 0.50 Euro per share, payable as of May 31, 2022.”
48 ANNUAL REPORT 2022
(…)
Share buy-back program
At the request of the Chair, Mr. Schalch outlines for the Board and comments on BDO’s valuation of the Company
in connection with the proposal for a share buy-back program that the Board requested at its meeting on
December 9, 2021. The slide presentation by Mr. Schalch, the draft report on the subject by an ad hoc committee
of independent directors, as well as the Valuation Report by BDO dated February 2022 were sent to the members
of the Board with the notice of the meeting. The Board reviews in extenso the outcome of the valuation and the
financial impact on JENSEN-GROUP and its bank covenants, the timing, the maximum number of shares, and the
upper price limit as suggested by management and set forth in the presentation by Mr. Schalch. The Board further
acknowledges the recommendation by management to select an investment bank to whom the buy-back mandate
will be granted. In concluding the discussion on this item, the Chair suggests for management to liaise with the
Chairman of the Board and the Chair of the Audit and Risk Committee for purposes of executing the program and
instructing the mandate. The Chair then moves for a decision and the Board resolves as follows:
“Upon a motion duly made, the Board of Directors resolves unanimously but with SWID A.G., represented by Mr.
Jesper Munch Jensen, Cross Culture Research LLC, represented by Mrs. Anne Munch Jensen, and Mr. Jobst Wagner
abstaining from the discussion and the vote to approve the buy-back mandate and to appoint an investment bank
to whom the buy-back mandate will be granted, thereby respecting the price parameters and conditions as set
forth in Article 11 of the Company’s by-laws and discussed at the meeting.”
(…)
There being no further business to discuss, the meeting adjourns at 3.15 p.m.
ANNUAL REPORT 2022 49
Investments and capital expenditures
Capital expenditures in 2022 amounted to 5 million euro (22 million euro in 2021), consisting primarily of
investments in the office building in Panama City (JENSEN USA) destroyed by Hurricane Michael, and in machinery
and vehicles.
In 2021, investments and capital expenditures primarily consisted of the purchase of land rights and buildings in
China and the 40% increase in the shareholding in Inwatec ApS, Denmark.
Research and Development
The JENSEN-GROUP does not perform fundamental research but undertakes continuous product development.
These expenses in respect of the continued operations amounted to 6.3 million euro in 2022 (5.2 million euro in
2021). Until the end of 2020, the Group did not capitalize development expenses but expensed them as incurred.
For further information, refer to Note 4 below on Non-Current Assets (p.103). The depreciation period is
evaluated continually, and the asset is reviewed annually for impairment.
Use of financial instruments
The JENSEN-GROUP uses derivative financial instruments to reduce its exposure to adverse fluctuations in interest
rates and foreign exchange rates. It is the Group’s policy not to hold derivative instruments for speculative and
trading purposes.
As of December 31, 2022, currency brought forward hedges existed in an amount of 2.0 million euro and currency
sold forward hedges existed in an amount of 15.6 million euro. The Group also had an Interest Rate Swap (IRS)
outstanding in amounts of 15.0 million DKK with maturity 2039 and a fixed rate of 0.4350%.
50 ANNUAL REPORT 2022
Litigation
Provisions have been set up in respect of all claims that, based on prudent judgment, are reasonably accounted
for. The JENSEN-GROUP keeps track of all potential litigations and pending legal cases at the Group level. In this
chapter, cases against the Company or one of its subsidiaries are covered. Pending issues per major category are:
▪ Public and product liability claims:
2 claims in the USA
1 claim in Australia
1 claim in UK
4 claims in the EU
▪ Claims from employees:
1 claim in the USA
▪ Commercial claims:
2 claims in the EU
1 claim in the USA
▪ Environmental risk:
1 ongoing case in the USA
Most of these claims are covered by insurance. Based on legal advice taken, management does not expect these
claims to significantly impact the Group's financial position or profitability. Where management considers it
probable that a liability will arise, the potential effect of the claim has been estimated and a provision has been
made.
ANNUAL REPORT 2022 51
Corporate Governance Statement
Statement of Corporate Governance
JENSEN-GROUP NV has adopted the 2020 Code on Corporate Governance, which is available on
www.corporategovernancecommittee.be, as its reference code. The Company has implemented the Code since
2004, has consistently reviewed the major requirements and evolution thereof, and regularly evaluates the Group's
degree of compliance there-with. To the best of its knowledge and belief, and subject to the comments on
exceptions as explained hereinafter, the Company has been and remains compliant with the 2020 Code.
The Company has adapted its Corporate Governance Charter in accordance with the 2020 Code, and the Board of
Directors has thereby adopted and published the following revised documents:
▪ Charter of the Board of Directors, including standards of independence and requirements for Directors;
▪ Charter of the Nomination and Remuneration Committee;
▪ Charter of the Audit and Risk Committee;
▪ Communication Policy;
▪ Role and Responsibilities of the Chairperson of the Board of Directors;
▪ Role and Responsibilities of the Executive Management.
The Corporate Governance Charter can be found on the Company website www.jensen-group.com under the
heading “Investor Relations/Corporate Governance,” and is regularly reviewed and evaluated by the Board of
Directors. The Corporate Governance Charter is part of the day-to-day proceedings of the Company’s Board of
Directors and Board Committees and has been and remains to the best of the Group's knowledge and belief
compliant with the 2020 Code.
According to the “comply or explain” principle, the Company may deviate from the 2020 Code, provided that it duly
explain the reasons for such deviation, which could be linked to the Company’s nature, organization and/or size. At
present, the Company first of all departs from Recommendation 4.14 of the 2020 Code by not having an internal
audit staff and instead outsourcing the internal audit function to external parties. In this regard, the Company’s
Audit and Risk Committee has concluded that an in-house internal audit function would not be an effective
function because:
▪ The JENSEN-GROUP consists of multiple smaller entities with limited turnover that are closely monitored
by local management teams.
▪ The management teams are further monitored by the JENSEN-GROUP headquarters through quarterly
operational and financial reviews and through regular management visits to the headquarters site.
▪ All JENSEN-GROUP subsidiaries are aware of the JENSEN-GROUP policies and procedures, and the Group's
relative size continues to allow for regular communication and face-to-face meetings with all local
management teams.
▪ For consolidation purposes, all JENSEN-GROUP companies are audited by the same accounting firm and
significant risk factors are consistently reviewed in the external audit scopes of the different subsidiaries.
52 ANNUAL REPORT 2022
For these reasons, the Board's Audit and Risk Committee develops internal audit priorities both through
consultation with the external auditor and based on a risk analysis, while also retaining an independent outside
audit firm for specific internal audit projects. This approach is considered more effective than an in-house internal
audit function as the Audit and Risk Committee can outsource the internal audit activity to a locally competent
internal audit service provider.
Second, the professional qualifications and duties of the Directors to be (re-)appointed were not stipulated in
the invitation and notices for the next Annual Shareholders’ Meeting, which is a departure from
Recommendation 5.6 of the 2020 Code. In particular, this departure is explained by the fact that these
qualifications and duties have already been specified in several press releases and annual reports as including
both broad international experience and operational and financial knowledge that is adequate to function in an
audit and risk committee or nomination and remuneration committee.
Third, the Company deviates from Recommendation 9.1 of the 2020 Code in that it has no formal arrangement for,
and therefore does not regularly assess, the interaction between the non-executive Directors and the Executive
Management. This deviation is explained by the fact that in practice, the CEO and CFO always attend the Board and
Board Committee meetings, while the non-executive Directors can meet the executive managers as they wish by
visiting locations or requesting a separate meeting to discuss specific topics. In addition, the non-executive Directors
have the opportunity to meet at least once a year in the absence of the CEO and the other executives.
In accordance with Recommendation 7.12 of the 2020 Code, the main terms and conditions of the contracts of the
CEO and the other executives are approved by the Board of Directors based on the advice of the Nomination and
Remuneration Committee. The contracts deviate from Recommendation 7.12, however, in that they presently do
not enable the Company, nor specify where it would be appropriate, to recover or withhold the payment of variable
remuneration insofar as enforceable by law, although the Board of Directors may always include such provisions in
the future. Based on a comparison of market data that the JENSEN-GROUP believes reflect the current thinking
about balanced compensation, the Nomination and Remuneration Committee hereby applies between 30% - 60%
variable remuneration depending on the level of function. The contracts of the CEO and other executives also
contain specific provisions relating to early termination.
Within the JENSEN-GROUP, neither the non-executive board members nor the executives receive any remuneration
in the form of JENSEN-GROUP NV shares. This is a departure from Recommendations 7.6 and 7.9 of the 2020 Code,
which is explained by the fact that the Company has had a long-standing practice of setting its remuneration policy
based on an alignment of annual objectives and actions with the long-term value creation and sustainability
objectives of its shareholders and other stakeholders. The Board of Directors and the Nomination and Remuneration
Committee have applied that policy consistently over the past ten years and with good results, as underscored by
the performance record of the Company during that period. The Board of Directors has hereby concluded, further
to the advice of the Nomination and Remuneration Committee, that the grant of the JENSEN-GROUP shares would
run counter to this policy and therefore decided against remuneration in such form.
ANNUAL REPORT 2022 53
For the same reason, the Board of Directors does not apply the requirement, as set out in article 7:91 of the
Companies and Associations Code, to spread targets and payment of variable compensation over multiple years. To
that effect, the shareholders approved an exemption from this requirement for the first time in May 2014 and most
recently renewed this exemption at the Annual Shareholders' Meeting of May 2020.
Last, there are no specific agreements or systems that give the Company the right to claw back paid variable
compensation, which is a departure from Recommendation 7.12 of the 2020 Corporate Governance Code. This
departure is explained by the fact that the Company applies a Remuneration Policy of setting performance targets
and paying out variable compensation in line with achievement levels on an annual basis. If the Company were to
opt for a long-term incentive scheme based on multi-year strategic objectives, the departure from Recommendation
7.12 would be revisited.
The information found in the Corporate Governance Charter is provided “as is” and is solely intended for clarification
purposes. The recommendations and policies found in the Corporate Governance Charter are in addition to, and
not intended to change or interpret, any law, regulation, or the Certificate of Incorporation or Bylaws of the
Company. By adopting the revised documents included in the Corporate Governance Charter, the JENSEN-GROUP
does not enter into any obligation or contractual or unilateral commitments whatsoever and these documents are
instead intended as guidelines in the day-to-day operations. Competences and tasks attributed to the Board of
Directors are to be seen as enabling clauses, not as mandatory rules, or compelling lines of conduct.
Risk management and internal control
In accordance with the relevant provisions of the Companies and Associations Code, the JENSEN-GROUP has
adopted and implemented a risk management and internal control process.
The following description of this process is based on the Integrated Internal Control Framework and the Enterprise
Risk Management Framework as published by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
The Board of Directors supervises the proper functioning of the risk management and internal control process
through the Audit and Risk Committee. The Board of Directors has delegated the tasks of implementing a risk
management process and internal control system to the Executive Management Team, expecting reports on both
topics from the Executive Management Team at regular intervals.
Risk management
Based on a framework model prepared by an external consultant, the JENSEN-GROUP's Executive Management
Team has developed a risk map describing the Company's financial, operational, strategic, and legal risks. Prepared
for the first time in 2008 and reviewed on a regular basis, this map outlines and evaluates the probability of the
different risks occurring, the impact of such occurrence on the results, and the measures to mitigate the risk
exposure. The Executive Management Team presents the conclusions of this risk management exercise to the Audit
and Risk Committee and subsequently to the Board of Directors, which discusses the significant risks and changes
54 ANNUAL REPORT 2022
in risks with management on an 'as needed' basis and at least once a year.
The Executive Management Team discloses, on a quarterly basis, a certain number of risk areas as reported during
the quarterly review process by the reporting entities. The Executive Management Team then re-examines those
risks, formulates mitigation approaches, and looks at various ways to transfer, for areas of continuing material risk
exposure to the Company, the risks to third parties.
Internal control
Definition
Internal control is a process that is defined and has to be followed by the Board of Directors, management, and
other personnel. It is designed to provide reasonable assurance regarding the achievement of objectives in the
following categories: a) strategic – high-level goals, aligned with and supporting its mission; b) effectiveness and
efficiency of operations; c) reliability of financial reporting; and d) compliance with laws and regulations.
Control environment
The Board of Directors and the Executive Management Team have approved and adopted the JENSEN-GROUP
Ethical Business Policy Statement, which sets forth the JENSEN-GROUP’s mission and ethical values, describes the
JENSEN-GROUP’s rules of conduct, and lists the transactions that are permissible between the JENSEN-GROUP and
third parties to the extent that these transactions are not covered by the legal provisions on conflict of interest.
Implementation and application of the Ethical Business Policy Statement is mandatory for all companies of the
JENSEN-GROUP and a review of its provisions is integrated into every training session that is organized. The Ethical
Business Policy Statement is updated on a regular basis and can be found on the Company website www.jensen-
group.com under the heading “Investor Relations/ Corporate Governance."
In addition, the JENSEN-GROUP has developed a whistleblowing procedure that is available to all stakeholders on
the Company website under the heading "JENSEN-GROUP Whistleblowing Procedure." The Company is currently
considering the need, if any, to update this procedure in view of the recently adopted Directive (EU) 2019/1937 of the
European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union
law (the "Whistleblower Directive") and the partial transposition thereof into Belgian Law by the Law of 28 November
2022 on the protection of reporters of breaches of Union or national law discovered within a legal entity in the private
sector.
In 2022, the JENSEN-GROUP started to implement a Supplier Code of Conduct, which outlines the standards with
regard to business integrity and ethics, labor and social standards, environment, general principles of business and
related management systems that the JENSEN-GROUP expects its suppliers to comply with. To increase social and
environmental responsibility, the Code of Conduct may require suppliers to go beyond compliance with locally
applicable laws and regulations.
ANNUAL REPORT 2022 55
Control activities and monitoring
The JENSEN-GROUP consists of several entities that are closely monitored by local management teams. The JENSEN-
GROUP headquarters further monitors the local management teams through quarterly operational and financial
reviews. In addition, the Company’s Group Controlling and Reporting function reviews the different entities on a
quarterly basis.
The JENSEN-GROUP monitors its business with a view towards achieving a certain level of Return on Capital
Employed (ROCE).
The local management teams are responsible for implementing the JENSEN-GROUP Procedures and Guidelines.
Conformity with reporting requirements
All applicable IFRS accounting principles, guidelines and interpretations are incorporated in the accounting manual,
which is updated on a regular basis, and which is part of the JENSEN-GROUP Procedures and Guidelines. The JENSEN-
GROUP Procedures and Guidelines are available on the JENSEN-GROUP's intranet and accessible to all local
management and staff. Additional reporting is undertaken as requested by management and/or the Audit and Risk
Committee and is, where appropriate, included in the accounting manual.
The Financial Managers of the JENSEN-GROUP meet at regular intervals and are on each of those occasions informed
about the relevant changes in IFRS. Training is provided on an 'as needed' basis to ensure the correct
implementation of such changes.
All JENSEN-GROUP companies are converting to the same ERP system over a set timeframe. All companies use the
same software to report the financial data for consolidation purposes.
The JENSEN-GROUP's management has introduced, after discussion with the Audit and Risk Committee, a set of key
controls to provide reasonable assurance about the reliability of financial reporting and of the financial statements
made available to external parties starting in 2009. Local management has implemented these key controls, which
are reassessed on a regular basis and amended if necessary. Compliance with key controls at local level is also
checked periodically.
Financial Reviews
To ensure the accuracy of the reported data, the JENSEN-GROUP Controlling and Reporting function reviews on a
quarterly basis the financial accuracy of all data submitted for consolidation, their consistency with the budget or
rolling forecasts, deviations from the budget, forecast or previous year, and the explanations of such deviations.
The JENSEN-GROUP's management then ensures proper follow-up on, and actions in response to, any deviations.
Operational Reviews
Monitoring is performed during the quarterly Business Board Reviews, which include a financial review that
specifically focuses on major changes in P&L and balance sheet items, deviations from budgets or forecasts, and
consistency in applying IFRS rules. The internal control system is monitored on a quarterly basis.
56 ANNUAL REPORT 2022
Management’s monitoring of internal controls is performed on a continuous basis. The performance of the
individual companies of the JENSEN-GROUP is measured and compared with both the rolling forecasts and figures
of previous years, which may identify anomalies indicative of a control failure. Failures are promptly remedied.
For consolidation purposes, all JENSEN-GROUP companies are audited or reviewed by the same accounting firm,
and significant risk factors are reviewed consistently in the external audits of the different subsidiaries. The external
auditor reports twice a year to the Audit and Risk Committee on the findings of such audits or reviews and on any
significant issues.
Relevant findings by the Internal Audit (which is outsourced as described above) and/or the Statutory Auditor are
reported to both the Audit and Risk Committee and to the management concerned. Periodic follow-up is performed
to ensure that corrective action has been taken.
All relevant financial information is presented to the Audit and Risk Committee and to the Board of Directors so as
to enable both to analyze the financial statements. Prior to any external reporting, all press releases and other
financial information are subject to:
▪ Appropriate review and controls by the JENSEN-GROUP headquarters.
▪ Review by the Audit and Risk Committee.
▪ Approval by the Board of Directors.
As reported above, the Audit and Risk Committee believes that an in-house internal audit function is not the most
effective and efficient way to perform audit work within the JENSEN-GROUP. The Audit and Risk Committee has
therefore, in consultation with the external auditor, and on the basis of a risk analysis, developed an internal audit
plan and retains an independent outside audit firm for specific internal audit projects. The Audit and Risk Committee
outsources the internal audit activity to a locally competent audit service provider.
In 2022, an internal control was performed on the proper implementation of internal control framework and an
independent internal audit on Microsoft Dynamics 365.
Furthermore, significant results from prior internal audit reports are regularly reviewed with respect to progress
until the related issues are fully addressed.
Information and communication
The JENSEN-GROUP Controlling provides management with transparent and reliable information in a form and
timeframe that enables management to effectively carry out its responsibilities.
Every year, the JENSEN-GROUP Controlling prepares a financial reporting calendar in consultation with the Board of
Directors and the Executive Management Team. This calendar is designed to allow accurate and timely reporting to
external stakeholders.
ANNUAL REPORT 2022 57
Condensed consolidated half-year information is reported each August and the full Annual Report is published each
March of the following year. Prior to any external reporting, all press releases and other financial information are
subject to appropriate controls by the JENSEN-GROUP headquarters, to a review by the Audit and Risk Committee
and to approval by the Board of Directors.
Composition of the Board of Directors
The members of the Board of Directors are appointed by a simple majority vote of the shareholders during the
Annual Shareholders’ Meeting.
The Bylaws of the Company allow for appointment by co-optation, which is considered a transitional arrangement
whereby the Director-elect completes the mandate of the outgoing Director as opposed to taking on a new
mandate. For this reason, the transition period is not considered a mandate for the purpose of the independence
rule review, where the Company looks at the total years of service on the Board of Directors.
The Bylaws further require the Board of Directors to have no fewer than three, but not more than eleven, members.
Board members are elected for terms of office of no more than four years.
The Bylaws are supplemented by the Charter of the Board of Directors, which outlines and details the Board’s role
and responsibilities. This Charter is revised from time to time and includes the following major chapters:
▪ “Functioning of the Board,” which addresses: Directors’ responsibilities; number of Board and Board
Committee meetings; Company Secretary responsibilities; setting the agenda of Board meetings; Director
compensation, orientation, and training; CEO evaluation; management succession; Director access to officers
and employees; and use of independent advisors.
▪ “Board Structure,” which addresses: size of the Board; selection of Directors; required qualifications including
the criteria of independence; resignation from the Board; and term limits.
▪ “Committees of the Board,” which addresses: the establishment of the Audit and Risk Committee and of the
Nomination and Remuneration Committee.
▪ “Other Board practice,” which addresses: Directors’ roles and responsibilities; the terms of reference of the
Board Chairman and of the Executive Management Team; interaction with institutional investors, analysts,
media, customers and members of the public at large; limitation of liability; policy to prevent insider trading
and market abuse; conflict of interest policy and code of conduct; and evaluation of Board performance.
For more details, please consult the Company website www.jensen-group.com under the heading "Investor
Relations/Corporate Governance."
As it has consistently done in the past, the Company selects its Board members in a manner that allows for a balance
in the profiles of the different Directors. The Company hereby seeks to ensure a balance between executive and
non-executive Directors, Directors representing shareholders and independent Directors, and in respect of
Directors’ professional backgrounds, experience and gender. A majority of the members of the Board of Directors
is not related to the Company’s controlling shareholders.
58 ANNUAL REPORT 2022
The composition of the Board and the attendance records and remuneration packages of the individual Directors
are as follows:
Name
Function
Indep.
Term
Expiry
Attendance
Board
meetings
Committee
Attendance
committees
Remune
ration
YquitY bv
1
Chairman
V
2024
100%
NRC
100%
100,000
represented by Mr. Rudy Provoost
SWID AG
2
Director
2025
100%
-
represented by Mr. Jesper Munch
Jensen
TTP bv
1
Director
2025
100%
ARC
100%
60,000
represented by Mr. Erik Vanderhaegen
NRC
100%
Mr. Jobst Wagner
1
Director
V
2023
86%
ARC
100%
59,000
NRC
100%
Inge Buyse bv
1
Director
V
2023
71%
ARC
75%
42,000
represented by Mrs. Inge Buyse
Cross Culture Research LLC³
Director
2026
100%
36,000
represented by Anne Munch Jensen
Total remuneration Board of Directors
297,000
1
: Non-executive director
2
: Executive director, CEO, representing the reference shareholder
3
: Non-executive director, representing the reference shareholder
ARC: Audit and Risk committee
NRC: Nomination and Remuneration Committee
YquitY bv, represented by Mr. Rudy Provoost. Mr. Provoost holds a Master's in Psychology from the University of
Ghent, a Master's in Management from Vlerick Business School, and an Executive Master's in Change from INSEAD.
He has held senior leadership positions with Rexel in France, where he served as CEO and Chairman of the Board of
Directors, and with Royal Philips in The Netherlands, where he was a member of the Executive Board and
successively, CEO of Philips Consumer Electronics and CEO of Philips Lighting. He is currently Chairman of Voka-
Flanders Alliance of Enterprises, Chambers of Commerce & Industry, a member of the Supervisory Board of
Randstad, as well as a member of the Board of Directors of Elia, Pollet Water Group and Vlerick Business School.
Mr. Provoost has been Chairman of the Board of the JENSEN-GROUP since May 19, 2020.
SWID AG, represented by Mr. Jesper Munch Jensen. Mr. Jensen is the CEO of the JENSEN-GROUP.
TTP bv, represented by Mr. Erik Vanderhaegen. Mr. Vanderhaegen is the former CFO of the JENSEN-GROUP. He is
currently CFO of Biobest Group. Before that, he was a certified auditor, M&A Manager at Greenyard and Corporate
Tax, Audit and M&A Manager at Bekaert NV.
Mr. Jobst Wagner. Mr. Wagner is Vice Chairman and co-owner of the globally active Rehau Industrial Group. He
holds several other positions such as Chairman and co-owner of Four W. Holding and is the Founder and Chairman
of LARIX Foundation.
Inge Buyse bv, represented by Mrs. Inge Buyse. Mrs. Buyse is CEO of AZ Groeninge. Prior to assuming her current
role, she held CEO positions in Sapa, Koramic Roof Tiles and Telindus. Mrs. Buyse is also a Board member of the
Flemish Symphony Orchestra.
ANNUAL REPORT 2022 59
Cross Culture Research LLC, represented by Mrs. Anne Munch Jensen. Ms. Jensen holds a Cum Laude BA in
Communication, completed graduate degree requirements in cross-cultural communication from the Annenberg
School of Communication, University of Pennsylvania, and holds a Master of Arts degree in French from Bryn
Mawr College. Ms. Jensen started her career as an analyst at Hay Management Consultants, before heading up
her own Arts Management company. She later developed extensive training and education experience in cross-
cultural curriculum creation, using design thinking and project-based learning approaches.
Werner Vanderhaeghe bv, represented by Werner Vanderhaeghe, Esq. Mr. Vanderhaeghe, a Senior Partner at the
law firm Kadrant Law in Brussels, Belgium, is the Company Secretary and acts as General Counsel of the JENSEN-
GROUP. Before that, Mr. Vanderhaeghe was i.a. Senior Counsel at the international law firm Morgan, Lewis &
Bockius LLP (Frankfurt and Brussels), and a Partner at the international law firm White & Case LLP (Brussels). In
addition, Mr. Vanderhaeghe held General Counsel positions at the Bekaert Group and the Agfa-Gevaert Group.
From left to right: Inge Buyse, Erik Vanderhaegen, Rudy Provoost, Jesper Munch Jensen, Anne Munch Jensen, Jobst Wagner and Werner
Vanderhaeghe.
The Board of Directors held seven meetings in 2022. The topics of discussion at these meetings included:
▪ The JENSEN-GROUP's overall strategy, strategic plans, risk assessment, organization, rolling forecasts and
budget;
▪ Economic and market developments;
▪ The JENSEN-GROUP's financial structure, financial performance, and external reporting;
▪ The JENSEN-GROUP's press releases;
▪ Convening of the Annual Shareholders' Meeting;
▪ ESG strategy and reporting;
▪ Investment and M&A projects;
60 ANNUAL REPORT 2022
▪ Shareholder value creation and shareholder return;
▪ Corporate governance and compliance;
▪ Self-evaluation of the Board;
▪ Re-appointment of a Director;
▪ Insurance;
▪ Audit re-tender.
Depending on the items on the agenda, members of the JENSEN-GROUP's Executive Management Team were
invited to the meetings of the Board and of the Board Committees.
Evaluation of the Board of Directors
The Board of Directors and the Board Committees conduct from time to time a self-evaluation exercise to determine
their effective functioning. This exercise includes the completion by all Board and Board Committee members of a
self-evaluation questionnaire, after which the Group General Counsel or an external party summarizes the results,
trends, and comments from the individual replies. The summaries focus on the contribution of the Board of
Directors and the Board Committees to the Company and specifically on areas where the Board or the Executive
Management believes that the Board or its Committees could improve. The results, trends and comments are then
discussed within the Board of Directors, after which action points are derived and implemented.
In addition, informal individual assessments of the Board members are made on an ongoing basis during Board
meetings. In 2021, the Board of Directors conducted a self-evaluation exercise, the results of which were discussed
during the Board meeting of March 2022. The Board hereby rated its overall performance at the "no improvement
level", indicating solid compliance with the principal components of effective governance.
Committees established by the Board of Directors
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of YquitY bv, represented by Mr. Rudy Provoost, acting as
Chairman of the Committee, of Mr. Jobst Wagner and of TTP bv, represented by Mr. Erik Vanderhaegen.
Two of the three members of the Committee qualify as independent Directors.
The Nomination and Remuneration Committee met twice in the course of 2022. The topics of discussion at these
meetings included:
▪ Discussion and approval of the remuneration report and the remuneration policy;
▪ Remuneration and the bonuses of the Executive Management Team of the JENSEN-GROUP;
▪ Self-evaluation of the Committee;
▪ Composition of the Board of Directors and re-election of a member of the Board;
▪ HR in view of the strategic process;
▪ Corporate governance and compliance.
ANNUAL REPORT 2022 61
In 2021, the Nomination and Remuneration Committee conducted a self-evaluation exercise, the results of which
were discussed during the Nomination and Remuneration Committee meeting of March 2022. The Committee
hereby rated its overall performance at the "no improvement level", indicating solid compliance with the principal
components of effective governance.
The Nomination and Remuneration Committee uses its Charter as its terms of reference. The Charter can be found
on the Company website www.jensen-group.com under the heading “Investor Relations/Corporate Governance”
and covers:
▪ Authority;
▪ Objectives;
▪ Composition;
▪ Role of the Chairperson;
▪ Responsibilities;
▪ Meetings;
▪ Attendance;
▪ Non-consensus;
▪ Objectivity;
▪ Access to members of management;
▪ Reporting and appraisal;
▪ Remuneration report;
▪ Performance evaluation.
Audit and Risk Committee
The Audit and Risk Committee consists of TTP bv, represented by Mr. Erik Vanderhaegen, acting as Chairman of the
Committee, of Inge Buyse bv, represented by Mrs. Inge Buyse, and of Mr. Jobst Wagner.
Two of the three members of the Committee qualify as independent Directors.
The Audit and Risk Committee met four times in the course of 2022. Two meetings were held in the presence of
the external auditor PwC, represented by Mrs. Lien Winne until May 17, 2022, and by Mr. Filip Lozie after that
date. The topics of discussion at these meetings included:
▪ Risk Management and Internal Control System;
▪ Summary management letters external auditor;
▪ Internal Audit;
▪ Consolidated financial results;
▪ Findings of the external auditor on the financial statements as at December 31, 2021;
▪ Findings of the review procedures on the condensed financial statements as at June 30, 2022;
▪ Audit plan of external auditor;
▪ Financial statements including non-financial information and condensed financial statements;
▪ The JENSEN-GROUP's financial structure;
▪ Press releases;
62 ANNUAL REPORT 2022
▪ ESG;
▪ Shareholder value creation and shareholder return;
▪ Cash management;
▪ Tax audit and transfer pricing;
▪ Insurance;
▪ Corporate governance and compliance;
▪ Self-evaluation of the Committee;
▪ Non-audit fees;
▪ Valuation rules;
▪ Investment and M&A projects including Purchase Price Allocation;
▪ Audit mandate and retendering;
▪ Organization of finance departments.
In 2022, the Audit and Risk Committee conducted a self-evaluation exercise, the results of which will be discussed
during the Audit and Risk Committee meeting of March 2023.
The Audit and Risk Committee uses its Charter as its terms of reference. The Charter can be found on the Company
website www.jensen-group.com under the heading “Investor Relations/Corporate Governance” and covers:
▪ Roles and responsibilities
▪ Number of meetings
▪ Composition of the Audit and Risk Committee
▪ Role of the Chairperson
▪ Presence of the external auditor
▪ Performance evaluation
Senior management attends each Audit and Risk Committee meeting in part, with the remainder of the meeting
reserved for an executive session with the external auditor for the Committee members only.
Conflicts of interest within the Board of Directors
As required under the Companies and Associations Code, the members of the Board of Directors are expected to
give the Board Chairman prior notice of agenda items in respect of which they have a direct or an indirect conflict
of interest with the Company, either of a financial or other nature, and to refrain from participating in the discussion
and vote on those items. The Board of Directors and the Board Chairman constantly monitor potential conflicts of
interest that do not fall within the definition as set forth by the Companies and Associations Code. The review of
potential conflicts of interest is therefore a standard item on the agenda of each meeting of the Board of Directors.
Three potential conflicts of interest arose in the course of 2022 at the meeting of the Board of Directors that was
held on March 10, 2022, during which the share buy-back program, the dividend proposal and the re-appointment
of a Board members were discussed.
ANNUAL REPORT 2022 63
In case of doubt, written confirmation of the reasons for the absence of a conflict of interest as more broadly defined
is sought from the Director or the senior executive involved.
Policy to Prevent Insider Trading
The Company has had a longstanding policy on insider trading and the prevention of improper conduct or
appearance in that regard. Following the introduction of new EU legislation and applicable regulations on market
abuse, the Board of Directors revised its guidelines on the subject as set forth in a Protocol to Prevent Market Abuse.
The purpose of this Protocol is, inter alia, to inform:
▪ any person who possesses inside information (either as a shareholder, Director, member of the Executive
Management Team, employee, service provider or any other person by virtue of their function, duties, or
employment) of: (i) their legal and regulatory duties regarding the prevention of insider dealing, tipping and
the unlawful disclosure of inside information; and of (ii) the applicable sanctions.
▪ any person who has been identified as a Reference Shareholder, Key Manager, Person with Management
Responsibility or Key Employee of the Company, of the fact that they and, by extension, their spouses,
children of age living at home and advisors, may under no circumstances trade the Company’s securities
during a closed period, i.e.:
▪ the period of 60 calendar days immediately preceding the announcement of the Company’s annual
results and extending through and including 48 hours following such announcement; and
▪ the period of 30 calendar days immediately preceding the announcement of the Company’s half-
year results and extending through and including 48 hours following such announcement.
▪ any person who has been identified as a Reference Shareholder, Key Manager, Person with Management
Responsibility or Key Employee of the Company, of the fact that they and, by extension, their spouses,
children of age living at home and advisors, must notify the Compliance Officer of the Company and the
Belgian Regulator (i.e., the Financial Services and Market Authority or “FSMA”) of every transaction in the
Company’s securities if and when the total amount of transactions has reached or exceeds the threshold of
5,000 euro within a given calendar year.
The Company requires a signed statement from all those concerned, acknowledging that they have read the
Protocol to Prevent Market Abuse, that they understand its content and that they agree to comply with its
provisions.
The above notwithstanding, all trading in the Company’s shares requires prior authorization from the Compliance
Officer. In addition, all Directors and members of the Executive Management Team are required to inform the
Compliance Officer on a quarterly basis of any trading respectively to confirm any non-trading in the Company’s
shares. Mrs. Scarlet Janssens is the Compliance Officer of the JENSEN-GROUP NV. As of December 31, 2022, the
members of the Board of Directors and the Executive Management Team jointly held 18,305 shares. Next to this,
Mrs. Anne Munch Jensen and Mr. Jesper Munch Jensen indirectly own shares in JENSEN-GROUP NV, as detailed
in Note 8 – Equity below. No warrants are outstanding.
The Policy to Prevent Insider Trading and the relevant provisions of the Protocol to Prevent Market Abuse are
64 ANNUAL REPORT 2022
included in the Charter of the Board of Directors. The Charter can be found on the Company website www.jensen-
group.com under the heading “Investor Relations/Corporate Governance."
Sustainability related topics
Sustainability has been part of JENSEN-GROUP’s DNA for many years. To increase the impact of the Group's
measures, a Head of Corporate Sustainability reporting directly to the Executive Management Team has been
appointed. With the creation of this new position, JENSEN-GROUP is taking the necessary steps to ensure that
business practices, products and services are environmentally friendly and comply with legal as well as ESG
requirements and regulations. By doing so, the Board of Directors reaffirms its commitment to ensuring
responsible and sustainable leadership.
Indeed, the JENSEN-GROUP holds integrity, honest business practices and lawful conduct amongst its highest
priorities. No business requirement can justify an illegal, unethical, or unprofessional act. Therefore, the JENSEN-
GROUP has developed several control mechanisms to prevent unethical behavior, such as:
▪ an Ethical Business Policy Statement and a Suppliers Code of Conduct condemning, among other things,
violation of human rights and child labor;
▪ a Corporate Governance Charter;
▪ a Policy to Prevent Insider Trading;
▪ a Whistleblowing Hotline.
For more information on these measures, please refer to the chapter on Corporate Governance on the
Company website www.jensen-group.com.
Executive Management
In 2005, the Bylaws of the Company were amended so as to authorize the Board of Directors to delegate its powers
of day-to-day management to an executive committee in conformity with art. 7:104 (previously art. 524 bis) of the
Companies and Associations Code. The Board of Directors has not acted on that authorization to date.
In the course of 2009, an Executive Management Team was appointed, which consists of the Chief Executive Officer
(CEO), the Chief Financial Officer (CFO), the Chief Operating Officer (COO) and the Chief Digital Officer (CDO). The
CEO chairs the Executive Management Team meetings.
The Executive Management Team is responsible for:
▪ Development and execution of the overall JENSEN-GROUP strategy;
▪ Introduction and implementation of an internal control framework and risk management processes that
are in line with the nature, organization, and size of the JENSEN-GROUP;
▪ Implementation and deployment of the Ethical Business Policy Statement and the Suppliers Code of
Conduct;
ANNUAL REPORT 2022 65
▪ Preparation of the financial statements and disclosures;
▪ Report of the CEO and CFO to the Board of Directors with respect to the financial situation of the JENSEN-
GROUP;
▪ Presentation at regular intervals to the Board of Directors of all information necessary for the Board to
carry out its duties;
▪ Evaluation of the manufacturing footprint.
The Executive Management Team meets at least every quarter and consists of:
▪ Mr. Jesper Munch Jensen, CEO;
▪ Mr. Fabian Lutz, CDO;
▪ Mr. Martin Rauch, COO;
▪ Mr. Markus Schalch, CFO.
From left to right: Fabian Lutz, Martin Rauch, Markus Schalch, Jesper Munch Jensen.
Mr. Jesper Munch Jensen, permanent representative of SWID AG, started his career at Swiss Bank Corporation and
worked as a stockbroker on the Swiss Stock Exchange (1984-1987). After obtaining an MBA degree from Lausanne
Business School, he joined the JENSEN-GROUP as an Assistant General Manager of JENSEN Holding (1991). Mr.
Jensen became CEO of the JENSEN-GROUP in 1996.
Mr. Fabian Lutz holds graduate degrees in Project Management and Telematics/Information as well as a certificate
of advanced studies in Business Intelligence from the Bern University of Applied Sciences. Following his practical
training as federally qualified mechanic and automation engineer at Landis & Gyr (now Siemens) in Zug/Switzerland,
Mr. Lutz joined the JENSEN-GROUP in 1999 as IT manager for its operations in Switzerland. Mr. Lutz was appointed
Head of ICT for the JENSEN-GROUP in 2008. He has been acting as CIO of the JENSEN-GROUP since January 2020
66 ANNUAL REPORT 2022
and was nominated Chief Digital Officer in 2021.
Mr. Martin Rauch holds a Bachelor of Science degree in Electrical Engineering. After his studies in 1989, he joined
JENSEN AG Burgdorf and held various positions in the technical and commercial areas. Mr. Rauch became General
Manager of JENSEN AG Burgdorf in 2003 and Managing Director of JENSEN SWEDEN AB following the formation of
the Garment Technology Business Unit in 2006. Mr. Rauch joined the Executive Management Team in 2009 and
held various functions. He was nominated as Chief Operating Officer in 2021.
Mr. Markus Schalch holds a Master of Arts in Finance and Accounting from the Hochschule St. Gallen. He started his
career in an audit firm, where he worked for two years prior to joining the Alstom Group in various finance positions.
In 2000, Mr. Schalch joined a leading Swiss telecommunication firm where he became CFO of Swisscom Systems
Ltd. (2002-2004) and was then appointed CFO of Swisscom Solutions AG (2005 till August 2007). Mr. Schalch joined
the JENSEN-GROUP in September 2007 as CFO.
Remuneration Policy
The remuneration policy of the Company is intended to attract and retain the qualified and talented employees that
are needed to support the long-term development and growth of the JENSEN-GROUP.
By offering a competitive compensation package, the Company seeks to stimulate individual performance and to
align the individual interests of its employees with those of the shareholders and other stakeholders.
The JENSEN-GROUP applies a remuneration policy of setting performance targets and paying variable compensation
in line with achievement levels on an annual basis. The definition of the performance measures and goals is part of
the annual budgeting process, in which the budget for the year is validated in the context of the Company's long-
term strategic plan. To that effect, the Company’s shareholders approved and extended an exemption from article
7:91 of the Companies and Associations Code, and its requirement to spread objectives and variable compensation
payments over several years. Should the JENSEN-GROUP in future opt for a long-term incentive scheme based on
multi-year strategic objectives, the departure from article 7:91 of the Companies and Associations Code will be
revisited.
The compensation packages of the Board of Directors, the CEO and the Executive Management Team are reviewed
by the Nomination and Remuneration Committee and approved by the Board. The shareholders approved the
remuneration policy by unanimous vote at the Annual Shareholders' Meeting held on May 17, 2022.
The market conformity of the compensation packages of the Board of Directors and the Executive Management
Team is periodically reviewed with the support of external, independent advisors.
ANNUAL REPORT 2022 67
Remuneration Report
Remuneration of the Board of Directors
The remuneration of the non-executive Directors is based on their responsibilities and their specific tasks within the
Board. With the exception of the Board Chairman, the fees for the non-executive Directors consist of a fixed
remuneration of 17,000 euro and an attendance fee of 3,000 euro per Board meeting or of 1,000 euro if the meeting
is by telephone. Members of Board Committees receive a fixed fee of 7,500 euro per year and an attendance fee of
1,500 euro per meeting. The Board Chairman in turn receives a fixed fee of 100,000 euro per year, which is deemed
to correspond to the actual services to be rendered. Directors do not receive any variable compensation and the
CEO does not receive any compensation as a member of the Board. The Nomination and Remuneration Committee
reviewed the compensation of the Board of Directors at its meeting on December 2, 2021, and found the
compensation package to conform to market practice.
In 2022, the total fees paid to Board members and members of the Board Committees amounted to 297,000 euro,
which is within the amount of 400,000 euro approved by the shareholders. Please refer to page 58 of this Annual
Report for more details.
Mr. Jobst Wagner owns 16,805 shares. Mrs. Anne Munch Jensen and Mr. Jesper Munch Jensen indirectly own shares
in JENSEN-GROUP NV, as detailed in Note 8 – Equity below.
Mrs. Anne Munch Jensen received additional compensation for her writing and editing services as well as for her
ambassadors' role. The compensation for 2022 amounted to 13,500 euro.
No warrants are outstanding and there are no stock option plans for the non-executive Board members.
Remuneration of the Executive Management Team
The Nomination and Remuneration Committee prepares all recommendations relating to the appointment and the
remuneration of the Executive Management Team based on proposals by the CEO. The Committee discusses in
detail the remuneration policy, the pay levels, and the individual performance evaluations of members of the
Executive Management Team. In so doing, the Committee takes into account whether the remuneration paid is in
line with market conditions and periodically checks the market conformity of compensation packages with the
assistance of external, independent advisors. The Nomination and Remuneration Committee reviewed the
remuneration of the Executive Management Team at its December 2, 2021 meeting, and found the compensation
packages to conform to market practice. The Committee refers to the relevant sections in the Annual Report for a
detailed description of the operating results of the different divisions of the JENSEN-GROUP, and consequently the
remuneration of the Executive Management Team.
The external auditor reviews the conformity of the remuneration paid to the Executive Management Team with the
amounts proposed by the Nomination and Remuneration Committee and approved by the Board. The shareholders
approved the remuneration report by unanimous vote at the Annual Shareholders' Meeting held on May 17, 2022.
68 ANNUAL REPORT 2022
The remuneration of the Executive Management Team is composed of a base salary and of variable compensation
that is paid out in cash or used for pension plan contributions depending on the managers’ country of residence,
life insurance, other customary insurances, and benefits. Appointments of certain subsidiaries to the Board of
Directors can also be remunerated. Executive managers are provided with all resources necessary to perform their
duties.
Where pension plans are customary, the Executive Management Team participates in such pension plans.
As set forth in the above section on Remuneration of the Board of Directors, the CEO does not receive any
compensation as a Board member.
Total gross salaries paid to the Executive Management Team, including the CEO, in the course of 2022 amounted to
2,414,744 euro. As required by the Companies and Associations Code, salaries of the members of the Executive
Management Team are disclosed on an individual basis. The total amount is composed as follows:
2022
2022
2022
2022
2021
2021
2021
2021
In euro
CEO
CFO
CDO
COO
CEO
CFO
CIO
CSO
Basic remuneration
327,751
184,245
327,751
304,651
162,012
304,651
Invoiced services
806,928
746,185
One-year variable
remuneration
393,965
126,395
57,203
120,127
0
0
0
0
Fixed expenses
11,938
4,775
11,938
11,097
4,439
11,097
Fringe benefits
6,855
5,587
5,909
4,494
4,616
4,883
Pension plan
11,638
0
11,739
10,621
0
10,696
Total
1,200,893
484,577
251,810
477,464
746,185
330,863
171,067
331,327
Proportion fixed an variable:
Fixed
67%
74%
77%
75%
100%
100%
100%
100%
Proportion fixed an variable:
Variable
33%
26%
23%
25%
0%
0%
0%
0%
The basic remuneration includes the salaries of the members of the Executive Management Team and represents
their total fixed compensation before local taxes and obligatory pension contributions. The basic remuneration
includes the remuneration received for appointments to the Board of certain subsidiaries.
The CEO invoices his services through the separate company SWID AG. The amounts disclosed above consist of the
amounts, totaling 806,928 euro (746,185 euro in 2021), that SWID AG invoiced to the Company. Invoiced services
include basic remuneration, variable remuneration, fixed expenses, fringe benefits and pension plans.
The variable compensation part of the remuneration of the Executive Management Team members is targeted at
30% to 50% of the annual base salary, except in the case of the CEO, for whom the variable compensation is targeted
at up to 60% of the annual base salary. No variable compensation is paid below a minimum performance threshold
of 85% while in case of overperformance, variable compensation is capped at 130%. The variable remuneration of
the CEO and the Executive Management Team is based on performance against the following objectives:
▪ Individual, qualitative objectives for 30% to 50% of the total target amount. Qualitative objectives focus
on important projects and actions to be realized during the year;
▪ Quantitative objectives for 50% to 70% of the total, divided between:
ANNUAL REPORT 2022 69
▪ The financial results against JENSEN-GROUP's targets in terms of profitability, capital
employed, specific elements of capital employed and/or cash flow.
▪ The financial results against the target of the unit for which the individual manager is
accountable.
The JENSEN-GROUP targets are defined by the Board of Directors following review and discussion in the Nomination
and Remuneration Committee. The targets are defined as part of the annual budget review process, in which the
budget is evaluated in the context of the strategic plan. Depending on the applicable legislation and on the
employee’s preferences, the variable remuneration is paid out in cash, into the employees’ pension plan, or in the
form of other benefits.
As the amount payable in 2021 was based on the performances of 2020, the Nomination and Remuneration
Committee decided in 2021 not to pay a bonus under the 2020 variable compensation plan to the Executive
Management Team, the Business Region Directors and the Production and Engineering Companies managers.
As explained above, the Group operating profit and working capital were too low to justify bonus payments.
For 2022, the JENSEN-GROUP targets were set on the basis of the operating profit and revenue.
The variable compensation paid out to the Executive Management Team in 2022, based on the performances of
2021, amounted to 697,690 euro. More details about the weightings and the performance measured, are listed
below:
(in thousands of euro)
Weight
Performance
measured
Correspond.
Remun.
Criteria Revenue
10%-20%
On target
52,044
Criteria EBIT
50%-70%
Below target
438,275
Personal targets
30% - 50%
On target
207,371
During the Annual Shareholders' Meeting held on May 19, 2020, the shareholders approved an extension of the
exemption from article 7:91 of the Companies and Associations Code and in particular from its requirement to
spread objectives and variable compensation payments over several years during a term of five years expiring at
the Annual Shareholders' Meeting of May 2024.
Fixed expenses relate primarily to representation allowances.
The fringe benefits include the value of the employees' company cars and of the related car insurance premiums.
The pension plan is the contribution of the employer to a pension plan above contributions required by law. Three
managers participate in a defined benefit plan.
No warrants are outstanding and there are currently no stock option plans.
70 ANNUAL REPORT 2022
The agreements with respect to termination of senior managers vary from country to country, subject to the locally
applicable legislation. Legal regulations apply in countries where there is a legal framework, while a severance
payment of up to, but not exceeding, two years’ salary is granted for countries where there is no legal framework.
Mr. Jesper Munch Jensen has a severance pay arrangement of 18 months, which is deemed in line with current
market practice based on periodic reviews by the Nomination and Remuneration Committee of the market
conformity of the compensation packages of the Executive Management Team.
There was no termination of a senior manager in 2022.
There are no change of control clauses included in the management contracts. Two managers have a two-year non-
compete clause exercisable at the request of the Company. No special compensation is given in the event of
voluntary departure.
No loans have been granted to members of the Executive Management Team. No unusual transactions or conflicts
of interest have occurred.
The Executive Management Team holds a total of 1,500 shares in the following manner:
▪ Mr. Jesper Munch Jensen indirectly owns shares in JENSEN-GROUP NV, as detailed in Note 8 – Equity
below.
▪ Mr. Fabian Lutz: no shares
▪ Mr. Martin Rauch: 1,500 shares
▪ Mr. Markus Schalch: no shares
Claw back clause
There are no specific agreements or systems that give the Company the right to claw back paid variable
compensation. This means that Company currently departs from Recommendation 7.12 of the 2020 Code. This
departure is explained by the fact that the Company applies a Remuneration Policy of setting performance targets
and paying out variable compensation in line with achievement levels on an annual basis. Should the Company opt
for a long-term incentive scheme based on multi-year strategic objectives, the departure from Recommendation
7.12 will be revisited.
There are no deviations from the Remuneration Policy to report.
ANNUAL REPORT 2022 71
The annual changes of remuneration, of the performance of the Company and of the average remuneration on an
average full-time equivalent basis of employees (excluding Board of Directors and Executive Management Team)
over the five last years is as follows:
(in thousands of euro)
2022
2021
2020
2019
2018
Total remuneration excluding BoD and EMT
98,667
81,209
82,280
103,344
105,046
Average number of employees
1,400
1,306
1,411
1,712
1,717
Avg remun. on an average FTE basis of the
employees (excl. BoD and EMT)
71
62
58
61
61
Revenue
341,638
259,717
245,238
332,178
343,782
EBIT
22,413
21,329
12,795
23,016
26,936
Working Capital
127,894
90,686
101,934
126,723
132,743
The ratio between the highest remunerated executive and the least remunerated employee, expressed on a full-
time equivalent basis, within the Company is 1% with the caveat that the basis for calculating this ratio is global and
includes many different countries, functions, and roles and that overall, the Company has embedded the Social
Corporate Responsibility principles in its business model.
The shareholders approved the remuneration report at the Annual Shareholders' Meeting held on May 17, 2022.
Policy with respect to appropriation of the result
Based on the result of the past year and on the current financial situation, the Board of Directors will propose an
appropriate dividend.
Shareholding structure
The following are the major shareholders of the Company:
JENSEN INVEST A/S: 54.4%
JENSEN-GROUP NV: 0.8%
Lazard Frères Gestion SAS: 5.2%
Free float: 39.7%
The voting rights are described in Note 8 - Equity below.
Acquisition of own shares
The Bylaws of the Company allow the purchase of own shares. At its meeting held on March 10, 2022, the Board of
Directors decided to implement a program to buy back a maximum of 781,900 or 10% of its own shares. The shares
are bought on the stock exchange by an investment bank mandated by the Board. The buy-back mandate expires
on May 18, 2026.
As per December 31, 2022, the Company holds 60,053 treasury shares.
As at March 9, 2023, the Company holds 113,873 treasury shares.
72 ANNUAL REPORT 2022
Relationship among shareholders
There is no agreement between the reference shareholders listed above.
Statutory Auditor
The Statutory Auditor is PwC Bedrijfsrevisoren bv, currently represented by Mr. Filip Lozie.
The Statutory Auditor and its network received worldwide fees of 494,500 euro (excl. VAT) for auditing the statutory
accounts of the various legal entities and the consolidated accounts of the JENSEN-GROUP. Apart from its mandate,
the Statutory Auditor and its network received during 2022 additional fees of 291.539 euro (excl. VAT) for non-
prohibited services, of which 40,780 euro was invoiced to JENSEN-GROUP NV. The Company has appointed a single
firm for the audit of the consolidated financial statements.
Issued capital
As at December 31, 2022, the issued share capital of the Company was 30.7 million euro, represented by
7,818,999 ordinary shares without nominal value. As at December 31, 2022, the Company holds 60,053 treasury
shares.
There are no preference shares.
Pursuant to article 74, §6 of the Law of April 1, 2007 on Takeover Bids, JENSEN INVEST A/S disclosed to both the
FSMA and JENSEN-GROUP NV that, as at September 1, 2007, it held in concert more than 30% of the shares with
voting rights in JENSEN-GROUP NV.
Further details of the shareholders’ notification are disclosed in Note 8 – Equity below.
Dividend proposal
The Board of Directors proposes to the Annual Shareholders’ Meeting to approve a dividend of 0.50 euro per
share. The dividend proposal is based on the net result of the Company at year-end. The dividend pay-out will
amount to 3,852,563 euro, based on the number of shares outstanding as at December 31, 2022. No dividend will
be distributed to the treasury shares.
ANNUAL REPORT 2022 73
Appropriation of the result
JENSEN-GROUP NV reported in its statutory accounts a net profit of 4,1 million euro. The Board of Directors
proposes to appropriate this result as follows:
In euro
Result of the year
4,121,483
Dividend
3,852,563
Appropriation to capital and reserves
1,591,405
Appropriation to retained earnings
1,322,485
This brings the total amount of retained earnings to 59,0 million euro.
Significant post-balance sheet events
MIURA and JENSEN-GROUP create a heavy-duty laundry joint-venture in Japan
On March 9, 2023 the JENSEN-GROUP and MIURA have agreed to a joint-venture whereby the JENSEN-GROUP will
acquire 49% of the shares of Inax Corporation (“Inax”), a Japanese wholly owned subsidiary of MIURA. MIURA will
take a 20% stake in the JENSEN-GROUP through a contribution of 49% of the shares of Inax and an add-on capital
increase in cash, both at a subscription price of 36 euro per share.
The transaction will make the JENSEN-GROUP a key partner for Inax, one of the main manufacturing and distribution
companies for heavy-duty laundry equipment in Japan. MIURA will become the second largest shareholder in the
JENSEN-GROUP and will have one board seat in the JENSEN-GROUP, as long as the Joint-Venture Agreement remains in
force.
Suspension share buy-back program and cancellation of treasury shares
On March 10, 2022, the JENSEN-GROUP announced a program to buy back a maximum of 781,900 or 10% of its own
shares (the "Program"). In view of the transaction with MIURA, JENSEN-GROUP the Board of Directors at its meeting of
March 9, 2023 suspended its Program until further notice. During the term of the Program, an investment bank on
behalf of JENSEN-GROUP purchased 113,873 ordinary shares for an aggregate consideration of 3,423,659 euro. All
repurchased shares (113,873 shares) (the "Treasury Shares") will be cancelled.
Wetteren, March 9, 2023
YquitY bv SWID AG
Represented by Mr. R. Provoost Represented by Mr. J. Jensen
Chairman Director
74 ANNUAL REPORT 2022
Statement of responsible persons
We hereby certify, to the best of our knowledge, that the consolidated financial statements as at December 31,
2022, prepared in accordance with International Financial Reporting Standards, as adopted by the European Union,
and with the legal requirements applicable in Belgium, give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company and the entities included in the consolidation taken as a whole, and that
the management report includes a fair review of the development and performance of the business and the position
of the Company and the entities included in the consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
Jesper M. Jensen Markus Schalch
Chief Executive Officer Chief Financial Officer
ANNUAL REPORT 2022 75
FREE TRANSLATION
Statutory Auditor's Report to the General Shareholders’ Meeting of the JENSEN-
GROUP NV on the consolidated financial statements for the year ended 31
December 2022
We present to you our statutory auditor’s report in the context of our statutory audit of the consolidated accounts
of JENSEN-GROUP NV (the “Company”) and its subsidiaries (jointy “the Group”). This report includes our report on
the consolidated accounts, as well as the other legal and regulatory requirements. This forms part of an integrated
whole and is indivisible.
We have been appointed as statutory auditor by the general meeting d.d. 19 May 2020, following the proposal
formulated by the board of directors and following the recommendation by the audit committee. Our mandate
will expire on the date of the general meeting which will deliberate on the annual accounts for the year ended 31
December 2022. We have performed the statutory audit of the Company’s consolidated accounts for 21
consecutive years.
Report on the consolidated accounts
Unqualified opinion
We have performed the statutory audit of the Group’s consolidated accounts, which comprise the consolidated
statement of financial position as at 31 December 2022, the consolidated statement of comprehensive income,
the consolidated statement of changes in equity and the consolidated cash flows statement for the year then
ended, and notes to the consolidated accounts, including a summary of significant accounting policies and other
explanatory information, and which is characterised by a consolidated statement of financial position total of ‘000
EUR 340.876 and a consolidated result attributable to equity holders of ‘000 EUR 16.325.
In our opinion, the consolidated accounts give a true and fair view of the Group’s net equity and consolidated
financial position as at 31 December 2022, and of its consolidated financial performance and its consolidated cash
flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the
European Union and with the legal and regulatory requirements applicable in Belgium.
Basis for unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium.
Furthermore, we have applied the International Standards on Auditing as approved by the IAASB which are
applicable to the year-end and which are not yet approved at the national level. Our responsibilities under those
standards are further described in the “Statutory auditor’s responsibilities for the audit of the consolidated
accounts” section of our report. We have fulfilled our ethical responsibilities in accordance with the ethical
requirements that are relevant to our audit of the consolidated accounts in Belgium, including the requirements
related to independence.
76 ANNUAL REPORT 2022
We have obtained from the board of directors and Company officials the explanations and information necessary
for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key audit matters
A key audit matter is a matter that, in our professional judgement, was of most significance in our audit of the
consolidated accounts of the current period. This matter was addressed in the context of our audit of the
consolidated accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
Key audit matter 1: revenue recognition of construction contracts
Description of the Key Audit Matter
We focused on revenue recognition on construction contracts because JENSEN-GROUP NV substantially generates
its revenue from projects which qualifies as construction contracts under IFRS. The recognition of revenue and the
estimation of the outcome of fixed price construction contracts is complex and requires significant management
judgement, in particular with respect to estimation of the cost incurred and the cost to complete the contracts.
For these reasons, we identified revenue from construction contracts as a key audit matter.
Reference is made to Note 1 and 6 of the annual report. Note 1: Summary of significant accounting policies:
Revenue Recognition and Note 6 Contract assets and contract liabilities. At 31 December 2022 contract assets
included EUR 18,2 million of accrued profits
How our Audit addressed the Key Audit Matter
Our testing of revenue recognition of construction contracts included both tests of the design and operating
effectiveness of controls, as well as substantive procedures. We tested the controls that the company has put in
place over its process to record contract costs and contract revenues and the determination of the stage of
completion. Our audit procedures included considering the appropriateness of the Group’s revenue recognition
accounting policies. We also included an evaluation of the significant judgements made by management based on
an examination of the associated project documentation and discussion on the status of projects under
construction with finance and technical staff of the company for specific individual transactions/projects.
We also performed testing over manual journals posted to revenue to identify unusual or irregular items. We
found no material misstatements from our testing.
ANNUAL REPORT 2022 77
Responsibilities of the board of directors for the preparation of the consolidated accounts
The board of directors is responsible for the preparation of consolidated accounts that give a true and fair view in
accordance with International Financial Reporting Standards as adopted by the European Union and with the legal
and regulatory requirements applicable in Belgium, and for such internal control as the board of directors
determines is necessary to enable the preparation of consolidated accounts that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated accounts, the board of directors is responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the board of directors either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Statutory auditor’s responsibilities for the audit of the consolidated accounts
Our objectives are to obtain reasonable assurance about whether the consolidated accounts as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated accounts.
In performing our audit, we comply with the legal, regulatory and normative framework applicable to the audit of
the consolidated accounts in Belgium. A statutory audit does not provide any assurance as to the Group’s future
viability nor as to the efficiency or effectiveness of the board of directors’ current or future business management
at Group level. Our responsibilities in respect of the use of the going concern basis of accounting by the board of
directors’ are described below.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
▪ Identify and assess the risks of material misstatement of the consolidated accounts, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
▪ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control;
78 ANNUAL REPORT 2022
▪ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the board of directors;
▪ Conclude on the appropriateness of the board of directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor’s
report to the related disclosures in the consolidated accounts or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
statutory auditor’s report. However, future events or conditions may cause the Group to cease to
continue as a going concern;
▪ Evaluate the overall presentation, structure and content of the consolidated accounts, including the
disclosures, and whether the consolidated accounts represent the underlying transactions and events in
a manner that achieves fair presentation;
▪ Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements. We
are responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the audit committee regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the audit committee, we determine those matters that were of most
significance in the audit of the consolidated accounts of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter.
ANNUAL REPORT 2022 79
Other legal and regulatory requirements
Responsibilities of the board of directors
The board of directors is responsible for the preparation and the content of the directors’ report on the
consolidated accounts, the separate report on non-financial information and the other information included in the
annual report on the consolidated accounts.
Statutory auditor’s responsibilities
In the context of our engagement and in accordance with the Belgian standard which is complementary to the
International Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material
respects, the directors’ report on the consolidated accounts, the separate report on non-financial information and
the other information included in the annual report on the consolidated accounts and to report on these matters.
Aspects related to the directors’ report on the consolidated accounts and to the other information included in
the annual report on the consolidated accounts
In our opinion, after having performed specific procedures in relation to the directors’ report on the consolidated
accounts, this directors’ report is consistent with the consolidated accounts for the year under audit and is
prepared in accordance with article 3:32 of the Companies' and Associations' Code.
In the context of our audit of the consolidated accounts, we are also responsible for considering, in particular
based on the knowledge acquired resulting from the audit, whether the directors’ report on the consolidated
accounts is materially misstated or contains information which is inadequately disclosed or otherwise misleading.
In light of the procedures we have performed, there are no material misstatements we have to report to you.
The non-financial information required by virtue of article 3:32, §2 of the Companies' and Associations' Code is
included in the directors’ report on the consolidated accounts. The Company has prepared the non-financial
information, based on Global Reporting Initiative Standards. However, in accordance with article 3:80, §1, 5° of
the Companies' and Associations' Code, we do not express an opinion as to whether the non-financial information
has been prepared in accordance with the Global Reporting Initiative Standards as disclosed in the directors’
report on the consolidated accounts.
Statement related to independence
▪ Our registered audit firm and our network did not provide services which are incompatible with the
statutory audit of the consolidated accounts, and our registered audit firm remained independent of
the Group in the course of our mandate.
▪ The fees for additional services which are compatible with the statutory audit of the consolidated
accounts referred to in article 3:65 of the Companies' and Associations' Code are correctly disclosed
and itemised in the notes to the consolidated accounts.
80 ANNUAL REPORT 2022
European Uniform Electronic Format (ESEF)
We have also verified, in accordance with the draft standard on the verification of the compliance of the financial
statements with the European Uniform Electronic Format (hereinafter “ESEF”), the compliance of the ESEF format
with the regulatory technical standards established by the European Delegate Regulation No. 2019/815 of 17
December 2018 (hereinafter: “Delegated Regulation”).
The board of directors is responsible for the preparation, in accordance with ESEF requirements, of the
consolidated financial statements in the form of an electronic file in ESEF format (hereinafter “consolidated
financial statements”) included in the annual financial report.
Our responsibility is to obtain sufficient appropriate evidence to conclude that the format and marking language
of the digital [consolidated] financial statements comply in all material respects with the ESEF requirements under
the Delegated Regulation.
Based on the work we have performed, we believe that the format of and marking of information in the digital
consolidated financial statements included in the annual financial report of JENSEN-GROUP NV per 31 December
2022 comply in all material respects with the ESEF requirements under the Delegated Regulation.
Other statements
This report is consistent with the additional report to the audit committee referred to in article 11 of the
Regulation (EU) N° 537/2014.
Ghent, 31 March 2023
The statutory auditor
PwC Reviseurs d'Entreprises SRL / PwC Bedrijfsrevisoren BV
Represented by
Filip Lozie
Réviseur d’Entreprises / Bedrijfsrevisor
ANNUAL REPORT 2022 81
Consolidated statement of financial position – Assets
(in thousands of euro)
Notes
December 31
December 31
2022
2021
Total Non-Current Assets
Goodwill
4
Intangible assets
4
Land and buildings
Machinery and equipment
Furniture and vehicles
Right of use assets
Other tangible fixed assets
Assets under construction and advance payments
Property, plant and equipment
4
Companies accounted for under equity method
22
Financial assets at amortized cost
20
Financial assets at fair value through OCI
20
Trade receivables
Other amounts receivable
Trade and other long-term receivables
7
Derivative financial instruments
7, 20
Deferred tax assets
5
Total Current Assets
Raw materials and consumables
Goods purchased for resale
Inventory
Advance payments
Trade receivables
7
Other amounts receivable
7
Contract assets
6
Derivative financial instruments
7, 20
Trade and other receivables
7
Cash and cash equivalents
18
Assets held for sale
21
TOTAL ASSETS
The notes on pages 88-145 are an integral part of these consolidated financial statements.
82 ANNUAL REPORT 2022
Consolidated statement of financial position – Liabilities
(in thousands of euro)
Notes
December 31
December 31
2022
2021
Equity
8
Share capital
Share premium
Treasury shares
-1,850
Other reserves
-2,346
-6,500
Retained earnings
Non-controlling interests
22
Non-Current Liabilities
Borrowings
9
Deferred tax liabilities
5
Employee benefit obligations
10
Other payables
Derivative financial instruments
20
-12
Current Liabilities
Borrowings
9
Provisions for other liabilities and charges
11
Trade payables
12
Contract liabilities
6/12
Remuneration and social security
12
Accrued expenses and other payables
12
Derivative financial instruments
12/20
Current income tax liabilities
TOTAL EQUITY AND LIABILITIES
The notes on pages 88-145 are an integral part of these consolidated financial statements.
ANNUAL REPORT 2022 83
Consolidated statement of comprehensive income
(in thousands of euro)
Notes
December 31
2022
December 31
2021
Revenue
6
Trade goods
-175,488
-120,713
Services and other goods
-39,151
-29,050
Remuneration, social sec. costs and pensions
-99,881
-82,043
Depreciation, amortisation, write downs of assets,
impairments
13
-7,155
-7,533
Total expenses
-321,675
-239,339
Other Income / ( Expense)
14
Operating profit (EBIT)
Interest income
Other financial income
Financial income
15
Interest charges
-1,983
-1,787
Other financial charges
-3,327
-2,053
Financial charges
15
-5,310
-3,840
Share in result of associates and companies accounted for
using the equity method
Profit before tax
Income tax expense
16
-4,968
-5,515
Profit for the period from continuing operations
Result from assets held for sale
21
-139
-65
Consolidated profit for the year
Result attributable to non-controlling interests
22
-362
Consolidated result attributable to equity holders
The notes on pages 88-145 are an integral part of these consolidated financial statements.
84 ANNUAL REPORT 2022
Consolidated statement of comprehensive income – Other comprehensive
income
(in thousands of euro)
Notes
December 31
2022
December 31
2021
Items that may be subsequently reclassified to profit or loss
Financial instruments
-236
-183
Currency translation differences related to associates and
companies accounted for using the equity method
-690
-894
Currency translation differences
Items that will not be reclassified to profit or loss
Remeasurements gains/(losses) on defined benefit plans
Tax on OCI
-1,147
-377
Other comprehensive income for the year
OCI attributable to non-controlling interests
OCI attributable to the equity holders
Total comprehensive income for the year
Profit attributable to:
Non-controlling interests
-362
Equity holders of the company
Total comprehensive income attributable to:
Non-controlling interests
-362
Equity holders of the company
Basic and diluted earnings per share (in euro)
17
Weighted average number of shares
The notes on pages 88-145 are an integral part of these consolidated financial statements.
ANNUAL REPORT 2022 85
Consolidated statement of changes in equity
Prior year
(In thousands of euro)
SHARE
CAPITAL
SHARE
PREMIUM
TREASURY
SHARES
TRANSLATION
DIFFERENCES
HEDGING
RESERVES
FINANCIAL
INSTRUMENTS
REMEASUREMENT
GAINS/(LOSSES)
ON DEFINED
BENEFIT PLANS
TOTAL OTHER
RESERVES
RETAINED
EARNINGS
TOTAL
ATTRIBUTABLE
TO THE EQUITY
HOLDERS
NON-
CONTROLLING
INTEREST
TOTAL EQUITY
December 31 2020
-1,569
-96
-8,557
-10,222
-1,354
Result of the period
-362
Other comprehensive
income
Currency translation difference
related to associates and
companies accounted for using
the equity method
-894
-894
-894
-894
Currency translation difference
- Other
Financial instruments
-219
-183
-183
-183
Defined benefit plans
Tax on OCI
-9
-424
-377
-377
-377
Total other comprehensive
income/(loss) for the year,
net of tax
-164
Capital increase
Acquisition of subsidiaries
Dividend paid out
-1,954
-1,954
-472
-2,426
December 31 2021
-69
-164
-7,284
-6,500
86 ANNUAL REPORT 2022
Current year
(In thousands of euro)
SHARE
CAPITAL
SHARE
PREMIUM
TREASURY
SHARES
TRANSLATION
DIFFERENCES
HEDGING
RESERVES
FINANCIAL
INSTRUMENTS
REMEASUREMENT
GAINS/(LOSSES)
ON DEFINED
BENEFIT PLANS
TOTAL OTHER
RESERVES
RETAINED
EARNINGS
TOTAL
ATTRIBUTABLE
TO THE EQUITY
HOLDERS
NON-
CONTROLLING
INTEREST
TOTAL EQUITY
December 31 2021
-69
-164
-7,284
-6,500
Result of the period
Other comprehensive
income
Currency translation difference
related to associates and
companies accounted for using
the equity method
-690
-690
-690
-690
Currency translation difference
- Other
-4
Financial instruments
-1,025
-236
-236
-236
Defined benefit plans
Tax on OCI
-197
-1,206
-1,147
-1,147
-1,147
0
Total other comprehensive
income/(loss) for the year,
net of tax
-769
-4
Capital increase
Acquisition of treasury shares
-1,850
-1,850
-1,850
Acquisition of subsidiaries
Dividend paid out
-3,891
-3,891
-8
-3,899
Hyperinflation
0
December 31 2022
-1,850
-933
-3,891
-2,346
The notes on pages 88-145 are an integral part of these consolidated financial statements.
ANNUAL REPORT 2022 87
Consolidated cash flow statement
(in thousands of euro)
Notes
December 31
December 31
2022
2021
CASH FLOW FROM OPERATING ACTIVITIES
26,970
30,288
Consolidated result attributable to equity holders
Result attributable to non-controlling interests
22
-362
Adjusted for
- Current and deferred tax
- Interest and other financial income and expenses
- Depreciation, amortization and impairments
13
- Write down on trade receivables
13
-475
- Write down on inventory
13, 14
- Write down on contract assets
6
- Changes in provisions
10, 11
-3,329
- Gain/loss on the sale of tangible fixed assets
- Income from government grants
-1,555
- Companies accounted for using equity method
22
-986
-543
Interest received
15
Changes in working capital increase (-), decrease (+)
-41,612
Changes in advance payments
6
-2,304
-2,212
Changes in inventory
6
-6,819
-2,979
Changes in long- and short-term amounts receivable
7
-63,718
-21,944
Changes in trade and other payables
12
Corporate income tax paid
-3,470
-6,794
Net cash generated / (used) by operating activities - total
-18,112
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of intangible and tangible fixed assets
4
-5,551
-9,815
Sales of intangible and tangible fixed assets
4
Acquisition of subsidiaries and participations (net of cash
acquired)
23
-12,247
Net cash generated / (used) by investing activities
-5,540
-21,980
Net cash flow before financing activities
-23,652
CASH FLOW FROM FINANCING ACTIVITIES
Treasury shares
8
-1,850
Other financial charges
15
-785
-883
Other financial income
15
Dividend
8
-3,899
-2,425
Proceeds / (purchase) of financial instruments
-19,689
Proceeds of government grants
Proceeds/ (repayments) of borrowings
-3,408
Interest paid
15
-1,983
-1,787
Net cash generated / (used) by financing activities
-9,811
-18,402
Net increase / (decrease) in cash and cash equivalents
-33,463
-7,700
Cash, cash equivalent and bank overdrafts at the
beginning of the year
18
Exchange gains / (losses) on cash and bank overdrafts
Cash, cash equivalent and bank overdrafts at the end of
the year
18
The notes on pages 88-145 are an integral part of these consolidated financial statements.
88 ANNUAL REPORT 2022
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The main accounting policies defined by the Group are as follows:
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SUMMARY STATUTORY FINANCIAL STATEMENTS
JENSEN-GROUP NV
ANNUAL REPORT 2022 147
Summary balance sheet of JENSEN-GROUP NV
Financial year ended
31 December
31 December
(in thousands of euro)
2022
2021
Fixed assets
96,899
96,938
Tangible fixed assets
238
280
Financial fixed assets
96,661
96,658
Current assets
37,780
37,035
Stocks and contracts in progress
4,448
3,608
Amounts receivable within one year
4,454
3,064
Deposits
0
Own shares
1,591
Cash at bank and on hand
27,188
30,341
Deferred charges and accrued income
99
22
TOTAL ASSETS
134,679
133,973
Financial year ended
31 December
31 December
(in thousands of euro)
2022
2021
Capital and reserves
*
100,222
99,955
Capital
30,710
30,710
Share premium account
5,814
5,814
Treasury shares
1,591
Reserves
3,071
3,071
Accumulated profits
59,036
60,360
Provisions and deferred taxes
199
733
Provisions for liabilities and charges
199
733
Long-term debts
10,000
20,000
Bank loans
10,000
20,000
Short-term debts
24,258
13,285
Financial debts
10,000
0
Amounts payable within one year
13,535
12,749
Accrued charges and deferred income
723
536
TOTAL LIABILITIES
134,679
133,973
148 ANNUAL REPORT 2022
Summary income statement of JENSEN-GROUP NV
Financial year ended
31 December
31 December
(in thousands of euro)
2022
2021
Operating income
17,229
19,157
Turnover
15,147
19,284
finished goods and contracts in progress
834
-1,022
Other operating income
1,248
895
Operating charges
-16,713
-18,350
Raw materials, consumables and goods for resale
7,551
10,013
Services and other goods
7,259
6,271
Remuneration, social security and pensions
2,278
2,133
Depreciation
98
75
Write-downs
-15
51
Provisions for liabilities and charges
-534
-263
Other operating charges
76
70
Operating profit
516
807
Financial result
3,662
1,802
Financial income
4,213
2,114
Financial charges
-551
-312
Result for the year before taxes
4,178
2,609
Income taxes
-57
-46
Result for the year
4,121
2,563
Appropriation result JENSEN-GROUP NV
Financial year ended
31 December
31 December
(in thousands of euro)
2022
2021
Profit to be appropriated
64,481
64,269
Profit (loss) for the period available for appropriation
4,121
2,563
Profit (loss) brought forward
60,360
61,706
Appropriations to capital and reserves
1,591
0
Result to be carried forward
-59,037
-60,360
Profit to be carried forward
59,037
60,360
Distribution of profit
-3,853
-3,909
Dividends
-3,853
-3,909
2022
2021
(in euro)
(12 months)
(12 months)
Current profit per share after taxes
(1)
0.53
0.33
Number of shares outstanding (average)
7,786,615
7,818,999
Number of shares outstanding (yearend)
7,758,946
7,818,999
(1)
The current profit after tax is the same as the net profit excluding extraordinary gains and losses (both adjusted for taxes).
ANNUAL REPORT 2022 149
Statutory financial statements of JENSEN-GROUP NV
In accordance with article of the Belgian Companies’ and Associations’ Code, a summary version of the statutory
financial statements of JENSEN-GROUP NV is presented. These have been prepared in accordance with Belgian
Accounting Standards. The management report and statutory financial statements of JENSEN-GROUP NV and the
report of the Statutory Auditor thereon are filed with the appropriate authorities and are also available at the
Company’s registered offices.
The Statutory Auditor has issued an unqualified opinion on the statutory financial statements of JENSEN-GROUP
NV.
JENSEN-GROUP NV has both a holding function and a commercial function as the sales and service company for
the Benelux area.
The Board of Directors proposes to the Annual Shareholders’ Meeting to approve a dividend of 0.50 euro per
share. The dividend proposal is based on net result of the Company at year-end. The dividend pay-out will amount
to 3,852,563 euro, based on the number of shares outstanding as at December 31, 2022. No dividend will be
distributed to the treasury shares.
In 2021, JENSEN-GROUP NV moved from Sint-Denijs-Westrem to Wetteren.
The full version of the statutory financial statements of JENSEN-GROUP NV is available on the Company website
www.JENSEN-GROUP.com.
Valuation rules
The valuation rules are in accordance with the Royal Decree of April 29, 2019.
Financial fixed assets
Since JENSEN-GROUP NV has a holding function, we emphasize that, in accordance with our valuation rules and
accounting legislation in Belgium, financial fixed assets are valued at their initial acquisition price or paid-in
capital. Write-offs on the financial fixed assets are taken when they are deemed to be of a permanent nature. If it
appears that write-offs taken previously are no longer needed, they are reversed. Financial fixed assets are never
valued above acquisition price or paid-in capital.
Intangible fixed assets
The intangible fixed assets consist of goodwill that arises from the acquisitions of the distribution activity in the
Benelux. For statutory purposes, goodwill is amortized over a period of five years.
150 ANNUAL REPORT 2022
Tangible fixed assets
Tangible fixed assets are recorded at their acquisition value or construction cost, increased, where appropriate, by
ancillary costs. Tangible fixed assets are depreciated on a straight-line basis over their estimated useful life from
the month of acquisition onwards.
On tangible fixed assets, the depreciation rules are:
Caption
Method
Rate
Infrastructure
Straight line
10% - 20%
Installations, machinery and
equipment
Straight line
20%
Office equipment and furniture
Straight line
20%
Vehicles
Straight line
20%
Inventories and contracts in progress
Inventories are valued at the lower of cost or net realizable value. Cost is determined by the first-in, first-out
(FIFO) method. For produced inventories, cost means the full cost including all direct and indirect production costs
required to bring the inventory items to the stage of completion at the balance sheet date. Net realizable value is
the estimated selling price in the ordinary course of business, less the costs of completion and variable selling
expenses.
The Company uses the ‘percentage of completion method’ to determine the appropriate amount to recognize in a
given period. The stage of completion is measured by reference to the contract costs incurred up to the balance
sheet date as a percentage of total estimated costs for each contract. Costs incurred in the year in connection
with future activity on a contract are excluded from contract costs in determining the stage of completion. They
are presented as inventories, prepayments or other assets, depending on their nature.
Amounts receivable
Trade amounts receivable and other amounts receivable are carried at nominal value. Allowances are made to
amounts receivable where uncertainty exists as to the receipt or payment dates of the whole or a part of the
balance. Supplementary write-offs are also recorded where the realizable value at the balance sheet date is lower
than the carrying value.
Investments and cash at bank and in hand
Deposits with financial institutions are carried at nominal value. Write-downs are applied where the realizable
value at the balance sheet date is lower than the historical cost.
ANNUAL REPORT 2022 151
Provisions for liabilities and charges
Provisions for liabilities and charges are assessed on an individual basis to address the risks and future costs which
they are intended to cover. They are maintained only to the extent that they are required following an updated
assessment of the liabilities and charges for which they were created.
Amounts payable (after one year and within one year)
Amounts payable are carried at nominal value at the balance sheet date. The only elements which are recorded in
the accrued charges and deferred income accounts are charges payable at the balance sheet date in respect of
past or prior years.
Financial instruments
The Company uses derivative financial instruments to reduce its exposure to adverse fluctuations in interest rates
and foreign exchange rates. It is the Company’s policy not to hold derivative instruments for speculative or trading
purposes.
Derivative financial instruments are recognized initially at cost, their premium is amortized pro rata temporis. At
year-end, the financial instruments are measured at market value using the mark-to-market mechanism. The
unrealized losses are recognized in the income statement whereas the unrealized gains are deferred.
The hedged balance sheet positions (outstanding receivables and payables) are recorded at the hedging rate.
Treasury shares
The treasury shares are accounted for at lower of cost or market price at the balance sheet date.
152 ANNUAL REPORT 2022
General information
1. Identification
▪ Name: JENSEN-GROUP NV
▪ Registered office: Neerhonderd 33, 9230 Wetteren.
▪ The Company was incorporated on April 23, 1990 and exists for an unlimited period of time.
▪ The Company has the legal form of a “naamloze vennootschap/société anonyme” and operates under
Belgian Company Law.
▪ The statutory purpose of the Company consists in the following, both in Belgium and abroad, on its own
behalf or in the name of third parties, for its own account or for the account of third parties:
▪ Any and all operations related directly or indirectly or connected with the engineering, production,
purchase and sale, distribution, import, export and representation of laundry machines and
systems and the manufacture thereof;
▪ Providing technical, commercial, financial and other services for affiliated businesses, including
commercial and industrial activities in support;
▪ Obtaining an interest, in any manner, in any and all businesses that pursue the same, a similar or
related purpose or that are likely to further its own business or facilitate the sale of its products or
services, also cooperating or merging with these businesses and, in general, investing, subscribing,
purchasing, selling and negotiating financial instruments issued by Belgian or foreign businesses;
▪ Managing investments and participations in Belgian or foreign businesses, including the standing
of sureties, guaranteeing bills, making payments in advance, loans, personal or material sureties
for the benefit of these businesses and acting as their proxy holder or representative;
▪ Acting in the capacity of director, providing advice, management and other services for the benefit
of the management and other services for the benefit of other Belgian or foreign businesses, by
virtue of contractual relations or statutory appointment and in the capacity of external consultant
or governing body of any such business.
The Company may undertake both in Belgium and abroad, any and all industrial, trade, financial, bonds and stocks
and real property transactions that are likely to extend or further its business directly or indirectly or that are
related therewith. It may acquire any and all movable and real property items, even if these are related neither
directly nor indirectly to the Purpose of the Company.
It may obtain, in any manner, an interest in any and all associations, ventures, businesses or companies that
pursue the same, a similar or related purpose or that are likely to further its business or facilitate the sale of its
products or services, and it may cooperate or merge therewith.
▪ The Company is registered in the Commercial Register of Ghent, section Dendermonde and is subject to
VAT under the number BE 0440.449.284
▪ The Bylaws of the Company can be consulted at the registered office of the Company and on the Company
ANNUAL REPORT 2022 153
website www.jensen-group.com. The annual accounts are filed with the National Bank of Belgium.
Financial reports of the Company are published in the financial press and are also available on the
Company website www.jensen-group.com. Other documents that are publicly available and that are
mentioned in the reference document can be consulted at the registered office of the Company or on the
Company website www.jensen-group.com. The Annual Report of the Company is sent every year to the
holders of registered shares as well as to any shareholder who wish to receive it.
2. Share Capital
▪ The registered share capital amounts to 30,710,108 euro and is represented by 7,818,999 shares without
nominal value. There are no shares that do not represent the share capital. All shares are ordinary shares;
there are no preference shares. The shares are dematerialized or registered shares, depending on the
shareholder’s preference. The dematerialized shares have been issued either by way of an increase of
capital or by exchanging existing registered or bearer shares for dematerialized shares. Each shareholder
may request the exchange of his/her shares either into registered shares or into dematerialized shares. At
least two directors will sign a share certificate. Signature stamps may replace the signatures.
▪ Evolution of the share capital:
Date
Share capital
Currency
Number of shares
24/05/2002
42,714,560
euro
8,264,842
20/05/2008
42,714,560
euro
8,252,604
13/01/2009
42,714,560
euro
8,039,842
30/11/2011
42,714,560
euro
8,002,968
04/10/2012
30,710,108
euro
8,002,968
12/05/2016
30,710,108
euro
7,818,999
154 ANNUAL REPORT 2022
Annex I
Taxonomy-related templates
ANNUAL REPORT 2022 155
Proportion of turnover from products or services associated with Taxonomy-eligible and aligned economic activities – FY 2022
Code(s)
Absolute turnover
Proportion of turnover
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Minimum safeguards
Taxonomy-aligned proportion of turnover, year 2022
Taxonomy-aligned proportion of turnover, year 2021
Category (enabling activity)
Category "(transitional activity)"
Economic activities KEUR % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities
(Taxonomy-aligned)
N/A 0 0
Turnover of environmentally
sustainable activities (taxonomy-
aligned) (A.1.)
0 0
A.2. Taxonomy-eligible but not
environmentally sustainable ac tivities (not
Taxonomy-aligned activities)
N/A 0 0
Turnover of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities)
(A.2.)
0 0
Total (A.1 + A.2)
0 0
B. TAXONOMY-NON ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non eligible
activities
341639 100
Total (A + B) 341639 100
Substantial
contribution criteria
DNSH criteria ("Does Not
Signifc antly Harm")
156 ANNUAL REPORT 2022
Capital expenditure from products or services associated with Taxonomy-eligible and aligned economic activities – FY 2022
Code(s)
Absolute CapEx
Proportion of CapEx
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Minimum safeguards
Taxonomy-aligned proportion of CapEx, year 2022
Taxonomy-aligned proportion of CapEx, year 2021
Category (enabling activity)
Category "(transitional activity)"
Economic activities KEUR % % % % % % % Y/N Y/N Y/N Y/N Y/N
Y/N
Y/N % % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities
(Taxonomy-aligned)
N/A 0 0
CapEx of environmentally sustainable
activities (taxonomy-aligned) (A.1.)
0 0
A.2. Taxonomy-eligible but not
environmentally sustainable ac tivities (not
Taxonomy-aligned activities)
Transport by motorbikes, passenger cars
and commercial
vehic le
6.5 1146 23
Renovation of existing buildings 7.2 1849 38
CapEx of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities)
(A.2.)
2995 61
Total (A.1 + A.2)
2995 61
B. TAXONOMY-NON ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non eligible activities
1898 39
Total (A + B) 4893 100
Substantial
contribution criteria
DNSH criteria ("Does Not
Signifc antly Harm")
ANNUAL REPORT 2022 157
Operational expenditure from products or services associated with Taxonomy-eligible and aligned economic activities – FY 2022
Code(s)
Absolute OpEx
Proportion of OpEx
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Minimum safeguards
Taxonomy-aligned proportion of OpEx, year 2022
Taxonomy-aligned proportion of OpEx, year 2021
Category (enabling activity)
Category "(transitional activity)"
Economic activities KEUR % % % % % % % Y/N Y/N Y/N Y/N Y/N
Y/N
Y/N % % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities
(Taxonomy-aligned)
N/A 0 0
OpEx of environmentally sustainable
activities (taxonomy-aligned) (A.1.)
0 0
A.2. Taxonomy-eligible but not
environmentally sustainable activities (not
Taxonomy-aligned activities)
N/A 0 0
OpEx of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities)
(A.2.)
0 0
Total (A.1 + A.2)
0 0
B. TAXONOMY-NON ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non eligible activities 0 0
Total (A + B) 0 0
Substantial
contribution criteria
DNSH criteria ("Does Not
Signifcantly Harm")
158 ANNUAL REPORT 2022
ANNUAL REPORT 2022 159
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