Embracing
a new future
2021 Annual Report
The FSC
®
certication provides an assurance that the wood and paper used for this annual report have been harvested in a socially
and environmentally responsible manner. The FSC’s Chain of Custody certication provides a way in which the material can be
tracked from the certied initial source through the manufacturing process to the end user.
Recticel annual report 2021 2
Over the lifetime of their use, the insulation
products we sold in 2021 will offset
our total 2021 carbon footprint by
51 TIMES
*
* Ratio between avoided emissions and carbon footprint scope 1,2 & 3. It is based on 2021
revenues of the business lines Insulation, Bedding and Engineered Foams, excluding FoamPartner
which was acquired on 31 March 2021.
Our impact on climate change
CLIMATE POSITIVE MULTIPLE
CARBON FOOTPRINT INDICATOR
CARBON INTENSITY
+ 11%
- 4%
- 17%
+ 76%
+ 17%
RECYCLING
SUSTAINABLE R&D PROJECTS
Compared to
2020
Recticel annual report 2021 3
Embracing change
10 November 2020
• Announcement of acquisition
FoamPartner
• Two-leg strategy with focus on
Insulation and Engineered Foams
19 March 2021
• Announcement of acquisition
Gór-Stal Sp. z o.o.
(board business)
19 May 2021
• Greiner AG launches
unsolicited offer on
Recticel
30 June 2020
• Closing of divestment Automotive Interiors
business line
• Closing of divestment Eurofoam joint venture
26 February 2021
• Launch of divestment process
Bedding business line
19 February 2019
• Closing of divestment
of Proseat joint
venture
1 April 2021
• Closing of FoamPartner acquisition
• Integration of Flexible Foams &
FoamPartner to create Engineered
Foams business line
Recticel annual report 2021 4
December 2021
06/12
• SGM approves divestment of Engineered Foams
business line to Carpenter Co.
07/12
• Announcement of binding agreement with Carpenter Co.
for divestment of Engineered Foams business line
24/12
• SGM approves divestment of Bedding business line
to Aquinos Group
28 February 2022
• Baltisse NV buys 22.6% of
Recticel shares from Greiner AG
April 2022
14/04
• Exercising put option to sell 25%
in Proseat JV to Sekisui
29/04
• Closing of Trimo d.o.o. acquistion
18 November 2021
• Announcement of binding
agreement with Aquinos
Group for divestment Bedding
business line
11 January 2022
• Greiner AG unsolicited
offer expires
March 2022
21/03
• Announcement of acquisition
of Trimo d.o.o.
31/03
• Closing of Bedding business
line divestment to Aquinos
Group
11 October 2021
• Strategy update with focus on
Insulation
• Announcement of intended
divestment of Engineered
Foams to Carpenter Co.
Recticel annual report 2021 5
A conversation with the
Chairman of the Board of
Directors and the Chief
Executive Ocer
Johnny Thijs
Chairman of the Board of Directors
Johnny Thijs and Olivier Chapelle reﬂect on a year
in which Recticel weathered a range of challenges,
including the continuing pandemic and unexpected
business developments. They share some insights into
their plans and expectations for 2022 and explain the new
and positive direction that the company is taking.
Olivier Chapelle
Chief Executive Officer
Recticel annual report 2021 6
Recticel undertook a major strategic overhaul between 2019
and early 2021, with the intention of basing the company
on two pillars, Insulation and Engineered Foams. How did
these two business lines perform financially in 2021?
These two businesses performed above expectations in 2021,
as we confirmed on 19 May 2021 by a substantial increase in
our profit guidance. Both businesses were able to cope with
the successive waves of the pandemic without impacts on
performance. In addition, they managed to pass through raw
material cost increases into the selling prices in real time. As
a consequence, Recticel generated record results in 2021.
Moreover, our Engineered Foams business has successfully
integrated the activities of FoamPartner, acquired on 31 March
2021, and has delivered the expected synergies.
The next twelve months will bring another major strategic
change, as Recticel evolves into a pure player in insulation.
Why did you decide to take this direction?
In September 2020, we defined a strategy based upon two
activities, Insulation and Engineered Foams. They both had
solid growth perspectives and offered a natural hedge against
business cyclicality, given their very complementary product,
segment and geographic positioning. As a consequence,
we announced in February 2021 our intention to divest the
Bedding activities, a process that we immediately initiated.
The execution of this strategy was progressing according
to plan and the evolution of our stock price reﬂected the
support of the market. We were forced to change that strategy
by the unsolicited takeover bid by Greiner on all Recticel
shares, following their acquisition of the 27% participation of
Compagnie du Bois Sauvage. We deemed the Greiner offer
unfavourable and unacceptable for all stakeholders: customers,
employees and shareholders. We designed a bold defence to
fend off the Greiner offer: the sale of Engineered Foams to
Carpenter Co. and subsequent development of Recticel into a
pure insulation player. The strategy revision is another token of
our company’s agility.
In March you announced that you have signed an
agreement to acquire the insulated panel specialist Trimo
d.o.o.. How important is this acquisition for Recticel’s
future?
This is a key development for our company because it will
enable us to accelerate growth with a category – insulated
panels – that complements our existing insulation boards,
vacuum insulated panels and thermo-acoustic boards. It will
also enable Recticel to enter into the industrial building segment
and to reinforce our presence in a region of Europe in which we
had no substantial presence.
In 2021, you embarked on a renewed sustainability journey
with firm objectives for 2025. Will Recticel continue to work
towards those goals as an Insulation company?
In fact, we embarked on our sustainability journey in 2015 and
have since updated our objectives with a new set of even more
ambitious targets to be reached by 2025. As a pure insulation
player, our contribution is essentially about fighting climate
change, which is the core of our sustainability objectives.
As a major industrial player specialising in chemistry, are
ESG commitments important in your daily business?
Yes, we have firm commitments to environmental and social
contribution, and we have continued to update them with
more ambitious targets. As well as considering the impact of
our products on climate change, we also develop solutions
that will enable full circularity of our product offerings. Our
ESG commitments are equally important for our shareholders,
given the increased focus of investors and shareholders on
companies that deliver ESG contributions.
Last year’s business environment was still largely
dominated by the COVID-19 pandemic. What was the
impact on Recticel and your customers?
The 2020 COVID-19 pandemic and the subsequent very
steep recovery put a lot of pressure on supply chains, and
in the case of Recticel, on the supply of raw materials. Tight
supply and higher prices for the raw materials we use made it
challenging for us to deliver to our customers on time, in full.
Our supply chain teams have done an excellent job in meeting
our customer’s expectations. And our commercial teams have
been extremely reactive, quickly adapting selling prices in
order to mitigate margin impact. That has been achieved quite
successfully.
What can Recticel partners and shareholders expect in the
coming year?
We sincerely thank our employees, customers and shareholders
for their contributions, their trust and their support, which have
enabled our company to emerge successfully from difficult
and perilous circumstances in 2021. In particular, we thank our
shareholders for supporting our new strategy, as demonstrated
in the shareholder meetings held in December 2021. We now
look forward to a future focused on our insulation activities, and
all our stakeholders can expect ambition, growth and success in
the future, with a first milestone of doubling our sales by 2025.
Recticel annual report 2021 7
The transformation of Recticel
1
2
Recticel has always been a Group embracing change
and evolving in ways that add value for our stakeholders
and for wider society. The transformation that began in
2010 – involving restructuring of our business activities
and rationalisation of our manufacturing footprint –
resulted in significant performance improvement. As
soon as we had achieved that landmark, we embarked
on a programme of reshaping and investing to boost
the business, optimise our portfolio and streamline our
organisation.
In 2020, despite the disruption caused by the global
COVID-19 pandemic, Recticel was perfectly positioned
for further strategic transformation. We divested our
Automotive Interiors business line and our Eurofoam
joint venture. In 2021, we acquired FoamPartner and
formed the new Recticel Engineered Foams business
line. We began the process of divesting our Bedding
business line, entering into a binding agreement with
Aquinos Group in November. We also announced our
acquisition of the thermal insulation board business of
Gór-Stal Sp. z o.o. in Poland. This binding agreement
was later cancelled by the owners. Recticel is taking the
appropriate legal steps to enforce the acquisition and
obtain full damages.
Sustainable innovation has remained at the core of
everything we do. It is vital not just for the development
of our portfolio of products and services, but also for
the creation of state-of-the-art business strategies that
sustain our future. When circumstances changed again
in 2021, we did not hesitate to revisit our strategy.
Following an unsolicited offer from Greiner AG to acquire
the majority share in our company, we immediately
focused on reviewing all our options with the aim
of protecting the interests of our shareholders and
employees.
In December 2021, we signed an agreement with
Carpenter Co. for the divestment of the recently
formed Recticel Engineered Foams business line. We
are satisfied that Carpenter Co. is a strong strategic
fit for Recticel Engineered Foams, with a highly
complementary footprint and product portfolio. The
deal enables us to pursue our insulation business
and ESG objectives while safeguarding the potential
of the Engineered Foams business line and its highly
skilled employees, as well as the interests of all our
stakeholders.
March 2022 saw the closing of the Bedding business
line divestment to Aquinos Group, as well as a pivotal
development in the execution of our new strategy:
the acquisition of Trimo d.o.o., one of Europe’s leading
providers of sustainable premium insulated panels for
the construction industry, with operations in Slovenia
and Serbia.
Recticel is now confidently beginning a new chapter
in its history, with a strategy founded on sustainable
innovation. In 2022, we will move forward as a pure
play insulation company, a specialised business
with a wealth of experience and a set of further
refined objectives. These include the goals set out
in our Sustainability Strategy, which was revised for
2021-2025 and which is supported by two pillars: the
Sustainable Innovation Plan and the People Priority
Plan. Based on clearly defined material aspects and
KPIs, our Sustainability Strategy will continue to ensure
that we maximise our positive climate impact, boost
circular efficiencies, drive market-driven innovation to
develop sustainable solutions for our customers and
help to protect and engage our employees and other
stakeholders. With the long-term needs and challenges
of our business sectors and society as our compass,
it is sustainability that nourishes and sustains our
competitiveness.
Restructuring of the
business activities
& rationalising the
manufacturing footprint
[2010-2018]
Reshaping & investing
to boost the business
[2018-2022]
Recticel annual report 2021 8
Recticel at a glance Our mission,
vision and values
M€
1,032.8
3,556
43 19
consolidated sales
sites
employees
Present in
countries
* Continuing operations: Insulation & Engineered Foams. The Bedding sale is accounted for
in discontinued operations as per IFRS 5 in the 2021 nancial reporting.
Recticel around the world
At 31.12.2021*
Key data Europe Asia United States
% of consolidated net sales 88% 6% 6%
Number of employees 3,082 283 191
Number of sites 30 8 5
Our corporate mission, vision and values have
guided us through a process of change.
We consistently leverage our expertise to
offer competitive, high value-added solutions
that generate shared value for our customers,
employees, other stakeholders and society.
We aim to be the leading solution provider in
all our markets by responding to key global
challenges such as climate change, energy
conservation, a growing and ageing population,
and noise pollution. To achieve this, we focus
on efficiency, mutual benefits, innovation and
long-term sustainability.
Our values describe how we interact, do
business and work together at Recticel as we
successfully execute our corporate strategy
and realise our objectives.
In the coming months, we will revisit our
mission, vision and values and refine them
to truly underpin our future as a pure play
insulation specialist.
innovate
to create value
We
We strive for
results
We act with
respect &
integrity
We take
and feel
ownership
accountable
We
to win
cooperate
Recticel annual report 2021 9
Highlights of 2021 and early 2022
Insulation – TURVAC
Through its TURVAC joint venture, the Recticel Insulation
business line won a significant contract with two major
international pharmaceutical companies for the delivery of high-
performing thermal vacuum insulated panels (VIP) needed to
transport and store ultra-low temperature vaccines.
Sustainable Innovation -
PUReSmart
PUReSmart project partner Covestro
commissioned a new plant for chemical
recycling. The PUReSmart chemical recycling
project is coordinated by Recticel and funded
by the EU’s Horizon 2020 Innovation and
Research programme.
Recticel Engineered Foams
Recticel completed the acquisition of the
Swiss-based company FoamPartner, which
then merged with the Recticel Flexible
Foams business line to form the new
Engineered Foams business line.
Insulation – TECUN Insulation
To further establish the Insulation business line as a Centre of
Excellence, a new e-learning platform was launched to share
and improve its employees’ technical product and application
knowledge.
January 2021
March 2021
April 2021
Engineered Foams
Engineered Foams – New Shepard
By supplying foams for Blue Origin’s sub-orbital reusable
launch vehicle, New Shepard, Recticel was part of the system’s
historic first human ﬂight on 20 July 2021. Recticel also supplied
high-performance foam-based thermal and acoustic protection
systems for the company’s New Glenn rocket fairing.
July 2021
Recticel – ESG ratings
MSCI upgraded Recticel’s ESG rating from ‘A’ to ‘AA’ (on a scale
from AAA to CCC), ranking the Group in the top 6% of the
MSCI Commodities Chemicals universe.
CDP positioned Recticel among the 33% of companies that
have a B score or higher.
September 2021
Engineered Foams – NIVA
TM
Recticel Engineered Foams launched a new range of foams
free from halogenated fire retardants (TCCP) for a more natural
sleep experience.
DISCLOSURE INSIGHT ACTION
Recticel annual report 2021 10
Recticel – ESG ratings
Based on a limited Core Framework analysis, Sustainalytics
ranked Recticel as ‘Medium’ within the Commodity Chemicals
universe.
October 2021
Engineered Foams – Award
Recticel Engineered Foams won the prestigious UTECH
Europe Automotive Award for product and innovation with
OBoSky
®
Nature, a particularly fine-pored foam for headliners
with a very homogeneous cell structure and uniform colour.
November 2021
Recticel – Aquinos Group
Recticel signed a deal with Aquinos Group, a Portuguese
privately owned industrial group active in the upholstery and
bedding market, for the divestment of the Bedding business
line. The deal was closed on 31 March 2022.
Engineered Foams – Carpenter Co.
Recticel signed a deal with Carpenter Co., an American privately
owned industrial group and one of the world’s largest producers
of foam products, for the sale of the Recticel Engineered Foams
business line.
December 2021
Insulation – Eurowall
®
E
Recticel Insulation introduced Eurowall
®
E insulation boards
with Euroclass E fire classification for cavity wall insulation.
The boards are designed to meet the new fire safety regulation
for buildings from 10 to 25 m height, which will come into force
in Belgium on 1 July 2022.
January 2022
Insulation –
PEFC certified
Recticel Insulation obtained the renowned
PEFC label for its multilayer thermal
insulation solutions, making it the first PIR/
PUR manufacturer authorised to use this
environmental label.
February 2022
Recticel – Trimo d.o.o.
Recticel expands its insulation activities with
the acquisition of the insulated panel specialist
Trimo d.o.o. (Slovenia).
Recticel - Proseat
Exercising put option to sell 25% in Proseat JV to Sekisui.
April 2022
Recticel annual report 2021 11
2021 Financial results
Consolidated Net Sales
Consolidated Net Sales annual growth rate
in million EUR
Earnings After Taxes
Earnings After Taxes as % of net sales
in million EUR
2017 2018 2019 2020 2021
23.9
28.8
2.1
%
2.6
%
2.4
%
7. 6
%
5.2
%
24.7
63.2
53.3
in million EUR
2017 2018 2019 2020* 2021
1,135
1,118
8.3
%
-1.6
%
-7.1
%
67.4
%
1,039
617
1,033
Combined Adjusted EBITDA (2017-2019) &
Consolidated Adjusted EBITDA (2020 & 2021)
Consolidated Adjusted EBITDA as % of net sales
in million EUR
2017 2018 2019 2020* 2021
105.5
103.8
9.3
%
9.3
%
11.0
%
7. 2
%
10.6
%
114.7
44.4
109.2
* In 2021, the Bedding business line has been accounted for as discontinued operation (IFRS 5). The 2020 figures have been restated accordingly.
Previous years have not been restated and are shown as published (grey colour).
Recticel annual report 2021 12
Gross Dividend per Share
Gross Divided per share
2017 2018 2019 2020 2021
0.22
0.24 0.24
0.26
0.29
Total Equity versus Net Financial Debt Gearing and Leverage Ratio
Total Equity GearingConsolidated Net Financial Debt Leverage
in million EUR
2017 2017
80% 2
1. 6
1. 2
0.8
0.4
0
48%
32%
16%
0%
64%
2018 20182019 20192020 20202021 2021
261.8
33.3%
87.1 84.6
265.0
31.9%
275.4 61.2%
168.6
1.8
1.1
1.1
334.8
391.3
147.8
37.8%
4.6
1.6
0.1
1.4%
Recticel (Euronext™: REC.BE – Reuters: RECTt.BR –
Bloomberg: REC.BB) is listed on the Euronext™ stock
exchange in Brussels and is part of the BEL Mid
®
index
(Euronext™: BELM – Reuters: BELM – Bloomberg: BELM;
index weighting: 2.65% - situation 11 April 2022).
Price
RECTICEL
BEL20
BELM
BELS
-60%
-40%
-20%
0%
20%
40%
60%
Volume
RECTICEL
Jan
Mar
May
Jul
Sep
Nov
Jan
Mar
0
200k
400k
Share Price Evolution vs BEL20, BEL Mid,
BEL Small (period 01.01.2021-20.04.2022)
Recticel BEL20 BELSBELM
Jan
-60%
-40%
-20%
0%
20%
40%
60%
Mar MarMay Jul Sep Nov Jan
in EUR
Recticel annual report 2021 13
2021 Sustainability results
PEOPLE PRIORITY PLAN SUSTAINABLE INNOVATION PLAN
CLIMATE
ACTION PLAN
TRANSITION TO A
CIRCULAR ECONOMY
INNOVATION FOR
SOCIETAL NEEDS
LOWER HS&E IMPACT
AN INSPIRING & REWARDING
PLACE TO WORK
2020 2021 Target Target year Year to year progress
CLIMATE POSITIVE MULTIPLE
(ratio between avoided emissions and carbon footprint scope 1, 2, 3)
46 51 75 2030
RECTICEL CARBON FOOTPRINT INDICATOR
(ratio between tonnes of CO
2
e scope 1, 2, 3 and tonnes production
volume, compared to 100% activity level of 2013)
82 79 60 2030
CARBON INTENSITY
(ratio between tonnes of CO
2
e scope 1&2 and €m revenue, compared
to 100% in 2020)
100 83 75 2025
RECYCLING
Tonnes of post-consumer ﬂexible polyurethane foam produced by
Recticel from recycled mattresses
1,059 1,864 ≥5,000 2025
R&D PROJECTS
- % of active R&D projects classified as sustainable
- Number of sustainable R&D projects ready to be brought to market
58 68
5
80
≥3*
2025
2025
FREQUENCY 1:
Number of Lost Time Accidents x 1,000,000 / Number of hours
performed
5.3 6.4 ≤2 2025
FREQUENCY 2:
Number of [Lost Time Accidents + Restricted Work Cases + Medical
Treatment Cases] x 1,000,000 / number of hours performed
10.4 ≤5* 2025
% EMPLOYEE PARTICIPATION IN E-LEARNING
- Legal e-learning
- Cybersecurity
GENDER DIVERSITY
in senior management
94%
96%
18% 25%* 2030
11%
- 4%
- 17%
76%
17%
21%
A detailed description of our strategy and progress during 2021 can be found in our Non-Financial Information Statement (Chapter 2.3 of this Annual Report).
New target defined in 2021
*
Recticel annual report 2021 14
About this report
In this report, we present financial and non-financial information relating to the Recticel Group for
2021 and early 2022.
The 2021 annual report is structured to emphasise the Group’s new strategy as well as our enduring
commitment to positive transformation with sustainability at its core.
Part 1 of the report – A New Future Built on Sustainable Innovation – explains how Recticel continues
to place innovation front and centre, in both its business strategy and its ESG approach.
Section 1 describes the background to our decision to move forward as a pure play insulation
company, summarising the market context and illustrating how this strategic reorientation supports
our sustainability goals. Section 2 contains a review of all Recticel business lines in 2021. Section 3
sets out the Group’s ESG approach and our progress in relation its Sustainable Innovation Plan and
People Priority Plan.
Part 2 – Management Report – provides the financial results and financial status of the Recticel
Group. This part of the report also includes the Corporate Governance section and the Non-Financial
Information statement.
This report is available online.
For greater insight into Recticel, visit our corporate website: www.recticel.com
Recticel annual report 2021 15
TABLE OF CONTENTS
1. A NEW FUTURE BUILT ON SUSTAINABLE INNOVATION 17
1.1. Transforming to a pure play insulation company 18
1.1.1. Insulation market trends and challenges 19
1.1.2. Insulation boards in residential buildings 21
1.1.3. Insulated panels in industrial construction 23
1.1.4. Our pure insulation product portfolio: unlocking sustainability 25
1.1.5. Our sustainability compass 26
1.2. 2021 business review: innovation for sustained value 31
1.2.1. Recticel Insulation 32
1.2.2. Recticel Engineered Foams 33
1.2.3. Recticel Bedding 34
1.3. 2021 ESG approach: innovation for a better world 35
1.3.1. Our sustainability strategy 36
1.3.2. Sustainable Innovation Plan 37
1.3.3. People Priority Plan 38
1.3.4. Digitalisation 39
1.3.5. Training and Development 40
1.3.6. We never compromise on safety 40
1.3.7. Cybersecurity 41
1.3.8. Pursuing ESG ratings and transparency 41
1.3.9. 2021 Board of Directors & Management Committee 43
2. MANAGEMENT REPORT 45
2.1. Report of our Board of Directors 46
2.1.1. Consolidated Group results 48
2.1.2. Financial position 52
2.1.3. Market segments 53
2.1.4. Profit appropriation policy 55
2.1.5. Dividend payment 55
2.2. Corporate governance statement 56
2.2.1. Applicable rules and reference code 57
2.2.2. Internal control and risk management 57
2.2.3. External audit 58
2.2.4. Composition of the Board of Directors 59
2.2.5. Committees set up by the Board of Directors 62
2.2.6. The Executive Management 64
2.2.7. Remuneration report for financial year 2020 65
2.2.8. Transactions and other contractual ties between the Company 75
and members of the Board of Directors or members of the
Management committee
2.2.9. Insider trading and market manipulation 75
2.2.10. Diversity policy 75
2.2.11. Relationships with the reference shareholders and other 76
elements related to possible public takeover bids and others
2.2.12. Statement on non-financial information 77
2.3. Non-financial information statement 78
2.3.1. Introduction 79
2.3.2. Activities of the company 80
2.3.3. A strategy for sustainability: 81
Growing together towards a PUre future
2.3.4. Recticel targets and results 88
2.3.5. Independent limited assurance report on selected sustainability 99
indicators of the non-financial information statement
2.3.6. Taxonomy eligibility 101
2.3.7. ESG performance 102
2.4. Financial report 103
2.4.1. Consolidated financial statements 104
2.4.2. Notes to the consolidated financial statements for the year 112
ending 31 December 2021
2.4.3. Recticel NV/SA - General information 179
2.4.4. Recticel NV/SA - Condensed statutory accounts 180
2.4.5. Risk factors and risk management 182
2.4.6. Declaration by the responsible officers 185
2.4.7. Auditor’s report on the consolidated financial statements 185
for the year ending 31 December 2021
3. GLOSSARY 189
4. KEY FIGURES 2013-2021 192
Recticel annual report 2021 16
1.
A new future
built on
sustainable
innovation
Recticel annual report 2021 17
1.1 Transforming to a
pure play insulation
company
Following the divestments of the Recticel
Engineered Foams and Bedding business
lines, Recticel will be a pure play insulation
company. This strategic change presents
significant potential for our shareholders and
other stakeholders. We will move forward with
no debt in a market that has solid long-term
fundamentals. For investors, the insulation
segment is less cyclical, offers more visibility
and provides cleaner margins. The move will
also give us unprecedented opportunities to
pursue our R&D objectives and intensify our
sustainability efforts.
In March 2022, we announced a key move
in the execution of our new strategy: the
signing of an agreement to acquire Trimo
d.o.o., one of Europe’s leading providers of
sustainable premium insulated panels for
the building industry. Trimo d.o.o. currently
operates from two sites (Trebnje, Slovenia,
and Šimanovci, Serbia) and sells its insulated
panels and building solutions in more than 60
countries around the world. In 2021, Trimo
employed about 480 people and generated
net sales of EUR 138.4 million. The company’s
products, technologies and markets are a
perfect complement to our current portfolio.
The acquisition, which was closed on 29 April
2022, will enable Recticel to expand in an
adjacent insulation category while increasing
its geographic reach.
Recticel annual report 2021 18
Today’s industrial landscape, and indeed society in general, is impacted by a limited number of
megatrends. These have not changed significantly in the last decade and are set to dominate for the
coming years as well. They include rapid urbanisation, clean energy transition, disruptive technology
developments, health considerations, demographic and social changes, and climate change and
resource shortages. While all of these shape our lives, the environmental challenges – which include
climate action failure, biodiversity loss and ecosystem collapse as well as natural resource depletion –
will have the greatest impact on our basic human needs.
Scarce resources and global heating: our biggest challenges
As the earth’s population continues to escalate, it is increasingly difficult to sustain the demand for
food, energy and materials. There is an urgent need for solutions that are more energy-efficient, less
wasteful and less reliant on our planet’s dwindling resources.
The creation of a circular economy is one such solution. Other possibilities include the optimisation
of raw materials. Recticel focuses on both of these and also considers the environmental impact
of its products throughout their entire lifecycle, from responsible sourcing of raw materials to the
dismantling and recycling of components at the end of the product’s life.
Along with the scarcity of resources, the need to address climate change is an increasingly urgent
factor in all industrial activities and decisions. Year-end data compiled by NASA (National Aeronautics
and Space Administration) and NOAA (National Oceanic and Atmospheric Administration) indicates
that 2021 was the sixth-hottest year on record, with temperatures 1.10°C warmer than at the
beginning of the 20th century. The world is lagging behind on the commitments made in the 2015
Paris Agreement to limit global warming to below 2°C. The COP 26 conference in 2021 resulted in
renewed agreements to revisit and strengthen emissions targets, as well as the introduction of new
measures to cut methane emissions and fossil fuels. In April 2022, the Intergovernmental Panel
on Climate Change (IPCC) confirmed that the time for action is now and that the greenhouse gas
emissions can be halved by 2030
1
.
Rapid urbanisation
Clean energy transition
Disruptive technology developments
Health considerations
Demographic and social changes
Climate change and resource shortages
Of these, climate change and resource
scarcity will have the biggest impact
on our basic human needs.
Source: NASA GISS & NOAA NCEl global temperature anomalies averaged
and adjusted to early industrial baseline (1881-1910). Data as of 13/01/2022.
Source: https://www.adlittle.com/en/insights/prism/trends-megatrends
https://www.weforum.org/reports/global-risks-report-2022
1
https://www.ipcc.ch/2022/04/04/ipcc-ar6-wgiii-pressrelease/
HOTTEST GLOBAL YEARS
ON RECORD
10
1.1.1 Insulation market trends
and challenges
2013
+0.2°
+0.6°
+1.0°
+1.4°C
2010 2014 2018 2021 2015 2017 2019 2020 2016
Recticel annual report 2021 19
Energy consumption in residential housing
Europe’s buildings account for 40% of today’s total energy use. In the EU, they also
account for around 36% of total CO
2
emissions. Prioritising sustainable construction
is key to achieving the 2050 climate goals defined by the European Commission (see
section 1.1.5). Sustainable construction minimises energy demand in the building
use phase and, in a second step, opimises the utilisation of materials. This helps to
strike a vital balance between economic and social development and environmental
protection. Renovating the EU building stock will improve energy efficiency while
driving the clean energy transition
1
. Insulation is one of the most effective tools in
achieving that balance.
BELGIUM
BULGARIA
CYPRUS
DENMARK
GERMANY
ESTONIA
FINLAND
FRANCE
GREECE
HUNGARY
IRELAND
CROATIA
LATVIA
LITHUANIA
LUXEMBOURG
MALTA
THE NETHERLANDS
AUSTRIA
POLAND
PORTUGAL
ROMANIA
SLOVENIA
SLOVAKIA
SPAIN
CZECH REPUBLIC
UNITED KINGDOM
SWEDEN
ITALY
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
73.5%
52.5%
62.5%
66.0%
72.7%
66.9%
64.9%
54.5%
71.7%
60.5%
66.6%
68.3%
70.3%
78.7%
20.4%
63.4%
69.0%
65.3%
28.2%
62.9%
61.2%
67.1%
43.1%
68.5%
63.5%
54.8%
35.4%
EU28 63.6%
In Europe (EU28 – 2018), space heating accounts for 63.6%
of the total energy consumption in the residential sector.
Residential houses consume energy for heating, cooling and ventilation, the
production of warm water, cooking, use of electrical appliances and lighting.
64%
Space heating
17%
Hot water
3%
Cooking
3%
Lighting
13%
Appliances
* Breakdown of energy consumption in existing homes
Source: https://ec.europa.eu/info/news/focus-energy-efficiency-buildings-2020-lut-17_enSource: EuroStat. Disaggregated final energy consumption in households - quantities
Source: https://ec.europa.eu/info/news/focus-energy-efficiency-buildings-2020-lut-17_en
SOME KEY FIGURES FOR EU BUILDINGS
75% 1%
63.6%
34m
85-95%
of buildings in the EU
are energy inecient
per annum is the rate at
which today’s building
stock is being renovated
of EU residential energy
consumption is for
space heating
Europeans cannot aord
to keep their homes
adequately heated
of today’s EU buildings
will still be in use in 2050
1
https://energy.ec.europa.eu/topics/energy-efficiency/energy-efficient-buildings/renovation-wave_en
Recticel annual report 2021 20
1.1.2 Insulation boards in residential buildings
With space heating accounting for almost 64% of the average household’s energy
consumption, it makes sense that thermal insulation is the most effective way to
improve the energy performance of residential buildings and keep the energy bill
under control.
-10
kWh/m
2
/year
The scale of the potential energy savings means
that, as a pure play insulation company, Recticel will
have a very significant role in improving the energy
efficiency of buildings and the sustainability of the
construction industry.
TERRACE HOUSE
Built: 1956
Protected volume: 460 m³
Initial energy score:
730 kWh/m
2
/year
ROOF INSULATION
Using 14 cm Powerroof
®
insulation boards
(lambda value 0.022 W/mK)
Energy score after installation: 345 kWh/m
2
/year
EXTERIOR WALL INSULATION
Using 16 cm Powerwall
®
insulation boards
(lambda value 0.022 W/mK)
Energy score after installation: 273 kWh/m
2
/year
REPLACEMENT OF WINDOWS
Low-E glass + aluminium profiles (combined
total: 1.64 W/mK)
Energy score after installation: 109 kWh/m
2
/year
FLOOR INSULATION
Using 14 cm Euroﬂoor ﬂoor insulation boards
(lambda value 0.022 W/mK)
Energy score after installation: 213 kWh/m
2
/year
SOLAR PANELS
10 m² monocrystalline or polycrystalline
Energy score after installation: 64 kWh/m
2
/year
-376
kWh/m
2
/year
1
-81
kWh/m
2
/year
2
-48
kWh/m
2
/year
3
-60
kWh/m
2
/year
ENERGY-EFFICIENT BOILER
Energy score after installation: 157 kWh/m
2
/year
4
-56
kWh/m
2
/year
5
-15
kWh/m
2
/year
7
8
TOTAL
ENERGY
SAVING:
666 kWh/m²/year
Total saved thanks to airtight
roof, wall and ﬂoor insulation:
537 kWh/m²/year.
-20
kWh/m
2
/year
6
AIR TIGHTNESS TESTING
Energy score after installation:
89 kWh/m
2
/year
SOLAR BOILER
With 8 m² solar collectors
Energy score after installation: 74 kWh/m
2
/year
Source: www.isolatiebarometer.be
Recticel annual report 2021 21
PIR* insulation boards:
a driving force in sustainable construction
While the general benefits of insulation are clear, there are further benefits to
be derived specifically by choosing polyurethane as an insulation material. This
is due to the varying thermal insulation capacities, densities and installation
requirements of different materials. PIR insulation boards make a particular
contribution to economic and environmental sustainability in a number of ways.
SUPERIOR THERMAL EFFICIENCY
PIR offers huge potential for energy savings. Depending on the thickness and the
facings used, it can achieve thermal conductivity from as low as 0.022 W/mK to
0.028 W/mK. This makes it one of the most efficient insulation materials commonly
available on the market. The increased energy efficiency reduces carbon emissions
from the building, mitigating climate change. It also leads to savings on energy bills
and greater comfort for residents.
MORE LIVING SPACE
As PIR achieves equivalent performance to other materials with less thickness, it
increases options to optimise indoor living space and reduce building footprints. This
can lead to economic gains for building owners through reduced investment costs
and/or enhanced income from rent or sale of the building. The thinner profile also
allows greater ﬂexibility in designing airtightness solutions. The space-saving qualities
of PIR insulation boards also have further benefits in logistics; they require less
storage space and lead to fuel savings and reduced emissions from transportation.
LOW WEIGHT
With around 97% of its volume consisting of trapped gas, polyurethane foam is one
of the lightest insulation materials available. In some applications, the weight ratio
between a PIR solution and an alternative insulation solution can be 1:6 or even 1:10.
Lightweight PIR insulation boards create efficiencies throughout the logistics process
as well as facilitating quick, easy installation and reducing the cost of some structural
elements. In addition to this, the high strength-to-weight ratio of polyurethane foam
contributes to very competitive life cycle costs.
LOW INDOOR AIR EMISSIONS
Given that people spend about 90% of their time in buildings, maintaining good
indoor air quality is crucial for our health. This means selecting materials that are
non-toxic and release the lowest possible level of emissions, especially in view
of the need to make building envelopes airtight in order to avoid thermal losses.
Of all the insulation products on the market today, PIR insulation produces one of the
lowest levels of indoor air emissions.
WALKABILITY WITHOUT DEFORMATION
PIR insulation has a compressive strength of over 150 kPa and is unaffected by loads
experienced in normal roof maintenance. This means that PIR boards can be walked
on without deformation and help to maintain the performance of the waterproofing
membrane. This is a specific requirement for ﬂat roofs, which are often exposed
to high dynamic mechanical loads during the construction process and routine
maintenance.
Benefits of insulation with PIR boards
150
20 30 40 60
300
450
Necessary thickness d (mm)
Higher thickness for
same insulation level
PIR insulation with lowest thickness
PIR
Cellular foam glass
Glass wool/Stone wool
for thermal resistance value
R=7,5 (m
2
K/W)
d= R x ʎ
XPS / EPS
mm
mW/(mK)
*PIR foam = Polyisocyanurate, a thermoset plastic used as rigid thermal insulation
Source: ISOPA
Recticel annual report 2021 22
The need to build energy-efficient buildings quicky and economically is a primary
driver of today’s construction industry. This has created a compelling case for
prefabrication and pre-assembled materials. Real-life evidence shows that
prefabrication can save 5% or more in industrial waste, improve site safety,
reduce budgets by 6% or more and accelerate project schedules by a month
or more.
1
Metal-faced insulated panels are a key example of prefabricated building
materials that support energy-efficient buildings. They are widely used for
façade, wall and roof cladding, as well as for partition walls, in industrial and
commercial buildings. Consisting of a core of insulating material (PUR/PIR or
mineral wool) between sheet metal skins, these panels offer high load-bearing
capacity, high and standardised technical specifications and fast installation.
They are lightweight, cost-efficient and customisable. They meet the demands
for compliance with increasingly stringent building regulations and construction
cost pressures. Perhaps most importantly in the light of the recent escalation in
energy costs, they promote greater energy efficiency.
Meeting design challenges
Insulated panels can be designed to meet almost every architectural and
structural challenge in the construction industry. They are available in a wide
variety of configurations, with architects and engineers playing a critical role in
specifying the right panels, based primarily on technical specifications but also
on aesthetics, depending on the application.
1
https://www.nist.gov/system/files/documents/el/economics/Prefabrication-Modularization-in-the-
Construction-Industry-SMR-2011R.pdf
Galeria Kosice Shopping
Location: Košice, Slovakia
1.1.3 Insulated panels in
industrial construction
Recticel annual report 2021 23
SINGLE FACTORY-MANUFACTURED UNIT
• Meet accelerated project schedules
• Up to 20% cost reduction
• 30-50% faster construction/assembly time
• 100% design adherence
ENERGY EFFICIENCY & SUSTAINABILITY
• High and consistent insulation values
• Minimise thermal shortage
• Mineral wool insulated panels are up to 98% recyclable
SAFETY & PERFORMANCE
• Very good fire resistance with high-index PIR and mineral wool
• Excellent insulation quality allows building cold stores and freezers
• Superior acoustics with mineral wool as core
DESIGN FLEXIBILITY
• Choice of profiles, colours, coating types and positioning
• Wide range of lengths, extensive accessories
• Space savings / more leasable space
LIGHTWEIGHT FACTORY SYSTEM
• Minimise field decisions
• Minimise erector impact on product quality
• Easy to handle
• Frame and foundation cost savings
DURABILITY
• Maintain insulation properties over lifetime of building
• Low maintenance
• Low life cycle costs
Insulated panels:
a driving force in sustainable construction
The overall market of insulated panels in construction is expected to grow in
volume by 2-4% by annum, underpinned by the increasing importance of thermal
insulation and the strong trend towards zero net-energy building.
Insulated panels meet the requirements of the pre-fabrication megatrend by
enabling regulatory compliance in a fast, cost-efficient and scalable manner.
The strict building regulations and standards on thermal insulation, acoustic
performance, air tightness and energy efficiency make insulated panels a
structurally attractive building component.
Insulated panels offer a unique set of benefits in construction. Their optimal
structural and physical properties allow great design freedom, while their
advanced technical qualities contribute to a high-quality, all-round solution.
Recticel annual report 2021 24
Recticel has identified insulated panels as a key component in its future portfolio, enabling both diversification and expansion on several levels. By adding insulated panels to its offering, Recticel will
have achieved a truly comprehensive portfolio of premium products with differentiated performance to meet the broadest spectrum of applications.
Embracing the future with a diversified portfolio
The new Recticel portfolio of insulation products covers an exceptional range of high performing thermal and acoustic solutions.
1.1.4 Our pure insulation product portfolio: unlocking sustainability
VACUUM INSULATED PANELS
• Ultra-high performance thermal vacuum insulated panels (VIP)
• Very thin dimensions
• Suitable for ﬂat roofs and terraces
• Go to market: insulation type set by client, architect
• Sales via wholesalers
INFO: our VIP are also suitable for temperature-controlled packaging used for transport of
ultra-low temperature (ULT) vaccines, food, etc.
THERMO-ACOUSTIC BOARDS
• Acoustic insulation for interior walls to reduce airborne sound
• Panels with fibre bonded end-of-life foam (FBF)
• For DIY and contractors
• Go to market: insulation type set by client, architect
• Sales via distributors, wholesalers, DIY
INSULATION BOARDS
• Thermal insulation PIR boards
• Product of choice for residential new build & renovation
• Suitable for agricultural projects and ﬂat roof insulation of industrial
buildings (can be combined with insulated panels for wall cladding)
• Go to market: insulation type set by client, architect
• Sales via distributors, wholesalers, DIY
INSULATED PANELS
• Prefabricated mineral wool thermal insulated panels
• Especially non-residential new build, in particular logistics & industrial
• Go to market: project sales only, with strict & standardised technical
specifications set by the client, architect, regulator, insurer
• Mostly direct sales
Logistics &
warehousing
Residential
building
Manufacturing Agro building
Sport
Commercial Offices Special projects
Recticel annual report 2021 25
1.1.5 Our sustainability compass
Sustainability is profoundly embedded in Recticel’s overall strategy. We are
committed to finding responsible solutions for climate change, the depletion
of natural resources and the world’s growing and ageing population. Our
sustainability strategy and targets are profoundly rooted in the United Nations
Sustainable Development Goals and the European Green Deal.
UN Sustainable Development Goals
The United Nations Sustainable Development Goals (SDGs) set in 2015 are
universal targets and indicators designed to help countries and end poverty,
protect the planet and ensure global prosperity as part of a sustainable
development agenda.
Recticel has identified six SDGs that are most impactful, relevant and embedded
in our company’s Sustainability Strategy:
⊲
⊲
⊲
Climate Action Plan
Transition to a circular
economy
Innovation for societal
needs
13.
CLIMATE ACTION
⊲
⊲
⊲
⊲
⊲
Transition to a circular
economy
Innovation for societal
needs
Climate Action Plan
Lower HS&E impacts of our
activities and products
Sustainable partnerships
12.
RESPONSIBLE
CONSUMPTION AND
PRODUCTION
⊲
⊲
⊲
Climate Action Plan
Innovation for societal
needs
Sustainable partnerships
11.
SUSTAINABLE CITIES
AND COMMUNITIES
⊲
⊲
⊲
Sustainable partnerships
Lower HS&E impacts of our
activities and products
An inspiring and rewarding
place to work
8.
DECENT WORK AND
ECONOMIC GROWTH
⊲
⊲
⊲
Innovation for
societal needs
Lower HS&E impacts of our
activities and products
An inspiring and rewarding
place to work
3.
GOOD HEALTH AND
WELL-BEING
⊲
⊲
We take responsibility for
our own activities, but also
in our sphere of inﬂuence
upstream (raw materials
sourcing) as well as
downstream (use and
end-of-life)
We invest in close relation-
ships with the stakeholders:
customers, suppliers,
knowledge institutes and
universities, investors and
communities along our
value chain
17.
SUSTAINABLE
PARTNERSHIPS
⊲
⊲
⊲
Climate Action Plan
Transition to a circular
economy
Innovation for societal
needs
13.
CLIMATE ACTION
⊲
⊲
⊲
⊲
⊲
Transition to a circular
economy
Innovation for societal
needs
Climate Action Plan
Lower HS&E impacts of our
activities and products
Sustainable partnerships
12.
RESPONSIBLE
CONSUMPTION AND
PRODUCTION
⊲
⊲
⊲
Climate Action Plan
Innovation for societal
needs
Sustainable partnerships
11.
SUSTAINABLE CITIES
AND COMMUNITIES
⊲
⊲
⊲
Sustainable partnerships
Lower HS&E impacts of our
activities and products
An inspiring and rewarding
place to work
8.
DECENT WORK AND
ECONOMIC GROWTH
⊲
⊲
⊲
Innovation for
societal needs
Lower HS&E impacts of our
activities and products
An inspiring and rewarding
place to work
3.
GOOD HEALTH AND
WELL-BEING
⊲
⊲
We take responsibility for
our own activities, but also
in our sphere of inﬂuence
upstream (raw materials
sourcing) as well as
downstream (use and
end-of-life)
We invest in close relation-
ships with the stakeholders:
customers, suppliers,
knowledge institutes and
universities, investors and
communities along our
value chain
17.
SUSTAINABLE
PARTNERSHIPS
⊲
⊲
⊲
Climate Action Plan
Transition to a circular
economy
Innovation for societal
needs
13.
CLIMATE ACTION
⊲
⊲
⊲
⊲
⊲
Transition to a circular
economy
Innovation for societal
needs
Climate Action Plan
Lower HS&E impacts of our
activities and products
Sustainable partnerships
12.
RESPONSIBLE
CONSUMPTION AND
PRODUCTION
⊲
⊲
⊲
Climate Action Plan
Innovation for societal
needs
Sustainable partnerships
11.
SUSTAINABLE CITIES
AND COMMUNITIES
⊲
⊲
⊲
Sustainable partnerships
Lower HS&E impacts of our
activities and products
An inspiring and rewarding
place to work
8.
DECENT WORK AND
ECONOMIC GROWTH
⊲
⊲
⊲
Innovation for
societal needs
Lower HS&E impacts of our
activities and products
An inspiring and rewarding
place to work
3.
GOOD HEALTH AND
WELL-BEING
⊲
⊲
We take responsibility for
our own activities, but also
in our sphere of inﬂuence
upstream (raw materials
sourcing) as well as
downstream (use and
end-of-life)
We invest in close relation-
ships with the stakeholders:
customers, suppliers,
knowledge institutes and
universities, investors and
communities along our
value chain
17.
SUSTAINABLE
PARTNERSHIPS
⊲
⊲
⊲
Climate Action Plan
Transition to a circular
economy
Innovation for societal
needs
13.
CLIMATE ACTION
⊲
⊲
⊲
⊲
⊲
Transition to a circular
economy
Innovation for societal
needs
Climate Action Plan
Lower HS&E impacts of our
activities and products
Sustainable partnerships
12.
RESPONSIBLE
CONSUMPTION AND
PRODUCTION
⊲
⊲
⊲
Climate Action Plan
Innovation for societal
needs
Sustainable partnerships
11.
SUSTAINABLE CITIES
AND COMMUNITIES
⊲
⊲
⊲
Sustainable partnerships
Lower HS&E impacts of our
activities and products
An inspiring and rewarding
place to work
8.
DECENT WORK AND
ECONOMIC GROWTH
⊲
⊲
⊲
Innovation for
societal needs
Lower HS&E impacts of our
activities and products
An inspiring and rewarding
place to work
3.
GOOD HEALTH AND
WELL-BEING
⊲
⊲
We take responsibility for
our own activities, but also
in our sphere of inﬂuence
upstream (raw materials
sourcing) as well as
downstream (use and
end-of-life)
We invest in close relation-
ships with the stakeholders:
customers, suppliers,
knowledge institutes and
universities, investors and
communities along our
value chain
17.
SUSTAINABLE
PARTNERSHIPS
Recticel annual report 2021 26
The European Green Deal
The European Green Deal is a set of proposals adopted by the European
Commission in 2019 with the overarching aim of making the European Union the
first climate neutral continent by 2050. This green transition will fundamentally
transform the business environment and the economy in Europe. It is seen as a
major opportunity for European industry, creating markets for clean technologies
in many sectors, including construction and renovation, with the potential to
renovate 35 million buildings by 2030
1
. The aim of building renovation is to save
energy, protect against extremes of heat and cold and tackle energy poverty.
Effective thermal insulation is essential to meet these goals.
Reduce net greenhouse gas emissions
by at least 55% by 2030, compared with 1990
No net emissions of greenhouse gases by 2050
Reducing greenhouse gas emissions
As part of the European Green Deal roadmap adopted in December 2019, all EU
Member States pledged to reduce greenhouse gas (GHG) emissions by at least
55% by 2030, compared to 1990 levels.
This will fundamentally transform Europe into a low-carbon industrial region.
Companies are required to conduct a full GHG emission inventory, with
emissions classified into 3 scopes, as illustrated below.
The Greenhouse Gas Protocol (https://ghgprotocol.org) sets the world’s most
widely used standards for companies and organisations to measure and manage
their emissions.
For Recticel’s activities, the biggest GHG impact along the value chain is
related to product life cycle emissions coming from raw materials and waste
management (scope 3). Over the lifetime of their use, the insulation products we
sold in 2021 will offset 51 times the Recticel carbon footprint indicator for the
year (+5 times compared to 2020, with the business lines Insulation, Bedding
and Engineered Foams in scope (without FoamPartner, acquired on 31/03/2021)).
Once the strategic repositioning of Recticel as pure play insulation company is
completed, this positive contribution will only increase.
European
Green Deal
A zero pollution
Europe
Transition to a circular
economy
Towards a Green CAP
(Common Agriculture Policy)
Take everyone along
(Just Transition Mechanism)
Clean, reliable and
affordable energy
Preserving Europe’s
natural capital
Achieving climate
neutrality
Farm to Fork
Financing the transition
Sustainable transport
1
https://ec.europa.eu/info/strategy/priorities-2019-2024/european-green-deal/delivering-european-green-deal_en
Greenhouse gases
Greenhouse gases - like carbon dioxide
(CO
2
), methane (CH
4
), nitrous oxide (NO
2
) and
chloroﬂuorocarbons (CFCs) - absorb and emit
radiant energy within the thermal infrared range,
causing the earth greenhouse effect.
CFCs
3%
NO
2
7%
CH
4
10%
CO
2
80%
Recticel annual report 2021 27
SCOPE 1
SCOPE 3
SCOPE 2
Direct emissions from owned or controlled resources
These are GHG emissions generated directly by the company, through its
sites, facilities and activities.
Scope 1 includes:
• Stationary combustion: all fuels that produce GHG emissions
• Mobile combustion: all vehicles owned or controlled by the company
and burning fuel
• Fugitive emissions: leaks from GHGs (e.g. refrigeration or AC units)
• Process emissions: GHG emissions released during industrial
processes and on-site manufacturing
Indirect emissions from purchased electricity,
steam, heating and cooling for own use
(upstream activities)
These are indirect GHG emissions from the energy
consumption required to manufacture a product,
purchased from a utility provider.
Indirect emissions not included in Scope 2 that occur in the value chain of the company
(upstream and downstream activities)
These are indirect GHG emissions produced throughout a product’s lifecycle. The GHG Protocol
separates Scope 3 emissions into 15 categories. Those relevant for Recticel Insulation are:
UPSTREAM ACTIVITIES
• Purchased goods and services (i.e. raw materials)
• Capital goods (e.g. buildings, vehicles, machinery)
• Transportation and distribution (warehousing)
• Production waste and wastewater treatment
• Business travel
• Employee commuting
DOWNSTREAM ACTIVITIES
• End-of-life treatment of sold products
• Transportation and distribution (warehousing)
Cradle-to-Cradle: Scope 1, 2, 3 with end-of-life (EOL) treatment of sold products
Cradle-to-Gate: Scope 1, 2, 3 without end-of-life (EOL) treatment of sold products
Recticel annual report 2021 28
Recticel Insulation 2021
SCOPE 1, 2 & 3
Carbon Footprint
Avoided Emissions
CO
2
metric tons of CO
2
e
472K
times
98
*
metric
tons CO
2
e
75,000
0
150,000
225,000
300,000
SCOPE 1 - 3.5 KT
Direct emissions Indirect emissions from
purchased electricity
Raw
materials
Waste
management
Others
PRODUCT LIFE CYCLE EMISSIONS
SCOPE 2 - 2.1 KT SCOPE 3 - 466.7 KT
Our 2021 GHG impact as pure play insulation company
An internal, non-audited assessment of the Insulation business on its own for scope 1, 2 & 3 indicates
that the Insulation products sold in 2021 will offset over the lifetime of their use 98 times* the carbon
footprint of the Insulation business line.
Evolving to a pure insulation player, Recticel is firmly committed to implement further measures to
reduce the direct and indirect emissions in scope 1, 2 & 3. This would result in substantially increasing
its climate positive multiple* in excess of 100.
Over the lifetime of the use of the
insulation products sold in 2021, more
than 46 million tons of CO
2
emissions
will be avoided. This represents more
than 78,000 long haul ﬂights
1
.
* Ratio between avoided emissions and carbon footprint scope 1, 2 & 3.
1
www.carbonindependent.org/22.html – 250 kg CO
2
e/hour ﬂying/passenger
Recticel annual report 2021 29
The regulation defines performance thresholds for taxonomy-aligned economic activities which
comply with all of the following requirements:
a) The economic activity contributes substantially to one or more of the six environmental objectives.
b) It does not significantly harm any of the other environmental objectives.
c) It is carried out in compliance with the minimum safeguards (e.g. OECD Guidelines on Multinational
Enterprises and the UN Guiding Principles on Business and Human Rights).
d) It complies with the technical screening criteria in the Climate Delegated Act supplementing the
Taxonomy Regulation.
The thresholds will open doors to green financing for companies, project promoters
and issuers who want to improve their environmental performance, as well as
helping to identify which activities are already environmentally friendly.
For the reporting period 2021, companies need to report on the proportion of
taxonomy-eligible, i.e. substantially contributing to climate change adaptation or
mitigation, and taxonomy non-eligible economic activities.
Of these taxonomy-eligible activities, as of 2023, for the reporting period 2022,
companies need to report on the taxonomy-aligned economic activities that meet the
criteria as set forward by the Taxonomy Regulation.
Climate change mitigation
Climate change adaptation
Sustainable use and protection of water and marine resources
Transition to a circular economy
Pollution prevention and control
Protection and restoration of biodiversity and ecosystems
EU taxonomy for sustainable activities
To finance the green transition and the European Green Deal, the European Commission developed
the EU Taxonomy: a classification system to identify truly sustainable economic activities.
The Taxonomy Regulation is a key component of the European Commission’s action plan to
redirect capital ﬂows towards sustainable projects and activities, especially given the need to make
businesses, societies and economies more resilient against climate and environmental shocks as we
recover from the COVID-19 pandemic.
It entered into force in July 2021 and will create security for investors, protect private investors
from greenwashing, mitigate market fragmentation and help shift investments where they are most
needed.
1
The EU Taxonomy Regulation sets out six environmental objectives.
Recticel embraces this initiative and supports the European Commission’s action plan
to redirect capital ﬂows towards a more sustainable economy.
Recticel’s insulation activities in 2021 are considered taxonomy-eligible for the
environmental objective of climate change mitigation. They help to improve energy
efficiency by offering insulation solutions that will reduce energy consumption in
buildings (see also Section 2.3.3). As it progresses in its transition journey, the vast
majority of Recticel’s activities as a pure play insulation company are expected to be
taxonomy-aligned for the environmental objective of climate change mitigation.
62.18%
Eligible
1
https://ec.europa.eu/commission/presscorner/detail/en/ip_21_1804
Recticel taxonomy-eligible and taxonomy non-eligible
economic activities
TURNOVER 2021 CAPEX 2021 OPEX 2021
37.82%
73.39% 61.29%
26.61% 38.71%
Non-Eligible
2021, business lines Insulation, Engineered Foams, Bedding
Recticel annual report 2021 30
1.2 2021 Business
review: innovation
for sustained value
Recticel contributes to daily comfort with
high-performance thermal insulation solutions
for the construction industry and an extensive
range of polyurethane foam products for
industrial and domestic applications. Whilst
focusing on industry-leading, customised
solutions supported by sustainable
innovations, we strive to provide responsible
answers to societal challenges.
With 3,556 employees operating in 43
locations in 19 countries, Recticel realised in
2021 consolidated sales of EUR 1,032.8 million
(excluding the Bedding sales accounted for in
discontinued operations as per IFRS 5).
VALUE-ADDING
PORTFOLIO
GLOBAL
FOOTPRINT
INNOVATION
CAPABILITIES
MARKET
EXPERTISE
PEOPLE
EXCELLENCE
Distinguished portfolio of
industry-leading products and
services tailored to customer
needs.
Unique footprint with the most
comprehensive foaming and
converting technologies.
Powerful R&D network with
numerous labs and application
competence centres across
the globe.
Extensive know-how in
building insulation, mobility,
industrial,medical, consumer
goods and comfort applications.
Experience, skills, dedication
and a high service mindset.
Innovative solutions that
meet social needs such as
wellbeing, climate change,
circular economy.
SUSTAINABILITY
FOCUS
Recticel annual report 2021 31
1.2.1 Recticel Insulation
Our Insulation business line offers a distinguished portfolio of thermal and acoustic insulation products
used in construction and renovation projects. These products are marketed under well-known brands
and product names such as Eurowall
®
, Powerroof
®
, Powerdeck
®
, Powerwall
®
and Xentro
®
. Recticel’s
PIR insulation is the preferred option for residential building insulation, offering substantially better
performance than common alternatives.
Following the announced divestments of the Bedding and Engineered Foams business lines, leading
up to Recticel’s new path as a pure player in insulation, we announced on 22 March 2022 the
acquisition of Trimo d.o.o.. As a pure play mineral wool insulated panel manufacturer, Trimo d.o.o.
focuses on mid to high-end applications of roof and wall cladding in the non-residential market.
The acquisition was closed on 29 April 2022.
Insulated panels are a strategic portfolio expansion that fit within Recticel’s current insulation
solutions: PIR thermal insulation boards, high-performing vacuum insulated panels (VIP) and
thermo-acoustic boards with fibre bonded end-of-life foam (FBF).
The acquisition is a 3-step adjacency play, from a product (insulation board vs
insulated panels), a market (residential vs industrial) and technology (PUR/PIR vs
mineral wool) perspective, with geographical expansion into Central and South-East
Europe.
Insulation
boards
Insulated
panels
Vacuum
insulated
panels
Thermo-
acoustic
boards
Stoke-on-Trent (GBR)
PIR insulation boards
Burntwood (GBR)
Flat and tapered roof insulation
Wevelgem (BEL)
PIR insulation boards
Angers (FRA)
Thermo-acoustic boards
Bourges (FRA)
PIR insulation boards
Turvac JV, Šoštanj (SLO)
Vacuum insulated panels
Trimo, Trebnje (SLO)
Mineral wool insulated panels
Trimo, Šimanovci (SRB)
Mineral wool Insulated panels
Mäntsälä (FIN)
PIR insulation boards
Consolidated net sales Insulation
in million EUR
2019 2020 2021
247.2
249.2
390.6
Recticel annual report 2021 32
1.2.2 Recticel Engineered Foams
The key to the success of PU foams is their seemingly endless versatility. They can
be tailored to almost any application and we are continually innovating to optimise
our product range in line with new demands and ideas. Many everyday goods would
be unimaginable without the unique benefits of PU foam, which include silencing,
sealing, filtering, carrying, protecting, supporting and comforting attributes. Recticel
Engineered Foams offers wide-ranging expertise, foams and systems, spanning
industrial, automotive and comfort applications.
The Engineered Foams business line was founded on 31 March 2021, following
the merger of FoamPartner, the Swiss-based global provider of high added-value
technical foams and the Recticel Flexible Foams business line. This resulted in a
unique global manufacturing footprint with comprehensive foaming and converting
technologies.
On 16 May 2021, Greiner AG launched a conditional voluntary public takeover bid on
Recticel. This forced the Recticel management to review its strategic intent in the
interest of all its stakeholders, including employees, customers and shareholders.
To defend against the unsolicited offer, a Special Shareholders Meeting on 6 December
2021 approved the sale of the Engineered Foams business line to the US company
Carpenter Co.. This transaction is expected to be closed around mid-2022.
7 fields of expertise
CARRYING
COMFORTING
FILTERING
PROTECTING
SEALING
SILENCING
SUPPORTING
14 converting (only) sites
16 foaming & converting sites
Consolidated net sales Engineered Foams
in million EUR
2019 2020 2021
361.1
(restated)
318.5
(restated)
583.6
Recticel annual report 2021 33
1.2.3 Recticel Bedding
As part of the strategic transformation process, the Bedding business line was
identified as a non-core activity. In February 2021, the Group announced its intention
to launch a divestment process for the Bedding business line while pursuing further
external growth opportunities.
The Bedding business line develops and produces consumer-ready mattresses,
slat bases and box springs, primarily marketed under popular brand names such as
Beka
®
, Lattoﬂex
®
, Literie Bultex
®
, Schlaraffia
®
, Sembella
®
, Superba
®
and Swissﬂex
®
,
as well as ingredient brands including GELTEX inside
®
and Bultex
®
.
On 31 March 2022, Recticel completed the sale of its Bedding activities to Aquinos
Group. The Aquinos Group, founded in 1985, is privately owned and headquartered
in Sinde-Tábua (Portugal). It is one of the largest producers of furniture upholstery
and mattresses in Europe with, post-merger, more than 5,100 employees, production
sites in seven countries and revenue of €670 m.
The Bedding sale is accounted for in discontinued operations as per IFRS 5 in the
2021 financial reporting.
Recticel annual report 2021 34
1.3 2021 ESG
approach: innovation
for a better world
To truly make a difference, we are dedicated
to daily improvement in every aspect of our
environmental, social and governance (ESG)
performance. This means continually evaluating
our progress in relation to both financial
and non-financial criteria. The Sustainable
Innovation Plan and People Priority Plan that
were updated in 2021 are the pillars of our
ESG approach and contain solid objectives for
2025.
We are profoundly committed to the digital
transformation as a way of unifying our
business, enabling new ways of working and
sustaining our future. Our ambition is to be
an exemplary employer, attracting and caring
for a diverse and highly skilled workforce.
This includes raising safety standards and
awareness wherever we operate. We protect
and enhance our business through continuous
education for our people on topics ranging
from business ethics, competition law, data
protection to cybersecurity and many more.
Lastly, we seek to earn and fully deserve
the trust of our stakeholders by continually
raising the bar with transparent objectives. We
constantly strive to pursue better ESG ratings
to demonstrate our commitment.
Recticel annual report 2021 35
1.3.1 Our sustainability strategy
Since 2013, sustainability has been a key driver of our Group strategy. Sustainability shapes our
portfolio development and our innovation priorities and, as a result, it nourishes our long-term
competitiveness. The long-term needs and challenges for our sectors and our society, such as
climate change, are our compass. Innovation and people are key in achieving our sustainability
goals.
Sustainability is considered along our entire value chain, from raw material sourcing to product
manufacturing, consumption and end-of-life. We take responsibility for our own in-company
activities and for those within our sphere of inﬂuence, upstream as well as downstream.
Working closely with our stakeholders, we defined the six most important material
aspects for Recticel with the biggest potential to turn sustainability into a keener
competitive edge. These aspects form the basis of the two pillars supporting our
sustainability strategy: our Sustainable Innovation Plan and People Priority Plan.
RAW
MATERIALS
CUSTOMER
END-OF-LIFE
PREPARING
PROCESSING
ASSEMBLING
DISTRIBUTION
• An inspiring and rewarding
place to work
• Transition to a circular economy
• Sustainable partnerships
• Climate Action Plan
• Innovation for societal needs
• Lower HS&E impact of our
activities and products
SPHERE OF INFLUENCE
Sustainable
partnerships
Lower HS&E impact
of our activities & products
An inspiring and
rewarding place to work
SUSTAINABLE INNOVATION PLAN
PEOPLE PRIORITY PLAN
Climate Action
Plan
Transition to a
circular economy
Innovation for
societal needs
Recticel annual report 2021 36
1.3.2 Sustainable Innovation Plan
All our innovations are driven by societal needs. Knowing that sustainability adds
value and drives success for all stakeholders, we innovate to support healthy,
sustainable lifestyles, reduce carbon emissions and use resources with the
utmost efficiency. Considering the entire value chain, Recticel is a climate-positive
company
1
, with a clear ambition to excel further on our sustainability roadmap.
We are implementing a Climate Action Plan to further reduce our carbon footprint
and increase the positive impact of our insulation activities. Our efforts focus on
responsible selection of raw materials, sustainable and more energy-efficient
processes and on increasing the sustainability of our products.
Recticel’s overriding sustainability ambition is to lead the transition to a circular
economy and a low-carbon society for our industry while promoting well-being by
offering innovative solutions to enhance comfort in daily life.
We support a sustainable economic model built on preservation of natural resources,
eco-design, responsible production and end-of-life solutions. Therefore, we aim
to lead the way in implementing new chemical recycling solutions for ﬂexible PU;
in supporting exploration of chemical recycling solutions for rigid foam; and in
mechanical recycling and reuse of ﬂexible PU waste as interim steps on our journey
to full circularity.
Together with our stakeholders, including customers, employees, suppliers, the
industry and knowledge institutes and universities, we are constantly exploring ways
to develop new lower-carbon (bio-based, renewable or recyclable) raw materials for
our polyurethane solutions. We investigate all options to efficiently eliminate waste
across our entire value chain and introduce eco-design products that are easy to
dismantle, recycle or reuse at the end-of-life phase.
SUSTAINABLE INNOVATION PLAN
Sustainability index
(% of active R&D projects
classified as sustainable
(scope: innovation pipeline
Sustainable Innovation
Department))
Number of R&D projects
ready to be brought to market
(scope: innovation pipeline
Sustainable Innovation
Department)
Tonnesof post-consumer
polyurethane foam
produced by Recticel
from recycled mattresses
Climate-Positive Multiple
(ratio between avoided
emissions and carbon footprint
scope 1, 2, 3)
1
Recticel carbon
footprint reduction
(scope 1, 2, 3 intonnesof
CO
2
equivalent)
2
Carbon intensity reduction
(ratio scope
1 and 2, intonnesof
CO
2
e/mioEUR revenue)
3
We reviewed our scoring methodology during the limited assurance process in 2020 as it was too strict for certain
sustainable projects to meet the criteria. The revised version was used to score our R&D projects over 2021. Still some
projects, fully focusing on circularity, did not meet the threshold values. This suggests that to for a project to be classified
as sustainable, the metrics of the Sustainability Index should be considered along other, qualitative factors. Compared to
the result over last year, we see an increase of 10% althought we did not achieve our target of 80%. We consider that the
choices of the projects are fully in line with our strategic intentions.
We introduced this new KPI in 2021 to measure our sustainable innovation performance. Using our sustainability index, our
stage gate process methodology and financial criteria, we consider a R&D project ready to be brought to market when it
has successfully completed all development and initial production requirements. As a result, we classified 5 R&D projects
as ready to go to market, which exceeds our target.
At this stage, we do not want to disclose specific details about all five projects. In general, we can say that some projects
are related to the replacement of fire retardants (more sustainable). In September 2021, our Engineered Foams business
line launched NIVA, a new range of TCPP-free foam for bedding and furniture. TCPP is a commonly used fire-retardant
currently under risk assessment by the European Chemicals Agency (ECHA) and might become restricted in its use.
Recticel proactively anticipated this by developing the NIVA range.
Other R&D projects focus on developing new fiber-bonded foam applications using post-consumer foam.
We expect that the positive impact due to the growth of the Insulation business will continue. In addition, we will
further implement all ongoing actions to reduce our carbon footprint. For 2030, we foresee that, without
a change of scope, we would increase our multiple from 51 to 75. After the closing of the divestments of Bedding
(expected Q1) and Engineered Foams (expected mid 2022), Recticel will become a pure-play Insulation company.
We estimate that the multiple will then triple to 150 of more by 2030.
No fundamental changes in carbon footprint reduction in 2021. We expect to see significant impact when more raw
materials with renewable or recycled content become available in larger quantities and when the recycling of post-
consumer foam will be more generally implemented.
We introduced this new KPI in 2021, a year in which we saw a steep price increase of all raw materials (chemical and
non-chemical) and of energy costs affecting our suppliers. Recticel has succeeded in factoring these costs into
the prices of its products, where necessary. A a result, with comparable sales volumes and energy consumption,
revenue increased leading to a 17% reduction in carbon intensity compared to the previous year.
We selected this KPI in 2015 to express our commitment to replacing post-industrial polyurethane (PU) foam
with post-consumer PU foam. We initially used a traditional bonded foam technology for products such as carpet
underlays. We subsequently succeeded in introducing a new fiber-bonded foam technology to transform post-
consumer PU foam into acoustic thermal insulation panels. As of 2021, we only consider post-consumer PU foam and
realise a 76% increase compared to 2020. In the course of 2022, we expect to switch to post-consumer PU foam in
our bonded foam technology, significantly increasing our volumes and bringing our 2025 target within reach.
1 Using appropriate method of calculation per type of product and using appropriate conversion factors calculated by a third party.
2 Expressed in tonnes of CO
2
equivalent compared to the 100% activity level in 2013 (scope: production sites).
The method of calculation is derived from the Cradle to Grave method. (2013 baseline, target in line with EU Green Deal target of -55% vs 1990).
3 Scope 1 defined as direct emissions from owned or operated resources (e.g. company facilities, company vehicles) and scope 2 as generation of purchased electricity,
steam, heating and cooling (GHG Protocol). Company car emissions are calculated based on data extrapolated from first quarter 2021 distance figures (in km). We applied
a correction factor of 50% due to Covid impact (teleworking).
INNOVATION FOR
SOCIETAL NEEDS
2021
2021
2021
2021
2021
2030
Target
2030
Target
2025
Target
2025
Target
2025
Target
TRANSITION TO A
CIRCULAR ECONOMY
CLIMATE ACTION
PLAN
MATERIAL ASPECT KPI RESULTS
COMMENTS
51
21%
17%
1,864
5
75
40%
25%
5,000
2021
2025
Target
68%
80%
≥3
1
Our thermal insulation solutions for building renovations and
new constructions contribute to a low-carbon society. In 2021, CO
2
emissions avoided by these insulation solutions offset more than
51 times the carbon footprint of all Recticel activities combined
Recticel annual report 2021 37
1.3.3 People Priority Plan
People are central to our Sustainability Strategy. We passionately believe that, to
create a better society, we must act together and share knowledge, expertise and
technology. This means maintaining the highest standards and principles on human
rights, labour, the environment and anti-corruption. We maintain strong partnerships
across our industry and beyond and support social projects relating to our strategy.
We constantly seek to reduce the HS&E impact of our activities and products and
are committed to workplace and product safety. As an employer, we strive to create
an inspiring and rewarding place to work. We build our community on inclusiveness
and respect, believing that diversity improves the quality of decision making and
overall performance.
PEOPLE PRIORITY PLAN
Gender diversity in
senior management
6
%employee participation in
e-learning including Legal,
Cybersecurity, Safety, as well
as expanding new offerings
based on specific needs
detected during the annual
Employee Performance
Management Discussion
(EPMD)
6
Frequency2
(Lost Time Accidents +
Restricted Work Cases +
MedicalTreatment Cases
representingthe average
on Group level for all our
plants and offices)
5
Frequency1
(Lost Time Accidents
representingthe average
on Group level for all our
plants and offices)
4
In 2021, we introduced company-wide a behaviour-based safety approach, already successfully
implemented in our Insulation business line. The result for 2021 is disappointing and does not
reﬂect the determination with which the teams are bringing safety to everyone’s attention.
We continue to work on our Golden Safety Rules & Principles to change safety awareness and
behaviour to achieve our target by 2025.
We introduced this new KPI in 2021 to further increase the number of women in senior
management positions across the Recticel organisation. Recticel strives to create a community
where everyone is included and respected, bringing people together for a better world. We believe
that a diverse team in terms of gender, nationality and professional experience improves the
quality of decision making, and ultimately improves overall performance. The result of 2021 is the
starting point for the path that should lead us to enhanced gender equality by 2030.
We introduced this new KPI in 2021 as part of our overall safety approach to change people’s
behaviour by adding to our lagging KPI (Frequency 1, Lost Time Accidents) also a leading KPI
(Frequency 2). Reporting on restricted work cases and medical treatment (Frequency 2) allows us
to identify unsafe situations or behaviours, carry out a root cause analysis and take appropriate
action to prevent future accidents. Although the 2021 figures do not reﬂect this yet, this approach
will help us to meet the targets by 2025.
In 2021, we only report on the e-learnings that are mandatory for office employees due to the
importance of the topics covered. In a next phase, we will extend this to the Safety programme
and new development offerings.
The mandatory Legal programme comprises three modules: Data Protection; Ethics Policy;
and Basics of Contract Law. Data Protection and Ethics Policy were launched in 2018, Basics of
Contract Law in 2019. Ethics Policy was repeated in 2020. New office employees have to complete
the three modules within two months after they join the company. For each module, the status
‘completed’ is only achieved if the office employee obtains a test result of minimum 80%.
The mandatory cybersecurity programme was launched in 2018. It was updated in 2020.
In 2021, the mandatory cybersecurity programme was delivered through a new series of quarterly
microlearnings on password security, phishing, social engineering, and working remotely.
Participants only pass a course with a minimum score of 70% on the final test. After each
microlearning, a fake phishing mail was sent to the participants’ mailbox in order to test their
reaction. The results were shared within the organisation to continue emphasising the importance
of acting cybersafe at all times. New office employees have to complete the basic cybersecurity
modules within a week after they join the company.
4 Number of LTAs x 1,000,000 / number of hours performed.
5 Number of LTAs + RWS + MTC x 1,000,000 / number of hours performed.
6 The results include FoamPartner employees (since 31 March 2021 integrated in the Engineered Foams division).
AN INSPIRING AND
REWARDING PLACE
TO WORK
LOWER HS&E IMPACT
OF OUR ACTIVITIES
AND PRODUCTS
MATERIAL ASPECT KPI
COMMENTS
2021
2021
2021
2021
2021
2025
Target
2025
Target
2030
Target
Legal programme:
Cybersecurity programme:
RESULTS
6,41
10,4
18%
Data protection: 94%
Ethics policy: 94%
Basics of contract law: 94%
DIGIWIZZ: 96%
≤ 2
≤ 5
25%
Recticel annual report 2021 38
1.3.4 Digitalisation
HR4U
Due to the increasing complexity of business processes and projects, we
implemented a cloud-based HR4U tool that allows us to manage our HR processes
and data in a uniform and streamlined way throughout all the countries and locations
where Recticel operates. The transition to HR4U is a significant driver of further
business integration and enhances the leverage of our employer branding and
attractiveness.
In 2020 two modules were introduced: Employee Central, which is the heart of the
HR system and the basis for all the company’s HR processes, and Compensation
Management, which contains all functionalities related to the management of
employee remuneration. The implementation of these two modules allowed us
to run the ASR (Annual Salary Review) cycle for all white-collar employees in the
new system. At the end of 2021 we went live with the Performance Management
module. This module allows us to run the performance appraisals for all white-collar
workers in the same system. HR4U aims to make approval ﬂows and administration
checks easier for managers and HR.
Once all the modules are implemented, HR4U will be a key element of the user-
friendly digital workplace we are building. It will optimise our recruiting, onboarding,
and compensation processes while giving employees a better view of their career
path and performance.
New ways of working
Triggered by the first COVID-19 lockdown in 2020, the Recticel Management
Committee launched a workgroup to reﬂect upon New Ways of Working at Recticel.
As an outcome, a new set of principles was agreed, providing guidance to Recticel
employees and line managers in all countries and locations when working from
home. The aim is to provide employees with more ﬂexibility in organising their
work to the benefit of the employee and the employer, considering every aspect
of ‘people, planet and profit’.
The guiding idea is that all employees should have the same opportunity to work
part-time from home, if their job allows it, and within the limits of the local Country
legislation. These Group principles have been converted into Country-specific
‘Homework Policies’. This important step is made possible by the introduction of
new digital communication tools, enabling a more collaborative, agile and remote
way of working.
Compensation
Management
Personnel
Administration
Performance
& Goals
Bonus
Management
2020 2021 2022
ONEDRIVE
TEAMS FOLDERS
(Teams / OneDrive)
DIGITAL WORKPLACE
(Teams)
KNOWLEDGE PORTAL
(SharePoint)
TOOLS LIBRARY
NEWS &
ANNOUNCEMENTS
APPLICATIONS
KNOWLEDGE
COLLABORATION
PERSONAL
Recticel annual report 2021 39
1.3.5 Training and Development 1.3.6 We never compromise
on safety
Recticel puts great emphasis on attracting, onboarding and developing skilled
employees. In 2021, the regular employee performance management discussions
(EPMD) with our ca. 1,500 white-collar employees were carried out online and
supported by HR4U. These discussions are essential to enhance the reward,
retention, succession and career planning processes.
In 2020 we saw a suspension of all ‘on-site’ training modules planned under the
Recticel University (RECUN) due to the impact of COVID-19. However, in 2021 we
worked on a new RECUN programme consisting of online classes where participants
meet and interact in a virtual classroom environment. The learning focus for 2021
was Change Management and Project Management. The virtual classroom training
environment is complemented by peer learning, where employees can engage in a
learning community.
Complementary to the RECUN programme, we are consistently increasing our
e-learning offering with the aim of reaching all white-collar employees. In 2021
all white-collar employees were given access to a broad catalogue of e-learning
materials that allow them to train and develop themselves in a self-paced way on
topics identified during the EPMD processes.
Legal e-learning and training sessions
For many years, Recticel has endeavoured to reach a higher level of integrity and
compliance within its organisation. Three legal e-learning modules were made
compulsory for all white-collar employees. They deliver the necessary knowledge
on the Recticel Ethics Policy, Data Protection procedure, and the basics of Contract
Law. In 2021 we launched a new procurement e-learning module that provides an
overview of Recticel purchasing policy and processes.
This e-learning offering is complemented by a wide range of legal and compliance
e-learning modules, as well as legal online and classroom training sessions. The legal
e-learning modules are very interactive and appealing. Today, employees can do self-
paced e-learning courses on a variety of legal subjects such as Intellectual Property,
Group Bribery Policy, Product Liability, and EU Competition Law Compliance.
We continue to raise awareness on safety. It is embedded in our Core Value of acting
with respect and integrity. Through our global Simply Safe initiative, we introduced
a clear framework of Golden Safety Principles and Golden Safety Rules. Our ‘Stop!
Think! Act!’ mantra reminds everyone that we should all try to change our habits to
guarantee a safe working environment. Whenever we notice a hazard, or whenever
we start a new task, we should stop, think and then act.
Since 2018, we have been holding an annual Recticel Global Safety Day. It relays
the important message that safety is everyone’s responsibility. In 2021, during the
COVID-19 pandemic, we organised a Safety Day at every Recticel site to kick off a
fresh new safety campaign. Under the overall theme ‘It’s MY choice’, the campaign
drives home the message of individual responsibility and understanding that minor
changes can transform our safety performance.
“It’s my choice
to do a start-work
risk assessment
in every new
situation.”
David Lucas
Team Leader, Belgium
“It’s my choice to
stay behind the
safety fences.”
Zineb Khchyeb
Converting Operator, Morocco
“It’s my choice
to keep my
distance from
loaded forklifts,
as the load could
fall and injure me.”
Onet Ionut
Shift Leader, Romania
“It’s my choice
to use earplugs
during my entire
work shift to
prevent irreversible
hearing loss.”
Elżbieta Kucharek
Supervisor Sewing Department, Poland
“It’s my choice
to pay attention
to my own safety
and that of my
colleagues.”
Michael De Zaeger
Operator Mattress Department, Belgium
“It’s my choice to
remove the lm
from the oor
immediately after
unpacking goods
to avoid slipping
accidents.”
Ilona Kreuzmann
Operator Production Department, Germany
Recticel annual report 2021 40
1.3.7 Cybersecurity
The impact of cybersecurity breaches can be huge both in terms of financial loss
and reputational damage. Enhancing cybersecurity, raising awareness amongst
our employees and robust planning and communication in the aftermath of a
cybersecurity attack therefore remain high on our agenda.
We set up a Cyber Security Committee (CSC) which is a multidisciplinary body
responsible for cybersecurity incident response and recovery. In the event of a
cybersecurity beach, the CSC will activate the Cyber Incident Response Team (CIRT)
to provide the first response in order to contain a cybersecurity incident or stop a
cyberattack.
Via a dedicated training programme and specific alert messages, we help our
employees to remain cautious. We implemented an e-learning module to prevent
cybersecurity breaches, covering phishing, malware, safe web browsing and working
from home. The modules combined short videos with assessments to test employee
understanding of these four topics.
In 2021, specific e-learning was released on password security, phishing, social
engineering and working remotely. This was supplemented with unannounced
tests where users received fake ‘phishing’ emails. These tests allow employees
to consciously improve their awareness regarding cyberattack techniques, and to
recognise and report them efficiently.
Stay safe online
DIGIWIZZ
It’s time to explore, learn and
become cyber-secure!
Go to DIGIWIZZ on RICK
poster_digiwizz_A1_2018_0720.indd 1 25/07/18 07:09
DIGIWIZZ
Think before you click
Go to DIGIWIZZ on RICK
It’s time to explore, learn and
become cyber-secure!
poster_digiwizz_A1_2018_0720.indd 2 25/07/18 07:09
Watch out for fake bait
Go to DIGIWIZZ on RICK
DIGIWIZZ
It’s time to explore, learn and
become cyber-secure!
poster_digiwizz_A1_2018_0720.indd 3 25/07/18 07:09
1.3.8 Pursuing ESG ratings
and transparency
Our ambition is to be a leader in our industry for climate change action and
an equitable society. For many years, Recticel has been committed to strong
performance on both financial and non-financial criteria. Transparency on objectives
and performance is key to earning and retaining the trust and support of stakeholders
interested in companies with solid environmental, social and governance (ESG)
commitments and scores.
Environmental criteria determine how the company performs as a steward of the
planet. Social criteria define how it manages relationships with employees, suppliers,
customers and the communities where it operates. Governance criteria are a set of
rules, best practices and processes that determine how the organisation is managed
and controlled. ESG ratings measure our performance, providing transparency and
clarity to our stakeholders as well as identifying the areas where we can continue to
improve.
For the latest update on our ESG ratings, consult
https://www.recticel.com/sustainability-innovation/esg-performance/our-esg-ratings
Recticel annual report 2021 41
MSCI
The MSCI ESG rating provides institutional investors with a more robust ESG integration
tool designed to support ESG risk mitigation and long term value creation. MSCI ESG
Ratings uses a rules-based methodology designed to measure a company’s resilience to
long-term, industry material environmental, social and governance (ESG) risks.
In 2021, MSCI upgraded our rating from ‘A’ to ‘AA’ (on a scale from AAA to CCC), ranking
us in the top 6% of the MSCI Commodities Chemicals universe (September 2021).
In its assessment, MSCI particularly highlights:
• Our robust carbon mitigation plan with an
aggressive target to carbon footprint reduction.
• Recticel’s fully independent formal policy on bribery
and corruption overseen at executive level.
CCC B BB BBB A AA AAA
CDP
CDP is a global non-profit that runs the world’s leading environmental disclosure platform.
The organisation drives companies and governments to reduce their greenhouse gas
emissions, safeguard water resources and protect forests. More than 13,000 companies
with over 64% of global market capitalisation disclosed environmental data through
CDP in 2021. Recticel participated for the first time in 2021 and was awarded a B (on a
scale from A to D-) for climate change disclosure. This positions us among the 33% of
companies worldwide that have a B score or higher.
CDP particularly recognises the fact that Recticel
is leading within its industry on:
• Emission reduction initiatives
• Governance
DISCLOSURE INSIGHT ACTION
D- D C- C B- B A- A
Sustainalytics
The Sustainalytics ESG Risk Ratings measure a company’s exposure to industry-
specific material ESG risks and how well a company is managing those risks.
This multi-dimensional way of measuring ESG risk combines the concepts of
management and exposure to arrive at an absolute assessment of ESG risk.
Sustainalytics identifies five categories of ESG risk severity that could impact a
company’s enterprise value.
Based on a limited Core Framework analysis, Sustainalytics ranked Recticel as
‘Medium’ within the Commodity Chemicals universe (19 October 2021).
EcoVadis
On 6 January 2022, we received a bronze medal from EcoVadis for our sustainability
efforts in the ‘Manufacture of plastic products’ category. This ranks Recticel in the
top 50% of companies rated by EcoVadis.
EcoVadis is one of the world’s largest provider of business sustainability ratings, with
more than 90,000+ rated companies.
Their assessment covers how well a company has integrated sustainability in its
business and management system with regard to environment, labour & human
rights, ethics and sustainable procurement.
27.8AA
B
SEVERE HIGH MEDIUM LOW NEGLIGIBLE
INSUFFICIENT PARTIAL MODERATE ADVANCED OUTSTANDING
Recticel annual report 2021 42
1.3.9 2021 Board of Directors & Management Committee
Board of Directors
On 31 December 2021, the Board consisted of 1 executive director, 2 non-executive
directors and 6 independent directors. Johnny Thijs is Chairman of the Board and
Olivier Chapelle is Managing Director.
From left to right
Benoit Deckers / Kurt Pierloot / Elisa Vlerick / Olivier Chapelle (Managing Director) / Johnny Thijs (Chairman) / Ingrid Merckx / Luc Missorten / Carla Sinanian / Frédéric Van Gansberghe
Recticel annual report 2021 43
Management Committee
The Board of Directors has entrusted the day-to-day management of Recticel to its
Managing Director and Chief Executive Officer, who is assisted by the Management
Committee.
From left to right
François Desné, Group General Manager Engineered Foams / Dirk Verbruggen, Chief Financial & Legal Officer (Chief Financial Officer as of 01.09.2021) / Ralf Becker, Group General Manager Insulation
Jean-Pierre De Kesel, Chief Sustainable Innovation Officer (retired on 31.03.2022) / Olivier Chapelle, Chief Executive Officer / François Petit, Chief Procurement Officer (retired on 31.03.2022)
Jean-Pierre Mellen, Chief Financial Officer (retired on 31.08.2021) / Betty Bogaert, Chief Information & Digitalisation Officer / Rob Nijskens, Chief Human Resources Officer
Recticel annual report 2021 44
2.
Management
report
Recticel annual report 2021 45
2.1
Report of
our Board
of Directors
Recticel annual report 2021 46
Recticel Annual Results 2021
• Net sales increase from EUR 616.9
million
1/2
to EUR 1,032.8 million (+67.4%),
of which +34.0% organic growth, +0.6%
currency effect and a +32.8% contribution
from FoamPartner
2
• Adjusted EBITDA: from EUR 44.4 million
1/2
to EUR 109.2 million (+145.9%)
• Result of the period (share of the Group):
from EUR 63.2 million to EUR 53.5 million
(-15.3%), including EUR 4.9 million result
from discontinued operations (2020: EUR
71.3 million)
• Net financial debt: EUR 147.8 million (30
September 2021: EUR 189.0 million)
• Proposal to pay a gross dividend of EUR
0.29 per share
OUTLOOK
Given the important scope changes expected in Recticel during
1H2022, with the closing of the Bedding and Engineered
Foams divestments, the variability linked to the timing of these
closings and the subsequent alignment of our organization
setup, the Group does not provide an outlook for the full year
at this stage. However, the business continues to develop well
in 2022 with top and bottom line growth, and as Recticel is
now becoming a pure Insulation player, we are working on an
accelerated growth plan in order to double the Insulation sales
by 2025.
Olivier Chapelle (CEO): “We are happy with the very positive
sales and profitability development in 2021, a year marked by
deep changes in our Company. Changes which were planned
and announced, such as the acquisition and integration of
FoamPartner and the divestment of the Bedding activities.
Changes which came as a consequence of the unsolicited
takeover bid by Greiner AG, such as the divestment of our newly
created Engineered Foams business segment.
The Insulation and Engineered Foams businesses performed
very well in a very volatile environment. The chemical raw
materials supply remains tight, and prices are showing little
signs of stabilisation. Transportation and labour costs are
increasing at an unprecedented rate, while the steep energy
cost inﬂation has a minor impact given the very low energy
intensity of our business. Our commercial teams continue to
adapt pricing where necessary. Moreover, lockdowns or mobility
restrictions in countries such as Germany, the Netherlands and
Austria, coupled with direct or indirect supply chain shortages
(microchips) have added further challenges to the business
environment. In that context, Recticel showed strong resilience
and generated solid profitability and free cash ﬂow.
The integration of FoamPartner in Engineered Foams is
continuing according to plan, and we confirm the targets
to close the Bedding divestment to Aquinos Group and the
Engineered Foams divestment to Carpenter Co. respectively
before the end of 1Q2022 and around mid-2022.
I am grateful and proud of all Recticel teams and employees,
who during this extremely busy year 2021, characterised by a
challenging business environment, big M&A projects, and an
unexpected takeover bid, have remained focussed, committed,
positive, and extremely professional. They have enabled Recticel
to generate this strong performance.”
1 As announced in the press release of 15 February 2022, the Bedding activities which are currently in the process of being divested to the Aquinos Group, have been accounted for as Discontinued Operations (IFRS 5).
The Bedding activities that will not be transferred to Aquinos Group are incorporated to the Engineered Foams segment. For comparison reasons, the formerly published 2020 and 2021 income statements and cash ﬂow statements have been restated accordingly.
2 FoamPartner is fully consolidated as of 01 April 2021.
Recticel annual report 2021 47
2.1.1 Consolidated Group results
in million EUR
FY2020 restated¹ FY2021 Δ%
Sales 616.9 1 032.8 67.4%
Gross profit 106.7 187.4 75.7%
as % of sales 17.3% 18.1%
Income from associates
1
0.7 0.4 -47.2%
Adjusted EBITDA 44.4 109.2 145.9%
as % of sales 7.2% 10.6%
EBITDA 38.3 89.7 134.4%
as % of sales 6.2% 8.7%
Adjusted operating profit (loss) 16.6 66.1 297.0%
as % of sales 2.7% 6.4%
Operating profit (loss) 9.1 46.5 411.0%
as % of sales 1.5% 4.5%
Financial result (3.6) (4.5) n.m.
income from other associates
3
(5.8) 0.5 n.m.
Impairment on other associates (5.5) 0.0 n.m.
Change in fair value of option structures 1.1 (7.3) n.m.
Income taxes (3.5) 14.3 n.m.
Result of the period of continuing operations (8.2) 49.5 n.m.
Result of discontinued operations 71.3 4.9 n.m.
Result of the period (share of the Group) 63.2 53.5 -15.3%
Result of the period (share of the Group) - base (per share, in EUR) 1.13 0.96 -15.6%
31 Dec 2020 31 Dec 2021 Δ%
Total Equity 334.8 391.3 16.9%
Net Financial Debt (incl. IFRS 16 - Leases)
2/4
4.6 147.8 n.m.
Gearing ratio (Net financial debt/Total Equity) 1.4% 37.8%
Leverage ratio (Net financial debt/EBITDA) 0.1 1.6
3 Income from associates = income from associates considered as being part of the Group’s core business are integrated in Operating profit (loss); i.e. Orsafoam.
Income from other associates = income from associates not considered as being part of the Group’s core business are not integrated in Operating profit (loss); i.e. Proseat and Ascorium (formerly Automotive Interiors).
4 Excluding the drawn amounts under non-recourse factoring programs: EUR 25.2 million per 31 December 2021 versus EUR 0.0 million per 31 December 2020 and EUR 45.2 million per 30 June 2021
The following changes in the scope of consolidation took place in 2021:
• Acquisition of Swiss-based FoamPartner Group. FoamPartner has been
fully integrated in the business line Engineered Foams as of 01 April
2021.
• Application of IFRS 5 to the Bedding activities in process of being sold
to Aquinos Group.
As the conditions to apply IFRS 5 have not been fully met with regard to
the Engineered Foams divestment to Carpenter - given the ongoing carve-
out and regulatory approval process -, this segment remains included in
the Group reporting as before.
Changes in the scope of consolidation in 2020:
• Partial divestment of the Ascorium (formerly Automotive Interiors)
activities at the end of June 2020, which are now operated through
TEMDA2, the 51/49% Admetos/Recticel joint venture.
• Disposal of the 50% participation in the Eurofoam group (Flexible
Foams) at the end of June 2020.
The results of the Automotive joint-ventures over 2021 are reported under
‘Income from other associates’.
Sales of chemical raw materials at cost to the Proseat and TEMDA2
companies are integrated under “Corporate/Eliminations”.
Recticel annual report 2021 48
Net Sales: EUR 1,032.8 million versus EUR 616.9 million
1/2
in 2020.
Breakdown of net sales by segment
in million EUR
FY2020
restated¹
1Q2021
restated¹
2Q2021
restated¹
3Q2020
restated¹
4Q2021 FY2021 Δ %
Engineered Foams 318.5 100.5 173.5 155.8 153.8 583.6 83.2%
Insulation 249.2 86.9 101.5 99.2 103.0 390.6 56.7%
Corporate / Eliminations 49.1 18.9 22.4 8.4 9.0 58.7 19.5%
TOTAL NET SALES 616.9 206.2 297.4 263.4 265.8 1 032.8 67.4%
in million EUR
restated¹ restated¹ 2021 versus 2020 restated
1Q2020 2Q2020 1H2020
1Q2021 2Q2021 1H2021
Δ 1Q Δ 2Q Δ 1H
Engineered Foams 85.7 57.8 143.5 100.5 173.5
273.9
17.3% 199.9% 90.9%
Insulation 60.7 52.0 112.7 86.9 101.5 188.4 43.1% 95.1% 67.1%
Corporate / Eliminations 15.3 5.8 21.1 18.9 22.4 41.3 23.4% 288.0% 95.9%
TOTAL NET SALES 161.7 115.6 277.3 206.2 297.4 503.6 27.6% 157.2% 81.6%
in million EUR
restated¹ restated¹ 2021 versus 2020 restated
3Q2020 4Q2020 2H2020
3Q2021
4Q2021 2H2021 Δ 3Q Δ 4Q Δ 2H
Engineered Foams 83.2 91.8 175.0
155.8
153.8
309.6
87.3% 67.5% 76.9%
Insulation 65.0 71.5 136.5 99.2 103.0 202.2 52.6% 44.0% 48.1%
Corporate / Eliminations 10.4 17.7 28.0 8.4 9.0 17.4 -18.9% -49.2% -38.0%
TOTAL NET SALES 158.5 181.0 339.6 263.4 265.8 529.2 66.1% 46.8% 55.8%
in million EUR
restated¹ restated¹ 2021 versus 2020 restated
1H2020 2H2020 FY2020
1H2021 2H2021 FY2021
Δ 1H Δ 2H Δ FY
Engineered Foams 143.5 175.0 318.5
273.9 309.6 583.6
90.9% 76.9% 83.2%
Insulation 112.7 136.5 249.2 188.4 202.2 390.6 67.1% 48.1% 56.7%
Corporate / Eliminations 21.1 28.0 49.1 41.3 17.4 58.7 95.9% -38.0% 19.5%
TOTAL NET SALES 277.3 339.6 616.9 503.6 529.2 1 032.8 81.6% 55.8% 67.4%
Both segments reported substantially higher comparable sales
during each quarter of 2021.
Fourth quarter 2021:
4Q2021 sales increased by 46.8% from EUR 181.0 million
1
to
EUR 265.8 million; of which +11.1% organic growth including
currency impact and +35.7% from FoamPartner sales (EUR
64.6 million).
Full-year 2021:
FY2021 sales increased by 67.4% from EUR 616.9 million
1/2
to
EUR 1,032.8 million; of which 34.0% organic growth, +0.6%
currency impact and +32.8% from FoamPartner (EUR 202.6 million
2
).
For both segments the sales growth has been driven by
supportive demand in most markets, in combination with price
increases mitigating the substantial impact of higher purchase
prices for chemical raw material and other components.
Recticel annual report 2021 49
Adjusted EBITDA: EUR 109.2 million versus EUR 44.4 million
1/2
in 2020.
Adjusted EBITDA margin of 10.6% versus 7.2%
1/2
in 2020.
Breakdown of the Adjusted EBITDA by segment
in million EUR
1H2020
restated¹
2H2020
restated¹
FY2020
restated¹
1H2021
restated¹
2H2021 FY2021 Δ 1H Δ 2H Δ FY
Engineered Foams 11.1 20.8 31.9 31.7 31.6 63.3 185.3% 52.0% 98.5%
Insulation 11.3 16.4 27.7 28.8 33.8 62.6 155.6% 105.8% 126.1%
Corporate (6.5) (8.6) (15.1) (7.8) (8.9) (16.6) 19.1% 2.9% 9.9%
TOTAL ADJUSTED EBITDA 15.9 28.5 44.4 52.8 56.4 109.2 232.2% 97.8% 145.9%
Adjusted operating profit (loss): EUR 66.1 million versus EUR 16.6 million
1/2
in 2020.
Adjusted operating profit (loss) margin of 6.4% versus 2.7%
1/2
in 2020.
Breakdown of the Adjusted operating profit (loss) by segment
in million EUR
1H2020
restated¹
2H2020
restated¹
FY2020
restated¹
1H2021
restated¹
2H2021 FY2021 Δ 1H Δ 2H Δ FY
Engineered Foams 3.9 13.4 17.3 18.8 14.1 33.0 385.6% 5.3% 90.5%
Insulation 5.9 11.2 17.1 23.4 28.2 51.6 295.2% 152.3% 201.7%
Corporate (7.7) (10.0) (17.8) (8.8) (9.7) (18.5) 14.1% -3.6% 4.1%
TOTAL ADJUSTED
OPERATING PROFIT (LOSS)
2.0 14.6 16.6 33.4 32.7 66.1 1528.9% 124.1% 297.0%
Adjustments to Operating profit (loss)
in million EUR
1H2020
restated¹
2H2020
restated¹
FY2020
restated¹
1H2021
restated¹
2H2021 FY2021
Restructuring charges and provisions (1.4) (0.6) (2.0)
(1.8) (1.0) (2.8)
Other (0.3) (4.9) (5.2) (6.9) (9.8) (16.7)
TOTAL IMPACT ON EBITDA (1.7) (5.5) (7.2) (8.7) (10.8) (19.5)
Impairments (2.1) (0.4) (2.4)
0.0 0.0 0.0
TOTAL IMPACT ON OPERATING PROFIT (LOSS) (3.8) (5.9) (9.7) (8.7) (10.8) (19.5)
Adjustments to Operating profit (loss) on continuing operations
in 2021 include mainly:
• Reorganisation charges in Engineered Foams in The
Netherlands, France, Germany and Switzerland (EUR -2.2
million) and at Corporate level (EUR -0.6 million).
• Other adjustments relate mainly to legal and advisory fees
(EUR -15.3 million) for (i) the acquisition of FoamPartner
(Engineered Foams), (ii) the preparation of the divestment
of the Bedding division, (iii) the dealings related to the
Greiner offer, (iv) the preparation of the divestment of
Engineered Foams to Carpenter, (v) a revaluation allowance
for investment property in Belgium (EUR +4.2 million) and
(vi) the realisation of a fair value adjustment on inventories
by application of IFRS 3 (reversal of inventory step up values
resulting from purchase price allocations (EUR -3.4 million).
The strong increase in Adjusted EBITDA generated by
Engineered Foams and Insulation results primarily from (i)
positive sales volumes in comparison to 2020, which was
heavily affected by the COVID-19 crisis, (ii) compensation of raw
material cost inﬂation by increased selling prices, (iii) further
efficiency and mix improvements, and (iv) the integration of
FoamPartner as from 01 April 2021.
Recticel annual report 2021 50
EBITDA: EUR 89.7 million versus EUR 38.3 million
1/2
in 2020.
EBITDA margin of 8.7% versus 6.2%
1/2
in 2020.
Breakdown of EBITDA by segment
in million EUR
1H2020
restated¹
2H2020
restated¹
FY2020
restated¹
1H2021
restated¹
2H2021 FY2021 Δ 1H Δ 2H Δ FY
Engineered Foams 10.3 20.4 30.7 24.9 30.6 55.5 141.5% 50.3% 81.0%
Insulation 11.2 16.3 27.5 28.7 33.7 62.4 156.4% 106.6% 126.9%
Corporate (6.3) (13.6) (19.9) (9.5) (18.6) (28.2) 51.1% 37.3% 41.7%
TOTAL EBITDA 15.2 23.1 38.3 44.1 45.6 89.7 190.1% 97.7% 134.4%
Operating profit (loss): EUR 46.5 million versus EUR 9.1 million
1/2
in 2020.
Operating profit (loss) margin of 4.5% versus 1.5%
1/2
in 2020.
Breakdown of Operating profit (loss) by segment
in million EUR
1H2020
restated¹
2H2020
restated¹
FY2020
restated¹
1H2021
restated¹
2H2021 FY2021 Δ 1H Δ 2H Δ FY
Engineered Foams 2.0 12.8 14.8 12.0 13.2 25.2 510.3% 2.5% 69.9%
Insulation 5.8 11.1 16.9 23.3 28.1 51.4 298.3% 153.6% 203.5%
Corporate (7.6) (15.0) (22.6) (10.6) (19.4) (30.1) 38.9% 29.8% 32.9%
TOTAL OPERATING PROFIT (LOSS) 0.2 9.0 9.1 24.7 21.9 46.5 15204.2% 143.9% 409.5%
Financial result: from EUR -3.6 million
1/2
to EUR -4.5
1/2
million:
Net interest charges: EUR -5.8 million versus EUR -2.5 million
1
in 2020.
‘Other net financial income and expenses’: EUR +1.2 million versus EUR -1.1 million
1
in 2020. This item comprises mainly interest
capitalisation costs under provisions for pension liabilities (EUR -0.1 million versus EUR -0.3 million1 in 2020) and exchange rate
differences (EUR+1.2 million versus EUR -1.4 million
1
in 2020).
Income from other associates: EUR +0.5 million (versus EUR -5.8 million in 2020) relates to the positive result of TEMDA2 (at
49%). As Recticel recognized an impairment loss of EUR -5.5 million at the end of 2020, as a result of which the investment in
Proseat was reduced to zero, the FY2021 income statement of Recticel was not impacted by the loss of Proseat.
Fair value of option structures: EUR -7.3 million (2020: EUR +1.1 million), results from an adjustment of the fair value of the put/
call structure on the Proseat participation to zero (EUR -4.9 million) and the recognition of an additional provision for a potential
negative strike price of the Proseat put/call option structure (EUR -2.5 million). The put/call structure on the remaining 49%
participation in Ascorium (formerly Automotive Interiors) has been maintained at a “zero” value, given the uncertainties over the
period until the earliest exercise date of the options, in 2024.
Income and deferred taxes: from EUR -3.5 million
1
to
EUR +14.3 million:
• Current income tax: EUR -8.8 million (2020: EUR -3.4
million
1
);
• Deferred tax: EUR +23.2 million (2020: EUR -0.1 million
1
).
The positive deferred tax impact results from the increased
profit expectations in Belgium (including the gains on the carve-
out of the Bedding and Engineered Foams activities), as well as
in France and Spain, where tax loss carry-forwards are available,
leading to the recognition of additional deferred tax assets.
Result of the period from continuing operations:
EUR +49.5 million
2
versus EUR -8.2 million
1/2
in 2020.
Result from discontinued operations: EUR +4.9 million
1
versus EUR +71.3 million in 2020
The result from discontinued operations represents the result
after taxes of the period of the Bedding activities sold to
Aquinos Group (EUR +3.5 million) and the result following the
settlements related to the divestment of the Ascorium (formerly
Automotive Interiors) activities (EUR +1.4 million).
As a reminder, the total result of discontinued operations in
2020 was composed of:
• the net gain related to the divestment of the 50%
participation in the Eurofoam group,
• the net loss realised on the sale of 49% of the Ascorium
(formerly Automotive Interiors) activities, and
• the pro rata share of the 2020 result of the period after taxes
of Eurofoam (50%) and Ascorium (formerly Automotive
Interiors) activities (100%)
• the net result related to the Bedding activities divested to
Aquinos for which 2020 was restated
Consolidated result of the period (share of the Group):
EUR +53.5 million versus EUR 63.2 million in 2020.
Recticel annual report 2021 51
2.1.2 Financial position
in million EUR
31 DEC 2020
31 MAR 2021 30 JUN 2021 30 SEP 2021
31 DEC 2021
TOTAL EQUITY 334.8 - 354.8 - 391.3
Net financial debt excluding factoring (47.9) 132.2 145.3 130.3 103.8
+ Lease debt (IFRS 16) 52.5 63.1 61.3 58.7 44.0
Net Financial Debt 4.6 195.3 206.6 189.0 147.8
+ Drawn amounts under factoring programs 0.0 43.3 45.2 41.4 25.2
TOTAL NET FINANCIAL DEBT 4.6 238.6 251.8 230.4 173.0
Gearing ratio (incl. IFRS 16) 1.4% - 58.2% - 37.8%
Leverage ratio (incl. IFRS 16) 0.1 - 2.6 - 1.6
The Group confirms that all
conditions under the financial
arrangements with its banks
are respected.
Recticel annual report 2021 52
2.1.3 Market segments
2.1.3.1 Engineered Foams
in million EUR
1H2020
restated¹
2H2020
restated¹
FY2020
restated¹
1H2021
restated¹
2H2021 FY2021 Δ 1H Δ 2H Δ FY
Sales 143.5 175.0 318.5 273.9 309.6 583.6 90.9% 76.9% 83.2%
Adjusted EBITDA 11.1 20.8 31.9 31.7 31.6 63.3 185.3% 52.0% 98.5%
as % of sales 7.7% 11.9% 10.0% 11.6% 10.2% 10.8%
EBITDA 10.3 20.4 30.7 24.9 30.6 55.5 141.5% 50.3% 81.0%
as % of sales 7.2% 11.6% 9.6% 9.1% 9.9% 9.5%
Adjusted operating profit (loss) 3.9 13.4 17.3 18.8 14.1 33.0 385.4% 5.4% 90.5%
as % of sales 2.7% 7.7% 5.4% 6.9% 4.6% 5.6%
Operating profit (loss) 2.0 12.8 14.8 12.0 13.2 25.2 510.3% 2.5% 69.9%
as % of sales 1.4% 7.3% 4.7% 4.4% 4.3% 4.3%
Sales
Fourth quarter 2021
The positive trend of 9M2021 continued in 4Q2021. Including FoamPartner (EUR 64.6 million) – which was consolidated as of
01 April 2021 – 4Q2021 sales amounted to EUR 153.8 million (+67.5%). Like-for-like
2
sales excluding the contribution from
FoamPartner, slightly decreased by 2.8%, from EUR 91.8 million
1
in 4Q2020 to EUR 89.2 million in 4Q2021.
Full-year 2021
Over 2021, including the contribution from FoamPartner (EUR 202.6 million), total sales increased by 83.2%
from EUR 318.5 million
1
to EUR 583.6 million, including a
+0.4% impact from exchange rate differences. Full-year like-
for-like
1
sales increased by 19.6%, from EUR 318.5 million
1
to EUR 381.0 million.
Apart from the FoamPartner integration as of 2Q21, the increase
in sales is attributable to a volume growth in combination
with higher selling prices, compensating for the steep surge
in chemical raw material prices which followed several force
majeure events and other supply issues in the upstream value
chain since September 2020.
Profitability
Despite the steep surge in material costs, higher volumes, a
good product-mix, the integration of FoamPartner and active
pricing management led to a like-for-like Adjusted EBITDA
margin improvement to 10.8% versus 10.0% in 2020.
EBITDA includes adjustments for EUR -7.8 million (2020: EUR
-1.2 million), mainly (i) EUR -2.2 million restructuring charges in
The Netherlands, France and at FoamPartner, (ii) EUR -2.8 million
costs and expenses for legal and advisory services relating to
the acquisition of FoamPartner, (iii) a EUR +0.8 million reversal of
provisions for claims and onerous contracts and (iv) a EUR -3.5
million reversal of inventory step up values resulting from the
purchase price allocation on the FoamPartner acquisition.
Recticel annual report 2021 53
2.1.3.2 Insulation
in million EUR
1H2020 2H2020 FY2020 1H2021 2H2021 FY2021
Δ 1H Δ 2H Δ FY
Sales 112.7 136.5 249.2 188.4 202.2 390.6 67.1% 48.1% 56.7%
Adjusted EBITDA 11.3 16.4 27.7 28.8 33.8 62.6 155.6% 105.8% 126.1%
as % of sales 10.0% 12.0% 11.1% 15.3% 16.7% 16.0%
EBITDA 11.2 16.3 27.5 28.7 33.7 62.4
156.4% 106.6% 126.9%
as % of sales 9.9% 11.9% 11.0% 15.3% 16.7% 16.0%
Adjusted operating profit (loss) 5.9 11.2 17.1 23.4 28.2 51.6
295.2%
152.3%
201.7%
as % of sales 5.2% 8.2% 6.9% 12.4% 14.0% 13.2%
Operating profit (loss) 5.8 11.1 16.9 23.3 28.1 51.4
298.3% 153.6% 203.5%
as % of sales 5.2% 8.1% 6.8% 12.4% 13.9% 13.2%
Sales
Fourth quarter 2021
The strong trend of 9M2021 (+61.8%) continued in 4Q2021.
Sales increased by 44.0% from EUR 71.5 million in 4Q2020
to EUR 103.0 million in 4Q2021. Volumes remained strong
and selling prices continued to slightly increase, compensating
for the higher chemical raw materials costs resulting from the
still tight supply chain. The plant in Finland further increased
its output. Volumes of VIP-products from the Slovenian joint
venture Turvac remain very supportive.
Full-year 2021
Over 2021 sales increased by 56.7% from EUR 249.2 million to
EUR 390.6 million, including a currency impact of +1.1%.
The sales increase results from a combined effect of (i) a
solid volume development and (ii) selling price increases
compensating for the steep surge in chemical raw material
prices (i.e. MDI). In addition, the plant in Finland increased its
output. Also the demand for high performance VIP insulation
materials for the transportation and storage of COVID-19
vaccines remained robust.
EC stimulus plans and green regulatory incentives will remain a
key volume driver in Europe in 2022 and beyond.
Profitability
Adjusted EBITDA margin of 16.0% versus 11.1% in 2020.
Despite the tight MDI supply, leading to increasing chemical
raw material prices over the year, profitability improved strongly
on the back of higher volumes, good pricing management and
the further ramp-up of the plant in Finland, which is expected to
break-even in 2022 on a full-year basis.
Recticel annual report 2021 54
2.1.4 Profit appropriation policy
The Annual General Meeting agrees on the appropriation of the
amounts available for distribution based on a proposal from the
Board of Directors.
The Board of Directors presented the following appropriation of
the results to the General Meeting:
in EUR
Group Recticel
Profit/(Loss) for the financial year 66,288,524.25
Profit/(Loss) brought forward from previous year + 52,132,613.10
Profit/(Loss) to be added to legal reserves - 2,532,517.81
Profit/(Loss) to be added to other reserves - 0.00
Result to be appropriated = 115,888,619.54
Gross dividend ¹ - 16,229,391.80
Profit to be carried forward = 99,659,227.74
¹ Gross dividend per share of EUR 0.29, resulting in a net dividend after tax of EUR
0.203 per ordinary share.
2.1.5 Dividend payment
Subject to approval of the profit appropriation by the General
Meeting of 31 May 2022, a dividend of EUR 0.29 gross will be
paid per ordinary share, or EUR 0.203 net (-30% withholding tax).
This dividend will be payable from 07 June 2022. KBC Bank acts
as paying agent.Payments for the registered shares will take
place via bank transfer to the shareholders’ bank accounts.
€ 0.35
0.29
0.26
0.240.24
0.22
0.18
0.14
€ 0.30
€ 0.25
€ 0.20
€ 0.15
€ 0.10
€ 0.05
€ 0.00
2016 2017 2018 2019 2020 2021
Gross divided per share
2022
DIVIDEND KEY DATA
Gross dividend per share EUR 0.29
Ex-coupon date 02 June 2022
Record date 03 June 2022
Dividend payment date 07 June 2022
When drawing up its proposal, the Board of Directors
strives for the ideal balance between ensuring a stable
dividend for shareholders and maintaining sufficient
investment and self-financing opportunities to secure the
company’s longer-term growth.
Recticel annual report 2021 55
2.2
Corporate
Governance
statement
Recticel annual report 2021 56
2.2.1 Applicable rules and reference code
Recticel publishes its Corporate Governance Charter on
its website (www.recticel.com) in accordance with the
requirements of the Belgian Corporate Governance Code 2020.
The latest version is dated 27 April 2020. Any interested party
can download the Charter there, or request a copy from the
company’s registered office. The Charter contains a detailed
description of the governance structure and the company’s
governance policy.
As of this year, Recticel uses the new Belgian Governance
Code of 2020 as reference code, which can be found on the
website of the Corporate Governance Committee (www.
corporategovernancecommittee.be).
Recticel complies with all recommendations contained in the
reference code, except for the cases where it is explicitly stated
in this statement below.
This chapter contains more factual information regarding
corporate governance in general and, the application of the
Belgian Corporate Governance Code 2020 (hereinafter also “the
Code”) during the last financial year in particular.
Recticel confirms its explicit choice for the monistic governance
structure under the Belgian Companies and Associations Code.
The Board of Directors is therefore authorized to undertake all
necessary or useful actions to achieve the company’s objective,
except those that only the general meeting is authorized to
perform by law. The authority granted to the Board of Directors
was not further limited in the articles of association.
The terms of reference of the Board of Directors are described
in more detail in Recticel’s Corporate Governance Charter.
2.2.2 Internal control and risk management
Every entity exists to create value for the stakeholders and
this forms the basis of risk management for every company.
The challenge that faces the Board of Directors and executive
management is in determining how much uncertainty they
wish to accept in their strive for creating value. The value is
maximized if the administration is successful in creating an
optimal balance between growth and turnover on the one hand
and the connected risks on the other.
Identifying and quantifying the risks and setting up and
maintaining an efficient control mechanism is the responsibility
of Recticel Group’s Board of Directors and executive
management.
The framework for internal control and risk management applied
by the Recticel Group is based on the COSO (Committee of
Sponsoring Organisations of the Treadway Commission) model
and is in line with the requirements imposed by the Belgian
Corporate Governance Code, taking into account the Recticel
Group’s size and specific needs.
Since mid-2010 the Board of Directors and the executive
management have reviewed the framework for internal control
and risk management and an amended Compliance programme
is implemented.
The basis is formed by the revised Code of Ethics, applicable
on all Recticel directors, corporate officers and employees, and
published on Recticel’s website:
(https://www.recticel.com/sites/default/files/who_we_are/
discover_the_recticel_group/business_ethics_integrity/01_
Ethics_policy_English.pdf).
Important matters like ethics, safety, health and environment,
quality, conﬂicts of interest, anti-trust, fraud and others are
being dealt with.
Corporate policies have been elaborated to cover these
principles that are further explained in the Business Control
Guide, which provides more concrete and detailed guidelines,
for instance guidelines on the level of Tax management,
Treasury management, Accounting policies, Investments,
Purchases, Mergers and Takeovers, and such. The internal
financial reporting and control occurs based on the Group
Accounting Manual, Group Accounting Methodology and Cost
Accounting Methodology.
This Business Control Guide includes the general delegation
of deciding powers and responsibilities for specific areas of
competence.
The Board of Directors and executive management regularly
reviews the most important risks that the Recticel Group is
exposed to and submits a list of priorities. A general description
of the risks can be found in the financial part of this annual report.
One of the objectives of the internal control and risk
management system is also to ensure a timely, complete and
accurate communication. To this end the Business Control
Guide and all other guidelines contain the necessary regulations
on roles and responsibilities. Also, the necessary attention is
given to ensuring the security and confidentiality of the data
exchange, if and when necessary.
In the event of violation of internal or external laws and
regulations, the Recticel Group has also implemented a Group
Recticel annual report 2021 57
Policy for the Reporting of Misconduct and the Protection of
Whistle-blowers to enable anyone to report on behaviour that
may represent a violation of the applicable Code of Conduct,
the Group Corporate Policies or any other laws and regulations.
Finally, the Audit committee, amongst others, has the task of
informing and advising the Board of Directors regarding the
annual follow up of the systems of internal control and risk
management.
The Internal Audit Department works based on an Internal Audit
Charter and has the primary function of delivering reports with
opinions and other information indicating to which extent the
internal audit meets predetermined criteria. The Internal Audit
aims at providing the reasonable assurance that the strategic,
operational, compliance and reporting objectives of the Recticel
Group can be realized in the most efficient way. To this end they
seek to ensure the following objectives:
• the reliability and integrity of the information;
• compliance with policies, plans, procedures, laws and
agreements;
• safeguarding of assets;
• economical and efficient use of resources;
• achieving the goals set by operations and programs
2.2.3 External audit
The external audit of Recticel SA/NV’s company and consolidated
annual accounts has been entrusted by the Annual General
Meeting of 2021 to the limited liability cooperative company
PWC Bedrijfsrevisoren, with registered office at Culliganlaan 5,
B-1831 Diegem, Belgium, represented by Mr Marc DAELMAN,
in order to exercise control over the financial years ended
December 31, 2021, 2022 and 2023.
The Auditor conducts its audits in accordance with the
International Standards on Auditing (ISA) and delivers a report,
which confirms if the company’s annual accounts and the
consolidated financial statements of the company reﬂect a true
and fair view of the assets, financial condition and results of
the company. The Audit committee investigates and discusses
these bi-annual reports in the presence of the Auditor, and
afterwards also with the Board of Directors.
The remuneration of PwC (in its capacity as Auditor) for the audit
of Recticel NV’s annual and consolidated annual accounts intended
in article 3:65 of the Belgian Companies and Associations Code,
amounted to EUR 1.037K for 2021.
The global amount of the remuneration for additional services of
the Statutory Auditor and parties related to the Statutory Auditor
amounts to 229 KEUR at the level of the Recticel Group.
The detail of these fees is included in the notes to VOL 6.18.2.
in the statutory annual accounts as well as in the notes in the
financial part of the consolidated annual report.
The annual fees of the statutory auditor amount to 356 KEUR,
including domestic expenses and excluding IBR contribution,
travel and accommodation expenses abroad and VAT.
Recticel annual report 2021 58
Name Function Type
Year of
birth
Start of
Mandate
End of
Mandate
Primary Function outside of Recticel
Membership
Committee
Johnny THIJS¹ Chairman Independent 1952 2015 2022
President Electrabel, Hospital Logistics /
Director Essers
AC / RC
Olivier CHAPELLE² Managing Director Executive 1964 2009 2022 Director Cofinimmo MC
Ingrid MERCKX³ Director Independent 1966 2012 2022
Independent Consultant for IMRADA BV
and RODINA NV
AC
Luc MISSORTEN
4
Director Independent 1955 2015 2024
Director of GIMV, Director of Scandinavian
Tobacco Group
AC / RC
Kurt PIERLOOT
5
Director Independent 1972 2015 2024 CEO Bleckmann RC
Elisa VLERICK
6
Director Independent 1986 2019 2022
Partner at 9.5 Ventures VC fund, Executive
director Vlerick Group.
Filip BALCAEN
7
Director Non-executive 1960 9/3/22 2025 Executive Chairman of Baltisse NV
1 in his capacity as Permanent Representative of THIJS JOHNNY BV
2 in his capacity as Permanent Representative of OLIVIER CHAPELLE SRL
3 in her capacity as Permanent Representative of IMRADA BV
4 in his capacity as Permanent Representative of LUBIS BV
5 in his capacity as Permanent Representative of CARPE VALOREM BV
6 in her capacity as Permanent Representative of MOROXCO BV
7 from 9/3/2022 in his capacity as Permanent Representative of BALTISSE BV
AC = Audit Committee
RC = Remuneration & Nomination Committee
MC = Management Committee
2.2.4 Composition of the Board of Directors
Recticel’s Board of Directors currently consists of seven
members. There are seven non-executive directors, five of which
are independent. OLIVIER CHAPELLE SRL/BV, represented
by Mr. Olivier CHAPELLE, Managing Director, is the executive
director.
The Managing Director represents the management and one
director represent the reference shareholder.
With reference to the obligation to have at least 1/3 of the
members of the Board of Directors of the opposite gender
as provided by article 7:86 of the Belgian Companies’ and
Associations Code, the Board of Directors reviewed different
options during the last years in order to increase the number of
female members. At present, two out of the seven directors are
women. As a result, the obligation of article 7:86 of the Belgian
Companies’ and Associations Code is complied with.
The following table provides an overview of the current
members of Recticel's Board of Directors.
Member of the Board of Directors of Recticel who resigned before the end of their mandate
• Carla SINANIAN, Independent Director, from 2020 till 12/1/2022
• Benoit DECKERS
1
, Non-executive, from 2015 till 23/2/2022, Member of the Audit Committee
• Frédéric VAN GANSBERGHE
2
, Non-executive, from 2014 till 23/2/2022, Member of the Remuneration & Nomination Committee
1 in his capacity as Permanent Representative of COMPAGNIE DU BOIS SAUVAGES SERVICES SA
2 in his capacity as Permanent Representative of COMPAGNIE DU BOIS SAUVAGE NV
Recticel annual report 2021 59
Amendments since the previous annual report –
statutory appointments – presentation of new directors
As proposed by the Board of Directors and based upon the
recommendation made by the Remuneration and Nomination
committee, the following has been decided during the Ordinary
General Meeting dated 25 May 2021:
• Renewal of the mandate of THIJS JOHNNY BV, permanently
represented by Mr. Johnny THIJS, as non-executive and
independent director for a new term of one year ending after
the Ordinary General Meeting of 2022.
• Renewal of the mandate of COMPAGNIE DU BOIS SAUVAGE
SERVICES NV, permanently represented by Mr. Benoit
DECKERS, as a non-executive director for a new term of three
years ending after the Ordinary General Meeting of 2024.
• Renewal of the mandate of COMPAGNIE DU BOIS
SAUVAGE SA, permanently represented by Mr. Frédéric VAN
GANSBERGHE, as non-executive director for a new term of
three years ending after the Ordinary General Meeting of 2024.
• Renewal of the mandate of LUBIS BV, permanently
represented by Mr. Luc MISSORTEN, as non-executive and
independent director for a new term of three years ending
after the Ordinary General Meeting of 2024.
• Renewal of the mandate of CARPE VALOREM BV,
permanently represented by Mr. Kurt PIERLOOT, as non-
executive and independent director for a new term of three
years ending after the Ordinary General Meeting of 2024.
• Confirmation as independent director of THIJS JOHNNY BV,
permanently represented by Mr. Johnny THIJS within the
meaning of article 7:87 of the Companies and Associations
Code. Both Mr. Johnny THIJS and THIJS JOHNNY BV meet
all criteria as stated in article 7:87 of the Companies and
Associations Code (as further elaborated in the field of
functional, family and financial criteria as provided by principle
3.5. Of the Corporate Governance Code 2020).
• Confirmation as independent director of LUBIS BV,
permanently represented by Mr. Luc MISSORTEN within the
meaning of article 7:87 of the Companies and Associations
Code. Both Mr. Luc MISSORTEN and LUBIS BV meet all
the criteria as stated in article 7:87 of the Companies and
Associations Code (as further elaborated in the field of
functional, family and financial criteria as provided for by
principle 3.5. Of Corporate Governance Code 2020).
• Confirmation as independent director of CARPE VALOREM
BV, permanently represented by Mr. Kurt PIERLOOT, within
the meaning of article 7:87 of the Companies and Associations
Code. Both Mr. Kurt PIERLOOT and CARPE VALOREM BV
meet all the criteria as stated in article 7:87 of the Companies
and Associations Code (as further elaborated in the field
of functional, family and financial criteria as provided for by
principle 3.5. Of the Corporate Governance Code 2020).
• Acknowledgment and acceptance of the resignation of the
Statutory Auditor DELOITTE Bedrijfsrevisoren, received
by letter dated January 15, 2021 and based on the legal
limitation of the number of years during which the same
auditor can act pursuant to Article 41 of the EU Regulation
No. 537/2014.
• Appointment as statutory auditor, on proposal of the audit
committee, for a period of three years ending after the
Ordinary General Meeting of 2024, of the civil company in
the form of a cooperative company with limited liability “PWC
Bedrijfsrevisoren”, with registered office at Woluwe Garden,
Woluwedal, 18, B-1932 Sint-Stevens-Woluwe”, represented
by Mr Marc DAELMAN, in order to audit the financial years
ended December 31, 2021, 2022 and 2023.
The annual fees of the statutory auditor amount to EUR 356,065,
including domestic expenses and excluding IBR contribution,
travel and accommodation expenses abroad and VAT.
Upon advice of the Remuneration & Nomination Committee,
the Board of Directors proposes at the Ordinary General
Meeting of 31 May 2022 to approve the following:
• Renewal of the mandate of THIJS JOHNNY BV, permanently
represented by Mr. Johnny THIJS, as non-executive and
independent director for a new term of one year ending after
the Ordinary General Meeting of 2023.
• Renewal of the mandate of OLIVIER CHAPELLE BV,
permanently represented by Mr. Olivier CHAPELLE as
executive director for a new term of three year ending after
the Ordinary General Meeting of 2025.
• Renewal of the mandate of MOROXCO BV, permanently
represented by Ms Elisa VLERICK, as non-executive and
independent director for a new term of three year ending
after the Ordinary General Meeting of 2025.
• Renewal of the mandate of IMRADA BV, permanently
represented by Ms Ingrid MERCKX, as non-executive and
independent director for a new term of three year ending
after the Ordinary General Meeting of 2025.
• Acceptation of the resignation of Ms Carla SINANIAN as non-
executive and independent director, with effect on 12 January
2022. It was decided not to replace her.
• Acceptation of the resignation of COMPAGNIE DU BOIS
SAUVAGE S.A., permanently represented by Mr. Frédéric VAN
GANSBERGHE, as non-executive director, with effect on 23
February 2022. In accordance with article 18 of the articles
of association, COMPAGNIE DU BOIS SAUVAGE NV will be
replaced by BALTISSE NV, permanently represented by Filip
BALCAEN, as from March 9, 2022.
• Acceptation of the resignation of COMPAGNIE DU BOIS
SAUVAGE SERVICES S.A., permanently represented by Mr.
Benoit DECKERS, as non-executive director, with effect on 23
February 2022. It was decided not to replace it.
• Confirmation of the appointment of BALTISSE NV,
permanently represented by Mr. Filip BALCAEN as non-
executive director for a term of three year ending after the
Ordinary General Meeting of 2025.
• Confirmation as independent director of THIJS JOHNNY BV,
permanently represented by Mr. Johnny THIJS within the
meaning of article 7:87 of the Companies and Associations
Code. Both Mr. Johnny THIJS and THIJS JOHNNY BV meet
all criteria as stated in article 7:87 of the Companies and
Associations Code (as further elaborated in the field of
functional, family and financial criteria as provided by principle
3.5. Of the Corporate Governance Code 2020).
• Confirmation as independent director of MOROXCO BV,
permanently represented by Ms. Elisa VLERICK within the
meaning of article 7:87 of the Companies and Associations
Code. Both Ms. Elisa VLERICK and MOROXCO BV meet
all the criteria as stated in article 7:87 of the Companies
and Associations Code (as further elaborated in the field
Recticel annual report 2021 60
of functional, family and financial criteria as provided for by
principle 3.5. Of Corporate Governance Code 2020).
• Confirmation as independent director of IMRADA BV,
permanently represented by Ms. Ingrid MERCKX within the
meaning of article 7:87 of the Companies and Associations
Code. Both Ms. Ingrid MERCKX and IMRADA BV meet all
the criteria as stated in article 7:87 of the Companies and
Associations Code (as further elaborated in the field of
functional, family and financial criteria as provided for by
principle 3.5. Of Corporate Governance Code 2020).
Functioning of the Board of Directors
The Board of Directors gathered a total of 10 times in 2021. One
meeting handled mainly the 2021 budget and two meetings
handled the establishment of the annual accounts as per 31
December 2020 and the mid-year accounts as per 30 June 2021.
Each meeting also addressed the state of affairs per business
line and the most important current acquisition and/or
divestment files. Other subjects (human resources, external
communication, litigations and legal issues, delegations of
authority and such) are discussed as and when necessary.
The written decision procedure was not applied in 2021.
Mr. Dirk VERBRUGGEN, Chief Financial & Legal Officer
(representing Roffoelkin BV), acts as Secretary of the Board of
Directors.
The individual attendance rate of the directors at the meetings
in 2021 was:
Name Attendance Rate in 2021
Johnny THIJS 10/10
Olivier CHAPELLE 10/10
Benoit DECKERS¹ 8/10
Ingrid MERCKX 10/10
Luc MISSORTEN 10/10
Kurt PIERLOOT 10/10
Frédéric VAN GANSBERGHE² 7/10
Elisa VLERICK 10/10
Carla SINANIAN³ 10/10
1 until 23/2/2022 in his capacity as Permanent Representative of Compagnie du
Bois Sauvage Services SA
2 until 23/2/2022 in his capacity as Permanent Representative of Compagnie du
Bois Sauvage SA
3 until 12/1/2022
The Board of Directors organises a self-assessment of its
functioning as well as an assessment of its interaction with
the members of the Management committee on a regular
basis. Such self-assessment starts through a questionnaire
to be remitted to and completed by each individual director.
The results of the questionnaire are then be discussed and
further analysed during a subsequent meeting of the Board of
Directors. The last assessment took place in the middle of the
year 2017. The individual assessment of the directors is done
by the Remuneration and Nomination Committee. A formal
assessment by an external partner was scheduled for 2020 but
has not yet been completed due to circumstances and is still
ongoing today; the Board of Directors is of the opinion that this
deviation from 9.1. of the 2020 Corporate Governance Code
does not pose any particular problems.
Recticel annual report 2021 61
2.2.5 Committees set up by the Board of Directors
2.2.5.1 The Audit committee
In accordance with article 7:99 of the Belgian Companies and
Associations Code, the audit committee supervises amongst
others the financial reporting process, the effectiveness of the
internal control and risk management systems of the company,
the internal audit, the statutory control of the annual accounts
and the consolidated accounts, and the Auditor's independence.
The Audit committee’s terms of reference are included in the
Corporate Governance Charter that also describes more in detail
the tasks of the Audit Committee.
The Audit committee currently consists of four members. All
members are non-executive directors and three members,
one of which is the Chairman, are independent directors in
the sense of article 7:87,§1 of the Belgian Companies and
Associations Code iuncto principle 3.5 of the Corporate
Governance Code 2020.
Mr. Dirk VERBRUGGEN, Chief Financial & Legal Officer (representing
Roffoelkin BV), acts as Secretary of the Audit committee.
The composition of the Audit committee complies with the
stipulations of Recticel NV’s articles of association and the relevant
provisions of the Belgian Companies and Associations Code.
In accordance with Article 7: 100 Belgian Companies and
Associations Code, Recticel declares that the Chairman of the
Audit Committee, Mr Luc MISSORTEN, has the necessary
expertise in the field of accounting and auditing. The chairman
and other members of the Audit Committee also have collective
expertise in the area of the Company's activities.
The following table contains the members of the Audit
committee during the financial year 2021 to date.
Name Function Attendance Rate in 2021
Luc MISSORTEN¹ Chairman 5/5
Johnny THIJS² Member 5/5
Ingrid MERCKX
3
Member 5/5
Benoit DECKERS
4
Member 5/5
1 In his capacity as Permanent Representative of LUBIS BV
2 In his capacity as Permanent Representative of THIJS JOHNNY BV
3 In her capacity as Permanent Representative of IMRADA BV
4 until 23/2/2022 in his capacity as Permanent Representative of COMPAGNIE DU
BOIS SAUVAGES SERVICES SA
The Audit committee convened five times in 2021. Two
meetings were devoted primarily to the audit of the annual
accounts per 31 December 2020 and the interim accounts per
30 June 2021. All meetings also focus on the internal audit
program, risk management, compliance, taxation and IFRS
related accounting questions. There was at least two times a
meeting with the statutory auditor and the person responsible
for internal audit.
The Audit Committee conducts regularly an informal self-
assessment of its functioning during one of its meetings and
reserves the necessary time to discuss and analyse the same.
In the beginning of 2017, a formal assessment was conducted.
A formal assessment by an external partner was scheduled for
2020 but has not yet been completed due to circumstances and
is still ongoing today; the Board of Directors is of the opinion
that this deviation from 9.1. of the 2020 Corporate Governance
Code does not pose any particular problems.
Recticel annual report 2021 62
2.2.5.2 The Remuneration and Nomination Committee
The Remuneration and Nomination Committee makes proposals
to the Board of Directors regarding the remuneration policy
and the individual remuneration of directors and members of
the Management committee and prepares and explains the
remuneration report at the Ordinary General Meeting. They
also make the necessary proposals regarding the evaluation
and re-appointment of directors as well as the appointment
and induction of new directors. The terms of reference of the
Remuneration and Nomination Committee are included in
Recticel’s Corporate Governance Charter.
The Remuneration and Nomination Committee consists of
four members, all non-executive directors, of which three are
independent directors.
Mr. Dirk VERBRUGGEN, Chief Financial & Legal Officer
(representing Roffoelkin BV), fulfils the role of secretary of the
Remuneration and Nomination Committee.
The composition of the Remuneration and Nomination
committee meets the requirements with respect to the Belgian
Companies and Associations Code, as well as the requirements
of the Corporate Governance Code 2020.
The committee is composed as follows:
Name Function Attendance Rate in 2021
Johnny THIJS¹ Chairman 2/2
Kurt PIERLOOT² Member 2/2
Frédéric VAN GANSBERGHE ³ Member 2/2
Luc MISSORTEN
4
Member 2/2
1 in his capacity as Permanent Representative of THIJS JOHNNY BV
2 in his capacity as Permanent Representative of CARPE VALOREM BV
3 until 23/2/2022 in his capacity as Permanent Representative of COMPAGNIE DU
BOIS SAUVAGE SA
4 in his capacity as Permanent Representative of LUBIS BV
In accordance with the article 7:100 of the Belgian Companies
and Associations Code, Recticel declares that the Remuneration
and Nomination committee possesses the necessary expertise
in the area of remuneration policy.
The Remuneration and Nomination committee convened two
times in 2021.
These meetings dealt with the fixed and variable remuneration
of the executive management as well as with the election and
re-election of directors. The CEO was present at the discussion
about the remuneration of the other members of the executive
management.
The Remuneration and Nomination Committee conducts
regularly an informal self-assessment of its functioning during
one of its meetings and reserves the necessary time to discuss
and analyse the same. A formal assessment by an external
partner was scheduled for 2020 but has not yet been completed
due to circumstances and is still ongoing today; the Board of
Directors is of the opinion that this deviation from 9.1. of the
2020 Corporate Governance Code does not pose any particular
problems.
2.2.5.3 The Strategy committees
There were seven ad hoc strategy committees in 2021 following
the unsolicited takeover bid by Greiner AG.
These meetings dealt primarily with the in depth analysis of the
Greiner bid, the effects on the business, the effects on the future
of the company and possible alternatives to counter the Greiner
bid and ensure a future in the best interest of the company
Regarding a possible conﬂict of interest on the part of the
directors affiliated with Compagnie du Bois Sauvage SA the
Strategy committee was formed by all independent members of
the Board of Directors and without Olivier Chapelle:
Name Function Attendance Rate in 2021
Johnny THIJS¹ Chairman 7/7
Luc MISSORTEN² Member 7/7
Kurt PIERLOOT³ Member 7/7
Ingrid MERCKX
4
Member 7/7
Elisa VLERICK
5
Member 7/7
Carla SINANIAN
6
Member 7/7
1 in his capacity as Permanent Representative of THIJS JOHNNY BV
2 in his capacity as Permanent Representative of LUBIS BV
3 in his capacity as Permanent Representative of CARPE VALOREM BV
4 in her capacity as Permanent Representative of IMRADA BV
5 in her capacity as Permanent Representative of MOROXCO BV
6 until 12/1/2022
Recticel annual report 2021 63
2.2.6 The Executive Management
The Board of Directors has entrusted the day-to-day management
of the company to its Managing Director and Chief Executive
Officer, “OLIVIER CHAPELLE” SRL/BV, located in 1180 Brussels,
Avenue de la Sapinière 28, represented by its General Manager
and permanent representative, Mr. Olivier CHAPELLE.
The Managing Director is assisted by the Management
committee, of which the members (for the period 2021 to
present) are indicated in the following list:
Name Function
Olivier CHAPELLE
1
Chief Executive Officer
Ralf BECKER Group General Manager Insulation
Betty BOGAERT Chief Information & Digitalisation Officer
Jean-Pierre DE KESEL² Chief Sustainable Innovation Officer
François DESNÉ Group General Manager Engineered Foams
Rob NIJSKENS
3
Chief Human Resources Officer
François PETIT
4
Chief Procurement Officer
Jean-Pierre MELLEN
5
Dirk VERBRUGGEN
6-7-8
Chief Financial & Legal Officer
1 In his capacity as permanent representative of OLIVIER CHAPELLE SRL
2 until 31/3/2022 in his capacity as permanent representative of SUSTAINALOGIC BV
3 as of 01/03/2021
4 until 31/3/2022
5 until 31/8/2021 Chief Financial Officer and until 31/12/2021 Member of the
Management Committee
6 from 1/4/2021 in his capacity as permanent representative of ROFFOELKIN BV
7 until 31/8/2021 General Counsel & General Secretary
8 from 1/9/2021 Chief Financial & Legal Officer
On 31 August 2021 Mr. Jean-Pierre Mellen resigned as
the Chief Financial Officer to be succeeded by Mr. Dirk
Verbruggen (in his capacity as the permanent representative of
ROFFOELKIN BV) on 1st September 2021 who will act in the
capacity of Chief Financial & Legal Officer from this date on.
Mr. Jean-Pierre Mellen remains a member of the management
committee until 31 December 2021 and will remain to provide
support for special assignments until August 2022.
On 1st March 2021 Rob Nijskens took over as the Chief HR
Officer from Bart Massant.
The Management committee has an advisory role vis-à-vis
the Board of Directors as a whole and is not an executive
committee in the sense of article 7:104 of the Belgian
Companies and Associations Code.
Recticel annual report 2021 64
2.2.7 Remuneration report for financial year 2021
b 2021 remuneration outcomes
• The remuneration levels reﬂect the solid profitability and
free cash ﬂow levels
of Recticel in 2021, together with the
successful implementation of the foreseen organisational
changes such as the acquisition and integration of
FoamPartner, and the divestment of the Bedding division.
Annual bonus awards
In accordance with our policy, Group Consolidated Net Cash
Flow before dividends and Adjusted EBITDA are key drivers to
determine the level of the annual bonus awards.
• The level of Consolidated Net Cash Flow reached by the
Group generated a pay out at the maximum (125% of the pay
out opportunity).
• The level of Group Adjusted EBITDA was above target and
generated a pay out of 125% of the pay out opportunity. For
the Business Lines Bedding, the level of Adjusted EBITDA
that was achieved did not trigger a bonus pay out. For
Engineered Foams and Insulation, the pay out is 99.5% and
125% respectively.
Further details are provided in the “STI” section of this report.
Stock options - The 2017 stock option grant vested on January 1, 2021.
Another grant was made in May 2021 at a strike price of EUR 12.44.
Management Committee membership – On 1st September 2021,
Dirk Verbruggen was appointed Chief Financial Officer and Chief
Legal Officer, in replacement of Jean-Pierre Mellen. On 1st March
2021, Rob Nijskens took over from Bart Massant as Chief HR Officer.
c Shareholder engagement
The Annual General Meeting held on 25th May 2021 approved
the 2020 remuneration report with 73.37% of shareholder
votes.
In establishing its remuneration policy and its future revisions,
Recticel endeavours to take into account the votes and views
of the shareholders. Recticel is committed to an open and
transparent dialogue with its shareholders on remuneration as
well as other governance matters.
d Looking ahead
Considering the strategic reorientation of the Group and the
foreseen divestments of the Bedding and Engineered Foams
Divisions, the Board of Directors, upon recommendation of the
Remuneration and Nomination Committee, decided to adjust the
performance criteria to award bonuses for performance year 2022.
For Group General Managers, the Group Net Cash Flow will
be replaced by the Free Cash Flow of their respective Division.
For the other members of the Management Committee, it will
be replaced by the Free Cash Flow of the Insulation business
line, and the Group Adjusted EBITDA will be replaced by the
Adjusted EBITDA of the Insulation business line.
In addition, in order to further embed the deployment of our
sustainability strategy across the organization, the bonus award
will also depend on the accomplishment of an ESG objective
that will be determined for each division.
2.2.7.1 Introduction
a 2021 business results
• The year 2021 delivered very positive sales and profitability
developments. The Net sales increased by 67% from EUR
616.9 million to 1,032.8 million, thanks to the contribution of
Foam Partner and also strong organic growth. The Adjusted
EBITDA increased by 145.9%, from EUR 44.4 million to 109.2
million.
• The Insulation and Engineered Foams businesses
performed very well in a very volatile environment. Pricing
was continuously adapted to incorporate the tight supply
of raw materials and the increase of other costs such as
transportation, labour and energy.
• Moreover, lockdowns or mobility restrictions in countries such
as Germany, the Netherlands and Austria, coupled with direct or
indirect supply chain shortages (microchips) have added further
challenges to the business environment.
• Major organisational changes took place in the course of
the year: the foreseen acquisition and the integration of
FoamPartner, the planned divestment of the Bedding activities,
and the divestment of the Engineered Foams business
segment following the unsolicited takeover bid by Greiner AG.
Recticel annual report 2021 65
2.2.7.2 Our Remuneration Policy at a glance
The remuneration policy was reviewed and validated by the
Remuneration Committee on February 25, 2019 and approved
by the Board of Directors on February 27, 2019. The policy was
adopted during the General Meeting of Shareholders on May
28, 2019 and became effective as of January 1, 2019. It is
available for consultation on the company website. The contents
of the policy were established following the requirements of
the Shareholder Rights Directive, the Belgian Companies and
Associations Code and the new Corporate Governance Code
2020.
a Directors
Per policy terms, Directors receive a fixed fee / retainer and an
attendance fee, whereas Committee Members receive attendance
fees.
Directors
Board Committee
Chair Member Chair Member
Fixed Fee € 30,000 € 15,000 N/A N/A
Attendance fee € 5,000 € 2,500 € 5,000 € 2,500
In accordance with the policy, Non-Executive Board Members
do not receive variable and/ or equity-related remuneration as
referred to under principle 7.6. of the Corporate Governance
Code 2020. Recticel considers that the Corporate Governance
Code’s goals of promoting the achievement of strategic
objectives in accordance with the company’s risk appetite and
behavioural norms and promoting sustainable value creation
are better served by remunerating the non-executive directors
entirely in cash to avoid any conﬂicts of interest and guarantee
their complete financial independence.
Non-Executive Board Members are not entitled to receive
benefits. Expenses incurred when travelling abroad will be
arranged for by Recticel directly.
Executive Directors are remunerated in accordance with the
remuneration policy for the members of the Management
Committee and any director fees paid to the Executive Directors
are deducted from the remuneration received as a member of
the Management Committee.
The level and structure of remuneration paid to the Directors is
regularly assessed against “BEL Mid” market practice.
b Management Committee
The level as well as the structure of the remuneration of the
Management Committee members is reviewed annually
by the Remuneration and Nomination Committee, which
consequently presents a proposal to the Board of Directors for
approval. When determining the remuneration levels for the
members of the Management Committee, Recticel considers
a Belgian frame of reference comprising companies similar
in size (as compared on the basis of revenues) and exclusive
of the Financial Sector. The objective is to establish target
remuneration levels that, as a general rule, are at or around the
median market level and this as far as the performance of the
Company can afford it.
Recticel annual report 2021 66
The total remuneration package of the Management Committee members consists of the following elements.
Element Operation and performance criteria
Base Pay
Individual’s role, experience, performance and market practice are considered when determining salary levels.
Any director fees paid to the Executive Directors are deducted from the remuneration received as a member of the Management Committee.
Other Benefits
The Management Committee Members receive benefits in line with Recticel’s remuneration policy, including hospitalization, disability coverage and a company car. Members operating through a management company do
not receive perquisites and benefits, though certain costs may be invoiced separately.
One-Year Variable (STI)
Operation:
- For threshold performance: the bonus pay-out will be nil.
- For target performance: the bonus pay-out will be 75% of base pay for the CEO and 37.5% for the other Management Committee members.
- For maximum performance: the bonus pay-out will be 117.5% of base pay for the CEO. For the other Management Committee members, it is 58.00% or 58.75% depending on whether they head a Business Line or a Function
- No deferral policy is applicable.
Performance criteria:
The annual bonus is linked to both collective targets (both at group and divisional level, the latter only for positions with a divisional scope) and personal targets. Collective objectives are all quantitative and financially driven
(e.g. Net Cash Flow, Adjusted EBITDA, …). Personal objectives include at least one target related to sustainable development.
For performance year 2021, the Board of Directors decided that the same performance criteria as the ones used in 2020 (Group Consolidated Net Cash Flow before dividends, and Group and Business Line Adjusted EBITDA)
must be used in the same proportions to award bonuses.
Article 7:91 of the Belgian Companies and Associations Code prescribes the need to spread variable remuneration payments over a three year period in case certain thresholds are passed. The 25% threshold was passed in
the case of the Managing Director and CEO, Olivier Chapelle SRL, represented by Olivier Chapelle. Hence the Board of Directors proposed to the 2021 General Shareholder meeting to approve a deviation from the said rule in
line with the possibility offered by the legislation. This proposal was approved during the 2021 General Shareholders’ meeting.
Multi-Year Variable (LTI) The long-term incentive plan is granted by means of stock options. Options granted in 2021 cannot be exercised before 1st January 2025, nor can they be exercised later than 11th May 2028.
Dismissal period or
severance pay
On termination of the employment of a member of the Management Committee by the company, Recticel will apply a notice of 12 months, unless other applicable legal mandatory provisions require to apply a higher number
of months.
Pension
Members of the Management Committee employed in Belgium before 2003 are included in the Recticel Group Defined Benefit Plan, members hired externally since 2003 are included in the Recticel Group Defined
Contribution Plan.
Contract The CEO and two other members of the Management Committee provide services through a management company.
Clawback
No clawback provisions are in place for the annual bonus plan, in deviation of principle 7.12 of the Corporate Governance Code 2020. Recticel considers that based on general principles of law, the company can recover
payments (1) if they were undue or (2) in case of fraud. The company does not wish to renegotiate existing agreements with Management Committee members to provide for additional clawback possibilities.
Shareholding guidelines
The members of the Management Committee are encouraged to build stock ownership in the company up to an amount equivalent to 50% of their annual gross base pay over a period of 5 years, preferably by keeping part of
the stocks that they purchase under the existing stock option plan.
On 1st March 2021, Rob Nijskens joined the Management Committee as Chief HR Officer. Rob Nijskens is employed in the Netherlands. His terms and conditions follow the above policy but in the
case of the pension and the other benefits which follow the standards of Recticel in the Netherlands.
CEO & Other Members of the Management Comittee Group General Managers Other Management Committee Members
Collective Personal
Personal Objectives
Personal Objectives
Combined Group Net Cash Flow
Combined Group Net Cash Flow
Business Line Adjusted EBITDA
Group Adjusted EBITDA
Recticel annual report 2021 67
2.2.7.3 Remuneration of the
Non-Executive Directors
The following table sets out the total remuneration for each
Non-Executive Director in 2021, in EUR.
Name of Director Fixed Fee Attendance Fees
THIJS JOHNNY BV, represented by Johnny THIJS 30,000 95,000
OLIVIER CHAPELLE SRL, represented by Olivier CHAPELLE 15,000 22,500
COMPAGNIE DU BOIS SAUVAGE SERVICES SA, represented by Benoit DECKERS¹ 15,000 27,500
COMPAGNIE DU BOIS SAUVAGE SA, represented by Frédéric VAN GANSBERGHE² 15,000 20,000
IMRADA BV, represented by Ingrid MERCKX 15,000 47,500
CARPE VALOREM BV, represented by Kurt PIERLOOT 15,000 42,500
MOROXCO BV, represented by Elisa VLERICK 15,000 37,500
LUBIS BV, represented by Luc MISSORTEN 15,000 62,500
Carla SINANIAN³ 15,000 37,500
1 Until 23/2/2022 in his capacity as Permanent Representative of COMPAGNIE DU BOIS SAUVAGES SERVICES SA.
2 Until 23/2/2022 in his capacity as Permanent Representative of COMPAGNIE DU BOIS SAUVAGE NV.
3 Until 12/1/2022
2.2.7.4 Remuneration of the
Management Committee
Members
a Total Remuneration
An overview of the total remuneration of the CEO and the other members of the Management Committee in 2021 can be found in
the table below.
Incumbent name
1 – Fixed
Remuneration
2 – Variable
Remuneration
3 –
Extraordinary
items
4 –
Pension
Expense
5 – Total
Remuneration
(1+2+3+4)
Proportion of fixed and
variable remuneration
Base Pay
Other
Benefits
One-Year
Variable
Multi-Year
Variable
Fixed
(1+4)/(5-3)
Variable
(2)/(5-3)
OLIVIER CHAPELLE SRL
represented by Olivier
CHAPELLE (CEO)¹
€ 590,000 € 965 € 693,250 € 223,200 NA NA € 1,507,415 39% 61%
Other Members of the
Management Committee
2
€ 2,292,656 € 184,801 € 1,176,478 € 651,000 NA € 217,540 € 4,522,475 60% 40%
1 Only the CEO receives feesas Executive Director. These are deducted from the base pay. Fees therefore are not presented in a separate column in the table above.
2 The table includes Jean-Pierre Mellen as CFO until 31st August 2021, Dirk Verbruggen as Chief Financial & Legal Officer as of 1st September 2021, Bart Massant as CHRO
until 28th February 2021 and Rob Nijskens as CHRO as of 1st March 2021.
Proportion of fixed and variable remuneration - CEO
Proportion of fixed and variable remuneration - Other
Fixed Variable Fixed Variable
Recticel annual report 2021 68
b Fixed remuneration
Base pay + Other Benefits
Fixed Remuneration
Base pay
The table below shows the base pay actually paid in 2021 to the CEO and the other members of the Management
Committee and how it compares to 2020.
Incumbent Name 2021
2020 without
pay cut³
2021 vs. 2020
2020 with
pay cut³
OLIVIER CHAPELLE SRL represented by Olivier
CHAPELLE (CEO and Group General Manager
Bedding)¹
€ 590,000 € 570,000
103.5%
€ 529,095
Other Members of the Management Committee
2
€ 2,292,656 € 2,229,551 102.8% € 2,073,116
1 The base pay levels for OLIVIER CHAPELLE SRL include the fees received as a Member of the Board of Directors (EUR 37,500 in 2021).
2 The table includes Jean-Pierre Mellen as CFO until 31st August 2021, Dirk Verbruggen as Chief Financial & Legal Officer as of
1st September 2021, Bart Massant as CHRO until 28th February 2021 and Rob Nijskens as CHRO as of 1st March 2021.
3 While a large part of the workforce was impacted by the system of temporary unemployment due to the Covid pandemic,
Recticel implemented a pay cut of 30% for the members of its Management Committee during the second quarter of 2021.
Other benefits
The amounts mentioned in the column “Other benefits” in the total remuneration table in section
2.1.7.4. a) relate to the following benefits: insurances (death, disability, medical), company car
(leasing costs), fuel costs, mobile phone costs and schooling costs, and exclude pension.
c Variable Remuneration
One-year variable
+
Multi-year variable
Variable Remuneration
STI (“One-Year Variable”)
2021 Performance against Targets.
The achievement of the performance targets was measured during a period of time that started
on 1st January 2021 and ended on 31st December 2021. As per our remuneration policy, the
evaluation of the CEO’s performance was done by the Remuneration and Nomination Committee
on the basis of audited company results before presenting a proposal to the Board of Directors.
The evaluation of the other Management Committee members was done by the CEO on the basis
of audited company results, who then discusses this with the Remuneration and Nomination
Committee before presenting a proposal to the Board of Directors.
STI pay out for the performance year 2021
Beneficiary STI Objectives % Weight
Actual Pay Out
(% base salary)
Actual Amount
CEO
Collective Objectives
Group Consolidated
Net Cash Flow before
dividends
35.00% 43.75% € 258,125
Adjusted EBITDA
(Group)
35.00% 43.75% € 258,125
Personal objectives 30.00% 30.00% € 177,000
Total 100.00% 117.5% € 693,250
Other members of
the Management
Committee
Collective Objectives
Group Consolidated
Net Cash Flow before
dividends
35.00% 21.88% € 462,865
Adjusted EBITDA
(Business Line or
Group, depending
on role)
35.00% 21.32% € 447,823
Personal objectives 30.00% 12.70% € 265,790
Total 100.00% 55.90% € 1,176,478
LTI (“Multi-Year Variable”)
(i) Grant made in 2021
The theoretical value of the options at grant is calculated by applying the Black & Scholes formula, taking
into account certain assumptions regarding dividend payment (dividend yield: 1.48%, interest rate:
0.00001%, and volatility 34%). For the grant in May 2021, the value amounted to EUR 2.29/warrant.
Name of Director (position)
Number of
options granted
Strike Price
Total Theoretical
Value at Grant
OLIVIER CHAPELLE (Chief Executive Officer & Group General
Manager Bedding)
120,000 € 12.44 € 274,800
Ralf BECKER (Group General Manager Insulation) 30,000 € 12.44 € 68,700
François DESNE (Group General Manager Engineered Foams) 30,000 € 12.44 € 68,700
Betty BOGAERT (Chief Information & Digitalisation Officer) 30,000 € 12.44 € 68,700
Jean-Pierre DE KESEL (Chief Sustainable Innovation Officer) 30,000 € 12.44 € 68,700
Jean-Pierre MELLEN (Chief Financial Officer)¹ 30,000 € 12.44 € 68,700
Rob NIJSKENS (Chief Human Resources Officer)² 30,000 € 12.44 € 68,700
François PETIT (Chief Procurement Officer) 30,000 € 12.44 € 68,700
Dirk VERBRUGGEN (Chief Financial & Legal Officer) 30,000 € 12.44 € 68,700
1 Member of the Management Committee until 31st August 2021.
2 Member of the Management Committee as of 1st March 2021.
Recticel annual report 2021 69
(ii) 2021 Vesting
The following stock options, relating to the April 2017 grant, vested on January 1st, 2021.
Name of Director (position)
Number of
options vested
Strike
Price
Share Price
at Vesting
Value
at Vesting
OLIVIER CHAPELLE (Chief Executive Officer & Group General
Manager Bedding)
60,000 € 7.00 € 10.72 € 223,200
Ralf BECKER (Group General Manager Insulation) 25,000 € 7.00 € 10.72 € 93,000
Betty BOGAERT (Chief Information & Digitalisation Officer) 25,000 € 7.00 € 10.72 € 93,000
Jean-Pierre DE KESEL (Chief Sustainable Innovation Officer) 25,000 € 7.00 € 10.72 € 93,000
François DESNE (Group General Manager Engineered Foams) 25,000 € 7.00 € 10.72 € 93,000
Bart MASSANT (Chief Human Resources Officer) 25,000 € 7.00 € 10.72 € 93,000
Jean-Pierre MELLEN (Chief Financial Officer)¹ 25,000 € 7.00 € 10.72 € 93,000
Dirk VERBRUGGEN (Chief Financial & Legal Officer) 25,000 € 7.00 € 10.72 € 93,000
1 Member of the Management Committee until 31st August 2021.
Notes: Rob Nijskens was appointed as Chief Human Resources Officer on 1st March 2021. No stock option grant was made to
him in 2017 and no options vested in 2021.
d Extraordinary items
There are no extraordinary items to be reported in 2021.
e Pension expenses
Name of Director (position) Pension expense
OLIVIER CHAPELLE SRL, represented by Mr. Olivier CHAPELLE, Chief Executive Officer Includedinfee
Other Members of the Management Committee € 217,540
For Members of the Management Committee other than the CEO, Recticel reports the actual
contributions paid into the plan for DC plan beneficiaries. For DB plan beneficiaries, Recticel
reports the service cost as the plan is a collective plan.
f Additional disclosure
• Recticel did not apply any clawback provisions during the year under review.
• The level of shareholdership of the non-executive directors on 31st December 2021 is displayed
in the table below.
Level of shareholdership of the non-executive directors
Director
Number of shares
Johnny Thijs 22,949
Olivier Chapelle 272,598
Benoit Deckers 2,700
Compagnie du Bois Sauvage 15,094,410
Ingrid Merckx 0
Luc Missorten 0
Kurt Pierloot 0
Frédéric Van Gansberghe 0
Elisa Vlerick 0
• The following table shows the level of shareholdership of the CEO and the other members of
the Management Committee. It shows that the actual level of shareholdership of the CEO and
of the other Members of the Management Committee is higher than the policy requirement.
Level of shareholdership of the management committee members
Shareholdership
Number of
shares held on 31
December 2021
Value of the stock
on 31st Dec 2021
Total value of
shares held
Actual level of
shareholdership
(% base pay)
Target level of
shareholdership
(% base pay)
CEO
272,598 € 17.52 € 4,775,917 809% 50%
Other Management
Committee Members
152,842 € 17.52 € 2,677,792 133% on average 50%
The fulfilment of the shareholding guideline by the CEO and each Other Management Committee
Member is determined by comparing the value of the number of shares held on 31st December
2021 to 50% of their annual base pay on 31st December 2021. The value of the shares held is
obtained by multiplying the number of shares held on 31
st
Dec 2021 by the closing price of the
stock on that date (€ 17.52).
Recticel annual report 2021 70
2.2.7.5 Share-based remuneration
The tables below detail the opening and closing balance, as well as movements during the year in terms of share-based remuneration for each of the Management Committee Members. In line with
the information presented in previous tables, shares have been valued at fair value at grant and at market value at vesting.
Incumbent Name
Main conditions of the share option plans
Information regarding the reported financial year
Opening Balance During the year Closing Balance
Specification
of the plan
Award
date
Vesting
date
Exercise period
Strike
price of
the option
Share options
outstanding at the
beginning of the year
Share options
awarded
Share options vested Share
options
exercised
Share options
awarded and
unvested
Share
options
vested but
unexercised
Number Value Number Value
OLIVIER CHAPELLE
(Chief Executive Officer & Group General
Manager Bedding)
2016 grant 29/04/2016 01/01/2020 01/01/2020 – 28/04/2025 € 5.73
445,000
2017 grant 30/06/2017 01/01/2021 01/01/2021 – 29/06/2024 € 7.00 60,000
2018 grant 25/04/2018 01/01/2022 01/01/2022 – 24/04/2025 € 10.21
2019 grant 28/06/2019 01/01/2023 01/01/2023 – 27/06/2026 € 7.90
2020 grant 03/03/2020 01/01/2024 01/01/2024 – 02/03/2027 € 6.70
2021 grant 12/05/2021 01/01/2025 01/01/2025 – 11/05/2028 € 12.44 120,000 460,000 105,000
Ralf BECKER
(Group General Manager Insulation)
2016 grant 29/04/2016 01/01/2020 01/01/2020 – 28/04/2025 € 5.73
125,000
2017 grant 30/06/2017 01/01/2021 01/01/2021 – 29/06/2024 € 7.00 25,000
2018 grant 25/04/2018 01/01/2022 01/01/2022 – 24/04/2025 € 10.21
2019 grant 28/06/2019 01/01/2023 01/01/2023 – 27/06/2026 € 7.90
2020 grant 03/03/2020 01/01/2024 01/01/2024 – 02/03/2027 € 6.70
2021 grant 12/05/2021 01/01/2025 01/01/2025 – 11/05/2028 € 12.44 30,000 115,000 40,000
François DESNÉ
(Group General Manager Engineered Foams)
2017 grant 30/06/2017 01/01/2021 01/01/2021 – 29/06/2024 € 7.00
110,000
25,000
2018 grant 25/04/2018 01/01/2022 01/01/2022 – 24/04/2025 € 10.21
2019 grant 28/06/2019 01/01/2023 01/01/2023 – 27/06/2026 € 7.90
2019 grant 28/06/2019 01/01/2023 01/01/2023 – 27/06/2026 € 7.90
2020 grant 03/03/2020 01/01/2024 01/01/2024 – 02/03/2027 € 6.70 -
2021 grant 12/05/2021 01/01/2025 01/01/2025 – 11/05/2028 € 12.44 30,000 115,000 25,000
Recticel annual report 2021 71