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 Origins 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%
Volume
RECTICEL
Jan
Mar
May
Jul
Sep
Nov
Jan
Mar
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. Auditors 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 earths 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 Commissions 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 Commissions 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 everyones 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 peoples
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 participantsmailbox 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 everyones 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 PIERLOO 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 PIERLOO 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
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
Betty BOGAERT
(Chief Information & Digitalisation Officer)
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
Jean-Pierre DE KESEL
(Chief Sustainable Innovation Officer)
2016 grant 29/04/2016 01/01/2020 01/01/2020 – 28/04/2025 € 5.73
110,000
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 25,000
Bart MASSANT
(Chief Human Resources Officer)
2016 grant 29/04/201 01/01/2020 01/01/2020 – 28/04/2025 € 5.73
85,000
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 85,000 25,000
Jean-Pierre MELLEN
(Chief Financial Officer)
2016 grant 29/04/2016 01/01/2020 01/01/2020 – 28/04/2025 € 5.73
110,000
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 25,000
Recticel annual report 2021 72
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
Rob NIJSKENS
(Chief Human Resources Officer)
2018 grant 25/04/2018 01/01/2022 01/01/2022 – 24/04/2025 € 10.21
15,000
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 45,000 -
François PETIT
(Chief Procurement Officer)
2016 grant 29/04/2016 01/01/2020 01/01/2020 – 28/04/2025 € 5.73
90,000
2017 grant 30/06/2017 01/01/2021 01/01/2021 – 29/06/2024 € 7.00
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 5,000
Dirk VERBRUGGEN
(Chief Financial & Legal Officer)
2015 grant 23/06/2015 01/01/2019 01/01/2019 – 22/06/2021 € 5.73
135,000
10,000
2016 grant 29/04/2016 01/01/2020 01/01/2020 – 28/04/2025 € 5.73
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
Recticel annual report 2021 73
2.2.7.6 Termination indemnities
In accordance with his employee status, indemnities were due to Bart Massant and their level was determined in accordance with the remuneration policy of the Group.
2.2.7.7 Derogations
There are no derogations to report for the year 2021.
2.2.7.8 Annual Change in Remuneration and Pay Ratio
a Annual Change in Remuneration of Directors versus the Wider Workforce & Company Performance.
The following table displays the variation of the remuneration of the CEO and the other members of the Management Committee between 31st Dec 2019 and 31st Dec 2021 against the evolution
of Group Consolidated Net Cash Flow before dividends, the Adjusted EBITDA and the Net Profit. The average remuneration of the other employees for the year 2021 will be published in the 2022
remuneration report as the data are not available at the time of the publication of this report.
Annual change in remuneration
2021 2020 2019 2021 vs. 2020 2020 vs. 2019
Total remuneration of the CEO (in EUR)¹ 1,507,415 1,216,383
895,466 124%
136%
Average total remuneration of the other members of the Management
Committee (in EUR)¹/²
589,632 473,056 440,578 125% 107%
Average total remuneration of the other employees (in EUR) 59,876 57,653 59,508 104% 97%
Group Net Cash Flow before dividends (in mio EUR)³ 54.9 197.1 23.6 28% 835%
Group Adjusted EBITDA (in mio EUR)
4
118.6 58.8 114.7 202% 51%
Net Profit (share of the Group, in mio EUR) 53.5 63.1 24.7 85% 255%
Sustainability KPIs Seeseparatesustainabilityreport.
Notes
1 The data takes into account the 30% pay cut implemented in the second quarter of 2020 against the background of the COVID pandemic. From 2019 to 2020, the increase
reported for the CEO is mainly due to the fact that in 2019 the level of Group Adjusted EBITDA did not generate a bonus pay out. For some of the other Management
Committee members heading a Business Line, the level of Adjusted EBITDA that was reached for their Business Line in 2019 generated a pay out. From 2020 to 2021, the
difference is explained by the pay cut implemented in the 2d quarter of 2020 and the increase of the share price.
2 The remuneration of the Management Committee members (excl. CEO) is presented as a Full Time Equivalent average: the total remuneration paid during that year divided
by the number of Full Time Equivalent Management Committee members in that year.
3 The Group Net Cash Flow before dividends is expressed on a Consolidated basis for the year 2019. It is expressed on a consolidated basis as of year 2020. The important
year-on-year variation of the Group Net Cash Flow between 2019 and 2020 is due to the proceeds of the divestments of the Automotive Division and of the participation in
the joint venture with Eurofoam in the first half of 2020.
b Pay Ratio
The pay ratio compares the highest remuneration of the Management Committee (that is the remuneration of the CEO) with the lowest Remuneration at Recticel NV. On 31st December 2021, the highest
remuneration was 45 times the lowest remuneration; this is a pay ratio of 45:1.
Recticel annual report 2021 74
2.2.8 Transactions and other contractual ties between the Company
and members of the Board of Directors or members of the
Management committee
Chapter VII.1. of the Recticel Corporate Governance Charter
describes Recticel NV's policy on related party transactions that
are not governed by the legal conflict of interest scheme. The
application of this policy is explained hereafter.
During the year 2021, two conflicts of interest arose between
a director and the company as referred to in article 7:96 of the
Belgian Companies and Associations’ Code. The procedure of
Article 7:97 was not applied in 2021.
Reference is made here to the statutory annual report, which
contains an extract of the minutes of the concerned board
meetings in this regard.
2.2.9 Insider trading and market manipulation
The company policy regarding the prevention of insider trading
and market manipulation is further explained in chapter VII.2 of
Recticel’s Corporate Governance Charter as well as in the new
Dealing Code which has been adopted by the Board of Directors
and published on the website of Recticel (www.recticel.com).
These measures include the implementation of restrictions
on the execution of transactions («closed periods») applicable
since 2006.
Mr. Dirk VERBRUGGEN was appointed as Compliance Officer,
responsible for monitoring the observance of these regulations
.
2.2.10 Diversity policy
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 improves the quality of
decision making, and ultimately improves overall performance.
Recticel has currently not established a formal specific diversity
policy, but is an equal employer in all aspects of recruitment
and selection, and is committed to a fair and consistent
approach to recruitment and selection. Recticel works actively
to develop a positive employer image amongst the internal and
external stakeholders. Recticel commits to hire all candidates
irrespective of age, disability, gender reassignment, marriage
or civil partnership, pregnancy and maternity, race, religion and
belief, sex and sexual orientation or hours of work.
Recticel also commits to offering learning opportunities to all
employees irrespective of age, disability, gender reassignment,
marriage or civil partnership, pregnancy and maternity, race,
religion and belief, sex and sexual orientation or hours of work.
Recticel is proud to be present in 20 countries, with employees
of different nationalities.
Currently one woman is represented in the Management
Committee. Furthermore, one third of the members of the
Board of Directors is a woman, in accordance with article 7:86
of the Companies and Associations Code.
The selection process of the members of the Board of Directors
is described in the Corporate Governance Charter of Recticel,
with the aim to come to a composition that is diverse in all its
aspects, both at the level of gender, background, professional
experience, competence and education.
Recticel annual report 2021 75
2.2.11 Relationships with the reference shareholders, other elements
related to possible public takeover bids and others
Here follows the overview of the shareholders who, under the statutes of the law, have addressed a notification to the company and to the FSMA:
Name Date of notification
Number of
shares
Percentage of
shares at the
moment of
notification¹
Percentage of
shares at balance
sheet date
Percentage of voting rights
attached to shares at
balancesheet date²
Own shares 13/05/2015 326,800 0.61% 0.58% 0.00%
KBC Asset Management NV 19/03/2022 1,648,964 3.01% 2.94% 2.96%
Janus Henderson Group Plc 11/01/2022 2,763,803 4.94% 4.93% 4.96%
Greiner AG 03/01/2022 2,446,678 4.37% 4.36% 4.39%
Baltisse NV 03/01/2022 12,647,732 22.60% 22.56% 22.70%
Public Not applicable 36,221,943 64.62% 65.00%
TOTAL (EXCLUDING OWN SHARES) 55,729,120 100.00%
TOTAL (INCLUDING OWN SHARES) 56,055,920 100.00%
1 The percentage of shares is calculated based upon the number of existing shares at the moment of the notification.
2 The percentage of voting rights is calculated based upon the 56.055.920 existing shares per 30 March 2022 based upon the information the Company has received from its shareholders per 30 March 2022, which can be different from the actual situation.
The calculation has been adjusted to take into account the suspension of the voting rights of the 326,800 own shares held by the Company as foreseen by the law.
The company has not concluded a relationship agreement with
the main shareholder BALTISSE NV in accordance with principle
8.7 of the Corporate Governance Code 2020, as there is a
sufficient line of representation of the main shareholder through
its representation within the Board of Directors.
The capital structure, with the number of shares and warrants
of the company can be found in the chapter “Information on the
Share” on the Recticel website (www.recticel.com).
An amendment of the articles of association of Recticel can
only be obtained, following the special majorities of article 37 of
the Articles of Association.
The Board of Directors submits its proposals regarding the
appointment or re-election of directors to the general meeting
of the shareholders. The Remuneration and Nomination
Committee recommends one or several candidates to the
Board, taking into account the needs of the company and
following the appointment procedure and the selection criteria
drawn up by the Board for that purpose. The composition of
the Board is determined based on the necessary diversity and
complementary skills, experience and knowledge.
The general meeting of the shareholders appoints the directors
of their choice with a simple majority of the votes cast.
Directors can likewise be dismissed “ad nutum” by the general
meeting with a majority of the votes cast, before the normal
expiry of his or her term of office.
If a position of director becomes vacant as a result of
resignation, incapacity or death, the Board may provisionally fill
the vacancy, upon recommendation from the Remuneration and
Nomination Committee.
There are no legal or statutory limitations on transfer of
securities. There are no securities with special control rights.
There are no legal or statutory restrictions on the exercise of
voting rights, for as far as the shareholder is legally represented
at the Ordinary General Meeting, and his/her voting rights have
not been suspended for any reason.
There are no agreements between the Company and its
directors or employees that would provide for compensations
after a public takeover bid, the directors resigning or departing
without any valid reason, or the employment of the employees
being terminated.
Recticel annual report 2021 76
The following agreements, whereby the company is party,
contain the clauses that take effect, undergo changes or end, in
the event of a change of control over Recticel SA/NV:
The Amendment and Restatement Agreement, as agreed
on 25 February 2016 between Recticel SA/NV and Recticel
International Services NV on the one hand and ING
Belgium SA/NV, BNP Paribas Fortis SA/NV, Commerzbank
Aktiengesellschaft, Filiale Luxembourg and KBC Bank NV on
the other hand, for an amount of EUR 175,000,000, whereby,
in case of a change of control over the Company, or over a
subsidiary that is also an obligor under the amendment and
restatement agreement, each of the banks participating in
the Facility will have the right to request prepayment and
cancellation of their respective Facility commitment, and
if banks representing a special majority of the total Facility
amount request such, then the total Facility will have
to be prepaid and cancelled. This agreement completes
and modifies the “Facility Agreement” for an amount of
175,000,000 EUR as signed on 9 December 2011 between
the aforementioned parties.
The Recticel Group's Stock Option Plans of April 2014, June
2015, April 2016, June 2017, April 2018, June 2019 (warrant
plans April 2014, June 2015, April 2016, June 2017, April 2018,
June 2019, March 2020, May 2021) issued by the Board of
Directors Administration that contain a clause 6.2./5.2 which
gives the beneficiaries the right to exercise their warrants,
if applicable under the conditions determined by the Board
of Directors, immediately in the event of a change of control
(that is, in the event of a transfer, in one or more transactions,
more than fifty percent (50%) of the voting rights) or in the
case of the launch of a public share purchase offer.
These clauses were specifically approved by Recticel’s General
Shareholder Meeting or will be submitted for approval at the
General Meeting on 31 May 2022.
In line with article 7:151 of the Belgian Companies and
Associations Code, for such a clause to take effect requires the
approval of the General Shareholder meeting.
The Board of Directors is not aware of shareholder agreements
that give rise to restrictions on the transfer of securities and / or
the exercise of voting rights.
The Board of Directors does not currently have any authority
to issue shares. The Board of Directors is authorized to acquire
own shares of the Company as long as the fractional value of
the Company's shares held in portfolio does not exceed 20% of
its issued capital, at a unit price that may not be less than 20%.
below the average of the last twenty closing prices on Euronext
Brussels prior to the date of acquisition, and not higher than
the same average plus 20%. This purchase authorization is valid
until July 17, 2022.
2.2.12 Statement on non-financial information.
The statement on non-financial information in accordance with
article 3:6,§4 of the Belgian Companies and Associations Code
has been enclosed to the statutory annual report of Recticel NV/
SA and the consolidated annual report of the Recticel Group.
Recticel annual report 2021 77
2.3
Non-financial
information
statement
Recticel annual report 2021 78
2.3.1 Introduction
First sustainability strategy and roadmap 2015 – 2020
Recticel’s sustainability journey started in 2013 with the Management Committees declaration
to put sustainability at the forefront of the Group strategy. A company-wide project was launched
to determine how to embed sustainability in its Group and division strategy. After stakeholder
consultation, this resulted in a 2015 – 2020 roadmap focusing on six material aspect clustered in
a Sustainable Innovation Plan and a People Priority Plan. A key performance indicator and 2020
target was selected for each material aspect.
1
In 2015, the sustainability strategy was embedded
in the Recticel Group strategy.
Renewed sustainability roadmap 2021 - 2025
As part of the revision process of our sustainability strategy and in view of preparing our
second roadmap, we consulted our internal stakeholders and conducted multi-actor stakeholder
engagements with customers, suppliers, knowledge institutes, universities and authorities end of
2020, early 2021. This annual report covers the renewed sustainability roadmap’s material aspects,
KPIs (Key Performance Indicators) and targets for 2021 – 2025. 11 KPIs and 8 commitments have
been selected to turn our sustainability ambitions into actionable goals.
1 See Recticel website for more information
Sustainable
Innovation
Plan
INNOVATION FOR SOCIETAL NEEDS
OF ACTIVE R&D PROJECTS
CLASSIFIED AS SUSTAINABLE
reporting on %
supplies compliant
with the Recticel
Supplier Sustainability
Requirements and
audited based on risk
assessment
LOST TIME ACCIDENTS
[Representing the
average on Group level
for all our plants]
[Representing the average on
Group level for all our plants]
LOST TIME ACCIDENTS
+ RESTRICTED WORK
CASES + MEDICAL
TREATMENT CASES
reinforcing R&D
partnerships with
customers, knowledge
institutes, universities
and strategic suppliers on
sustainable development
implementing a collective sustainability objective
for senior managers in 2022 connected to the
Sustainability Strategy
follow-up and reporting on well-being scores
through annual Employee Performance
Management Discussion (EPMD)
progress reporting on workforce engagement
maximising e-learning for
our employees
continuation and
expansion of long-term
partnerships for social
projects
(ratio between avoided
emissions and carbon footprint
over the complete value chain)
of post-consumer polyurethane
foam from recycled mattresses
production with lower CO
2
e
raw material in % of total raw
material consumption
(in line with EU Sustainable
Carbon Cyclesplan
of 20% by 2030)
project, a breakthrough in
chemical recycling of flexible
polyurethane foam
2023: successful
completion of the
(scope 1, 2, 3 in tonnes CO
2
e
vs 2013, target in line with
EU Green Deal -55% vs 1990)
gender diversity in senior
management by 2030
(ratio scope 1, 2 in tonnes
of COe/million EUR
revenue vs 2020)
CLIMATE-POSITIVE
MULTIPLE
RECTICEL CARBON
FOOTPRINT
CARBON INTENSITY
SUSTAINABLE R&D PROJECTS
READY TO BE BROUGHT TO MARKET
EACH YEAR
80%
-40%
FREQUENCY 1 FREQUENCY 2
5,000 10%
PUReSmart
TONNES
75
BY 2030 BY 2030
-25%
25%
3
2 5
CLIMATE ACTION PLAN
TRANSITION TO A CIRCULAR ECONOMY
People Priority Plan
WE COMMIT TO
WE COMMIT TO
WE COMMIT TO
SUSTAINABLE PARTNERSHIPS
AN INSPIRING AND REWARDING PLACE TO WORK
LOWER HS&E IMPACT OF OUR ACTIVITIES AND PRODUCTS
the pursuit of zero chemical hazard impact of our activities and products
Recticel annual report 2021 79
Reporting
Since 2015, we report every year on our
progress against our targets. The first two
years in separate sustainability reports,
since 2018 in our annual report in which we
integrated the reporting on non-financial
information such as environmental,
social, human rights, anti-bribery and
anti-corruption topics. The information
about diversity is available in our Corporate
Governance Statement.
The reporting over 2021 was prepared using the
recommendations of the GRI (Global Reporting
Initiative) Standards, option Core. It is aligned with
the Non-Financial Reporting Directive as well as
the EU Taxonomy Regulation.
Limited assurance
Since 2017, a limited assurance is performed
by an independent auditor. Over 2021 this
includes 10 KPIs covering five material
aspects.
2
Scope
On 31 December 2021, the Recticel Group
consisted of 53 locations with 5,145
employees in 21 countries (including pro rata
joint ventures). For this reporting, the 40
fully-owned Recticel subsidiaries employing
4,103 people in 19 countries are in scope
(excluding pro rata joint ventures and 12
former FoamPartner sites integrated within the
Engineered Foams business line as of
31 March 2021).
Strategic overhaul of the Group
On 17 November 2021, Recticel announced
that it has signed a binding agreement to
divest its Bedding business line to Aquinos,
a Portuguese privately owned industrial group.
Aquinos a dedicated player in the European
bedding and furniture markets with strong
commercial and industrial capabilities to
leverage the potential of our Bedding brands,
technologies, locations and teams. The closing
was completed on 31 March 2022
3
. Since
then, the Recticel Group consists of 3,556
employees operating in 43 locations in 19
countries (including pro rata joint ventures).
On 7 December 2021, Recticel announced that
it had signed a deal with Carpenter, one of the
world’s largest producers of foam products,
for the sale of its Recticel Engineered Foams
business line. The synergies between the
Recticel Engineered Foams business and
Carpenter’s foams business will result in one
of the world’s largest vertically integrated
manufacturer of polyurethane foams and
specialty polymer products. The closing is
expected around mid-2022.
From now on, Recticel will focus exclusively
on its Insulation activities, presenting excellent
growth prospects in a high-value added
business segment driven by climate change.
It perfectly illustrates our sustainability motto
to grow together with our stakeholders
towards a PUre future. The acquisition of
Trimo
4
, one of Europe’s leading providers of
sustainable premium insulated panels for the
building industry, announced on 22 March
2022, is a key step in our growth direction.
2.3.2 Activities of the company
Recticel is an international industrial player with an ambitious goal: to take the daily experience of
comfort to a new level in quality and innovation. We rely on our expertise in the transformation of
polyurethane chemistry to meet customer and societal challenges responsibly, and to generate
added value for our clients, shareholders, partners and employees.
For a further description of the activities of Recticel and the strategic overhaul of the Recticel
Group, reference is made to ‘1. A new future built on sustainable innovation’.
2 See ‘Summary Table’
3 See Recticel completes the sale of its Bedding activities to Aquinos Group | Recticel
4 See Recticel expands its insulation activities with the acquisition of the insulated panel specialist Trimo | Recticel
Recticel annual report 2021 80
2.3.3 A strategy for sustainability:
Growing together towards a PUre future
2.3.3.1 Recticel’s ambition
Recticel’s ambition is to lead the transition to a circular economy and a low-carbon society within
our industry. Growing together towards a PUre future expresses our firm commitment to reducing
any negative effects of our activities and to optimising Recticel’s positive impact across the value
chain, from raw materials sourcing to product manufacturing, consumption and end-of-life.
Since 2013, sustainable innovation is a key driver at the heart of our Group strategy. It was
created to respond to key societal challenges, such as climate change, energy conservation,
CO
2
reduction, well-being for and an aging and increasing population. Sustainability shapes
our portfolio strategy and our innovation priorities, and as a result, it nourishes our long-term
competitiveness. The long-term needs and challenges or our sectors and our society are our
compass.
2.3.3.2 Focus on innovation and people –
six important aspects
Innovation and people are key in achieving our ambitions. Our company will create more shared
value through innovation focused on societal needs and aligned with stakeholder expectations.
Our sustainability strategy has always been built on two pillars: Sustainable Innovation Plan and
People Priority Plan, bringing together our most important or material aspects.
Sustainability shapes our innovation priorities and product portfolio strategy and is the main driver
behind all our research and development efforts. Every day, through technological advances, we
renew our commitment to finding responsible solutions to challenges such as climate change,
transitioning to a circular economy and low-carbon society, as well as increasing well-being.
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 81
Our path to circularity
Our products are predominantly, though not exclusively, based on polyurethane (PU). This versatile
material allows us to develop long-lasting high-quality and durable solutions that promote comfort
in our daily life such as insulation panels or mattresses.
From the start of the sustainability strategy in 2015, Recticel put the challenge of readying
polyurethane for the circular economy front and centre. Through clear focus and long-term R&D
partnerships across our value chain, we have laid the foundations for our two paths to circularity.
Mechanical recycling, or re-using end-of-life polyurethane and transforming it into a new value-
added product, and chemical recycling or breaking down end-of-life polyurethane to its original
chemical building blocks and transforming them endlessly into virgin polyurethane.
Engaging our stakeholders
Sustainability leads to change and helps us to retain and motivate our people and attract the
best talent to help us achieve our ambitions. Long-term partnerships with suppliers, customers,
research institutes and non-governmental organisations are essential in realising changes along
our value chain to contribute to a better tomorrow.
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.
Recticel supports the Sustainable Development Goals (SDG) launched in 2015 by the United
Nations. This universal set of targets and indicators is designed to help countries and end poverty,
protect the planet and ensure global prosperity as part of a new sustainable development agenda.
By upholding recognized standards and principles on human rights, labour, the environment and
anti-corruption, business makes an essential contribution to the SDGs.
Recticel has identified six SDGs that are most impactful, relevant and strategically embedded in
our company’s sustainability strategy:
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
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 82
European Green Deal
The European Green Dealis the European Commissions plan tomake the EU's economy
sustainable by turning climate and environmental challenges into opportunities and making
the transition just and inclusive for all. Recticel fully supports these objectives. Our renewed
sustainability strategy 2021 – 2025 will continue to advance the key policy areas of the
European Green Deal.
Our carbon reduction objectives are in line with the European Unions greenhouse gas emission
reduction target of -55% reduction by 2030.
We fully support the Renovation Wave plan to renovate buildings, responsible for over a third of
EU emissions. While 75% of existing buildings in the EU are considered energy inefficient, only
1% currently undergo renovation each year. Recticel is well-positioned to help address this issue
through its high-performance insulation solutions.
5
We proactively monitor new directives from the Chemicals strategy for Sustainability. In our
sustainability roadmap for 2025, we commit to the pursuit of zero chemical hazard impact of our
activities and our products.
Our target to achieve 10% production with lower-carbon raw materials is aligned with the EU’s
Sustainable Carbon Cycles plan to achieve 20% of carbon used in chemical and plastics
products from sustainable non-fossil source by 2030.
New initiatives to promote circular economy processes and sustainable consumption, such as
the Sustainable Products Initiative, are expected in 2022 to achieve the EU’s climate neutrality
target. Recticel will continue to engage in partnerships along the value chain to further a circular
economy.
For more information about Recticel’s eligibility following the EU’s Taxonomy Regulation for
sustainable activities, see ‘Taxonomy Eligibility.
5 See 1. A new future built on sustainable innovation
2.3.3.3 Sustainable innovation
programmes driving the change
Our Sustainable Innovation Department, the strategic R&D Centre of the Group,
has been organized since 2016 around three long-term innovation programmes
that benefit our customers in their markets: Low Lambda, Silencing, and Fit
2
next
to a Corporate programme:
Following the strategic overhaul of the Recticel Group and decision to focus on
its insulation activities, the R&D programmes linked to Bedding and Engineered
Foams have been transferred to the respective business lines in the course of
2021.
The fourth, or Corporate Sustainability innovation programme, is dedicated
to exploring new ways to prepare polyurethane for circularity polyurethane, in
partnerships with stakeholders, over the entire value chain: from raw materials,
to production, to end-of-life.
Carbon4PUR*
SWEETWOODS*
VITRIMAT*
NIPU-EJD*
PUReSmart*
Valpumat
* R&D projects funded by
SUSTAINABLE R&D PARTNERSHIPS
In areas with highest CO
2
impact: raw materials (60%), end-of-life (35%)
RAW
MATERIALS
END-OF-LIFE
PREPARING
PROCESSING
ASSEMBLING
DISTRIBUTION
CUSTOMER
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
Fit
2
Silencing
Low Lambda
Corporate Sustainability
Engineerd Foams
Bedding
Engineerd Foams
Insulation
Insulation
Engineerd Foams
Insulation
Bedding
Recticel annual report 2021 83
2.3.3.3.1 Raw materials
Innovation and efficiency initiatives have
reduced our use of raw materials and are
complemented by our choice of lower-carbon
raw materials with bio-based or recycled
content. In partnership with Covestro, Recticel
was in 2018 the first company worldwide to
use a CO
2
-based polyol in its flexible foam
production for products such as mattresses.
Two long-term fundamental R&D projects
centred on rigid foam for insulation applications,
further illustrate Recticel’s commitment to
become less dependent on fossil resources:
Carbon4PUR
Carbon capture and utilization is also at the
heart of the Carbon4PUR project, a EU Horizon
2020 Research and Innovation Programme
project. With Covestro as project coordinator,
the consortium of research-oriented industry
and application-oriented science has been
working together on an interdisciplinary basis
since 2017.
The use of process gases from steel industry has
been investigated in order to move closer to the
goal of climate neutrality. The 14 project partners
have focused on expanding the technology
platform that Covestro first successfully
implemented in 2015 for the use of CO
2
as new,
alternative feedstock for the chemical industry.
In the Carbon4PUR project, carbon monoxide
(CO) derived from steel mill process gases
has now also been tapped as a raw material
source for circular plastics. CO and various
gas mixtures were successfully converted by
Covestro in Leverkusen, Germany, into polyols
as intermediates for polyurethane. These high-
performance materials were upscaled and then
tested in rigid foams for insulation boards by
Recticel. The tests demonstrated that the rigid
foam insulation boards, partially made with
polyol based on the Carbon4PUR technology,
are comparable with the market reference in
terms of their key technical specifications.
The Carbon4PUR project started on 1 October
2017 with a duration of 36 months. Due to the
Covid-19 impact, the consortium decided to
extend the project until 31 March 2021.
For more information:
https://www.carbon4pur.eu or watch the
project’s closing video.
This project has received funding
from the European Unions
Horizon 2020 Research and
Innovation programme under grant agreement
N° 768919. The information contained in this
document has been prepared solely for the
purpose of providing information about the
Carbon4PUR consortium and its project. The
document reflects only the Carbon4PUR
consortium’s view, and the European
Commission is not responsible for any use that
may be made of the information it contains.
SWEETWOODS
SWEETWOODS, a Bio-Based Industries Joint
Undertaking (BBI JU) funded project, focuses
on bio-based materials such as wood
to replace fossil fuel. The project aims at
demonstrating the successful and profitable
production of high-purity lignin, derived from
low-quality wood residues and sugars, on an
industrial level.
The fractionation technology concept was
successfully commissioned in 2021 and further
validated by the project coordinator Fibenol
(formerly Graanul Biotech). The first tons of
hydrolysis lignin and cellulosic sugars have been
delivered to the project partners for application
trials and further modification. The whole plant
commissioning and industrial supply of high
purity hydrolysis lignin and cellulosic sugars is
scheduled for 2022.
Recticel is currently evaluating on lab scale
which (depolymerised) lignin types are most
suitable for incorporation in rigid foam for
insulation boards. These will be further upscaled
and screened on a semi-industrial scale.
The SWEETWOODS project started on 1
June 2018 with a duration of 36 months. The
consortium decided to extend the project until
31 May 2023.
For more information: https://sweetwoods.eu
SWEETWOODS has received funding from the
Bio-Based Industries Joint Undertaking under
the European Unions Horizon 2020 Research
and Innovation programme, under grant
agreement N° 792061. The SWEETWOODS
project results presented reflect only the
author's view. The Commission is not
responsible for any use that may be made of
the information it contains.
Since 2020, Recticel also participates in
research initiatives funded by the European
Commissions Marie Sklodawska-Curie
Actions (MSCA). The MSCA help develop
training networks and promote staff exchanges.
They encourage collaboration and sharing of
ideas between different industrial sectors and
research disciplines, breaking down barriers
between academia, industry and business.
Recticel is proud to be part of two such projects
in the field of raw materials:
VITRIMAT
On March 1
st
, 2020, VITRIMAT started up for
a period of three years. The project receives
funding from the European Unions Horizon
2020 research and innovation programme under
the Marie Sklodowska-Curie grant agreement.
VITRIMAT has the ambition of bridging a critical
training gap between cutting-edge European
academic research on vitrimers and industrial
developments of daily life products. Vitrimers
are a new class of materials combining
the best features of thermoplastic and
thermoset materials. VITRIMAT offers a
world-class multidisciplinary and inter-sectoral
training platform, where PhD students are
conducting their PhD research. First research
ways are identified and fitted towards industrial
applicability.
The project combines the expertise of six
academic partners-pioneers in vitrimers and
advanced composite materials with one national
technical centre and eight industrial partners,
including Recticel, that are world leaders in
the chemistry adhesives, thermosets and
composites for consumer goods, construction
and automotive applications.
Recticel annual report 2021 84
VITRIMAT has received funding from the
European Unions Horizon 2020 research
and innovation programme under the Marie
Sklodowska-Curie Grant Agreement N° 860911.
This presentation reflects only the author’s
view. The European Union is not liable for
any use that may be made of the information
contained herein.
For more information: https://vitrimat.eu
NIPU-EJD
On January 1st, 2021, NIPU-EJD started up
for a period of four years. The project receives
funding from the European Unions Horizon
2020 research and innovation programme
under the Marie Sklodowska-Curie grant
agreement. NIPU-EJD is a European Joint
Doctorate program aiming at novel Non-
Isocyanate PolyUrethanes and is set up
by a consortium formed by seven academic
beneficiaries together with eight non-academic
partners including Recticel.
The program vision of NIPU-EJD is to create
a new generation of high-skilled, creative,
entrepreneurial scientists, who will be
the future leaders in the development of
sustainable non-isocyanate polyurethane
(NIPU) systems. NIPU-based systems respond
to the urgent needs for sustainability in terms
of raw materials innovation, improved safety,
production processes and recycling.
NIPU has received funding from the European
Unions Horizon 2020 research and innovation
programme under the Marie Sklodowska-Curie
Grant Agreement N° 955700.This presentation
reflects only the author’s view. The European
Union is not liable for any use that may be
made of the information contained herein.
For more information: http://www.nipu-ejd.
eu/consortium/
2.3.3.3.2 Production
We estimate that raw materials and end-of-
life are responsible for respectively 60% and
35% of our carbon footprint. This is where the
main focus of our sustainability efforts lies. At
the same time, we are also fully committed to
reducing the impact of our own production.
Waste reduction
Including sustainability in our production
processes reduces our carbon footprint and
increases our operational excellence. Together
with industrial partners and knowledge
institutes, we explore ways to reduce
production waste and design products that are
eco-friendly and easy to dismantle.
We have developed a fiber-bonded foam
technology which in a first step allowed us to
transform flexible polyurethane foam production
waste into acoustic insulation building
applications. We have further optimized this
technology to be able to process polyurethane
originating from end-of-life mattresses. These
acoustic insulation panels reduce sound by up
to 12 dB while conserving energy.
Energy consumption
Since 2013, we have systematically recorded
annual energy costs and consumption data
across the Group and have strived to make our
operations more energy-efficient.
In 2020 we introduced our Electricity
Sustainability Roadmap, an ambitious action
plan to reduce the CO
2
impact related to
electricity usage by 75% in 2025.
We are reaching that target following three
paths in parallel:
Build up and implement an energy saving
plan at each plant;
Develop smart efficient lighting;
Selectively implement a number of solar
panels and windmills projects to generate
green electricity.
The Roadmap prioritizes our plants in Europe.
The three paths have been defined based
on the lessons learned from projects on
energy usage that have already been carried
out, as well as from extensive energy audits
conducted in 19 plants.
The reduction of electricity use by optimizing
lighting is achieved in close consultation with
the local plant teams. This entails replacing
current lighting with new, smart installations
to find the perfect balance between energy
saving (such as automatically dimming the light
when sunshine enters the production area)
and safe working conditions. So far 57,000 m
2
have been relighted, saving 1,280 GWh. More
projects are in the pipeline and expected to be
rolled out in 2022.
To increase our green energy production,
we also explored the opportunities to install
solar panels and wind turbines at our sites.
End 2021, a total of 55,000 m
2
of solar panels
cover the roofs of Recticel sites. Projects to
install another 33,000 m
2
of solar panels on
the ground are currently in the end-phase.
The projects to install wind turbines require
a lot of time and consultation. Currently, one
project has been submitted to the authorities
for approval.
2.3.3.3.3 End-of-life
New mechanical and chemical recycling
processes will allow us to recycle valuable
end-of-life materials, paving the way for
new value-added applications. Mechanical
recycling re-uses end-of-life polyurethane and
transforms it into a new value-added product,
while chemical recycling breaks down end-
of-life polyurethane to its original chemical
building blocks and transforms these into virgin
polyurethane again.
At the beginning of our sustainability roadmap
in 2015, we concentrated our R&D efforts on
collecting and recycling post-consumer flexible
polyurethane foam from products with a lifespan
of up to 10 years such as mattresses. With
partners along the value chain, we have succeeded
in developing solutions to give this valuable
material a new life, for example by transforming it
into acoustic thermal insulation boards.
In parallel, PUreSmart, a ground-breaking
chemical recycling R&D project funded by
the EU Horizon 2020 Innovation & Research
programme, is showing very promising results
and could be a breakthrough for turning flexible
polyurethane foam into a fully circular material.
We have now extended our R&D focus to
insulation boards which keep their energy-
saving properties for up to 50 years. A first
study on how to collect and re-use their post-
consumer rigid polyurethane foam has been
completed. We intend to set up a research
project with partners across the value chain to
further explore all options.
Recticel annual report 2021 85
MECHANICAL RECYCLING
Recticel has engaged in a number of
partnerships to set up an effective collection
and reuse of end-of-life materials via
mechanical recycling.
On January 1
st
, 2021, the authorities in
Belgium introduced the extended producer
responsibility (EPR) for mattresses. Recticel
is one of the founding fathers of Valumat,
a Belgian non-profit organization created by
actors across the mattress industry, that
will carry out the obligations for collecting
and recycling of end-of-life mattresses in
Belgium. The objectives are to achieve 65%
collection and 50% re-use or recycling of
the materials by 2025. An important role is
reserved for eco-innovation and design for
circularity. In the course of 2022, a project
group within Valumat will focus on these
topics. We are also intending to support the
mattress collection and recycling initiative in
the Netherlands where the EPR scheme will
start on January 1
st
, 2022.
As early as 2013, the French authorities
introduced the collection and recycling of
mattresses and furniture. Eco-Mobilier,
the non-profit eco-organisation approved by
the French Ministry of Ecology, Sustainable
Development and Energy, has been set up to
organise the collection, sorting, recycling and
reusing of these end-of-life material streams.
Valpumat
Recticel is part of the Valpumat project, or
Valorization of the PolyUrethane of MATtresses,
launched in 2017 by Eco-mobilier. Since 2020,
Recticel processes end-of-life foam in one of
its plants in France transforming this valuable
material into innovative acoustic insulation
solutions for building and construction,
automotive and industry applications.
CHEMICAL RECYCLING
PUReSmart
We are proud to participate in, and be the
project leader of, the groundbreaking
PUReSmart chemical recycling project. The
project is funded by the European Unions
Horizon 2020 Innovation and Research
programme to develop a complete circular
product life cycle and turn polyurethane into
a truly sustainable material: recover the used
material (e.g., mattresses) and turn them into
building blocks for existing or new products.
The PUReSmart consortium is an end-to-end
collaboration spanning the entire polyurethane
reprocessing value chain and gathering nine
partners from six different countries. The
project aims to breakdown polyurethane
into its two building blocks being polyol and
isocyanate in an optimized mass balance to
have full one to one circularity.
Project partner Covestro, leading producer
of advanced polymers and high-performance
plastics, has recently started operating a
pilot plant for flexible foam recycling at its
Leverkusen site to confirm the positive
laboratory results achieved to date. The first
tests are showing highly promising results on
very high yield and selective recovery of the
original polyol component and full replacement
in new polyurethane formulations.
Pilot tests are ongoing to confirm the
equally promising results for the isocyanate
component. Covestro´s goal here is to
industrialize chemical recycling processes for
used flexible foams and ultimately to remarket
both recovered raw materials.
Despite the ongoing impact of the Covid-19
pandemic, the project team managed to
remain on schedule regarding the intermediate
project deliverables. In all work packages,
breakthrough steps are already made. This
will move the whole project far beyond the
state-of-the-art. This is also proven by several
patents related to the smart chemolysis
process and the earlier decision by Covestro
of a scale-up from laboratory scale to semi-
industrial level on short-term for the chemical
recycling process.
The PUReSmart project started in January
2019 and will end in December 2022.
More information on the current project status
can be found on the PUReSmart website.
This project has received funding
from the European Unions
Horizon 2020 Research and
Innovation programme under grant agreement
N° 814543. The PUReSmart project results
presented reflect only the author's view. The
Commission is not responsible for any use that
may be made of the information it contains.
European and national initiatives
In 2019, Recticel signed the Declaration of the
Circular Plastics Alliance which promotes
voluntary actions for a well-functioning EU
market in recycled plastics. The alliance
wants to reach the target of 10 million tons of
recycled plastics used to make new products
every year in Europe, by 2025. This target was
set by the European Commission in its 2018
Plastics Strategy as part of its efforts to boost
plastics recycling in Europe.
The Circular Plastics Alliance announced in
September
6
a new roadmap to 2025 including
development of an EU-wide monitoring
system on recycled plastics; an updated
work plan on design-for-recycling covering
packaging, construction, agriculture, home
appliances that account for over 60% of plastic
waste collected in Europe.
Recticel also supports the Moonshot initiative
launched by the Flemish government in Belgium.
In this ambitious industrial innovation programme
hosted by Catalisti, Flemish universities, research
institutes and industries join hands to develop
breakthrough technologies by 2040 to create
new climate-friendly processes and products.
Recticel has joined the Advisory Board of two
Moonshot programmes: Biobased Chemistry
and Circularity of Carbon in Materials.
6 Commitments and deliverables of the Circular Plastics Alliance (europa.eu)
Recticel annual report 2021 86
2.3.3.4 Our climate change strategy
Sustainability has always been at the heart of our activities. Considering the entire value chain,
Recticel is a climate-positive company. 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.
7
From now on, Recticel will focus exclusively on its Insulation activities, presenting excellent
growth prospects in a high-value added business segment driven by climate change. It perfectly
illustrates our sustainability motto to grow together with our stakeholders towards a PUre future.
The acquisition of Trimo
8
, one of Europe’s leading providers of sustainable premium insulated
panels for the building industry, announced on 22 March 2022, is a key step in our growth
direction.
Since the launch of our sustainability strategy in 2015, we are committed to not only optimising
our positive impact across the value chain but also to reducing at the same time any negative
effects of our activities. We renewed our strategy in 2020 and have confirmed, following
stakeholder engagement sessions, the three areas in which we can make a significant
contribution to mitigating climate change. Climate Action Plan; Transition to a circular economy;
and Innovation for societal needs have been incorporated in our Sustainable Innovation Plan
with aggressive targets for 2025 and 2030.
9
One company alone cannot fulfil these ambitions. We invest in partnerships with stakeholders
(suppliers, customers but also industry, authorities, knowledge institutes and universities) along
our value chain, often in long-term R&D projects, to shape tomorrow’s future.
In 2021, Recticel participated for the first time in the comprehensive CDP Climate Change
questionnaire. Disclosing is the first step to drive environmental action and provide transparency
on how we manage climate related risks and opportunities through a solid risk management
process and governance.
CDP awarded Recticel 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
recognised the fact that Recticel is leading within its industry on emission reduction initiatives and
governance.
10
2.3.3.5 Risk management
Since the beginning of our sustainability journey, we see sustainability as an opportunity to create
shared value for the company and society. Our sustainability journey is closely interwoven with
the Recticel Group risk management assessment, which enables Recticel to identify, manage and
mitigate the main issues that could impact our business.
Assisted by the Audit Committee, the Board of Directors defines the Group’s major risks. Placing
sustainability at the centre of Recticel’s strategy takes these risks into account, and avoids or
minimizes any adverse effects of potential risk on the company.
7 The 2021 results expressed in tonnes of CO
2
e can be found in the ‘Summary Table’ at the end of the Non-Financial Information statement
8 See Recticel expands its insulation activities with the acquisition of the insulated panel specialist Trimo
9 See ‘Recticel Targets & Results’
10 See Our ESG ratings – transparency on our sustainability performance | Recticel
SUSTAINABILITY
STRATEGY
CORPORATE
RISKS IDENTIFIED
Failure to succesfully
innovate, develop and
introduce new products.
Safety, health and the
environment: new
regulations and its
impact.
Price volatility of major
chemicals. Failure to
obtain raw materials.
Potential misconduct
by employees and
managers or third-party
contracters.
Safety, health and the
environment, new
regulations and their
impacts.
Attracting and retaining
qualified personnel.
Innovation for societal needs
Finding solutions for a circular economy and
low-carbon society.
Climate Action Plan
CO
2
emissions avoided by our insulation solutions
offset 51 times the carbon footprint of our
activities combined.
Transition to a circular economy
Seeking news ways to prevent, reuse and recycle
production and end-of-life foam and transform it
into new value-added products.
Sustainable partnerships
Developing comprehensive codes, policies and
trainings to provide an ethical framework beyond
compliance for employees. Recticel’s Supplier
Sustainability Requirements incorporated in the
General Terms and Conditions.
Lower HS&E impacts of our activities
and products
Working towards zero environmental accidents,
injuries and occupational illness. Committing
to pursue zero chemical hazard impact of our
activities and products.
An inspiring and rewarding place
to work
Encouraging employees to feel engaged, develop
their talents and contribute to company goals.
Recticel annual report 2021 87
COVID-19
As the COVID-19 pandemic continues, we are taking every precaution to protect
our employees, customers, suppliers, shareholders and their families from its
impact. A Covid Crisis Team presided by the CEO, comprising the Chief Human
Resources Officer, the Corporate HS&E Manager and the HS&E Managers from
the business lines, closely monitors the pandemic’s evolution and adapts its Group
Health & Safety guidelines accordingly.
Since the start of the COVID-pandemic in 2020, Recticel Crisis Response Teams
have been activated in every country and are monitoring the situation closely
to ensure that the correct actions are taken, in line with Group as well as local
guidelines and local legislation.
As a responsible company, we are committed to remaining flexible and responsive
to the situation as it evolves, so that we can serve our customers and help
communities through the challenges ahead. For more information about how we
ensured business continuity, see ‘1. A new future built on sustainable innovation’.
2.3.4 Recticel targets and results
For the six material aspects described hereabove, Recticel defined clear targets to be met by
2025 or 2030. These are measured through key performance indicators (KPI). In addition, we also
report on our commitments on an annual basis.
The summarized overview of our 2021 results can be found in the ‘Summary Table’ and in the
‘Sustainability Strategy Summary’ followed by the ‘Independent limited assurance report’ at
the end of this Non-Financial Information statement.
The results relate to the 100% Recticel owned entities. Joint ventures are not in scope. Over
2021, we exclude the former FoamPartner sites integrated as of 31 March 2021 in the Engineered
Foams business line.
2.3.4.1 Targets related to the environment
2.3.4.1.1 Climate Action Plan
KPI 1: Climate-Positive Multiple (ratio between avoided emissions and carbon footprint scope 1, 2, 3)
11
Target: 75 (by 2030)
Result: 51
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 (completed on 31 March 2022) 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.
KPI 2: Recticelcarbon footprint (scope 1, 2, 3 intonnesof CO
2
equivalent)
12
Target : Reduction of 40% by 2030 (2013 baseline, target in line with EU Green Deal -55% vs 1990)
Result: 79% (21% reduction versus the 2013 basis)
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.
11 Recticel Carbon Footprint Indicator 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.
12 Using appropriate methods of calculation per type of product and using appropriate conversion factors
calculated by a third party
Recticel annual report 2021 88
KPI 3: Carbon intensity (ratio between scope 1
and 2, intonnesof CO
2
e/MioEUR revenue)
13
Target: Reduction of 25% by 2025 (baseline:
2020)
Result: 17%
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.
As a result, with comparable sales volumes
and energy consumption, revenue increased
leading to a 17% reduction in carbon intensity
compared to the previous year.
Background
The aim of the 2015 United Nations COP 21
Paris Agreement is to fight climate change by
limiting the increase of the global temperature
above pre-industrial as much as possible.
Recticel contributes to this goal by optimizing
its carbon footprint throughout the value chain,
alongside its partners.
We focus on introducing raw materials with
lower GWP (global warming potential) values
as well as lower-carbon impact raw materials,
improving the energy efficiency of our
activities, and developing more sustainable
products and end-of-life solutions that support
a circular economy.
We estimate that, in 2021, the CO
2
emissions
avoided by our insulation solutions offset
over 51 times our carbon impact throughout
the value chain.
To optimize our carbon footprint, we want to
reduce our negative impact and increase our
positive impact in a significant way. In line with
these goals, we focus on areas in our value
chain where the biggest progress in carbon
footprint reduction can be made: upstream
(raw materials) and downstream (usage and
end-of-life phases).
In parallel, we have introduced in 2020 a
company-wide electricity sustainability
roadmap to reduce the impact of our
company’s electricity usage by 75% in
2025
14
. We measure the success of our
efforts through carbon intensity, providing
transparency on the scope 1 and scope 1
emissions compared to our sales.
2.3.4.1.2 Transition to a
circular economy
KPI 1: Tonnesof post-consumer flexible
polyurethane foam produced by Recticel from
recycled mattresses
Target: 5,000tonnesby 2025
Result: 1,864 tonnes
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.
KPI 2: Ratio between lower-carbon raw
materials
15
and overall raw material consumption
Target: 10% by 2025
Result: We will report on this KPI earliest as
of 2023.
End 2018, Recticel was the first company
world-wide to introduce Covestros innovative
CO
2
polyol in the flexible foams production of
mattresses such as Geltex. We continued our
R&D partnerships with our suppliers which
will result in the coming years in more lower
carbon footprint raw materials. New products
will be launched by mid-2022 based on
renewable and recycled polyols.
Commitment:
PUReSmartproject, a breakthrough in chemical
recycling of flexible polyurethane foam
We are proud to support, and be the project
leader of, the groundbreaking PUReSmart
chemical recycling project. The project is
funded by the European Unions Horizon
2020 Innovation and Research programme to
develop a complete circular product life cycle
and turn polyurethane into a truly sustainable
material: recover the used material (e.g.,
mattresses) and turn them into building blocks
for existing or new products.
Project partner Covestro, leading producer
of advanced polymers and high-performance
plastics, has recently started operating a
pilot plant for flexible foam recycling at its
Leverkusen site to confirm the positive
laboratory results achieved to date. The first
tests are showing highly promising results on
very high yield and selective recovery of the
original polyol component and full replacement
in new polyurethane formulations.
Pilot tests are ongoing to confirm the
equally promising results for the isocyanate
component. Covestro´s goal here is to
industrialize chemical recycling processes for
used flexible foams and ultimately to remarket
both recovered raw materials.
16
In parallel
with the technical studies, an environmental
Life Cycle Analysis (LCA) is carried out. The
first indicative results confirm the original
assumption of approximately 30% carbon
footprint reduction.
Background
Recticel supports the transition from the linear
‘take, make, dispose’ economic model to a
circular economy. We do this by concentrating
our R&D efforts on raw materials and on end-
of-life, the two areas where innovation along
the value chain can have the biggest impact
on minimizing demand for constrained natural
resources. Partnerships throughout the value
chain are key to transform our industry.
As for raw materials, we have set ourselves
the ambitious target of further increasing the
percentage of lower-carbon raw materials
we use to manufacture our products. Our
2025 target of 10% is in line with the EU’s
Sustainable Carbon Cycles plans ambition of
realizing 20% of carbon used in the chemical
and plastic products from sustainable non-
fossil sources by 2030.
This requires close cooperation with our
suppliers and long-term R&D partnerships
throughout the value chain to explore, test and
introduce raw materials with a lower carbon
footprint into our production processes.
17
13 Scope 1 defined as direct emissions from owned or controlled sources such as company facilities, company vehicles) and scope 2 as generation of purchased electricity, steam, heating and cooling (GHG Protocol)
14 See Energy consumption
15 Renewable, bio-based, Carbon Capture and Utilisation, recycled, mass balanced approach
16 See ‘Chemical recycling’
17 See ‘Sustainable innovation programmes driving the change
Recticel annual report 2021 89
2.3.4.1.3 Innovation for societal needs
KPI 1: Sustainability Index (scope: innovation
pipeline Sustainable Innovation Department
(hereinafter “SID”))
Target: 80% of active R&D projects classified
as sustainable according to the Sustainability
Index.
Result: 68% (scoring performed over R&D
projects active in December 2021)
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 for a project to be classified as
sustainable, the metrics of the Sustainability
Index should be considered amongst other,
qualitative factors. Compared to the result over
last year, we see an increase of 10% although
we did not achieve our target of 80%. We
consider that the choices of the projects are
fully in line with our strategic intentions.
KPI 2: Sustainable R&D projects ready to be
brought to market
Target: ≥ 3 every year
Result: 5
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 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.
Background
Our continued growth depends on our
ability to respond to complex and dynamic
societal needs. Therefore we strive to
develop innovative solutions that contribute
to mitigating climate change, maximize
resource efficiency, reduce carbon emissions
and support sustainable, healthy lifestyles.
Sustainability is at the core of Recticel’s
strategy, and sustainable innovation
programmes, led by our Sustainable Innovation
Department (SID), shape our company’s future.
Sustainability index to assess performance
We have aligned our R&D efforts with
market expectations and societal needs and
introduced our Sustainability Index to assess
their performance.
In 2014, we developed our own methodology
to score all research and development
projects, spearheaded by the Sustainable
Innovation Department. The resulting
Sustainability Index, now in its 2
nd
generation,
is a way to measure, track and compare the
sustainability performance of active R&D
projects. It comprises criteria linked to Planet
and People aspects. Projects are scored by the
Programme Innovation Manager, Corporate
Sustainability Innovation Manager and
corporate sustainability experts.
In the Planet aspect, criteria such as carbon
footprint, reduced by saving resources,
recycling and reusing end-of-life materials,
are considered. The People aspect concerns
criteria for social responsibility, such as health,
safety and environment (HS&E) as well as
social impact.
Each development is rescored on an annual
basis or when the project enters a new phase,
with scorings reviewed when significant
changes are made to a project’s scope, or
when important new research data have
become available. People or Planet criteria can
be rescored either in a positive or negative way
depending on new insights or developments
on the market or the product.
Measuring sustainable innovation success
In 2021, we introduced a new KPI to assess
the success of our Sustainable Innovation
Department’s R&D innovation programmes.
We do this by measuring the number of
sustainable R&D projects ready to be brought
to market each year. Active R& projects are
evaluated based on their sustainability index
score, the stage gate process methodology
and financial criteria.
Recticel annual report 2021 90
2.3.4.2 Targets related to social matters and personnel
2.3.4.2.1 Sustainable
partnerships
Commitment: Ensure that supplies are
compliant with the Recticel Supplier
Sustainability Requirements and audited
based on risk assessment
Our partners are indispensable in helping us
to achieve a more sustainable value chain.
In 2015, we introduced the Recticel Supplier
Sustainability Requirements (RSSR) to
ensure safe, environmental-friendly, ethical
and respectful working and human rights
conditions throughout the supply chain.
We integrated the RSSR in our General Terms
and Conditions in 2017.
As a condition of doing business with Recticel,
suppliers and their subcontractors must
authorize Recticel and its representatives
(including third parties) to perform audits both
on-site and off-site.
We have committed to developing an action
plan to verifying and audit our suppliers based
on risk assessment. Due to the strategic
overhaul of the Recticel Group in 2021, the
action plan has been delayed.
Commitment: Reinforce R&D partnerships
with customers, knowledge institutes,
universities and strategic suppliers on
sustainable development
Our vision is to be the leading global provider
of durable solutions in all our core 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 strongly believe
in short-term efficiency, mutual benefits of
partnerships along the value chain, innovation
and long-term sustainability. In 2021, we
entered new partnerships with 31 parties,
ranging from universities, customers to
suppliers in order to lower the carbon footprint
of our products and solutions.
Commitment: Continue and expand long-
term partnerships for social projects
As an international company active in 19
countries and 40 sites, Recticel supports
projects and initiatives on bothlocal
andGroup levels.On a local level, countries
or sitessupport those initiatives that resonate
most in their communities. The support
given can vary from financial contributions
to the provision of goods and services.On a
corporate level, Recticel favours those projects
which are linked to our core values, our
sustainability strategy or theUnited Nations
Sustainable Development Goals. We focus
particularly onthose where Recticel expertise
and activities are most relevant, such as:
'Climate Action','Responsible Consumption
and Production', Sustainable Cities and
Communities, ‘Decent Work And Economic
Growth', 'Good Health and Well-being', and
'Partnerships for the Goals'.
Close The Gap is an international non-profit
organisation that aims to bridge the digital
divide by offering high-quality, pre-owned
computers donated by large and medium-
sized corporations or public organisations
to educational, medical, entrepreneurial and
social projects in developing and emerging
countries. Recticel joined this initiative in 2015.
To date, 3000 PCs have been refurbished
and given a second life.Besidesthe social
dimension of this project, the environmental
benefit is impressive: giving one computer a
second life avoids the use of 250 kg of fossil
fuels, 20 kg of chemicals and 1.5 tonnes of
water. The initiative is aperfect fit with our
ambition to reduce the negative impact of our
activities and increase their positive impact.
YouthStart Belgium is a licensed Partner of
NFTE Global, a worldwide organisation offering
training programmesin entrepreneurship
to underprivileged youth and young adults.
YouthStart Belgium started in 1998. Together
with all NFTE partners around the world,
more than 800,000 young people were
trained to achieve their dreams. This project
fits perfectlywith our commitment to create
an inspiring and rewarding place to work
where talents can develop. It also stimulates
young adults to pursue their dreams,take
up responsibilities, be innovative and
perhapsbuild their own company.
Recticel’s Living The Values Award (LTVA)
campaign is organized periodically to recognize
and reward Recticel colleagues and teams
worldwide who lead by example. The five
winners or representatives of the winning
teams are invited by the Management
Committee to the LTVA ceremony in Brussels.
The winners receive a personal reward and
donate, on behalf of Recticel, to a charity
of their choice. So far the winners have
supported charities in Belgium, China, Senegal,
the UK, Germany, the US, Poland, Finland and
the Czech Republic.
2.3.4.2.2 Lower HS&E
impact of our activities
and products
KPI 1: Frequency1(Lost Time Accidents
representingthe average on Group level for all
our plants and offices)
Target: ≤2 by 2025 (number of LTAs x
1,000,000 / number of hours performed).
Result: 6,41
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.
KPI 2: Frequency 2 (Lost Time Accidents +
Restricted Work Cases + MedicalTreatment
Cases)
Target: ≤5 by 2025 (number of
LTAs+RWC+MTC x 1,000,000 / number of
hours performed).
Result: 10,4
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.
Recticel annual report 2021 91
Commitment: Proactive approach towards
compliance on the substances within the
European Green Deal Chemicals Strategy for
Sustainability by striving for a zero chemical
hazard impact of our activities and products
In order to minimize our impact on health,
safety and environment within our activities
and on our products, Recticel is taking a
pro-active approach even going beyond
legal frameworks such as REACH within
the Chemicals Strategy for Sustainability.
We have installed an internal procedure to
ban chemicals beyond actual and up-coming
legislation and directives.
In 2021, Engineered Foams launched Niva,
a new range of fire-retardant foams for
bedding and furniture. Flame resistance
characteristics are crucial to ensure the
safety and legal compliance of materials
used in bedding and upholstery products.
One of the main fire retardants is TCPP, a
halogenated P-ester fire retardant, which is
highly effective.However, legislation is set
to become even more stringent, and it is
inevitable that such substances will eventually
be phased out in mattress production and
replaced by halogen-free alternatives. Recticel
has proactively anticipated this challenge with
the development of the NIVA range.
Background
The Recticel Corporate HS&E Policy defines
strategic objectives to minimize all HS&E
risks and environmental impacts inherent
to the companys activities and products.
This is above and beyond our basic obligation
to comply with all applicable health, safety and
environmental regulations.
We perform root cause analyses and
implement corrective and preventive actions
on critical operations. Recticel foaming sites
adhere to strict regulations (such as SEVESO
and/or COMAH), and several plants have
certified health & safety and/or environmental
management systems (OHSAS 18001 and/
or ISO 14001-certified). Recticel is an active
member of national and European professional
associations such as EUROPUR, PU Europe,
Essenscia and Federplast.
The Group HS&E Manual provides guidance
for the implementation of the HS&E Policy.
QHS&E managers in our business lines drive
and support the change in safety culture by
developing operational standards, improving
working environments, raising awareness and
training personnel.
Corporate HS&E and Sustainability Steering
Committee
Management commitment to HS&E is
reinforced by our Corporate HS&E and
Sustainability Steering Committee (CHSSC)
spearheaded by our CEO. It defines Group
strategies and policies regarding HS&E
and sustainability, advises and assists the
business lines with their implementation and
follows up on progress.
By sharing knowledge and unifying HS&E
practices, such as standardized root cause
analysis, and HS&E rules company-wide, we
seek to make our processes more efficient.
We have implemented an integrated Group
HS&E tool to support alignment, improve
follow-up and reporting, underpin best
practices and facilitate the monitoring of
changing regulations.
We never compromise on safety
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 hold every year a Recticel
Global Safety Day. It relays the important
message: safety is everyone’s responsibility.
In 2021, during the COVID-19 pandemic,
we organized a Safety Day in 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 that can transform our safety
performance.
At the same time, the winners of the 2020
Annual Safety Awards were announced:
Recticel Engineered Foams in Alfreton, UK
Plant with Lowest Accident Frequency Rate
Recticel Insulation in Wevelgem, Belgium
Plant with Highest Accident Frequency Rate
Improvement
Recticel Insulation
Business Line with Highest Accident
Frequency Rate Improvement
2.3.4.2.3 An inspiring and
rewarding place to work
KPI 1: %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)
Target: Maximize e-learning
Result: Legal programme: Data Protection: 94%;
Ethics Policy: 94%; Basics of Contract Law: 94%;
Cybersecurity Programme: DIGIWIZZ: 96%
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.
Recticel annual report 2021 92
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.
The new colleagues from FoamPartner, since
31 March 2021 integrated in the Engineered
Foams business line, are included in the 2021
result for both programmes
KPI 2: Gender diversity in senior management
Target: 25% by 2030
Result: 18%
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. The new
colleagues from FoamPartner, since 31 March
2021 integrated in the Engineered Foams
business line, are included in the 2021 result.
Commitment: Implement in 2022 a
collective sustainability objective for senior
management connected to the sustainability
strategy
When we launched our sustainability roadmap
2021 – 2025, we committed to introducing
a collective sustainability objective for
senior management positions across the
organisation. Senior managers play a pivotal
role in translating our sustainability targets
into SMART actions for their business line or
function.The collective sustainability objective
is connected to our renewed sustainability
strategy with ambitious targets for 2025 and
2030 to reduce our carbon footprint.
Commitment: Follow-up on well-being
score through the annual Employee
Performance Management Discussion
(EPMD)
In December 2020, Recticel introduced HR4U,
a new tool for managing HR processes and
data for white collar employees in a uniform
and streamlined way across the organization.
The annual employee performance
management discussion (EPMD) became an
integral part of HR4U in 2021. In parallel, the
section on well-being was revised for the 2021
cycle to ask for voluntary feedback on the
employee’s daily work. Employees have the
opportunity to give an overall score on how
they are doing in their daily work and to share
additional feedback on topics such as work
content, workload and work relationships. The
EPMD will be closed end of March 2022 after
which the HR organisation will analyse the
input for further follow-up.
Commitment: Continue to improve
employee engagement
End of March 2021, Recticel closed the
acquisition of FoamPartner, a global provider
of high value-added technical foams solutions
offering significant complementarity and
synergy with Recticel. 1,100 FoamPartner
colleagues joined the Flexible Foams business
line to form the new Recticel Engineered
Foams business line, almost doubling the
number of employees of the division.
18 See also ‘Diversity Statement’ in ‘Corporate Governance Statement’
Employee engagement was high on the
agenda of this acquisition, Recticel Group
largest ever. A Pulse Check campaign was
set up to regularly collect, share and respond
to employee feedback along the integration
process. Three successive Pulse Checks
took place in nine months. The questions in
the surveys addressed both the integration
process and cultural aspects. The findings
were shared within the organisation and
helped defining appropriate measures for
improvement.
Background
Recticel’s skilled and creative employees
enable us to excel and achieve our sustainable
growth ambitions. Success comes from being
able to attract, motivate and retain a talented
pool of workers. We seek to offer all our
employees a stimulating and rewarding place
to work, a place where they feel engaged,
contribute to company goals, and where their
talents can develop. We foster a collaborative
and result-driven culture based on cooperation,
respect,integrity and accountability. We
encourage colleagues, customers and partners
to innovate together to deliver winning
solutions. Our human resources strategy
aims to ensure the availability, engagement,
motivationand continuous development of our
employees.
We act with respect and integrity
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.
Recticel is present in 19 countries with many
nationalities. Recticel is an equal employer and
training and development, and is committed to
a fair and consistent approach to recruitment
and selection. Recticel wants to hire all
candidates irrespective of age, disability,
gender reassignment, marriage or civil
partnership, pregnancy and maternity, race,
religion and belief, sex and sexual orientation
or hours of work.
Recticel is an equal opportunity employer who
offers men and women the same opportunities
to develop their talents, build a career and
balance work-life by offering the opportunity to
work full-time or part-time at every stage of this
career
18
.
Recticel annual report 2021 93
Currently one woman is represented in the Management Committee. Furthermore, one third of
the members of the Board of Directors is a woman, in accordance with article 7:86 of the Belgian
Companies and Associations Code.
The selection process of the members of the Board of Directors is described in the Corporate
Governance Charter of Recticel, with the aim to come to a composition that is diverse in all its
aspects, both at the level of gender, nationality, background, professional experience, competence
and education.
See also ‘1. A new future built on sustainable innovation’ and corporate website.
Total number of employees by employment
contract by gender
Total number of employees by employment
contract by region
permanent
permanent
temporary
temporary
male
male
female
female
western
europe
eastern
europe
rest of
the world
6,000
6,000
4,000
4,000
2,000
2,000
0
0
total
total
5,100
5,100
214
172
3,224
3,563
1,590
777
474
4,814
4,814
72
114
0
286
286
Total number of employees by employment
type by gender
6,000
4,000
2,000
0
total
5,100
160
3,278
4,632
1,354
308
468
* Workforce profile based on 100% Recticel owned entities (excluding JVs, including FoamPartner employees (since 31 March 2021 integrated in
the Engineered Foams division)).
fulltime parttime
WORKFORCE PROFILE*
Recticel annual report 2021 94
2.3.4.3 Targets related to ethics
and integrity
From the start of the sustainability strategy in 2015 until 2020 included, Recticel had established a
target to increase the number of legal e-learnings wit 5% per year (cumulative) compared to 460
in 2015. In 2020, the result was 2,866, a 623% increase compared to the baseline.
The legal trainings have now been integrated in KPI 1 for An inspiring and rewarding place to work’.
Background
The legal training creates, increases and maintains awareness with Recticel employees regarding
legislation as well as internal codes and policies to limit the company’s risks of non-compliance.
Acting with respect and integrity is one of our core values. Respectful behaviour acknowledges
the worth, dignity and uniqueness of others. We have created codes and policies to ensure we
do business honestly, respectfully, and in full compliance with international rules and regulations.
A clear set of values and respectful behaviours unites our organisation. Redefined in 2016, our
values align our actions and attitudes towards internal and external stakeholders. Behaviours
associated with the five key values give direction to our employees and stakeholders.
Recticel highly values the importance of legal training, especially for those target groups
who, due to the nature of their professional activities, are at a higher risk of being exposed to
noncompliant situations, bribery or corruption. Our Corporate Legal Team regularly provides face-
to-face training sessions and subject specific e-learning modules.
Ethics and compliance as part of our DNA
Corporate compliance is embedded in all our policies. We have developed guidelines for
awareness creation, templates for reporting compliance issues, whistleblowing procedures and
speak-up communication channels that enable employees to address issues in a variety of ways.
Recticel is aware of corporate risks, and we apply due diligence to both our own operations and
supply chain. Where specific risks or exposure to noncompliant situations, bribery or corruption
have been identified, policies are implemented that provide guidelines on how to avoid or mitigate
them. Recently, the whistleblowing procedure has been updated, translated in 14 languages and
published in early 2020 in order to complement our Ethics Policy of 2017.
2.3.4.4 Targets related to human rights
Regarding the respect of human rights, Recticel has, as a precautionary measure, taken over
the obligation in its purchasing conditions that its suppliers do business in an ethical, correct,
transparent, trustworthy and social responsible way and that they guarantee that nor their
personnel or subcontractors are involved in discrimination, violation of human rights, corruption,
violation of antitrust laws, child labor, forced labor, slavery or other unacceptable labor working
conditions or terms. In this framework, the suppliers need to comply strictly with the ‘Recticel
Supplier Sustainability Requirements (RSSR)’. At first request of Recticel the suppliers need to
be able to demonstrate that they respect this RSSR. Recticel is committed to putting a control
mechanism in place to conduct audits within the supply chain based on risk assessment (see
‘Sustainable Partnerships’).
Summary
The table on the next page provided a summary of Recticel’s sustainability strategy regarding the
five material aspects, ten KPIs and targets in scope over 2021:
Recticel annual report 2021 95
Sustainability Index (percentage
of active R&D projects classified a
sustainable)
Sustainable R&D projects ready to be
brought to market
5
Tonnesof post-consumer
polyurethane foam produced by
Recticel from recycled mattresses
Frequency1(Lost Time Accidents
representingthe average on Group level for
all our plants and offices)
Frequency 2 (Lost Time Accidents +
Restricted Work Cases + MedicalTreatment
Cases representing the average on Group
level for all our plants and offices)
%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)
1
Legal programme:
- Data protection: 94%
- Ethics policy: 94%
- Basics of contract law: 94%
Cybersecurity programme:
- DIGIWIZZ: 96%
Gender diversity in senior management
1
Climate-Positive Multiple (ratio between
avoided emissions and carbon footprint
scope 1, 2, 3)
Recticelcarbon footprint (scope 1, 2, 3
intonnesof CO
2
equivalent)
Carbon intensity (ratio scope 1 and 2,
intonnesof CO
2
e/mioEUR revenue)
68%
1,864
6,41
10,4
18%
51
INNOVATION FOR
SOCIETAL NEEDS
TRANSITION TO A
CIRCULAR ECONOMY
LOWER HS&E IMPACT
OF OUR ACTIVITIES
AND PRODUCTS
CLIMATE ACTION
PLAN
INSPIRING AND
REWARDING PLACE
TO WORK
MATERIAL ASPECT KPI 2021
919,659
27,41
SUMMARY TABLE
Recticel’s material topics and related KPIs
(table subject to PwC limited assurance) (*)
* The Independent Limited Assurance report by PwC covering 2021 can be found as an annex to the Non-Financial Information Statement of Recticel.
1 The results include FoamPartner employees (since 31 March 2021 integrated in the Engineered Foams division).
Recticel annual report 2021 96
Sustainability strategy summary
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
Recticel annual report 2021 97
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 98
2.3.5 Independent limited
assurance report on selected
sustainability indicators of
the non-financial information
statement
PwC Bedrijfsrevisoren bv - PwC Reviseurs d'Entreprises srl - Risk Assurance Services
Maatschappelijke zetel/Siège social: Culliganlaan 5, B-1831 Diegem
T: +32 (0)2 710 4211, F: +32 (0)2 710 4299, www.pwc.com
BTW/TVA BE 0429.501.944 / RPR Brussel - RPM Bruxelles / ING BE43 3101 3811 9501 - BIC BBRUBEBB /
BELFIUS BE92 0689 0408 8123 - BIC GKCC BEBB
To the Board of Directors of Recticel NV
INDEPENDENT LIMITED ASSURANCE REPORT ON SELECTED SUSTAINABILITY
INDICATORS OF THE NON-FINANCIAL INFORMATION STATEMENT 2021 OF
RECTICEL NV AND ITS SUBSIDIARIES
_________________________________________________________________________________
This report has been prepared in accordance with the terms of our engagement contract dated
8 November 2021 (the “Agreement”), whereby we have been engaged to issue an independent limited
assurance report in connection with selected Sustainability Indicators in the non-financial information
statement 2021 as included in the Annual Report of Recticel NV and its subsidiaries as of and for the
year ended 31 December 2021 (the “Report”).
The Directors’ responsibility
The Directors of Recticel NV (“the Company”) are responsible for the preparation and presentation of
the selected Sustainability Indicators presented in the Summary Table “Recticel’s material topics and
related KPIs” as included in the non-financial information statement 2021 of the Annual Report of
Recticel NV and its subsidiaries (the “Subject Matter Information”), in accordance with the criteria
disclosed in the Report (the “Criteria”).
This responsibility includes the selection and application of appropriate methods for the preparation of
the Subject Matter Information, for ensuring the reliability of the underlying information and for the use
of assumptions and estimates for individual sustainability disclosures which are reasonable in the
circumstances. Furthermore, the responsibility of the Directors includes the design, implementation
and maintenance of systems and processes relevant for the preparation of the Subject Matter
Information that is free from material misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an independent conclusion about the Subject Matter Information based
on the procedures we have performed and the evidence we have obtained.
We conducted our work in accordance with the International Standard on Assurance Engagements
3000 (Revised) “Assurance Engagements other than Audits or Reviews of Historical Financial
Information” (ISAE 3000), issued by the International Auditing and Assurance Standards Board. This
standard requires that we comply with ethical requirements and that we plan and perform the
engagement to obtain limited assurance as to whether any matters have come to our attention that
cause us to believe that the Subject Matter Information has not been prepared, in all material respects,
in accordance with the Criteria.
Recticel annual report 2021 99
2 of 3
The procedures performed in a limited assurance engagement vary in nature and timing from, and are
less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance
obtained in a limited assurance engagement is substantially lower than the assurance that would have
been obtained had a reasonable engagement been performed. The selection of such procedures
depends on our professional judgement, including the assessment of the risks of material
misstatement of the Subject Matter Information in accordance with the Criteria. The scope of our work
comprised the following procedures:
assessing and testing the design and functioning of the systems and processes used for data-
gathering, collation, consolidation and validation, including the methods used for calculating
and estimating the Subject Matter Information as of and for the year ended 31 December 2021
presented in the Report;
conducting interviews with responsible officers;
reviewing, on a limited test basis, relevant internal and external documentation;
performing an analytical review of the data and trends in the information submitted for
consolidation;
considering the disclosure and presentation of the Subject Matter Information.
The scope of our work is limited to assurance over the Subject Matter Information. Our assurance
does not extend to information in respect of earlier periods or to any other information included in the
Report.
Our independence and quality control
Our engagement has been carried out in compliance with the legal requirements in respect of auditor
independence, particularly in accordance with the rules set down in articles 12, 13, 14, 16, 20, 28 and
29 of the Belgian Act of 7 December 2016 organizing the audit profession and its public oversight of
registered auditors, and with other ethical requirements of the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International
Ethics Standards Board for Accountants (IESBA Code), which is founded on fundamental principles of
integrity, objectivity, professional competence and due care, confidentiality and professional
behaviour.
Our firm applies International Standard on Quality Control 1 and accordingly maintains a
comprehensive system of quality control including documented policies and procedures regarding
compliance with ethical requirements, professional standards and applicable legal and regulatory
requirements.
3 of 3
Our conclusion
Based on the procedures we have performed and the evidence we have obtained, nothing has come
to our attention that causes us to believe that the selected Sustainability Indicators presented in the
Summary Table “Recticel’s material topics and related KPIs” for the year ended 31 December 2021,
as included in the non-financial information statement 2021 of the Annual Report of Recticel NV and
its subsidiaries have not been prepared, in all material respects, in accordance with the criteria
disclosed in the Report.
Other ESG related information
The other information comprises all of the ESG related information in the Report other than the
Subject Matter Information and our assurance report. The directors are responsible for the other ESG
related information. As explained above, our assurance conclusion does not extend to the other ESG
related information and, accordingly, we do not express any form of assurance thereon. In connection
with our assurance of the Subject Matter Information, our responsibility is to read the other ESG
related information and, in doing so, consider whether the other ESG related information is materially
inconsistent with the Subject Matter Information or our knowledge obtained during the assurance
engagement, or otherwise appears to contain a material misstatement of fact. If we identify an
apparent material inconsistency or material misstatement of fact, we are required to perform
procedures to conclude whether there is a material misstatement of the Subject Matter Information or
a material misstatement of the other information, and to take appropriate actions in the circumstances.
Other matter - restriction on use and distribution of our report
Our report is intended solely for the use of the Company, to whom it is addressed, in connection with
their Report as of and for the year ended 31 December 2021 and should not be used for any other
purpose. We do not accept or assume and deny any liability or duty of care to any other party to whom
this report may be shown or into whose hands it may come.
Diegem, 28 April 2022
PwC Bedrijfsrevisoren BV/Reviseurs d'Entreprises SRL
Represented by
Marc Daelman
1
Registered auditor
1
Marc Daelman BV, member of the Board of Directors, represented by its permanent representative Marc Daelman
Recticel annual report 2021 100
2.3.6 Taxonomy eligibility
Introduction
The Taxonomy Regulation is a key component of the European Commissions action plan to
redirect capital flows towards a more sustainable economy. It represents a major step towards
achieving carbon neutrality by 2050 in line with European Union goals as the Taxonomy is a
classification system for environmentally sustainable economic activities.
In the following section, Recticel presents the share of the group turnover, capital expenditure
(Capex) and operating expenditure (Opex) for the reporting period 2021, which are associated
with Taxonomy-eligible economic activities
19
related to the first two environmental objectives,
climate change mitigation and climate change adaptation, in accordance with Art. 8 Taxonomy
Regulation and Art. 10 (2) of the Art. 8 Delegated Act.
Taxonomy-eligibile economic activities
We have examined the relevant Taxonomy-eligible economic activities based on our activities in
2021, and assigned them to the economic activities of our entire Insulation business line in
accordance with Annex I and II of the Climate Delegated Act. The table below indicates for which
environmental objective the activities qualify as eligible over 2021:
19 See Definitions
20 See Recticel expands its insulation activities with the acquisition of the insulated panel specialist Trimo | Recticel
Relevant judgement on the taxonomy-eligibility of our activities
Our taxonomy-eligibility assessment is based on the economic activities in scope for the
financial reporting year 2021 by the Taxonomy Regulation covering climate mitigation and climate
adaptation. We consider Recticel’s insulation activities over 2021 to be taxonomy-aligned for the
environmental objective of climate mitigation.
This narrow definition expresses no opinion on Taxonomy-eligibility of current economic activities
contributing to protection of water and marine resources, transition to a circular economy,
prevention of pollution or protection of biodiversity and ecosystems.
3.5 Manufacture of energy efficiency equipment for buildings
The description of activity 3.5 in Annex I to the Climate Delegated Act states that: ‘An economic
activity shall qualify as contributing substantially to climate change mitigation where that activity
contributes substantially to the stabilisation of greenhouse gas concentrations in the atmosphere
at a level which prevents dangerous anthropogenic interference with the climate system
consistent with the long-term temperature goal of the Paris Agreement through the avoidance or
reduction of greenhouse gas emissions or the increase of greenhouse gas removals, including
through process innovations and products innovations.
Our insulation activities help to improve energy efficiency by offering insulation solutions that
will reduce energy consumption in buildings. Referring to the technical screening criteria for
substantial contribution to climate change mitigation, they are aligned with ‘(e): insulating products
with a lambda value lower or equal to 0,06 W/MK.
Recticel announced in 2021 a strategic repositioning of the Group by divesting the Bedding
division (closing completed on 31 March 2022) and Engineered Foams business line (closing
expected mid-2022). From now on, Recticel will focus exclusively on its Insulation activities,
presenting excellent growth prospects in a high-value added business segment driven by climate
change. It perfectly illustrates our sustainability motto to grow together with our stakeholders
towards a PUre future. The acquisition of Trimo
20
, one of Europe’s leading providers of sustainable
premium insulated panels for the building industry, announced on 22 March 2022, is a key step in
our growth direction.
Our Insulation business
line offers high quality
PU- and PIR-based
thermal insulation
products used in
construction and
renovation projects.
Conserving energy
and promoting a low-
carbon society are
key objectives for our
Insulation business.
Over the lifetime of
their use, the insulation
products we sold in
2021 will offset 51
times our carbon
footprint for the year.
3.5 Manufacture of
energy efficiency
equipment for
buildings
25.21
ELIGIBLE ECONOMIC
ACTIVITY
DESCRIPTION
NACE CODE
CLIMATE
CHANGE
MITIGATION
CLIMATE
CHANGE
ADAPTATION
TAXONOMY-ELIGIBLE ECONOMIC ACTIVITIES
Recticel annual report 2021 101
Our activities
The eligible turnover, Capex and Opex relate solely to the Insulation segment
21
. Capex comprises
investments for growth, such as expansion investments and productivity improvements, as well
as going-concern investments, such as Health, Safety and Environment, replacement and other
general Capex. The eligible Opex comprises primarily research & development expenses.
21 See Financial Report 2.4.2.3.1
Relevant judgement on the taxonomy-non-eligibility of our activities
We consider that, over 2021, our Bedding and Engineered Foams activities are Taxonomy-non-
eligible for climate change mitigation or climate mitigation. This narrow definition expresses no
opinion on Taxonomy-eligibility of current economic activities contributing to protection of water
and marine resources, transition to a circular economy, prevention of pollution or protection of
biodiversity and ecosystems.
Definitions
Taxonomy-eligible economic activity means an economic activity that is described in the
delegated acts supplementing the Taxonomy Regulation (i.e. the Climate Delegated Act as of now)
irrespective of whether that economic activity meets any or all of the technical screening criteria
laid down in those delegated acts.
Taxonomy-non-eligible economic activity means any economic activity that is not described in the
delegated acts supplementing the Taxonomy Regulation.
Taxonomy-aligned economic activity means an economic activity that complies with all of the
following requirements:
a) the economic activity contributes substantially to one or more of the environmental
objectives;
b) it does not significantly harm any of the environmental objectives;
c) it is carried out in compliance with the minimum safeguards; and
d) it complies with technical screening criteria in the delegated acts supplementing the
Taxonomy Regulation (i.e. Climate Delegated Act as of now).
2.3.7 ESG performance
Since many years, Recticel has been committed to achieving robust performance on both
financial and non-financial criteria. Transparency on objectives and performance is key in earning
and retaining the trust and support of all stakeholders interested in companies with solid
environmental, social and governance (ESG) commitments and scores.
More information about our ESG scores is available on our corporate website.
* See Financial report 2.4.2.4.8 ‘Business Combinations’.
** Opex here defined as reported R&D expenses, excluding Bedding but including repair and maintenance.
PROPORTION OF TAXONOMY-ELIGIBLE AND TAXONOMY-
NON-ELIGIBLE ECONOMIC ACTIVITIES IN TOTAL TURNOVER,
CAPEX AND OPEX
Total
(MEUR)
Proportion of Taxonomy-eligible
economic activities (in %)
Proportion of Taxonomy-non-eligible
economic activities (in %)
Turnover
1,032,9 37,82 62,18
Capital expenditure
(Capex)
*
15,0 26,61 73,39
Operating expenditure
(Opex)
**
9,2 38,71 61,29
Eligible turnover:
37,82%
Non-eligible
turnover: 62,18%
Eligible CAPEX:
26,61%
Eligible OPEX:
38,71%
Non-eligible CAPEX:
73,39%
Non-eligible OPEX:
61,29%
Recticel annual report 2021 102
2.4 Financial
report
Recticel annual report 2021 103
2.4.1 Consolidated financial statements
The consolidated financial statements have been authorised for issue by the Board of Directors on 27 April 2022. They have been prepared in accordance with IFRS accounting policies, details of which
are given below.
2.4.1.1 Consolidated income statement
in thousand EUR
Group Recticel Notes* 2021 2020 restated ¹
Sales 2.4.2.3. 1,032,795 616,883
Cost of sales (845,405) (510,223)
Gross profit 2.4.2.4.1. 187,390 106,660
General and administrative expenses 2.4.2.4.2. (66,733) (44,230)
Sales and marketing expenses 2.4.2.4.2. (44,892) (32,408)
Research and development expenses 2.4.2.4.2. (9,186) (7,927)
Impairment of goodwill, intangible and tangible assets 2.4.2.3. (27) (2,352)
Other operating revenues 2.4.2.4.3. 20,121 19,043
Other operating expenses 2.4.2.4.3. (40,512) (30,383)
Income from associates 2.4.2.5.5. 371 703 ²
Operating profit (loss) 2.4.2.4.4. 46,532 9,106
Interest income 1,065 908
Interest expenses (6,838) (3,384)
Other financial income 7,136 3,106
Other financial expenses (5,901) (4,218)
Financial result 2.4.2.4.5. (4,538) (3,588)
Income from other associates 451 (5,790) ²
Impairment other associates 0 (5,525)
Change in fair value of option structures (7,315) 1,103
Result of the period before taxes 35,130 (4,694)
Income taxes 2.4.2.4.6. 14,335 (3,470)
Result of the period after taxes - continuing operations 49,465 (8,164)
Result from discontinued operations 2.4.2.4.7. 4,876 71,319
Result of the period after taxes - continuing and discontinued operations 54,341 63,155
of which share of the Group 53,522 63,151
of which non-controlling interests 819 4
* The accompanying notes are an integral part of this income statement.
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 in the Engineered Foams segment.
For comparison purposes, the formerly published 2020 income statements and cash flow statements have been restated accordingly.
2 A distinction has been made between Income from associates - included in operating profit (loss) - and Income from other associates - excluded from operating profit (loss).
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
TEMDA2 (Ascorium, formerly Automotive Interiors)
Recticel annual report 2021 104
2.4.1.2 Earnings per share 2.4.1.3 Consolidated statement of
comprehensive income
in thousand EUR
Group Recticel Notes* 2021 2020
Result for the period after taxes 54,341 63,155
Other comprehensive income
Actuarial gains (losses) on employee benefits recognized in equity 7,351 420
Deferred taxes on actuarial gains (losses) on employee benefits (1,469) 0
Currency translation differences that will not subsequently be recycled to profit
and loss
(274) 161
Share in other comprehensive income in joint ventures & associates that will not
subsequently be recycled to profit and loss
2.4.2.5.5. 0 (262)
Items that will not subsequently be recycled to profit and loss 5,608 319
Hedging reserves
0
(70)
Currency translation differences that subsequently may be recycled to profit and loss 10,795 (9,227)
Foreign currency translation reserve difference recycled in the income statement
0
18,311
Deferred taxes on retained earnings
0
(113)
Share in other comprehensive income in joint ventures & associates that
subsequently may be recycled to profit and loss
2.4.2.5.5.
0
(2,098)
Items that subsequently may be recycled to profit and loss
10,795
6,803
Other comprehensive income net of tax 16,403 7,122
Total comprehensive income for the period
70,744
70,277
Total comprehensive income for the period
70,744
70,277
Total comprehensive income for the period attributable to the owners of the
parent
69,926
70,273
Total comprehensive income for the period attributable to non-controlling
interests
819
4
Total comprehensive income for the period attributable to the owners
of the parent
69,926 70,273
Total comprehensive income for the period attributable to the owners
of the parent - Continuing operations
63,889 (9,662)
Total comprehensive income for the period attributable to the owners
of the parent - Discontinued operations
6,037 79,935
* The accompanying notes are an integral part of this statement of comprehensive income.
in EUR
Group Recticel Notes* 2021 2020 restated
Number of shares outstanding (including treasury shares) 55,963,420 55,742,920
Weighted average number of shares outstanding (before dilution effect) 55,519,330 55,174,425
Weighted average number of shares outstanding (after dilution effect) 56,282,863 55,381,032
Earnings per share
Earnings per share - continuing operations 0.89 (0.15)
Earnings per shares - discontinued operations 0.09 1.29
Earnings per share of continuing and discontinued operations 0.98 1.14
Earnings per share from continuing operations
Earnings per share from continuing operations - Basic 2.4.2.4.9. 0.89 (0.15)
Earnings per share from continuing operations - Diluted 2.4.2.4.10. 0.88 (0.15)
Earnings per share from discontinued operations
Earnings per share from discontinued operations - Basic 2.4.2.4.9. 0.09 1.29
Earnings per share from discontinued operations - Diluted 2.4.2.4.10. 0.09 1.29
Net book value 6.99 6.01
The basic earnings per share are calculated on the basis of the weighted average number of
shares outstanding during the period.
The diluted earnings per share are calculated on the basis of the weighted average number of
shares outstanding during the period, adjusted for dilutive subscription rights.
Recticel annual report 2021 105
2.4.1.4 Consolidated statement of financial position
in thousand EUR
Group Recticel Notes* 31 Dec 2021 31 Dec 2020
Capital 2.4.2.5.12.
139,909
139,357
Share premium
132,087
131,267
Share capital 271,996 270,624
Treasury shares (1,450) (1,450)
Other reserves
(13,037)
(22,487)
Retained earnings
129,176
98,760
Hedging and translation reserves
(4,270)
(11,372)
Elements of comprehensive income of discontinued operations
7,367 0
Equity (share of the Group)
389,782
334,075
Equity attributable to non-controlling interests
1,524
705
TOTAL EQUITY 391,306 334,780
Employee benefit liabilities 2.4.2.5.13.
39,135
52,342
Provisions 2.4.2.5.14.
21,993
18,979
Deferred tax liabilities 2.4.2.4.6.
36,229
12,173
Financial liabilities 2.4.2.5.15. 208,505 70,426
Other amounts payable 25 26
Non-current liabilities 305,887 153,946
Provisions 2.4.2.5.14.
3,386
1,598
Financial liabilities 2.4.2.5.15.
59,064
14,403
Trade payables 2.4.2.5.16.
120,247
88,923
Current contract liabilities 2.4.2.5.8.
9,081
15,183
Income tax payables
4,466
1,045
Deferred payables for share investments 18,749 0
Other amounts payable 2.4.2.5.16.
66,885
88,879
Liabilities directly associated with assets classified as held for sale
2.4.2.5.16.
76,668
0
Current liabilities
358,546
210,031
TOTAL EQUITY AND LIABILITIES
1,055,739
698,757
* The accompanying notes are an integral part of this statement of financial position. See also note 2.4.2.4.7. on
Discontinued operations and 2.4.2.4.8. on Business combinations.
in thousand EUR
Group Recticel Notes* 31 Dec 2021 31 Dec 2020
Intangible assets 2.4.2.5.1.
34,945
14,806
Goodwill 2.4.2.3.1. 13,721 24,139
Property, plant & equipment 2.4.2.5.2.
313,406
173,000
Right-of-use assets 2.4.2.5.3. 62,603 75,377
Investment property 7,564 3,331
Investments in associates 2.4.2.5.4.
12,709
12,351
Investments in other associates 2.4.2.5.5. 10,361 11,030
Non-current receivables 2.4.2.5.6.
18,730
25,760
Deferred tax assets 2.4.2.4.6.
46,845
25,298
Non-current assets
520,884 365,092
Inventories 2.4.2.5.7. 112,897 90,833
Trade receivables 2.4.2.5.9.
141,596
102,726
Other receivables and other financial assets 2.4.2.5.9.
15,869
57,929
Income tax receivables
4,660
1,452
Other investments 0 170
Cash and cash equivalents 2.4.2.5.10.
118,367
79,255
Assets classified as held for sale 2.4.2.5.11.
141,466
1,300
Current assets
534,855
333,665
TOTAL ASSETS 1,055,739 698,757
Recticel annual report 2021 106
2.4.1.5 Consolidated cash flow statement
in thousand EUR
Group Recticel Notes* 2021 2020 restated
Operating profit (loss) 2.4.2.4.4. 46,532 9,106
Amortisation of intangible assets 2.4.2.5.1. 4,790 1,543
Depreciation of tangible assets 2.4.2.5.2. 38,082 25,828
(Reversal) Impairment losses on intangible assets 2.4.2.5.1. 0 9
(Reversal) Impairment losses on tangible assets 2.4.2.5.2. 0 2,254
(Write-back)/Write-offs on assets (20) 1,325
Changes in provisions (5,376) 8,210
(Gains) / Losses on disposals of intangible and tangible assets (2,614) (130)
Income from associates (371) (704)
Other non-cash elements (3,448) 606
GROSS OPERATING CASH FLOW BEFORE WORKING CAPITAL MOVEMENTS 77,576 48,048
Inventories
(12,900) (4,753)
Trade receivables (16,338)
(60,869)
Other receivables 44,948
(1,074)
Trade payables 32,772 30,310
Other payables (9,036) 19,440
Changes in working capital 39,446 (16,946)
Trade & Other long term debts maturing within 1 year 11 16
Tax credit (non-current receivables) 7 74
Income taxes paid (8,112) (3,445)
Cash flow from operating activities (discontinued operations) 3,796 (24,603)
NET CASH FLOW FROM OPERATING ACTIVITIES (a) 112,724 3,146
Interests received 49 166
Dividends received 25 229
Acquisition FoamPartner, net of cash acquired (219,901) 0
Investments in and subscriptions to capital increases 0 (973)
Increase of loans and receivables (670) (26,099)
Decrease of loans and receivables 320 40,066
Investments in intangible assets 2.4.2.5.1. (1,865) (4,214)
Investments in property, plant and equipment 2.4.2.5.2. (11,542) (18,942)
Disposals of intangible assets 2.4.2.5.1. 36 0
Disposals of property, plant and equipment 2.4.2.5.2. 5,500 4,388
Proceeds from affiliates and joint ventures disposals 0 176,303
Disposals of investments held for sale 17 1,967
Recticel annual report 2021 107
in thousand EUR
Group Recticel Notes* 2021 2020 restated
(Increase)/Decrease of investments available for sale 0
16
Cash flow from divestment (investment) activities (discontinued operations) (5,470) (7,238)
NET CASH FLOW FROM DIVESTMENT (INVESTMENT) ACTIVITIES (b) (233,500) 165,669
Interests paid on financial debt (c) (3,551) (1,687)
Interests paid on lease debt (c) (104) (125)
Dividends paid (14,451) (13,254)
Increase (Decrease) of capital 1,372 1,797
Increase of financial debt 201,507 87,186
Decrease of financial debt 0 (202,204)
Decrease of lease debt (d) (17,995) (13,189)
Cash flow from financing activities (discontinued operations)
(3,018) 1,803
NET CASH FLOW FROM FINANCING ACTIVITIES (e) 163,760 (139,674)
Effect of exchange rate changes (f) 3,480 1,635
CHANGES IN CASH AND CASH EQUIVALENTS (a)+(b)+( e)+(f) 46,463 30,776
NET FREE CASH FLOW (a)+(b)(c)+(d) (142,426) 153,813
in thousand EUR
Group Recticel Notes* 2021 2020 restated
Net cash position opening balance (continued operations) 76,790
Net cash position opening balance (discontinued operations) 2,465
Net cash position opening balance (g) 79,255 48,479
Net cash position closing balance (h)
125,718 79,255
Net cash position closing balance (discontinued operations) 7,352
Net cash position closing balance (continued operations) 118,367
CHANGES IN CASH AND CASH EQUIVALENTS (h)-(g) 46,463 30,776
* The accompanying notes are an integral part of this cash flow statement.
Recticel annual report 2021 108
Changes in financial liabilities
For the year ending 31 December 2021
in thousand EUR
Group Recticel
31 Dec
2020
Cash
flows in
2021
Non-cash changes
New
leases
Reassessment
IFRS 16
Interests
accrued
Fair value
of hedging
instruments
Actualisation Amortisation Transfer
Exchange
differences
Transfer
to held for
sale
Change
in scope
31 Dec
2021
Long term borrowings 14,701 143,756 0 0 0 0 59 877 (620) 196 (1,958) 7,773
164,783
Short term borrowings 2,708 (13,481) 0 0 35 0 (0) 0 (246) (13) (252) 62,933
51,683
Lease liabilities 66,868 (19,114) 3,652 5,671 2,155 0 107 0 (1) 1,217 (17,544) 7,404
50,415
Accrued interest liabilities 553 (3,925) 0 0 3,691 (59) 0 0 (63) 227 (3) 267
689
Total liabilities from financing
activities
84,830 107,237 3,652 5,671 5,881 (59) 166 877 (931) 1,626 (19,757) 78,377
267,570
Change in scope relates to FoamPartner (Engineered Foams).
See also note 2.4.2.5.15. – Financial liabilities and note 2.4.2.5.3. – Right-of-use assets.
For the year ending 31 December 2020
in thousand EUR
Group Recticel
31 Dec
2019
Cash flows
in 2020
Non-cash changes
New leases
Reassessment
IFRS 16
Interests
accrued
Fair value
of hedging
instruments
Actualisation Amortisation Transfer
Exchange
differences
Change
in scope
31 Dec
2020
Long term borrowings 19,773 (5,564) 0 0 0 0 54 286 0 152 0
14,701
Short term borrowings 100,922 (98,161) 0 0 0 0 0 (70) 0 (5) 23
2,708
Lease liabilities 96,398 (20,852) 18,638 (48) 2,742 0 129 0 (219) (1,398) (28,524)
66,868
Accrued interest liabilities 657 (1,753) 0 0 1,536 2 0 (0) 0 120 (9)
553
Total liabilities from financing
activities
217,750 (126,329) 18,638 (48) 4,278 2 184 216 (219) (1,131) (28,510)
84,830
Change in scope relates to TEMDA2 GmbH (Ascorium - formerly Automotive Interiors).
See also note 2.4.2.5.15. – Financial liabilities and note 2.4.2.5.3. – Right-of-use assets.
Recticel annual report 2021 109
2.4.1.6 Statement of changes in shareholders’ equity
For the year ending 31 December 2021
in thousand EUR
Group Recticel Capital
Share
premium
Treasury
shares
Other
reserves
Retained
earnings
Translation
differences and
hedging reserves
Total shareholders'
equity
Non-controlling
interests
Total equity
Equity at the beginning of the period 139,357 131,267 (1,450) (22,487) 98,766 (11,378) 334,075 705 334,780
Restatement IFRS 16 * 0 0 0 0 (1,906) 0 (1,906) 0 (1,906)
Dividends 0 0 0 0 (14,469) 0 (14,469) 0 (14,469)
Stock options (IFRS 2) 0 0 0 786 0 0 786 0 786
Capital movements ¹ 552 820 0 0 0 0 1,372 0 1,372
Shareholders' movements 552 820 0 786 (14,469) 0 (12,311) 0 (12,311)
Profit or loss of the period 0 0 0 0 53,522 0 53,522 819 54,341
Other comprehensive income 0 0 0 7,077 (1,469) 10,794 16,403 0 16,403
Changes in scope 0 0 0 117 (117) 0 0 0 0
Total comprehensive income 0 0 0 7,194 51,936 10,794 69,925 819 70,744
Equity at the end of the period 139,909 132,087 (1,450) (14,507) 134,327 (584) 389,783 1,524 391,306
1 see note 2.4.5.12.
*Adjustment for reassessment of assumptions on dismantling and restoration costs.
Recticel annual report 2021 110
For the year ending 31 December 2020
in thousand EUR
Group Recticel Capital
Share
premium
Treasury
shares
Other
reserves
Retained
earnings
Translation
differences and
hedging reserves
Total shareholders'
equity
Non-controlling
interests
Total equity
Equity at the beginning of the period 138,494 130,334 (1,450) (25,621) 51,227 (18,288) 274,696 701 275,397
Dividends 0 0 0 0 (13,299) 0 (13,299) 0
(13,299)
Stock options (IFRS 2) 0 0 0 609 0 0 609 0 609
Capital movements
1
863 933 0 0 0 0 1,796 0 1,796
Shareholders' movements 863 933 0 609 (13,299) 0
(10,894) 0 (10,894)
Profit or loss of the period 0 0 0 0 63,151 0 63,151
4 63,155
Other comprehensive income 0 0 0
2,464 (2,252) 6,910 7,122 0 7,122
Total comprehensive income
0
0 0 2,464 60,899 6,910 70,273 4 70,277
Reclassification
0 0 0 61 (61) 0 0 0 0
Equity at the end of the period
139,357
131,267
(1,450) (22,487)
98,766 (11,378) 334,075 705
334,780
1 see note 2.4.5.12.
Recticel annual report 2021 111
2.4.2 Notes to the consolidated financial statements for the year
ending 31 December 2021
2.4.2.1 Summary of significant accounting policies
2.4.2.1.1 Statement of
compliance - basis of
preparation
Recticel NV/SA (the ‘‘Company’’) is a public
limited liability company incorporated in
Belgium and listed on Euronext Brussels.
The Company’s consolidated financial
statements include the financial statements
of the Company, its subsidiaries, interests in
jointly controlled entities (joint ventures) and
in associates, both accounted for under the
equity method (together referred to as ‘‘the
Group’’).
The consolidated financial statements have
been prepared in accordance with International
Financial Reporting Standards (IFRS) as
endorsed by the European Union.
The accounting standards applied in the
consolidated financial statements for the year
ended 31 December 2021 are consistent
with those used to prepare the consolidated
financial statements for the year ended
31 December 2020, except for changes in
accounting policies mentioned in the note here
below.
2.4.2.1.2 Changes in
accounting policies and
disclosures
Endorsement status of the new standards
as at 31 December 2021 (EFRAG status
report 10 December 2021)
The following amendments to standards are
mandatory for the first time for the financial
year beginning 1 January 2021 and have been
endorsed by the European Union:
Amendments to IFRS 4 Insurance
Contracts – deferral of IFRS 9 (effective
01/01/2021). This amendment changes
the fixed expiry date for the temporary
exemption in IFRS 4 Insurance Contracts
from applying IFRS 9 Financial Instruments,
so that entities would be required to apply
IFRS 9 for annual periods beginning on or
after 1 January 2023.
Amendments to IFRS 9, IAS 39, IFRS
7, IFRS 4 and IFRS 16 Interest Rate
Benchmark Reform – Phase 2 (effective
01/01/2021). These amendments
address issues that might affect financial
reporting after the reform of an interest
rate benchmark, including its replacement
with alternative benchmark rates. The
amendments are effective for annual periods
beginning on or after 1 January 2021, with
earlier application permitted.
Amendment to IFRS 16 Leases Covid
19-Related Rent Concessions (effective
01/06/2020, with early application
permitted). If certain conditions are met,
the Amendment would permit lessees, as a
practical expedient, not to assess whether
particular covid-19-related rent concessions
are lease modifications. Instead, lessees
that apply the practical expedient would
account for those rent concessions as if
they were not lease modifications.
The following new standard and
amendments have been issued, are not
mandatory for the first time for the financial
year beginning 1 January 2021 but have been
endorsed by the European Union:
IFRS 17 ‘Insurance contracts’ (effective 1
January 2023). This standard replaces IFRS
4, which currently permits a wide variety
of practices in accounting for insurance
contracts. IFRS 17 will fundamentally
change the accounting by all entities that
issue insurance contracts and investment
contracts with discretionary participation
features. On 17 March 2020, IASB decided
to defer pop effective date to annual
reporting periods beginning on or after 1
January 2023. The endorsement includes
the amendments issued by the Board in
June 2020, which are aimed at helping
companies implement the Standard and
making it easier for them to explain their
financial performance.
The EU regulation provides an optional
exemption from applying the annual cohort
requirement that relates to the timing of the
recognition of the profit in the contract, the
contractual service margin, in profit or loss.
Entities making use of the exemption are not
applying IFRSs as issued by the IASB and need
to disclose the fact.
Amendment to IFRS 16 Leases Covid
19-Related Rent Concessions beyond
30 June 2021 (effective 01/04/2021,
with early application permitted). The
amendments extend, by one year, the May
2020 amendment that provides lessees with
an exemption from assessing whether a
COVID-19-related rent concession is a lease
modification. In particular, the amendment
permits a lessee to apply the practical
expedient regarding COVID-19-related
rent concessions to rent concessions for
which any reduction in lease payments
affects only payments originally due on
or before 30 June 2022 (rather than only
payments originally due on or before 30
June 2021). The amendment is effective
for annual reporting periods beginning on
or after 1 April 2021 (earlier application
permitted, including in financial statements
not yet authorised for issue at the date the
amendment is issued).
Amendments to IFRS 3 Business
Combinations; IAS 16 Property, Plant
and Equipment; IAS 37 Provisions,
Contingent Liabilities and Contingent
Assets as well as Annual Improvements
Recticel annual report 2021 112
(effective 1 January 2022). The package
of amendments includes narrow-scope
amendments to three Standards as well as
the Board’s Annual Improvements, which
are changes that clarify the wording or
correct minor consequences, oversights
or conflicts between requirements in the
Standards.
Amendments to IFRS 3 Business
Combinations update a reference in
IFRS 3 to the Conceptual Framework
for Financial Reporting without
changing the accounting requirements
for business combinations.
Amendments to IAS 16 Property,
Plant and Equipment prohibit a
company from deducting from the
cost of property, plant and equipment
amounts received from selling items
produced while the company is
preparing the asset for its intended
use. Instead, a company will recognise
such sales proceeds and related cost
in profit or loss.
Amendments to IAS 37 Provisions,
Contingent Liabilities and
Contingent Assets specify which
costs a company includes when
assessing whether a contract will be
loss-making.
Annual Improvements 2018-2020
make minor amendments to IFRS 1
First-time Adoption of International
Financial Reporting Standards,
IFRS 9 Financial Instruments, IAS
41 Agriculture and the Illustrative
Examples accompanying IFRS 16
Leases.
The following amendments have been issued,
but are not mandatory for the first time for
the financial year beginning 1 January 2021
and have not been endorsed by the European
Union:
Amendments to IAS 1 ‘Presentation
of Financial Statements: Classification
of Liabilities as current or non-current’
(effective 01/01/2023), affect only the
presentation of liabilities in the statement
of financial position — not the amount or
timing of recognition of any asset, liability
income or expenses, or the information that
entities disclose about those items. They:
Clarify that the classification of
liabilities as current or non-current
should be based on rights that are in
existence at the end of the reporting
period and align the wording in all
affected paragraphs to refer to the
"right" to defer settlement by at least
twelve months and make explicit that
only rights in place "at the end of the
reporting period" should affect the
classification of a liability;
Clarify that classification is unaffected
by expectations about whether an
entity will exercise its right to defer
settlement of a liability; and make clear
that settlement refers to the transfer
to the counterparty of cash, equity
instruments, other assets or services.
Amendments to IAS 1 Presentation of
Financial Statements and IFRS Practice
Statement 2: Disclosure of Accounting
policies (effective 1 January 2023). The
amendments aim to improve accounting
policy disclosures and to help users of
the financial statements to distinguish
between changes in accounting estimates
and changes in accounting policies. The
IAS 1 amendment requires companies to
disclose their material accounting policy
information rather than their significant
accounting policies. Further, the amendment
to IAS 1 clarifies that immaterial accounting
policy information need not be disclosed.
To support this amendment, the Board
also amended IFRS Practice Statement 2,
‘Making Materiality Judgements, to provide
guidance on how to apply the concept of
materiality to accounting policy disclosures.
The amendments are effective for annual
reporting periods beginning on or after 1
January 2023. Earlier application is permitted
(subject to any local endorsement process).
Amendments to IAS 8 Accounting
policies, Changes in Accounting
Estimates and Errors: Definition of
Accounting Estimates (effective 1
January 2023). The amendment to
IAS 8, ‘Accounting Policies, Changes in
Accounting Estimates and Errors, clarifies
how companies should distinguish changes
in accounting policies from changes in
accounting estimates. The amendments
are effective for annual reporting periods
beginning on or after 1 January 2023. Earlier
application is permitted (subject to any local
endorsement process).
Amendments to IAS 12 Income
Taxes: Deferred Tax related to Assets
and Liabilities arising from a Single
Transaction (effective 1 January 2023).
The amendments clarify how companies
account for deferred tax on transactions
such as leases and decommissioning
obligations. The main change in the
amendments is an exemption from the initial
recognition exemption of IAS 12.15(b) and
IAS 12.24. Accordingly, the initial recognition
exemption does not apply to transactions
in which equal amounts of deductible and
taxable temporary differences arise on initial
recognition. The amendments are effective
for annual reporting periods beginning on
or after 1 January 2023. Early adoption is
permitted.
Amendments to IFRS 17 Insurance
contracts: Initial Application of IFRS 17
and IFRS 9 – Comparative Information
(issued on 9 December 2021, effective
1 January 2023). The amendment is a
transition option relating to comparative
information about financial assets presented
on initial application of IFRS 17. The
amendment is aimed at helping entities to
avoid temporary accounting mismatches
between financial assets and insurance
contract liabilities, and therefore improve the
usefulness of comparative information for
users of financial statements.
The following standard is mandatory since
the financial year beginning 1 January
2016 (however not yet subjected to EU
endorsement). The European Commission
has decided not to launch the endorsement
process of this interim standard but to wait for
the final standard:
IFRS 14, ‘Regulatory deferral accounts
(effective 1 January 2016). It concerns
an interim standard on the accounting
for certain balances that arise from
rate–regulated activities. IFRS 14 is only
applicable to entities that apply IFRS 1 as
first-time adopters of IFRS. It permits such
entities, on adoption of IFRS, to continue
to apply their previous GAAP accounting
policies for the recognition, measurement,
impairment and derecognition of regulatory
deferral accounts. The interim standard also
provides guidance on selecting and changing
accounting policies (on first–time adoption
or subsequently) and on presentation and
disclosure.
Recticel annual report 2021 113
2.4.2.1.3 General principles
Currency of accounts
The financial statements are presented
in thousand euro (EUR) (unless specified
otherwise), which is the currency of the primary
economic environment in which the Group
operates. The financial statements of foreign
operations are translated in accordance with the
policies set out below under ‘Foreign Currencies.
Historical cost convention
The financial statements have been prepared
on the historical cost basis, except as disclosed
in the accounting policies below. Investments
in equity instruments which are not quoted in
an active market and whose fair value cannot
be reliably measured by alternative valuation
methods are carried at cost.
Foreign currencies
Foreign currency transactions - Transactions in
currencies other than EUR are accounted for at
the exchange rates prevailing at the date of the
transactions. At each reporting date, monetary
assets and liabilities that are denominated in
foreign currencies are translated at closing
rate. Non-monetary assets and liabilities
carried at fair value and denominated in foreign
currencies are translated at the exchange
rates prevailing at the date the fair value
was determined. Gains and losses resulting
from such translations are recognised in the
financial result of the income statement.
Translation from functional currency to the
presentation currency - For purposes of
presenting consolidated financial statements,
the assets and liabilities of the Group’s
foreign operations are translated at closing
rate. Income and expenses are translated at
the average exchange rates for the period
unless exchange rates fluctuate significantly.
Resulting exchange differences are
recognised in other comprehensive income
and accumulated in equity (attributable to
non-controlling interests as appropriate).
On disposal of a foreign operation (i.e. a
disposal of the Group's entire interest in a
foreign operation, or a disposal involving loss
of control over a subsidiary that includes a
foreign operation, a disposal involving loss
of joint control over a jointly controlled entity
that includes a foreign operation, or a disposal
involving loss of significant influence over an
associate that includes a foreign operation),
exchange differences accumulated in equity
are recognised in the income statement.
In addition, in relation to a partial disposal
of a subsidiary that does not result in the
Group losing control over the subsidiary, the
proportionate share of accumulated exchange
differences is re-attributable to non-controlling
interests and are not recognised in profit or
loss. For all other partial disposals (i.e. partial
disposals of associates or jointly controlled
entities (joint ventures) that do not result
in the Group losing significant influence or
joint control), the proportionate share of
the accumulated exchange differences is
reclassified to profit or loss.
Goodwill and fair value adjustments arising on
the acquisition of a foreign entity are treated
as assets and liabilities of the foreign entity
and translated at the closing rate.
Consolidation principles
Consolidated financial statements include
subsidiaries and interests in jointly controlled
entities (joint ventures) and associates
accounted for under the equity method.
Consolidated financial statements are
prepared using uniform accounting policies for
like transactions and other events in similar
circumstances.
All intra-group transactions, balances, income
and expenses are eliminated in consolidation.
Subsidiaries
Subsidiaries are entities that are controlled
directly or indirectly. Control is the power to
govern the financial and operating policies of
an entity to obtain benefits from its activities.
Consolidation of subsidiaries starts from the
date Recticel controls the entity until the date
such control ceases.
Changes in the Group’s interest in a subsidiary
that do not result in a loss of control are
accounted for as equity transactions. The
carrying amounts of the Group’s interests and
the non-controlling interests are adjusted to
reflect the changes in their relative interests
in the subsidiary. Any difference between
the amount by which the non-controlling
interests are adjusted and the fair value of the
consideration paid or received is recognised
directly in equity.
However, when the Group loses control of
a subsidiary, the profit or loss on disposal is
calculated as the difference between (i) the
aggregate of the fair value of the consideration
received and the fair value of any retained
interest and (ii) the previous carrying amount
of the assets (including goodwill) and liabilities
of the subsidiary and any non-controlling
interests. Amounts previously recognised in
other comprehensive income in relation to the
subsidiary are accounted for (i.e. reclassified to
profit or loss or transferred directly to retained
earnings) in the same manner as would be
required if the relevant assets or liabilities
were disposed of. The fair value of any
investment retained in the former subsidiary at
the date when control is lost is regarded as the
fair value on initial recognition for subsequent
accounting under IFRS 9 Financial Instruments
or, when applicable, the cost on initial
recognition of an investment in an associate or
jointly controlled entity.
Joint Ventures and Associates
The results and assets and liabilities of joint
ventures and associates are incorporated in
these consolidated financial statements using
the equity method of accounting, except when
the investment is classified as held for sale, in
which case it is accounted for in accordance
with IFRS 5 Non-current Assets Held for Sale
and Discontinued Operations. Under the equity
method, an investment in a joint venture
and an associate is initially recognised in the
consolidated statement of financial position
at cost and adjusted thereafter to recognise
the Group's share of the profit or loss and
other comprehensive income of the venture
and the associate. When the Group's share of
losses of a venture and an associate exceeds
the Group's interest in that joint venture
and associate (which includes any long-term
interests that, in substance, form part of the
Group's net investment in the joint venture and
associate), the Group discontinues recognising
its share of further losses. Additional losses
are recognised only to the extent that the
Group has incurred legal or constructive
obligations or made payments on behalf of the
joint venture and associate.
Any excess of the cost of acquisition over
the Group's share of the net fair value of the
Recticel annual report 2021 114
identifiable assets, liabilities and contingent
liabilities of a joint venture and an associate
recognised at the date of acquisition is
recognised as goodwill, which is included
within the carrying amount of the investment.
Any excess of the Group's share of the net
fair value of the identifiable assets, liabilities
and contingent liabilities over the cost of
acquisition, after reassessment, is recognised
immediately in profit or loss.
IAS 28.28 only permits recognition of the gain
or loss from downstream transactions “to
the extent of unrelated investors’ interests in
the associate or joint venture. However, the
standard does not specifically address the
treatment of revenue derived from transactions
with equity-method investees (i.e. revenue
from the sale of goods, or interest revenue)
and whether that revenue should be eliminated
from the consolidated financial statements.
In respect of the treatment of revenues
derived from transactions with joint ventures
and associates (i.e. sales services, interest
revenue, …), the Group has opted not to
eliminate its interest in these transactions. As
a matter of example, Recticel receives EUR
100 interest income on a loan provided to a
50/50 joint venture. Under the accounting
policy adopted by Recticel this interest income
would be accounted for as EUR 100 interest
income of the Group. The cost incurred by
the joint venture would be accounted for on
a proportional (50%) basis through “results in
joint ventures and associates” without making
any adjustment for the proportional interest
held by Recticel.
The requirements of IAS 36 are applied
to determine whether it is necessary to
recognise any impairment loss with respect
to the Group’s investment in a joint venture
and an associate. When necessary, the
entire carrying amount of the investment
(including goodwill) is tested for impairment in
accordance with IAS 36 Impairment of Assets
as a single asset by comparing its recoverable
amount (higher of fair value and fair value
less costs to sell) with its carrying amount.
Any impairment loss recognised forms part of
the carrying amount of the investment. Any
reversal of that impairment loss is recognised
in accordance with IAS 36 to the extent that
the recoverable amount of the investment
subsequently increases.
Upon disposal of a joint venture and an
associate that results in the Group losing
significant influence over that joint venture
and associate, any retained investment is
measured at fair value at that date and the
fair value is regarded as its fair value on initial
recognition as a financial asset in accordance
with IFRS 9. The difference between the
previous carrying amount of the joint venture
and associate attributable to the retained
interest and its fair value is included in the
determination of the gain or loss on disposal
of the joint venture and associate. In addition,
the Group accounts for all amounts previously
recognised in other comprehensive income
in relation to that joint venture and associate
on the same basis as would be required if
that joint venture and associate had directly
disposed of the related assets or liabilities.
Therefore, if a gain or loss previously
recognised in other comprehensive income
by that joint venture and associate would be
reclassified to profit or loss on the disposal
of the related assets or liabilities, the Group
reclassifies the gain or loss from equity to
profit or loss (as a reclassification adjustment)
when it loses significant influence over that
joint venture and associate.
Investments accounted for using the equity
method are currently only consisting of
associates. In the income statement, the
results from associates are split between
Associates’ and ‘Other associates. As such,
Associates’ are considered as being part of the
Group’s core business and are integrated in
Operating profit (loss); i.e. currently Orsafoam;
whereas ‘Other associates’ are not considered
as being part of the Group’s core business and
are not integrated in Operating profit (loss); i.e.
currently Proseat and TEMDA2 (Automotive
Interiors).
Discontinued operations
A discontinued operation is a component of
the group that either has been disposed of or
is classified as held for sale and represents
a business line for which there is a plan to
dispose of. Recticel classifies a non-current
asset (or disposal group) as held for sale if its
carrying amount will be recovered principally
through a sale transaction rather than through
continuing use if all of the conditions of
IFRS 5 are met. A disposal group is defined
as a group of assets to be disposed of and
liabilities directly associated with those assets
that will be transferred. Immediately before
classification as held for sale, the company
measures the carrying amount of the asset
(or all the assets and liabilities in the disposal
group) in accordance with applicable IFRS. On
initial classification as held for sale, non-current
assets and disposal groups are recognized at
the lower of carrying amount and fair value
less costs to sell. Impairment losses on initial
classification as held for sale are included in
profit or loss. The same applies to gains and
losses on subsequent re-measurement. Non-
current assets classified as held for sale are no
longer depreciated or amortized.
Business combinations
Acquisitions of businesses are accounted
for using the acquisition method. The
consideration for each acquisition is measured
at the aggregate of the fair values (at the
date of exchange) of assets given, liabilities
incurred or assumed, and equity instruments
issued by the Group in exchange for control
of the acquiree. Acquisition-related costs are
recognised in profit or loss as incurred.
When Recticel acquires an entity or business,
the identifiable assets and liabilities of the
acquiree are recognised at their fair value at
acquisition date, except for:
deferred tax assets or liabilities and liabilities
or assets related to employee benefit
arrangements are recognised and measured
in accordance with IAS 12 Income Taxes and
IAS 19 Employee Benefits respectively;
liabilities or equity instruments related to
share-based payment transactions of the
acquiree or the replacement of an acquiree’s
share-based payment transactions with
share-based payment transactions of
the Group are measured in accordance
with IFRS 2 Share-based Payment at the
acquisition date; and
assets (or disposal groups) that are classified
as held for sale in accordance with IFRS
5 Non-current Assets Held for Sale and
Discontinued Operations are measured in
accordance with that Standard.
Goodwill is measured as the excess of the sum
of the consideration transferred, the amount of
any non-controlling interests in the acquiree,
and the fair value of the acquirer’s previously
held equity interest in the acquiree (if any) over
the net of the acquisition-date amounts of the
identifiable assets acquired and the liabilities
assumed. Where such a difference is negative,
Recticel annual report 2021 115
the excess is, after a reassessment of the
values, recognised as income immediately as a
bargain purchase gain.
Non-controlling interests (minority
shareholders) that are present ownership
interests and entitle their holders to a
proportionate share of the entity’s net
assets in the event of liquidation may be
initially measured either at fair value or at
the non-controlling interests’ proportionate
share of the recognised amounts of the
acquiree’s identifiable net assets. The choice of
measurement basis is made on a transaction-
by-transaction basis.
If Recticel increases its interest in an entity
or business over which it did not yet exercise
control (in principle increasing its interest
up to and including 50% to 51% or more) (a
business combination achieved in stages),
the Group’s previously held equity interest in
the acquiree is remeasured to fair value at the
acquisition date (i.e. the date when the Group
obtains control) and the resulting gain or loss,
if any, is recognised in profit or loss.
If the initial accounting for a business
combination is incomplete by the end of the
reporting period in which the combination
occurs, the Group reports provisional amounts
for the items for which the accounting is
incomplete. Those provisional amounts are
adjusted during the measurement period
(maximum one year after acquisition date), or
additional assets or liabilities are recognised, to
reflect new information obtained about facts and
circumstances that existed as of the acquisition
date that, if known, would have affected the
amounts recognised as of that date.
Intangible assets acquired separately
Intangible assets with finite useful lives that
are acquired separately are carried at cost less
accumulated amortisation and accumulated
impairment losses. Amortisation is recognised
on a straight-line basis over their estimated
useful lives. The estimated useful life and
amortisation method are reviewed at the end
of each reporting period, with the effect of any
changes in estimate being accounted for on a
prospective basis.
Intangible assets with indefinite useful lives
that are acquired separately are carried at cost
less accumulated impairment losses.
Internally-generated intangible
assets - research and development
expenditure
Expenditure on research activities is
recognised as an expense in the period in
which it is incurred.
An internally-generated intangible asset arising
from development (or from the development
phase of an internal project) is recognised
if, and only if, all the following have been
demonstrated:
the technical feasibility of completing the
intangible asset so that it will be available for
use or sale;
the intention to complete the intangible
asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate
probable future economic benefits;
the availability of adequate technical,
financial and other resources to complete
the development and to use or sell the
intangible asset; and
the ability to measure reliably the
expenditure attributable to the intangible
asset during its development.
The amount initially recognised for internally-
generated intangible assets is the sum of the
expenditure incurred from the date when the
intangible asset first meets the recognition
criteria listed above. Where no internally-
generated intangible asset can be recognised,
development expenditure is recognised in profit
or loss in the period in which it is incurred.
Intangible assets acquired in a
business combination
Intangible assets acquired in a business
combination and recognised separately from
goodwill are initially recognised at their fair
value at the acquisition date (which is regarded
as their cost).
After initial recognition, intangible assets
acquired in a business combination are
reported at cost less accumulated amortisation
and accumulated impairment losses, on the
same basis as intangible assets that are
acquired separately.
Derecognition of intangible assets
An intangible asset is derecognised on disposal,
or when no future economic benefits are
expected from use or disposal. Gains or losses
arising from derecognition of an intangible
asset, measured as the difference between the
net disposal proceeds and the carrying amount
of the asset, and are recognised in profit or loss
when the asset is derecognised.
Goodwill
Goodwill is measured as the excess of the
sum of the consideration transferred, the
amount of any non-controlling interests in the
acquiree, and the fair value of the acquirer’s
previously held equity interest in the acquiree
(if any) over the net of the acquisition-date
amounts of the identifiable assets acquired
and the liabilities assumed.
Goodwill arising on an acquisition of a
business is carried at cost less accumulated
impairment losses, if any, and is presented
separately in the consolidated statement of
financial position.
Goodwill is reviewed for impairment at least
annually. Any impairment loss is recognised
immediately in the income statement and is
not subsequently reversed.
On disposal of a subsidiary, associate or
jointly controlled entity, the related goodwill is
included in the determination of the profit or
loss on disposal.
Property, plant and equipment
An item of property, plant and equipment is
recognised if it is probable that associated
future economic benefits will flow to the
Group and if its cost can be measured reliably.
After initial recognition, all items of property,
plant and equipment are stated at cost, less
accumulated depreciation and impairment
losses, except for land which is not depreciated.
Cost includes all direct costs and all expenditure
incurred to bring the asset to its working
condition and location for its intended use.
Properties in the course of construction for
production, supply or administrative purposes
are carried at cost, less any recognised
impairment loss. Cost includes professional
fees and, for qualifying assets, borrowing costs
capitalised in accordance with the Group's
accounting policy. Such properties are classified
to the appropriate categories of property, plant
and equipment when completed and ready for
Recticel annual report 2021 116
intended use. Depreciation of these assets,
on the same basis as other property assets,
commences when the assets are ready for their
intended use.
Subsequent expenditure related to an item of
property, plant and equipment is expensed as
incurred.
Depreciation is provided over the estimated
useful lives of the various classes of property,
plant and equipment using the straight-line
method. Depreciation starts when the assets
are ready for their intended use. The estimated
useful lives, residual values and depreciation
method are reviewed at the end of each
reporting period, with the effect of any changes
in estimate accounted for on a prospective basis.
Project-related assets are depreciated over
the production period of the project. In case
of reallocation of fully depreciated assets, the
latter might require a reconditioning. These
reconditioning costs are amortised over the
term of the new project, without additional
revaluation or reversal of any impairments.
The estimated useful lives of the most
significant items of property, plant and
equipment are within the following ranges:
Land improvements : 25 years
Offices : 25 to 40 years
Industrial buildings : 25 years
Plants : 10 to 15 years
Machinery
Heavy : 11 to 15 years
Medium : 8 to 10 years
Light : 5 to 7 years
Pre-operating costs : 4 years
Equipment : 5 to 10 years
Furniture : 5 to 10 years
Hardware : 3 to 10 years
Vehicle fleet
Cars : 4 years
Trucks : 7 years
The gain or loss arising on the disposal or
retirement of an asset is determined as the
difference between the sales proceeds and the
carrying amount of the asset and is recognised
in the income statement.
Leases
The Group has several leases for properties,
machinery and equipment and cars and the
rental contracts are typically closed for a fixed
period. Lease terms are negotiated on an
individual basis and contain a wide range of
different terms and conditions.
Leases are recognised as a right-of-use asset
and corresponding liability at the date of
commencement of the lease, i.e. when the
leased asset is available for use by the Group.
Each lease payment is allocated between the
liability and finance cost. The finance cost is
charged to the income statement over the
lease period to produce a constant periodic
rate of interest on the remaining balance of the
liability for each period. The right-of-use asset
is depreciated over the shorter of the asset’s
useful life and the lease term on a straight-line
basis if the lease does not include a purchase
option. If a purchase option is available and the
Group judges that it is reasonably certain to be
exercised, the right-of-use asset is depreciated
over its useful life.
Assets and liabilities arising from a lease are
initially measured on a present value basis.
Lease liabilities include the net present value
of the following lease payments:
fixed payments (including in-substance
fixed payments), less any lease incentives
receivable;
variable lease payments that are based on
an index or a rate; and
purchase option, if any - if the lessee is
reasonably certain to exercise that option.
The lease payments are discounted using the
interest rate implicit in the lease, if that rate
can be determined, or the Group’s incremental
borrowing rate.
Right-of-use assets are measured at cost
comprising the following:
the amount of the initial measurement of
lease liability;
any lease payments made at or before the
commencement date;
any initial direct costs (except for the leases
already existing at transition date), and
dismantling costs.
Right-of-use assets are presented separately
and lease liabilities as part of financial liabilities
in the statement of financial position. All lease
payments that are due within 12 months
are classified as current liabilities. All lease
payments that are due at least 12 months after
the reporting date are classified as non-current
liabilities.
Lease payments related to short-term leases
and leases of low-value assets are recognised
on a straight-line basis as an expense in profit
or loss. Short-term leases are leases with a
lease term of 12 months or less. Low-value
assets comprise mainly IT-equipment (laptops,
tablets, mobile phones, pc’s) and small items
of office equipment and furniture.
Some leases contain variable lease payments.
Payments that vary due to the use of the
underlying asset are variable lease payments
(e.g. lease of property based on the number
of square meters used). These variable lease
payments are recognised as expense as incurred.
There are no material lease agreements
whereby the Group is lessor; except for one
building rented to the Eurofoam group.
Impairment of tangible and intangible
assets
Except for goodwill and intangible assets with
an indefinite useful life which are tested for
impairment at least annually, other tangible
and intangible fixed assets are reviewed for
impairment when there is an indication that
their carrying amount will not be recoverable
through use or sale. If an asset does not
generate cash flows that are independent
from other assets, the Group estimates the
recoverable amount of the cash-generating
unit to which the asset belongs.
The recoverable amount is the higher of fair
value less costs to sell or value-in-use and the
carrying amount. In assessing the fair value or
value-in-use, the estimated future cash flows
are discounted to their present value using
a pre-tax discount rate that reflects current
market assessments of the time value of
money and the risks specific to the asset for
which the estimates of future cash flows have
been adjusted.
If the recoverable amount of an asset (or cash-
generating unit) is estimated to be less than
its carrying amount, the carrying amount of
the asset (cash-generating unit) is reduced to
its recoverable amount. An impairment loss is
recognised as an expense immediately.
Where an impairment loss subsequently
reverses, the carrying amount of the asset
(or cash-generating unit) is increased to the
revised estimate of its recoverable amount,
but so that the increased carrying amount
does not exceed the carrying amount that
would have been determined had no
Recticel annual report 2021 117
impairment loss been recognised for the asset
(or cash-generating unit) in previous years.
However, impairment losses on goodwill are
never reversed.
Non-current assets held for sale
Non-current assets and disposal groups are
classified as held for sale if their carrying
amount will be recovered principally through a
sale transaction rather than through continuing
use. This condition is regarded as met only
when the sale is highly probable and the asset
(or disposal group) is available for immediate
sale in its present condition. Management
must be committed to the sale, which should
be expected to qualify for recognition as a
completed sale within one year from the date
of classification.
Non-current assets (and disposal groups)
classified as held for sale are measured at the
lower of their previous carrying amount and
fair value less costs to sell.
Investment property
Investment property, which is property held
to earn rentals and/or for capital appreciation,
is stated at its fair value at the reporting date.
Gains or losses arising from changes in the fair
value of investment property are included in
profit or loss for the period in which they arise.
Financial assets
Financial assets are recognised or
derecognised on the trade date which is the
date the Group undertakes to purchase or
sell the asset. Financial assets are initially
measured at fair value, except for trade
receivables. Trade receivables are measures
at their transaction price. Transaction costs
that are directly attributable to the acquisition
or issue of financial assets are added to the
fair value of the financial assets on initial
recognition, except for financial assets at
fair value through profit or loss, where the
transaction costs are recognised immediately
in profit or loss.
After initial recognition, financial assets are
measured at either amortised cost or fair
value, based on the classification of the
financial assets.
Classification of financial assets
The classification of financial assets depends
on the entity’s business model for managing
the financial assets and the contractual terms
of the cash flows. Management determines
the classification of its financial assets at initial
recognition.
Debt instruments (such as loans, trade and
other receivables, cash and cash equivalents)
are subsequently measured at amortised
cost using the effective interest method, less
any impairment if they are held for collection
of contractual cash flows where those cash
flows represent solely payments of principal
and interest. The effective interest method
is a method of calculating the amortised
cost of a debt instrument and of allocating
interest income over the relevant period. The
effective interest rate is the rate that exactly
discounts estimated future cash receipts
(including all fees and margin points paid or
received) through the expected life of the debt
instrument, or, where appropriate, a shorter
period, to the net carrying amount on initial
recognition.
Financial investments (equity investments)
are normally measured in the consolidated
statement of financial position at fair value
through profit or loss. However, the Company
can make an irrevocable election at initial
recognition to measure the investment at fair
value through other comprehensive income
(“FVTOCI”), with dividend income recognised
in profit or loss. Equity investments in non-
listed companies are designated as financial
assets at FVTOCI.
Impairment of financial assets
IFRS 9 requires a forward-looking expected
credit loss (“ECL”) approach to assess
impairments of financial assets. As such, the
Group recognises an allowance for ECLs for all
debt instruments not held at fair value through
profit or loss and contract assets.
IFRS 9 provides a simplified approach for
measuring the loss allowance at an amount
equal to lifetime expected credit losses
for trade receivables without a significant
financing component (short-term trade
receivables). These credit losses are the
expected credit losses that result from all
possible default events over the expected life
of those trade receivables, using a provision
matrix that considers historical information
on defaults adjusted for forward-looking
information.
For long-term loans to related parties the
general impairment assessment model is
applied. IFRS 9 requires the Group to measure
the loss allowance for a financial instrument
at an amount equal to the lifetime expected
credit loss if the credit risk on that financial
instrument has increased significantly since
initial recognition, or if the financial instrument
is a purchased or originated credit-impaired
financial asset. On the other hand, if the credit
risk on a financial instrument has not increased
significantly since initial recognition (except
for a purchased or originated credit-impaired
financial asset), the Group is required to
measure the loss allowance for that financial
instrument at an amount equal to 12 months
expected credit loss.
Management has concluded that it would
require undue cost and effort to determine
the credit risk of each loan on their respective
dates of initial recognition. Accordingly,
the Group recognises lifetime expected
credit losses for these loans until they are
derecognised.
IFRS 9 applies the same measurement
approach to loan commitments and financial
guarantee contracts (other than measured at
fair value through profit or loss).
Derecognition of financial assets
The Group derecognises a financial asset only
when the contractual rights to the cash flows
from the assets expire, or when it transfers
the financial asset and substantially all the
risks and rewards of ownership of the asset to
another entity. If the Group neither transfers
nor retains substantially all the risks and
rewards of ownership and continues to control
the transferred asset, the Group recognises
its retained interest in the asset and an
associated liability for the amounts it may
have to pay.If the Group retains substantially
all the risks and rewards of ownership of
a transferred financial asset, the Group
continues to recognise the financial asset and
also recognises a collateralised borrowing for
the proceeds received.
On the entire derecognition of a financial
asset in its entirety, the difference between
the asset’s carrying amount and the sum of
the consideration received and receivable
and the cumulative gain or loss that had been
Recticel annual report 2021 118
recognised in other comprehensive income
and accumulated in equity, is recognised in
profit or loss.
On the partial derecognition of a financial
asset other than its entirety (i.e. when the
Group retains an option to repurchase part of
a transferred asset), the Group allocates the
previous carrying amount of the financial asset
between the part it continues to recognise
under continuing involvement, and the part
it no longer recognises on the basis of the
relative fair values of those parts on the date of
the transfer.
The difference between the carrying amount
allocated to the part that is no longer
recognised and the sum of the consideration is
recognised in profit or loss.
Inventories
Inventories are stated at the lower of cost
and net realisable value. Cost comprises
direct materials and where applicable, direct
labour costs and those overheads that have
been incurred in bringing the inventories to
their present location and condition. Cost
is calculated using the weighted average
method.
Net realisable value represents the estimated
selling price less all estimated costs of
completion and costs necessary to make the
sale.
Financial liabilities and equity
instruments
An instrument is classified as a financial liability
or as an equity instrument according to the
substance of the contractual arrangements
entered into. An equity instrument is any
contract that evidences a residual interest in
the assets of the Group after deducting all its
liabilities.
Equity instruments issued by the Company
are recorded at the proceeds received, net of
direct issuance costs.
Financial liabilities
Financial liabilities (including interest-bearing
borrowings and trade payables) are initially
measured at fair value minus, in the case of a
financial liability not at fair value through profit
or loss, transaction costs that are directly
attributable to the issue of the financial liability.
Subsequently, they are measured at amortised
cost, except for derivative instruments.
Interest-bearing borrowings and payables
Interest-bearing borrowings are recorded at
the proceeds received, net of transaction
costs incurred. Borrowings are subsequently
stated at amortised cost using the effective
interest method. Any difference between the
proceeds (net of transaction costs) and the
redemption value (including premiums payable
on settlement or redemption) is recognised in
the income statement over the period of the
borrowing.
Trade payables which are not interest-bearing
are stated at cost, being the fair value of the
consideration to be paid.
Derivative financial instruments
Derivative instruments with a negative fair
value are classified at fair value through profit
and loss (“FVTPL”), unless they are designated
and effective as hedges.
Hedge accounting
The Group may designate certain derivatives,
in respect of interest rate risk and foreign
exchange rate risk, as hedging instruments in a
cash flow hedge relationship.
At the inception of the hedge relationship, the
entity documents the relationship between
the hedging instrument and the hedged item,
along with its risk management objectives
and its strategy for undertaking various hedge
transactions. Furthermore, at the inception of
the hedge and on an ongoing basis, the Group
documents whether the hedging instrument is
effective in offsetting changes in fair values or
cash flows of the hedged item attributable to
the hedged risk.
Cash flow hedges
Changes in the fair value of derivative financial
instruments that are designated and effective
as hedges of future cash flows are recognised
directly in equity and the ineffective portion
is recognised immediately in the income
statement. If the cash flow hedge of a firm
commitment or a forecasted transaction
results in the recognition of an asset or a
liability, then, at the time the asset or liability
is recognised, the associated gains or losses
on the derivative that had previously been
recognised in equity are included in the initial
measurement of the asset or liability. For
hedges that do not result in the recognition
of an asset or a liability, amounts deferred in
equity are recognised in the income statement
in the same period in which the hedged item
affects net profit or loss.
Net investment hedge
Hedges of net investments in foreign
operations are accounted for similarly to
cash flow hedges. Any gain or loss on the
hedging instrument relating to the effective
portion of the hedge is recognised in other
comprehensive income and accumulated
in the foreign currency reserve. The gain or
loss to the ineffective portion is recognised
immediately in profit and loss.
Fair value hedges
A derivative instrument is recognised as fair
value hedge when it hedges the exposure to
variation of the fair value of the recognised
assets or liabilities. Derivatives classified as
a fair value hedge and the hedged assets
or liabilities are carried at fair value. The
corresponding changes of the fair value are
recognised in the income statement.
Hedge accounting is discontinued when
the hedging instrument expires or is sold,
terminated, or exercised, or no longer
qualifies for hedge accounting. At that time,
any cumulative gain or loss on the hedging
instrument recognised in equity is retained in
equity until the forecasted transaction occurs.
If a hedged transaction is no longer expected
to occur, the net cumulative gain or loss
recognised in equity is transferred to net profit
or loss for the period.
Employee benefit liabilities
Post-employment benefits
In accordance with the laws and practices of
each country, the affiliated companies of the
Group operate defined benefit and defined
contribution retirement benefit plans. It is
Group policy to operate defined contribution
plans for newly-hired employees where this is
possible and appropriate.
Contributions payable to defined contribution plans
are recognised as an expense in the period in
which the related employees’ service is rendered.
Recticel annual report 2021 119
For defined benefit plans, the amount
recognised in the statement of financial
position is the present value of the defined
benefit obligation less the fair value of any plan
assets.
If the amount to be recognised in the
statement of financial position is an asset,
the asset recognised is restricted to the asset
ceiling, which is defined as the present value
of any economic benefits available in the form
of refunds from the plan or reductions in future
contributions to the plan.
For funded plans subject to a minimum
funding requirement, where contributions
payable to cover an existing shortfall on the
minimum funding basis in respect of service
already received are not available as a refund
or reduction in future contributions after they
are paid into the plan, an additional liability is
recognised, where necessary, in accordance
with IFRIC 14.
In the income statement, current and past
service costs (including curtailments),
settlement costs and administration expenses
are charged in ‘other operating revenues
& expenses, while the net interest cost is
booked in ‘other financial income & expenses.
The present value of the defined benefit
obligation and the related current and past
service costs are calculated by qualified
actuaries using the projected unit credit
method. The discount rate is based on the
prevailing yields of high-quality corporate
bonds with a currency and term consistent
with the currency and term of the benefit
obligations. For currencies for which there is
no deep market in such bonds, government
bonds are taken into account. No provisions
for death in service is included in the defined-
benefit obligations as it is fully insured, and
the Group has no intention not to continue this
insurance policy.
As there is no market price available for group
insurance contracts, the fair value of such
contracts is estimated by discounting the
expected future cash flows (i.e. the amounts
guaranteed by the insurer) using a discount
rate that reflects both the risk associated with
the plan assets and the maturity or expected
disposal date of those assets. The risk
associated with these assets is based on the
market situation at the reporting date.
Remeasurements include:
actuarial gains and losses resulting from
differences between previous actuarial
assumptions and actual experience, and
from changes in actuarial assumptions;
the return on plan assets; and
any changes in the effect of the asset ceiling
or additional liability recognised under IFRIC
14, excluding amounts included in net
interest.
Such remeasurements are recognised in other
comprehensive income. Past service costs,
arising from plan amendments, are recognised
immediately as an expense.
Defined contribution pension plans in Belgium
and Switzerland are ‘hybrid’ pension plans
that qualify as defined benefit plans for IFRS
purposes, because they are by law subject
to minimum guaranteed rates of return
and have to guarantee minimum annuity
conversion rates. There is therefore a risk
that the Company may have to pay additional
contributions related to past service. Any
such additional contributions will depend on
the actual investment returns and the future
evolution of the minimum guarantees.
Termination benefits
A liability and expense for termination benefits
is recognised at the earlier of (a) the date
when the offer of those benefits can no longer
be withdrawn, and (b) the date when costs are
recognised for a restructuring that is within the
scope of IAS 37 and involves the payment of
termination benefits.
Share-based payments
Equity-settled share-based payments to
employees and others providing similar
services are measured at the fair value of
the equity instrument at the grant date. Fair
value is measured by use of a Black & Scholes
model. Further details on how the fair value
of equity-settled share-based transactions
has been determined can be found in note
2.4.2.6.2.
The fair value determined at the grant date
of the equity-settled share-based payments
is expensed on a straight-line basis over the
vesting period, based on the Group’s estimate
of shares that eventually will be vested.
The above policy is applied to all equity-settled
share-based payments that were granted
after 7 November 2002 and that vested
after 01 January 2005. No amount has been
recognised in the financial statements in
respect of the other equity-settled shared-
based payments.
Provisions
General
Provisions are recognised when (i) the Group
has a present obligation (legal or constructive)
as a result of a past event, (ii) it is probable
that the Group will be required to settle the
obligation, and (iii) a reliable estimate can be
made of the amount of the obligation.
The amount recognised as a provision is the
best estimate of the consideration required to
settle the present obligation at the end of the
reporting period, taking into account the risks
and uncertainties surrounding the obligation.
Where the effect of the time value of money
is material, the amount is the present value of
expenditures required to settle the obligation.
Impacts of changes in discount rates are
generally recognised in the financial result.
When some or all of the economic benefits
required to settle a provision are expected to
be recovered from a third party, a receivable is
recognised as an asset if it is virtually certain
that reimbursement will be received if the
Group settles the obligation.
Onerous contracts
An onerous contract is a contract in which the
unavoidable costs of meeting the obligations
under the contract exceed the economic
benefits expected to be received under it.
Present obligations arising from onerous
contracts are recognised and measured as
provisions.
Restructurings
A restructuring provision is recognised when
the Group has developed a detailed formal
plan for the restructuring and has, by starting
to implement the plan or announcing its main
features to those affected by it, raised a valid
expectation with those affected that it will
carry out the restructuring. The measurement
of a restructuring provision includes only
the direct expenditures arising from the
restructuring, which are those amounts
that are both necessarily entailed by the
restructuring and not associated with the
ongoing activities of the entity.
Recticel annual report 2021 120
Environmental liabilities
Recticel analyses twice a year all its environmental
risks and the corresponding provisions. The Group
measures these provisions to the best of its
knowledge of applicable regulations, the nature
and extent of the pollution, clean-up techniques,
and other available information.
Revenue recognition
IFRS 15 establishes the principles that an
entity applies when reporting information
about the nature, amount, timing and
uncertainty of revenue and cash flows from
a contract with a customer. Applying IFRS
15, an entity recognises revenue to depict
the transfer of promised goods or services to
the customer in an amount that reflects the
consideration to which the entity expects to
be entitled in exchange for those goods or
services.
Customers obtain control of products when
the goods are delivered to and have been
accepted at their premises. Invoices are
generated and revenue is recognised at that
point in time.
To recognise revenue, IFRS 15 applies a “five
steps” model:
identify the contract(s) with a customer.
identify the performance obligations in the
contract.
determine the transaction price.
allocate the transaction price to each
performance obligation.
recognise revenue when a performance
obligation is satisfied by transferring a
promised good or service to a customer
(which is when the customer obtains control
of that good or service).
Transaction price
The transaction price is the amount of
consideration to which an entity expects to be
entitled in exchange for transferring promised
goods or services to a customer. If the
consideration promised in a contract includes
a variable amount, an entity must estimate the
amount of consideration to which it expects
to be entitled in exchange for transferring the
promised goods or services to a customer.
The most common types of variable
consideration that can be identified are:
Volume discounts (Engineered Foams,
Bedding, Insulation)
Year-end rebates (Engineered Foams,
Bedding, Insulation)
Adjustments to cope with changes in raw
material prices on a prospective basis
(Engineered Foams).
It is not unusual to agree on yearly supply
agreements with the customer which fixes
the selling prices of the goods for the relevant
year. These agreements do not include any
commitments to volumes made by the
customer. The amount of revenue recognised
is adjusted for expected rebates and discounts.
A contract liability is being recognised upon
selling the goods to the customer and released
when the credit note is issued.
If a credit note is issued to the customer to
compensate for quality claims, this shall be
recognised as a reduction of the revenues.
The most common types of considerations
paid to the customer (in bedding and
insulation) relate to:
Participation to flyers
Participation to advertising campaigns
Promotional in-store activities
The considerations paid to participate in the
customer’s flyers shall be deducted from
revenue as the services provided by the
customer to the Group can generally not be
considered as being distinct.
Interest income & expenses
Interest income/expenses is accrued on
a time basis, by reference to the principal
outstanding and at the effective interest
rate applicable, which is the rate that exactly
discounts estimated future cash receipts/
outflows throughout the expected life of the
financial asset/liability to that asset/liability’s
net carrying amount.
Dividend income
Dividend income from investments is
recognised when the shareholders’ rights to
receive payment have been established.
Government grants
Government grants are not recognised until
there is reasonable assurance that the Group
will comply with the conditions attaching to
them and that the grants will be received.
Government grants relating to staff training
costs are recognised as income over the
periods required to match them with the
related costs and are deducted from the
related expense.
Government grants relating to property, plant
& equipment are treated by deducting the
received grants from the carrying amount
of the related assets. These grants are
recognised as income over the useful life of
the depreciable assets.
Income taxes
The tax expense represents the sum of the
current tax expense and deferred tax expense.
The current tax expense is based on the
taxable profit for the year. The taxable profit
differs from the result of the period before
taxes as reported in the income statement
because it excludes items of income or
expenditure that are taxable or deductible in
other years and items that will never become
taxable or deductible. The Group’s liability for
current tax is calculated using tax rates that
have been enacted or substantively enacted by
the reporting date.
Deferred tax is the tax expected to be payable
or recoverable on differences between the
carrying amounts of assets and liabilities in the
financial statements and the corresponding
tax base used in the computation of taxable
profit. It is accounted for using the balance
sheet liability method. Deferred tax liabilities
are generally recognised for all taxable
temporary differences and deferred tax assets
are recognised to the extent that it is probable
that taxable profits will be available against
which deductible temporary differences can
be utilised. Such assets and liabilities are not
recognised if the temporary difference arises
from goodwill or from the initial recognition
(other than in a business combination) of
other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting
profit.
Recticel annual report 2021 121
Deferred tax liabilities are recognised for
taxable temporary differences arising on
investments in subsidiaries and associates,
and interests in joint ventures, except where
the Group is able to control the reversal
of the temporary difference and when it is
probable that the temporary difference will
not reverse in the foreseeable future. No
deferred tax liabilities have been recognised on
undistributed retained earnings of subsidiaries,
associates and joint ventures, as the impact is
not material.
The carrying amount of deferred tax assets is
reviewed at least at each reporting date and
reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to
allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates
that are expected to apply in the period when
the liability is settled or the asset is realised.
Deferred tax is charged or credited in the
income statement, except when it relates to
items charged or credited directly to equity, in
which case the deferred tax is also dealt with
in equity.
2.4.2.1.4 Major sources of estimation uncertainty and key
judgments
No key judgements were made in the
preparation of the financials and there were
no major sources of estimation uncertainty. All
other items noted below are related to normal
judgements and estimates
Drawing up the annual accounts in accordance
with IFRS requires management to make
the necessary judgments, estimates and
assumptions. The management bases
its estimates and assumptions on past
experience and other reasonable assessment
criteria. These are reviewed periodically, and
the effects of such reviews are taken into
account in the annual accounts of the period
concerned. Future events which may have a
financial impact on the Group are also included
in this.
The estimated results of such possible future
events may consequently diverge from the
actual impact on results. Judgments and
estimates were made, inter alia, regarding:
impairments of goodwill, intangible assets,
property, plant and equipment and right-of-
use assets;
determination of loss allowances for
expected credit losses;
determination of write-downs on
inventories;
determination of provisions for
restructurings;
determination of provisions for onerous
contracts;
determination of provisions for contingent
liabilities, litigations and other exposures;
valuation of post-employment defined
benefit obligations, other long-term
employee benefits and termination benefits;
the recoverability of deferred tax assets;
the recognition of revenue related to the
sale of moulds over a period of 4 years;
the assessment of the lease term is used as
judgement within IFRS 16;
business combinations including fair value
accounting and goodwill determination.
It is not excluded that future revisions of
such estimates and judgments could trigger
an adjustment in the value of the assets and
liabilities in future financial years.
Impairments on goodwill, intangible assets
and property, plant and equipment and
right-of-use assets
For amortizable long-term assets, an
impairment assessment will in first place
be made at the level of the individual asset.
Only when it is not possible to estimate a
recoverable value on an individual level, the
evaluation will be made at the level of the cash
generating unit (hereafter “CGU”) to which
the asset belongs. For amortizable long-term
assets, an impairment analysis should be
performed in case of impairment indicators. If
such indicators exist, an impairment analysis
shall be performed at the CGU level.
For goodwill (and other not depreciated long
term assets) an impairment test is performed
at least annually. The carrying amount can be
allocated on a reasonable and consistent basis.
The allocation of goodwill to a CGU or a group
of CGUs also takes account of the synergies
of the business combination expected by the
decision maker. Goodwill can be allocated
for impairment testing to a group of CGUs, if
the chief operating decision maker considers
this as the most appropriate allocation. There
is a link between the level at which goodwill
is tested for impairment and the level of
internal reporting that reflects the way the
entity manages its operations and with which
the goodwill is associated (as such it cannot
exceed the level of the reported segments as
defined by IFRS 8).
The CGU level is defined following the market
and production capacities. This approach
leads to the determination of five CGUs
in Engineered Foams and three CGUs in
Insulation:
CGU “Engineered Foams - United
Kingdom”;
CGU “Engineered Foams - Continental
Europe”;
CGU “Engineered Foams - Scandinavia”;
CGU “Engineered Foams - USA”;
CGU “Engineered Foams – Asia”.
CGU “Insulation - United Kingdom”;
CGU “Insulation - Continental Europe”;
CGU “Insulation – Scandinavia”.
An impairment analysis was performed for the
CGUs:
CGU “Engineered Foams - United Kingdom”;
CGU “Engineered Foams - Continental Europe”;
CGU “Engineered Foams - Scandinavia”;
considering the goodwill allocated to them.
Recticel annual report 2021 122
For the other CGUs, current and expected
results do not provide any particular
impairment indicator, which would necessitate
further impairment testing.
100% of the net book value of total goodwill
was subject to impairment testing, and is
composed as follows:
For 2021:
in thousand EUR
Group Recticel Engineered Foams Insulation Total
United Kingdom 3,221 988 4,208
Continental Europe 1,060 3,056 4,116
Scandinavia 5,396 0 5,396
Total net book value of goodwill 9,676 4,044 13,721
For 2020:
in thousand EUR
Group Recticel Engineered Foams Bedding Insulation Total
United Kingdom 3,015 0 923 3,938
Continental Europe 1,062 0 2,211 3,273
Scandinavia 5,328 0 0 5,328
Other 0 11,600 0 11,600
Total net book value of goodwill 9,405 11,600 3,134 24,139
The net book value of the assets, other than goodwill, retained for impairment tests, represents about 91.4% of the
total property, plant and equipment, 23.2% of the total intangible assets and 45.5% of the total right-of-use assets.
The examined assets relate to (i) the Engineered Foams’ activities in the United Kingdom, Continental Europe and
Scandinavia and to (ii) the Insulation operations of the Group.
The below table provides an overview of impairments recognised by segment:
For 2021:
in thousand EUR
Group Recticel Engineered Foams Insulation Total
United Kingdom Continental Europe Scandinavia
Goodwill 3,221 1,060 5,396 4,044 13,721
Other intangible assets 39 6,916 587 550 8,092
Property, plant & equipment 3,577 184,596 7,006 91,189 286,368
Assets under construction 968 12,667 274 2,778 16,687
Right-of-useassets 19,582 3,863 2,917 2,112 28,474
Total net book value 27,387 209,102 16,180 100,674 353,343
of which impairments recognised during the period 0 0 0 27 27
Footnote: Working capital is not included in the analysis.
Recticel annual report 2021 123
For 2020:
in thousand EUR
Group Recticel Engineered Foams Insulation Total
United
Kingdom
Continental
Europe
Scandinavia
Goodwill 3,015 1,062 5,328 3,134 12,539
Other intangible assets 11 501 309 1,063 1,884
Property, plant & equipment 2,501 43,721 7,055 93,371 146,648
Assets under construction 1,189 7,004 1,056 3,736 12,985
Right-of-useassets 12,615 2,864 3,917 3,891 23,287
Total net book value 19,331 55,152 17,665 105,195 197,343
of which impairments recognised during the period 0 (1,273) 0 0 (1,273)
Footnote: Working capital is not included in the analysis.
Impairment charges are not linked to the general impairment analysis but relate mainly to (i) idle
assets in Engineered Foams in Spain (EUR -1.3 million) and (ii) idle assets in Bedding following the
closure of the Hassfurt (Germany) plant (EUR -1.1 million), which was sold in 2020
For the impairment test of the items included in the table above, certain assumptions were made.
The impairment tests have been applied on the “cash-generating units” (“CGU”) on the basis of
the principles set out above. The recoverable amount of the total CGU is determined on the basis
of the value-in-use model.
When determining its expected future cash flows, the Group takes into account prudent, though
realistic, assumptions regarding the evolution of its markets, its sales, the raw materials prices,
the impact of past restructurings and the gross margins, which all are based on (i) the past
experiences of the management and/or (ii) which are in line with trustworthy external information
sources. It can however not be excluded that a future reassessment of assumptions and/or
market analysis induced by future developments in the economic environment might lead to the
recognition of additional impairments.
For the discounting of the future cash flows, a uniform overall Group-based pre-tax discount rate of
7.1% is used for all CGUs (8.2% in 2020). This pre-tax discount rate is based on a (long-term) weighted
average cost of capital based on the current market expectations of the time value of money and risks
for which future cash flows must be adjusted; the risks being implicit in the cash flows.
For countries with a higher perceived risk (i.e. emerging markets), the level of investments is very
limited (1.2% of total fixed assets); hence no separate pre-tax discount rate is used.
The pre-tax discount rate for impairment testing is based on the following
assumptions: (EUR based)
Group target ratios: 2021 2020
Gearing: net financial debt/total equity 50% 50%
% net financial debt 33% 33%
% total equity 67% 67%
Pre-tax cost of debt 1.64% 2.32%
1
Pre-tax cost of equity
= (R
f
+ (E
m
* ) + S
p
)/(1-T) 12.74% 12.83%
Risk free interest rate = R
f
0.00% 0.10%
Beta = 1.27 1.39
Market equity risk premium = E
m
6.0% 6.0%
Small cap premium = S
p
1.65% 1.65%
Corporate tax rate = T 21.3% 21.6%
Assumed inflation rate 1.9% 1.1%
Pre-tax WACC (weighted average cost of capital) 7.1% 8.2%
1 the 2020 pre-tax cost of debt integrates the impact of the FoamPartner acquisition (cfr
2.4.2.4.8. Business combinations)
Recticel annual report 2021 124
The discount factors are reviewed at least annually.
Due to the COVID-19 crisis, some assumptions of the
sensitivity analysis have been modified compared to the
assumptions used per year-end 2020.
A first sensitivity analysis (A) is performed to measure the
impact of a changing WACC rate on the outcome of the
impairment tests. A second sensitivity analysis (B) is performed
to measure the impact of a changing gross margin (- 1%) on the
outcome of the impairment tests. A third sensitivity analysis
(C) is performance to measure the impact of a changing sales
volume level (-5.0%). A fourth sensitivity analysis is performed to
measure the combined impact of the above sensitivity analyses.
Key assumptions
The dynamics of the business model, budgets and projected
cash flows are based on stable cost structures which reflect
inflation rates on labour and other costs, stable fixed costs
and capital expenditure (except for the CGU Engineered
Foams – United Kingdom). Gross margins and operating results
are sensitive to the volatility of chemical raw material costs,
which are unpredictable. Therefore, the budgets assume that
increases or decreases in material costs are compensated
through adaptations of the sales prices.
For the CGU “Engineered Foams – United Kingdom”,
“Engineered Foams – Continental Europe” and “Engineered
Foams – Scandinavia” the value-in-use model projections are
based on budgets and financial plans covering in total a three-
year period with a sales growth rate of 2.00% as from the
second year. After this 3-year period, a perpetuity value is taken
into account without growth rate. For the first year (i.e. 2022)
EBITDA is based on the full-year 2021 level and the full-year
effect of the efficiency measures taken in 2021.
On this basis, the value-in-use of the CGU “Engineered Foams
– United Kingdom” amounts to 2.3 times (2020: 2.6 times) the
net asset book value, the value-in-use of the CGU “Engineered
Foams – Continental Europe” amounts to 1.6 times (2020: 2.9
times) the net asset book value, and the value-in-use of the
CGU “Engineered Foams – Scandinavia” amounts to 5.7 times
(2020: 6.0 times) the net asset book value.
Sensitivity analysis
A first sensitivity analysis (A) is performed to measure the
impact of a changing WACC rate (+1%) on the outcome of the
impairment tests (see overview table below).
A second sensitivity analysis (B) is performed to measure
the impact of a changing gross margin on sales (-1%) on the
outcome of the impairment tests – applied on the business plan
2022-2024 and the perpetuity (see overview table below).
A third sensitivity analysis (C) is performed to measure the
impact of a changing sales volume level (-5% as from 2023)
on the outcome of the impairment tests (see overview table
below).
A fourth sensitivity analysis is performed to measure the
combined impact of the above sensitivity analyses.
For the sensitivity analyses it is assumed that all other
parameters of the underlying assumptions, such as market
evolution, sales, raw materials prices, impact of past
restructurings and gross margins, operating charges, working
capital needs, capital expenditure, …, remain unchanged.
in thousand EUR
Sensitivity
Discounted Cash Flow / Net asset base (including right-of-use assets)
Base case
1% increase
of WACC (A)
1% decrease of gross
margin on sales (B)
5% decrease
of net sales (C)
Combination
of (A), (B) and (C)
Engineered Foams - United Kingdom 2.3 times book value 2.0 times book value 2.1 times book value 1.5 times book value 1.2 times book value
Engineered Foams -
Continental Europe
1.6 times book value 1.5 times book value 1.5 times book value 1.1 times book value 0.9 times book value
Engineered Foams - Scandinavia 5.7 times book value 5.1 times book value 5.4 times book value 4.5 times book value 3.8 times book value
Recticel annual report 2021 125
Loss allowances for expected credit losses
A loss allowance for expected credit losses is recognised for
trade debtors for which a risk of total or partial non-recovery
of outstanding receivables exists due to the debtor’s poor
financial condition or for economic, legal or political reasons. The
decision to classify a receivable as doubtful will be made by the
management on the basis of all information available to them at
any time. In line with the Group accounting principles, details
on the amounts of the loss allowance for expected credit losses
can be found in note 2.4.2.5.9.
Since the outbreak of the COVID-19 crisis the Group’s credit
management processes have proven their effectiveness leading
to a reducing trend in the number of overdue customers, and no
significant credit losses. COVID-19 did not lead to an increase
of the default rates used to calculate the expected credit losses.
The amount of expected credit losses on external guarantees is
assessed at each reporting date to reflect changes in credit risk
since the guarantee was granted. When determining whether
the credit risk of a guarantee has increased significantly since
the issuance and when estimating expected credit losses,
Recticel considers reasonable and supportable information
that is relevant and available without undue cost or effort.
This includes both quantitative and qualitative information
and analysis, based on the Group’s historical experience and
informed credit assessment and including forward-looking
information.
Loans granted to Associates included a subordinated vendor
loan of EUR 10 million (maturity 2027) granted on 30 June
2020 to TEMDA2 GmbH, the Automotive joint venture which
acquired the Automotive Interiors activities (cfr. 2.4.2.4.7.). On
the basis of the assessment performed by the management no
adjustment is to be made to the value of the latter loan.
Put/call options on discontinued operations Proseat
and Automotive Interiors
On 19 February 2019, Recticel announced the closing of the
transactions as a result of which Sekisui Plastics Co., Ltd.
acquired 75% in Proseat. Since then Recticel holds a 25%
participation in Proseat with the option to sell this remaining
participation after three years.
As per 30 June 2021 the fair value of the Proseat option has
been reduced from EUR 4.9 million to zero, and further to
EUR -2.5 million by 31 December 2021. In April 2022, Recticel
notified Sekisui that it wishes to exercise its put option.
On 01 July 2020, Recticel announced the closing of the
divestment of its Automotive Interiors business to TEMDA2
GmbH, a new joint venture with Admetos. Recticel holds a
participation of 49% in this new joint venture. The agreement
contains reciprocal call/put options - for Admetos to acquire, or
Recticel to sell its remaining 49% share -, which are exercisable
as from March 2024.
A valuation of the put/call structure on the remaining 49%
participation in the Automotive joint venture TEMDA2/Ascorium
has been made per 31 December 2021, valuing the fair value of
the option amounted to zero (same as per 31 December 2020).
Both put/call option structures have been recognised as
derivative financial instruments at fair value with changes in
fair value to be recognised in profit or loss. The value of both
options have been calculated using the Black & Sholes option
price formula, with the following key assumptions : (i) spot
price equal to the estimated enterprise value (Proseat) and
equity value (TEMDA2) per end December 2021, (ii) automotive
parts’ sector volatility (32.2%), (iii) maturity based on terms and
conditions set out in the initial share purchase agreement, (iv) a
risk-free interest rate of -0.75% and (iv) a dividend yield of 0%.
Provisions for restructurings and onerous contracts
A restructuring provision is recognised when the Group has
developed a detailed formal plan for the restructuring and
has, by starting to implement the plan or announcing its main
features to those affected by it, raised a valid expectation in
those affected that it will carry out the restructuring.
An onerous contract is a contract in which the unavoidable
costs of meeting the obligations under the contract exceed the
economic benefits expected to be received under it.
In line with the Group accounting principles, details on the
amounts of provisions for restructurings and onerous contracts
can be found in notes 2.4.2.3.1., 2.4.2.4.3. and 2.4.2.5.14.
Provisions for contingent liabilities, litigations and
other exposures
Any significant litigation (tax and other, including threat of
litigation) is reviewed by Recticel’s in-house lawyers with the
support, when appropriate, of external counsels at least every
half-year. This review includes an assessment of the need to
recognise provisions and/or to re-measure existing provisions
together with the Finance department and the Insurance
department. Further details are provided in note 2.4.2.6.9.
Valuation of post-employment defined benefit
obligations, other long-term employee benefits and
termination benefits
The actuarial assumptions used in determining the defined
benefit obligations at December 31, and the annual cost, can
be found in note 2.4.2.5.13. All main employee benefit plans
are assessed annually by independent actuaries. Discount rates
and inflation rates are defined centrally by management. Other
assumptions (such as future salary increases and demographic
assumptions) are defined at a local level.
All plans are supervised by the Group’s central Human
Resources department with the help of a central actuary to
check the acceptability of the results and ensure consistency in
reporting.
Current and deferred tax
All tax returns are prepared in good faith based on the available
information, with often the assistance of external tax advisors.
There are several tax audits ongoing in the Group, notably in
The Netherlands and Poland. While the ultimate outcome of
these tax audits is not certain, the Group has considered the
merits of its filing positions in the overall evaluation of potential
tax liabilities and believes that adequate liabilities are recorded
in the consolidated financial statements. However, important
tax corrections can never be excluded. In such case, Recticel
will defend its position, always in full collaboration with the tax
authorities. The tax audit in Germany, which was still ongoing in
2020, has been closed without material corrections.
Deferred tax assets are recognised for deductible temporary
differences and unused tax losses and other tax attributes
to the extent that future taxable profits are expected to be
Recticel annual report 2021 126
available against which they can be used. For this purpose,
management reviews the recognition of deferred tax assets
based on the business plans of the entities concerned.
Net deferred tax assets decreased from EUR 13.1 million on
31 December 2020 to EUR 10.6 million on 31 December 2021,
following the acquisition of FoamPartner and the fair value
accounting as per IFRS 3.
Deferred tax assets are recognised mainly in Belgium (Recticel
NV/SA – EUR 33.2 million), France (Recticel SAS – EUR 8.6
million), the United Kingdom (Recticel Ltd. - EUR 6.2 million)
and Spain (Recticel Iberica – EUR 5.7 million), (amounts before
offset with deferred tax liabilities).
Assets held for sale - Discontinued operations
In accordance with accounting standard IFRS 5, the Bedding
segment – which per 31 December 2021 was in the process of
being transferred to the Aquinos Group has been reclassified
as assets and liabilities held for sale. The operating result of
the Bedding segment has been presented in the consolidated
financials as Result from Discontinued Operations. For
comparison reasons, the formerly published 2020 financials
have been restated accordingly.
Despite the fact that for the Engineered Foams segment (i)
a decision for divestment has been taken by the Board of
Directors, (ii) a binding offer was received, (iii) a shareholders
approval was received, IFRS 5 has not been applied because
legal carve-outs still have to be executed and regulatory anti-
trust approvals still have to be received. This segment remains
included in the Group reporting as before.
Investment property
Investment property, which is property held to earn rentals
and/or for capital appreciation, is stated at its fair value at the
reporting date. The fair value assessment as per 31 December
2021 led Recticel to increase the value of its investment
property by EUR 4.2 million. This gain, arising from the change
in the fair value of investment property, is included in profit or
loss for the period.
2.4.2.1.5 COVID-19 impact
In the preparation of the consolidated financial statements for
the year ended 31 December 2021, management considered
the current economic environment and the impact of COVID-19.
Despite the negative impact on the performance and cash flows
during 2021 on the Bedding division (which has been divested
on 31 March 2022), Recticel maintains a solid financial and
liquidity position and meets its financial covenants. As such,
management concluded the company is able to continue as a
going concern with no long-term impact from COVID-19.
2.4.2.1.6 Brexit
The annual turnover of the Group in the UK represents 18.0% of
total consolidated sales in 2021. The products the Group sells in
the UK are mainly produced locally. The direct impact of Brexit
concerns (i) the import of chemical raw materials necessary
for local production, as these raw materials are not available in
the UK, and (ii) a currency exchange rate risk. The Brexit treaty
concluded in 2020 between the European Union and the United
Kingdom has led to the elimination of possible risks with regard
to the supply of raw materials.
2.4.2.1.7 Climate change
The Group’s operations are generally speaking not energy
intensive. Consequently, Recticel’s activities and products
have a limited negative impact on the emission of greenhouse
gases. Moreover, this is overcompensated by Recticel’s
Insulation activities, that produce high-performance thermal
insulation boards which over their product lifetime substantially
overcompensate any negative impact on climate change from
the Group’s operations. Going forward, Recticel will become
an even more “green company” as its insulation products
will reduce the impact of heating buildings; hence it positively
mitigates impact on climate change. Climate change might
negatively impact the supply chain (raw material availability
and prices), however, the Group is looking into alternative
solutions such as (chemical and mechanical) recycling of life-end
products.
2.4.2.1.8 Russia-Ukraine conflict
Currently Recticel has no local operations in Russia and
Ukraine. Neither does Recticel export to Russia and Ukraine.
Consequently, there is no direct impact observed nor to be
expected.
However, it is not excluded that future operations and business
are affected indirectly by the conflict. These indirect impacts
may come from supply issues, an inflationary macro-economic
environment, credit risks on customers and increasing financing
costs. It is expected that these eventual impacts on operations
and financial position should remain limited for the Group.
Recticel annual report 2021 127
2.4.2.2 Changes in scope of consolidation
The following changes in the scope of consolidation took place
during the year 2021:
Acquisition of the Swiss-based FoamPartner group - a global
provider of high value-added technical foam solutions in the
Mobility, Industrial Specialties and Living & Care markets.
FoamPartner is fully integrated in the consolidated statements
from 01 April 2021 and is reported under the segment
Engineered Foams. The acquired FoamPartner companies are:
FoamPartner Germany GmbH - Germany, which merged
with FoamPartner Converting Center GmbH, Germany,
FoamPartner Leverkusen GmbH, Germany and FoamPartner
Delmenhorst GmbH, Germany
Frina Mousse sàrl – France (in liquidation)
FoamPartner Switzerland AG - Switzerland, which merged
with Buttikofer AG, Switzerland
FoamPartner Holding AG - Switzerland
FoamPartner America Inc - USA
FoamPartner Singapore - Singapore
FoamPartner Polyurethane Materials (Changzhou) Co., Ltd. -
China
FoamPartner Trading (Shanghai) Ltd - China
End-2021, Recticel Bedding Belgium SA/NV was set up in the
context of the carve-out of the Bedding activities which are to
be sold to Aquinos (see 2.4.2.4.7 Discontinued operations).
So, following the agreement reached with the Aquinos Group
on the divestment of the Group’s Bedding activities, and in
accordance with IFRS 5, the Bedding activities are presented
as discontinued operations in the consolidated financial
statements. For legal entities impacted by disposal of Bedding
activities, see note 2.4.2.5.4.
Despite the fact that for the Engineered Foams segment (i)
a decision for divestment has been taken by the Board of
Directors, (ii) a binding offer was received, (iii) a shareholders
approval was received, IFRS 5 has not been applied because
legal carve-outs still have to be executed and regulatory anti-
trust approvals still have to be received.
The following changes in the scope of consolidation took place
during the year 2020:
On 01 July 2020, Recticel announced the closing of the
divestment of its Automotive Interiors business to TEMDA2
GmbH, a new joint venture with Admetos. Recticel continues
to hold a participation of 49% in this new joint venture. The
agreement contains reciprocal call/put options - for Admetos to
acquire, or Recticel to sell its remaining 49% share -, which are
exercisable as from March 2024.
The disposal of the Automotive Interiors activities comprises
the following companies:
Recticel UREPP Belgium NV - Belgium
Ningbo Recticel Automotive Parts Co. Ltd – China
Shenyang Recticel Automotive Parts Co. Ltd – China
Shenyang II Recticel Automotive Parts Co. Ltd – China
Langfang Recticel Automotive Parts Co. Ltd – China
Changchun Recticel Automotive Parts Co. Ltd – China
RAI Most s.r.o. – Czech Republic
Recticel Czech Automotive s.r.o. – Czech Republic
Recticel Interiors CZ s.r.o. – Czech Republic
Recticel Automobilsysteme GmbH – Germany
Recticel North America Inc – United States
The new joint venture TEMDA2 GmbH has been integrated
following the equity method under the heading ‘Investments in
other associates.
Furthermore, Recticel sold its 50% stake in Eurofoam to its
joint-venture partner Greiner AG. The Eurofoam joint venture
was established in 1992 to develop flexible foams activities in
Eastern Europe. In 1997, the joint venture was extended by both
partners’ contribution of their existing activities in Austria and
Germany. Eurofoam is headquartered in Vienna (Austria) and
operates in various Central and Eastern European countries. It
employs approximately 2,100 people and realized sales of EUR
400 million in 2019. In accordance with IFRS 5, both above-
mentioned businesses have been presented as discontinued
operations in the consolidated income statement. Details are
disclosed in note 2.4.2.4.7.
Recticel annual report 2021 128
2.4.2.3 Business and geographical segments
2.4.2.3.1 Business segments
Following the intended disposal of the Bedding segment (2022),
the principal market segments for Recticel’s goods and services
are reported as from 2021 under three operating segments:
Engineered Foams, Insulation and Corporate.
IFRS 8 requires operating segments to be identified on the
basis of the internal reporting structure of the Group that allows
a regular performance review by the chief operating decision
maker and an adequate allocation of resources to each segment.
The information reported to the Group’s chief operating decision
maker for the purpose of resource allocation and performance
assessment per segment is more specifically focussed on
Sales, EBITDA, Operating profit (loss), Capital Employed and
Operational Cash Flow per segment. For more details on these
segments, reference is made to the first part of this annual
report. Information regarding the Group’s reportable segments
is presented below. Inter-segment sales are made at conditions
which are applicable under the framework of the Group Transfer
Pricing Policy.
Income statement for the year 2021
in thousand EUR
Group Recticel
Engineered
Foams
Insulation
Corporate &
Eliminations
Total
SALES
External sales
2
583,559 390,558 58,679 1,032,795
Inter-segment sales 0 0 0 0
Total sales 583,559 390,558 58,679 1,032,795
OPERATING PROFIT (LOSS)
Unallocated corporate expenses¹ (30,051)
Operating profit (loss) 25,168 51,415 (30,051) 46,532
Financial result (4,538)
Income from other associates, impairments other associates and change in fair
value of option structures
(6,864)
Result for the period before taxes 35,130
Income taxes 14,335
Result for the period after taxes - Continuing operations 49,465
Result for the period after taxes - Discontinued operations 4,876
Result for the period after taxes - Continuingand discontinued operations 54,341
of which non-controlling interests 819
of which share of the Group 53,522
1 Relates to headquarters’ costs which include EUR 16.6 million consultancy fees (see note 2.4.2.4.3.).
2 External sales Corporate represents sales of chemical raw materials at cost to Proseat and TEMDA2 companies.
Recticel annual report 2021 129
Income statement for the year 2020 (restated)
in thousand EUR
Group Recticel
Engineered
Foams
Insulation
Corporate &
Eliminations
Total
SALES
External sales
(2)
318,528 249,246 49,110 616,883
Inter-segment sales 0 0 0 0
Total sales 318,528 249,246 49,110 616,883
OPERATING PROFIT (LOSS)
Unallocated corporate expenses¹ (22,645)
Operating profit (loss) 14,812 16,939 (22,645) 9,106
Financial result (3,588)
Income from other associates and change in
fair value of option structures
(10,212)
Result for the period before taxes (4,694)
Income taxes (3,470)
Result for the period after taxes - Continuing
operations
(8,164)
Result for the period after taxes - Discontinued
operations
71,319
Result for the period after taxes -
Continuingand discontinued operations
63,155
of which non-controlling interests 4
of which share of the Group 63,151
1 Includesheadquarters’ costs: EUR 14.7 million (2019: EUR 14.4 million) and R&D expenses (Corporate Programme):
EUR 2.4 million (2019: EUR 2.5 million).
2 External sales Corporate represents sales of chemical raw materials at cost to Proseat and TEMDA2 companies.
Other information 2021
in thousand EUR
Group Recticel Engineered Foams Insulation Corporate Total
Depreciation and amortisation 30,327 10,980 1,869 43,175
Impairment losses recognised in profit and loss 0 27 0 27
EBITDA 55,494 62,422 (28,181) 89,734
Capital expenditure/additions 9,726 3,998 1,302 15,026
Other information 2020 (restated)
in thousand EUR
Group Recticel Engineered Foams Insulation Corporate Total
Depreciation and amortisation 14,582 10,575 2,633 27,790
Impairment losses recognised in profit and loss 1,273 0 95 1,368
EBITDA 30,667 27,513 (19,890) 38,290
Capital expenditure/additions 7,964 4,707 3,487 16,158
Recticel annual report 2021 130
EBITDA
EBITDA per segment is commented in the first part of this annual report (section Report by the Board of Directors).
The breakdown of the goodwill per business line
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
United Kingdom
3,221
3,015
Continental 1,060 1,062
Scandinavia
5,396
5,328
Total Engineered Foams 9,677 9,405
Continental
3,056
2,211
United Kingdom
988
923
Total Insulation
4,044
3,134
Total goodwill
13,721
12,539
Adjustments to Operating profit (loss) per segment
in thousand EUR
Group Recticel
Engineered
Foams
Insulation Corporate Total
2021
Restructuring charges and provisions (2,171) (77) (568) (2,816)
Other (5,622) (87) (10,986) (16,695)
Impairments 0 (27) 0 (27)
TOTAL (7,793) (191) (11,554) (19,537)
2020 restated
Restructuring charges and provisions (865) (165) (13) (1,043)
Other (351) 0 (4,745) (5,096)
Impairments (1,273) 0 (95) (1,368)
TOTAL (2,489) (165) (4,853) (7,507)
Recticel annual report 2021 131
For 2021
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).
For 2020 (restated)
Restructuring charges (EUR -1.0 million) refer to additional restructuring measures in execution
of the Group's rationalisation plan.
Other adjustments relate mainly to non-recurring costs relating to due diligence and legal fees
and expenses linked to the FoamPartner acquisition.
Impairments relate to idle assets in Flexible Foams in Spain (EUR 1.3 million).
2.4.2.3.2 Geographical repartition and disaggregation of sales
The Group’s operations are mainly located in the European Union.
Sales (by destination)
The following tables provide an analysis of the Group’s sales and fixed assets by geographical
market.
in thousand EUR
Group Recticel 2021 2020 restated
Belgium 124,305 102,379
France 127,456 99,667
Germany 109,919 22,759
Other EU countries 296,786 193,473
European Union 658,466 418,279
United Kingdom 191,101 136,555
Other 183,227 62,049
TOTAL 1,032,795 616,883
Reliance on major customers
In 2021, none of the customers represented more than 10% of total sales.
The top-10 customers of the Group represent 14.9% (2020 restated: 22.8%) of total consolidated sales.
Intangible assets – Property, plant & equipment – Right-of-use assets –
Investment property
in thousand EUR
Group Recticel
Acquisitions, including own
production
31 Dec 2021 31 Dec 2020 2021 2020
Belgium 76,618 86,413 7,645 13,554
France
34,533
36,070 2,830 2,671
Germany
105,905
8,582 4,733 1,394
Other EU countries
37,551
79,967 4,434 22,108
European Union
254,607
211,032 19,642 39,728
China 32,276
2,053
1,115 1,152
Switzerland
63,071 2,401
1,487 29
United Kingdom
50,165
42,900 2,361 1,801
Other
18,398
8,127 3,331 1,259
TOTAL
418,518
266,512 27,936 43,969
Recticel annual report 2021 132
2.4.2.4 Income statement
2.4.2.4.1 Gross profit
On a like-for-like basis, the gross profit increased by 75.7% from 106.7 million (restated) to EUR
187.4 million. The higher gross profit is primarily explained by the increase of sales after a weak
2020 which was heavily impacted by the COVID-19 pandemic, especially in the first half-year. In
addition, the improvement is explained by active pricing management to pass on the higher raw
material costs in the selling prices, further efficiency and mix improvements and the positive
contribution from FoamPartner.
2.4.2.4.2 General and administrative expenses - Sales and
marketing expenses – Research and development expenses
General and administrative expenses increased by EUR 22.5 million to EUR 66.7 million on a like-
for-like basis. This increase is mainly explained by a gradual normalisation in 2021, compared to
2020 during which the COVID-19 pandemic had led to tight cost saving measures and temporary
unemployment measures.
For the same reason, Sales and marketing expenses increased from EUR 32.4 million (restated)
to EUR 44.9 million, as well as Research and development expenses that increased from EUR 7.9
million (restated) to EUR 9.2 million.
2.4.2.4.3 Other operating revenues and expenses
in thousand EUR
Group Recticel 2021 2020 restated
Other operating revenues 20,121 19,043
Other operating expenses (40,512) (30,383)
TOTAL (20,391) (11,340)
Restructuring charges (including site closure, onerous contracts and clean-up costs) (2,816) (1,043)
Gain (Loss) on disposal of intangible, tangible and right-of-use assets 2,736 136
Gain (Loss) on investment operations 27 (90)
Revaluation investment property 4,233 0
IAS 19 Pensions and other similar obligations (1,100) (251)
IAS 19 Operating expenses (932) (1,063)
Provisions 2,749 (3,347)
Fees consultancy and subcontractors (16,597) 0
Other expenses (13,696) (10,638)
Insurances commission (Recticel RE) 3,639 4,423
Other revenues 1,364 534
TOTAL (20,391) (11,340)
Restructuring
In 2021, reorganisation charges (EUR -2.8 million) relate to restructuring measures in Engineered
Foams in The Netherlands, France, Germany and Switzerland (EUR -2.2 million) and at Corporate
level (EUR -0.6 million).
In 2020, restructuring charges (EUR -2.0 million) relate to additional restructuring measures in
execution of the Group's rationalisation plan, mainly reorganisation charges in Engineered Foams
(EUR 0.9 million).
Revaluation investment property
In 2021, this item relates to a revaluation of investment property at fair value in Belgium.
Fees consultancy and subcontractors
In 2021, this item relates to legal and advisory fees 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 and (iv) the preparation of the divestment of Engineered Foams to
Carpenter.
Recticel annual report 2021 133
2.4.2.4.4 Operating profit (loss)
The components (by nature) of the Operating profit (loss) are as follows:
in thousand EUR
Group Recticel 2021 2020 restated
Sales 1,032,795 616,883
Purchases and changes in inventories (595,574) (329,680)
Other goods and services (154,391) (102,888)
Labour costs (212,458) (151,176)
Amortisation and depreciation on non-current assets (42,832) (27,312)
Impairments on non-current assets (27) (2,352)
Amounts written back/(off) on affiliated investments (334) (207)
Amounts written back/(off) on inventories (290) (658)
Amounts written back/(off) on receivables 310 (461)
Provisions 2,761 (2,404)
Gain/(Loss) on disposal intangible and tangible assets 2,736 136
Gain/(Loss) on disposal on investments 27 (91)
Gain/(Loss) on trade receivables (99) 83
Operating taxes (5,268) (4,898)
Other operating expenses (6,062) (9,004)
Own production 3,027 2,778
Operating subsidies 1,040 890
Commissions and royalty income 107 3,680
Operating lease income 1,461 1,553
Revaluation investment property 4,233 0
Service fees 173 740
Other operating income 14,823 12,791
Income from associates 371 703
Operating profit (loss) 46,532 9,106
Sales: Sales increased by 67.4% from EUR 616.9 million to EUR 1,032.8 million; of which +32.8%
from FoamPartner (EUR 202.6 million).
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. More details per segment can be found in the
comments on the financial figures in the Report of the Board of Directors.
Purchases and changes in inventories increased as a result of higher sales and on average
higher chemical raw materials prices and higher volumes compared to 2020 which was impacted
by the COVID-19 pandemic.
Other goods and services comprise transportation costs (EUR 48.3 million versus EUR 34.5
million in 2020), operating lease expenses (EUR 1.8 million versus EUR 1.7 million in 2020),
supplies (EUR 16.8 million versus EUR 11.3 million in 2020), fees (EUR 30.3 million versus EUR
15.0 million in 2020), repair and maintenance costs (EUR 12.3 million versus EUR 8.6 million in
2020), advertising/fairs/exhibition costs (EUR 2.1 million versus EUR 2.2 million in 2020), travel
expenses (EUR 2.3 million versus EUR 1.7 million in 2020), administrative expenses (EUR 6.3
million versus EUR 4.6 million in 2020), insurance expenses (EUR 10.5 million versus EUR 8.6
million in 2020), waste removal and environmental expenses (EUR 3.2 million versus EUR 5.7
million in 2020), security expenses (EUR 1.1 million versus EUR 1.3 million in 2020).
Labour costs increased compared to 2020, which was heavily impacted by the COVID-19
lockdowns imposed in most countries during the second quarter and the use – where possible -
of temporary unemployment.
Income from associates decreased due to the lower result from Orsafoam.
2.4.2.4.5 Financial result
in thousand EUR
Group Recticel 2021 2020 restated
Interest on lease liabilities (1,665) (1,666)
Interest on long-term bank loans (3,056) (558)
Interest on short-term bank loans & overdraft (2,054) (1,026)
Net interest charges on Interest Rate Swaps and Foreign Currency Swaps 42 (112)
Total borrowing cost (6,733) (3,362)
Interest income from bank deposits 220 68
Interest income from financial receivables 786 825
Interest income from financial receivables and cash 1,006 893
Interest charges on other debts (90) (40)
Interest income on other receivables 22 34
Total other interest (69) (5)
Interest income and expenses (5,795) (2,474)
Exchange rate differences 1,347 (828)
Net interest cost IAS 19 (149) (290)
Other financial result 59 5
Total other financial result 1,257 (1,113)
FINANCIAL RESULT (4,538) (3,587)
Recticel annual report 2021 134
2.4.2.4.6 Income taxes
1. Income tax charges
in thousand EUR
Group Recticel 2021 2020 restated
Recognised in the income statement
Current tax expense:
Current year¹ 8,841 3,534
Adjustments in respect of prior year 3 (125)
Total current tax expense 8,844 3,409
Deferred tax expense:
Origination and reversal of temporary differences and tax losses 1,080 (3,617)
Unrecognised deferred tax assets on current year's losses² 2,987 4,544
Recognition of deferred tax assets previously not recognised³ (27,599) (1,538)
Derecognition of previously recognised deferred tax assets 31 387
Effect of changes in tax rates on deferred taxes 427 (136)
Adjustments for prior periods 60 1,622
Other deferred tax expenses (164) (1,201)
Total deferred tax expense (23,179) 61
Total tax expense on continuing operations (14,335) 3,470
1 The current tax expenses increased in 2021 compared to 2020 as a result of higher profit before tax.
2 The unrecognised deferred tax assets on current year's losses mainly relate to losses incurred in Germany in 2021 and to
losses incurred in Germany and Spain in 2020.
3 Additional deferred tax assets have been recognised in Belgium, France and Spain in 2021 compared to 2020 as a result of
increased profit expectations, including gains on the carve-out of the Bedding and Engineered Foams activities.
in thousand EUR
Group Recticel 2021 2020 restated
Reconciliation of effective tax rate
Profit (loss) before taxes - continuing operations 35,130 (4,692)
Minus income from associates (371) (703)
Minus income from other associates (451) 5,790
Result before tax and income from (other) associates 34,308 395
Group's domestic tax rate 25.00% 25.00%
Tax at the Group's domestic income tax rate 8,577 99
Effect of different tax rates of subsidiaries operating in different jurisdictions (2,781) (3,452)
Tax effect of non-deductible expenses 4,171 2,784
Tax effect of non-taxable income (904) (597)
Tax effect of tax incentives (365) (144)
Unrecognised deferred tax assets on current year's losses 2,987 4,544
Recognition of deferred tax assets previously not recognised (27,599) (1,538)
Derecognition of deferred tax assets previously recognised 31 387
Effect of changes in tax rates on deferred taxes 427 (136)
Tax effect of current and deferred tax adjustments related to prior years 65 1,302
Other 1,056 221
Tax expense for the year - continuing operations (14,335) 3,470
in thousand EUR
Group Recticel 2021 2020 restated
Deferred tax charged or (credited) directly to equity
Impact of IAS 19R on equity 1,469 113
Total 1,469 113
Recticel annual report 2021 135
2. Deferred tax assets and liabilities
in thousand EUR
Group Recticel
31 Dec 2020
31 Dec 2021
Deferred
tax assets
Deferred tax
liabilities
Net
Recognised
in the income
statement
Recognised
in other
comprehensive
income
Acquired
in business
combinations
Transfer to
discontinued
operations
Translation
differences
Other Net
Deferred tax
assets
Deferred tax
liabilities
Recognised deferred tax assets and liabilities
Intangible assets¹ 4,690 (345) 4,345
(92) (1) (5,664) (38) 26
0 (1,424)
4,060 (5,485)
Property, plant & equipment¹/² 669 (15,781) (15,112)
(1,866) 0 (18,310) 2,584 (297) 0 (33,002) 1,367 (34,369)
Investments 101 0 101
250 0 289 0 20 4,987 5,648 5,648 (0)
Receivables 35 (799) (764)
(52) 275 (448) 9 (0) (4,450) (5,430) 634
(6,063)
Inventories 322 0 322
1,262 0 (1,298) (38) 67 0 315 329 (15)
Cash and cash equivalents 8 (0) 8
0 0 (0) (7) 0 (1) (0) 0 (0)
Tax-free reserves 1,871 (4,932) (3,061)
(106) 0 0 (19)
31
4 (3,151) 42 (3,193)
Early retirements and defined benefits 7,268 0 7,268
2,488 (1,744) 79 (18) 62 7 8,141 8,141 0
Provisions for other risks and charges 1,865 (6,653) (4,788)
(847) 0 (840) (247) 30 (9) (6,701) 1,614 (8,315)
Interest-bearing borrowings and loans 10,392 (724) 9,668
1,786 0 0
(2,056)
263 (545) 9,116 10,632 (1,516)
Other liabilities 2,438 (157) 2,281
(491) 0 502 (234) 22 35 2,115 2,349 (234)
Tax loss carry-forwards² 12,532 0 12,532
21,106 0 1,641 (356) (1) 0 34,922 34,922 (1)
Other tax attributes 325 0 325
(259) 0 0
1
(0) 0 68 68 (0)
Total 42,516 (29,392) 13,124
23,179 (1,469) (24,050) (419) 223 28 10,617 69,806 (59,190)
Set-off (17,218) 17,218 -
(22,961) 22,961
Total (as provided in the statement of financial
position)
25,298 (12,173) -
46,846 (36,229)
The total net deferred tax assets decreased from EUR 13.1 million at 31 December 2020 to EUR 10.6 million at 31 December 2021. The main changes in 2021 are relating to the following items:
1 An increase of deferred tax liabilities on intangible assets and property, plant & equipment primarily due to the deferred tax liabilities computed on the step-up basis resulting from the purchase price allocation of the acquisition of FoamPartner (impact of EUR 22.7
million included in the column Acquired in business combinations).
2 An increase of deferred tax assets on tax loss carry forwards as a result of the recognition in 2021 of deferred tax assets previously not recognised on losses in Belgium (EUR 17.1 million), France (EUR 5.9 million) and Spain (EUR 3.6 million) - impact included in
the amount of EUR 21.1 million recognised in the income statement.
Recticel annual report 2021 136
Tax loss carry-forwards – amounts by expiration date:
in thousand EUR
Group Recticel 2021³ 2020
¹/²
One year 951 0
Two years 1,044 2,322
Three years 364 8,529
Four years 0 313
Five years and thereafter 9,201 134,101
Without time limit 360,681 396,757
TOTAL 372,242 542,022
1 The total amount of tax losses carried forward per 31 December 2020 (EUR 542 million) includes EUR 128.2 million of tax
loss carryforwards for the US of which EUR 127.5 million were lost in 2021 due to the earlier divestment of the TEMDA2
(Ascorium) (formerly Automotive Interiors) activities.
2 The total amount of tax losses carried forward per 31 December 2020 also includes the tax losses carried forward of the
entities of the Bedding activities (EUR 26.4 million) which were reported within the discontinued operations in 2021 and of
Proseat NV (EUR 19,7 million) which has been liquidated in 2021.
3 At 31 December 2021, EUR 34.9 million of deferred tax assets are recognised in respect of tax losses, representing EUR
139.6 million of tax losses carried forward out of a total amount of tax losses carried forward of EUR 372 million. Deferred
tax assets in relation to losses which are not recognised relate mainly to Germany (Recticel Verwaltung EUR -173 million) and
Spain (Recticel Iberica: EUR -50 million).
Deferred tax assets recognised and unrecognised by the Group apply to the
following elements as at 31 December 2021:
in thousand EUR
Group Recticel
Total potential
deferred tax
assets¹
Recognised
deferred tax
assets
2/3
Not recognized
deferred tax
assets
1/2
Temporary differences 36,732 34,816 1,916
Tax losses carried forward 104,265 34,922 69,343
Other tax attributes 3,357 68 3,289
Total before set-off 144,354 69,806 74,548
1 The variances in total potential deferred tax assets and non recognised deferred tax assets in 2021 compared to 2020 are
mainly due to:
- the attribution of the losses in the US to the TEMDA2 (Ascorium) (formerly Automotive Interiors) activities which were divested
(impact of EUR 27.9 million)
- the exclusion of the Bedding division which is reported within the discontinued assets (impact of EUR 2.4 million)
- the liquidation of Proseat NV (impact of EUR 4.9 million).
2 The remaining variance on non-recognised deferred tax assets is primarily due to the recognition in 2021 of deferred tax assets
not recognised in 2020, in Belgium (EUR 17.1 million), France (EUR 5.9 million) and Spain (EUR 3.6 million).
3 At 31 December 2021 deferred tax assets of EUR 69.8 million are recognised mainly in Belgium (EUR 33.2 million), in
France (EUR 8.6 million), United Kingdom (EUR 6.2 million) and Spain (EUR 5.7 million). These deferred tax assets have
been recognised as it is expected that future taxable profit will be available against which the related deductible temporary
differences, unused tax losses and tax attributes can be utilized.
Deferred tax assets recognised and unrecognised by the Group apply to the
following elements as at 31 December 2020:
in thousand EUR
Group Recticel
Total potential
deferred tax assets
Recognised deferred
tax assets
Not recognized
deferred tax assets
Temporary differences 37,648 29,659 7,989
Tax losses carried forward 141,369 12,532 128,838
Other tax attributes 3,981 325 3,654
Total before set-off 182,998 42,516 140,481
Deferred tax liabilities are recognised for taxable temporary differences arising on investments
in subsidiaries and associates, and interests in joint ventures, except where the Group is able
to control the reversal of the temporary difference and when it is probable that the temporary
difference will not reverse in the foreseeable future. Except for the undistributed profit in Estonia,
no deferred tax liabilities have been recognised on undistributed retained earnings of subsidiaries.
Recticel annual report 2021 137
2.4.2.4.7 Discontinued operations
For the period ending 31 December 2021
The result of the period after taxes of the discontinued operations (EUR 4.9 million) comprises:
The net result of Bedding (EUR +3.5 million), and
The net result of EUR +1.4 million in relation with TEMDA2 (Ascorium, formerly Automotive
Interiors)
Bedding
On 18 November 2021 Recticel entered into a binding agreement with Aquinos Group for the sale
of its Bedding Activities. At the special shareholders meeting on 24 December 2021 all proposed
resolutions regarding the sale of the Bedding business line to Acquinos were approved. The Sales
and Purchase Agreement (“SPA”) was signed on 28 December 2021. The business generated
sales of EUR 208,6 million for the year ending 31 December 2021 and represents disposed net
assets of EUR 65,1 million as of 31 December 2021. The transaction was expected to be closed
during the first quarter of 2022.
Following the application of IFRS 5, Bedding activities have been accounted for as discontinued
operations. IFRS 5 has been applied on the basis of the following facts : (i) decision by the
Board of Directors to divest the Bedding activities, (ii) received a binding offer, (iii) obtention
of a shareholders’ approval, (iv) execution of legal carve-outs and (v) no anti-trust issues to be
expected.
The results of these Bedding activities are composed as follows:
in thousand EUR
Profit and loss account
Bedding
2020 2021
Sales 211,909 208,555
Cost of sales (161,540) (165,169)
Gross profit (loss) 50,369 43,386
General and administrative expenses (13,719) (12,013)
Sales and marketing expenses (28,217) (27,805)
Research and development expenses (1,354) (2,081)
Impairment of goodwill, intangible and tangible assets (88) 0
Other operating revenues 1,544 1,584
Other operating expenses (3,791) (3,208)
Operating profit (loss) 4,744 (137)
Financial result (1,557) (1,203)
Result of the period before taxes 3,187 (1,340)
Income taxes (554) (964)
Net result of the period 2,633 (2,304)
Adjustments consolidation 0 5,805
Total net result at level of Recticel NV/SA 2,633 3,501
An impairment analysis has been made under IFRS 5 (i.e. lower of fair value – cost to sell versus
carrying assets) and didn’t result in an impairment.
The net assets of Bedding are as follows:
in thousand EUR
Assets and liabilities
31 Dec 2021
Bedding
Goodwill 11,079
Intangible assets 7,658
Property, plant and equipment 22,536
Right-of-use assets 24,564
Other financial assets 257
Deferred taxes 6,304
Prepaid for defined benefit plans 1
Non-current assets 72,399
Inventories 33,372
Trade receivables 23,517
Other receivables and other financial assets 4,358
Income tax receivables 281
Other investments 187
Cash and cash equivalents 7,352
Reclassification to assets held for sale 0
Current assets 69,067
TOTAL ASSETS OVER WHICH CONTROL WAS LOST 141,466
Pensions and similar obligations 6,206
Provisions 2,192
Financial liabilities 19,241
Other amounts payable 3
Non-current liabilities 27,642
Provisions 189
Financial liabilities 516
Trade payables 24,789
Current contract liabilities 7,964
Income tax payables 102
Other amounts payable 15,212
Current liabilities 48,772
TOTAL LIABILITIES OVER WHICH CONTROL WAS LOST 76,414
NET ASSETS DISPOSED OF 65,052
Recticel annual report 2021 138
In accordance with IFRS 5, the balance sheet per 31 December
2020 has not been restated, and the balance sheet per 31
December 2021 has been restated with balance sheet positions
of continuing versus discontinued operations being eliminated.
Transactions between the discontinued operations of
Bedding and the other continuing activities are eliminated,
both at income statement and financial position level. These
transactions relate mainly to purchases of raw materials by
Bedding (EUR 50.7 million) and net short-term financings (EUR
25.5 million).
In the income statement per 31 December 2020 and 2021
transactions between continuing and discontinued operations
have been eliminated.
At 31 December 2021 the other comprehensive income
comprises hedging reserves (EUR 3.0 million) and currency
translation adjustments (EUR 3.6 million) that will be recycled in
the income statement (result from discontinued operations) at
the moment of the closing of the divestment of Bedding.
The cash flow statement of the discontinued operations is as
follows:
in thousand EUR
Cash flows 2021 2020
Operating profit (loss) (571) 4,744
Income from discontinued operations 1,375 68,692
Amortisation of intangible assets 613 675
Depreciation of tangible assets 6,541 16,830
Amortisation of deferred long term and upfront payment 562 1,339
(Reversal) Impairment losses on goodwill, intangible and tangible assets 0 1,193
(Write-back)/Write-offs on assets (391) (186)
(Write-back)/Write-offs on shares affiliates 0 220
Changes in provisions 481 (594)
(Gains) / Losses on disposals of shares affiliates 0 (101,674)
GROSS OPERATING CASH FLOW BEFORE WORKING CAPITAL MOVEMENTS 8,610 (8,762)
Inventories (3,607) (288)
Trade receivables 5,417 4,669
Other receivables (11,929) 650
Trade payables 9,127 (13,006)
Other payables (3,588) (6,233)
Changes in working capital (4,581) (14,209)
Trade & Other long term debts maturing within 1 year (11) 111
Tax credit (non-current receivables) (7) 0
Income taxes paid (215) (1,743)
NET CASH FLOW FROM OPERATING ACTIVITIES 3,796 (24,603)
Interests received 0 131
Dividends received 0 (113)
Investments in and subscriptions to capital increases 0 (1,403)
Decrease of loans and receivables 0 27
Investments in intangible assets (2,327) (198)
Transfers fromInvestments in Pproperty, plant and equipment (2,595) (5,373)
Net deferred charges long term (559) (545)
Disposals of intangible assets 2 0
Disposals of property, plant and equipment 26 252
Disposals of investments held for sale (17) 0
(Increase)/Decrease of investments available for sale 0 (16)
NET CASH FLOW FROM DIVESTMENT (INVESTMENT) ACTIVITIES (5,470) (7,238)
Interests paid on financial debt (36) (459)
Increase of financial debt 0 10,337
Decrease of financial debt (2,983) (691)
Decrease of lease debt 0 (7,384)
NET CASH FLOW FROM FINANCING ACTIVITIES (3,018) 1,803
Effect of exchange rate changes (f) (0) 0
CHANGES IN CASH AND CASH EQUIVALENTS (4,693) (30,038)
NET FREE CASH FLOW (1,710) (39,684)
Recticel annual report 2021 139
TEMDA2 GmbH (formerly Automotive Interiors)
For the period ending 31 December 2021
Following the finalization of the closing accounts per 31 December 2021 for the Automotive
Interiors divestment, a settlement was reached between Recticel and the purchaser with regard
to certain amounts to be taken into consideration for deduction from the purchase price, as well
as a claimed breach of the agreement. The settlement of the Automotive Interiors divestment led
to a positive result of EUR 1.4 million as per 31 December 2021.
For the period ending 31 December 2020
On 30 June 2020, the Group has completed the divestment of its 50% stake in the Eurofoam
Flexible Foams joint venture to Greiner, as well as the divestment of its Automotive Interiors
division to TEMDA2 GmbH, a newly created company in which Admetos holds 51% and Recticel
holds a 49% minority participation.
The contractual framework for the divestment of Automotive Interiors contained - besides
customary post-closing price adjustments for working capital normalisation and cash/debt items
at the level of the divested entities - specific arrangements to compensate the joint-venture for
adverse conditions that may occur beyond the control of Recticel with regard to: (i) the potential
impact of the COVID-19 pandemic on the Automotive Interiors operations and (ii) future cost of
the insurance coverage of the joint-venture.
The first item related specifically to a potential compensation for the loss of contribution margin
over the period 01 July – 31 December 2020 - compared to the contribution margin taken into
account in the reference business plan -, as a consequence of a shortfall in sales induced by the
potential negative impact of the COVID-19 pandemic. The total compensation amounted to EUR
0,5 million and has been fully settled as of April 2021.
For the second item, a provision had been recognised based on the estimated potential additional
insurance costs.
The financing of the new joint-venture includes a EUR 25 million acquisition term loan and a EUR
20 million Revolving Credit facility to finance working capital needs of the joint-venture financing
facilities. The financing is supported by guarantees issued by the Group, while the agreement
provides for a refinancing as of 2022.
The Automotive Interiors divestment agreement contains reciprocal call/put options for Admetos
to acquire, or Recticel to sell, its remaining 49% share, exercisable as from March 2024 at a price
calculated on the basis of a pre-agreed EBITDA multiple.
in thousand EUR
Gross profit
Disposal of
Eurofoam
Disposal of
Automotive Interiors
Total gain (loss) on transaction 124,428 (41,225)
Net result of the period 3,813 (18,330)
Total profit (loss) discontinued activities 128,241 (59,555)
in thousand EUR
Group Recticel
Total shareholders'
equity
Of which continuing
operations
Of which discontinued
operations
Equity at the beginning of the period 334,075
332,745 1,330
Restatement IFRS 16 * (1,906)
0 (1,906)
Dividends (14,469)
(14,469) 0
Stock options (IFRS 2) 786
786 0
Capital movements ¹ 1,372
1,372 0
Shareholders' movements (12,311)
(12,311) 0
Profit or loss of the period 53,522
48,646 4,876
Other comprehensive income 16,403
13,337 3,066
Changes in scope 0
0 0
Total comprehensive income 69,925
61,983 7,942
Equity at the end of the period 389,783
382,417 7,366
1 see note 2.4.5.12.
*Adjustment for reassessment of assumptions on dismantling and restoration costs.
Recticel annual report 2021 140
The results are composed as follows:
in thousand EUR
Profit and loss account
2020
Eurofoam
TEMDA2 GmbH
(previously Automotive
Interiors)
Sales 0 55,303
Cost of sales 0 (55,166)
Gross profit (loss) 0 137
General and administrative expenses 0 (6,801)
Sales and marketing expenses 0 (2,847)
Research and development expenses 0 (815)
Impairment of goodwill, intangible and tangible assets 0 (1,106)
Other operating revenues 127,123 574
Other operating expenses (2,695) (55,985)
Income from other associates 3,813 11,656
Operating profit (loss) 128,241 (55,187)
Financial result 0 (2,556)
Result of the period before taxes 128,241 (57,743)
Income taxes 0 (1,812)
Net result of the period 128,241 (59,555)
The impact of the discontinued operations on the cash flow statement can be found in note
2.4.1.5 Consolidated cash flow statement.
For the period ending 31 December 2020
The capital gain (loss) on the divestment of respectively Eurofoam and the Automotive Interiors
activities can be summarized as follows:
in thousand EUR
Capital gain (loss) on disposal Eurofoam
TEMDA2 GmbH
(previously
Automotive
Interiors)
Full consideration received 184,547 2,390
Net assets disposed (44,944) (22,360)
Cumulative translation differences related to the net assets disposed (11,770) (6,757)
Provisions for post-closing price adjustments and specific arrangements (865) (12,798)
Transaction fees and other expenses (2,540) (1,700)
Capital gain (loss) on disposal 124,428 (41,225)
2.4.2.4.8 Business combinations
For the period ending 31 December 2021
On 31 March 2021 Recticel acquired 100% of the shares of FoamPartner for an enterprise value
of CHF 270 million, CHF 20 million of the price being payable in January 2022. This represents
an 8.6x average 2019A-2020F normalized EBITDA multiple. FoamPartner is a global provider of
high value-added technical foam solutions in the Mobility, Industrial Specialties and Living & Care
markets. There is significant complementarity and synergy upside with Recticel.
FoamPartner was founded in 1937 and has been a member of Conzzeta AG since 1980. It is an
innovative polyurethane foams supplier offering over 200 specialty foams and tailored solutions
for industrial, mobility and comfort applications. The group is headquartered in Wolfhausen,
Switzerland and operates through a footprint of 12 sites located in the USA, China, Germany,
Switzerland and France, and a sales network in 58 countries. FoamPartner employs about 1,100
people and generated net sales of CHF 297 million in 2019 and CHF 257 million in 2020.
Recticel combined the FoamPartner business with the Recticel Flexible Foams division, to form
the new Engineered Foams business segment. Financing has been secured by a syndicated
acquisition facility which was arranged and fully underwritten by KBC Bank and to which Belfius
Bank, BNP Paribas Fortis, Commerzbank and LCL confirmed their participation. The acquisition
facility has a 3-year tenor with two 1-year extension options.
Details of the purchase consideration are as follows in million CHF and million EUR:
Purchase consideration in million CHF in million EUR
Purchase consideration 167.9 155.9
Net financial debt 88.8 82.2
Debt-like items and working capital adjustments 13.3 12.2
Total purchase consideration 270.0 250.3
The change in the total purchase consideration (EUR 250.3 million versus EUR 246.4 million
per 30 June 2021) is mainly due to currency impacts (CHF/EUR) and settlements in the closing
accounts.
Recticel annual report 2021 141
The enterprise value of CHF 270 million (EUR 248.3 million), can be reconciled as follows to the
cash flow from investment activities as per 31 December 2021:
in million EUR
Consideration payable to customersid
Total purchase consideration 250.3
Debt-like items and working capital adjustments (12.2)
Deferred payment payable in January 2022 (18.2)
Consideration paid 219.9
Compared to 30 June 2021, the receivable on Conzzeta AG has been settled resulting in a
consideration paid per 31 December 2021 of EUR 219.9 million.
The assets and liabilities recognized as a result of the acquisition are as follows:
in million EUR
Assets and liabilities
Customer list 16.3
Cash-in from disposals ofOther intangible assets 10.4
Property, plant and equipment 178.2
Right-of-use assets 7. 4
Inventories 38.2
Trade receivables 54.8
Cash and cash equivalents 19.6
Provisions -2.9
Employee benefit liabilities (net) -1.1
Financial liabilities -103.9
Lease liabilities -7.4
Trade payables -30.6
Net deferred taxes -23.1
Net identifiable assets acquired 155.9
Goodwill 0.0
Total net debt, debt-like items and working capital adjustments 94.4
Total purchase consideration - '000 EUR 250.3
Total purchase consideration - '000 CHF 270.0
The fair value of the acquired customer list and customer contracts of EUR 16.3
million and part of Property, Plant and Equipment of EUR 178.2 million was
provisional as per 30 June 2021 and has been finalized per the 31 December
2021 following the receipt of the final valuations for those assets. Other fair
value adjustments relate to inventory step up adjustment (EUR 3.4 million) and
Marketing and Technology related intangible assets (EUR 4.8 million). Deferred
tax liabilities of EUR -24.7 million have been provided for in relation to these fair
value adjustments. Next to that, EUR 1.6 million deferred tax assets have been
recognized on tax losses caried forward in the US.
Acquisition-related costs
Acquisition-related costs of EUR 3.7 million relate to real estate transfer taxes
and advisor fees and are included under ‘’other operating expenses in the
income statement as per 31 December 2021.
Revenue and profit contribution
The acquired business contributed revenues of EUR 205.4 million and an
adjusted operating profit of EUR 3.1 million and a net result of EUR -5.4 million
to the group for the period from 1 April 2021 to 31 December 2021. If the
acquisition had occurred on 1 January 2021, consolidated revenue, consolidated
adjusted operating profit and consolidated net result (attributable to the owners
of the parent) for the year-ended 31 December 2021 would have been EUR 1.103
million, EUR 66.4 million and EUR 28.8 million respectively.
Staff
As a result of the acquisition of FoamPartner the average number of people
employed increased by 851 full time equivalents.
For the period ending 31 December 2020: None
Recticel annual report 2021 142
2.4.2.4.9 Dividends
Amounts recognised as distributions to equity holders in the period.
Dividend for the period ending 31 December 2020 of EUR 0.26 per share.
Proposed dividend for the period ending 31 December 2021 of EUR 0.29 per share, leading to a
total pay-out of EUR 16,229,392 (2020: EUR 14,493,159), including the portion attributable to the
treasury shares (326,800 in total per 31 December 2021).
The proposed dividend is subject to approval by the shareholders at the Annual General Meeting
and has not been included as a liability in these financial statements.
2.4.2.4.10 Basic earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
Group Recticel 2021 2020
Net profit (loss) for the period (in thousand EUR) 54,341 63,155
Net profit (loss) from continuing operations 49,465 (8,164)
Net profit (loss) from discontinued operations 4,876 71,319
Weighted average shares outstanding
Ordinary shares on 01 January (excluding treasury shares*) 55,416,120 55,070,639
Exercised subscription rights 220,500 345,481
Ordinary shares on 31 December (excluding treasury shares*) 55,636,620 55,416,120
Weighted average shares outstanding 55,519,330 55,174,425
* Number of treasury shares held per 31 December
326,000
326,800
in EUR
Group Recticel 2021 2020
Basic earnings per share
0.98
1.14
Basic earnings per share from continuing operations 0.89 (0.15)
Basic earnings per share from discontinued operations 0.09 1.29
2.4.2.4.11 Diluted earnings per share
Computation of the diluted earnings per share:
in thousand EUR
Group Recticel 2021 2020
Dilutive elements
Net profit (loss) from continuing operations 49,465 (8,164)
Net profit (loss) from discontinued operations 4,876 71,319
Profit (loss) attributable to ordinary equity holders of the parent entity
including assumed conversions
54,341 63,155
Weighted average ordinary shares outstanding 55,519,330 55,174,425
Stock option plans - subscription rights ¹ 763,533 206,607
Weighted average shares for diluted earnings per share 56,282,863 55,381,032
in EUR
Group Recticel
2021
2020
Diluted earnings per share 0.97 1.14
Diluted earnings per share from continuing operations 0.88 (0.15)
Diluted earnings per share from discontinued operations 0.09 1.29
1 Per 31 December 2021, all outstanding subscription right plans as from April 2016 are in-the-money. The outstanding
subscription right plans which are out-of-the-money are disclosed as anti-dilutive.
Recticel annual report 2021 143
2.4.2.5 Statement of financial position
2.4.2.5.1 Intangible assets
For the year ending 31 December 2021:
in thousand EUR
Group Recticel
31 Dec 2020
Development
costs
Trademarks,
patents &
licenses
Client
portfolio
goodwill
Other
intangible
assets
Assets under
construction
and advance
payments
Total
At the end of the preceding period
Gross book value 409 49,374 7,728 274 10,331 68,116
Accumulated amortisation (409) (37,458) (7,000) (240) (190) (45,298)
Accumulated impairment 0 (6,332) 0 0 (1,681) (8,013)
Net book value at the end of the
preceding period
0 5,584 728 34 8,459 14,806
Movements during the year:
Business combinations 0 4,762 16,347 5,707 0 26,816
Acquisitions 0 2,210 14 2 2,005 4,231
Amortisation 0 (3,252) (2,105) (117) 0 (5,474)
Transfers from one heading to
another
0 7,098 65 (5,489) (653) 1,021
Transfer to discontinued operations 0 (3,156) 0 0 (4,543) (7,699)
Exchange rate differences 0 281 867 123 (27) 1,244
At the end of the current period 0 13,527 15,916 260 5,241 34,945
Gross book value 153 58,434 24,527 1,824 5,955 90,893
Accumulated amortisation (153) (38,585) (8,611) (1,564) (102) (49,015)
Accumulated impairment 0 (6,322) 0 0 (612) (6,934)
Net book value at the end of the
period
0 13,527 15,916 260 5,242 34,945
Useful life (in years) 3-5 3-10 5-10 5 maximum n.a.
Reference is also made to note 2.4.2.1.4. - Key judgments and major sources of estimation
uncertainty and note 2.4.2.4.8. – Business combinations.
The above figures contain the impact of the discontinued operations (Bedding), of which impact is
included in line item Transfer to discontinued operations. As such total amortisation in the above
table comprise EUR -0.6 million related to Bedding (discontinued).
In 2021, the item ‘Business combinations’ relates to the acquisition of FoamPartner.
Total acquisition of intangible assets amounted to EUR 4.2 million, compared to EUR 3.7 million
in 2020. The investments in intangible assets in 2021 mainly related to Assets under construction
and advance payments” for new developments and licence costs related to the roll-out of the SAP
IT platform (EUR 2.1 million).
For the year ending 31 December 2020:
in thousand EUR
Group Recticel
Development
costs
Trademarks,
patents &
licenses
Client
portfolio
goodwill
Other
intangible
assets
Assets under
construction
and advance
payments
Total
At the end of the preceding period
Gross book value 12,356 52,693 5,745 279 8,450 79,523
Accumulated amortisation (11,905) (39,928) (4,842) (234) (253) (57,162)
Accumulated impairment (5) (6,370) 0 0 (1,681) (8,056)
Net book value at the end of the
preceding period
447 6,395 903 45 6,516 14,306
Movements during the year:
Discontinued operations (365) (467) (0) (9) (92) (933)
Acquisitions 0 73 0 4 3,607 3,685
Impairments 0 (9) 0 0 0 (9)
Amortisation (207) (1,820) (176) (16) 0 (2,218)
Transfers from one heading to
another
132 1,462 0 9 (1,569) 34
Exchange rate differences (7) (51) 0 (0) (4) (62)
At the end of the current period 0 5,584 728 34 8,458 14,804
Gross book value 409 49,374 7,728 274 10,331 68,116
Accumulated amortisation (409) (37,458) (7,000) (240) (190) (45,298)
Accumulated impairment 0 (6,332) 0 0 (1,681) (8,013)
Net book value at the end of the
period
0 5,584 728 34 8,459 14,806
Useful life (in years) 3-5 3-10 5-10 5 maximum n.a.
Recticel annual report 2021 144
Reference is also made to note 2.4.2.1.4. - Key judgments and major sources of estimation
uncertainty and note 2.4.2.4.8. – Business combinations.
In 2020, the item ‘Discontinued operations’ relates to the discontinued Automotive Interiors
operations. Total acquisition of intangible assets amounted to EUR 3.7 million, compared to EUR
4.6 million in 2019. The investments in intangible assets in 2020 mainly related to Assets under
construction and advance payments” for new developments and licence costs related to the roll-
out of the SAP IT platform (EUR 3.2 million).
2.4.2.5.2 Property, plant & equipment
For the year ending 31 December 2021:
in thousand EUR
Group Recticel
Land &
buildings
Plant,
machinery &
equipment
Furniture &
vehicles
Leases
& similar
rights
Other
tangible
assets
Assets under
construction
Total
At the end of the preceding period
Gross value 195,308 323,510 26,416 0 231 15,507 560,972
Accumulated depreciation (107,741) (256,452) (20,979) 0 (163) 0 (385,335)
Accumulated impairments (1,012) (1,624) (1) 0 0 0 (2,637)
Net book value at the end of the
preceding period
86,555 65,434 5,436 0 68 15,507 173,000
Movements during the year
Business combinations 125,791 42,230 3,521 0 0 6,655 178,197
Acquisitions 198 1,436 248 0 6 12,249 14,137
Impairments 0 (27) 0 0 0 0 (27)
Depreciation (7,870) (18,739) (2,284) 0 (6) 0 (28,899)
Sales and scrapped (711) (27) (36) 0 0 0 (773)
Transfers from one heading to
another
(0) 15,195 0 0 0 (16,555) (1,361)
Exchange rate differences 5,654 1,667 112 0 (3) 226 7,656
Transfer to discontinued
operations
(13,645) (11,880) (606) 0 0 (2,394) (28,526)
At the end of the period 195,972 95,290 6,390 0 65 15,689 313,406
Gross value 299,231 457,232 28,753 0 204 15,689 801,108
Accumulated depreciation (102,955) (360,418) (22,363) 0 (139) 0 (485,875)
Accumulated impairments (304) (1,524) 0 0 0 0 (1,828)
Net book value at the end of the
period
195,972 95,290 6,390 0 65 15,689 313,406
Reference is also made to note 2.4.2.1.4. - Key judgments and major sources of
estimation uncertainty and note 2.4.2.4.8. – Business combinations.
The above figures contain the impact of the discontinued operations (Bedding),
of which impact is included in line item Transfer to assets held for sale. As such
total depreciation in the above table comprise EUR -0.3 million related to Bedding
(discontinued).
In 2021, the item ‘Business combinations’ relates to the acquisition of
FoamPartner. Total acquisitions of tangible assets amounted to EUR 14.1 million,
compared to EUR 21.5 million in 2020 (impacted by COVID-19 pandemic). Assets
under construction mainly relate to Belgium (EUR 2.9 million), France (EUR 2.7
million), Germany (EUR 2.4 million), United Kingdom (EUR 1.6 million), Finland
(EUR 0.7 million), Spain (EUR 0.7 million), The Netherlands (EUR 0.6 million),
Poland (EUR 0.5 million), China (EUR 0.4 million) and Switzerland (EUR 0.4
million).
At 31 December 2021, the Group had entered into contractual commitments
for the acquisition of property, plant & equipment amounting to EUR 0.7 million
(2020: EUR 0.2 million)
Recticel annual report 2021 145
For the year ending 31 December 2020:
in thousand EUR
Group Recticel
Land &
buildings
Plant,
machinery &
equipment
Furniture &
vehicles
Leases
& similar
rights
Other
tangible
assets
Assets under
construction
Total
At the end of the preceding
period
Gross value 218,664 522,391 29,411 0 1,106 22,806 794,378
Accumulated depreciation (124,477) (401,925) (23,309) 0 (1,010) (241) (550,962)
Accumulated impairments (3,905) (11,854) (19) 0 0 (22) (15,800)
Net book value at the end of the
preceding period
90,282 108,613 6,082 0 97 22,543 227,617
Movements during the year
Discontinued operations (3,745) (38,126) (772) 0 (16) (4,086) (46,746)
Acquisitions 37 1,526 240 0 1 19,653 21,456
Impairments (95) (1,095) (5) 0 0 0 (1,195)
Depreciation (4,659) (18,168) (1,963) 0 (9) 0 (24,800)
Sales and scrapped (65) (62) (31) 0 0 (1) (158)
Transfers from one heading to
another
6,202 14,303 1,965 0 (1) (22,450) 19
Exchange rate differences (1,400) (1,557) (80) 0 (3) (152) (3,193)
At the end of the period 86,555 65,434 5,436 0 68 15,507 173,000
Gross value 195,308 323,510 26,416 0 231 15,507 560,972
Accumulated depreciation (107,740) (256,452) (20,979) 0 (163) 0 (385,335)
Accumulated impairments (1,012) (1,624) (1) 0 0 0 (2,637)
Net book value at the end of the
period
86,555 65,434 5,436 0 68 15,507 173,000
In 2020, the item ‘Discontinued operations’ relates to the discontinued
Automotive Interiors operations. Reference is also made to note 2.4.2.4.7. –
Discontinued operations.
Total acquisitions of tangible assets amounted to EUR 21.5 million, compared to
EUR 49.1 million in 2019. The decrease is mainly explained by a reduced capital
expenditure program due to the COVID-19 crisis and the divestment from the
more capital intensive Automotive Interiors business at the end of June 2020 (cfr
Discontinued operations). Assets under construction mainly relate to Belgium
(EUR 6.8 million), Bedding in Germany (EUR 0.4 million) and Poland (EUR 0.7
million) and Flexible Foams in France (EUR 2.3 million), the United Kingdom (EUR
1.6 million) and The Netherlands (EUR 1.8 million).
At 31 December 2020, the Group had entered into contractual commitments
for the acquisition of property, plant & equipment amounting to EUR 0.2 million
(2019: EUR 4.3 million).
In 2020, impairment losses recognised in profit and loss are mainly related to idle
assets in Flexible Foams in Spain (EUR 1.3 million) and in Bedding following the
closure of the Hassfurt plant (Germany) (EUR 1.1 million).
Recticel annual report 2021 146
2.4.2.5.3 Right-of-use assets
For the year ending 31 December 2021:
in thousand EUR
Group Recticel Land & buildings
Plant, machinery &
equipment
Furniture & vehicles Total
At the end of the preceding period
Gross value 91,380 8,404 14,253 114,037
Accumulated depreciation (27,282) (3,938) (7,073) (38,293)
Accumulated impairments (321) (46) 0 (367)
Net book value at the end of the preceding period 63,777 4,419 7,180 75,377
Movements during the year
Business combinations 7,254 29 122 7,405
Adjustment for reassessment of assumptions on dismantling and
restoration costs
3,870 0 0 3,870
New leases 107 196 3,296 3,599
Lease reassessment 5,108 385 560 6,053
Depreciation (8,542) (1,740) (4,521) (14,804)
Ended contracts (2,070) (95) (532) (2,697)
Exchange rate differences 1,206 174 67 1,446
Transfer to discontinued operations (15,949) (195) (1,502) (17,646)
At the end of the period 54,760 3,173 4,670 62,603
Gross value 83,510 7,993 11,346 102,849
Accumulated depreciation (28,401) (4,774) (6,676) (39,851)
Accumulated impairments (349) (46) (395)
Net book value at the end of the period 54,759 3,173 4,671 62,603
Contractual tenor (in years) 6 - 12 3 - 12 4
Reference is also made to note 2.4.2.4.8. – Business
combinations. The above figures contain the impact of the
discontinued operations (Bedding), of which impact is included
in line item Transfer to assets held for sale. As such total
depreciation in the above table comprise EUR -0.3 million
related to Bedding (discontinued).
The item Lease reassessment relates mainly to the
reassessment of the economic lifetime of the leased buildings
in the United Kingdom (EUR 3.6 million) and in the United
States (EUR 1.3 million).
The weighted average underlying incremental borrowing rate of
the right-of-use asset agreements per 31 December 2021 was
3.0% (3.7% per 31 December 2020).
Recticel annual report 2021 147
For the year ending 31 December 2020:
in thousand EUR
Group Recticel Land & buildings
Plant, machinery &
equipment
Furniture & vehicles Total
At the end of the preceding period
Gross value 107,173 19,041 16,545 142,759
Accumulated depreciation (25,935) (5,606) (5,698) (37,239)
Accumulated impairments (364) (46) 0 (410)
Net book value at the end of the preceding period 80,874 13,389 10,846 105,110
Movements during the year
Discontinued operations (20,411) (5,471) (1,348) (27,230)
Acquisitions 16,619 352 1,668 18,639
Lease reassessment 1,029 17 1,329 2,375
Impairments (88) 0 0 (88)
Depreciation (9,505) (3,493) (5,180) (18,178)
Sales and scrapped (2,408) (24) (32) (2,464)
Exchange rate differences (2,334) (350) (102) (2,786)
At the end of the period 63,777 4,419 7,180 75,377
Gross value 91,380 8,404 14,253 114,037
Accumulated depreciation (27,282) (3,938) (7,073) (38,293)
Accumulated impairments (321) (46) 0 (367)
Net book value at the end of the period 63,777 4,419 7,180 75,377
Contractual tenor (in years) 6 - 12 3 - 12 4
Reference is also made to note 2.4.2.4.7. – Discontinued
operations.
Acquisitions include (i) a new lease contract for the International
Headquarters of the Group in Belgium (EUR 2.9 million; 12
years with early-termination option), (ii) the renewal of the
lease of the Bedding building in Poland (EUR 10.2 million; 11
years without purchase option), (iii) the renewal of the lease of
a building in Czech Republic (EUR 1.2 million; 10 years without
purchase option) and (iv) the renewal of a lease for the Bedding
building in Sweden (EUR 1.5 million; 3 years without purchase
option).
The weighted average underlying incremental borrowing rate of
the right-of-use asset agreements per 31 December 2020 was
3.7% (3.2% per 31 December 2019).
The below table comprises the recognised lease charge during
the financial period.
At 31 December 2021, the Group had entered into contractual
commitments for the acquisition of right-of-use assets
amounting to EUR 0.9 million.
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Low value leases 54 358
Short term leases 168 235
Services under leases 2,598 2,514
Other considerations 0 509
Total leases 2,821 3,616
Recticel annual report 2021 148
2.4.2.5.4 Subsidiaries, joint ventures, associates and other associates
Unless otherwise indicated, the percentage shareholdings shown below are identical to the percentage voting rights.
1. SUBSIDIARIES CONSOLIDATED ACCORDING TO THE FULL CONSOLIDATION METHOD
% shareholding in
Subsidiaries 31 Dec 2021 31 Dec 2020
Austria
Sembella GmbH Aderstrasse 35 - 4850 Timelkam 100.00 (f) 100.00
Belgium
s.c. sous forme de s.a. Balim b.v.
onder vorm van n.v.
Bourgetlaan 42 - 1130 Haren 100.00 100.00
s.a. Finapal n.v. Bourgetlaan 42 - 1130 Haren 100.00 100.00
s.a. Recticel International Services
n.v.
Bourgetlaan 42 - 1130 Haren 100.00 100.00
Recticel Bedding Belgium b.v. Diebeke, 20 - 9500 Geraardsbergen 100.00 (f) -
s.a. Proseat n.v. Bourgetlaan 42 - 1130 Haren - (a) 100.00
China
Recticel Foams (Shanghai) Co Ltd
525, Kang Yi Road - Kangyiao Industrial Zone,
201315 Shanghai
100.00 100.00
Recticel Flexible Foam (Wuxi) Co Ltd
No 30, Wanquan Road; Xishan Economic and
Technological Developement Zone, Wuxi City
100.00 100.00
FoamPartner Polyurethane Materials
(Changzhou) Co., Ltd.
330, Huanghe Road (West) - Changzhou City -
213000 Changzhou
100.00 (b) 0.00
FoamPartner Trading (Shanghai) Ltd
HiTech Plaza 2410, No. 488 Wuning Rd (South) -
200042 Shanghai
100.00 (b) 0.00
Estonia
Recticel ou Peterburi tee 48a - 11415 Talinn 100.00 100.00
Finland
Recticel oy Nevantie 2, 45100 Kouvola 100.00 100.00
Recticel Insulation oy Gneissitie, 2 - 04600 Mäntsälä 100.00 100.00
France
Recticel s.a.s.
71, avenue de Verdun - 77470 Trilport (since 1
March 2019)
100.00 100.00
Recticel Insulation s.a.s. 1, rue Ferdinand de Lesseps - 18000 Bourges 100.00 100.00
Frina Mousse sàrl
(in liquidation)
1 Rue Jasmin, 68270 Wittenheim 100.00 0.00
% shareholding in
Subsidiaries 31 Dec 2021 31 Dec 2020
Germany
Recticel Automobilsysteme GmbH - (a) 100.00
Recticel Deutschland Beteiligungs
GmbH
Schlaraffiastrasse 1-10 - 44867 Bochum 6 -
Wattenscheid
100.00 100.00
Recticel Grundstücksverwaltung
GmbH
Schlaraffiastrasse 1-10 - 44867 Bochum 6 -
Wattenscheid
100.00 100.00
Recticel Engineered Foams GmbH
(formely Recticel Dämmsysteme
GmbH)
Schlaraffiastrasse 1-10 - 44867 Bochum 6 -
Wattenscheid
100.00 (c) 100.00
Recticel Schlafkomfort GmbH
Schlaraffiastrasse 1-10 - 44867 Bochum 6 -
Wattenscheid
100.00 (f) 100.00
Recticel Verwaltung GmbH & Co. KG
Schlaraffiastrasse 1-10 - 44867 Bochum 6 -
Wattenscheid
100.00 100.00
Luxembourg
Recticel RE s.a. 23, Avenue Monterey, L-2163 Luxembourg 100.00 100.00
Recticel Luxembourg s.a. 23, Avenue Monterey, L-2163 Luxembourg 100.00 100.00
India
Recticel India Private Limited
407, Kapadia Chambers, 599 JSS Road, Princess
Street, Marine Lines (East), 400002 Mumbai
Maharashtra
100.00 100.00
Recticel annual report 2021 149
% shareholding in
Subsidiaries 31 Dec 2021 31 Dec 2020
Morroco
Recticel Maroc s.à.r.l.a.u.
Ilot K, Module 4, Atelier 2, Zone Franche
d'Exportation de Tanger
100.00 100.00
The Netherlands
Recticel B.V. Spoorstraat 69 - 4041 CL Kesteren 100.00 (f) 100.00
Recticel International B.V. Spoorstraat 69 - 4041 CL Kesteren 100.00 100.00
Norway
Recticel AS Øysand - 7224 Mehus 100.00 100.00
Poland
Recticel Sp. z o.o. Ul. Graniczna 60, 93-428 Lodz 100.00 (f) 100.00
Recticel International Services
Sp.z..o.o.
Ul. Lakowa 29, 90-554 Lodz
Poland
100.00 (d) -
Romania
Recticel Bedding Romania s.r.l.
Miercurea Sibiului, DN1, FN, ground floor room
2 3933 Sibiu County
100.00 (f) 100.00
Singapore
FoamPartner Singapore Pte. Ltd 8, Ubi Road 2, #07-21 Zervex 100.00 (b) -
Slovenia
Turvac d.o.o. Primorska 6b, 3325 Šoštanj 74.00 74.00
Sweden
Recticel AB Södra Storgatan 50 b.p. 507 - 33228 Gislaved 100.00 100.00
Spain
Recticel Iberica s.l.
Cl. Catalunya 13, Pol. Industrial Cam Ollersanta
Perpetua de Mogoda 08130
100.00 100.00
% shareholding in
Subsidiaries 31 Dec 2021 31 Dec 2020
Switzerland
Recticel Bedding (Schweiz) AG Bettenweg 12 Postfach 65 - 6233 Büron - Luzern 100.00 (f) 100.00
Recticel Engineered Foams
Switzerland AG
Oberwolfhauserstrasse 9 - 8633 Wolfhausen 100.00 (b) -
FoamPartner Holding AG
c/o Sielva Management SA - Gubelstrasse 11 -
6300 Zug
100.00 (b)(e) 0.00
Tu r k e y
Recticel Teknik Sünger Izolasyon
Sanayi ve Ticaret a.s.
Orta Mahalle, 30 - 34956 Istanbul 100.00 100.00
United Kingdom
Gradient Insulations (UK) Limited
Blue Bell Close Clover Nook Industrial Park -
DE554RD Alfreton
100.00 100.00
Recticel (UK) Limited
Blue Bell Close Clover Nook Industrial Park -
DE554RD Alfreton
100.00 100.00
Recticel Limited
Blue Bell Close Clover Nook Industrial Park -
DE554RD Alfreton
100.00 100.00
United States of America
FoamPartner Americas Inc
2923 Technology Drive - Rochester Hills, MI
48309
100.00 (b) 0.00
The Soundcoat Company Inc.
Burt Drive 1 PO Box 25990 - NY 11729 Deer Park
County of Suffolk
100.00 100.00
(a) Liquidated on 31 March 2021
(b) Consolidated since 01 April 2021
(c) Recticel Engineered Foams GmbH has been merged with FoamPartner Germany GmbH, which itself merged with
FoamPartner Converting Center GmbH, FoamPartner Leverkusen GmbH and FoamPartner Delmenhorst GmbH, Germany
(d) Incorporated as from 01 October 2021
(e) former FoamPartner Switzerland AG, which merged with Buttikofer AG, Switzerland and was renamed
(f) entitiy that will be discontinued following the disposal of the Bedding activities
Recticel annual report 2021 150
Significant restrictions to realise assets or settle liabilities
Recticel NV/SA, or some of its subsidiaries have provided guarantees for (i) an
aggregate amount of EUR 0.8 million in favour of OVAM regarding the sanitation
and rehabilitation projects on some of its sites and/or sites of its subsidiaries, (ii)
an aggregate amount of EUR 0.8 million in favour of the Walloon Département du
Sol et des Déchets – DSD, and (iii) and aggregate amount of EUR 2.2 million in
favour of various local public entities in France (Préfectures).
Recticel NV/SA also provides guarantees and comfort letters (for a total amount
of EUR 90.8 million) to and/or on behalf of various direct or indirect subsidiaries,
of which the material (> EUR 1 million) ones are:
on behalf of Recticel Iberica S.L.: EUR 1.8 million;
on behalf of Recticel Bedding Romania s.r.l.: EUR 1.3 million;
on behalf of Recticel Ltd.: EUR 17.5 million, of which an estimated EUR 6.5
million (GBP 5.5 million) for the pension fund;
on behalf of Recticel Verwaltung GmbH: EUR 5.0 million;
on behalf of Recticel Insulation s.a.s. in the framework of a real estate lease:
EUR 13.0 million;
on behalf of Recticel Teknik Sünger Izolasyon Sanayi ve Ticaret a.s.: EUR 1.2
million;
on behalf of Recticel Bedding Schweiz AG: EUR 2.2 million;
on behalf of Recticel Insulation OY: EUR 15.5 million in the framework of a real
estate investment loan;
on behalf of Recticel International Services NV/SA: EUR 3.0 million; and
on behalf of Recticel Sp.z.o.o., mainly in the framework of a real estate lease:
EUR 30.3 million.
Under the syndicated credit facility agreement, the maximum dividend
authorised for distribution, excluding the portion attributable to the treasury
shares, amounts to the highest of (i) 50% of the consolidated net income of the
Group for the previous financial year and (ii) EUR 14.0 million.
The gross dividend over 2021 – to be paid in 2022 – proposed to the Annual
General Meeting amounts to EUR 0.29 per share, leading to a total dividend
pay-out of EUR 16.2 million (excluding treasury shares). This amount is below the
above-mentioned 50% maximum pay-out limit.
2. ASSOCIATES ACCOUNTED FOR USING THE EQUITY METHOD
% shareholding in
Associates 31 Dec 2021 31 Dec 2020
Germany
Proseat Europe GmbH Hessenring 32 - 64546 Mörfelden-Walldorf 25.00 25.00
TEMDA2 GmbH Gut Hochschloss 1 - 82396 Pähl 49.00 49.00 (f)
Italy
Orsa Foam S.p.a. Via A. Colombo, 60 21055 Gorla Minore (VA) - Italy 33.00 33.00
(f) Since 30 June 2020 following the partial disposal of the Automotive Interiors activities.
Apart of having the approval from the controlling shareholder(s) to distribute dividends, there are no specific
restrictions on the ability of associates to transfer funds to Recticel in the form of cash dividends, or to repay loans
or advances made by Recticel.
Recticel NV/SA also provides guarantees and comfort letters, for a total amount of EUR 74.7 million, to and/or on
behalf of various direct or indirect joint ventures, of which the material (> EUR 1 million) ones are:
on behalf of Proseat Europe GmbH: EUR 27.7 million;
on behalf of TEMDA2 GmbH: EUR 25.0 million;
on behalf of various Automotive Interiors companies: EUR 20.0 million; and
on behalf of Orsafoam: EUR 2.0 million.
3. NON-CONSOLIDATED ENTITIES
Some subsidiaries more than 50% controlled are not consolidated because they are (still) non-material. As soon as
they have reached a sufficient size, however, they will be included in the scope of consolidation.
% shareholding in
Non-consolidated entities 31 Dec 2021 31 Dec 2020
Czech Republic
Matrace Sembella s.r.o. (in liquidation) Hrabinská 498/19 - 73701 Ceský Tesín 100.00 100.00
China
Recticel Shanghai Ltd
No. 518, Fute North Road, Waigaoqiao Free Trade Zone - 200131
Shanghai
100.00 100.00
Recticel annual report 2021 151
2.4.2.5.5 Interests in joint ventures, associates and other associates
A list of the significant investments in joint ventures and associates is included in note 2.4.2.5.4.
in thousand EUR
Group Recticel
Joint
ventures
Associates
Other
Associates
31 Dec 2021
Joint
ventures
Associates
Other
Associates
31 Dec
2020
At the end of the preceding period 0
12,351 11,030 23,381
39,843 25,623 0 65,465
Movements during the year
Capital increase 0 0 0 0 0 0 960 960
Remeasurement gains/losses on defined
benefit plans
0 0 0 0 (258) 0 (17) (275)
Income tax relating to components of other
comprehensive income
0 0 0 0 0 0 0 0
Other comprehensive income net of tax 0 0 0 0 (258) 0 (17) (275)
Group's share in the result for the period 0 371 (682) (311)
¹
(334) 704 (5,791) (5,421)
Translation differences 0 0 0 0 (1,399) 0 (243) (1,641)
Comprehensive income for the period 0 371 (682) (311) (1,991) 704 (6,050) (7,337)
Dividends distributed 0 0 0 0 3,640 0 0 3,640 ³
Change in scope 0 0 0 0 (41,492) (3,024) 10,692 (33,823) ²
Reclassification 0 0 0 0 0 (10,953) 10,953 0
4
Impairment 0 0 0 0 0 0 (5,524) (5,524)
5
Other 0 (13) 13 0 0 0 0 0
At the end of the period 0 12,709 10,361 23,070 0 12,351 11,030 23,381
1 In 2021, only the result of TEMDA2 GmbH is recognised. As Recticel’s investment in Proseat is reduced to zero as per 31 December 2020, additional losses
are recognised by a provision (liability) only to the extent that Recticel has legal or constructive obligations or made payments on behalf of Proseat. As
Recticel does not have such obligation, the loss of Proseat in 2021 did not result in an additional loss in the consolidated accounts of Recticel.
2 In 2020, the item ‘Change in scope’ relates mainly to the sale of 50% participation in Eurofoam and the transfer of the remaining 25% stake in Proseat to the
item Other associates.
3 Dividends distributed by the Eurofoam group prior to the divestments.
4 In 2020 a reclassification was made of the interests in associates. Associates considered as being part of the Group’s core business (i.e. Orsafoam) are
reported under the item ”Interest in associates”, whereas associates not considered as being part of the Group’s core business (i.e. Proseat and Automotive
Interiors) are reported under the item “Interests in other associates”. (cfr. 2.4.2.4.7.)
5 Impairment loss relates to Proseat
Recticel annual report 2021 152
Pro forma key figures for associates and other associates: (on a 100% basis)
in thousand EUR
Group Recticel
Associates Other associates
ORSAFOAM PROSEAT TEMDA2 *
31 Dec 2021 31 Dec 2020 31 Dec 2021 31 Dec 2020 31 Dec 2021 31 Dec 2020
Aggregated figures (sum of individual company ledgers before eliminations)
Non-current assets 40,874 44,456 89,172 90,456 65,756 61,965
Current assets 84,473 68,146 69,764 78,984 67,137 98,514
Total assets 125,347 112,602 158,936 169,440 132,893 160,479
Non-current liabilities (14,695) (12,827) (71,510) (68,483) (60,975) (78,926)
Current liabilities (56,513) (47,384) (101,198) (78,869) (44,134) (80,838)
Total liabilities (71,208) (60,211) (172,708) (147,352) (105,109) (159,764)
Net equity 54,139 52,391 (13,772) 22,088 27,784 715
Revenue 109,224 80,489 220,084 206,881 147,906 81,228
Profit or (loss) of the period 1,734 2,159 (38,058) (20,677) 1,151 (1,269)
in thousand EUR
Group Recticel
ORSAFOAM PROSEAT TEMDA2
31 Dec 2021 31 Dec 2020 31 Dec 2021 31 Dec 2020 31 Dec 2021 31 Dec 2020
Net equity (Group share)
17,866
18,594 (3,443) 5,522 13,614 3,797
Reversal of real estate revaluation (4,727) (6,337) 0 0 0 0
Corrections on opening balance 78 81 0 0 (3,223) 7,246
Impairment 0 0 (5,524) (5,524) 0 0
Other (508) 31 8,967 2 0 0
Carrying amount of interests in associate 12,709 12,369 0 0 10,391 11,043
The Group did not incur significant contingent liabilities for its
interests in associates or other associates.
Proseat released a loss of EUR -13.8 million (or EUR -3.4 million
for Recticel’s share). As Recticel recognised 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 fully-year 2021
income statement was not impacted by the loss of Proseat.
No losses for Proseat will be recognized due to the fact that
Recticel doesn't provide any financial support any longer, with
exception to the provision that was made in connection to the
exercise of the option (EUR 2.5 million).
Recticel annual report 2021 153
2.4.2.5.6 Other financial assets
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Financial investments
610
534
Loans to affiliates 10,207 10,207
Other loans 1,380 1,568
Non-current financial receivables 11,588 11,775
Cash advances and deposits 576 426
Other receivables 1,044 1,043
Non-current other receivables 1,620 1,469
Derivatives - Option valuation 0 4,865
TOTAL 13,818 18,643
The item ‘Loans to affiliates’ relates mainly to a new loan to TEMDA2 (EUR 10.0 million) The loan
to Proseat s.r.o. of EUR 10.0 million was fully reimbursed in 2020. The item ‘Other loans’ relates
to loans granted by Recticel SAS, France (EUR 1.4 million; 2020: EUR 1.6 million) to some of its
employees.
The carrying amounts of these non-current receivables approximate the fair value since the
interest rate is a variable rate in line with market conditions.
The maximum exposure to credit risk equals to the carrying amounts of these assets as
recognised on the statement of financial position.
There are no due but unpaid receivables, nor impairments on the outstanding receivables. There are
no specific guarantees offered for the outstanding receivables.
The item ’Cash advances and deposits’ are mainly related to guarantees provided for rents and
supplies (water, electricity, telecom, waste treatment, …).
The item ‘Derivatives – Option valuation’ is related to the divestment of Proseat (see note 2.4.2.5.5.)
2.4.2.5.7 Inventories
in thousand EUR
Group Recticel
31 Dec 2021
31 Dec 2020
Raw materials & supplies - Gross
66,366
50,782
Raw materials & supplies - Amounts written off (3,753) (3,401)
Raw materials & supplies 62,613 47,381
Work in progress - Gross 10,440 10,506
Work in progress - Amounts written off (388) (375)
Work in progress 10,053 10,130
Finished goods - Gross 38,503 26,391
Finished goods - Amounts written off (1,749) (1,335)
Finished goods 36,753 25,056
Traded goods - Gross 3,373 8,804
Traded goods - Amounts written off (242) (752)
Traded goods 3,130 8,052
Down payments - Gross 21 1
Down payments - Amounts written off 0 0
Down payments 21 1
Contracts in progress - Gross 328 213
Contracts in progress - Gross - Moulds 0 0
Contracts in progress 328 213
TOTAL INVENTORIES 112,897 90,833
Amounts written-off on inventories during the period (7,084) (2,713)
Amounts written-back on inventories during the period 7,140 2,205
Total inventories increased due to impact of acquisition of FoamPartner and as a result of higher
raw material prices.
Recticel annual report 2021 154
2.4.2.5.8 Contract assets and contract liabilities
The following schedule presents the overview of contract assets and liabilities following application of
IFRS 15 and includes both the impact of the opening balance and the movements of the period.
For the year ending 31 December 2021:
in thousand EUR
Group Recticel
Opening
balance
Release
to income
statement
Reclassification
Exchange
differences
Transfer to
discontinued
operations
Change
in
scope
Closing balance
at the end of
the period
Current contract assets - Contracts in progress Tooling &
Packaging
213 (167) 281 0
0 0
328
Current contract assets 213 (167) 281 0 0 0 328
Contract liabilities - Expected rebates and volume discounts 15,183 7,178 (6,175) 424 (7,964) 435 9,081
Current contract liabilities 15,183 7,178 (6,175) 424 (7,964) 435 9,081
The decrease of the contract assets and contract liabilities is mainly explained by the disposal of the Bedding activities.
For the year ending 31 December 2020:
in thousand EUR
Group Recticel
Opening
balance
Consideration
payable to
customers
Release
to income
statement
Reclassification
Exchange
differences
Change
in scope
Closing balance
at the end of
the period
Non-current contract assets - Consideration payable to a
customer
813 0 (209) (84) (7) (513) 0
Non-current contract assets - Contracts in progress Moulds 8,869 0 (5,742) 3,646 (30) (6,742) 0
Non-current contract assets - Contracts in progress Tooling &
Packaging
1,456 0 (458) 1,702 (30) (2,671) 0
Non-current contract assets 11,138 0 (6,409) 5,264 (67) (9,926) 0
Current contract assets - Consideration payable to a customer 273 0 (122) 84 (14) (221) 0
Current contract assets - Contracts in progress Moulds 10,263 0 (469) (1,645) (56) (8,093) 0
Current contract assets - Contracts in progress Tooling &
Packaging
765 0 (190) 734 (11) (1,297) 0
Current contract assets 11,300 0 (781) (827) (81) (9,611) 0
Total contract assets 22,438 0 (7,190) 4,437 (148) (19,537) 0
Current contract assets - Contracts in progress Moulds 3,453 0 1,453 (2,004) (1) (2,901) 0
Current contract assets - Contracts in progress Tooling &
Packaging
2,953 0 905 (2,494) 18 (1,169) 213
Total 28,844 0 (4,832) (61) (131) (23,607) 213
Recticel annual report 2021 155
in thousand EUR
Group Recticel
Opening
balance
Consideration
payable to
customers
Release
to income
statement
Reclassification
Exchange
differences
Change
in scope
Closing balance
at the end of
the period
Non-current contract liabilities - Mould revenue recognition
before SOP (start of production)
2,357 0 2,466 (2,924) 0 (1,898) 0
Non-current contract liabilities - Mould revenue recognition
after SOP (start of production)
13,498 0 (8,633) 4,882 (34) (9,712) 0
Non-current contract liabilities - Tooling & Packaging revenue
recognition before SOP (start of production)
2,517 0 1,913 (3,260) 16 (1,186) 0
Non-current contract liabilities - Tooling & Packaging revenue
recognition after SOP (start of production)
1,968 0 0 1,592 (29) (3,531) 0
Non-current contract liabilities 20,339 0 (4,255) 289 (47) (16,327) 0
Contract liabilities - Expected rebates and volume discounts 15,385 0 3,566 (3,437) (290) (41) 15,183
Contract liabilities - Long term agreements 366 0 900 0 (7) (1,260) 0
Contract liabilities - Moulds revenue recognition 16,005 0 (1,019) (1,837) (91) (13,058) 0
Contract liabilities - Tooling & Packaging revenue recognition 1,076 0 (861) 1,629 (11) (1,833) 0
Current contract liabilities 32,832 0 2,586 (3,644) (399) (16,191) 15,183
Total contract liabilities 53,172 0 (1,669) (3,355) (446) (32,519) 15,183
In the Automotive Interiors activity (divested in June 2020), Recticel developed a polyurethane-based technology for the
manufacturing of interior trim components. For optimum implementation of this application, based on the specifications given by its
customers, Recticel ensures the manufacturing of the moulds with its own suppliers during the pre-operating phase, before starting
production of components. At the end of this subcontracting process, the moulds are sold to the customer.
Recticel annual report 2021 156
2.4.2.5.9 Trade receivables, other receivables and other
financial assets
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Trade receivables 146,563 108,325
Loss allowance for expected credit losses (4,967) (5,599)
Total trade receivables 141,596 102,726
Other receivables ¹ 11,324 17,711
Derivatives (forward exchange contracts) 180 0
Loans carried at amortised cost 4,365 40,219
Other financial assets ² 4,545 40,219
Other receivables and other financial assets ¹
/
² 15,869 57,930
Trade receivables at the reporting date 2021 comprise amounts receivable from the sale of goods
and services for EUR 141.6 million (2020: EUR 102.7 million).
In 2021, other receivables amounting to EUR 11.3 million relate to (i) VAT receivable (EUR 4.5
million), (ii) advances paid to third parties for operating costs spread over several financial years
(EUR 2.9 million), (iii) prepayments, tax credits and subsidies, and contractual commitments with
co-contractors (EUR 3.9 million).
In 2020, other receivables amounting to EUR 17.7 million relate to (i) VAT receivable (EUR 6.2
million), (ii) advances paid to third parties for operating costs spread over several financial years
(EUR 5.2 million), (iii) prepayments, tax credits and subsidies, and contractual commitments with
co-contractors (EUR 6.3 million).
In 2021, other financial assets (EUR 4.5 million) mainly consist mainly of, a receivable of EUR
3.2 million (2020: EUR 34.9 million) relating to the continuing involvement under non-recourse
factoring programs in Belgium, France and The Netherlands and loans of EUR 0.6 million to other
associates (2020: EUR 4.5 million).
In 2020, other financial assets (EUR 40.2 million) mainly consist of, a receivable of EUR 34.9
million (2019: EUR 11.7 million) relating to the continuing involvement under non-recourse factoring
programs in Belgium, France, The Netherlands and the United Kingdom and loans of EUR 4.5
million to other associates (2019: EUR 0.2 million).
Factoring
To confine credit risks, non-recourse factoring programs were established for a total amount of
EUR 40.0 million, which EUR 25.2 million was drawn down per 31 December 2021.
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Factoring without recourse
Gross amount 28,361 34,094
Continuing involvement (3,198) (34,094)
Net amount 25,162 0
Retention amount recognized in debt 0 0
Total amount factoring without recourse 25,162 0
The average outstanding amounts of receivables vary between 10% and 15% of total sales. A
strict credit follow-up is organised through a centralised credit management organisation.
The continuing involvement represents the retention of contractual rights as specified in the terms
and conditions under the factoring agreement.
Movement in loss allowance for expected credit losses
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
At the end of the preceding period
(5,599)
(4,825)
Additions (124) (1,117)
Reversals 479 693
Non-recoverable amounts 10 7
Reclassification 247 (637)
Exchange differences 36 117
Change in scope (1,007) 0
Transfer to assets held for sale 991 163
Total at the end of the period (4,967) (5,599)
The non-recoverable amounts refer to trade receivable balances which have been written-off as
the Group considers that these are not recoverable.
Recticel annual report 2021 157
2.4.2.5.10 Cash and cash equivalents
Cash and cash equivalents include cash held by the Group and short-term bank deposits with an
original maturity of three months and less. The carrying amount of these assets approximates to
their fair value. There are no specific restrictions that apply to cash and cash equivalents.
2.4.2.5.11 Assets held for sale and discontinued operations
Discontinued operations
In 2021 this item relates to the Bedding activities which are to be sold to Aquinos. Reference is
made note 2.4.2.4.7.
In 2020 this item related to the Automotive Interiors divestment agreement which contains
reciprocal call/put options for Admetos to acquire, or Recticel to sell, its remaining 49% share,
exercisable as from March 2024 at a price calculated on the basis of a pre-agreed EBITDA
multiple. The current value option is estimated at zero value.
Assets held for sale
In 2020 this item relates to the idle site of Legutiano (Spain).
2.4.2.5.12 Share capital
in thousand EUR
Group Recticel 2021 2020
Number of shares
Number of shares issued and fully paid at 01 January 55,742,920 55,397,439
Number of shares issued and fully paid at 31 December 55,963,420 55,742,920
of which number of treasury shares at 31 December 326,800 326,800
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Issued and fully paid shares 139,909 139,357
The change in share capital is explained by the exercise of subscription rights in 2021.
Recticel manages its share capital, without any corrections or adjustments. There are no
external capital restrictions applicable on the share capital, except for the ‘syndicated revolving
credit financing facility and the acquisition financing facility, which are subject to some financial
covenants. One covenant limits the annual dividend payment to highest of (i) 50% of the
consolidated net income of the Group for the previous financial year and (ii) EUR 14.0 million.
2.4.2.5.13 Employee benefit liabilities
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Post-employment benefits: defined benefit plans 36,572 50,465
Other long-term benefits and termination benefits 2,563 1,877
Net liabilities at 31 December 39,135 52,342
Post-employment benefits: defined benefit plans
Over 99% of the defined benefit obligation is concentrated in five countries: Belgium (40%),
United Kingdom (25%), Switzerland (23%), France (7%) and Germany (4%).
Within these five countries Recticel operates funded and unfunded defined benefit retirement
plans. These plans typically provide retirement benefits related to remuneration and period of
service.
The following information describes the largest retirement plans, which make up 88% of the total
defined benefit obligation.
in thousand EUR
Group Recticel
Defined benefit
obligation
Assets Funded status
Adjustment due
to asset ceiling/
additional liability
under IFRIC 14
Net liability/
(asset)
Belgium 65,115 (49,536) 15,579 0 15,579
United Kingdom 39,651 (41,803) (2,152) 5,923 3,771
Switzerland 37,453 (39,105) (1,652) 1,652 0
Other countries 18,612 (1,390) 17,222 0 17,222
Total 160,831 (131,834) 28,997 7,575 36,572
Belgium
The defined benefit and hybrid pension plans in Belgium are plans funded through group
insurances. Only the employer pays contributions to fund the plans. The defined benefit plans are
closed for new employees since 2003; most hybrid plans are still open to new employees. The
plans function in, and comply with, a regulatory framework and comply with the local minimum
funding requirements. Plan participants are entitled to a lump sum on retirement at age 65. The
pension benefits provided by the plans are related to the employees’ salary. Active members also
receive a benefit on death in service. The assumed form of benefit payment is in all cases a lump
sum, but the plans foresee the option to convert to annuity.
Recticel annual report 2021 158
United Kingdom
Recticel sponsors one defined benefit plan in the United Kingdom. It is a funded pension plan
which is closed to new entrants and to further accrual of benefits for existing members. The plan
is governed via a trust which is legally separate from Recticel and is administered by a board of
Trustees composed of both employer-appointed and member-nominated Trustees. The Trustees are
required by law to act in the interest of the beneficiaries of the plan, and are responsible for the
investment policy in respect of plan assets and for the day-to-day administration of the benefits.
The plan functions in and complies with a regulatory framework and is subject to local minimum
funding requirements. Under the plan, participants are entitled to annual pensions on retirement
at age 65 based on the final pensionable salary and the years of service. Members also receive
benefits on death.
UK legislation requires that the liabilities of defined benefit pension schemes are calculated for
funding purposes on a prudent basis. The last funding valuation of the plan was carried out as at
31 December 2019 and showed a deficit of GBP 3.0 million. A new recovery plan was agreed in
March 2021 to eliminate this deficit by 31 October 2022. Recticel agreed to pay a total amount
of GBP 5.4 million as recovery contributions during the period 01 January 2020 to 31 December
2024. The outstanding amount at 31 December 2021 is GBP 3.3 million.
Switzerland
Recticel sponsors two hybrid pension plans in Switzerland, one of which relates to continuing
operations. Both employer and employees pay contributions to fund this plan. The plan is open to
new employees. The plan is funded through a collective foundation which is legally separate from
Recticel and whose board of Trustees is composed equally of representatives of the employer
and employees. The Trustees are required by law to act in the interest of all relevant beneficiaries
and are responsible for the investment policy with regard to the assets and the administration
and financing of the benefits. The plan operates in accordance with a regulatory framework and
complies with the local minimum funding requirements. Under the plan, participants are insured
against the financial consequences of old age, disability and death.
Risks associated with defined benefit pension plans
The most significant risks associated with Recticel’s defined benefit plans are:
Asset volatility: The liabilities are calculated using a discount rate set with reference to
corporate bond yields. If assets underperform this yield, this will create
a deficit. The schemes hold a significant proportion of equities which,
though expected to outperform corporate bonds in the long-term, create
volatility and risk in the short-term. The allocation to equities is monitored
to ensure it remains appropriate given the long-term obligations.
Changes in bond yields: A decrease in corporate bond yields will increase the value placed on the
liabilities for accounting purposes, although this will be partially offset by
an increase in the value of the bond holdings.
Inflation risk: The benefit obligations are linked to inflation, and higher inflation will
lead to higher liabilities (although, in some cases, caps on the level of
inflationary increases are in place to protect against extreme inflation). The
majority of the assets are either unaffected by or only loosely correlated
with inflation, meaning that an increase in inflation will also increase the
deficit.
Life expectancy: Many of the obligations are to provide benefits for the life of the
member or take into account member mortality rates, so increases in life
expectancy will result in an increase in the liabilities.
Currency risk: The risk that arises from the change in price of the euro against other
currencies.
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Evolution of the net liability during the year is as follows:
Net liability at 01 January 50,465 55,543
Changes in scope of consolidation (274) (2,860)
Expense recognised in the income statement 9,424 7,491
Employer contributions (9,886) (8,955)
Amount recognised in other comprehensive income (7,417) (419)
Exchange differences 302 (335)
Discontinued net liability (6,042) 0
Net liability at 31 December 36,572 50,465
Changes in scope of consolidation relate in 2021 to the acquisition of FoamPartner, and in 2020 to the partial divestment of the
Automotive Interiors division.
Recticel annual report 2021 159
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Pension costs recognised in profit and loss and other comprehensive income:
Service cost:
 Current service cost 9,531 7,417
 Employee contributions (957) (269)
 Past service cost (including curtailments) 332 (390)
 Cost or gain on settlement 0 102
 Administration expenses 362 314
Net interest cost:
 Interest cost 976 1,283
 Interest income (818) (987)
 Interest on asset ceiling/ additional liability recognised under IFRIC 14 (2) 21
Pension expense recognised in profit and loss 9,424 7,491
Remeasurements in other comprehensive income
 Return on plan assets (in excess of)/below that recognised in net interest (3,878) (6,084)
 Actuarial (gains)/losses due to changes in financial assumptions (7,599) 8,271
 Actuarial (gains)/losses due to changes in demographic assumptions (1,401) 128
 Actuarial (gains)/losses due to experience (6,734) (1,548)
 Changes in the asset ceiling impact, excluding amounts recognised in net
interest cost
6,766 95
 Changes in additional liability recognised under IFRIC 14, excluding amounts
recognised in net interest cost
5,429 (1,281)
Total amount recognised in other comprehensive income (7,417) (419)
Total amount recognised in profit and loss and other comprehensive income 2,007 7,072
In 2021, amounts for past service costs, curtailments and settlements relate to a plan change in
France and personnel movements related to the FoamPartner acquisition. In 2020, they related to
plan changes in Belgium and to Guaranteed Minimum Pension equalisation in the United Kingdom.
The amounts above are in respect of both continuing and discontinued operations.
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Amounts recorded in the statement of financial position in respect of the defined benefit plans are:
Defined benefit obligations for funded plans 152,260 168,673
Fair value of plan assets (131,834) (127,831)
Funded status for funded plans 20,426 40,842
Defined benefit obligations for unfunded plans 8,571 7,793
Total funded status at 31 December 28,997 48,635
Effect of the asset ceiling/ additional liability recognised under IFRIC 14 7,575 1,830
Net liabilities at 31 December 36,572 50,465
The key actuarial assumptions used at 31 December (weighted averages) are:
Discount rate 0.91% 0.50%
Future pension increases 0.93% 0.83%
Expected rate of salary increases 1.72% 1.80%
Inflation 1.80% 1.73%
The mortality assumptions are based on recent mortality tables. The mortality tables of the United Kingdom,
Germany and Switzerland assume that life expectancies will increase in future years.
Movement of the plan assets
Fair value of plan assets at 01 January 127,831 128,340
Changes in scope of consolidation 37,791 (5,127)
Interest income 818 987
Employer contributions 9,886 8,955
Employee contributions 957 269
Benefits paid (direct & indirect, including taxes on contributions paid) (7,400) (9,513)
Return on plan assets in excess of/(below) that recognised in net interest, excl.
interest income
3,878 6,084
Settlement gains/(losses) 0 (47)
Administration expenses (362) (314)
Exchange differences 6,206 (1,803)
Discontinued plan assets (47,771) 0
Fair value of plan assets at 31 December 131,834 127,831
The funded plans’ assets are invested in mixed portfolios of shares and bonds, or insurance contracts.
The plan assets do not include direct investments in Recticel shares, Recticel bonds or any property used by
Recticel companies.
Recticel annual report 2021 160
Unit-linked insurance contracts are investments in debt, equity and cash
instruments managed by an insurance company, in which Recticel holds a
specific number of fund units of which the net asset value is declared on a
regular basis. Non-unit-linked insurance contracts are pure insurance policies
with only limited financial investment risk.
Unit-linked insurance
contracts
(non-quoted)
44.65%
Government bonds
(quoted)
15.52%
Non unit-linked insurance
contracts
(non-quoted)
25.39%
Equity
(quoted)
9.55%
Corporate bonds
(quoted)
4.89%
Cash
5.16%
Mortgages
19.91%
Real Estate
17.95%
Equity
7.93%
Bonds
49.05%
Asset classes of unit-linked insurance contacts
Plan assets portfolio mix at 31 December 2021
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Movement of the defined benefit obligation
Defined benefit obligation at 01 January 176,466 180,817
Changes in scope of consolidation 37,517 (7,987)
Current service cost 9,531 7,417
Interest cost 976 1,283
Benefits paid (direct & indirect, including taxes on contributions paid) (7,400) (9,513)
Actuarial (gains)/losses on liabilities arising from changes in financial assumptions (7,599) 8,271
Actuarial (gains)/losses on liabilities arising from changes in demographic assumptions (1,401) 128
Actuarial (gains)/losses on liabilities arising from experience (6,734) (1,548)
Past service cost (including curtailments) 332 (390)
Settlement (gains)/losses 0 55
Exchange differences 5,976 (2,067)
Discontinued defined benefit obligation (46,833) 0
Defined benefit obligation at 31 December 160,831 176,466
Split of the defined benefit obligation per population
Active members 94,274 90,417
Members with deferred benefit entitlements 40,740 37,067
Pensioners/Beneficiaries 25,817 48,982
Total defined benefit obligation at 31 December 160,831 176,466
Changes in the effect of the asset ceiling/ additional liability under IFRIC 14
Asset ceiling/additional liability impact at 01 January 1,830 3,066
Interest on asset ceiling/additional liability (2) 21
Changes in the asset ceiling/additional liability, excluding amounts recognised in net
interest cost
12,195 (1,186)
Exchange differences 532 (71)
Discontinued asset ceiling/additional liability (6,980) 0
Asset ceiling/additional liability impact at 31 December 7,575 1,830
Weighted average duration of the defined benefit obligation at 31 December 12 years 13 years
Sensitivity of defined benefit obligation to key assumptions at 31 December
% increase in defined benefit obligation following a 0.25% decrease in the discount rate 3.40% 3.52%
% decrease in defined benefit obligation following a 0.25% increase in the discount rate -3.32% -3.32%
% decrease in defined benefit obligation following a 0.25% decrease in the inflation rate -1.22% -1.32%
% increase in defined benefit obligation following a 0.25% increase in the inflation rate 1.24% 1.37%
For plans where a full valuation has been performed the sensitivity information shown above is exact and based on the results of
this full valuation. For plans where results have been rolled forward from the last full actuarial valuation, the sensitivity information
above is approximate and takes into account the duration of the liabilities and the overall profile of the plan membership.
Recticel annual report 2021 161
in thousand EUR
Group Recticel 2022
Estimated contributions for the coming year
Expected employer contributions for defined benefit plans 8,871
Post-employment benefits: defined contribution plans
The amount recognised as an expense for defined contribution
plans in respect of continuing operations was EUR 2,589,396
(2020 restated: EUR 2,424,281).
2.4.2.5.14 Provisions
For the year ending 31 December 2021:
in thousand EUR
Group Recticel Litigations
Defective
products
Environmental
risks
Restructuring
Provisions for
onerous contracts and
dilapidation costs
Other
risks
Total
At the end of the preceding year 25 1,382 2,358 1,367 1,838 13,608 20,577
Movements during the year
Changes in scope 0 619 0 1,724 522 75 2,940
Increases 0 454 0 2,777 241 2,450 5,921
Utilisations 0 (43) (355) (1,979) (1,000) (716) (4,093)
Write-backs 0 (282) (400) (27) (1,340) (2,349) (4,398)
Transfer from one heading to another 0 90 0 352 1,335 (1,340) 438
Transfer to liabilities held for sale (25) (1,279) 0 (1,079) 2 0 (2,380)
Adjustment for reassessment of assumptions on
dismantling and restoration costs
0 0 0 0 5,693 0 5,693
Exchange rate differences 0 49 1 3 505 124 682
At year-end 0 990 1,604 3,138 7,796 11,852 25,380
Non-current provisions (more than one year) 0 990 1,396 0 7,796 11,813 21,995
Current provisions (less than one year) 0 (0) 208 3,138 0 39 3,385
TOTAL 0 990 1,604 3,138 7,796 11,852 25,380
Provisions for defective products are mainly related to warranties granted for products in the Insulation and Engineered Foams
division. The provisions are generally calculated on the basis of 1% of yearly turnover, which corresponds to the management’s best
estimate of the risk under 12-month warranties. When historical data are unavailable, the level of the provisions is compared to the
yearly effective rate of liabilities, and if necessary, the amount of provision is adjusted.
Provisions for environmental risks cover primarily (i) the identified risk at the Tertre (Belgium) site (see section 2.4.2.6.9.1.) and (ii)
other pollution risks in Belgium. EUR 0.4 million of this provision has been used in 2021 to cover clean-up costs on the site in Tertre.
Provisions for reorganisation relate to (i) the acquisition of FoamPartner (EUR 1.7 million) and (ii) the outstanding balance of expected
expenses mainly relating to reorganisations in The Netherlands (EUR 2.4 million), Germany (EUR 0.1 million) and France (EUR 0.1
million).
Provisions for onerous contracts relate mainly to the buildings in the United Kingdom (EUR 7.3 million).
Provisions for other risks relate mainly to legal costs and fees for legacy remediation and litigations (see 2.4.6.9. – Contingent
assets and liabilities) as well as management assessments with regards to post-closing settlements linked to the disposal of the
Automotive Interiors activities. (cfr 2.4.2.4.7.)
For the major risks (i.e. environmental, reorganisation and other risks) the cash outflow is expected to occur within a two years’ horizon.
Recticel annual report 2021 162
2.4.2.5.15 Financial liabilities
Financial liabilities carried at amortised cost include mainly interest-bearing
borrowings:
in thousand EUR
Group Recticel
Non-current liabilities
Current liabilities
31 Dec 2021 31 Dec 2020 31 Dec 2021 31 Dec 2020
Secured
Lease liabilities 43,723 55,726 6,692 11,142
Bank loans 164,782 12,867 925 901
Total secured 208,506 68,593 7,617 12,043
Unsecured
Other loans 0 1,834 0 260
Current bank loans 0 0 1 275
Commercial paper 0 0 49,992 0
Bank overdrafts 0 0 580 1,152
Other financial liabilities 0 0 873 673
Total unsecured 0 1,834 51,447 2,360
Total liabilities carried at amortised cost 208,506 70,427 59,064 14,403
Gross financial debt: interest-bearing borrowings, including continuing
involvement of off-balance sheet non-recourse factoring programs
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Drawn amounts under the various available interest-bearing borrowing facilities
Outstanding amounts under club deal facility 152,840 0
Outstanding amounts under lease liabilities 43,723 55,726
Outstanding amounts under other non-current loans 11,943 14,701
Outstanding amounts under non-current gross interest-bearing borrowing facilities (a) 208,506 70,427
Outstanding amounts under bank overdrafts 580 1,152
Outstanding amounts under current bank loans 926 1,176
Outstanding amounts under lease liabilities 6,692 11,142
Outstanding amounts under factoring programs - retention amount 0 0
Outstanding amounts under commercial paper programs ¹ 49,992 0
Outstanding amounts under other current loans 0 260
Outstanding amounts under other financial liabilities 873 673
Outstanding amounts under current gross interest-bearing borrowing facilities (b) 59,064 14,403
Total outstanding amounts under gross interest-bearing borrowings (c)=(a)+(b) 267,570 84,830
Outstanding amounts under non-recourse factoring programs (d) 25,162 0
Total outstanding amounts under gross interest-bearing borrowings and factoring
programs (e)=(c)+(d)
292,732 84,830
Weighted average lifetime of non-current interest-bearing borrowings (in years) 2.50 4.70
Weighted average interest rate of gross financial debt at fixed interest rate 2.26% 2.24%
Interest rate range of gross financial debt at fixed interest rate 1.46% - 2.62% 1.46% - 2.62%
Weighted average interest rate of gross financial debt at variable interest rate 1.40% 2.02%
Interest rate range of gross financial debt at variable interest rate 0.60% - 3.70% 0.80% - 3.70%
Weighted average interest rate of total gross financial debt 1.50% 2.24%
Percentage of gross financial debt at fixed interest rate 11.8% 100.00%
Percentage of gross financial debt at variable interest rate 88.2% 0.00%
1 The amount drawn under the commercial paper program is to be covered at any time by the undrawn amount under the
club deal facility. Therefor the reported unused amount under the EUR 175 million club deal revolving credit facility is after
deduction of the issued amounts under the commercial paper program.
Recticel annual report 2021 163
The fair value of floating rate borrowings is close to amortised cost.
The majority of the Group’s financial debt is centrally contracted and managed through Recticel
International Services NV/SA, which acts as the Group’s internal bank.
(i) Lease liabilities
Lease liabilities comprise (i) following the application of IFRS 16, the leases for property, plant and
equipment, furniture and vehicles (see note 2.4.2.1.2.1.1.), and (ii) leases formerly classified as
‘finance leases.
These finance leases consist mainly of three leases:
the lease financing of the Insulation plant in Bourges (France), with an outstanding amount of
EUR 3.4 million as of 31 December 2021 and is at floating rate, hedged by interest rate swap
(cfr 2.4.2.5.17);
the lease financing buildings in Belgium, with an outstanding amount of EUR 2.0 million as of
31 December 2021 and is at a fixed rate;
the additional lease to finance the extension of the Insulation plant in Wevelgem (Belgium) in
2017, with an outstanding amount of EUR 6.3 million as of 31 December 2021 and is at a fixed
rate.
(ii) Bank loans – “syndicated credit facility”
On 04 December 2020 the Group entered into:
a new EUR 100 million syndicated revolving credit facility to replace the EUR 175 million ‘club
deal’ facility maturing in February 2021, and
a EUR 205 million acquisition financing facility to finance the acquisition of FoamPartner, closed
on 31 March 2021. The outstanding balance on 31 December 2021 of the acquisition financing
facility is EUR 155 million, as a redemption of EUR 50 million was made on 31 December 2021
to the banks.
Both facilities have a 3-year tenor with two 1-year extension options and have been arranged
and underwritten by KBC Bank. The participating banks are Belfius Bank, BNP Paribas Fortis,
Commerzbank and LCL. The new EUR 100 million syndicated revolving credit facility has
effectively replaced the existing EUR 175 million ‘club deal’ facility as of 01 February, 2021.
(iii) Other bank loans
In 2018, Recticel concluded a secured fixed rate bilateral bank loan of EUR 15.5 million for the
financing of the new greenfield Insulation plant in Finland. The tenor of this amortising bank loan is
15 years, with maturity in March 2033. The outstanding amount at 31 December 2021 is EUR 12.9
million.
(iv) Commercial paper program
In 2017, the Group started through Recticel NV/SA a short-term commercial paper program (TCN –
Titres de Créances Négociables) in France for an amount of EUR 100 million, which was increased
in 2018 to EUR 150 million. This TCN-program is used to complement the financing of day-to-day
working capital needs of the Group. The amount issued under the TCN-program is to be covered
by the unused amount under the club deal/syndicated credit facility. Following the refinancing
and reduction of the amount of the syndicated revolving credit facility, the short-term commercial
paper program has been reduced to EUR 100 million as of 01 February 2021.
The commercial paper program has an outstanding amount of EUR 50 million on 31 December
2021.
The ‘syndicated revolving credit financing facility and the acquisition financing facility, are subject
to financial covenants. No covenants are in place for other financial liabilities.
Other financial liabilities
For interest rate swaps reference is made to 2.4.2.5.17.
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Other financial debt 192 121
Interest accruals 368 330
Total 560 451
Recticel annual report 2021 164
2.4.2.5.16 Trade and other payables
Trade payables principally comprise amounts outstanding for trade purchases. Trade payables
increased to EUR 120.2 million (2020: EUR 88.9 million) as a result of the higher activity level of
the last quarter of 2021 and increased raw materials costs.
Other current amounts payable decreased by EUR 22.0 million is composed as follows:
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Other non current liabilities maturing within one year 0 158
VAT payable - local and foreign 9,431 10,231
Other tax payables 1,458 1,620
Payroll, social security 36,920 33,912
Dividend payable 482 444
Result transfer (fiscal unit) 0 2,964
Other debts 3,906 26,029
Accrued liabilities - operating 11,235 9,081
Deferred income - operating 2,289 3,242
Deferred income - insurance premium 725 725
Deferred income - gain on sale and leaseback 439 472
Total 66,885 88,878
The major movements are linked to the net impact of the Discontinued liabilities (Bedding) and the
acquisition of FoamPartner; and also to the termination of existing reverse factoring programs with
two suppliers.
2.4.2.5.17 Financial instruments and financial risks
The following table presents the financial instruments by category of IFRS 9 and the fair value
level for the financial assets and liabilities measured at fair value:
in thousand EUR
Group Recticel
category under
IFRS 9
31 Dec 2021 31 Dec 2020 Fair value level
Financial assets
Transactional hedges - operational FVTPL 4 0 2
Derivatives not designed in a hedge relationship FVTPL 177 69 2
Current trade receivables AC 141,597 102,726 2
Other non-current receivables AC 1,620 6,334 2
Other receivables AC 11,324 17,711 2
Other receivables AC 12,944 24,045 2
Loans to affiliates AC 10,207 10,207 2
Other loans AC 1,380 1,568 2
Non-current loans AC 11,588 11,775 2
Financial receivables AC 4,365 40,150 2
Loans to affiliates AC 15,952 51,925 2
Cash and cash equivalents AC 118,367 79,255 2
Other investments FVTOCI 599 523 2
Financial liabilities
Interest rate swaps designated as cash flow hedge
relationship
CFH 36 95 2
Transactional hedges - operational FVTPL 15 46 2
Derivatives not designated in a hedge relationship FVTPL 269 83 2
Non-current financial liabilities at amortised cost AC 208,506 70,427 2
Current financial liabilities at amortised cost AC 58,744 14,180 2
Trade payables AC 120,245 88,922 2
Other non-current payables AC 25 26 2
Other payables AC 66,885 88,878 2
Other payables AC 66,911 88,903 2
AC = financial assets or liabilities at amortised cost
CFH = cash flow hedge
FVTPL = Financial assets or liabilities at fair value through profit or loss
FVTOCI = financial assets at fair value through other comprehensive income
Recticel annual report 2021 165
The Group uses the following hierarchy for determining and
disclosing the fair value of financial instruments by valuation
technique:
Level 1: quoted (unadjusted) prices in active markets for
identical assets or liabilities
Level 2: other techniques for which all inputs which have
a significant effect on the recorded fair value are
observable, either directly or indirectly
Level 3: techniques which use inputs which have a significant
effect on the recorded fair value that are not based on
observable market data.
During the reporting period ending 31 December 2021, there
were no transfers between Level 1 and Level 2 fair value
measurements, and no transfers into and out of Level 3 fair
value measurements.
Financial risk management
Credit risk
The Group’s principal current financial assets are cash & cash
equivalents, trade and other receivables, and investments,
which represent the Group’s maximum exposure to credit risk
in relation to financial assets.
The Group’s credit risk is primarily attributable to its trade
receivables. The amounts presented in the statement of
financial position are net of loss allowances for expected credit
losses, estimated by the Group’s management based on prior
experience and their assessment of the current economic
environment.
The risk profile of the trade receivables portfolio is segmented
by business line and based on the conditions of sale observed
on the market. At the same time, it is confined by the agreed
limits of the general conditions of sale and the specifically
agreed conditions, adapted accordingly. The latter also depend
on the degree of industrial and commercial integration of the
customer, as well as on the level of market competitiveness.
The trade receivables portfolio in Flexible Foams, Bedding and
Insulation consists of a large number of customers distributed
among various markets, for which the credit risk is assessed
on an on-going basis and based on which the commercial and
financial conditions are granted. In addition, the credit risks
on trade receivables, except for Automotive associates, are
mostly covered by credit insurance policies which the Group
manages centrally and harmonises. In case of transfer of these
receivables to the factoring company, the latter becomes
the beneficiary of these credit insurance policies. The credit
risk management is also strengthened by an organisation
which is to a great extent centralised and enabled by the SAP
FSCM software and best practice regarding the collection of
receivables.
Credit terms granted on sales vary in function of the customer
credit assessment, the business line and the country of
operations.
There is a limited credit risk assessment on shareholder loans
granted to the other associates. Shareholder loans to other
associates are provided in accordance with rules foreseen in the
joint venture agreements, which are subject to the evolution of
the operational business performance.
Interest rate risk management
Recticel is hedging the interest rate risk linked to its interest-
bearing borrowings on a global basis. The main derivative
instruments used to convert floating rate debt into fixed rate
debt are Interest Rate Swaps (IRS). The amount of fixed rate
arrangements in relation to total financial debt is reviewed on
an on-going basis by the Finance Committee and adjusted as
and when deemed appropriate. In this, the Finance Committee
aims at maintaining an appropriate balance between fixed and
floating rate arrangements based on a philosophy of sound
spreading of interest rate risks.
In an interest rate swap (“IRS”) agreement, the Group
undertakes to pay or receive the difference between the
amounts of interest at fixed and floating rates on a nominal
amount. This type of agreement enables the Group to fix the
rate on a portion of its floating rate debt in order to be protected
against the risk of higher interest charges on a loan at floating
interest rates.
The market value of the portfolio of interest rate swaps on the
reporting date is the discounted value of the future cash flows
from the contract, using the interest rate curves at that date.
The current portfolio of IRS covers a portion of interest-bearing
borrowings for EUR 10 million until July 2024.
The weighted average tenor of the IRS portfolio is 2.5 years.
On 31 December 2021, the fair value of the interest rate swaps
was estimated at EUR -0.01 million.
All financial leases (EUR 11.8 million, of which EUR 2.0 million
relate to a sale & lease back in Belgium) and a bank loan of EUR
12.8 million are at fixed rate or hedged; whereas most other
bank debt is contracted at floating rate.
Sensitivity to interest rates
The Group’s interest rate risk exposure derives from the fact
that it finances at both fixed and variable interest rates. The
Group manages the risk centrally through an appropriate
structure of loans at fixed and variable interest rates and
through interest rate swaps (IRS). The interest rate hedges are
evaluated regularly to bring them in line with the Group’s view
on the trend in interest rates on the financial markets, with
the aim of optimising interest charges throughout the various
economic cycles. Hedge accounting in accordance with IFRS 9
is not applied.
Profit and loss impact from interest rate hedges
Had the interest rates yield curve risen by 100 basis points, with
all other parameters unchanged, the Group’s profit on the IRS
portfolio in 2021 would have increased by EUR +0.05 million,
comparable to 2020.
Conversely, had the interest rates yield curve fallen by 100 basis
points, with all other parameters unchanged, the Group’s profit
on the IRS portfolio in 2021 would have decreased by EUR -0.0
million, compared to EUR -0.3 million in 2020.
Recticel annual report 2021 166
Currency risk management
It is the Group’s policy to hedge foreign exchange exposures
resulting from financial and operational activities via Recticel
International Services NV/SA (RIS), which acts as internal
bank of the Group. This hedging policy is mainly implemented
through forward exchange contracts. Hedge accounting under
IFRS 9 is not applied for currency risk management.
In general, the Group concludes forward exchange contracts
to cover currency risks on incoming and outgoing payments
in foreign currency. The Group may also conclude forward
exchange contracts and option contracts to cover currency risks
associated with planned sales and purchases of the year, at a
percentage which varies according to the predictability of the
payment flows.
At reporting date, forward exchange contracts were outstanding
for a nominal amount of EUR 59.1 million and with a total fair
value of EUR -0.11 million.
Sensitivity analysis on currency risks
The Group deals mainly in 6 currencies outside the euro zone:
GBP, USD, CHF, SEK, PLN, and CNY.
The following table details the sensitivity of the Group to a
positive or negative variation, compared to the annual variation
in the pairs of currencies during the previous financial year.
The sensitivity analysis covers only the financial amounts in
foreign currency which are recognised in the statement of
financial position and which are outstanding at 31 December
and determines their variations at the conversion rates based on
the following assumptions: USD and GBP 10%; PLN, CHF and
SEK 5%.
The following table details the Group’s sensitivity in profit or
loss to a respectively 10% increase (or decrease) of the US
Dollar and Pound Sterling against the Euro, and 5% increase
and decrease of the Polish Zloty, Swedish Krona and Swiss
Franc against the Euro. The percentages applied in this
sensitivity analysis represent the management’s assessment
of the volatility of these currency exchange rates. The
sensitivity analysis includes only outstanding foreign currency
denominated monetary assets and liabilities and adjusts their
translation at the period end for a 10%, respectively 5%, change
in foreign currency rates. The sensitivity analysis includes
external loans as well as loans to foreign operations within the
Group where the denomination of the loan is in a currency other
than the functional currency of the lender or the borrower. It
includes also the foreign exchange derivatives (not designated
as hedging instruments).
A positive number indicates an increase in profit or loss when
the Euro weakens by respectively 10% against the US Dollar
or the Pound Sterling, or 5% against the Polish Zloty, Swedish
Krona or Swiss Franc. For a respectively 10% strengthening
of the Euro against the US Dollar or the Pound Sterling, or 5%
against the Polish Zloty, Swedish Krona or Swiss Franc, there
would be a comparable opposite impact on the profit or loss
(i.e. the impact would be negative).
in thousand EUR
Group Recticel
Strengthening of USD
versus EUR
Strengthening of GBP versus
EUR
Strengthening of SEK versus
EUR
Strengthening of CHF
versus EUR
Strengthening of PLN versus
EUR
Strengthening of CNY
versus EUR
2021
2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Historical average variation
10%
10% 10% 10% 5% 5% 5% 5% 5% 5% - 5%
Profit or (loss) recognized in the P&L account 517 393 (601) (191) (17) 2 1,815 (256) 757 (21) - 1,240
Financial assets * 0 16,426 211 10,527 2,355 3,033 28,489 (692) 8,918 1,079 - 37,086
Financial liabilities * (4,892) (12,492) (225) (3,447) (1,838) (2,107) (10,310) (3,877) (52) (12) - (12,295)
Derivatives 10,065 0 (6,000) (8,986) (867) (877) 18,123 (553) 6,279 (1,490) - 0
Total net exposure
5,174
3,934 (6,014) (1,906) (350) 49 36,303 (5,121) 15,145 (423) - 24,791
* Includes trade and other receivables and trade and other payables
Financial assets and liabilities represent the foreign currency exposure of the different subsidiaries of the Group in relation to their local currency.
Recticel annual report 2021 167
Liquidity risk
The financing sources are well diversified, and the bulk of the
debt is irrevocable and long-term or backed-up by long-term
commitments. It includes as of February 01, 2021 a new 3-year
EUR 100 million syndicated revolving credit facility, with two
1-year extension options.
On 31 March 2021, EUR 205 million has been drawn under a
new acquisition facility which has been put in place in relation
with the acquisition of FoamPartner.
On 31 December 2021, a redemption of EUR 50 million was
made to the banks, bringing the total outstanding amount of the
acquisition facility to EUR 155 million.
In addition to the long-term loans, the Group has a diversified
range of short-term financing sources, including a commercial
paper program and non-recourse factoring facilities.
The diversified financing structure and the availability of
committed unused credit facilities for EUR 103.6 million
guarantee the necessary liquidity to ensure the future activities
and to meet the short- and medium-term financial commitments.
The Group does not enter in financial instruments that require
cash deposits or other guarantees (i.e. margin calls).
The new syndicated facility that replaced the former club deal
facility as of 01 February 2021 is subject to bank covenants
based on an adjusted leverage ratio and an adjusted interest
cover, on a consolidated basis.
These bank covenants will
continue to be determined on the basis of the generally
accepted accounting principles that were in place at the
moment of the closing of the club deal agreement (“frozen
GAAP”). The adoption of IFRS 16 has no impact on the
measurement of these covenants. All conditions under the
financial arrangements with its banks are respected.
Under the new syndicated facility agreement, the maximum
dividend authorised for distribution, excluding the portion
attributable to the treasury shares, amounts to the highest of
(i) 50% of the consolidated net income of the Group for the
previous financial year and (ii) EUR 14.0 million
The gross dividend over 2021 – to be paid in 2022 – proposed to the Annual General Meeting amounts to EUR 0.29 per share,
leading to a total dividend pay-out of EUR 16.1 million (excluding treasury shares). This amount falls below the above-mentioned
50% maximum pay-out limit.
The following table presents the unused credit facilities available to the Group:
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Unused amounts under non-current financing facilities
Undrawn available commitments under the club deal facility¹ 50,000 175,000
Total available under non-current facilities 50,000 175,000
Unused amounts under current financing facilities
Undrawn under current on-balance facilities 45,050 40,995
Undrawn under off-balance factoring programs 0 56,219
Total available under current facilities 45,050 97,214
Total unused amounts under financing facilities 95,050 272,214
1 The amount drawn under the commercial paper program is to be covered at any time by the undrawn amount under the syndicated credit facility. Therefor the reported
unused amount as of 31 December 2021 of EUR 50 million under the EUR 100 million syndicated credit facility is after deduction of the issued amounts under the commercial
paper program.
Maturity analysis of financial liabilities
For the year ending 31 December 2021:
in thousand EUR
Group Recticel
Maturing
within 1 year
Maturing
between 1 and
5 years
Maturing
after 5 years
Total
Future
financial
changes
Carrying
amount
(a) (b) (c) (a)+(b)+(c)
Lease liabilities 12,917 26,556 16,315 55,789 (5,374) 50,415
Bank loans 1,766 160,664 8,862 171,292 (5,585) 165,707
Other loans 0 0 0 0 0 0
Interest-bearing borrowings 14,683 187,220 25,178 227,082 (10,959) 216,123
Other financial liabilities - Non-derivative 51,163
Other financial liabilities - Derivative 284
Total 267,570
Non-current financial liabilities 208,505
Current financial liabilities 59,064
Total 267,569
Recticel annual report 2021 168
For the year ending 31 December 2020:
in thousand EUR
Group Recticel
Maturing
within 1 year
Maturing
between 1 and
5 years
Maturing
after 5 years
Total
Future
financial
changes
Carrying
amount
(a) (b) (c) (a)+(b)+(c)
Lease liabilities 15,703 37,748 24,020 77,471 (10,603) 66,868
Bank loans 1,266 5,064 10,128 16,458 (2,690) 13,768
Other loans 270 1,001 1,020 2,291 (197) 2,094
Interest-bearing borrowings 17,239 43,813 35,168 96,221 (13,490) 82,731
Other financial liabilities - Non-derivative 1,877 0 0 1,877 0 1,877
Other financial liabilities - Derivative 223 0 0 223 0 223
Total 84,830
Non-current financial liabilities 70,427
Current financial liabilities 14,403
Total 84,830
Reference is also made to notes 2.4.2.1.5. (COVID), 2.4.2.1.6. (Brexit), 2.4.2.1.7. (Climate change) and 2.4.2.1.8. (Russia-Ukraine crisis).
Recticel annual report 2021 169
2.4.2.5.18 Business combinations and disposals
In 2021, business combinations related to the acquisition of FoamPartner since 01 April 2022 (see note 2.4.2.4.8.).
In 2021, business disposals related to the Bedding activities which are in the process of being sold to Aquinos (see note 2.4.2.4.7.).
In 2020, the Automotive Interiors business has been disposed of and is considered a discontinued operation in the 2020
consolidated financial statements (see note 2.4.2.4.7.). Likewise, the 50% participation in the Eurofoam group was sold.
2.4.2.5.19 Capital management
The overview below defines the capital components which management considers key in order to realise its capital structure target
ratio (i.e. Total net financial debt/Total equity) of less than 50%.
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Hedging liabilities 320 223
Non-current financial liabilities 208,506 70,427
Current portion of non current financial liabilities 7,617 12,303
Current financial liabilities 50,567 1,547
Interest accruals 368 330
Gross financial debt 267,378 84,830
Cash and cash equivalents (118,367) (79,255)
Hedging assets (180) (69)
Net financial debt 148,830 5,506
Drawn amounts under off-balance non-recourse factoring programs 25,162 (810)
Total net financial debt 173,993 4,697
Total equity 391,306 334,780
Ratios
Net financial debt / Total equity 38.0% 1.6%
Total net financial debt / Total equity 44.5% 1.4%
Recticel annual report 2021 170
2.4.2.6 Miscellaneous
2.4.2.6.1 O-balance sheet items
Recticel NV/SA, or some of its subsidiaries have provided
various parental corporate guarantees and comfort letters for
commercial and/or financial commitments towards third parties.
Compared to the situation per 31 December 2020, most
outstanding guarantees and/or comfort letters remained in
place; save for some minor adjustments in some committed
amounts.
During the year 2021, Recticel NV/SA issued the following
material (> EUR 1 million) new additional guarantees and/or
comfort letters:
For other associates: on behalf of Proseat Europe GMBH: EUR
6.75 million.
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Guarantees given or irrevocably promised by Recticel SA/NV as security for debts and commitments of companies 169,563 160,734
These guarantees include mainly parental corporate guarantees and letters of comfort for commitments contracted by subsidiaries
with banks (EUR 114.1 million), lessors (EUR 45.2 million), governmental institutions (EUR 3.8 million) and other third parties (EUR
6.5 million).
The amount of expected credit losses on external guarantees is assessed at each reporting date to reflect changes in credit risk
since the guarantee was granted. When determining whether the credit risk of a guarantee has increased significantly since the
issuance and when estimating expected credit losses, Recticel considers reasonable and supportive information that is relevant and
available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s
historical experience and informed credit assessment and including forward-looking information.
2.4.2.6.2 Share-based payments
The Recticel Group has implemented a warrant plan for its
leading managers.
The table below gives the overview of all outstanding subscription rights per 31 December 2021:
Issue
Number of warrants
issued
Number of subscription
rights outstanding
Exercise price
in EUR
Exercise period
Fair value of subscription
rights at moment of issue
in EUR
April 2016 317,500 102,500 5.73 01 Jan 20 - 28 Apr 25 0.786
June 2017 410,000 240,000 7. 0 0 01 Jan 21 - 29 Jun 24 0.928
April 2018 460,000 427,500 10.21 01 Jan 22 - 24 Apr 25 1.572
June 2019 500,000 465,000 7.90 01 Jan 23 - 27 Jun 26 1.181
March 2020 512,000 477,500 6.70 01 Jan 24 - 27 Jun 27 1.466
May 2021 475,000 475,000 12.44 01 Jan 25 - 11 May 28 2.290
Total 2,674,500 2,187,500
All subscription rights have a vesting period of 3 years. Beneficiaries can lose the right to exercise their subscription rights in case of
voluntary leave or dismissal for misconduct.
The expense recognised for the year for the share-based payments amounts to EUR 1.1 million (2020: EUR 0.6 million).
The plan of May 2021 still needs to be approved by the Board of Directors and will be formalised by a notarial deed.
Recticel annual report 2021 171
A more general overview showing the trend during 2021 is given below:
in units
in units 2021 2020
Total number of subscription rights outstanding per 31 December 2,187,500 1,933,000
Weighted average exercise price (in EUR) 8.87 7.70
Weighted average remaining contractual life (in years) 3.54 4.84
Movements in number of subscription rights
Subscription rights outstanding at the beginning of the period 1,933,000 1,833,480
New subscription rights granted during the period 475,000 512,000
Subscription rights forfeited and expired during the period 0 (66,999)
Subscription rights exercised during the period (220,500) (345,481)
Subscription rights outstanding at the end of the period 2,187,500 1,933,000
Status of subscription rights outstanding
Closing share price at end of period (in EUR) 17.52 10.72
Total number of subscription rights exercisable at the end of the period 342,500 185,500
Total number of subscription rights that are 'in-the-money' at the end of the
period *
2,187,500 1,933,000
Total number of subscription rights that are exercisable and 'in-the-money' at
the end of the period *
342,500 185,500
* in comparison with the average daily closing price over the period
The table below gives the overview of all subscription rights exercised during the period:
in EUR
in units 2021 2020
Total number of subscription rights exercised 220,500 345,481
Weighted average exercise price 5.61 5.20
Period during which these subscription rights were exercised 31/3 - 23/12 28/5 - 23/12
Average closing price of period during which these subscription rights were exercised 14.85 8.84
Average daily closing price for full year 14.23 8.09
To date, the Group has not issued share appreciation rights to any of its managers or employees,
nor has it implemented any share purchase plan.
The theoretical value of the subscription rights at issuance is calculated by applying the Black &
Scholes formula and taking into account certain assumptions regarding dividend payment (last
dividend compared to share price - dividend yield: 1.83%), interest rate (Euribor 5 years: 0.00%)
and volatility (stock market data on the Recticel share: 26.5%). For the issue of May 2021, the fair
value amounted to EUR 2.29 per subscription right.
Overview of the outstanding subscription rights held by the members of the current Management
Committee: (per 31 December 2021)
in thousand EUR
Issue
a
Number of subscription rights held by the members of the
current Management Committee
April 2016 95,000
June 2017 210,000
April 2018 280,000
June 2019 335,000
March 2020 335,000
May 2021 360,000
Total 1,615,000
a the conditions of the various issues are reflected in the global overview table herabove
Members of the Management Committee received the following subscription rights for the 2021
series:
in EUR
Name Total number of subscription rights
Total theoretical value of subscription
rights at issuance(*)
Olivier Chapelle 120,000 274,800
Ralf Becker 30,000 68,700
Betty Bogaert 30,000 68,700
François Desné 30,000 68,700
Jean-Pierre De Kesel 30,000 68,700
Jean-Pierre Mellen 30,000 68,700
Rob Nijskens 30,000 68,700
François Petit 30,000 68,700
Dirk Verbruggen 30,000 68,700
Total 360,000 824,400
(*) The theoretical value is calculated by using a Black & Scholes formula, and taken into account certain assumptions regarding
dividend yield, interest rate and volatility.
Recticel annual report 2021 172
2.4.2.6.3 Events after the reporting date
Baltisse
On 02 March 2022, Recticel received a transparency notification
dated 02 March 2022, informing that Baltisse NV, as a result of
the acquisition of shares on 28 February 2022, owns 12,647,732
(22.6%) voting rights of the company. Baltisse thus crossed
upwards the 20% shareholding threshold.
Acquisition Trimo
On 22 March 2022, Recticel announced that it has entered into
final agreements with Central European private equity fund
Innova Capital to acquire 100% of Trimo d.o.o. in cash for an
enterprise value of EUR 164.3 million. This represents a 9.5x
2021A normalized EBITDA multiple. The transaction is subject to
customary conditions precedent, including regulatory approvals.
Trimo is specialized in the production of sustainable premium
insulated panels for the construction industry. Predominantly
geared towards the industrial and commercial building
segments, it perfectly complements the current insulation
boards activities of Recticel.
This acquisition will allow Recticel to:
expand its insulation product portfolio into the adjacent and
growing insulated panel market;
accelerate its geographic expansion into the Central and
South-Eastern European markets;
increase its profit margin, as of the first full year of
consolidation.
Financing is secured by the existing credit facilities, and
ultimately by the proceeds from the disposals of the Bedding
and Engineered Foams business lines, expected to close
respectively at the end of 1Q2022 and around mid-2022.
Proseat
On 14 April 2022, Recticel exercised its put option under the
agreement signed with Sekisui in February 2019. As a result,
Sekisui will acquire the remaining 25% in Proseat till then
held by Recticel and Recticel will no longer hold any shares in
Proseat Group. The put option is exercised on the basis of a pre-
agreed price calculation formula. As Proseat has been deeply
impacted since 2020 by reduced demand following the COVID-
crisis and the automotive semiconductor shortage on one hand,
and substantial raw material price inflation on the other hand,
the transfer of these remaining shares will have no material
impact on Recticel’s financials.
Disposal of Bedding activities
On 31 March 2022 Recticel successfully sold its Bedding
activities to the Portuguese privately owned Aquinos Group (cfr
2.4.2.4.7 Discontinued operations).
Russia-Ukraine crisis
Reference is made to note 2.4.2.1.8.
Recticel annual report 2021 173
2.4.2.6.4 Related party transactions
Transactions between Recticel NV/SA and its subsidiaries, which are related parties, have been eliminated in the consolidation
and are not disclosed in this note. Transactions with other related parties are disclosed below, and concern primarily commercial
transactions done at prevailing market conditions. The tables below include only transactions considered to be material, i.e.
exceeding a total of EUR 1 million.
Transactions with joint ventures and associates: 2021
in thousand EUR
Group Recticel
Non-current
receivables
Trade
receivables
Other current
receivables
Trade payables
Other
payables
Revenues Cost of sales
Total Orsafoam companies 0 24 0 0 0 47 0
Total Proseat companies 0 3,434 0 25 (0) 49,457 (88)
Total TEMDA2 companies 10,207 711 437 202 863 9,218 (1,297)
TOTAL 10,208 4,169 437 227 863 58,722 (1,385)
Transactions with joint ventures and associates: 2020
in thousand EUR
Group Recticel
Non-current
receivables
Trade
receivables
Other current
receivables
Trade payables
Other
payables
Revenues Cost of sales
Total Orsafoam companies 0 53 0 192 5 153 (21)
Total Proseat companies 0 4,027 1 18 0 34,784 (119)
Total TEMDA2 companies 10,207 3,284 4,015 309 14,340 6,380 (639)
TOTAL 10,207 7,364 4,016 519 14,345 41,316 (779)
Following the partial divestment from the Proseat group in 2019 and from Automotive Interiors in 2020, revenues from respectively
Proseat companies and TEMDA2 companies relate to the sale of chemical raw materials at cost.
Recticel annual report 2021 174
2.4.2.6.5 Remuneration of the Board of Directors and of the Management Committee
The remuneration of the members of the Board of Directors and of the Management Committee is included in this note. For more
information, reference is made to the remuneration report in the section ‘Corporate Governance’ of this annual report.
Total gross remuneration for the members of the Board of Directors
in EUR
Group Recticel 2021 2020
Director fees 150,000 142,500
Attendance fees Board of Directors 212,500 197,500
Attendance fees Audit Committee 50,000 42,000
Attendance fees Remuneration and Nomination Committee 25,000 43,750
Attendance fees Strategy Committee 105,000 0
TOTAL 542,500 425,750
In light of the COVID-19 crisis, and in line with the voluntary remuneration reductions implemented by the top management,
the Board of Directors of 29 April 2020 decided to reduce the director fees for the second quarter by 30%, as a sign of solidarity with
the management and the employees of the company.
Total gross remuneration for the members of the Management Committee
in EUR
Group Recticel 2021 2020
Fixed remuneration 2,882,656 2,851,266
Variable remuneration 2,743,928 2,049,670
Pensions 217,540 336,427
Other benefits 185,766 0
Extraordinary items 0 139,686
TOTAL 6,029,890 5,377,049
Recticel annual report 2021 175
2.4.2.6.6 Exchange rates
in EUR
Group Recticel
Closing rate Average rate
2021 2020 2021 2020
Swiss Franc CHF 0.9680 0.9258 0.9249 0.9341
Yuan Renminbi CNY 0.1390 0.1246 0.1311 0.1270
Czech Crown CZK 0.0402 0.0381 0.0390 0.0378
Euro EUR 1.0000 1.0000 1.0000 1.0000
Pound Sterling GBP 1.1901 1.1123 1.1633 1.1240
Indian Rupee INR 0.0119 0.0112 0.0114 0.0118
Moroccan Dirham MAD 0.0951 0.0914 0.0940 0.0922
Norwegian Krone NOK 0.1001 0.0955 0.0984 0.0933
Polish Zloty PLN 0.2175 0.2193 0.2190 0.2251
Romanian Leu RON 0.2021 0.2054 0.2032 0.2067
Swedish Krona SEK 0.0976 0.0997 0.0986 0.0954
Singapore Dollar SGD 0.6545 0.6166 0.6293 0.6352
Turkish Lira TRY 0.0656 0.1097 0.0951 0.1242
US Dollar USD 0.8829 0.8149 0.8455 0.8755
2.4.2.6.7 Sta
in units
Group Recticel 31 Dec 2021 31 Dec 2020
Management Committee 9 10
Employees 1,632 2,427
Workers 2,115 2,725
Average number of people employed (full time equivalent) on a consolidated basis (i.e.
excluding joint ventures)
3,756 5,162
Remuneration and social charges(in thousand EUR) 212,458 221,907
Average number of people employed in Belgium 934 1,001
The decrease of the average number of people employed, as well as of the cost for remuneration
and social charges, is to a large extent explained by the change of scope following the ongoing
divestment of the Bedding activities (1,589 employees) (cfr 2.4.2.4.7.).
2.4.2.6.8 Audit and non-audit services provided by the
statutory auditor
The total fees in relation to services provided by the statutory auditor PwC Bedrijfsrevisoren BV (in
2020: Deloitte Bedrijfsrevisoren) and by companies related to the auditor to Recticel NV/SA and its
subsidiaries, are as follows:
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
Audit fees 1,037 757
Other audit services and legal missions 147 68
Tax services 75 5
Consulting services 7 0
Total fees 1,266 830
Audit fees for Recticel NV/SA and its subsidiaries are determined by the shareholders meeting
after review and approval by the company’s Audit Committee and Board of Directors. All non-audit
fees have been pre-approved by the company’s Audit Committee.
Recticel annual report 2021 176
2.4.2.6.9 Contingent assets and liabilities
a Tertre (Belgium)
1. Carbochimique, which was progressively integrated into
the Recticel Group in the 1980s and early 1990s, owned
an industrial site in Tertre (Belgium), where various
carbochemical activities had been carried on since 1928.
These activities were gradually spun off and sold to other
industrial companies, including Yara and Prince Erachem
(Eramet group). Finapal, a Recticel subsidiary, retained
ownership of some plots on the site, chiefly old dumping
sites and settling ponds that have been drained. In 1986,
Recticel sold its "fertilizer" division, in particular the
activities of the Tertre site, to Kemira, now acquired by
Yara. As part of this agreement, Recticel undertook to set
an old basin ("Valcke Basin"), in line with environmental
regulations. This requirement was not yet performed
because of the mutual dependence of the environmental
conditions within the industrial site in Tertre. Yara sued
Recticel for precautionary reasons pursuant to this
obligation in July 2003. Both parties negotiated and signed
a settlement agreement in the course of 2011, which
ended the dispute. Under the settlement agreement Yara
and Recticel committed to prepare together a recovery
plan for four contaminated areas of the industrial area
in Tertre, including the Valcke Bassin and a dump site of
Finapal, and agreed on the cost split thereof.
This plan was approved in December 2013 by Ministerial
Order of the Walloon Government, and the specification
book was likewise prepared by both parties and approved
by the authorities. End December 2015 Ecoterres was
appointed as contractor. The works were started in 2016
and have been completed by the end of 2021. Further
monitoring may be required over the coming years.
2. Following the sale of the entity Sadacem to the French
group Comilog, now part of the group Eramet, Recticel
committed itself to sanitise, on a shared cost basis, an old
industrial waste site on the grounds of Prince Erachem.
The start of the execution of this commitment was
studied in consultation with the entity Prince Erachem
and has been provisioned in the accounts of the Recticel
Group. A proposal was submitted to the Office Wallon des
Déchets in April 2009 and since been approved.
The implementation of the restructuring plan started in
2013 and has been completed as planned. The clean-up
works were completed in 2018 but are still subject to a
monitoring phase during 3 years, which was prolonged by
one year.
b Wetteren (Belgium)
In the production plant of Wetteren (Belgium) asbestos was
found. In 2020 a provision for the costs linked to the removal
was made for EUR 1.2 million. After further investigation and
finetuning, the provision has been reduced to EUR 0.8 million at
the end of 2021.
c Litigations
The Group has been the subject of an antitrust investigation at
European level. Recticel announced on 29 January 2014 that
a settlement was reached with the European Commission in
the polyurethane foam investigation. The case was closed after
payment of the last instalment of the effective overall fine in
April 2016.
Various claims have been issued by one or more customers,
in which these entities allege harm with regard to the conduct
covered by the European Commissions cartel decision. Some
procedures have been ended or concluded in the course of
2016-2018, with only one court procedure still on-going in
Germany linked to Eurofoam. No additional new claims are to
be expected as these have now all become time-barred.
Recticel carefully reviews and evaluates the merits for each
case with its legal advisors to determine the appropriate
defensive strategy and recognises, where appropriate,
provisions to cover any legal costs in this regard.
Regarding the on-going litigation no considered judgment can
at this stage be formed on the outcome of this procedure or on
the amount of any potential loss for the company.
One of our Group entities in the United Kingdom is the subject
of a HSE investigation following the accidental death of one of
its employees. The HSE has concluded the fact-finding phase
of its investigation and has made certain allegations against
Recticel Ltd for breach of HSE regulations. Recticel has replied
to these allegations. In October 2020, the HSE has confirmed
that it has taken an enforcement decision, which hence may lead
to prosecution, legal costs and fines. There has been no further
development to date. A provision has been established.
One of the Group’s entities in France is implicated in a labour
law case following the closure of a production site, whereby the
former employees have launched a claim to obtain additional
compensations, on the basis that the economic reasons for the
closure were invalid. The court proceedings have so far confirmed
the position of the employees, but Recticel SAS has launched an
appeal procedure. The final outcome remains uncertain.
Following the fire incident in Most (Czech Republic), the
involved Group entity has been temporarily unable to supply
the contractually agreed quantities of products, leading to
production interruptions at the direct customers and the car
manufacturers. While the Group entity involved have claimed
Force Majeure in this respect, this has been put in question or
even contested by a number of customers, with indication that
further claims could be raised to obtain damage compensation.
While the Group is insured in this regard in line with industrial
standards, it cannot be excluded that such claims could lead to
financial losses for the companies involved. One customer has
launched a legal proceeding in France in the course of the first
semester of 2019.
Recticel annual report 2021 177
In the framework of the finalization of the closing accounts per
30 June 2020 linked to the Automotive Interiors divestment,
a dispute has arisen with the purchaser with regard to certain
amounts to be taken into consideration for deduction from the
purchase price, as well as a claimed breach of the agreement.
This dispute has been settled in the meantime.
On 18 February 2021, Proseat Europe GmbH sent a claim notice
for the maximum amount of EUR 865,000 to Recticel SA/NV
with regard to the absence of dilapidation provisions linked to
certain production sites leased by Proseat entities. Recticel
contested the claim and it was finally discontinued.
Recticel signed a preliminary purchase agreement with the Gor-
Stal shareholders to acquire Gor-Stal’s insulation board business
located in Bochnia, Poland, for an enterprise value of EUR 30
million. The sale required a prior carve-out of these activities
into a new legal entity. Both parties cooperated well to finalise
the due diligence and to realise this carve-out by July 2021,
but then, the sellers came back to request a price adjustment,
citing changed market conditions. Recticel requested more
information before considering such a request, which was
contrary to the agreement. The sellers did not provide such
information and in October 2021, they informed Recticel that
they did no longer want to continue the transaction. Recticel
notified the sellers at the end of the year that they breached
their obligations under the agreement and that Recticel would
launch legal proceedings to enforce the preliminary agreement.
These legal proceedings are launched in 2022.
As of 31 December 2021, total overall provisions and accruals
for other litigations, environmental risk and other risks on
Recticel Group level amounted to EUR 13.5 million in the
consolidated financial statements. With reference to the
prejudicial exemption in IAS 37 §92, the Group will not disclose
any further information about the assumptions for the provision,
including any details about current and the expected number of
lawsuits and claims.
The disclosure of such information is believed to be detrimental to
the Group in connection with the ongoing confidential negotiations
and could inflict financial losses on Recticel and its shareholders.
2.4.2.6.10 Reconciliation table of Alternative Performance Measures
The Group uses and publishes several Alternative Performance
Measures (“APM”) to provide additional valuable insight to
financial analysts and investors. APMs are related to the
standards used by management to monitor and measure
financial performance.
The overview tables below summarise the reconciliation of
these APMs in respectively the income statement and the
statement of financial position of the continuing operations.
in thousand EUR
Group Recticel 2021 2020 restated
Income statement
Sales 1,032,795 616,883
Gross profit 187,390 106,660
EBITDA 89,734 38,290
Operating profit (loss) 46,532 9,106
Operating profit (loss) 46,532 9,106
Amortisation intangible assets 4,790 1,543
Depreciation tangible assets 38,385 26,273
Amortisation deferred charges long term 0 0
Impairments on goodwill, intangible and
tangible fixed assets
27 1,367
EBITDA 89,734 38,290
EBITDA 89,734 38,290
Restructuring charges 2,816 1,040
Other ¹ 16,695 5,104
Adjusted EBITDA 109,245 44,434
¹ see note 2.4.2.3.1.
Operating profit (loss) 46,532 9,106
Restructuring charges 2,816 1,040
Other 16,695 5,104
Impairments 27 1,367
Adjusted Operating Profit (Loss) 66,070 16,617
Total net financial debt 31 Dec 2021
31 Dec 2020
(as published)
Non-current financial liabilities 208,505 70,427
Current financial liabilities 59,064 14,403
Cash (118,367) (79,255)
Other financial assets ¹ (1,380) (1,000)
Net financial debt on statement of financial
position
147,822 4,575
Factoring programs 25,162 0
Total net financial debt 172,984 4,575
1 Hedging instruments and interest advances
Gearing ratio (Net financial debt / Total equity)
Total equity 391,306 334,780
Net financial debt on statement of financial
position / Total equity
37.8% 1.4%
Total net financial debt / Total equity 44.2% 1.4%
Leverage ratio (Net financial debt / EBITDA)
Net financial debt on statement of financial
position / EBITDA
1.6 0.1
Total net financial debt / EBITDA 1.9 0.1
Net working capital
Inventories and contracts in progress 112,897 90,833
Trade receivables 141,596 102,726
Other receivables 15,869 57,929
Income tax receivables 4,660 1,452
Trade payables (120,247) (88,923)
Current contract liabilities (9,081) (15,183)
Income tax payables (4,466) (1,045)
Other amounts payable (66,885) (88,878)
Net working capital 74,343 58,911
Current ratio (= Current assets / Current liabilities)
Current assets 534,855 333,665
Current liabilities 359,814 210,030
Current ratio (factor) 1.5 1.6
Recticel annual report 2021 178
2.4.3 Recticel NV/SA - General information
Recticel NV/SA
Address
Bourgetlaan - avenue du Bourget, 42
1130 Brussels
Belgium
Established: on 19 June 1896 for thirty years,
later extended for an unlimited duration.
Object: (article 3 of the Coordinated Articles)
The object of the company is the development,
production, conversion, trading, buying,
selling and transportation, on its own account
or on behalf of third parties, of all plastics,
polymers, polyurethanes and other synthetic
components, of natural substances, metal
products, chemical or other products used by
private individuals or by industry, commerce
and transport, especially for furniture, bedding,
insulation, the construction industry, the
automotive sector, chemicals, petrochemicals,
as well as products belonging to or necessary
for their production or which may result or be
derived from this process.
It may achieve its object in whole or in part,
directly or indirectly, via subsidiaries, joint
ventures, participations in other companies,
partnerships or associations.
In order to achieve this object, it can carry out
all actions in the industrial, property, financial
or commercial field which are associated
with its object directly or indirectly, in whole
or in part, or which would be of a nature to
promote, develop or facilitate its operation or
its trade or that of the companies, partnerships
or associations in which it has a participation
or an interest; it can in particular develop,
transfer, acquire, rent, hire out and exploit
all movable and immovable goods and all
intellectual property.
Legal form: naamloze vennootschap / société
anonyme (limited company)
Recorded in the Brussels register of legal
entities
Company number: 0405 666 668
Subscribed capital: EUR 139,908,550 (per 31
December 2021)
Type and number of shares: at 31 December
2021 there was only one type of shares,
namely ordinary shares; total number of
shares outstanding: 55,963,420
Portion of the subscribed capital still to be
paid up: 0 shares/EUR 0.
Nature of the shares not fully paid up: none.
Percentage fully paid up: 100%. The shares
are all fully paid up.
The accounts were prepared in accordance
with requirements specified by the Royal
Decree of 30 January 2001.
These annual accounts comprise the balance
sheet, the income statement and the notes
prescribed by law. They are presented
hereafter in condensed form.
In accordance with Belgian law, the management
report, the annual accounts of Recticel NV/SA
and the report of the Statutory Auditor will be
filed with the Belgian National Bank.
They are available on request from:
Recticel NV/SA - Corporate Communications
Address
Bourgetlaan - Avenue du Bourget, 42
B-1130 Brussels
Tel.: +32 (0)2 775 18 11
Fax: +32 (0)2 775 19 90
E-mail: desmedt.michel@recticel.com
The notes to the annual accounts are related
to the financial situation of the company as
shown in the statement of financial position.
The results are also commented on in the
preceding annual report.
The Statutory Auditor has delivered an
unqualified opinion on the statutory annual
accounts of Recticel NV/SA
The statutory annual accounts of Recticel NV/SA,
as well as the statutory report by the Board of
Directors, are freely available on the company’s
web site https://www.recticel.com/investors/
annual-half-year-reports.html.
Recticel annual report 2021 179
2.4.4 Recticel NV/SA - Condensed statutory accounts
The statutory statement of financial position and the statutory income statement for the period
ended 31 December 2021 of Recticel NV/SA are given below in a condensed form.
The accounting principles used for the Statutory Financial Statements of Recticel NV/SA differ
from the accounting principles used for the Consolidated Financial Statements: the Statutory
Financial Statements follow the Belgian legal requirements, while the Consolidated Financial
Statements follow the International Financial Reporting Standards.
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
ASSETS
FIXED ASSETS 525,729 383,259
I. Formation expenses 0 0
II. Intangible assets 20,148 27,068
III. Tangible assets 52,711 59,910
IV. Financial assets 452,871 296,281
CURRENT ASSETS 80,883 95,127
V. Amounts receivable after one year 4,414 6,221
VI. Inventories and contracts in progress 24,731 25,869
VII. Amounts receivable within one year 49,365 59,952
VIII. Cash investments 1,398 1,398
IX. Cash 6 5
X. Deferred charges and accrued income 968 1,682
TOTAL ASSETS 606,613 478,386
LIABILITIES
I. Capital 139,909 139,357
II. Share premium account 132,087 131,267
III. Revaluation surplus 2,551 2,551
IV. Reserves 17,578 15,046
V. Profits (losses) brought forward 99,659 52,133
VI. Investment grants 0 0
VII. A. Provisions for liabilities and charges 4,645 6,518
B. Deferred taxes 0 0
VIII. Amounts payable after one year 50,579 8,838
IX. Amounts payable within one year 153,130 115,344
X. Accrued charges and deferred income 6,474 7,332
TOTAL EQUITY AND LIABILITIES 606,613 478,386
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020
PROFIT AND LOSS ACCOUNT
I. Operating revenues 392,326 323,804
II. Operating charges (354,866) (318,913)
III. Operating profit (loss) 37,460 4,892
IV. Financial income 53,817 5,591
V. Financial charges (24,215) (14,723)
VI. Profit (loss) for the year before taxes 67,062 (4,240)
VII. Income taxes (774) (177)
VIII. Profit (loss) for the year after taxes 66,289 (4,417)
IX. Transfer to untaxed reserves 0 0
X. Profit (loss) for the period available for appropriation 66,289 (4,417)
The management report of the Board to the Annual General Meeting of Shareholders and the
Statutory Financial Statements of Recticel NV/SA, as well as the auditor’s report, will be filed
with the National Bank of Belgium within the statutory periods. These documents are available
onwww.recticel.comand can be requested free of charge. The statutory auditors report is
unqualified and certifies that the non-Consolidated Financial Statements of Recticel NV/SA for
the year ended 31 December 2021 gives a true and fair view on the financial position and results
of the company in accordance with all legal and regulatory dispositions. The statutory annual
accounts of Recticel NV/SA as well as the statutory report by the Board of Directors, is freely
available on the company’s web site www.recticel.com.
Recticel annual report 2021 180
Profit appropriation policy
The General Shareholders Meeting decides on the appropriation of the profit available for the
distribution of a dividend based upon a proposal by the Board of Directors. The Board of Directors
intends to propose to pay out a stable or gradually increasing annual dividend, considering the
following elements:
proper compensation for the shareholders
retention of adequate self-financing capacity to enable investment in value creation
opportunities.
The Board of Directors decided to present 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 dividend¹ - 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.
Recticel annual report 2021 181
2.4.5 Risk factors and risk management
Assisted in its work by the Audit Committee,
the Board of Directors determines the
Group's risk management policy, taking the
significance of the general corporate risks that
it is prepared to accept into account.
Business and management imply dealing
with external and internal uncertainties. These
uncertainties imply that decisions intrinsically
involving potential risks are constantly being
taken at all levels. For this reason, and also
because a company must be able to achieve
its objectives, it is important to outline, assess,
quantify and grade corporate risks as precisely
as possible. An appropriate, adapted risk
management system that can also draw on
efficient monitoring mechanisms and best
practices must avoid any adverse effects of
potential risks on the company and its value or
at least control or minimise those effects.
RISK FACTORS
The items dealt with below are the most
relevant risk factors for the Recticel Group,
as defined during the assessment process
described above.
1. The Group’s investment programs are
subject to the risk of delays, cost overruns
and other complications, and may not
achieve the expected returns
The Group’s businesses are, and will continue
to be, capital-intensive. A number of its plants
have operated for many years, and a large part
of the Group’s capital expenditures relate to
the repair, maintenance and improvement of
these existing facilities.
The Group’s investments programs in the field
of repair, maintenance and improvements
of its existing equipment and facilities are
subject to the risk of incorrect or inadequate
evaluation. As a result, these investment
programs may suffer from delays or other
complications and may not achieve the return
projected at the beginning of such programs.
Furthermore, the Group’s actual expenditures
may ultimately reveal to be higher than
budgeted for various reasons beyond its
control. Such cost increases may be material
and may have a material adverse effect on its
business, financial condition, operating results
and cash flows.
2. Price volatility of major chemicals
As a producer and converter of polyurethane
foam and other products, the Group is
sensitive to fluctuations in the prices of
chemical raw materials, in particular those
chemical raw materials used for the production
of polyurethane. The main chemical raw
materials used by the Group are polyols and
isocyanates (TDI and MDI). Although these
base materials are petroleum derivatives, and
hence follow the evolution of the oil price,
their price evolution may differ from that of
petroleum products on the global market.
Excess volatility of raw materials prices or their
scarcity or shortage may have a negative effect
on Recticel's results and financial situation.
Chemical raw materials represent, on average,
nearly 55% of the cost of sales of the Group’s
finished products (continuing operations and
discontinued activities). For certain flexible
foam and insulation applications, this share is
even higher.
These raw materials are purchased on the
open market. The Group has to date not
hedged its commodity risk.
The purchase of chemical raw materials
is centralised, and the relevant central
department negotiates the supply
contracts. The centralised approach allows
better negotiation power and continuous
optimisation.
Although the Group monitors raw material
price developments and tries to reflect price
increases in its sales prices when appropriate,
ultimately the extent to which such increased
chemical raw material prices can be charged
to customers depends on the commercial
negotiations with customers and competition
on the market. There may be periods of time
in which the Group is not able to timely or
fully recover increases in the cost of chemical
raw materials due to weakness in demand for
its products or the actions of its competitors.
On the other hand, during periods in which
market prices of Group’s chemical raw
materials fall, the Group may face demands
from its customers to reduce its prices or
experience falls in demand for its products
while customers delay orders in anticipation of
price reductions.
3. The Group may be subject to the risk of
not identifying an M&A opportunity or not
being able to afford it
Making acquisitions are an integral part of
the Group’s growth strategy. There can be no
assurance that any of these transactions will
be realised or, if realised, will be beneficial to
the Group.
The Group continues to explore additional
opportunities to implement its strategy which
may require substantial investment and
subsequent capital expenditures. To date,
the Group has been able to fund its capital
investment projects through cash generated
from its internal operations and debt financing.
If the Group’s cash flows were reduced or
if it were to make further acquisitions, the
Group would need to seek to fund its cash
requirements through additional debt and
equity financing or through asset divestitures.
4. If the Group fails to identify, develop and
introduce new products successfully it may
lose key customers or product orders and
its business could be harmed
In 2021 the Group has been further developing
products, such as Thermoflex
®
in its Business
Line Engineered Foams and Lambda 19
Eurowall
®
Xentro
®
and Eurofloor Xentro
®
in its
Business Line Insulation.
The Group competes in industries that are
changing and becoming more complex.
The Group’s ability to achieve a successful
evolution development of its existing products
to new offerings and differentiation of its
products requires that accurate predictions
of the product development schedule as well
as market demand are made. The process of
developing new products is complex and often
uncertain due to the frequent introduction of
new products by competitors. The Group may
anticipate demand and market acceptance that
differs from the product’s realisable customer
demand and revenue stream. Furthermore, in
the face of intense industry competition, any
unanticipated delay in implementing certain
product strategies or in the development,
production or marketing of a new product
could adversely affect the Group’s revenues.
The Group invests constantly in the
development of new products. These
investments are subject to a number of
Recticel annual report 2021 182
risks, including: difficulties and delays in
the development, production, testing and
marketing of products; customer acceptance
of products; resources to be devoted to the
development of new technology; and the
ability to differentiate the Group’s products
and compete with other companies which are
active in the same markets.
The Group’s ability to generate future revenue
and operating income depends upon, among
other factors, its ability to timely develop
products that are suitable for manufacturing in
a cost-effective manner and that meet defined
product design, technical and performance
specifications.
All these factors could have a material adverse
impact on the Group’s business, operations
and financial results.
5. The Group may be subject to
misconduct by its employees and managers
or third-party contractors
The Group may be subject to misconduct by
its employees and managers or third-party
contractors, such as theft, bribery, sabotage,
violation of laws or other illegal actions and
may be exposed to the risk of stoppages by
third parties, such as transport companies. Any
such misconduct may lead to fines or other
penalties, slow-downs in production, increased
costs, lost revenues, increased liabilities to
third parties, impairment of assets or harmed
reputation, any of which may have a material
adverse effect on the Group’s operations,
business and financial results.
The Group has developed various internal
initiatives to limit the risk of misconduct of
its own employees and managers. These
initiatives include the reinforcement of the
internal audit function, the setting up of a
Compliance Committee whose role is to
investigate matters reported to it, as well as
the organisation, on a regular basis, of various
internal training sessions for employees aimed
at increasing awareness on compliance.
However, there can be no assurance that such
initiatives will result in effectively preventing
any misconduct by its employees and
managers.
Furthermore, such initiatives are not aimed at
third party contractors, as a result of which
the Group relies on the third-party contractors’
capacity to prevent misconduct by their own
employees and managers.
6. Evaluation of projects and investments
The Group may be subject to the risk that an
innovation project fails and that the innovation
investments do not achieve the target to
contribute to a sustainable revenue growth
or cost effectiveness, including the risk of not
having the right human resources to achieve
the incremental changes needed to achieve
the innovation strategy.
7. Failure to obtain the needed chemical
raw materials
The Group has negotiated yearly or multi-
year supply agreements with important
suppliers to secure more than half of its yearly
supplies of isocyanates. The supply of polyols
is for a minority share secured under yearly
supply agreements. The Group sources its
remaining chemical raw materials essentially
from suppliers with whom it has a long-term
relationship, but with monthly or quarterly
price and volume negotiations.
Notwithstanding the existence of long-term
supply agreements for certain chemical raw
materials, the risk of a delivery disruption of
chemical raw materials cannot be excluded.
Such delivery disruptions may result from,
amongst others, a major accident or incident
in a supplier’s processing plant, transportation
problems or any other fact or circumstance
that can give rise to a force majeure situation.
In such case, there can be no assurance that
the Group can source alternative supplies of
chemical raw materials on a timely basis and
at acceptable conditions or at all, which could
have a material adverse impact on the Group’s
business, operations and financial results.
Neither can it be excluded that a decrease in
volumes of raw material procurement (i.e. due
to market trends) could have an impact on raw
material prices or that it could incite suppliers
to end their supplies to the Group, the latter
scenario forcing the Group to search for other
suppliers, which may not be available on a
timely basis or at an acceptable conditions
or at all. This could have a material adverse
impact on the Group’s business, operations
and financial results.
8. Safety, health and the environment - new
regulations and its impacts
Due to the nature of its activities, the
Recticel Group is exposed to environmental
risks. The Group uses potentially hazardous
products (chemicals and the like) as part of
its development activities and manufacturing
processes. Pollution can never be ruled out.
The Group prevents pollution by adopting
appropriate industrial policies. Scenarios
precisely outlining the modus operandi for
tackling this type of crisis and managing the
consequences thereof have been circulated
throughout the organisation.
It goes without saying that the handling of
these same products constitutes a health
risk for staff, customers and any other visitor,
particularly in the event of failure to comply
with the safety rules issued by Recticel.
Due to new regulations, the Group may face
the risk that these new regulations may have a
significant negative business impact.
Failure to comply with the various laws and
regulations governing the Group's activities
is likely to have a negative impact on these
activities and invoke its liability.
These activities are particularly subject to
various environmental laws and regulations
that are likely to expose the Group to major
compliance costs or legal proceedings.
The Group further operates in some countries
in old industrial sites, already operational at a
time when no or insufficient environmental
legislation was in place, potentially leading to
historic pollution, for which the Group may be
held liable leading to important compliance or
clean-up costs.
Furthermore, the Group may incur other
major costs following the non-fulfilment of its
contractual obligations or also in cases where
the negotiated contractual provisions in place
prove to be insufficient, or even inadequate.
9. The risk that the importance of certain
stakeholders is underestimated when
making strategic decisions
The Group is exposed to the risk that the
importance of certain stakeholders is
underestimated when making important
strategic decisions for the Group. This
could lead to resistance and put at risk the
implementation of the strategy.
Recticel annual report 2021 183
10. Risks relating to not fully analysing the
investment decisions
The Group may face difficulties if investment
decisions have not been fully analysed and
as such lead to unsuccessful investments
not reaching the initial objectives, as well
as the risk that investment capacity is
absorbed by one business unit, not leaving
sufficient investment fund for more profitable
investments in other business segments.
11. Risks relating to sub-optimal execution
of transactions
The Group is subject to the risk of a
suboptimal execution of transactions due to
the lack of preparation, communication and/
or project management. Although the Group
has developed M&A guidelines, there is no
assurance that these risks will not materialise,
and if so, this might have a material adverse
effect on the Group’s operations, business and
financial results.
12. The Group’s results may be substantially
affected by general macroeconomic trends
and the level of activity in its industries
The Group is exposed to the risks related to an
economic recession. Economic factors outside
of the Group’s control (including slowing
economic growth, particularly in Europe where
the Group realises approximately 88% of its
consolidated turnover, inflation or deflation or
fluctuations in interest and foreign currency
exchange rates) could affect the Group’s
financial results and prospects.
There is a risk that certain markets in which
the Group is active will experience economic
decline or a prolonged period of negligible
growth in the future. The current uncertainty
about economic recovery and the pace
of growth may negatively affect the level
of demand from existing and prospective
customers. Additional factors which may
influence customer demand include access to
credit, budgetary constraints, unemployment
rates and consumer confidence.
13. Product liability
The Group produces and sells both semi-
finished and finished consumer durable goods.
In both cases, the Group is exposed to any
complaints relating to product liability. Recticel
tries to offset or limit these risks by means
of product guarantees provided for in the
conditions of sale and through the application
of a strict quality control system. To protect
itself from the adverse effects of product
liability, the Group has put in place general and
product-specific insurance policies.
14.The implementation of the Group’s
business strategy is dependent on its ability
to attract and retain qualified personnel
The Group’s ability to maintain its competitive
position and to implement its business
strategy will largely depend on its ability
to attract and retain skilled personnel and
management. The loss or diminution in
the services of skilled employees and
management, or difficulties in recruiting or
retaining them, could have a material adverse
effect on the Group’s operations, business and
financial results. Competition for personnel
with relevant expertise is intense due to the
relatively small number of qualified individuals,
and the Group may have difficulties in
obtaining or enforcing non-compete obligations
from its skilled personnel and management,
all of which may seriously affect the Group’s
ability to retain existing skilled employees and
management and attract additional qualified
personnel. If the Group were to experience
difficulties in recruiting or retaining qualified
personnel, this could have a material adverse
effect on the Group’s operations, business and
financial results.
15. Brexit
The turnover of the Group in the UK represents
18% of total consolidated sales. The products
the Group sells in the UK are mainly produced
locally. The direct impact of Brexit concerns
(i) the import of chemical raw materials
necessary for local production, as these raw
materials are not available in the UK, and (ii) a
currency exchange rate risk. The Brexit treaty
concluded in 2020 between the European
Union and the United Kingdom has led to the
elimination of possible risks with regard to the
supply of raw materials.
16.COVID-19 (Corona virus)
In the preparation of the consolidated financial
statements for the year ended 31 December
2021, management considered the current
economic environment and the impact of
COVID-19. Despite the negative impact on the
performance and cash flows during 1H2021
on the Bedding division, Recticel maintains a
solid financial and liquidity position and meets
its financial covenants. As such, management
concluded the company is able to continue as
a going concern with no long-term impact from
COVID-19
17. Climate change
The Group’s operations are generally speaking
not energy intensive. Consequently, Recticel’s
activities and products have a limited negative
impact on the emission of greenhouse
gases. Moreover, this is overcompensated by
Recticel’s Insulation activities, that produce
high-performance thermal insulation boards
which over their product lifetime substantially
overcompensate any negative impact on climate
change from the Group’s operations. Going
forward, Recticel will become an even more
“green company” as its insulation products will
reduce the impact of heating buildings; hence it
positively mitigates impact on climate change.
18. Russia-Ukraine conflict
Currently Recticel has no local operations in
Russia and Ukraine. Neither does Recticel
export to Russia and Ukraine. Consequently,
there is no direct impact observed nor to be
expected.
However, it is not excluded that future
operations and business are affected indirectly
by the conflict. These indirect impacts may
come from supply issues, an inflationary
macro-economic environment, credit risks on
customers and increasing financing costs. It
is expected that these eventual impacts on
operations and financial position should remain
limited for the Group.
RISK MONITORING
Operational and industrial risks are usually
covered by centrally managed insurance
contracts. The conditions governing these
contracts are reviewed on a regular basis.
Recticel owns a reinsurance subsidiary,
whose principal task consists of reinsuring the
Group's own risk associated with the excesses
that are payable by the Group under external
insurance policies.
The risks and uncertainties for which
provisions have been raised in accordance
with IFRS rules are explained under the
heading 2.4.2.5.14. of the financial section of
the annual report. More precisely, these are
provisions for litigation, product guarantees,
environmental risks and reorganisation
charges.
Recticel's Internal Audit Department is
involved in implementing control procedures
in the broadest sense and ensures that they
are complied with. It also plays a major role in
the permanent monitoring of corporate risks
and contributes to the basic considerations
regarding these risks in the Group.
Recticel annual report 2021 184
2.4.6 Declaration by the responsible ocers
We hereby certify that, to the best of our knowledge, the Consolidated Financial Statements as of
31 December 2021, prepared in accordance with the International Financial Reporting Standards
(IFRS) as adopted by the European Union, and with legal requirements applicable in Belgium, give
a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and
the undertakings included in the consolidation taken as a whole, and that the management report
includes a fair review of the development and performance of the business and the position of
the Group and the undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face. 
Mr Johnny Thijs (Chairman of the Board of Directors)
Mr Olivier Chapelle (Chief Executive Officer)
Mr Dirk Verbruggen (Chief Financial Officer)
2.4.7 Auditor’s report on the consolidated financial statements for the
year ending 31 December 2021
Recticel NV/SA
Statutory auditor's report to the shareholders’ meeting on the consolidated financial statements
for the year ended 31 December 2021
Recticel annual report 2021 185
PwC Bedrijfsrevisoren BV - PwC Reviseurs d'Entreprises SRL - Financial Assurance Services
Maatschappelijke zetel/Siège social: Culliganlaan 5, B-1831 Diegem
Vestigingseenheid/Unité d'établissement: Sluisweg 1 bus 8, B-9000 Gent
T: +32 (0)9 268 82 11, F: +32 (0)9 268 82 99, www.pwc.com
BTW/TVA BE 0429.501.944 / RPR Brussel - RPM Bruxelles / ING BE43 3101 3811 9501 - BIC BBRUBEBB /
BELFIUS BE92 0689 0408 8123 - BIC GKCC BEBB
STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS’ MEETING OF
RECTICEL
NV ON THE CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED
31 DECEMBER 2021
We present to you our statutory auditor’s report in the context of our statutory audit of the consolidated
accounts of Recticel NV (the “Company”) and its subsidiaries (jointly “the Group”). This report includes
our report on the consolidated accounts, as well as the other legal and regulatory requirements. This
forms part of an integrated whole and is indivisible.
We have been appointed as statutory auditor by the general meeting d.d. 25 May 2021, following the
proposal formulated by the board of directors and following the recommendation by the audit
committee and the proposal formulated by the works’ council. Our mandate will expire on the date of
the general meeting which will deliberate on the annual accounts for the year ended
31 December 2023. We have performed the statutory audit of the Company’s consolidated accounts
for 1 year.
Report on the consolidated accounts
Unqualified opinion
We have performed the statutory audit of the Group’s consolidated accounts, which comprise the
consolidated statement of financial position as at 31 December 2021, the consolidated income
statement, the consolidated statement of comprehensive income, the statement of changes in
shareholders’ equity and the consolidated cash flow statement for the year then ended, and notes to
the consolidated accounts, including a summary of significant accounting policies and other
explanatory information, and which is characterised by a consolidated statement of financial position
total of EUR ‘000 1,055,739 and a result of the period after taxes continuing and discontinued
operations (share of the Group) of EUR ‘000 53,522.
In our opinion, the consolidated accounts give a true and fair view of the Group’s net equity and
consolidated financial position as at 31 December 2021, and of its consolidated financial performance
and its consolidated cash flows for the year then ended, in accordance with International Financial
Reporting Standards as adopted by the European Union and with the legal and regulatory
requirements applicable in Belgium.
Basis for unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in
Belgium. Furthermore, we have applied the International Standards on Auditing as approved by the
IAASB which are applicable to the year-end and which are not yet approved at the national level. Our
responsibilities under those standards are further described in the “Statutory auditor’s responsibilities
for the audit of the consolidated accounts” section of our report. We have fulfilled our ethical
responsibilities in accordance with the ethical requirements that are relevant to our audit of the
consolidated accounts in Belgium, including the requirements related to independence.
We have obtained from the board of directors and Company officials the explanations and information
necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated accounts of the current period. These matters were addressed in the
context of our audit of the consolidated accounts as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
Discontinued operations Bedding activities - Note 2.4.2.4.7
Description of key audit matter
On 18 November 2021 Recticel entered into a binding agreement with Aquinos Group for the sale of
its Bedding Activities. At the special shareholders meeting on 24 December 2021 all proposed
resolutions regarding the sale of the Bedding business line to Acquinos were approved. The Sales and
Purchase Agreement (“SPA”) was signed on 28 December 2021. The business generated sales of
EUR 208,6 million for the year ending 31 December 2021 and represents disposed net assets of EUR
65,1 million as of 31 December 2021. The transaction was expected to be closed during the first
quarter of 2022. Based on these considerations, management determined the criteria of IFRS 5 were
met and the activities should be presented as discontinued operations at 31 December 2021. We
considered the accounting treatment in the financial statements of this event as a key audit matter
taking into account:
the size and complexity of the transaction including managements judgement applied to identify
the discontinued assets, liabilities and operations partly carved out from legal companies active in
other continuing activities at Recticel;
the appropriate application of IFRS 5, in particular the classification in accordance with the
requirements of IFRS and the measurement of the assets and liabilities at the lower of fair value
less costs to sell or their carrying amounts.
The discontinued assets and liabilities, the consolidated income statement and the consolidated cash
flows from discontinued operations are disclosed in Note 2.4.2.4.7 Discontinued operations of the
consolidated accounts.
How our audit addressed the key audit matter
We read and reviewed the executed agreements, minutes of boards of directors and shareholders to
evaluate and determine the appropriate treatment of the transaction in accordance with the
requirements of IFRS 5. Moreover, we held meetings and performed inquiries with management to
obtain an understanding of the disposal process as well as of the executed agreements.
We performed procedures to verify completeness and accuracy of the assets, liabilities and results
presented as discontinued operations, including measurement in accordance with IFRS 5. Our
procedures include but are not restricted to:
reconciling the reclassified assets, liabilities and results to the business unit reporting available in
the entity’s financial reporting system;
validating of assumptions taken on carved out assets, liabilities and net results as part of the
discontinued operations from legal companies also active in other continuing activities at Recticel
based on audit evidence obtained;
reviewing and challenging management’s estimate of the disposal gain;
evaluating the adequacy of the disclosure (Note 2.4.2.4.7) of this disposal in the consolidated
accounts.
Recticel annual report 2021 186
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Our findings
We agree with management’s position that the IFRS 5 criteria were met as of 31 December 2021. We
found the methodologies and the assumptions applied in respect of the reclassified assets, liabilities
and results of the discontinued operations and the preliminary estimate of the disposal gain to be in
line with our expectations and the SPA. We consider the disclosure on the discontinued operations as
appropriate.
The acquisition of FoamPartner - Note 2.4.2.4.8
Description of key audit matter
The acquisition of FoamPartner Group was of most significance to our audit due to the size and
significant judgments and assumptions involved in the purchase price allocation of CHF 270 million
(EUR 250,3 million), mainly in relation to step ups on the valuation of property, plant, equipment and
the recognition of intangible assets such as customer list, contracts and technology related intangible
assets. As disclosed in Note 2.4.2.4.8 Business Combinations’ no goodwill or badwill was recognised.
How our audit addressed the key audit matter
With respect to the accounting for the FoamPartner’s acquisition, we have, amongst others,
read the share purchase agreement, confirming the correct accounting treatment has been
applied and appropriate disclosure has been made;
assessed the valuation and accounting for the consideration payable and traced payments to bank
statements;
tested the identification and valuation of the assets and liabilities Recticel acquired, including any
GAAP and fair value adjustments;
assessed and challenged the valuation assumptions used in the calculations such as discount
rates amongst others based on external evidence. In doing so we have utilized valuation
specialists to assist with the audit of the identification and valuation of the assets and liabilities
acquired;
we also assessed the adequacy of the disclosures in Note 2.4.2.4.8.
Our findings
We found the methodologies and the assumptions applied to be in line with our expectations, and the
acquisition accounting and related disclosure in line with the share purchase agreement.
Responsibilities of the board of directors for the preparation of the consolidated accounts
The board of directors is responsible for the preparation of consolidated accounts that give a true and
fair view in accordance with International Financial Reporting Standards as adopted by the European
Union and with the legal and regulatory requirements applicable in Belgium, and for such internal
control as the board of directors determines is necessary to enable the preparation of consolidated
accounts that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated accounts, the board of directors is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the board of directors either intends to liquidate
the Group or to cease operations, or has no realistic alternative but to do so.
Statutory auditor’s responsibilities for the audit of the consolidated accounts
Our objectives are to obtain reasonable assurance about whether the consolidated accounts as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
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report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated accounts.
In performing our audit, we comply with the legal, regulatory and normative framework applicable to
the audit of the consolidated accounts in Belgium. A statutory audit does not provide any assurance as
to the Group’s future viability nor as to the efficiency or effectiveness of the board of directors’ current
or future business management at Group level. Our responsibilities in respect of the use of the going
concern basis of accounting by the board of directors are described below.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated accounts, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control;
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control;
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the board of directors;
Conclude on the appropriateness of the board of directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to continue as
a going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our statutory auditor’s report to the related disclosures in the consolidated accounts or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our statutory auditor’s report. However, future events or
conditions may cause the Group to cease to continue as a going concern;
Evaluate the overall presentation, structure and content of the consolidated accounts, including the
disclosures, and whether the consolidated accounts represent the underlying transactions and
events in a manner that achieves fair presentation;
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the Group audit. We remain
solely responsible for our audit opinion.
We communicate with the audit committee regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
Recticel annual report 2021 187
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From the matters communicated with the audit committee, we determine those matters that were of
most significance in the audit of the consolidated accounts of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter.
Other legal and regulatory requirements
Responsibilities of the board of directors
The board of directors is responsible for the preparation and the content of the directors’ report on the
consolidated accounts, the separate report on non-financial information and the other information
included in the annual report on the consolidated accounts.
Statutory auditor’s responsibilities
In the context of our engagement and in accordance with the Belgian standard which is
complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our
responsibility is to verify, in all material respects, the directors’ report on the consolidated accounts,
the separate report on non-financial information and the other information included in the annual report
on the consolidated accounts and to report on these matters.
Aspects related to the directors’ report on the consolidated accounts and to the other
information included in the annual report on the consolidated accounts
In our opinion, after having performed specific procedures in relation to the directors’ report on the
consolidated accounts, this directors’ report is consistent with the consolidated accounts for the year
under audit and is prepared in accordance with article 3:32 of the Companies' and Associations' Code.
In the context of our audit of the consolidated accounts, we are also responsible for considering, in
particular based on the knowledge acquired resulting from the audit, whether the directors’ report on
the consolidated accounts is materially misstated or contains information which is inadequately
disclosed or otherwise misleading. In light of the procedures we have performed, there are no material
misstatements we have to report to you.
The non-financial information required by virtue of article 3:32, §2 of the Companies' and Associations'
Code is included in the directors’ report on the consolidated accounts. The Company has prepared the
non-financial information, based on the reference framework Global Reporting Initiative (GRI)
Standards. However, in accordance with article 3:80, §1, 5° of the Companies' and Associations'
Code, we do not express an opinion as to whether the non-financial information has been prepared in
accordance with the Global Reporting Initiative (GRI) Standards as disclosed in the directors’ report on
the consolidated accounts.
Statement related to independence
Our registered audit firm and our network did not provide services which are incompatible with the
statutory audit of the consolidated accounts, and our registered audit firm remained independent
of the Group in the course of our mandate.
The fees for additional services which are compatible with the statutory audit of the consolidated
accounts referred to in article 3:65 of the Companies' and Associations' Code are correctly
disclosed and itemized in the notes to the consolidated accounts.
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European Uniform Electronic Format (“ESEF”)
In accordance with the standard on the draft verification of the compliance of the financial statements
with the European Uniform Electronic Format (hereinafter “ESEF”), we must verify whether the ESEF
format is in accordance with the regulatory technical standards established by the European Delegate
Regulation No. 2019/815 of 17 December 2018 (hereinafter: “Delegated Regulation”).
The board of directors is responsible for the preparation, in accordance with ESEF requirements, of
the consolidated financial statements in the form of an electronic file in ESEF format (hereinafter
“digital consolidated financial statements”) included in the annual financial report.
Our responsibility is to obtain sufficient appropriate evidence to conclude that the format and marking
language of the digital consolidated financial statements comply in all material respects with the ESEF
requirements under the Delegated Regulation.
The digital consolidated financial statements have not yet been submitted to us at the date of this
report.
If, in our audit of the digital consolidated financial statements, we determine that there is a material
misstatement, we will be required to report the matter to the board of directors and request the latter to
make any necessary changes. If this does not happen, we will be forced to adjust this report due to
the fact that the format of and the marking of information in the digital consolidated financial
statements included in the annual financial statements report of Recticel NV conform in all material
respects with the ESEF requirements under the Delegated Regulation.
Other statements
This report is consistent with the additional report to the audit committee referred to in article 11 of the
Regulation (EU) N° 537/2014.
Diegem, 28 April 2022
The statutory auditor
PwC Reviseurs d'Entreprises SRL / PwC Bedrijfsrevisoren BV
Represented by
Marc Daelman
Réviseur d’Entreprises / Bedrijfsrevisor
Recticel annual report 2021 188
3.
Glossary
Recticel annual report 2021 189
General concepts
Isocyanate: Highly reactive substance that easily combines with other substances (such as
alcohols).
The structure of these alcohols determines the hardness of the PU-foam
Lambda: Expression of the thermal conductivity of thermal insulation
MDI: Methylene diphenyl diisocyanate
PIR: Abbreviation for polyisocyanurate
Polyisocyanurate: Is an improved version of polyurethane. PIR-foam has an improved
dimensional stability, excellent mechanical properties such as compressive
strain and is a much stronger fire retardant. PIR is mainly used as thermal
insulation
Polyol: Synonym for PU polyalcohol, which is acquired from propylene oxide
Polyurethane: Represents an important group of products within the large family of polymers
or plastics. Polyurethane is a generic term for a wide range of foam types
PU or PUR: Polyurethane
SID: Is short for Sustainable Innovation Department, the department for international
research and development of the Recticel Group
TDI: Toluene diphenyl diisocyanate
Recticel annual report 2021 190
Financial concepts
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)
Leverage: Net financial debt / EBITDA (last 12 months)
Net free cash-flow: the sum of the (i) Net cash flow after tax from operating activities, (ii)
the Net cash flow from investing activities, (iii) the Interest paid on financial liabilities and (iv)
reimbursement of lease liabilities; as shown in the consolidated cash flow statement.
Net financial debt: Interest bearing financial liabilities and lease liabilities at more than one year
+ interest bearing financial liabilities and lease liabilities within maximum one year + accrued
interests – cash and cash equivalents + Net marked-to-market value position of hedging derivative
instruments. The interest-bearing borrowings do not include the drawn amounts under non-
recourse factoring/forfeiting programs
Net working capital: Inventories and contracts in progress + Trade receivables + Other receivables
+ Income tax receivables – Trade payables – Income tax payables – Other amounts payable
Operating profit (loss):Profit before income from other associates, fair value adjustments of
option structures, earnings of discontinued activities, interests and taxes. Operating profit (loss)
comprises income from associates of continuing activities.
Total net financial debt: Net financial debt + the drawn amounts under off-balance sheet non-
recourse factoring programs
IFRS measures
Consolidated (data): financial data following the application of IFRS 11, whereby joint ventures and
associates are integrated on the basis of the equity method.
Alternative Performance Measures
In addition, the Group uses alternative performance measures (Alternative Performance Measures
or "APM") to express its underlying performance and to help the reader to better understand the
results. APM are not defined performance indicators by IFRS. The Group does not present APM as
an alternative to financial measures determined in accordance with IFRS and does not give more
emphasis to APM than the defined IFRS financial measures.
Adjusted EBITDA: EBITDA before Adjustments (to Operating Profit)
Adjusted operating profit (loss): Operating profit (loss) + adjustments to operating profit (loss)
Adjustments to Operating profit (loss): include operating revenues, expenses and provisions
that pertain to restructuring programmes (redundancy payments, closure & clean-up costs,
relocation costs,...), reorganisation charges and onerous contracts, impairments on assets ((in)
tangible assets and goodwill), revaluation gains or losses on investment property, gains or losses
on divestments of non-operational investment property, and on the liquidation of investments in
affiliated companies, revenues or charges due to important (inter)national legal issues and costs
of advisory fees incurred in relation to acquisitions or business combination projects, costs of
advisory fees incurred in relation to acquisitions, divestments or business combination projects,
including fees incurred in connection with their financing and reversals of inventory step up values
resulting from purchase price allocations under IFRS 3 Business Combinations.
Current ratio: Current assets / Current liabilities
EBITDA: Operating profit (loss) + depreciation, amortisation and impairment on assets; all of
continuing activities
Gearing: Net financial debt / Total equity
Recticel annual report 2021 191
4.
Key Figures
2013-2021
Recticel annual report 2021 192
in thousand EUR
Group Recticel
31 Dec
2021
31 Dec 2020 31 Dec 2019 31 Dec 2018 31 Dec 2017 31 Dec 2016 31 Dec 2015 31 Dec 2014 31 Dec 2013
ASSETS
Intangible assets 34,945 14,806 14,306 12,045 12,323 12,104 13,411 12,384 11,954
Goodwill 13,721 24,139 24,412 23,354 24,169 25,073 25,888 24,949 24,610
Property, plant & equipment 313,406 173,000 227,617 232,541 226,783 216,207 209,681 202,733 204,614
Right-of-use assets 62,603 75,377 105,110 0 0 0 0 0 0
Investment property 7,564 3,331 3,331 3,289 3,331 3,331 3,331 3,306 3,330
Investments in joint ventures and associates 12,709 12,351 65,465 68,631 76,241 82,389 73,196 73,644 72,507
Financial investments 10,361 11,030 580 63 64 71 30 160 161
Available for sale investments 0 0 0 728 603 410 1,015 771 275
Non-current contract assets 0 0 11,138 15,655 0 0 0 0 0
Non-current receivables 18,730 25,760 25,802 15,326 14,804 13,860 13,595 13,373 10,973
Deferred tax 46,845 25,298 24,108 20,468 26,241 37,820 43,272 46,834 48,929
Non-current assets 520,884 365,092 501,869 392,099 384,559 391,265 383,419 378,154 377,353
Inventories and contracts in progress 112,897 90,833 101,797 103,789 99,408 91,900 93,169 96,634 94,027
Trade receivables 141,596 102,726 99,117 107,680 110,935 101,506 83,407 78,109 64,516
Current contract assets 0 0 11,300 13,782 0 0 0 0 0
Other receivables and other financial assets 15,869 57,929 32,667 55,227 73,373 69,561 55,327 49,597 46,358
Income tax receivables 4,660 1,452 1,448 5,587 1,350 1,441 2,061 504 3,851
Available for sale investments 0 170 154 138 123 107 91 75 60
Cash and cash equivalents 118,367 79,255 48,479 37,733 57,844 37,174 55,967 26,163 26,237
Discontinued assets 141,466 1,300 5,638 19,201 2,570 0 3,209 8,569 0
Current assets 534,855 333,665 300,600 343,137 345,603 301,689 293,231 259,651 235,049
Total assets 1,055,739 698,757 802,469 735,236 730,162 692,954 676,650 637,805 612,402
Key figures 2013 - 2021
Recticel annual report 2021 193
in thousand EUR
Group Recticel 31 Dec 2021 31 Dec 2020 31 Dec 2019 31 Dec 2018 31 Dec 2017 31 Dec 2016 31 Dec 2015 31 Dec 2014 31 Dec 2013
LIABILITIES
Capital 139,909 139,357 138,494 138,068 136,941 135,156 134,329 74,161 72,368
Share premium 132,087 131,267 130,334 129,941 127,982 126,071 125,688 108,568 107,042
Share capital 271,996 270,624 268,828 268,009 264,923 261,227 260,017 182,729 179,410
Treasury shares (1,450) (1,450) (1,450) (1,450) (1,450) (1,450) (1,450) (1,735) (1,735)
Retained earnings 116,139 76,273 25,606 20,422 18,235 7,425 2,582 1,768 27,364
Hedging and translation reserves (4,270) (11,372) (18,288) (22,003) (19,922) (15,997) (12,189) (16,599) (18,279)
Elements of comprehensive income of discontinued operations 7,367 0 0 0 0 0 0 0 0
Equity before non-controlling interests 389,782 334,075 274,696 264,978 261,786 251,205 248,960 166,163 186,760
Non-controlling interests 1,524 705 701 0 0 0 0 0 0
Total equity 391,306 334,780 275,397 264,978 261,786 251,205 248,960 166,163 186,760
Employee benefit liabilities 39,135 52,342 57,860 48,055 54,295 50,979 49,581 54,548 44,557
Provisions 21,993 18,979 6,905 13,775 14,266 13,208 11,505 7,301 8,149
Deferred tax 36,229 12,173 10,023 9,650 9,113 10,116 9,505 8,907 8,203
Non-current financial liabilities 208,505 70,426 100,334 34,706 96,080 97,049 40,363 142,135 98,834
Other amounts payable 25 26 43 202 230 183 226 6,810 444
Non-current contract liabilities 0 0 20,339 24,096 0 0 0 0 0
Non-current liabilities 305,887 153,946 195,504 130,484 173,984 171,535 111,180 219,701 160,187
Employee benefit liabilities 0 0 0 4,720 3,978 4,168 2,370 2,205 1,809
Provisions 3,386 1,598 5,759 3,116 1,155 1,780 4,566 4,687 6,732
Current financial liabilities 59,064 14,403 117,415 88,200 48,988 50,147 114,675 52,798 66,181
Trade payables 120,247 88,923 93,008 90,756 126,584 102,929 94,276 96,373 81,720
Current contract liabilities 9,081 15,183 32,832 44,964 0 0 0 0 0
Income tax payables 4,466 1,045 1,229 3,061 2,411 2,291 2,463 414 3,086
Deferred payables for share investments 18,749 0 0 0 0 0 0 0 0
Other amounts payable 66,885 88,879 81,325 104,957 111,276 108,899 98,160 95,464 105,927
Discontinued liabilities 76,668 0 0 0 0 0 0 0 0
Current liabilities 358,546 210,031 331,568 339,774 294,392 270,214 316,510 251,941 265,455
Total liabilities 1,055,739 698,757 802,469 735,236 730,162 692,954 676,650 637,805 612,402
Recticel annual report 2021 194
in thousand EUR
Group Recticel 2021 2020 2019 2018 2017 2016 2015 2014 2013
INCOME STATEMENT (as published)
Sales 1,032,795 828,792 1,038,517 1,117,652 1,135,353 1,048,323 1,033,762 983,367 976,763
Cost of sales (845,405) (671,762) (847,460) (916,029) (951,818) (847,215) (839,321) (811,160) (809,850)
Gross profit 187,390 157,030 191,057 201,623 183,535 201,108 194,441 172,207 166,913
General and administrative expenses (66,733) (57,949) (73,561) (70,562) (78,426) (79,395) (76,723) (72,299) (74,397)
Sales and marketing expenses (44,892) (60,624) (72,743) (72,593) (69,537) (72,031) (77,123) (73,257) (64,532)
Research and development expenses (9,186) (9,281) (11,599) (11,042) (13,724) (12,890) (12,537) (13,277) (14,177)
Impairments (27) (2,440) (1,821) (5,819) (7,009) (1,672) (983) (688) (3,365)
Other operating result (20,391) (13,589) (3,456) (8,830) 27,632 (12,828) (10,714) (12,869) (31,766)
Income from joint ventures and associates 371 703 9,271 10,170 2,390 16,927 6,874 8,966 439
Operating profit (loss) 46,532 13,850 37,148 42,947 44,861 39,219 23,235 8,783 (20,885)
Interest income and expenses (5,773) (3,420) (6,986) (3,272) (6,460) (8,095) (9,554) (10,031) (9,405)
Other financial income and expenses 1,235 (1,724) (1,241) (614) 1,718 (3,633) (2,968) (2,799) (1,940)
Financial result (4,538) (5,144) (8,227) (3,886) (4,742) (11,728) (12,522) (12,830) (11,345)
Results of other associates (6,864) (10,212) 0 0 0 0 0 0 0
Result of the period before taxes 35,130 (1,506) 28,921 39,061 40,119 27,491 10,713 (4,047) (32,230)
Income taxes 14,335 (4,025) (4,203) (10,212) (16,206) (11,161) (6,170) (5,702) (3,908)
Result of the period after taxes - continuing operations 49,465 (5,531) 24,718 28,849 23,913 16,330 4,543 (9,749) (36,138)
Result of the period after taxes - discontinued operations 4,876 68,686 0 0 0 0 0 0 0
Result of the period after taxes - continuing and discontinued operations 54,341 63,155 24,718 28,849 23,913 16,330 4,543 (9,749) (36,138)
of which share of minority interests 819 4 (44) 0 0 0 0 0 0
of which share of the Group 53,522 63,151 24,762 28,849 23,913 16,330 4,543 (9,749) (36,138)
Recticel annual report 2021 195
Colofon
Recticel NV/SA
Bourgetlaan 42 Avenue du Bourget
B-1130 Brussels
www.recticel.com
This report is available in English and Dutch.
Dit verslag is beschikbaar in het Nederlands en het Engels.
In case of textual contradictions between the English and the Dutch version the first shall prevail.
Recticel annual report 2021 196
PwC Bedrijfsrevisoren BV - PwC Reviseurs d'Entreprises SRL - Financial Assurance Services
Maatschappelijke zetel/Siège social: Culliganlaan 5, B-1831 Diegem
T: +32 (0)2 710 4211, F: +32 (0)2 710 4299, www.pwc.com
BTW/TVA BE 0429.501.944 / RPR Brussel - RPM Bruxelles / ING BE43 3101 3811 9501 - BIC BBRUBEBB /
BELFIUS BE92 0689 0408 8123 - BIC GKCC BEBB
STATUTORY AUDITOR’S REPORT TO THE GENERAL SHAREHOLDERS’ MEETING, IN
ACCORDANCE WITH ARTICLE 4 OF THE TRANSPARENCY DIRECTIVE, REGARDING
THE COMPLIANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS IN THE FORM
OF AN ELECTRONIC FILE OF RECTICEL NV AS AT 31 DECEMBER 2021 WITH THE
ESEF REQUIREMENTS AND TAXONOMY UNDER THE DELEGATED REGULATION
(EU) 2019/815
_________________________________________________________________________________
Mission
In accordance with Article 4 of the Transparency Directive, the statutory auditors’ mission is to report
on the compliance of the form and the XBRL marking language of the digital consolidated financial
statements in the form of an electronic file (hereinafter “digital consolidated financial statements”) in
accordance with the ESEF requirements and taxonomy (ESEF Regulatory Technical Standard, “ESEF
RTS”) referred to in the European Delegated Regulation nr. 2019/815 of 17 December 2018 applicable
to the digital consolidated financial statements as at 31 December 2021.
The Board of Directors responsibility
The board of directors is responsible for the preparation of the digital consolidated financial statements
included in the annual financial report in accordance with the ESEF requirements applicable to the
digital consolidated financial statements as at 31 December 2021.
This responsibility includes the selection and application of the most appropriate methods to prepare
the digital consolidated financial statements. In addition, the responsibility of the board of directors
includes designing, implementing and maintaining systems and processes relevant to the preparation
of the digital consolidated financial statements that are free from material misstatement resulting from
of fraud or errors. The board of directors should verify that the digital consolidated financial statements
are consistent with the user-readable consolidated financial statements.
Statutory Auditor’s responsibility
Our responsibility is to express a conclusion as to whether the form and the marking language XBRL
of the digital consolidated financial statements of Recticel NV per 31 December 2021 complies in all
material respects with the ESEF technical regulatory standards based on the work we perform.
We conducted our work in accordance with International Standard on Assurance Engagements (ISAE)
3000 (Revised) “Assurance Engagements other than Audits or Reviews of Historical Financial
Information”. This standard requires that we comply with ethical requirements and that we plan and
perform the engagement to obtain reasonable assurance about whether nothing has come to our
attention that causes us to believe that the digital consolidated financial statements are, in all
materiality, in that respect would not have been prepared in accordance with the ESEF technical
regulatory standards applied by the Company.
2 of 3
The selection of the procedures performed depends on our judgment and assessment of the risk of
material misstatement in the digital consolidated financial statements and in the statements of the
board of directors. The entirety of the work performed by us consisted of, among other things, the
following procedures:
Verify if the digital consolidated financial statements are prepared in accordance with article 3 of
the Transparency Directive;
Obtain an understanding of the processes of the Company's practice in the XBRL marking
language of its digital consolidated financial statements and of the controls relevant to the
certification, in order to design audit procedures that are appropriate in the circumstances but not
for the purpose of expressing an opinion on the effectiveness of controls to provide reasonable
assurance about whether the XBRL marking language of the digital consolidated financial
statements complies in all material respects with the ESEF regulatory technical standards;
Obtaining sufficient appropriate audit evidence about the effective operation of controls relevant to
the XBRL marking language of the digital consolidated financial statements of Recticel NV per
31 December 2021;
Reconciliation of the marked data with the audited consolidated financial statements of Recticel NV
per 31 December 2021;
Assessing the completeness and fairness of the marking language of the digital consolidated
financial statements prepared by the Company;
Assessing the appropriateness of the Company's use of the XBRL elements of the ESEF taxonomy
and assessing the creation of the extension taxonomy.
Our independence and quality control
We have complied with the independence requirements and other ethical requirements of the
legislation and regulations in force in Belgium that apply in the context of our assignment. These are
founded on the fundamental principles of integrity, objectivity, professional competence and due care,
confidentiality and professional behavior.
Our audit firm applies International Standard on Quality Control (ISQC) n°1 and maintains a
comprehensive system of quality control including documented policies and procedures regarding
compliance with ethical requirements, professional standards, and applicable legal and regulatory
requirements.
Our Conclusion
Based on the work we have performed, we believe that the format of and marking of information in the
digital consolidated financial statements included in the annual financial report of Recticel NV per
31 December 2021 comply in all material respects with the ESEF requirements under the Delegated
Regulation.
We do not express an audit opinion, a review conclusion or any other assurance conclusion on the
consolidated financial statements themselves in this report. Our audit opinion on the Group's
consolidated financial statements is set out in the statutory auditor's report dated 28 April 2022.
3 of 3
Other matter
The consolidated financial statements of Recticel NV (the “Company”) and its subsidiaries (jointly “the
Group”) have been prepared by the board of directors of the Company on 28 April 2022 and has been
subject to a statutory audit. Our statutory auditor's report (signed on 28 April 2022) includes an
unqualified opinion on the true and fair view of the Group's equity and consolidated financial position
as of 31 December 2021, as well as its consolidated results and its consolidated cash flows for the
year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by
the European Union and with the legal and regulatory requirements applicable in Belgium.
Diegem, 10 June 2022
De commissaris
PwC Bedrijfsrevisoren BV/Reviseurs d’Entreprises SRL
Represented by
Marc Daelman
Bedrijfsrevisor / viseur d’Entreprises
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