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Other Legal Information
company’s purpose requires a majority of four-fifths of the votes present. On December 31, 2022, Ter Beke NV did not hold any of its own shares (nor did it on December 31, 2021).
The procedure for the appointment/reappointment of directors (see reappointments above) is described in Article 4 of the regulations of the remuneration and appointment committee (annex to the group’s Corporate Governance Charter).
The extraordinary general meeting of shareholders of May 27, 2021 authorized the board of directors of Ter Beke NV to increase the company’s share capital within the authorized capital. This must be done under the conditions of the Companies and Associations Code. This authorization is valid for a period of three years.
The extraordinary general meeting of shareholders of May 27, 2021 authorized the board of directors, in accordance with the Companies and Associations Code, to purchase shares of the company for the account of the company. Such a purchase of shares is authorized only to prevent an imminent serious detriment to the company. This authorization is valid for three years.
Based on the most recent information obtained by the entity Transparency
We received no transparency statements in 2022.
Notifications pursuant article 34 of the Royal decree of november 14, 2007
There are no security holders with special control rights. The voting rights of the group’s own shares are suspended following the applicable legal provisions. The extraordinary general meeting may amend the company’s bylaws. This requires a majority of three-fourths of the votes present. Those present must represent at least half of the share capital, as provided by the Companies and Associations Code. A change in the
We received a transparency declaration from STAK COOVAN in 2017 regarding their participation in the share capital of Ter Beke NV. We included this declaration in the company’s website. We disclosed the content according to the applicable rules. See also above. To the best of the group’s knowledge, there are no other significant elements that could have an effect in the event of a public takeover offer, nor any legal or statutory restrictions on the transfer of shares.
Main business risks
Ter Beke takes precautions in its internal operations to limit any risks. As a food producer, however, we are also dependent on risks that lie outside our control. Nevertheless, there too we act proactively to minimize any impact.
Main risks to our operating activities
Operational risks
Food safety and product liability
Every day, thousands of people eat our processed meats and ready meals. These products must be fresh and safe. The end consumer is also entitled to clear information about the composition of the product and its nutritional value.
Competitive environment
The processed meats market is extremely mature and is dominated by the private labels of large discount and retail customers. The ready meals market is growing, but here competition is very fierce.
Technological developments
Product and production technologies evolve rapidly.
What can happen if we don’t make the right decisions?
How do we limit the risks in general and in 2022 in particular?
The safety and the confidence of consumers are vitally important to us. Anything that can damage this confidence - either concerning our own products or the sector - will have a negative impact on our sales, our prospects and our reputation.
We have constant high demands for product safety and quality. All our raw materials are traceable. Our packaging clearly states product composition and nutritional values per 100 grammes and per serving. We go further than the statutory requirements with regards to the safety of our packaging. We have insurance to cover our product liability.
The competition enables customers to increase pressure on our margins. This may have an impact on our profits.
We distinguish ourselves from our competitors in terms of concepts and products. We work continuously on improving efficiency and cost control.
Not being abreast with the latest production technologies can have a negative impact on efficiency and cost control. Competitors may have access to alternative product technology that at some point may win over consumers.
Electronics and information systems
For efficient business operations we are becoming increasingly dependent on information systems and integrated control systems which are managed by a complex set of software applications.
War for talent
An organisation is only as strong as its employees. The knowledge and expertise is to be found in a group of employees who contribute to building the company and its brands.
If these systems do not work well, or if they were to become unavailable, this would have a negative impact on the production volume and on our reputation.
Each year we invest considerable sums in tangible non-current assets to maintain and improve our level of technology. We maintain good contact with our suppliers so that we are always well informed of the most recent developments. We sound out consumer preferences. We work together with research institutes such as Flanders’ FOOD.
All systems are maintained appropriately. All systems are upgraded when necessary. Regular back-ups are made of all information. A new ERP system has been implemented to structure and simplify our business processes.
If too many good employees are lured away by the competition and there is too little influx of young people, we run the risk that we will be unable to achieve our growth scenario.
In 2015, we established a Young Potential programme: newly graduated young people receive an attractive training programme. They experience four different positions within the company during two years.
Main risks to our operating activities
Marktrisico’s
What can happen if we don’t make the right decisions?
Price fluctuations for raw materials and packaging
We work with natural raw materials. We must therefore take into account possible fluctuations in the quality and the price of our raw materials and packaging materials.
Relationships with suppliers
For specific raw materials we are obliged to work with a limited number of suppliers.
Relationships with customers
We market our products via a network of discount and retail customers throughout Europe. The number of large customer groups is limited.
Customer and consumer behaviour
Our sales are related to the eating habits and trends of the ultimate consumers, just as their spending habits.
Price increases for raw materials and packaging can have a negative influence on the margins.
How do we limit the risks in general and in 2022 in particular?
We enter into long-term contracts whenever possible. We work with volume arrangements on an annual basis.
If one or more of these suppliers cannot fulfil its contractual commitments and we are unable to secure alternative supplies in time, this could have a negative impact on our business operations.
We enter into long-term contracts whenever possible. We work with volume arrangements on an annual basis. We offer our suppliers fair payment for their added value. We work with preferential suppliers for sustainability.
The number or larger retail customers is small. If one of them terminates a contract, this may have a significant negative impact on our turnover and profit.
We diversify turnover in different products and contracts with other lead times; both with respect to our own brands as well as private labels of customers and in different countries.
If consumers no longer selected our products or their eating habits were to change, this would have a significant impact on our business activities. General economic conditions such as cyclical fluctuations, unemployment and interest rates can also affect the consumer spending patterns.
In 2015, we conducted a major market research survey on trends in dietary habits in various markets. We surveyed the satisfaction of our consumers to anticipate and minimise this risk. We ensure that our prices are in line with those of the market.
Main risks to our operating activities
What can happen if we don’t make the right decisions?
Risks related to climate change & broader ESG risks
Climate Change
Climate changes such as prolonged periods of drought, abundant rainfall and other changes in climatic conditions may cause supply problems for certain of the essential ingredients for our dishes and preparations. These may affect both the availability and price of these ingredients and raw materials.
Availability of (renewable) energy
As a result of the transition to renewable and more sustainable energy sources, experts say power shortages and gas shortages may occur in the future. Our companies depend on electricity and gas in the production of our products.
Price increases and availability issues may have a short-term negative impact on the supply and/or price of our products.
How do we limit the risks in general and in 2022 in particular?
We try to engage in risk - diversification by sourcing our ingredients from various regions. This reduces the impact of regional climatic changes or natural disasters such as persistent drought or abundant rainfall that can impact the harvest of tomatoes, wheat and other vegetables.
Price increases and availability issues could negatively impact the supply and/or price of our products. The availability of energy is also essential for cooling our facilities and for cooling products further down the chain.
Availability of water & other natural resources
The group uses water and other natural resources in the preparation of its products and also in cleaning the lines after production. Availability of ground water & tap water in sufficient quantities and of sufficiently high quality is essential for us as a food company.
Price increases and availability issues may have a short-term negative impact on the supply and/or price of our products.
We already invested in the past in solar panels, heat recovery systems and other energy-reducing techniques to reduce our dependence on energy. We are also renewing our refrigerators, investing in insulation of our buildings and the like. However, for the time being, we remain dependent on thirdparty supplies. The group always considers alternative (but less sustainable) sources of power & steam when shortages threaten. However, this is an ad hoc decision and not a structural backup.
We do a monitoring of our water supply and try to maintain a small buffer on the site to cover short-term shortages. We also try to maximize water reuse and will increase our commitment to this in the future. For sites that use groundwater, we also provide a backup with tap water where possible.
* in addition to the risks already included in the other sections of this report as indicated in the non-financial information & also the other risks already listed in the tables under this corporate governance section
Main risks to our operating activities
What can happen if we don’t make the right decisions?
Financial risks (see also explanatory note 26 in the annual accounts)
Credit risks
We have receivables outstanding from our clients and retail customers.
Receivables not collected on time have a negative impact on the cash flow.
Exchange rate risks
As Ter Beke operates in an international environment, we are exposed to an exchange rate risk on the sales, purchases and interest-bearing loans expressed in a currency other than the company’s local currency.
Interest risk
The forms of financing with variable interest rates mainly arise from Ter Beke’s Revolving Credit Facility Agreement.
Liquidity and cash flow risks
As with any business, Ter Beke monitors liquidities and cash flow.
Fluctuations in exchange rates can cause fluctuations in the value of financial instruments.
How do we limit the risks in general and in 2022 in particular?
We monitor customers and outstanding receivables in order to limit these potential risks. Most receivables relate to large European customers which limits the risk.
The fair value or future cash flows of a financial instrument will fluctuate as a result of changes in the market interest rates.
We adhere to a consistent hedging policy. We do not use financial instruments for trading and we do not speculate.
A shortage of cash and cash equivalents could put pressure on the relationships with certain parties.
Legal risks (see also explanatory note 28 in the annual accounts)
Changes to legislation
Now and then the government changes and tightens legislation on the production and sale of foods.
Legal disputes
Occasionally we are involved in legal proceedings or disputes with customers, suppliers, consumers or the government.
Not meeting these conditions can expose us to the risk of fines or sanctions.
We adhere to a consistent hedging policy. We do not use financial instruments for trading and we do not speculate.
We have a significant net cash flow with respect to the net financial debt position. We have centralised our treasury policy and we hedge against interest rate risks.
We invest significant amounts annually to satisfy new legislation, likewise relating to sustainability and the environment. Each year we organise training programmes to keep our employees up-to-date on new legislation and its impact.
Such litigation could have a negative impact on our financial situation.
We anticipate the potential impact of these disputes in our accounts as soon as a risk is judged as realistic under the applicable accounting rules.
