measure and monitor the processes and report results ... - Refresco.de

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Business review 2010 Governance Structure Refresco’s governance structure is decentralized so that the company can respond quickly to market changes and customer demands. The structure consists of a central holding, 5 business units (6 including Spumador) and 21 production sites (25 including Spumador). The business units operate independently in their own markets and are held accountable for their regional performance. It is part of our business philosophy to keep the lines between the central holding and the regional business units as short as possible. In 2010 we clustered the three countries where we have only one or two production sites into one business unit called International. The other Refresco business units are Benelux, France, Germany and Iberia. Conclusion of the Spumador acquisition (signed, in the process of being closed) will result in a new business unit, Italy. The regional business units are close to the customer and can be responsive to their needs. They are responsible for their regional performance. At holding level, a relatively small team coordinates central functions, realizes scale benefits and provides the business units with the tools to run their businesses in the best way possible. Refresco Group has a twotier board structure with an Executive Board that manages the Group on a daytoday basis and a Supervisory Board. The Executive and Supervisory Boards meet regularly.
Executive Board Refresco is managed on a daytoday basis by the Executive Board, which is supervised and advised by the Supervisory Board. The Executive Board is responsible for the overall management and performance of Refresco and for defining and executing its acquisition strategy. Its agenda includes: strategy formulation, providing annual statements, definition of annual budget and preparation of business plans, approval of major capital investments, supervising the business units, monitoring of internal controls, acquisition policy, deal making and other important policy matters. The Executive Board provides the Supervisory Board with all the necessary and requested information. Key items of information provided are the budget, monthly management accounts, the annual report, proposals for significant investments, acquisition memoranda, risk management & control reports and major HR & ICT matters. Supervisory Board The Supervisory Board is responsible for supervising and advising the Executive Board and overseeing the general course of affairs and strategy of the company. The articles of association set forth that a number of strategic or otherwise important decisions require the prior approval of the Supervisory Board. These include: acquisitions, redemptions, significant changes in the identity or nature of the company or its businesses. Each year the budget is prepared by the Executive Board and approved by the Supervisory Board. The Supervisory Board has formed a Remuneration and Nominating Committee in which proposals from the Executive Board concerning the remuneration policy for the Group are discussed. The Supervisory Board has also instituted an Audit Committee to which it has delegated the tasks of supervising internal and external audit procedures and discussing and reviewing accounting policies and estimates. For both committees charters have been prepared establishing clear accountability. Other functions (HR, ICT, risk management) are also discussed in the Supervisory Board meeting. The Chairman of the Supervisory Board is responsible for leading the Supervisory Board and functions as a sounding board for the Executive Board. Rotterdam, March 29, 2011 Executive Board Hans Roelofs Chief Executive Officer Aart Duijzer Chief Financial Officer page _ 38 / 39
Page 1 and 2: annual 2010 report
Page 3: annual 2010 report
Page 7 and 8: Refresco at a glance
Page 9 and 10: Mission statement To be the Europea
Page 11 and 12: Buy & Build strategy By buying stro
Page 13 and 14: Our differentiators Our Total Portf
Page 15 and 16: 18 19 20 Our locations in europe Be
Page 17: Main achievements • • • •
Page 20 and 21: hans Roelofs Aart duijzer
Page 22 and 23: Business review 2010 “A sustainab
Page 24 and 25: Business review 2010 Review 2010 Lo
Page 26 and 27: Business review 2010 2010 revenue A
Page 28 and 29: Business review 2010 People and org
Page 30 and 31: Business review 2010 Second, furthe
Page 32 and 33: Business review 2010 Outlook 2011 d
Page 34 and 35: Business review 2010 Governance Ref
Page 36 and 37: Business review 2010 Risks related
Page 40 and 41: Business review 2010 Supervisory Bo
Page 42 and 43: Business review 2010 7.4% to EUR 1,
Page 45 and 46: Sustainability review 2010
Page 47 and 48: Raw materials: orange juice Refresc
Page 49 and 50: Packaging materials Refresco’s ma
Page 51 and 52: PET One of Refresco’s largest sup
Page 53 and 54: Transportation Refresco constantly
Page 55: Refresco Business Units have in rec
Page 59 and 60: Contents Financial statements 60 Co
Page 61 and 62: Consolidated income statement 2010
Page 63 and 64: Consolidated cash flow statement 20
Page 65 and 66: Notes to the consolidated financial
Page 67 and 68: Hedge of a net investment in a fore
Page 69 and 70: present value of the minimum lease
Page 71 and 72: Termination benefits Termination be
Page 73 and 74: • • • • • The definition
Page 75 and 76: In respect of other monetary assets
Page 77 and 78: EUR’000 dEPRECIATION ANd IMPAIRME
Page 79 and 80: 4.2 Intangible assets The compositi
Page 81 and 82: The values assigned to the key assu
Page 83 and 84: EUR’000 Movement in temporary dif
Page 85 and 86: 4.5 Inventories The composition as
Page 87 and 88: Current liabilities The composition
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The Group contributes to a number o
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Actuarial assumptions Principal act
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5.3 Employee benefits expense The c
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Finance income and expense recogniz
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The acquisition had the following e
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Liquidity risk The contractual matu
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The following significant exchange
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6.3 Operating leases Operating leas
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Other related party transactions Th
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Company income statement 2010 EUR
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Refresco Group B.V. owns the follow
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On March, 24 2010 the following sha
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Independent auditor’s report To:
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Contact REFRESCO GROuP B.V. www.ref
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