Back to Top

7.10 Notes to the company balance sheet

a) Financial fixed assets

The changes in the financial fixed assets are as follows:

  2015 2014
    revised
Subsidiaries
Balance as at 1 January 221,699 186,236
Net profit 38,967 29,769
Investments / divestments 43,225 0
Dividend payments -21,001 0
Translation differences -248 775
Other movements -1,818 4,919
Balance as at 31 December 280,824 221,699
Receivables from group companies
Balance as at 1 January 110,180 235,150
Loans provided 18,959 29,532
Loans repaid -26,226 -154,502
Balance as at 31 December 102,913 110,180
 
Total financial fixed assets 383,737 331,879

Financial fixed assets includes a liability of € 5.6 million which is equal to the negative equity of € 5.6 million of one of Accell Group’s subsidaries. Accell Group N.V. is jointly and severally liable for this subsidiary, as intended in article 403, Book 2, of the Dutch Civil Code. In 2016 Accell Group N.V. made a contribution to equity resolving the negative equity balance of the respective subsidiary.

b) Shareholders' equity

The authorised capital amounts to € 1,200,000, divided into 55,000,000 ordinary shares, 5,000,000 preference shares F and 60,000,000 preference shares B, each with a nominal value of € 0.01. Of these, 25,270,327 ordinary shares have been issued and duly paid, as a result of which the issued and paid-up share capital amounts to
€ 252,703.27.

Statement of movements in shareholders’ equity

I. Share capital
Balance as at 31 December 2014 249  
Stock dividend 4  
Balance as at 31 December 2015   253
II. Share premium reserve
The share premium reserve includes amounts paid in on the shares over and above the nominal value.    
Balance as at 31 December 2014 44,384  
Stock dividend -4  
Options exercised and stock option plan -116  
Balance as at 31 December 2015   44,264
III. Hedging reserve
The hedging reserves comprises of the effective part of the cumulative net movement in the fair value of the cash-flow hedging instrument, after allowing for deferred taxes.    
Balance as at 31 December 2014 2,315  
Fair value adjustment of financial instruments -1,616  
Movement in deferred taxes 380  
Balance as at 31 December 2015   1,079
IV. Translation reserve
The translation reserve comprises of foreign currency exchange differences on the translation of the foreign currency balance in participations.    
Revised balance as at 31 December 2014 -6,542  
Exchange differences arising on translation of foreign operations 4,069  
Balance as at 31 December 2015   -2,473
V. Statutory reserve
The statutory reserve comprises of capitalised development expenditure and statutory reserve participations.    
Balance as at 31 December 2014 1,421  
Change in intangible assets -90  
Other movements 10  
Balance as at 31 December 2015   1,341
VI. Other reserves
Revised balance as at 31 December 2014 212,780  
Movement of profit 2014 26,500  
Dividend payment 2014 -8,654  
Recognition of share-based payments 355  
Remeasurement of defined benefit obligations -1,858  
Movement in deferred taxes 622  
Change in intangible assets 90  
Other movements -644  
Balance as at 31 December 2015   229,191
VII. Profit for the year
Revised balance as at 31 December 2014 26,500  
Movement of profit 2014 -26,500  
Net profit 2015 32,286  
Balance as at 31 December 2015   32,286
 
Total equity as at 31 December 2015   305,941

The statutory reserves, including the hedging reserve (Article 2:390 of the Dutch Civil Code), the translation reserve (Article 2:389 paragraph 8 of the Dutch Civil Code) and other statutory reserves (capitalised development costs, Article 2:365 lid 2 Dutch Civil Code and statutory reserve participations, Article 2:389 lid 6 Dutch Civil Code) are regarded as other statutory reserves pursuant to Article 2:373 of the Dutch Civil Code and, consequently, are therefore not available for distribution to shareholders.

Remuneration of the Board of Directors and the Supervisory Board

Board of Directors

The remuneration of the individual members of the Board of Directors is as follows:

  Salary Bonus Pension contributions Share-based payments
  in € in € in € in €
 
R.J. Takens 466,000 178,944 143,367 118,841
H.H. Sybesma 358,000 137,114 62,226 91,232
J.M. Snijders Blok 294,000 115,542 65,256 74,969
J. Both 220,500 118,776 43,413 -
 
Total 1,338,500 550,376 314,262 285,042

The company’s remuneration policy is reflected in the remuneration report that has been presented to the General Meeting of Shareholders for approval. The bonuses reflected in the financial statements relate to the financial year and depend on the targets set by the Supervisory Board. For 2015 a bonus varying between 38% and 41% of the salary has been paid out.

Supervisory Board

The remuneration of the individual members of the Supervisory Board is as follows:

  in €
 
A.J. Pasman 51,969
J. van den Belt 40,315
P.B. Ernsting 40,315
A. Kuiper 40,315
 
Total 172,914

Shares

At the end of 2015 Mr. Takens holds 105,860 shares, Mr. Sybesma holds 5,000 shares and Mr. Snijders Blok holds 26,164 shares.

Stock option plan and restricted shares

The company’s long term incentive plan for the Board of Directors comprises restricted shares and stock options. In the event of full exercise of the option entitlements granted to date and the vesting of the conditional shares the number of issued shares would increase by 0.5%. According to company policy, the options and shares granted are not covered by the company’s purchase of its own shares. In case of equity-settlement new shares are issued by the company at the moment options are exercised.

The fair value of the employee share options has been measured using an option valuation model (Black-Scholes-Merton). Service and non-market performance conditions attached to the transactions were not taken into account in measuring fair value. The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans were as follows:

  2015 2014
 
Expected volatility (weighted-average) 25.53% 25.40%
Expected life (weighted-average) 3.8 3.8
Expected dividends 4.50% 4.10%
Risk-free interest rate (based on government bonds) 0.42% 1.85%

Expected volatility has been based on an evaluation of the historical volatility of the Accell Group N.V.’s share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behaviour.

Below an overview is provided on the number and movement in stock option entitlements:

  Number at 31-12-14 Number at 31-12-15 Granting date Expiry date Exercise price Fair value at granting date Average exercise price
Options
Granted in 2010 25,640 0 19-02-10 3-5 year € 16.65 € 2.84 n/a
Granted in 2011 24,480 24,480 24-02-11 3-5 year € 19.39 € 3.57 n/a
Granted in 2014 7,950 7,950 26-2-2014 3-8 year € 14.13 € 2.13 n/a
Granted in 2015 0 28,150 4-3-2015 3-8 year € 15.92 € 1.90 n/a


Only the options granted in 2011 are exercisable at 31 December 2015.

The stock option entitlements that have been granted comprise of the following:

  Number at 1-1-15 Issued in 2015 Expered in 2015 Number at 31-12-15 Average exercise price beginning of period Average exercise price at year-end Weighted average term at year-end
Directors
R.J. Takens 23,780 11,750 10,480 25,050 € 17.45 € 17.07 4.24
H.H. Sybesma 18,810 9,000 8,320 19,490 € 17.46 € 17.10 4.18
J.M.Snijders Blok 15,480 7,400 6,840 16,040 € 17.47 € 17.10 4.18
  58,070 28,150 25,640 60,580      

The Supervisory Board awards options to the directors based on the realisation of targets set in agreement with the Board of Directors and the expected contribution that the members of the Board of Directors will make to the further development of the company. After granting, the stock options are unconditional.

Employees

Accell Group N.V. has an average of 26 employees in 2015 (2014: 25).

Wages and salaries, social security charges and pension contributions amounts to € 4.1 million, € 0.2 million and € 0.5 million in 2015 (2014: € 3.6 million, € 0.2 million and € 0.4 million).

Commitments

The legal entity is part of the “Accell Group N.V.” fiscal unity, and as such is jointly and severally liable for the tax liability of the fiscal unity as a whole.

In accordance with article 2:403 (1f) of the Dutch Civil Code, the company has accepted joint and several liability for the liabilities arising from acts with legal consequences of the Dutch subsidiaries. Notices to that effect have been filed with the chamber of commerce where the legal entity on whose behalf the notice of liability has been given is registered.

Supervisory Board
A.J. Pasman, chairman
J. van den Belt, vice-chairman
P.B. Ernsting
A. Kuiper

Board of Directors
R.J. Takens, CEO
H.H. Sybesma, CFO
J.M. Snijders Blok, COO
J.J. Both, CSCO

 Heerenveen, March 14, 2016