Financial Report 2017
Financial Report 2017
Financial Report 2017
REPORT
02 SIMPLIFIED FINANCIAL STATEMENTS
04 CONSOLIDATED FINANCIAL
STATEMENTS 2017
88 CORPORATE GOVERNANCE
96 STATUTORY FINANCIAL
STATEMENTS 2017
3
CONSOLIDATED FINANCIAL
STATEMENTS 2017
Profit (loss) for the period from continuing operations 99 899 (257 729)
Attributable to:
Owners of the Company 95 818 (247 189)
Non-controlling interests 5 3 393 (15 070)
The notes on page 11 to 83 are an integral part of these consolidated financial statements
Total comprehensive income for the period (93 518) (237 693)
Attributable to:
Owners of the Company (96 603) (222 672)
Non-controlling interests 3 085 (15 021)
The notes on page 11 to 83 are an integral part of these consolidated financial statements
5
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER
In thousands of euro Note 2O17 2O16
Assets 3 533 834 3 840 315
Equity attributable to equity holders of the company 25 1 479 538 1 643 723
Share capital 25 000 25 000
Share premium 12 12
Retained earnings and reserves 1 454 526 1 618 711
Non-controlling interests 5 6 097 2 937
The notes on page 11 to 83 are an integral part of these consolidated financial statements
Non-
Share Translation Hedging Reserve for Retained controlling
In thousands of euro Share capital premium reserve reserve Fair value own shares earnings Total interests Total equity
Balance as at 25 000 12 24 992 560 0 (65 216) 1 658 375 1 643 723 2 937 1 646 659
1 January 2017
Total other comprehensive - - (174 402) (3 923) (31) - (14 065) (192 421) (308) (192 729)
income
Total comprehensive - - (174 402) (3 923) (31) - 81 753 (96 603) 3 085 (93 518)
income for the period
Total contributions by and - - - - - - (63 841) (63 841) (1 682) (65 523)
distributions to owners
Total transactions with - - (1) (468) (3 258) - (63 855) (67 582) 75 (67 507)
owners
Balance as at 25 000 12 (149 411) (3 831) (3 289) (65 216) 1 676 273 1 479 538 6 097 1 485 634
31 December 2017
For more information on Capital and reserves see note 25 Capital and Reserves.
The notes on page 11 to 83 are an integral part of these consolidated financial statements
7
Non-
Share Translation Hedging Reserve for Retained controlling
In thousands of euro Share capital premium reserve reserve Fair value own shares earnings Total interests Total equity
Balance as at 25 000 12 (20 299) (1 864) (64 806) 1 987 085 1 925 128 18 295 1 943 423
1 January 2016
Profit for the period - - - - - - (247 189) (247 189) (15 070) (262 259)
Total comprehensive - - 45 291 1 937 - - (269 900) (222 672) (15 021) (237 693)
income for the period
Total contributions by and - - - - - (410) (59 617) (60 027) (261) (60 288)
distributions to owners
Acquisition of non- - - - - - - - - - -
controlling interest (note 3)
Non-controlling final - - - - - - - - - -
PPA adjustment (note 3)
Other movements - - - 487 - - 807 1 294 (76) 1 218
Total transactions with - - - 487 - (410) (58 810) (58 733) (337) (59 070)
owners
Balance as at 25 000 12 24 992 560 - (65 216) 1 658 375 1 643 723 2 937 1 646 659
31 December 2017
The notes on page 11 to 83 are an integral part of these consolidated financial statements
Adjustments for:
Amortisation, depreciation and impairment 16, 17 348 573 485 209
Provisions and employee benefits 27, 28 51 279 51 018
Loss/(gain) on sale of property, plant & equipment (7 676) (6 525)
Share of profit of equity accounted investees (net of tax) 18 (2 028) (1 317)
Financial result 13 51 534 70 966
Profit (loss) after tax from discontinued operations 688 -
Income taxes 14 8 044 35 405
Other non-cash items 5 268 41 123
Operating cash flow before working capital changes 554 893 413 620
Changes in inventories 8 171 44 155
Changes in trade and other receivables 10 236 9 719
Changes in trade and other payables 34 162 25 682
Proceeds/payments forex risk hedges 787 -
Working capital changes 53 356 79 556
Use of provisions 28 (24 284) (45 429)
Contributions pensions 27 (19 187) (18 853)
Operating cash flow 564 778 428 894
Income taxes (paid)/received (72 859) (44 034)
Interest received 2 866 -
The notes on page 11 to 83 are an integral part of these consolidated financial statements
9
CONSOLIDATED STATEMENT OF CASH FLOW (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER
Cash and cash equivalents at end of the period 24 139 077 69 414
The notes on page 11 to 83 are an integral part of these consolidated financial statements
11
or operating income (note 9 Other operating income - for income or expenses (respectively note 9 Other operating
reversals of provisions). income or note 10 Other operating expenses).
Similarly, as from 2017, gains/(losses) on disposal of The impact of these restatements are as follows:
subsidiaries and equity companies are presented as financial
result (note 13 Net financing costs) instead of other operating
Interest expense on financial liabilities (29 967) (49 547) (49 547)
Net foreign exchange losses (4 658) - -
Change in fair value of net non-current assets classified 11 (719) - -
as held for sale
Net change in fair value of derivatives and financial (1 771) (1 469) (1 469)
assets
Unwinding of the discount rate provisions 28 (7 836) (8 119) (8 119)
Change in discount rate provisions 28 (10 334) (897) (897)
Net interest expense on defined benefit liability 27 (4 485) (4 994) (4 994)
Loss on disposal/liquidation of financial assets 4 - (11 409) -
Other financial expense (4 246) (6 931) (6 931)
NEW AND AMENDED STANDARDS AND INTERPRETATIONS AMENDMENTS TO IAS 7 STATEMENT OF CASH FLOWS – DISCLOSURE
The Group applied for the first time certain standards and INITIATIVE
amendments, which are effective for annual periods beginning on The amendments require entities to provide disclosure of changes
or after 1 January 2017. The Group has not early adopted any other in their liabilities arising from financing activities, including both
standard, interpretation or amendment that has been issued but not changes arising from cash flows and non-cash changes (such as
yet effective. foreign exchange gains and losses). The Group has provided the
The Group only lists and addresses those new and amended information in Note 26 Interest-bearing loans and borrowings).
standards and interpretations that are relevant to the Group’s financial
position, performance and/or disclosures. Although these new AMENDMENTS TO IAS 12 INCOME TAXES – RECOGNITION OF
standards and amendments applied for the first time in 2017, they DEFERRED TAX ASSETS FOR UNREALISED LOSSES
did not have a material impact on the annual consolidated financial The amendments clarify that an entity needs to consider whether
statements of the Group. law restricts the sources of taxable profits against which it may make
The nature and the impact of each new standard and amendment is deductions on the reversal of deductible temporary difference related
described below: to unrealised losses. Furthermore, the amendments provide guidance
on how an entity should determine future taxable profits and explain
the circumstances in which taxable profit may include the recovery of
some assets for more than their carrying amount.
The Group applied amendments retrospectively. Their application has
no effect on the Group’s financial position and performance.
13
IV. PRESENTATION CURRENT AND NON-CURRENT ASSETS AND Q The Group’s voting rights and potential voting rights.
LIABILITIES The Group reassesses whether or not it controls an investee if facts
The Group has presented current and non-current assets, and and circumstances indicate that there are changes to one or more of
current and non-current liabilities, as separate classifications in the the three elements of control. Consolidation of a subsidiary begins
statement of financial position. The Group has elected to present when the Group obtains control over the subsidiary and ceases when
non-current assets and liabilities before current assets and liabilities. the Group loses control of the subsidiary. Assets, liabilities, income
An asset is current when it is either: and expenses of a subsidiary acquired or disposed of during the
Q Expected to be realized or intended to be sold or consumed in year are included in the consolidated statement of profit or loss and
the normal operating cycle; other comprehensive income from the date the Group gains control
Q Held primarily for the purpose of trading; until the date the Group ceases to control the subsidiary.
Q Expected to be realized within 12 months after the reporting Where the Group’s interest is less than 100 percent, the interest
period; attributable to outside shareholders is reflected as non-controlling
Q Cash or cash equivalent, unless restricted from being exchanged interests.
or used to settle a liability for at least 12 months after the reporting Losses applicable to the non-controlling interests in a subsidiary are
period. allocated to the non-controlling interests, even if doing so causes the
All other assets are classified as non-current. non-controlling interests to have a deficit balance.
A liability is current when either: A change in the ownership interest of a subsidiary, without a loss of
Q It is expected to be settled in the normal operating cycle; control, is accounted for as an equity transaction.
Q It is held primarily for the purpose of trading; If the Group loses control over a subsidiary, it derecognises the
Q It is due to be settled within 12 months after the reporting period. related assets (including goodwill), liabilities, non-controlling interest
The Group classifies all other liabilities as non-current. and other components of equity, while any resultant gain or loss is
Deferred tax assets and liabilities are classified as non-current assets recognised in profit or loss. Any investment retained is recognised at
and liabilities. fair value.
15
Acquisition of mineral rights includes legal rights to explore for, III. RESEARCH AND DEVELOPMENT COSTS
develop, and produce wasting resources on a mineral property. Costs relating to research activities, undertaken with the prospect of
Direct costs, license costs and all costs which are incurred in gaining new scientific or technical knowledge and understanding, are
acquiring legal rights to undeveloped mineral properties are expensed to the statement of income as incurred.
capitalised as intangible assets. Expenditure on development activities, whereby research findings are
Mineral rights and mineral properties shall be recognised as applied to a plan or design for the production of new or substantially
identifiable assets provided that the carrying value is expected to improved products and processes, is capitalised if development
be recovered through successful development and exploitation or costs can be measured reliably, the product or process is technically
exploration and evaluation activities have, at balance sheet date, and commercially feasible, future economic benefits are probable
reached a stage which permits a reasonable assessment of the and the Group intends to and has sufficient resources to complete
existence of reserves and resources and active significant operations development and to use or sell the asset. The expenditure capitalised
are continuing. includes the cost of materials, direct labour and an appropriate
Other potential reserves and resources and mineral rights, for which, proportion of overheads. Other development expenditure is
in the Exco’s opinion, values cannot reliably be determined, are recognised in profit or loss as incurred. Capitalised development
recognised as expense in profit or loss. expenditure is stated at cost less accumulated amortisation (see
Post-acquisition exploration and evaluation (E&E) costs are initially below) and impairment losses (see accounting policy k).
recognised as an intangible asset pending the determination of
whether commercially recoverable reserves have been found. IV. COMPUTER SOFTWARE
Post-acquisition E&E comprises following activities: Expenditure on development activities within an ICT project
Q Researching and analysing historical exploration data; are capitalised if the criteria for capitalisation of research and
Q Gathering exploration data through geophysical studies; development costs (see research and development costs) are met.
Q Exploratory drilling and sampling;
Q Determining and examining the volume and grade of the resource; V. AMORTISATION
Q Surveying transportation and infrastructure requirements; Intangible assets which have an indefinite useful life are not
Q Conducting market and finance studies. amortised but are subject to annual impairment testing.
To justify a continuing presumption of future economic benefits of Intangible assets which have a finite useful life are amortised from
deferred post-acquisition exploration and evaluation costs, costs the date they are available for use using the straight-line method over
can only be deferred while further activity in the mineral deposit is their useful lives. The estimated useful lives are as follows:
planned and the post-acquisition exploration and evaluation activities
are expected to result in commercial reserves within two years. Mineral rights and post-acquisition Physical unit-of-production
Amortisation of capitalised acquisition costs of mineral rights exploration and evaluation costs method
commences as soon as the first unit in a saleable form is produced Development expenses 5 years
and are amortised on a units of production basis. Marketing related intangible assets 5 years
Capitalised post-acquisition exploration and evaluation costs remain Customer related intangible assets 5 years or if acquired through
unamortized until commercially recoverable reserves are found. a business combination over
At the time of assessment of insufficient potential for commercial the DCF model horizon up to
exploitation capitalised costs are expensed (no reinstatement when a maximum of 10 years
subsequently reserves are found). Contract-based intangible assets Over estimated economic
Once exploitation, starts and the proven reserves are estimated or legal life (contract terms),
the capitalised amounts are amortised using the unit-of-production whichever is shorter, up to a
method, except for capitalised construction costs for which a maximum of 10 years
straight-line depreciation over useful live is applied. Computer software 3 years
17
net disposal proceeds and the carrying amount, together with the I. PROPERTY, PLANT AND EQUIPMENT
cumulative gain or loss in equity, is reclassified to profit or loss.
I. RECOGNITION AND MEASUREMENT
II. INVESTMENTS IN DEBT SECURITIES All property, plant and equipment are recorded at historical cost less
Investments in debt securities classified as at fair value through accumulated depreciation (see below) and impairment losses (see
profit of loss or as being available-for-sale are stated at fair value, accounting policy k).
with any resulting gain or loss respectively recorded in profit or loss Safety and environmental expenditure is capitalised when the item is
or in other comprehensive income and presented in the fair value needed to obtain future economic benefits from other assets.
reserve in equity. The fair value of such investment is their quoted bid Items such as spare parts, stand-by equipment and servicing
price at the reporting date. Impairment losses are recognised in the equipment are recognised as property, plant and equipment if they
statement of income. When an investment in debt securities classified are expected to be used during more than one reporting period, their
as available-for-sale is derecognised, the cumulative gain or loss in cost can be measured reliably and it is probable that future economic
equity is transferred to profit or loss. benefits associated with the item will flow to the Group.
Investments in debt securities for which the Group has the positive The cost of an item of property, plant and equipment includes
intent and ability to hold them to maturity, are classified as held-to- expenditures that are directly attributable to the acquisition of the
maturity and stated at amortized cost, less any impairment losses. asset and where relevant, the costs of dismantling and removing
the asset and restoring the site on which that asset is located, and
III. OTHER INVESTMENTS capitalised borrowing costs.
Other investments held by the company are classified as being Property, plant and equipment are not subsequently revalued.
available-for-sale and are stated at fair value, with any resulting gain Where parts of an item of property, plant and equipment have
or loss, other than foreign exchange differences on available-for-sale different useful lives, they are accounted for as separate items of
monetary assets, recognised in other comprehensive income and property, plant and equipment.
presented in the fair value reserve in equity. Impairment losses are The Group recognizes in the carrying amount of an item of property,
recognised in profit or loss. At derecognition of any other investment, plant and equipment the cost of replacing part of such an item when
the cumulative gain or loss in equity is transferred to profit or loss. that cost is incurred, if it is probable that the future economic benefits
Investments in equity instruments that do not have a quoted price in embodied with the item will flow to the Group and when the cost of
an active market and whose fair value cannot be reliably measured, the item can be measured reliably. All other costs are recognised in
shall be measured at cost. profit or loss as an expense as incurred.
Property, plant and equipment acquired in a business combination is
IV. TRADE AND OTHER RECEIVABLES recognised at fair value at the acquisition date.
Trade and other receivables are stated at their amortised cost less
impairment losses (see accounting policy k). II. PROPERTY, PLANT AND EQUIPMENT IN RESPECT OF MINING
ACTIVITIES
V. CASH AND CASH EQUIVALENTS Acquisition of mineral property includes the costs incurred to
Cash and cash equivalents comprises cash balances and call purchase or lease mineral properties to explore for, develop, and
deposits with maturities of three months or less that are subject to an produce wasting resources.
insignificant risk of changes in their fair value, and are used by the Development activities include costs for the establishment of access
Group in the management of its short term commitments. to the mineral reserves and for other preparations before commercial
For the purpose of the consolidated statement of cash flows, cash production. In general all development costs are capitalised and
and cash equivalents consist of cash and short-term deposits, amortised on a units of production basis.
as defined above, net of outstanding bank overdrafts as they are Initial stripping costs at new mines and at operating mines outside
considered an integral part of the Group’s cash management. existing pit limits, that are expected to benefit future production
beyond a minimum of one year, are capitalised as part of the costs of
developing and amortised on a units of production basis.
Ongoing stripping costs to maintain production of operating mines
are expensed to the statement of income when the stripping ratio
19
flows of that asset that can be estimated reliably. Objective evidence cash generating units) and then, to reduce the carrying amount of the
that financial assets (including equity securities) are impaired can other assets in the unit (cluster of cash generating units) on a pro rata
include default or delinquency by a debtor, restructuring of an basis. Impairment losses are immediately recognised in profit or loss.
amount due to the Group on terms that the Group would not consider After the recognition of an impairment loss, the depreciation
otherwise, indications that a debtor or issuer will enter bankruptcy, charge for the asset is adjusted in future periods to allocate the
the disappearance of an active market for a security. In addition, for asset’s revised carrying amount, less its residual value (if any), on a
an investment in an equity security, a significant or prolonged decline systematic basis over its remaining useful life.
in its fair value below its cost is objective evidence of impairment.
The recoverable amount of the Group’s investments in held-to- II. REVERSAL OF IMPAIRMENT
maturity securities and receivables carried at amortised cost is An impairment loss in respect of a held-to-maturity security or
calculated as the present value of estimated future cash flows, receivable carried at amortised cost is reversed if the subsequent
discounted at the original effective interest rate (i.e., the effective increase in recoverable amount can be related objectively to an event
interest rate computed at initial recognition of these financial occurring after the impairment loss was recognised.
assets). Receivables with a short duration are not discounted. The If the fair value of a debt instrument classified as available-for-sale
recoverable amount of available-for-sale financial assets is their increases and the increase can be objectively related to an event
current fair value. All impairment losses are recognised in profit or occurring after the impairment loss was recognised in profit or loss,
loss. Any cumulative loss in respect of an available-for-sale financial the impairment loss shall be reversed, with the amount of the reversal
asset recognised previously in equity is transferred to profit or loss. recognised in profit or loss. However, any subsequent recovery
Individually significant financial assets are tested for impairment on in the fair value of an impaired available-for-sale equity security is
an individual basis. The remaining financial assets are assessed recognised in other comprehensive income.
collectively in groups that share similar credit risk characteristics. An impairment loss in respect of goodwill is not reversed.
The recoverable amount of other assets is the greater of their fair In respect of other assets, where an impairment loss subsequently
value less costs of disposal and value in use. reverses as a result of a change in the estimates used to determine
The fair value less costs of disposal is the amount obtainable the recoverable amount, the carrying amount of the asset (cash-
from the sale of an asset in an arm’s length transaction between generating unit) is increased to the revised estimate of its recoverable
knowledgeable, willing parties, less the costs of disposal. amount, but so that the increased carrying amount does not exceed
In assessing value in use, the estimated future cash flows generated the carrying amount that would have been determined (net of
by the asset are discounted to their present value using a pre-tax depreciation) if no impairment loss had been recognised for the asset
discount rate that reflects current market assessments of the time (cash-generating unit) in prior years.
value of money and the risks specific to the asset.
For an asset that does not generate largely independent cash inflows,
the recoverable amount is determined for the cash-generating unit or L. INVENTORIES
a cluster of cash generating units to which the asset belongs.
Estimated future cash flows are based on proven and probable I. RECOGNITION AND MEASUREMENT
reserve quantities as per the most recent life of the mine plan in Inventories are measured at the lower of cost and net realisable
determining the value in use of mineral properties. Future cash flows value.
of mineral properties include estimates of recoverable minerals, Cost of raw materials comprises the purchase price (less discounts
mineral prices (considering current and historical prices and price and rebates), import and other duties, non-refundable purchase
trends), production levels, capital and reclamation costs, all based on taxes, transport and handling costs and other costs directly
detailed engineering life of mine plans. attributable to the acquisition of the inventories.
If the recoverable amount of an asset (or cash-generating unit) is Cost of finished goods and work-in-progress comprises costs directly
estimated to be less than its carrying amount, the carrying amount related to the units of production, such as labour and an appropriate
of the asset (cash-generating unit) is reduced to its recoverable proportion of variable and fixed production overheads.
amount (impairment loss). Impairment losses recognised in respect Cost is determined on the weighted average cost basis for mining
of cash-generating units are allocated first to reduce the carrying inventories and a first-in, first-out (FIFO) basis for trading inventories.
amount of any goodwill allocated to cash-generating units (cluster of
21
makes an assessment, both at the inception of the hedge relationship II. FAIR VALUE HEDGES
as well as on an ongoing basis, whether the hedging instruments are For fair values hedges, in which derivative financial instruments
expected to be “highly effective” in offsetting the changes in the fair hedge the change in fair value of assets and liabilities or an
value or cash flows of the respective hedged items during the period unrecognised firm commitment, changes in the fair value of derivative
for which the hedge is designated, and whether the actual results financial instruments are recognised in profit or loss, together with
of each hedge are within a range of 80-125 percent. For a cash flow changes in the fair value of the related hedged item in respect of the
hedge of a forecast transaction, the transaction should be highly risk that is hedged.
probable to occur and should present an exposure to variations in
cash flows that could ultimately affect reported net income. III. HEDGE OF NET INVESTMENT IN FOREIGN OPERATION
Where a foreign currency liability hedges a net investment in a
I. CASH FLOW HEDGES foreign operation, foreign exchange differences arising on translation
Where a derivative financial instrument is designated as a hedge of the liability to euro are recognised directly in other comprehensive
of the variability in cash flows of a recognised asset or liability or a income.
highly probable forecasted transaction, the effective part of any gain Where a derivative financial instrument hedges a net investment in a
or loss on the derivative financial instrument is recognised directly in foreign operation, the portion of the gain or the loss on the hedging
other comprehensive income and presented in the hedging reserve instrument that is determined to be an effective hedge is recognised
in equity. A hedge of the foreign currency risk on a firm commitment directly in other comprehensive income and presented within equity
is also accounted for as a cash flow hedge. When the forecasted in the translation reserve, the ineffective portion is reported in the
transaction subsequently results in the recognition of a non-financial statement of income. When the hedged net investment is disposed
asset or non-financial liability, the associated cumulative gain or of, in part or in full, the cumulative amount in the translation reserve is
loss is removed from equity and included in the initial cost or other transferred to the statement of income as an adjustment to the gain or
carrying amount of the non-financial asset or liability. If a hedge of a loss on disposal.
forecasted transaction subsequently results in the recognition of a
financial asset or a financial liability, the associated gains and losses
that were recognised directly in equity are reclassified into profit or P. SHARE CAPITAL
loss in the same period or periods during which the hedged cash
flows affect profit or loss (i.e., when interest income or expense is I. REPURCHASE OF SHARE CAPITAL (TREASURY SHARES)
recognised). For cash flow hedges, other than those covered by The Group’s ordinary shares are classified as equity. Incremental
the preceding two policy statements, the cumulative gain or loss is costs directly attributable to the issuance of ordinary shares are
removed from equity and recognised in profit or loss at the same time recognised as a deduction from equity, net of any tax effects.
as the hedged cash flows affect profit or loss. When share capital recognised as equity is repurchased, the
The ineffective part of any gain or loss is recognised in profit or loss amount of the consideration paid, including directly attributable
immediately. Any gain or loss arising from changes in the time value costs, net of any tax effects, is recognised as a change in equity.
of the option contracts and interest element of forwards are excluded Repurchased shares are classified as treasury shares and presented
from the measurement of hedge effectiveness and is immediately as a deduction from total equity. When treasury shares are sold
recognised in profit or loss. or reissued subsequently, the amount received is recognised as
When the hedging instrument or hedge relationship is terminated an increase in equity, and the resulting surplus or deficit on the
but the hedged transaction still is expected to occur, the cumulative transaction is transferred to/from retained earnings.
gain or loss at that point remains in equity and is recognised in
accordance with the above policy when the transaction occurs. II. DIVIDENDS
If the hedged transaction is no longer expected to take place, Dividends are recognised as a liability in the period in which they are
the cumulative unrealised gain or loss recognised in other declared.
comprehensive income and presented in the hedging reserve in
equity, is immediately recognised in profit or loss.
23
T. INCOME TAXES U. EMPLOYEE BENEFITS
Income tax expense represents the sum of current tax and deferred Short-term employee benefits are measured on an undiscounted
tax. Current tax and deferred tax expense is recognised in profit or basis and are expensed as the related service is provided. A liability
loss except to the extent that it relates to a business combination, or is recognised for short-term employee benefits is recognised for the
items recognised directly in equity or in other comprehensive income. amount expected to be settled wholly within 12 months after the end
Current tax expense is recognised as an expense in the same period of the reporting period under short-term cash bonus or profit sharing
as the related accounting profit. plans if the Group has a present legal or constructive obligation to
Current tax asset is recognised when the Group expects recovering pay this amount as a result of past service provided by the employee,
income taxes paid in respect of the current or previous period. The and the obligation can be estimated reliably.
Group’s current tax liabilities (assets) for the current and prior periods Termination benefits are recognised as an expense when the Group
is measured at the amount expected to be paid to (recovered from) is demonstrably committed to either terminate the employment of
the taxation authorities, using the tax rates and tax laws that have employees before the normal retirement date or when an employee
been enacted or substantively enacted by the reporting date. decides accepting an offer of benefits from the Group in exchange
Deferred tax is recognised in respect of all temporary differences at for the termination of employment. Termination benefits for voluntary
the reporting date between the tax bases of assets and liabilities and redundancies are recognised as an expense if the Group has made
their carrying amounts for financial reporting purposes. an offer of voluntary redundancy, there is a restriction on the Group’s
Deferred tax liabilities and assets are not recognised if the temporary ability to withdraw the offer, and the number of acceptances can be
differences arise from the initial recognition of goodwill and from the estimated reliably.
initial recognition of assets or liabilities in a transaction that is not a Post-employment benefits are formal or informal arrangements
business combination and that affects neither accounting nor taxable under which the Group provides post-employment benefits for one
profit. or more employees and which are payable after the completion of
Deferred tax liabilities are recognised for taxable temporary employment.
differences arising on investments in subsidiaries and associates, The Group operates defined contribution and defined benefit plans.
except where the Group is able to control the reversal of the Defined contribution plans are post-employment benefit plans under
temporary difference and it is probable that the temporary difference which an entity pays fixed contributions into a separate entity (a
will not reverse in the foreseeable future. fund) and will have no legal or constructive obligation to pay further
Deferred tax assets are recognised for all deductible temporary contributions if the fund does not hold sufficient assets to pay all
differences, the carry-forward of unused tax credits and any unused employee benefits relating to employee service in the current and
tax losses, to the extent that it is probable that taxable profit will be prior periods. Defined benefit plans are post-employment benefit
available against which the deductible temporary differences, and plans other than defined contribution plans.
the carry-forward of unused tax credits and unused tax losses can Contributions to defined contribution plans are recognised as an
be utilized. Subsequently, the carrying amount of deferred tax assets expense as incurred. Any amount unpaid at the end of the period is
is reviewed at the end of each reporting period and reduced to the recognised as a liability. The liability is discounted using the discount
extent that it is no longer probable that sufficient taxable profit will be rate specified for defined benefit plans when the contributions are not
available to allow all or part of the deferred income tax asset to be expected to be settled wholly within 12 months after the end of the
utilized. period. Contributions already paid exceeding contributions due for
Deferred tax is calculated at the tax rate that is expected to apply in service before the reporting date are recognised as an asset to the
the period when the asset is realised or the liability is settled, using extent that the prepayments are recoverable.
tax rates enacted or substantively enacted at the reporting date. Following IAS 19R, defined contribution plans with a minimum
Deferred tax assets and liabilities are offset when they relate to funding guarantee are accounted for as defined benefit pension
income taxes levied by the same taxation authority and the Group plans.
intends to settle its current tax assets and liabilities on a net basis or Under a defined benefit plan, actuarial risks and investment risks are
their tax assets and liabilities will be realised borne by the Group. The determination of the defined benefit liability
simultaneously. is based on demographic and financial assumptions which are
unbiased and mutually compatible. The discount rate is determined
25
X. FINANCE INCOME / EXPENSE subsequent remeasurement, but gains are not recognised in excess
of any cumulative impairment loss.
I. INTEREST A discontinued operation is a component of the Group’s business that
Interest revenue and expense is recognised on a time proportion represents a separate major line of business or geographical area
basis that takes into account the effective yield on the asset and of operations that has been disposed of or is held for sale, or is a
liability. The effective yield is the rate of interest required to discount subsidiary acquired exclusively with a view to resale.
the stream of future cash receipts expected over the asset’s life to Classification as a discontinued operation occurs upon disposal or
equate to the initial carrying amount of the asset. when the operation meets the criteria to be classified as held-for-sale,
if earlier. A disposal group that is to be abandoned may also qualify.
II. DIVIDEND INCOME When an operation is classified as a discontinued operation, the
Dividends are recognised on a cash basis or when they are declared, comparative statement of comprehensive income is re-presented
which is usually the earliest time at which it is probable that they will as if the operation had been discontinued from the start of the
flow to the holder of the investment. comparative period.
27
or rate used to determine those payments). The lessee will generally The Modified A approach results in the lowest expense on average
recognise the amount of the remeasurement of the lease liability as with a fade-out effect in future years. The Modified B approach will
an adjustment to the right-of-use asset. result in the largest total expense due to higher depreciation costs as
IFRS 16 also requires lessees to make more extensive disclosures the assets are inflated to equal the liability on transition. The Group
than under IAS 17. intends to apply the Modified A approach.
The new standard is effective for annual periods beginning on or Consistent with IAS 17, leases to explore for or use minerals, oil,
after 1 January 2019. Early application is permitted, but not before natural gas and similar non-regenerative resources are excluded from
an entity applies IFRS 15 Revenue from Contract with Customers. the scope of IFRS 16. The Group decided it is appropriate to continue
A lessee can choose to apply the standard using either a full to exclude royalty contracts with regard to mineral extraction from the
retrospective or a modified retrospective approach. The standard’s scope of IFRS 16 (unchanged compared to IAS 17 current treatment).
transition provisions permit certain reliefs.
In 2017, the Group assessed the potential effect of IFRS 16 on its IFRIC 22 FOREIGN CURRENCY TRANSACTIONS AND ADVANCE
consolidated financial statements. The estimated impact of each CONSIDERATION
transition option on the financial statements is outlined below. This IFRIC 22 addresses the exchange rate to use in transactions that
assessment focuses on transition (1st January 2019) and period involve advance consideration paid or received in a foreign currency.
ending 31st December 2019. This impact assessment is made for the The Interpretation is effective 1 January 2018. The Group is in
leasing contracts that exist today, with the assumption that no new process of assessing the impact of IFRIC 22.
leasing contracts will be entered into 2018. Consequently, the lease
liability will be underestimated. A lessee can choose to apply the IFRIC 23 UNCERTAINTY OVER INCOME TAX TREATMENT
standard using either a full retrospective or a modified retrospective The Interpretation addresses the accounting for income taxes when
approach. The Group intends to apply the modified retrospective tax treatments involve uncertainty that affects the application of IAS
approach (IFRS 16.C.8(b)): 12 and does not apply to taxes or levies outside the scope of IAS 12,
nor does it specifically include requirements relating to interest and
penalties associated with uncertain tax treatments. The Interpretation
In thousands of euro Modified A Modified B
specifically addresses the following:
Financial Statements at transition (1st January 2019) Q Whether an entity considers uncertain tax treatments separately;
Lease liability 200 400 200 400 Q The assumptions an entity makes about the examination of tax
29
3 BUSINESS COMBINATIONS AND ACQUISITION OF NON-CONTROLLING
INTERESTS
A. BUSINESS COMBINATIONS
In March 2017, the Group acquired 100 percent of the voting shares Revenues (rental income €6.7 million) and net loss (€2.3 million) for
of Ecopiave S.r.l., a company based in Italy and specialised in the this acquisition has been included in the Group’s consolidated 2017
treatment of waste glass, for a consideration of €2.2 million. The financial statements.
Group acquired Ecopiave S.r.l. because this acquisition would The financial statements for a 12 month period has been included in
significantly secure the Group’s future waste glass sourcing. the Group’s consolidated 2017 financial statements for the full year as
The Group did not recognise any provisional goodwill. The the Group was already entitled to govern the company as from 1st of
consideration paid has been entirely allocated to the fair values of January 2017.
the identifiable assets and liabilities. A provisional purchase price The above acquisition had the following effect on the Group’s assets
allocation has been conducted in line with IFRS and will be finalised and liabilities:
in 2018 after a 12 month time horizon.
Ecopiave S.r.l. has entered into two property finance leases in 2007 include improvements for the leased assets for €1.1 million and are
expiring in 2024. Fair value of the underlying property (industrial derecognised as they are already part of the fair value adjustment of
buildings) was measured for €6.6 million and has been recognised the industrial buildings (see fair value adjustment intangible assets).
as a fair value adjustment under property, plant and equipment (as The net present value of the lease liability is €3.4 million, applying
part of the €6.8 million). Ownership of the underlying property is a discount rate of 2.28 percent and is included as a fair value
reasonably certain to transfer to the Group at the end of the lease adjustment under trade and other payables.
term in 2024. The pre-acquisition amounts of the intangible assets
In February 2017, SCR-Sibelco NV acquired an additional 20.48 Group’s effective interest to 100 percent. Following is a schedule of
percent of PT Bhumiadya for approximately €2.5 million bringing the additional interest acquired in PT Bhumiadya:
In February 2017, Sibelco Italia SPA acquired an additional 30 has been concluded for the remaining 10 percent. Following is a
percent of Ecopaté S.r.l. for approximately €0.6 million bringing the schedule of additional interest acquired in Ecopaté S.r.l.:
Group’s effective interest to 90 percent. A call/put option contract
31
4 DISPOSAL OF SUBSIDIARIES OR OTHER BUSINESS
In 2017, the Group has disposed its interest in MCS Mining Industry Lao Co. Ltd (Laos – owned 60 percent) and
Mineraalbewerkingsindustrie Uikhoven NV (Belgium – owned 100 PT Bhumidana LTD (Indonesia – owned 65 percent). Following
percent), Sibelco Colombia SAS (Colombia – owned 100 percent), schedules reflect the effects of the disposals:
During 2017, the Group has liquidated following subsidiaries: Trading House Hercules Saint Petersburg LLC (Russian Federation), Italsafin
SPA (Italy), Zao-Shpat (Russian Federation), Atécé NV (Belgium) and Max Blees GmbH (Germany).
33
SUMMARISED STATEMENT OF PROFIT OR LOSS AT 100%
A. JOINT VENTURES Group’s interest in Dansand A/S is accounted for using the equity
method in the consolidated financial statements.
The Group has a 50 percent share in Ficarex SRO, a joint venture In June 2017, the Group has disposed its 35 percent interest in EDK
involved in the extraction and processing of silica sand in the Czech Mineraçao S.A. – see note 18 Equity accounted investees.
Republic. The Group’s interest in Ficarex SRO is accounted for using Summarised financial information of the joint ventures, based on its
the equity method in the consolidated financial statements. IFRS financial statements, and reconciliation with the carrying amount
The Group has a 50 percent in Dansand A/S, a joint venture involved of the investment in consolidated financial statements are set out
in the extraction and processing of silica sand in Denmark. The below:
Ficarex SRO and Dansand A/S had no contingent liabilities or capital commitments as at 31 December 2017 and 2016.
More information of these related parties can be found in note 35 Related parties.
35
B. JOINT OPERATION
The Group has a material joint operation, Jundu Mineração Ltda classify this joint arrangement. The Group assessed their rights and
involved in the extraction and processing of silica sand in Brazil. The obligations arising from the arrangement and concluded that the joint
Group has a 50 percent share in the ownership and is entitled to a arrangement in Jundu Mineração Ltda qualifies as a joint operation.
proportionate share in the profits/losses. Judgement is required to
7 INVESTMENTS IN ASSOCIATES
The Group has interests in a number of associates, of which two accounted for using the equity method in the consolidated financial
associates are considered material: Maffei Sarda Silicati SRL in Italy statements.
and Glassflake Limited, a company in the United Kingdom. Both The Group has a 25.10 percent interest in Glassflake Limited, a
associates are private entities which are not listed on any public company in the United Kingdom involved in the manufacturing of an
exchange. innovative silica based product for potential use in painting, coatings
The Group has a 49.90 percent interest in Maffei Sarda Silicati SRL, and plastic. The Group’s interest in Glassflake Limited is accounted
an Italian company involved in the production of feldspathic sand for using the equity method in the consolidated financial statements.
and feldspar. The Group’s interest in Maffei Sarda Silicati SRL is The following table illustrates the summarised financial information of
the Group’s investments:
Restrictions:
The Group cannot distribute its profits from its investments in access or use the assets and settle its liabilities of its investments in
associates, until it obtains the consent from the other partners. associates.
There are no further restrictions which impact the Group’s ability to
REVENUE
COST OF SALES
37
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Gain on disposal of property, plant and equipment mainly relates to insurance company (€6.8 million), and several amounts including
the sale of multiple properties and mobile equipment in Europe and some income from insurance refunds and income generated from
North America. backfilling activities in Germany.
Other operating income for the year is €23.2 million (2016: €16.3 In July 2017, the Lilydale property in Australia was sold resulting in a
million), and mainly relates to the release of a provision for excess gain on sale of €4.9 million.
railcars in the US (€3.4 million), the income from our Sibelux
Foreign exchange differences result from the revaluation of assets programs mainly in Australia (€1.2 million), South America (€0.8
and liabilities related to operational activities expressed in foreign million), Asia (€0.8 million) and for some smaller programs (€0.4
currencies and results generated by derivatives used for hedging million) - see note 28 Provisions.
these operational activities as well as the result of the recycling of Non-recurring impairment losses in 2017 relate to impairments
the cash flow hedge in place for the economic risk. In this respect based on internal or external indicators and amount to €88.4 million.
an additional negative cash flow hedge reserve was recognised for Impairments were incurred across different regions of which €37.6 in
€5.5 million and €1.6 million was recycled through profit or loss as Asia, €28.0 million in South America, €13.9 in Europe and €9.2 million
an expense in 2017 (see Consolidated statement of equity). This in Australia.
opposed to FX differences reported under net financing costs (see
note 13 Net financing costs), which result from financing transactions. Other non-recurring in 2017 is €20.8 million (2016: €43.3 million) and
Other operating expenses of €9.5 million (2016: €6.3 million) mainly mainly relates to the transaction costs associated with our intended
relate to property expenses, disposal of waste, various property taxes merger with Fairmount Santrol.
and expenses from our Sibelux insurance company (€1.9 million).
A total of €23.2 million of additional non-recurring provision has
been recognised in 2017. More information is included in note 28
Provisions.
In 2017 restructuring provisions (included in non-recurring additions
to provisions) have been recognised in respect of restructuring
39
11 ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE
In 2017, the Group has disposed its discontinued operations in In July 2017, the Lilydale property in Australia formerly reported as
Colombia consisting of Sibelco Colombia S.A.S., a wholly owned assets held for sale, was sold for €13.2 million resulting in a gain on
subsidiary (see note 4 Disposal of subsidiaries or other business). sale of €4.9 million (see note 9 Other operating income).
Other individual assets and liabilities classified as held for sale mainly The major classes of assets and liabilities classified as held for sale
relate to Australia, of which €2.5 million on assets and €0.5 million as at 31 December are as follows:
on liabilities, related to the associated site restoration provision (€0.5
million).
REVENUE
Creditors - 1 134
Other current liabilities - 3 251
Interest-bearing liabilities - 4 661
Non-current liabilities - 38
Liabilities directly associated with assets held for sale disposal group Colombia - 9 084
THE RESULTS FOR THE YEAR FOR THE DISPOSAL GROUP COLOMBIA, UNTIL THE OPERATION WAS SOLD, ARE PRESENTED BELOW:
Income taxes - -
Profit/(loss) for the period from disposal group Colombia (688) (4 530)
41
Financial income was €12.5 million, which is an increase by €11.5 The decrease in the interest expenses (€19.6 million) on financial
million, mainly resulting from disposal or liquidation of financial liabilities was driven by internal refinancing in which the Group
assets (€9.7 million). Moreover the Group has disposed its interests converted intercompany loans in high interest rate currencies
in Mineraalbewerkingsindustrie Uikhoven NV, Sibelco Colombia into equity. The Group was able to continue to change its funding
SAS, MCS Mining Industry Lao Co. Ltd, PT Bhumidana, Trading costs from high interest currencies into a low interest currency,
House Hercules Saint Petersburg LLC and EDK Mineraçao S.A. primarily Euro, and the maturity and replacement of an IRS swap
(see note 4 Disposal of subsidiaries or other business and note 18 of €200 million with a fixed exchange rate into a lower three-month
Equity accounted investees). As of 2017 gain/(losses) on disposal of floating rate.
subsidiaries and equity companies are presented as financial result. The increase of €9.4 million with regard to “Change in discount rate
In 2016 these gain/(losses) were still included in the other operating provisions” relates to the change in discount/inflation rates with
income and other operating expenses (note 9 Other operating respect of provisions for site restoration and plant demolition (see
income and 10 Other operating expenses). note 28 Provisions).
Financial expenses were €64.0 million. This decrease by €8.0 million Other financial expense mainly includes bank charges and contract
compared to 2016 is explained by a decrease in interest expenses, transaction costs.
partly offset by an increase due to a change in discount rate/inflation
rates in provisions.
14 INCOME TAXES
Change in tax rate mainly relates to the impact of the US tax reform. This led to a net gain (see note Disposal of subsidiaries or other
The US congress passed the Tax Cut and Jobs act which was signed business) which is not taxable.
into law at the end of 2017. Under this Act, US corporate tax rate will Current year losses not recognised are mainly due to impairments
be significantly reduced. Our US subsidiaries had a net deferred for which there is no immediate or deferred tax deduction, due to
tax liability, which resulted into a favorable €48.3 million deferred tax insufficient future profit expectations.
income. Tax allowances include the depletion allowances in the US.
The effect of tax rate on specific gains relates to a number of Group Income taxes (current and deferred) are €8.0 million compared to
companies which were liquidated or sold in 2017. At such time the €35.4 million in 2016.
reserves for foreign currency translation differences are reversed.
The current tax assets of €31.3 million (2016: €41.4 million) represent The current tax liabilities of €24.7 million (2016: €26.7 million)
the amount of income taxes recoverable in respect of current and represent the estimated additional charges for income taxes.
prior periods that exceed payments.
43
16 PROPERTY, PLANT AND EQUIPMENT
Land and Mineral Processing Assets under
In thousands of euro Note buildings properties equipment construction 2O17 2O16
Balance at end of previous period as reported 947 236 813 071 3 194 422 379 768 5 334 497 5 097 407
Balance at end of previous period restated 947 236 813 071 3 194 422 379 768 5 334 497 5 102 192
Additions 2 323 2 279 12 689 177 889 195 180 240 684
New finance leases - - 2 315 107 2 422 -
Acquisitions through business combinations 3 (44) - 7 033 (2 208) 4 781 -
(provisional PPA 2017)
Disposals & retirements (10 893) (6 778) (54 176) (7 432) (79 279) (62 788)
Transfers 73 472 (11 697) 139 409 (204 622) (3 438) 650
Asset component change site rest /plant dem 28 - 45 153 50 502 - 95 655 36 252
Exchange differences (84 106) (52 901) (217 451) (37 566) (392 024) 52 083
Other changes 889 (951) 3 541 (221) 3 258 (34 576)
Balance at end of period 928 877 788 176 3 138 284 305 715 5 161 052 5 334 497
Balance at end of previous period as reported (400 586) (412 725) (2 316 264) (13 139) (3 142 714) (2 762 689)
Depreciation 8 (31 799) (22 287) (173 199) - (227 285) (250 449)
Impairment losses recognised 8.10 (30 755) (1 024) (31 321) (27 034) (90 134) (164 810)
Disposals & retirements 10 182 6 441 50 696 6 399 73 718 47 729
Transfers (1 345) 3 608 (11 195) 1 305 (7 627) 879
Exchange differences 33 147 22 785 149 482 2 805 208 219 (18 243)
Other changes 1 775 7 159 (2 484) (1 050) 5 400 4 869
Balance at end of period (419 381) (396 043) (2 334 285) (30 714) (3 180 423) (3 142 714)
Carrying amounts at 1 January as reported 546 650 400 346 878 158 366 629 2 191 783 2 334 718
Carrying amounts at 1 January as restated 546 650 400 346 878 158 366 629 2 191 783 2 339 503
Carrying amounts at 31 December 509 496 392 133 803 999 275 001 1 980 629 2 191 783
During the year the Group tested property, plant and equipment for Q Management has a plan to discontinue or to realign the strategic
impairment (see note 17 Intangible assets and goodwill) as a result of direction of individual assets or group of assets (operating plant/
the required yearly test on cash-generating units containing goodwill. plants) because economic performance is unsatisfactory;
No impairment losses were recognised for 2017 based on this test. Q Decisions taken by local authorities which reduce or restrict the
Further every year the Group assesses if there are indicators that Group’s rights on assets impacting market values.
assets need to be impaired. Individual assets (operating plants, a mill Based on the occurrence of internal and external impairment
or kiln etc.) might be subject to impairment testing when following indicators the Group impaired a total of €90.1 million on tangible
triggering events happen: assets (2016: €42.7 million). Out of these impairments €38.5 million
Q An individual asset or group of assets (operating plant/plants) are occurred in Asia, €35.5 million in South America, €9.2 in Australia and
physically damaged (e.g. fire or natural disaster); €7.0 million in Europe.
Q An individual asset or group of assets (operating plant/plants) is
idle;
THE DEPRECIATION AND IMPAIRMENT CHARGE IS RECOGNISED IN THE FOLLOWING LINE ITEMS IN THE STATEMENT OF INCOME:
LEASED ASSETS
RESTRICTIONS
The Group leases land and buildings, plant and processing Restrictions on title and property, plant and equipment pledged
equipment and mobile equipment under a number of finance lease as security for liabilities at 31 December 2017 amounts to zero
agreements. At 31 December 2017, the carrying amount for leased compared to €3.1 million per 31 December 2016. This movement is
land and buildings was €0.6 million (2016: €1 million), plant and explained by our divestments of MCS Mining Industry Lao Co. Ltd. in
processing equipment €0.9 million (2016: €1.1 million) and mobile Asia.
equipment €4.1 million (2016: €2.8 million). The increase of leased
mobile equipment is mainly due to new finance lease contracts in
Germany.
45
17 INTANGIBLE ASSETS AND GOODWILL
Mineral Rights Development
In thousands of euro Note and E&E costs Goodwill Costs Other 2O17 2O16
Balance at end of previous period as reported 199 815 257 518 5 910 153 295 616 538 680 366
Balance at end of previous period restated 199 815 257 518 5 910 153 295 616 538 687 017
Balance at end of period 181 765 209 335 6 891 152 238 550 229 616 538
Balance at end of previous period (122 002) (180 119) (5 813) (74 008) (381 942) (388 069)
Balance at end of period (118 283) (143 184) (6 005) (85 268) (352 740) (381 942)
Carrying amounts at 1 January as reported 77 813 77 399 97 79 287 234 596 292 297
Carrying amounts at 1 January as restated 77 813 77 399 97 79 287 234 596 298 948
Carrying amounts at 31 December 63 482 66 151 886 66 970 197 489 234 596
Based on the outcome of the yearly impairment testing on cash-generating units containing goodwill, there were no impairment losses
recognised for 2017 (see further).
Every year the Group assesses if there are indicators that assets million on intangible assets and €3.7 million on goodwill. They were
need to be impaired. Based on the occurrence of internal and recognised in Europe and Asia (€7.9 million) and in South America
external impairment indicators the Group impaired a total of €8.1 (€3.7 million) respectively.
THE AMORTISATION AND IMPAIRMENT CHARGE IS RECOGNISED IN THE FOLLOWING LINE ITEMS IN THE STATEMENT OF INCOME:
For impairment testing, the carrying amount of a cluster of cash- Q Several operating plants form a portfolio of similar or
generating units including goodwill is compared with the recoverable complementary assets that are operating in the same active
amount of this cluster of cash-generating units. On the basis of the market presenting homogeneous macroeconomic characteristics
management structure a cluster of cash-generating units is defined (subject to the same economic and commercial influences).
generally as a Region (or in IFRS terms Operating Segments) Notwithstanding, individual assets (operating plants, a mill or kiln
whereas the cash-generating units equals the Strategic Business etc.) might be subject to impairment testing when following triggering
Segments within the five Regions. events happen:
Whenever a business combination takes place the carrying amount Q An individual asset or group of assets (operating plant/plants) are
of goodwill is allocated to each individual plant or mineral deposit or physically damaged (e.g. fire or natural disaster);
groups of plants and mineral deposits (cash-generating units) that Q An individual asset or group of assets (operating plant/plants) is
are expected to benefit from the synergies of the combination. idle;
A cash-generating unit consists of an operating plant including the Q Management has a plan to discontinue or to realign the strategic
mineral deposit or a group of operating plants if: direction of individual assets or group of assets (operating plant/
Q The performance of the cash inflow-generating assets of one plants) because economic performance is unsatisfactory;
operating plant interact with the performance of other operating Q Decisions taken by local authorities which reduce or restrict the
plants because of homogeneous or complementary production Group’s rights on assets impacting market values.
processes in terms of portfolio of minerals, transformation The Group has defined 5 clusters of cash-generating units and
processes and applications; impairment tests are annually conducted in September.
47
The recoverable amount of all the cash-generating units is based Q The period over which management used projected cash flows
on value in use calculations. Those calculations use cash flow based on financial budgets/forecasts approved by management
projections based on budget/forecast plans. The key judgments, generally follows the useful life of the mineral deposit attached to
estimates and assumptions used in the value in use calculations are the cash-generating unit, because extractive industries is a long-
as follows: term business. For cash-generating units not having their own
Q The first year of the model is based on budgeted free operating resources, the cash flow projection is limited to a ten-year period
cash flows for the next year; and a terminal value is determined on the basis of a multiple
Q In the second to third years of the model, free operating cash applied on the tenth year discounted cash flow.
flows are based on the Group’s three years forecast plan. Q The projections are made in the functional currency of the
Sibelco’s forecast plan is based on external sources in respect cash-generating unit and discounted at the unit’s after-tax
of macro-economic assumptions, industry, inflation and foreign weighted average cost of capital (WACC). The discount rates are
exchange rates, past experience and identified initiatives in determined by reference to an assessment of the WACC of groups
terms of market share, revenue, variable and fixed cost, capital present in the sector; adjusted per country. The discount factors
expenditure and working capital assumptions; are reviewed annually. The WACC ranged between 7.68 percent
Q Free operating cash flows after the first three-year period and 16.68 percent in nominal terms for goodwill impairment
are extrapolated generally using expected annual long-term testing conducted for 2017:
consumer prices indices and based on external sources;
% debt 25.00%
% equity 75.00%
Attributable to:
Interests in joint arrangements 6 17 193 26 420
Investments in associates 7 10 436 10 989
The Group’s share recognised in profit or loss in its associates and In 2017, the Group has disposed its interest in EDK Mineraçao S.A.
joint-ventures (see notes 6 Interest in joint arrangements and 7 (Brazil – owned 35 percent). Following schedule reflects the effect of
Investments in associates) for the year ended 31 December 2017 the disposal:
was €2.8 million profit (2016: €1.3 million profit).
19 FINANCIAL ASSETS
NON-CURRENT FINANCIAL ASSETS:
49
20 DEFERRED TAX ASSETS AND LIABILITIES
RECOGNISED DEFERRED TAX ASSETS AND LIABILITIES
Deferred tax assets and liabilities are attributable to the following items:
Net
Assets 2017 Assets 2016 Liabilities 2017 Liabilities 2016 2017 Net 2016
Property, plant and equipment (44 287) (68 929) 135 114 246 546 90 827 177 617
Leased assets - (145) - 358 - 213
Intangible assets (50 748) (55 285) 28 198 34 566 (22 549) (20 719)
Financial assets (8 007) (3 342) 27 336 658 19 329 (2 684)
Inventories (6 957) (12 661) 2 908 1 321 (4 048) (11 340)
Trade and Other Receivables (4 260) (2 154) 521 264 (3 738) (1 890)
Interest bearing loans & borrowings (7 380) (565) 3 891 - (3 490) (565)
Provisions (79 299) (71 288) 8 496 4 007 (70 802) (67 281)
Employee benefits (25 127) (38 976) 19 (781) (25 108) (39 757)
Trade and Other Payables (6 360) (3 049) 2 355 (537) (4 005) (3 586)
Deferred government grants - - - 869 - 869
Other items (1 778) (25 533) 11 594 48 950 9 816 23 417
Tax loss carry-forwards (60 555) (63 327) - - (60 555) (63 327)
Tax (assets) / liabilities (294 756) (345 254) 220 433 336 221 (74 322) (9 033)
Net tax (assets) / liabilities (259 865) (274 024) 185 543 264 991 (74 322) (9 033)
Property, plant and equipment 226 850 (48 745) - 1 525 - (4 490) 2 476 177 616
Leased assets 182 25 - - - - 6 213
Intangible assets (10 912) (12 792) - 6 939 - (3 401) (553) (20 719)
Financial assets (959) (2 925) 810 - - 381 9 (2 684)
Inventories (12 232) 1 138 - - - 57 (302) (11 339)
Trade and other receivables (1 048) (868) - - - 1 25 (1 890)
Interest bearing loans & borrowings (613) 52 - - - - (4) (565)
Provisions (55 518) (9 388) - (550) - (790) (1 036) (67 282)
Employee benefits (35 657) 15 (6 395) - - 1 649 631 (39 757)
Trade and other payables (9 804) 6 275 - - - - (57) (3 586)
Deferred government grants 854 34 - - - (2) (18) 868
Other items 4 052 10 432 - - - 8 365 570 23 419
Tax loss carry-forwards (96 346) 47 103 - - - (12 824) (1 260) (63 327)
Recognised Acquired
Balance in profit or Recognised in business Translation Balance 2017
In thousands of euro Note 31, Dec. 2016 loss in equity/OCI combinations Divestments Reclasses differences December
Property, plant and equipment 177 616 (35 896) - 1 897 - (36 263) (16 527) 90 827
Leased assets 213 - - - - (213) - -
Intangible assets (20 719) (3 421) - (317) - (675) 2 583 (22 549)
Financial assets (2 684) (2 896) (240) - - 25 148 1 19 329
Inventories (11 339) 1 220 - - - 5 415 655 (4 048)
Trade and other receivables (1 890) (32) - 284 - (2 308) 208 (3 738)
Interest bearing loans & borrowings (565) (3 358) - - - 352 81 (3 490)
Provisions (67 282) (14 882) - (462) - 7 776 4 048 (70 802)
Employee benefits (39 757) (16 025) 10 827 - - 17 612 2 235 (25 108)
Trade and other payables (3 586) 4 385 - (961) - (4 144) 301 (4 005)
Deferred government grants 868 - - - - (868) - -
Other items 23 419 (641) - - (21) (11 542) (1 397) 9 816
Tax loss carry-forwards (63 327) 2 415 - - 638 (1 716) 1 436 (60 555)
Total 3,14 (9 033) (69 132) 10 587 441 616 (1 426) (6 375) (74 322)
51
21 OTHER NON-CURRENT ASSETS
In thousands of euro 2O17 2O16
Cash guarantees, at cost 1 234 1 009
Other 9 465 13 843
22 INVENTORIES
In thousands of euro 2O17 2O16
Raw materials 75 950 79 120
Consumables 14 982 15 414
Work in progress mining & industrial treatment 19 672 22 335
Finished goods mining & industrial treatment 164 788 197 665
Goods purchased for resale 35 108 35 608
Spare Parts 47 240 47 187
Write-downs (23 069) (20 703)
The cost of raw materials and consumables was €326.7 million Write-downs are related to slow moving inventories as they may be
(€370.3 million in 2016) and of goods purchased for resale €102.1 an indicator that the net realisable value is likely to be less than cost,
million (2016: €91.4 million), both recognised as an expense in profit i.e. it is likely to become obsolete before it can be sold. Write-downs
or loss. are triggered whenever inventory exceeds twelve months production
or sales volumes.
Cash and cash equivalents in the statement of cash flows 139 077 69 414
53
25 CAPITAL AND RESERVES
CAPITAL AND RESERVES SHARE CAPITAL AND SHARE PREMIUM
The various components of capital and reserves and the changes The issued capital of the Company as per 31 December 2017
therein from 31 December 2016 to 31 December 2017 are presented amounts to €25.0 million, represented by 470 170 fully paid ordinary
in the Consolidated Statement of Changes in Equity. shares without par value.
In thousands of euro
TRANSLATION RESERVE instruments related to hedged transactions that have not yet affected
The translation reserve comprises all foreign exchange differences profit or loss.
arising from the translation of the financial statements of foreign
entities of the Company. RESERVE FOR TREASURY SHARES
At 31 December 2017 the Group held 34 994 (2016: 34 994) of the
HEDGING RESERVES Company’s shares. Throughout the year no new treasury shares were
The hedging reserve comprises the effective portion of the acquired.
cumulative net change in the fair value of cash flow hedge
In thousands of euro
DIVIDENDS
In March 2018 a dividend of €72.7 million (€154.56 per ordinary recognised in the accounts. The difference between the proposed
share) has been recommended by the Board of Directors, but has not dividend and the interim dividend has not yet been recognised.
yet been approved by the General Meeting of Shareholders of SCR- The following dividends were declared and paid by the Group on the
Sibelco NV. On 10 October, 2017 an interim dividend of €26.9 million Company’s shares, excluding dividends paid for treasury shares, for
gross (€57.14 per ordinary share) has already been declared and the year ended 31 December:
The principle finance agreements do contain financial covenants. of December 2017, the Group was well below any of these financial
The Group’s financial covenants have been set to provide the Group covenants.
with a very strong buffer in case of further cash needs driven by At 31 December 2017, the Group had available €575.0 million of
working capital, Capex, acquisitions or pressure on its EBITDA. End undrawn committed borrowing facilities.
55
B. RECONCILIATION BETWEEN THE OPENING AND CLOSING BALANCES FOR LIABILITIES ARISING FROM
FINANCING ACTIVITIES
Gross debt 962 964 (113 371) 755 (21 236) (48 338) 780 774
27 EMPLOYEE BENEFITS
Sibelco Group companies maintain retirement, post-retirement, results as at 31 December 2016. Any agreed changes to the recovery
medical and long-term benefit plans in several countries in which the plan and contributions will be reflected during 2018.
Group operates. Closure to future accrual will limit future growth in the defined
benefit obligation. Scheme designed trigger points will automatically
POST-EMPLOYMENT DEFINED BENEFIT PLANS switch growth assets to matching assets when their values have
reached pre-agreed targets. If the Scheme becomes fully funded
UNITED KINGDOM and in surplus, “deficit” contributions to the Scheme would cease
United Kingdom represents 45 percent of the obligations as per and ultimately it is possible the surplus could be refunded to the
31 December 2017. The Sibelco UK Final Salary Pension Scheme sponsoring employers once all benefits have been secured.
is closed to new entrants and future accrual. All previous active
members of the Scheme entered a new defined contribution section UNITED STATES
of the Scheme from 1 January 2014, while all new employees United States represents 24 percent of the obligations as per 31
hired since 1 January 2003 have been offered entry to a separate December 2017. In the United States (“U.S.”), the Company sponsors
defined contribution plan. The Scheme is formally governed by a a defined benefit plan, the Unimin Corporation Pension Plan (hourly
consolidated Trust deed and rules, which ensures the assets of the and salaried) (the “Pension Plan”) and a nonqualified supplemental
Scheme are segregated from those of the sponsoring employers. benefit plan, the Unimin Corporation Pension Restoration Plan (the
The Scheme has a statutory funding objective to ensure that it has “Restoration Plan”). The Pension Plan is a funded plan. Minimum
sufficient and appropriate assets to cover its technical provisions funding and maximum tax-deductible contribution limits for the
(Pension Act 2004). Liabilities are exposed to interest rate risk, Pension Plan are defined by the Internal Revenue Service. The
inflation risk and demographic risk (mortality, turnover). Assets are Restoration Plan is unfunded. Salaried participants accrue benefits
exposed to interest rate risk, market risk, and credit risk. The Trustee based on service and final average pay. Hourly participants’
has agreed that Scheme’s defined benefit Section should have a benefits are based on service and benefit formula. The Pension
strategic asset allocation. Plan was closed to new entrants effective on 1 January 2008, and
With the value of the UK Scheme’s assets being less than the union employee participation in the Pension Plan at the last three
Trustee’s technical provisions, a recovery plan has been agreed unionized locations participating in the Plan was closed to new
between the sponsoring companies and the Trustees of the Scheme entrants effective on 1 November 2017. Until the Restoration Plan
to eliminate the difference by payment of additional “deficit” was amended to exclude new entrants on 15 August 2017, all
contributions. The aim is to eliminate the deficit by 31 October 2024 salaried participants eligible for the Pension Plan were also eligible
by making deficit contributions of £4.94 million in 2017, increasing for the Restoration Plan. An independent trustee has been appointed
by 3 percent each first of January thereafter. This is in addition to a for the Pension Plan whose responsibilities include custody of plan
contribution towards the Scheme administration of £0.4m per annum. assets as well as recordkeeping. A pension committee consisting of
At the latest, the next triennial valuation will be based on the Scheme members of senior management provides oversight through quarterly
meetings. In addition, an independent advisor has been engaged to
57
provide advice on the management of the plan assets. The primary The Belgian defined-contribution pension plans are by law subject
risk of the Pension Plan is the volatility of the funded status. Liabilities to minimum rates of return to be guaranteed by the employer.
are exposed to interest rate risk and demographic risk (e.g., mortality, Pension legislation was amended at the end of 2015. This amended
turnover, etc.). Assets are exposed to interest rate risk, market risk, legislation defines the minimum guaranteed rate of return on an
and credit risk. In addition to these retirement plans in the U.S., annual basis as a variable percentage linked to the 24 month
the Company offers a retiree medical plan that is exposed to risk average of the Belgian government bond yields (OLO 10Y).
of increases in health care costs. The retiree medical plan covers Minimum rates can however not be lower than 1.75 percent and
certain salaried employees and certain groups of hourly employees. not be higher than 3.75 percent. For 2016 and 2017 the minimum
guaranteed rate of return is 1.75 percent on employer contributions
CANADA AND MEXICO and employee contributions. The previous rates (3.25 percent on
Canada and Mexico represent 13 percent of the obligations as per 31 employer contributions and 3.75 percent on employee contributions)
December 2017. In Canada, the Company sponsors three retirement continue to apply to the accumulated past contributions in the Group
plans. Two of the retirement plans are for hourly employees and insurance per 31 December 2015. As a consequence of the legal
one is for salaried employees. The plan for salaried employees has change the defined contribution plans have been reclassified as
been closed to new entrants since 1 January 2008. In addition, there defined benefit plans during 2016.The net liability equals €1.3 million
are two post-retirement medical plans. In the case of the Canadian per 31 December 2017 (€0.9 million as per 31 December 2016).
pension plans, minimum funding is required under the provincial Benefits in Italy and France relate to the mandatory retirement
Pension Benefits Act (Ontario) and regulations and maximum funding benefits of the defined benefit type.
is set in the Federal Income Tax Act of Canada and regulations.
The pension plan is administered by Unimin Canada. A pension ASIA & AUSTRALIA
committee exists to ensure proper administration, management and Australia represents 1 percent of the obligations as per 31 December
investment review with respect to the benefits of the pension plan 2017. The Australian defined benefit pension plan is a closed final
through implementation of governance procedures. The medical salary plan for Australian employees, which requires contributions
plan is administered by an insurance company, with Unimin Canada to be made to a separately administered fund. The level of benefits
having the ultimate responsibility for all decisions. provided depends on the member’s length of service and salary at
In Mexico, the Company sponsors four retirement plans of which two retirement age. The pension plans are exposed to Australia’s inflation,
are seniority premium plans as defined by Mexican Labour Law. The interest rate risks and changes in the life expectancy for pensioners.
remaining plans are defined benefit plans with a minimum benefit As the plan assets include investments in quoted equity shares of
equal to severance payment by unjustified dismissal according to entities across a number of sectors, Australian pension plan is also
Mexican Labour Law. Minimum funding is not required, and maximum exposed to equity market risks.
funding is defined according to the actuarial cost method registered The Group has complementary retirement plans in Taiwan and Japan.
with the Mexican Tax Authority. Investment decisions are made by an The plan in Taiwan is closed for new entrants.
administrative committee of Grupo de Materias Primas pension plans. The reported liabilities for Thailand, India, Indonesia, Malaysia, the
All plans in Mexico pay lump sums on retirement and pension plans Philippines and Korea mainly relate to mandatory retirement benefits
pay benefits through 5 annual payments conditioned on compliance of the defined benefit type.
with non-compete clauses. Liabilities in Asia account in total for 0.3 percent of the obligations as
per 31 December 2017.
EUROPE
Other plans in Europe represent 17 percent of the obligations per 31 TERMINATION BENEFITS
December 2017. The main defined benefit plans are located in the The termination benefit plans (3) are early retirement plans mainly in
Netherlands, Germany and Sweden. These are all retirement plans Belgium.
that generally provide a benefit related to years of service and rates
of pay close to retirement. The plans in the Netherlands are insured
and are closed for future salary accruals and to new entrants. In
case of Germany, the Netherlands and Sweden, the benefit is also
paid in case of death or disability. All plans have been established in
accordance with common practice and legal requirements in each
country.
Present value of funded obligations 592 667 48 29 592 744 604 230 121 751 605 102
Fair value of plan assets (467 038) (38) - (467 076) (487 914) (33) (795) (488 742)
Present value of net funded obligations 125 629 10 29 125 668 116 316 88 (44) 116 360
Present value of unfunded obligations 36 692 1 617 19 365 57 674 56 223 1 874 6 162 64 259
Total defined benefit liabilities / (assets) 162 321 1 627 19 394 183 342 172 539 1 962 6 118 180 619
Liabilities 162 321 1 627 19 394 183 342 172 539 1 962 6 834 181 335
(Assets) - - - - - - (716) (716)
Net liability at 31 December 162 321 1 627 19 394 183 342 172 539 1 962 6 118 180 619
MOVEMENTS IN THE NET LIABILITY FOR DEFINED BENEFIT OBLIGATIONS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION
Net liability at 1 January 172 539 1 962 6 118 180 619 147 904 1 434 6 334 155 672
Contributions by employer (17 928) (330) (929) (19 187) (18 337) (351) (165) (18 853)
Expense recognised in the statement 16 737 176 14 931 31 844 16 525 855 29 17 409
of income
Remeasurments loss (gain) included 3 238 - - 3 238 29 105 - 1 29 106
in OCI
Other movements 535 (180) (763) (408) 1 581 - (74) 1 507
Exchange differences (12 800) (1) 37 (12 764) (4 239) 24 (7) (4 222)
Net liability at 31 December 162 321 1 627 19 394 183 342 172 539 1 962 6 118 180 619
59
CHANGES IN THE PRESENT VALUE OF THE DEFINED BENEFIT OBLIGATIONS
At 1 January 660 453 1 995 6 913 669 361 654 371 1 457 7 161 662 989
Service cost 11 383 10 14 927 26 320 10 218 25 20 10 263
Interest cost 13 17 604 1 18 17 623 21 450 4 25 21 479
Benefits paid (27 949) (283) (929) (29 161) (50 386) (333) (160) (50 879)
Actuarial losses (gains) 11 329 (108) (20) 11 201 77 783 14 (16) 77 781
Tax on contributions paid - - - - (152) - - (152)
Past service cost 77 234 - 311 689 812 - 1 501
Liabilities extinguished on - - - - (20 834) - - (20 834)
settlement
Other movements 1 015 (180) (1 400) (565) 2 195 14 (79) 2 130
Exchange differences (44 514) (4) 31 (44 487) (34 881) 2 (38) (34 917)
At 31 December 629 398 1 665 19 540 650 603 660 453 1 995 6 913 669 361
THE SPECIFICATION OF THE ACTUARIAL GAINS AND LOSSES FOR 2017 IS THE FOLLOWING:
Total 11 201
Total actuarial gains and losses were €11.2 million, mainly arising from the change in financial assumptions in the UK and US (€22.0 million).
At 1 January (487 914) (33) (795) (488 742) (506 467) (23) (827) (507 317)
Return on plan assets 13 (13 138) - - (13 138) (16 485) - - (16 485)
Actuarial (gains) losses (8 091) (1) 5 (8 087) (48 678) 1 - (48 677)
Administration costs 815 40 - 855 653 - - 653
Assets distributed on settlements (4) - - (4) 20 834 - - 20 834
Contributions by employer and (17 586) (330) (1 271) (19 187) (18 357) (351) (158) (18 866)
employee
Benefits paid 27 607 283 1 271 29 161 50 538 341 158 51 037
Other movements (480) - 638 158 (593) - 1 (592)
Exchange differences 31 714 3 6 31 723 30 641 (1) 31 30 671
At 31 December (467 077) (38) (146) (467 261) (487 914) (33) (795) (488 742)
61
COMMENT ON RESULTS POST-EMPLOYMENT BENEFITS
During 2017, both Defined Benefit Obligations on post-employment exchange difference (€31.7 million). The amounts at both sides are
benefits and Plan Assets have been decreased. The funded position, therefore not similar taking into account the amounts involved (plan
i.e. ratio of Plan Assets to Defined Benefit Obligation, has remained assets of about €467.0 million against a DBO of about €629.0 million).
the same to around 74 percent (2016: 74 percent). This results from The Defined Benefit Liability has decreased during the year from
the evolution of the DBO and is due to the interest cost and service €172.5 million to €162.3 million which is mainly due to the positive
cost during 2017 (€29.0 million), the negative effect of actuarial gains effect of the contribution of employer (€17.9 million), the exchange
(€11.3 million) and a positive exchange difference (€44.5 million), differences (€12.8 million) offset by the expenses recognised in
while the evolution of the assets is mainly due to the real return on the income statement (€16.7 million) and the re-measurement loss
plan assets (amounting to a total of €21.2 million), the employer included in OCI (€3.2 million).
contributions (amounting to a total of €17.6 million) and a positive
2O17 2O16
Government bonds 9.38% 9.48%
Corporate bonds 15.99% 17.59%
Equity 15.73% 15.65%
Cash 3.62% 3.64%
Property 3.64% 3.30%
Insurance contracts 16.58% 16.94%
Other 35.05% 33.40%
In the plan assets there are no own equity instruments and no amounts to €21.2 million or 4.3 percent (2016: €65.2 million or 12.9
property used by the Group. The real return on assets over 2017 percent).
2O17 2O16
Discount rate 2.83% 3.06%
Rate of salary increases 2.24% 2.21%
Inflation rate 2.61% 2.66%
Medical trend rate 4.67% 4.70%
Pension increase rate 2.69% 1.61%
The discount rate and the rate of salary increases were weighted by pensions rather than lump sums on retirement. The medical rate
the defined benefit obligation, the expected return on assets by the shown is the ultimate rate, which is used for periods over five years.
assets, the medical trend rate is weighted by the Defined Benefit The best estimate of the employer contributions which the Group
Obligation of the medical plans and the pension increase rate is expects to pay for 2017 amounts to €14.3 million.
weighted by the Defined Benefit Obligation of the plans paying The average duration of the defined benefit plan obligation at the end
of the reporting period is 16 years (2016: 17 years).
Effect on the aggregate of the service cost and finance cost 622 (611) 744 (870)
Effect on the defined benefit obligation 23 406 (24 792) 25 491 (27 084)
Effect on the aggregate of the service cost and finance cost 289 (278) 421 (263)
Effect on the defined benefit obligation 10 482 (10 251) 11 498 (11 223)
Effect on the aggregate of the service cost and finance cost 52 (49) 75 (73)
Effect on the defined benefit obligation 585 (560) 1 010 (967)
The sensitivity analyses are based on a change in an assumption (present value of the defined benefit obligation calculated with the
while holding all other assumptions constant. In practice, this is projected unit credit method at the end of the reporting period) has
unlikely to occur, and changes in some of the assumptions may be been applied as when calculating the pension liability recognised
correlated. When calculating the sensitivity of the defined benefit within the statement of financial position.
obligation to significant actuarial assumptions, the same method
HISTORICAL INFORMATION
2012
In thousands of euro 2017 2016 2015 2014 2013 Restated
Present value of the defined benefit obligations (650 603) (669 361) (662 989) (630 060) (527 855) (555 707)
Fair value of plan assets 467 261 488 742 507 317 472 594 405 916 388 862
Deficit in the plans (183 342) (180 619) (155 672) (157 466) (121 939) (166 845)
Experience adjustments: (increase)/decrease plan liabilities 4 140 (9 213) (4 161) 6 299 (1 842) 1 359
Experience adjustments: increase/(decrease) plan assets 8 087 48 677 (14 802) 23 132 17 836 14 347
63
28 PROVISIONS
Other movements (12 965) (15 432) 71 854 2 342 45 800 (5 525)
Balance at 31 December 1 166 12 240 338 164 22 293 373 863 285 973
There are many complexities in calculating an estimate of the - jeopardize the Group’s long term viability (expected lifetime
expenditure to be incurred. Technological advances may reduce of the operation), or;
the ultimate cost of mine closure and may also affect the timing by - risk renewal or prolongation of necessary permits and rights
extending the existing expected recoveries from the reserves. The to exploit, or;
estimate is updated at each reporting date. Q Every year when the operation has an expected lifetime of less
Our active and inactive managed facilities are required to have than 5 years.
closure plans. As from 2015, detailed closure planning requirements In the light of this process the Group has made additional provisions
were introduced through our Closure Plan Policy, with each asset for site restoration and plant demolition to the amount of €121.8
required to develop a closure plan as part of their life of asset plan. In million out of which €26.2 million was charged to profit or loss and
addition, a new sustainability process was implemented focusing on €95.7 million has been capitalised as part of the cost of mineral
closure planning, cost estimation and closure objectives at operating assets (mainly in Europe for €71.8 million, North America €16.6
assets. Integrating closure planning in the early stages of project million, Australia €4.3 million) – see note 16 Property, plant and
development and through an asset’s lifecycle helps us to leave equipment. At the end of 2017 all our managed facilities have closure
a positive legacy of sustainable development, minimize financial plans in place.
impacts and ensure stakeholder expectations are met. Closure plans During 2017, one of our subsidiaries in the Netherlands has been
provide the basis for estimating the financial costs of closure and the confronted with accidental external contamination, with a recall of
associated accounting closure and rehabilitation provisions. product as a consequence. Therefore the Group was confronted
Closure plans are reviewed at the following frequency: with customer complaints and in this respect a provision has been
Q Every 5 years, or; recognised in 2017 which relates to the direct operating costs of
Q When significant changes occur: product contamination. These include costs for removal of product,
• In the operation, cleaning costs and professional fees.
• in local regulatory requirements or constructive obligations, In 2018 the Group will further follow up the different aspects of
• in stakeholder interests or the local environment that: the direct and indirect consequences. In case new information is
received, the Group will update its current best estimate.
65
PENALTIES, LEGAL CLAIMS AND OTHER an additional provision of €1.7 million relating to the acquisition of
Provisions for penalties, legal and other claims are mainly related Ecopiave S.r.l. (see note 3 Business combinations) and various small
to Europe and South America. In 2017 the Group has recognised additions have been recognised for fines and litigation.
Government grants - -
Other 2 174 1 201
Other non-current liabilities of the Group were €16.0 million, mainly Other current liabilities of the Group were €10.4 million (2016: €10.1
relating to government grants (€12.3 million) for railroad works in million) and mainly consist of fair value derivatives for hedging
the US and to Health and safety, Production improvement and R&D operational risk.
grants. The Group has still interest rate swaps (IRS) for the nominal value
of €50 million, all non-current which will mature in 2019 (see note 31
Financial instruments).
31 FINANCIAL INSTRUMENTS
The Group uses derivate financial instruments to hedge the exposure The Group has decided to fix the interest rate for the majority of
to fluctuations in foreign exchange rates and interest rates. Some its debt. Following this decision, the interest rate risk is hedged by
hedges qualify for hedge accounting, others are treated as ‘free- means of interest rate swaps for which cash flow hedge accounting
standing instruments held for trading’ for hedging financial assets is applied.
and liabilities in foreign currencies compliant with the Group’s FX The FX risk related to the AUD Private Placement of SCR-Sibelco NV
policy. is hedged by cross currency swaps.
CREDIT RISK
The Group believes that, apart from the above, no additional impairment allowance is necessary in respect of trade receivables not past due.
The movement in the allowance for impairment in respect of trade receivables during the period was as follows:
67
In thousands of euro Note 2O17 2O16
Balance at 1 January 12 740 15 915
LIQUIDITY RISK
For the Interest Rate Swaps only the contractual outflows were reported as they are compensated by the interests on floating bank
considered. The incoming flows, related to the floating leg, are not borrowings, which are also not reflected.
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting
agreements:
Total 780 775 (876 500) (131 519) (703 502) (41 478)
Total 962 964 (1 107 243) (194 707) (520 083) (392 453)
The following table indicates the period in which the cash flows to occur. They will be recycled through profit or loss in the same
associated with derivatives that are cash flow hedges are expected periods:
2016
Contractual
Note Carrying amount cash flows Less than 1 year 1-5 years More than 5 years
69
CURRENCY RISK
Transactional Exposure
Trade, other receivables and 23 256 (198 252) (57 363) (101 812) (28 273) 17 659 126 024 3 937 -
cash & cash equivalents
Interest bearing loans and - (15 466) 89 890 (131 101) 116 136 (1 221) (100 057) (1 107) -
borrowings
Trade and other payables (28 707) (44 582) (5 541) (2 134) (6 862) (25 260) (29 660) (5 480) -
Gross balance sheet exposure (5 451) (258 300) 26 986 (235 046) 81 001 (8 822) (3 693) (2 650) -
Forward exchange contracts 4 350 230 719 (24 720) 235 792 (73 476) 6 898 29 476 3 050
Total (1 101) (27 581) 2 266 746 7 526 (1 924) 25 783 400 -
Economical Exposure
Estimated forecast sales/ 2 422 50 775 - - 10 448 - - - -
receivables
Estimated forecast pur- (497) (28 659) - - (248) - (14 836) - -
chases
In thousands of euro
Carrying amount Fair value 2017 Carrying amount Fair value 2016
Note 2017 Level 2 2016 Level 2
PRIVATE PLACEMENT:
Non-current 26 (488 763) (506 318) (545 699) (571 539)
FIXED RATE FINANCIAL LIABILITIES :
Non-current 26 (71 428) (71 428) (85 714) (85 714)
Current 26 (14 286) (14 286) (14 286) (14 286)
FLOATING RATE FINANCIAL LIABILTIES:
Non-current 26 (96 495) (96 495) (184 324) (184 324)
Current 26 (105 259) (105 259) (128 757) (128 757)
INTEREST RATE SWAPS:
Liabilities (2017: IRS €50 million - 2016: IRS €50 million) 30 (854) (854) (970) (970)
FORWARD EXCHANGE CONTRACTS:
Assets - hedge net financial position 19 3 539 3 539 7 991 7 991
Assets - hedge transactional and economical exposure 19 294 294 8 036 8 036
Liabilities - hedge net financial position 30 (7 439) (7 439) (3 261) (3 261)
Liabilities - hedge transactional and economical exposure 30 (886) (886) (5 631) (5 631)
HIERARCHY AND DETERMINATION OF FAIR VALUES In the context of IFRS 13, the Group has made an assessment of non-
All above fair values have a Level 2 nature, meaning that inputs used performance risk in respect of derivatives. The Group assessed that
for measurement are other than quoted prices within Level 1 that no value adjustments are required, taken into account the financial
are observable for the asset or liability, either directly (as prices) or strength of the counterparties (investment grade and the short term
indirectly (derived from prices). nature of the current portfolio).
The fair value of forward exchange contracts is determined using For the valuation and testing of derivative financial instruments
money market interest rates and the foreign exchange spot rates at for which hedge accounting is applied, the Group is using a fair
the balance sheet date. value model which meets the IFRS requirements regarding hedge
The fair value of interest rate swaps and cross currency interest rate effectiveness testing. For hedge effectiveness testing the dollar-offset
swaps are calculated as the net present value of the future cash method is applied.
flows.
71
32 OPERATING LEASES
The Group leases railway equipment, operating equipment, mineral agreements. The future minimum lease payments under non-
properties and buildings under a number of operating lease cancellable operating leases are due as follows:
In 2017, €77.7 million was recognised as an expense in profit or loss Under IFRS the railcar lease agreements in the US are classified
in respect of operating leases (2016: €68.2 million). as operating leases as at the inception of the lease, management
Sibelco leases mainly railcars, operating equipment and buildings concluded that the agreement did not transfer substantially all the
under a number of operating lease/rental agreements (both non- risks and rewards incidental to ownership. The leases also include an
cancellable and cancellable short-term contracts). option to buy the railcars towards the end of the lease term at its then
fair value.
33 COMMITMENTS
CAPITAL COMMITMENTS Under the terms of the merger agreement, at the closing of the
At 31 December 2017, the Group had commitments relating to transaction, Fairmount shareholders, including equity award holders,
property, plant and equipment amounting to €12.4 million (2016: will receive $170.0 million in cash, or approximately $0.74 per share
€35.9 million), of which €4.3 million in North America, €2.7 million in based on Fairmount’s current diluted share count, and will own 35
Europe, €5.4 million in Australia and €0.1 million in Asia. percent of the combined company, with Sibelco owning the remaining
65 percent. The transaction is structured to be tax-free to Fairmount
OTHER COMMITMENTS shareholders. Sibelco will maintain ownership of Unimin’s high-purity
On 12 December 2017, one of the Groups’ wholly owned subsidiaries quartz business, which mainly serves electronics manufacturers in Asia.
Unimin Corporation announced a definitive agreement under which it In connection with the transaction, the Group has secured fully
will combine in a tax-free, cash and stock transaction with Fairmount committed financing from Barclays Bank PLC and BNP Paribas to
Santrol (NYSE: FSMA), which has been approved by the Board of refinance both companies’ outstanding debt obligations and certain
Directors of both companies. transaction expenses. The companies believe that the strong and
The new company, which will list on the New York Stock Exchange, diversified cash flow resulting from the combination will allow the
will combine the two organizations’ strong product portfolios and combined company to pay down debt expeditiously.
asset footprints to create an industry-leading proppant and industrial Concurrent with closing, the combined company intends to list its
materials solutions provider, serving both energy and industrial shares on the New York Stock Exchange, while Fairmount will be
customers. delisted from the New York Stock Exchange.
The transaction is expected to close mid-2018, subject to the
approval of Fairmount shareholders, the receipt of regulatory
approvals and the satisfaction of other customary closing conditions
35 RELATED PARTIES
Dividends
Accounts Accounts Granted loans received from
In thousands of euro Sales Purchases Other costs receivable payable to associates associates
Glassflake Ltd 11 - - 5 2 - -
SCI Les Granet 17 6 3 38 3 330 -
Maffei Sarda Silicati SRL - - 27 - 631 544 -
Ficarex SRO - - - - - - 722
Sklopisek Strelec AS - 73 - - 11 - -
Dansand A/S 216 60 - 10 6 13 1 602
The Group has outstanding loans to associates for an amount of €0.9 Committee amounts to €16.3 million in 2017 (2016: €9.8 million), of
million (see note 19 – Financial assets) and has received dividends which €15.6 million for the members of the Executive Committee and
from its associates for a total amount of €2.3 million (see note 18 €0.7 million to board members (2016: €9.2 million and €0,6 million
Equity accounted investees). respectively). The total expense includes bonus and accruals for long
term incentives to be potentially paid over the next years (see note
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL 27 Employee Benefits) for the members of the Executive Committee.
The total remuneration expense recognised in profit or loss in relation None of key management personnel are granted share options or
to the members of the Board of Directors and to the Executive share based payment.
73
36 EXCHANGE RATES
The following exchange rates have been used in preparing the financial statements:
Total audit fees for 2017 were €5.3 million of which €3.0 million relates to the audit work on the restatement of the financials (to US GAAP) of
our wholly owned subsidiary Unimin Corporation for the upcoming transaction with Fairmount Santrol.
Other audit-related services mainly relate to transaction advisory services performed by EY.
39 GROUP ENTITIES
Argentina
El Volcan S.A. San Juan (AR) 100.00%
Australia
David Mitchell Lime Pty Ltd North Sydney (AU) 100.00%
Excelsior Quarry Pty Ltd North Sydney (AU) 100.00%
75
CONSOLIDATED COMPANIES, 31 DECEMBER 2017 REGISTERED SEAT/LOCATION EFFECTIVE INTEREST %
QMCH Pty Ltd Victoria (AU) 100.00%
Belgium
Cofisa NV Antwerpen (BE) 100.00%
Brazil
Caulim Do Nordeste SA Ipojuca-Recife (BR) 96.46%
Canada
909273 Ontario Inc Toronto (Ontario. CA) 100.00%
Chile
Cales El Volcan Limitada Santiago (CL) 100.00%
China
Sibelco Changsu Minerals Co Ltd Suzhou City (CN) 100.00%
Czech Republic
Kaolin Hlubany AS Podborany (CZ) 100.00%
Denmark
Sibelco Nordic A/S Rönne (DK) 100.00%
Egypt
Sibelco Egypt JSC Cairo (EG) 100.00%
Finland
Kalke Oy AB Espoo (FI) 100.00%
France
CERES SCEA Paris (FR) 100.00%
Georgia
Georgian Minerals Ltd Tbilisi (GE) 80.00%
Germany
Sibelco Deutschland GmbH Ransbach-Baumbach (DE) 100.00%
Greece
Sibelco Hellas Mining SA Thessaloniki (GR) 100.00%
India
Adarsh India Mining Pvt Ltd Hyderabad (IN) 100.00%
Indonesia
PT Bhumiadya Bandung (ID) 100.00%
77
CONSOLIDATED COMPANIES, 31 DECEMBER 2017 REGISTERED SEAT/LOCATION EFFECTIVE INTEREST %
Italy
Ecopate Robilante (IT) 90.00%
Japan
Sibelco Japan Ltd Nagoya (JP) 70.00%
Laos
Unichamp Laos Ltd Sorm Village (LA) 70.00%
Luxembourg
NZM Lux 1 SA Strassen (LU) 100.00%
Madagascar
Ambilobe Minerals SRLU Antananarivo (MA) 100.00%
Malaysia
Fineplus Sdn Bhd Petaling Jaya (MY) 88.00%
Mexico
Grupo Materias Primas de Mexico S. de RL de CV Monterrey (MX) 100.00%
Netherlands
Ankerpoort NV Maastricht (NL) 100.00%
New Zealand
Sibelco New Zealand Ltd Auckland (NZ) 100.00%
Norway
Olivin AS Sandvika (NO) 100.00%
Philippines
Unichamp Mineral Philippines Inc Manila (PH) 80.00%
Poland
Badger Mining sp.z.o.o. Tomaszów Mazowiecki (PL) 100.00%
Portugal
Sibelco Portuguesa Lda Rio Maior (PT) 100.00%
Russian Federation
GOK Nebolchi LLC Nebolchi (RU) 100.00%
79
CONSOLIDATED COMPANIES, 31 DECEMBER 2017 REGISTERED SEAT/LOCATION EFFECTIVE INTEREST %
Kvarsevye peski CJSC Eganovo (RU) 100.00%
Singapore
Sibelco Asia Pte Ltd Singapore (SG) 100.00%
South Korea
Sibelco Korea Co. Ltd (South Korea) Nonsan (SK) 99.96%
Spain
Sibelco Inversiones Argentina SL Bilbao (ES) 100.00%
Sweden
Sibelco Nordic AB Mölndal (SE) 100.00%
Switzerland
Sibelco Switzerland AG Birsfelden (CH) 100.00%
Taiwan
Sibelco Asia Pte Ltd, Bao Lin Branch Taichung (TW) 100.00%
Thailand
GTT Holdings Ltd Amphur Muang (TH) 100.00%
Turkey
Alabanda Madencilik Dis Ticaret AS Aydin (TR) 100.00%
Ukraine
Donbas Clays JSC Donetsk (UA) 100.00%
United Kingdom
Blubberhouses Moor Ltd Sandbach (UK) 100.00%
United States
Acquila Mineral Company Wilmington (Delaware, US) 100.00%
81
CONSOLIDATED COMPANIES, 31 DECEMBER 2017 REGISTERED SEAT/LOCATION EFFECTIVE INTEREST %
Unimin Specialty Minerals Inc Wilmington (Delaware, US) 100.00%
BRAZIL
Jundu Nordeste Mineracao Ltda Descalvado (BR) 49.54%
Czech Republic
Ficarex SRO Teplice (CZ) 50.00%
Denmark
Dansand A/S Braedstrup (DK) 50.00%
France
SCI Les Granet Cayeux Sur Mer (FR) 33.33%
Italy
Maffei Sarda Silicati SRL Florinas (IT) 49.90%
Malaysia
Coremax Malaysia Sdn Bhd Petaling Jaya (MY) 40.00%
United Kingdom
Exilica Covnetry (UK) 30.70%
Capex Expenditure for the acquisition of property, plant and equipment and intangible assets
Capital employed Working capital plus intangible assets, property, plant and equipment, leased assets and investment
properties
Earnings per share Net profit (share of the Group) divided by the number of ordinary shares outstanding during the period,
net of treasury shares
Free cash flow Free operating cash flow less interest paid, purchase of treasury shares, dividends paid and plus non-
recurring result, interest received and dividends received
Free operating cash flow EBITDA less income taxes paid, capex, changes in working capital, use of provisions and cash
contributions to defined benefit plans, plus income tax received, proceeds from sale of PP&E, revisions
and pension expenses recorded in EBITDA
Growth Capex Capital investments which are aimed at creating growth by increasing final output of existing products,
expanding outlets or distribution facilities in products and markets already served, and investments in
new minerals, new products, new markets segments or new geographic area
Net (financial) debt Non-current and current interest bearing loans & borrowings, bank overdrafts, non-current and current
deferred considerations on acquisitions, non-current derivative financial liabilities (both hedge and non-
hedge accounting for interest rate swaps) and non-current derivative financial assets, minus cash and
cash equivalents
Net profit (loss) (share of the Group) Profit of the period attributable to owners of the Company
Non-recurring result Operating income or expenses that do not occur regularly as part of ordinary activities (mainly
restructuring and business disposals)
Pay out ratio (%) Gross dividend per share divided by Earnings per share
Return on capital employed (%) REBIT/average capital employed during the period
Strategic Business Segment A Strategic Business Segment equals to a Cash Generating Unit (CGU)
Working capital Inventories, current trade and other receivables (excl. interest receivables), less current and non-
current trade payables, current other payables (excl. dividends and interest payables and deferred
considerations on acquisitions)
83
REPORT OF THE BOARD OF DIRECTORS
ON THE CONSOLIDATED
FINANCIAL STATEMENTS
In accordance with Art. 119 of the Belgian Company Code - Financial Year 2017
To the Statutory General Meeting of Shareholders of SCR-Sibelco NV to be held on 18 April 2018.
We have the pleasure of submitting for your approval the financial SCR-Sibelco NV is a Belgian industrial company with a mixed
statements for the financial year ended 31 December 2017 and character. On the one hand, it is a local Belgian industrial operator
reporting on the activities of the Company and its subsidiaries. with three major silica sand production facilities and, on the other
For the financial year 2017, the consolidated financial statements were hand, a holding company with subsidiaries which are all specialized
established and published according to the International Financial in the extraction, production and distribution of a broad range of high
Reporting Standards (IFRS) as adopted by the European Union. quality industrial minerals, located in 43 countries worldwide.
Consolidated results
*As of 2017 EBITDA includes the income on government grants which was not the case in prior years. Total income on governments grants for the year was €0.9 million.
This year we made good headway with our Vision 2020 transformation improvements in all regions and business segments, supported by the
programme and the implementation of the new strategy we defined positive impact of our global Value 150 optimisation Programme.
at the end of 2016. After two challenging years we paved the way As a result, we generated EBITDA of EUR 541 million on total Revenue
to sustainable revenue, EBITDA growth and value creation, driven of almost EUR 3.1 billion. Free operating cashflow was EUR 315
mainly by the recovery of the US energy market (frac sand for shale oil million, or EUR 409 on a recurring basis.
and gas), improved results in mineral sands in Australia and a better Also during 2017, we launched our new organisational model which
performance in the industrial and electronics segments in Asia. Europe will support success in our chosen markets and help us to become
had another excellent year, even outperforming 2016 results, whilst South more market-driven. As of 2018, our strategy will move from a region
America was significantly better than last year. Overall, we achieved focused to a market segment focused organisation.
Our group consolidated revenue reached EUR 3.1 billion compared NET RESULT
to EUR 2.7 billion for the same period last year, an increase of EUR Operational results were partly offset by non-cash impairments and
357 million or 13%. At constant scope and foreign currency impact one-off elements such as transaction costs related to the upcoming
the increase was 16%. merger with Fairmount Santrol and provisions related to the external
contamination case in the Netherlands. The impairments of certain
NORTH AMERICA assets are non-cash in nature and include plants in Indonesia, Brazil,
Revenue in North America was EUR 1 291 million, an improvement India and Australia as a result of lower than expected performance,
of EUR 316 million or 32% compared to last year. This increase was upcoming closures or a weaker outlook.
mainly driven by higher demand in the energy segment as a result Net result for the year was EUR 99 million. However, on a “recurring”
of increased frac drilling activities. This was amplified by a good basis (excluding one-off events) we would show a net profit of EUR
performance in our electronics business thanks to increased volumes 213 million. The share of the group in the net profit was EUR 96 million.
in the photovoltaic market.
CASH FLOW AND FUNDING
EUROPE Free Operating Cash Flow (FOCF) was EUR 315 million, which is
Europe enjoyed another excellent year with revenues of EUR 1 187 significantly better than last year. FOCF on a recurring basis was
million, a 5% increase compared to EUR 1 146 million last year. The EUR 409 million, again an increase compared to last year. More
improvement was mainly driven by increased volumes of cristobalite specifically, on top of our improved EBITDA, the group generated
and olivine, and by a stronger performance in ceramics (Ukrainian cash from the sale of assets, including EUR 13 million cash from the
clay and Turkish feldspar). sale of land in Australia (Lillydale).
As a consequence, our net financial debt of the Group decreased to
AUSTRALIA EUR 647 million with a net debt ratio of 1,19.
Thanks to the mineral sands segment, revenue in Australia was 6% In 2017, the group divested its shareholdings in
higher than 2016 with a total of EUR 300 million. Higher demand for Mineraalbewerkingsbedrijf Uikhoven (Belgium), Sibelco Colombia,
mineral sands products was evident from the start of the year, hence we MCS Mining Industry Lao Co (Laos) and EDK (Brazil) for a total
took the decision to cancel the foreseen closure of our Enterprise mine. consideration of EUR 9 million.
The group invested EUR 121 million in growth capex amongst - but
ASIA not limited to - the construction of a new cristobalite kiln in Dessel
Revenue in Asia decreased by 9% from EUR 244 million to EUR 223 (Belgium), some frac expansion projects in North America and a new
million, which is fully explained by the disposal of our Gilfair Clay hydrator in Galong. Additionally, we have spent EUR 5 million for the
operations at the end of 2016. Under constant scope, revenue was acquisition of additional shares in PT Bhumiadya (Indonesia), Eco-
in line with 2016. Throughout the year the main market dynamics Paté (Italy) and Ecopiave (Italy).
remained consistent. Electronics (display glass) and industrial (lime
exports) remain the main contributors to the robust performance of LOOKING AHEAD
our Asian business. As of 2018, our strategy will move from a region focused to a market
segment focused organisation and we anticipate organic growth in
SOUTH AMERICA all business units/business lines across the Group. We believe that
South America’s revenue was EUR 118 million, 5% higher than 2016 there will be further growth in the energy market in North America
thanks to an improved performance in the lime segment. with volume and margin improvements, additionally strengthened by
contributions from our Value 150 Optimisation Programme.
EBITDA A key milestone in the implementation of our new strategy was
2017 EBITDA for the Sibelco Group reached EUR 541 million, EUR reached in December when we announced the forthcoming merger
113 million better than in 2016. EBITDA in all regions and business of Unimin Corporation (our North American business) and Fairmount
segments improved, although the increase was largely driven by the Santrol, a leading US provider of high-performance silica sand. This
recovery of the energy market in North America and higher demand for exciting deal, which we expect to be completed by mid-2018 subject
mineral sands in Australia. These robust results were also supported by to regulatory review and customary closing conditions, will create a
the positive impact of our Value 150 Optimisation Programme. leading new company through which we will deliver unique value.
85
TECHNOLOGY AND INNOVATION Digitalization is another focus area that T&I drives together with
IT and Operational Optimization teams. Here we are aiming for
Technology & Innovation (T&I) was established in June 2016. Since automation, big data analysis, resource exploration and mine
then a lot of discussions, initiatives and projects have been started. management. To support our internal efforts, the Global Excellence
First successes working with overarching teams have been achieved. Teams (GET), virtual networks of experts in a specific field, were
T&I has started the creation of a cross functional / cross regional established. Examples are the GET “Lime Technology” and the
personal development program, the Sibelco Innovation Development GET “Smart Plant” aiming for new process technologies and plant
Program (SIDP), together with our HR partner. This program aims to concepts, like mobile or modular plants.
develop leaders for cross functional / cross regional collaboration. T&I is working together with many internal functional groups and
Furthermore, equipment and resources of all integrated laboratories people scattered across the whole group and globe regardless of
have been mapped. Together with our IT business partner, T&I reporting lines and regions.
has launched the Sibelco Innovation Portal (SIP) to make all this In order to utilize external knowledge to gain new insights and
information transparently available for the Sibelco Innovation experiences, T&I has started cooperation with Universities and
Community (SIC). The SIP provides further features to manage and is aiming to acquiring start-up companies to complement our
utilize our global knowledge (knowledge management). The T&I technology base. Responsible for this is the T&I “Technology
project portfolio has been reviewed, narrowed down and aligned with Partnering” team. Besides technology feasibility (technology push)
the business strategies of our Strategic Business Segments (SBSs). it is very important to also assess the space of market opportunities
This work was conducted together with all Segment Leaders and our (market pull). Therefore, T&I teams up with Strategic Marketing
PMO business partner. to evaluate markets and business cases for short- and mid-term
After release of the new Business Unit (BU) / Business Line (BL) horizons. Long-term opportunities will be handled by the “Strategic
structure together with all the business leaders, T&I has conducted Innovation” team. Based on the exhaustive mega trend analysis many
a concluding workshop to sign-off the projects, assign T&I business areas of opportunities have been identified by strategic marketing.
partners to each BU and BL and agree on the basic governance for These now need to be broken down into Sibelco’s arenas of
cooperation and partnering. In a subsequent workshop the T&I team business. T&I will support BU/BL immediate business objectives but
together with the HR business partner has immediately started to also challenge their future ambitions.
design a flexible, efficient and hence effective T&I organization fitting All these efforts are made to do our projects faster and with
the needs of our BUs. increasing success. A few quick wins were already realized with this
From the business strategies, T&I has established two new approach. The customer plays a key role in innovation. Therefore, T&I
overarching technology platforms: “Green Solutions”, aiming for together with the commercial team is establishing a new Technical
secondary raw materials and circular economy, and another one for Support function in order to assure that voice of customer is well
“Synthetic Minerals” aiming for production of high purity minerals received and understood utilizing our global T&I pool to meet their
and for geopolymers due to surface activation of inorganic waste needs and to explore new opportunities. T&I wants to become a true
materials. customer centric organization.
FINANCIAL RISK MANAGEMENT This note presents information about the Group’s exposure to each
of the above risks, the Group’s objectives, policies and processes
OVERVIEW for measuring and managing risk, and the Group’s management
The Group has exposure to the following risks from its use of financial of capital. Further quantitative disclosures are included throughout
instruments: these consolidated financial statements.
Q credit risk
Q currency risk CREDIT RISK
Q interest rate risk Credit risk is the risk of financial loss to the Group if a customer or
Q liquidity risk counterparty to a financial instrument fails to meet its contractual
obligations.
87
CORPORATE GOVERNANCE
BOARD OF DIRECTORS
The Board of Directors of SCR-Sibelco NV is the highest corporate
body within the Sibelco Group and it is assisted by an Audit
Committee and a Nomination and Remuneration Committee.
To our regret, M. Stanislas Emsens Sr., passed away in his home in Stanislas Emsens Sr. continued the work of his ancestors as pioneers
Lommel, on Friday 19 January 2018, at the age of 91. in sustainable development with a long-term vision, recognizing
Baron Stanislas Emsens Sr. was responsible for the international social responsibility towards people and nature. Under his decade-
expansion of Sibelco as a market player of world renown in the global long influence and inspiration, his philosophy of sustainability has
markets of industrial minerals and mineral solutions. As such, he is pervaded all Sibelco companies world-wide as from their start or
considered the father of Sibelco. from the moment they entered Sibelco. The concept of operational
A son of Walter Emsens, he started his career within the company in excellence characterizing Sibelco quarries and plants, finds its root
1949, at the age of 23, when he was appointed general manager. In in this vision which is the corner stone of Sibelco’s success. This, his
1958, he was nominated member of the Board and managing director. life’s work was crowned in 2006, when he received the title of Baron, a
Some decades later, in 1990, when the international expansion of well-deserved honour for this visionary and entrepreneur pur sang.
Sibelco was a fact, he would succeed to Baron Louis de Sadeleer as Until the very last moment, Mr. Emsens talked enthusiastically about
Chairman of the Board. the importance and the future of Sibelco, its workers and its goal, with
Stanislas Emsens Sr. pursued the tradition of the Belgian family the same passion and pride. Sibelco was his life.
enterprise of renown in an impressive way, a tradition shaped by The brilliant career he accomplished and the life he lived, would not
stable relations with the work force, special care for health and safety have been possible without the unconditional and steady support of
of the workers, respect and care for the environment long before these his spouse and pillar, Marie-Claire Boël.
became an integral part of entrepreneurship, as is the case today.
89
AUDIT COMMITTEE
The Audit Committee’s primary duties and responsibilities are to: permanent representative (Chairman of the Committee), Jacques
Q monitor the financial reporting process; Emsens and Michel Verhaeghe de Naeyer, and with this composition
Q monitor the effectiveness of the company’s system of internal it has the financial knowledge and experience required by the Charter
control and risk management; of the Audit Committee.
Q monitor the internal audit function and its effectiveness; The following persons attended these meetings on a regular basis:
Q monitor and assess the statutory audit of the company’s annual IDw Consult bvba having M. Bert De Graeve as permanent
and consolidated accounts and follow up on questions and representative, Jean-Luc Deleersnyder, Group CEO; Kurt Decat,
recommendations made by the external auditors; Group CFO; Frederic Guilmin, VP Group Internal Audit and Risk
Q review the independence of the external auditor in particular where Management and Patrick Rottiers as permanent representative of the
he is providing the company with additional services. external auditor, Ernst & Young Bedrijfsrevisoren.
The three non-executive Board members who composed the Audit In 2017, the Audit Committee convened four times.
Committee are: Cytifinance SA having M. Michel Delloye as a
EXECUTIVE COMMITTEE
Since 2006, the Board has delegated its management and operational
powers to the Executive Committee (ExCo) or Directiecomité as Q the development and monitoring of the short and long term plans,
defined in Article 524 of Belgian corporate law. The ExCo operates and the monitoring of the results of the various business segments
under the leadership of the CEO. and regional operations of the Group;
The objectives of the ExCo are: Q the implementation of internal controls based on the internal control
Q To maximize the return to our shareholders; and risk management framework approved by the Board;
Q To ensure the continued growth of the Group. Q the preparation of the annual accounts for presentation to and
The responsibilities of the ExCo include, among others: timely disclosure by the Board.
Q the development, implementation and monitoring of the strategy of The ExCo acts under the supervision of the Board, and is in charge of
the Group and each of its components and business segments; implementing the decisions of the Board.
The CEO functions as the prime interface between the Board and the
ExCo.
All meetings of the ExCo were attended by Phil Dibley, Group HR, as a For matters belonging to the authority of the ExCo, the Company shall
permanent invitee. be validly represented towards third parties by the joint signature of
The ExCo exercises the powers of management of the company and two members of the ExCo.
the Group’s components within the limits of the corporate purpose and The ExCo convened either in Antwerp, on site or via teleconferences
subject to the powers expressively vested by law in the Shareholders’ for a total of sixteen times during the commented year.
General Meeting and Board of Directors. The CEO is supported in the
exercise of his duties by the other members of the Exco.
INTERNAL AUDIT
The Internal audit and risk approach has been revisited in 2016 and INTERNAL CONTROLS FRAMEWORK
Frédéric Guilmin was appointed as VP Group Internal Audit and Risk At the request of the Board of Directors and the Audit Committee,
Management. management, in collaboration with internal audit, has designed
Sibelco Group’s external auditors are BCBVA ERNST & YOUNG a global internal controls framework. The global internal controls
(IRE N° B00160), with permanent representative Patrick Rottiers framework consist of 6 core fundamentals:
(IRE N° A01365). Q Group Policies and Standards,
Q definition of roles and responsibilities,
ENTERPRISE RISK MANAGEMENT Q segregation of Duties (SOD),
At the request of the Board of Directors and the Audit Committee, Q documented processes and related controls in procedures
management has developed a permanent global enterprise risk Q execution and evidencing of a defined set of control activities
management (ERM) framework and transposed it into a global Risk covering specific risks and periodic monitoring
Management Policy. A Global Risk Management function has been Q and documentation of compliance with these 6 core fundamentals
created to ensure that the ERM framework is implemented and In addition, Minimum Internal Control Standards (MICS) have been
becomes embedded in the day to day operations across the different defined for every function. Minimum Internal Control Standards are
functions (e.g. legal risk assessments, HS&E risk assessments…). The currently roll out and assessed across the organisation.
framework consists in the identification, assessment and prioritisation
of the key risks for Sibelco and the continued monitoring and reporting GLOBAL INTERNAL AUDIT
of those risks. At the request of the Audit Committee, a new global internal audit
The identified risks have been organised on a global and functional strategy has been defined in 2016. The global internal audit strategy
level into four different categories: strategy, operations, legal and is focussing on:
financial/reporting. Key risks are then classified by impact and Q improvement of the internal controls and risk management maturity;
likelihood on basis of a standardised scale. Ownership is assigned Q adding value and improving Sibelco’s operations through sharing
and action plans (including deadlines) defined to further mitigate the best practices based on internal and external experiences /
identified risks. The identification and evaluation of risks, and the competencies;
definition of the mitigating actions was done through interviews and a Q continuous communication and sharing with all stakeholders within
workshop with ExCo and the respective functional heads. the organisation;
Q focus on key company activities and increase risk based auditing;
91
Q embedding ‘cost-benefit realisation’ in its audit missions and plant reviews, process audits and ad hoc management requests.
advisory approach : pragmatic with focus on risk mitigation, Based upon the group risk assessment (see ERM section) a global
internal controls, process standardization/harmonisation and internal audit plan has been defined and validated by the Audit
efficiency. Committee.
In order to realise the strategy, four different types of audits have
been defined on top of the advisory role: theme/functional audits,
After the closing of the financial year 2017, no notable events have occurred.
The Members of the Board wish to thank all Sibelco Group staff and employees all over the world for their dedicated efforts in achieving the
commented results during this year.
ASSETS
In thousands of euro 2O17 2O16
FIXED ASSETS 2 255 685 2 283 476
LIABILITIES
In thousands of euro 2O17 2O16
CAPITAL AND RESERVES 1 093 110 1 160 775
Amounts payable after more than one year 385 099 436 662
Current portion of amounts payable after more than one year 679 426 685 384
Financial debts 109 110 7 352
Other loans 109 110 7 352
Trade debts 60 950 53 940
Suppliers 60 950 53 940
Taxes, remuneration and social security 16 473 11 223
Taxes 1 908 2 366
Remuneration and social security 14 565 8 857
Other amounts payable 49 888 86 893
97
INCOME STATEMENT
From 1 January 2017 to 31 December 2017
99
REPORT OF THE BOARD OF DIRECTORS
ON THE STATUTORY
FINANCIAL STATEMENTS
In accordance with Art. 96 of the Belgian Company Code - Financial Year 2017
To the Annual General Meeting of Shareholders of 18 April 2018 of NV SCR-Sibelco
Revenue of 2017 increased by 3,88% to € 115 526 189 compared to During 2017 we invested an amount of € 22 976 902 mainly in a new
€ 111 214 646 in 2016. kiln and IT projects.
During the year, the global T&I function booked its first successes with Business Unit/Business Line, strategic marketing, technology and
overarching teams developing multiple cross functional and cross digitalization. The programs were Furthermore, our efforts in the
regional T&I development programs in the fields of HR, knowledge field of cooperation with universities were pursued by a Technology
management, basic governance for cooperation and partnering Partnering team. All programs were developed with special aims to
within the new commercial organization structured along the lines of markets and businesses for the short and mid-term horizons.
During 2017 an increase of € 2.9 million occurred in the portfolio Our dividend income amounted to € 81 884 281 in 2017, compared to
of financial investments of the mother company (SCR-Sibelco NV € 105 988 677 in 2016.
or Sibelco) mainly related to subscription of capital increases in The disposal of Fairland International Pte Ltd. led to a loss of € 8 365 764.
subsidiaries across different regions. The total financial debts increased with € 44.2 million to € 1 173.6 million.
SCR-Sibelco uses derivative financial instruments – such as interest does not use derivative financial instruments for speculative trading,
swaps and foreign exchange swaps – exclusively to manage the nor issues them for that purpose.
exposure to interest rates and foreign exchange rates. SCR-Sibelco
Other than the credit risk related to trade and other receivables foreign currency. Currency exposures are systematically hedged
held by the Company, no material exposure is considered to exist when material.
by virtue of the possible non-performance of the counterparties to Interest rate risk is managed for the Company’s net financial debt with
financial instruments. the primary objective of guaranteeing medium-term cost.
The Company establishes an allowance for impairment that To ensure liquidity and financial flexibility at all times, the Company,
represents its estimate of incurred losses in respect of trade and in addition to its available cash, has several credit lines at its
other receivables). disposal in amounts considered adequate for current and near-future
The Company is exposed to currency risks resulting from trade financing needs.
and other receivables/payables and loans received/granted in
CIRCUMSTANCES WHICH CAN HAVE A SIGNIFICANT INFLUENCE ON THE DEVELOPMENT OF THE COMPANY
RISK PROFILE
The mixed character of SCR-Sibelco, its activities as a holding The board of directors has no knowledge of any material risk or
company and as an industrial Group, the geographical spread of material uncertainty the company is confronted with, for which no
its participations and investments, together with the broad product provision or clarification has been included in the annual accounts
portfolio and diversification, result in a healthy and well-balanced risk of 31 December 2017. We refer to the risk management report that is
profile, notwithstanding the volatility in the US oil and gas market. No part of the consolidated accounts for a more detailed description of
changes have occurred in this situation during 2017. the risk analysis and risk management.
101
EVENTS AFTER THE CLOSING OF THE FINANCIAL YEAR
At the end of December 2017, the total number of own shares held to 34 994 shares or 7.44 % of the outstanding share capital, equal to
by the company, either directly or through 100 % subsidiaries of the the previous year.
Sibelco Group incorporated in Belgium and in Luxemburg, amounted
PAYMENTS TO GOVERNMENTS
Article 25 of the company’s by-laws stipulates that the Ordinary The Board of Directors of SCR-Sibelco NV invites the shareholders
Annual Meeting of Shareholders will be held on the penultimate for the Annual General Meeting of Shareholders to be held on
Wednesday of April, at 2.00 pm. For the financial year 2017, the 18 April 2018 at 14.00h in the corporate seat in Antwerp, Plantin en
Ordinary Annual Meeting of Shareholders will as a consequence take Moretuslei 1A.
place on Wednesday 18 April 2018.
AGENDA
1. Report of the Board of Directors and the company auditor to the shareholders
2. Approval of the audited statutory financial statements of the year 2017 and presentation of the consolidated results
3. Attribution of the profit and declaration of the dividend
4. Discharge to the directors
5. Discharge to the auditors
6. Nomination of directors
7. Approval according to art. 556 of the Code on Companies
For the conditions of admission to the ordinary general meeting of 18 April 2018, we refer to p. 104 of this Financial Report.
The shareholders will be asked to vote for the attribution of the profit of SCR-Sibelco NV, along with the following proposal:
2017 2016
Reserves available for distribution € (67 664 643) (16 479 648)
Gross dividend € 72 669 328 66 063 016
Directors share of profit € 676 000 602 500
Net income for the financial year € 5 680 685 50 185 868
The proposed gross dividend amount of € 72 669 328 corresponds to a total dividend per share of EUR 154.5597 which is higher than the
dividend paid in 2017 for the 2016 financial year.
On 10 October 2017, an interim dividend of € 57.1428 gross per share was payable. Once approved at the shareholders meeting, the balance
of the dividend of € 97.4168 gross per share will be paid out as of 26 April 2018. The record date has been set on 25 April 2018. The System
Paying Agent designated for the payment of the 2017 final dividend is ING Bank, Marnixlaan 24, 1000 Brussels with Bank Degroof Petercam,
Nijverheidsstraat 44, 1000 Brussels as co-agent.
After approval of the annual accounts, shareholders will be asked to be granted individually to the members of the Board of Directors and
pronounce themselves by means of a special vote on the discharge to to the auditor.
NOMINATIONS OF DIRECTORS
The mandates of the following Board members will expire at this The following Board members will present themselves to be re-elected
Ordinary General Meeting: Calavon Finance SAS, perm. repr. M. Jean- as a Board member for a mandate of 3 years: Calavon Finance SAS,
Pierre Labroue, Mrs. France de Sadeleer, M. Frans Corpeleijn, IDw perm. repr. M. Jean-Pierre Labroue, Mrs. France de Sadeleer, IDw
Consult BVBA, perm. repr. M. Bert De Graeve and M. Walter Emsens. Consult BVBA, perm. repr. M. Bert De Graeve and M. Walter Emsens.
The mandate of Mr. Frans Corpeleijn will not be renewed and comes Their renewed mandates will expire at the General Meeting of 2021.
to an end at this Annual General Meeting. Mr. Marcel van Poecke
having given his resignation as a Board member on 20 April 2017, this It is proposed to elect Mrs. Lilia Jolibois as a new Board member for a
resignation will also have to be formalised by the shareholders at the mandate of 3 years which will expire at the General Meeting of 2021.
upcoming Annual General Meeting.
The Members of the Board wish to thank all SCR-Sibelco staff and employees all over the world for their dedicated efforts in achieving our
goals during this year.
103
CONDITIONS FOR ADMISSION TO THE ORDINARY GENERAL MEETING OF 18 APRIL 2018
Pursuant to Article 536 of the Belgian Companies Code and to Article 28 of the articles of association, the board of directors has decided
that the shareholders will be admitted to, and can vote at, the ordinary general meeting of 18 April 2018 if the company can determine, on
the basis of the evidence submitted in accordance with the procedure described below, that they were holding on Friday 13 April 2018,
before the close of business (Belgian time) (the “Record Date”), the shares of which they intend to exercise the voting rights at the ordinary
general meeting.
In order to establish towards Sibelco that they hold their shares on the Record Date, the shareholders must proceed as follows:
ING BANK
BANK DEGROOF PETERCAM