Suomen Osuuskauppojen Keskuskunta SOK Corporation - S
Transcription
Suomen Osuuskauppojen Keskuskunta SOK Corporation - S
Suomen Osuuskauppojen Keskuskunta SOK Corporation Annual Report 2004 Suomen Osuuskauppojen Keskuskunta SOK Corporation Annual Report 2004 1 Contents 4 CEO’s Review 7 SOK 100 years 8 Profile of the S Group 13 SOK Corporation 16 16 18 19 20 23 25 Business-by-business review Supermarkets Service station stores and fuel sales Department store and speciality store trade Hotel and restaurant business Motor trade Agricultural, hardware and gardening trade 26 Procurements and logistics 29 Neighbouring countries 30 Corporate governance within SOK Corporation 36 36 41 43 Accountability Personnel Environment Sponsorship and international contacts 46 46 50 51 52 54 55 56 57 60 74 75 76 76 Financial Statements 2004 Executive Board Report on Operations Consolidated Income Statement Consolidated Balance Sheet Consolidated Cash Flow Statement SOK Income Statement SOK Balance Sheet SOK Cash Flow Statement Accounting Policy Notes to the Consolidated and SOK Income Statement and Balance Sheet Key Ratios and their Method of Calculation Executive Board’s Proposal for the Disposal of SOK’s Profit for the Year Auditors’ Report Statement of the Supervisory Board 3 CEO’s Review “You are few in number, but you have a future and you are backed by supporters and helpers,” said Viktor Fagerström, chairman of the meeting that established Suomen Osuuskauppojen Keskuskunta, SOK, in Tampere, on 22 March 1904. A centennial year – Onwards Together In 2004, Suomen Osuuskauppojen Keskuskunta, SOK, celebrated a jubilee year. It was SOK’s centennial. Because the establishment of SOK back then laid the foundation for the birth of the entire S Group, we celebrated 2004 as the centennial of the entire S Group as well. The theme chosen for the centennial year was “Onwards Together,” which embodies the activities and essence of the S Group, the regional enterprises and SOK, which is owned by them. As a Finnish, regional and cooperative member-owned group of companies, the S Group has for a hundred years striven to be an enterprise that represents a humane market economy and a feeling of social responsibility as well as fundamental Finnish values. At the same time, it has been efficient and successful as a business. “Onwards Together” betokens the cooperative ideal of collective entrepreneurship. Members, the customer-owners, originally jointly established the cooperative enterprises to produce services for themselves efficiently and affordably. The Onwards Together theme also portrays today’s S Group – the co-operation network of companies formed by the cooperative societies and SOK – which seeks, by dint of mutual, co-operation, to realise in a competitive way the S Group’s business idea: to produce services and benefits for committed customer-owners. In a century, the S Group has grown from a loose collaborating group of small cooperative enterprises and their modest central organisation, SOK, into a major and modern network of retail and service companies all across Finnish society. Today still – in 2005 – SOK and the cooperative enterprises are continuing their efforts to carry out the S Group’s business idea and to operate in a modern way on behalf of their present members. Onwards Together can thus very well also be the S Group’s motto as the Group embarks on a new century. SOK’s centennial year consisted of a multitude of festive events at workplaces and in auditoriums. Hundreds of S Group staff, numerous guests from Finland and abroad and tens of thousands of our members have worked on arranging our celebrations, participated in our festivities as our guests and made our centennial a true cooperative society jubilee. I wish to express my warm thanks to all of you for joining in. Success in realising the S Group’s business idea The success of the entire S Group can be evaluated primarily in the light of how well the S Group’s regional enterprises and SOK have succeeded in realising the S Group’s business idea. Carrying out the business idea is at the same time the starting point and goal 4 of the entire S Group’s operations. The business idea guides the S Group’s strategic development, practical business solutions and daily business operations at all S Group locations. The S Group succeeded well in carrying out its business idea in 2004. Our members increased their patronage of the S Group’s service units, thereby demonstrating their confidence in the S Group’s way of operating in an increasingly tight competitive situation. The aggregate Bonus paid to the S Group’s members during 2004 rose to EUR 167 million, an increase of 27 per cent on the previous year. In addition, a number of cooperative enterprises will pay out to their members, for the 2004 financial year, extraordinary bonus payments and interest on cooperative capital to a total amount of about EUR 15–20 million. Bonus sales to members accounted for nearly 60 per cent of the S Group’s aggregate sales in 2004. Bonus sales amounted to over 75 per cent of the aggregate grocery, service station store, fuel and department store sales. The S Group’s companies have been involved in a number of ways in important national and regional development projects connected with business, culture and sports. These projects have played a part in developing the economic, cultural and social wellbeing of the companies’ own territories in accordance with the S Group’s operational principles and values that highlight social responsibility. Part of the earnings from the operations of the S Group’s cooperative societies and SOK will be used indirectly on behalf of our membership and other people living in the same area via joint activities of this kind. The number of members of the S Group’s cooperative enterprises grew significantly in 2004. At the end of the year there were 1,468,572 members of the S Group’s cooperative enterprises – their customer-owners. This represents 62 per cent of Finland’s households. More than 282,000 new members joined the S Group’s cooperative societies during 2004. For the fourth year running, over 100,000 members a year have joined the S Group’s cooperative societies. The S Group’s operations and broad range of services appear to be of interest to Finns. Sales and financial performance of the S Group and SOK Corporation The S Group’s retail sales in Finland rose to a total of EUR 7,929 million in 2004, up 10.9 per cent on the corresponding figure a year ago and far outstripping the average growth in the Finnish retail trade as a whole. The big jump in growth was due largely to the HOK-Elanto merger, which lifted the S Group’s sales, as well as to the good trend in sales by the other cooperative enterprises and SOK Corporation. The HOK-Elanto merger has been instrumental in expanding the entire S Group’s operational muscle in the S Group’s main business areas. The cooperative enterprises’ share of the S Group’s sales in 2004 was EUR 6,653 million, or 83.9 per cent. SOK Corporation, SOK Cooperative and its subsidiaries contributed 16.1 per cent to the S Group’s sales. The S Group’s grocery sales increased by 11.4 per cent in value CEO’s Review compared with 2003 and amounted to EUR 3,963 million. Because the growth in the S Group’s grocery sales was clearly faster than the average retail growth in Finland, the S Group increased its market share of the grocery trade substantially during 2004. Sales by the ABC service station stores and the Sokos department stores likewise exceeded the average rate of the S Group’s sales during 2004. SOK Corporation’s turnover in 2004 totalled EUR 3,781 million. Because of the additional sales increase brought by the business areas that started up in 2004, turnover grew by a hefty 21.5 per cent compared with the value of sales a year earlier. Sales by SOK’s businesses in the Baltic countries, which totalled EUR 151 million in 2004, are not included in the above aggregate sales figure for the S Group. Particularly good sales growth was reported by the grocery units in the Baltic area, rising by 15.7 per cent on the previous year. SOK Corporation’s profit before extraordinary items was EUR 54.4 million, an increase of EUR 2.6 million on the corresponding figure in 2003. SOK Corporation’s aggregate return on investment in 2004 was 7.2 per cent, as against 19.6 per cent for SOK’s business area companies. SOK Corporation’s profitability and financial position remained stable during 2004. The equity ratio at the end of 2004 was 30.2 per cent. The S Group posted aggregate profit before extraordinary items of EUR 321 million, up EUR 38 million on the year-ago figure. The cooperative enterprises reported earnings of EUR 267 million, an increase of EUR 38 million compared with the previous year. The S Group’s gross investments amounted to EUR 323 million in 2004, of which SOK Corporation accounted for EUR 52.5 million. Operationally, 2004 was one of the best years in the S Group’s history. The S Group had a payroll in 2004 of 26,353 employees, of whom 4,790 people were employed by SOK Corporation. The S Group’s number of employees increased by 2,916 during the year, owing to the increased business volume resulting from the HOKElanto merger as well as the establishment of new business areas and units. The S Group and near-term challenges Over the next few years, market competition will increase in all the S Group’s business areas as both domestic and foreign players vie for business. The S Group must be able to meet these new business challenges. As a major national player in all its business areas, the S Group, the cooperative enterprises and SOK Corporation must take an active part in developing their business and service operations for the future. They must work ceaselessly to build for the future by enhancing their functions. During 2004 the S Group has continued its long-term strategic development work aiming to ensure and develop the competitiveness of the cooperative enterprises and SOK Corporation in step with the requirements of the future. The strategies are built around a growth-oriented approach. The strategic success factors of the future will be underpinned by four pivotal factors. The S Group’s business chains must be well managed and functionally cost-effective in relation to their competitive environment. The second strategic success factor is owner-membership in unison with cooperative entrepreneurship and decision-making rooted in values. This, by virtue of the cooperative regional structure, gives the S Group a mastery of regional markets. The S Group’s wide spectrum of services and comprehensive service network for its members and other customers in most business areas is the third cornerstone of success. Nonetheless, in the business arena, success is ultimately decided by an enterprise’s skilled management, adept supervisors and motivated staff. In modern corporations, state-of-the-art management and information systems – knowledge management – are also a crucial element. Taken together, these factors form the fourth cornerstone of the S Group’s success. 5 CEO’s Review The challenges in coming years in every area of the S Group’s management and operations will be linked to achieving a cost-effective, customer-focused and precision-managed mastery of the long value chain of business and service processes across our business areas. An ever-improving command of our own operational processes means substantial cost savings and potential for boosting income in all the S Group’s business and support service areas. The main strategic thrust driving the S Group’s future success will thus spring from a cost-effective and customer-focused management and control of long functional chains. The S Group’s business units, both the cooperative enterprises and SOK Corporation, must also be developed so that they have the size and resources to achieve the requisite financial and other competence and development resources to ensure their future success. There must be an ability and boldness to assess the S Group’s optimal structure of regional enterprises in coming years as well as the need to develop and consolidate sourcing and support services. The S Group is a strategic co-operation network for producing services and benefits for its members. The co-operation and specialisation of the cooperative enterprises and SOK Corporation have led to the creation of an original and competitive business model. The collaboration and specialisation that are inherent in the business network, the decentralised decision-making structure and the democratic administrative model that is characteristic of the cooperative movement will require continuous refinement of the decision-making system within the S Group, as in other organisations. Goal-oriented decision-making, a commitment to the decisions that have been taken in all the business units as well as an understanding of shared interests are challenges that must be taken into account in developing the S Group’s management system to meet the leadership and organisational needs of coming years. Although the S Group’s business idea does single out the aim of serving Finnish customer-owners as the chief priority of the Group’s retail trade and service functions, in future years the S Group must also be able to increase its business volume, prudently and judiciously, in Finland’s nearby areas. Generating higher operational revenue flows from abroad in order to support services for customer-owners at home, making the best use of our own know-how and our own business model in international markets as well as taking part in international procurement organisations and securing synergy benefits are among the grounds for expanding the S Group’s international operations in the years ahead. Over the next few years, the above strategic policy lines and actions will be translated into business, procurement and support- 6 function practices within the S Group. The appropriateness of the strategies will be tested at different business locations in daily situations where staff and customers come together. The moment of truth for realising the S Group’s business idea lies in this encounter and in handling it successfully. The competence of management, supervisors and employees, the ability to pay attention to and to understand customers’ needs, coupled with a friendly servicemindedness, form the foundation for succeeding in this effort in future years too. The S Group has a good and skilled staff. I thank all of you most warmly for your work on behalf of the S Group! The S Group’s cooperative administration by its owners has been, and will certainly also be in the future, one of our Group’s major strengths. Democratic, wide and participative decisionmaking, a broad-based examination of matters from different angles and a commitment to the decisions taken are characteristic features of the S Group’s decision-making. These strengths should be maintained and developed. My thanks go to all those who have been involved in administrative tasks within the S Group for the valuable work you have done. I also wish to warmly thank our bonus partners for their good and continually increasing partnership co-operation. Good bonus partners have made a solid contribution to our success in 2004. Likewise, my thanks go to all our other business partners for the co-operation we have had during 2004. I wish to express my special gratitude to our customer-owners, the members of the cooperative societies, for your strong and evergrowing commitment to using the S Group’s services. As its vision states, the S Group wants to be “Your Partner in Finland” and you, as customers, owners and financial backers of the S Group’s cooperative enterprises have been closely involved in realising this vision. My warm thanks to all of you. Helsinki, 26 January 2005 Kari Neilimo SOK 100 years, 22 March 2004 Employees celebrated SOK’s centennial with a feast at Sokos Hotel Vantaa on 29 March 2004. A meeting of CEOs, past and present, at the festive reception held at the Ässäkeskus. In the photo (from left), CEO Kari Neilimo, Viljo Luukka, Juhani Pesonen and Jere Lahti. Photos: Petteri Kitti At the jubilee gala, President of the Republic Tarja Halonen was presented a medal commemorating SOK’s centennial. Shown presenting the medal: Otto Mikkonen, chairman of SOK’s Supervisory Board. At the jubilee gala on 20 March 2004, the hall of the Opera House was filled with guests. 7 Profile of the S Group Responsibility Responsibility is reflected in feeling care for members, the staff, other stakeholders and the environment. What is the S Group? The S Group is a major group of retail and service businesses in Finland. It provides services for the grocery, service station store, fuel, department store, speciality goods, hotel and restaurant, and motor trade as well as agricultural and hardware services. The S Group has about 1,400 locations in Finland. In addition, the Group carries on grocery sales, hotel operations and the motor trade in the Baltic countries. The S Group in 2004 Operationally, 2004 was one of the best years in the S Group’s one hundred-year history. Retail sales totalled EUR 8,080 million, of which grocery sales accounted for EUR 4,016 million. Despite keener competition, the S Group’s share of Finland’s grocery market grew in 2004 and is now 34.3 per cent. Sales by the service station store and fuel units rose by 19.2 per cent on 2003, to EUR 594 million. In the department store and speciality goods trade, sales rose to EUR 346 million. The S Group is the market leader in the hotel and restaurant business, which generated sales of EUR 601 million in 2004. The S Group’s sales in the motor trade were about EUR 719 million in 2004, an increase of a good 4 per cent on 2003. Within the agricultural trade, the S Group remained the market leader, with sales of EUR 997 million. The cooperative societies’ share of the Group’s sales was 83.9 per cent, with SOK Corporation accounting for 16.1 per cent. The S Group’s capital expenditures in 2004 came to EUR 323 million. The S Group’s core values Excellence Excellence means valuing good operational and financial performance along with pride of accomplishment. S GROUP´S BONUS SALES 8 MEMBERSHIP Renewal Renewal means ensuring the competitiveness of the S Group’s companies and seeing to it that services and benefits for members are in step with the times. Partnership Partnership springs from a respect for and a grasp of far-reaching and efficient co-operation. The S Group’s vision and business idea The S Group’s objective is to be the leading, ever-renewing Finnish retail Group that promotes the well-being of its members and the local environment. In line with its vision, the S Group seeks to be a partner in Finland for its members. The cooperative companies that make up the S Group are at the same time efficient businesses that are controlled by their members. The S Group’s business idea is to provide benefits and services for its committed customerowners. A network of closely linked companies The S Group is made up of 22 independent regional cooperative societies and Suomen Osuuskauppojen Keskuskunta (SOK), which is owned by them. The cooperative societies produce the services which their members require in their own area and take part in promoting economic, cultural and social well-being in their territory. Of the 26,353 staff who are employed by the S Group, SOK Corporation employs 4,790 people and the remainder, 21,563, are employed by the cooperative societies. The biggest changes in the cooperative society network in 2004 related to the decision of Helsinki Cooperative Society HOK and S GROUP RETAIL TRADE Profile of the S Group Elanto Cooperative to combine their operations within a company bearing the name Helsinki Cooperative Society Elanto. Salo District Cooperative Society and Cooperative Society Seutu combined to form Suur-Seutu Cooperative Society SSO. Both HOK-Elanto and SSO began operations on 1 January 2004. Apart from the regional cooperative societies, the S Group includes 20 local cooperative societies, which had sales in 2004 of about EUR 134 million, or about 1.7 per cent of the entire S Group’s sales in Finland. SOK, together with its subsidiaries and associated companies, attends to the cooperative societies’ sourcing, expert and support services and carries on the business operations that are its province. Regional Cooperative Societies of the S Group at 1 January 2005 Cooperative Society Varuboden, Kirkkonummi Southern Karelia Cooperative Society, Lappeenranta Southern Ostrobothnia Cooperative Society, Seinäjoki Helsinki Cooperative Society Elanto, Helsinki Cooperative Society Jukola, Nurmes Cooperative Society Keskimaa, Jyväskylä Koillismaa Cooperative Society, Kuusamo Cooperative Society Arina, Oulu Cooperative Society Hämeenmaa, Lahti Cooperative Society Keula, Rauma Cooperative Society KPO, Kokkola Cooperative Society Maakunta, Kajaani Cooperative Society Osla, Porvoo Cooperative Society PeeÄssä, Kuopio Cooperative Society Suur-Savo, Mikkeli Cooperative Society Ympyrä, Hamina Cooperative Society Ympäristö, Kouvola Pirkanmaa Cooperative Society, Tampere Northern Karelia Cooperative Society, Joensuu Satakunta Cooperative Society, Pori Suur-Seutu Cooperative Society SSO, Salo Turku Cooperative Society, Turku The S Group’s nationwide chain brands Prisma, S market, Sale, Alepa ABC Sokos, Emotion Sokos Hotels, Radisson SAS Hotels Rosso, Rosso Express, Fransmanni, Amarillo, Sevilla, Memphis, Night, Corner, Coffee House, Presso Agrimarket Owned by our customers S GROUP RETAIL TRADE BY BRANCH 2004 The S Group’s business idea is to provide services and benefits for its committed customer-owners. In 2004 the number of customerowners increased by over 282,000 new members and the total membership at the end of the year was 1,468,572. Bonus purchases by members accounted for about 60 per cent of the entire S Group’s retail sales in 2004. Members were paid an aggregate bonus of EUR 167 million for their patronage of the S Group’s locations. Members receive services and benefits that vary monthly as well as Yhteishyvä magazine. The S Group’s own services and those of its bonus partners ensure that its members can find everything for their daily needs as well as for festive occasions. When joining as a member of a cooperative society, a person becomes an owner of that society and can have a say in the entire Group’s operations through his or her own cooperative society. 9 The S Group S Group Key Figures 2000–2004 EUR million 2000 2001 2002 2003 2004 ±% 2 754 32 57 -5 2 915 35 35 -3 2 998 35 55 -1 3 112 34 46 2 3 781 40 53 3 21.5 18.2 14.6 32.3 54 39 39 32 55 44 52 35 54 40 1 327 542 140 645 403 16 20 887 1 337 530 129 678 435 16 21 865 1 372 496 133 742 457 17 12 887 1 449 473 135 841 445 17 9 978 1 609 423 137 1 049 456 17 6 1 130 482 337 145 413 324 89 465 421 44 495 504 -9 555 659 -104 5 062 4 537 4 645 4 949 4 790 -3.2 1 230 1 118 1 494 1 399 1 669 1 579 1 693 1 597 2 194 2 086 29.6 30.6 10 15 -9 11 4 14 28 23 25 30 401 494 505 538 631 17.3 COOPERATIVE SOCIETIES + SUBSIDIARES Sales 4 790 Number of societies 43 Membership 854 067 5 340 43 987 037 5 640 43 1 078 649 5 894 43 1 187 074 6 652 42 1 468 572 12.9 -2.3 23.7 16 817 18 078 18 169 18 488 21 563 16.6 6 083 1 177 6 554 1 216 6 858 1 222 7 149 1 252 7 929 1 371 10.9 9.5 21 879 22 615 22 814 23 437 26 353 12.4 SOK-CORPORATION Net turnover Depreciation Operating profit Financial income and expenses (without value adjustments) Profit/loss before extraordinary items, appropriations and taxes Profit/loss for the financial year Total assets Fixed assets Stocks Current assets (without stocks) Capital and reserves (incl. capital loan) Minority interest Provisions for liabilities and charges Creditors Interest-bearing creditors Liquid funds Net interest-bearing creditors Personnel at 31 Dec. SOK Sales (excl. VAT) Sales to cooperative societies Operating profit before extraordinary items, appropriations and taxes Profit/loss for the financial year Personnel at 31 Dec. Personnel at 31 Dec. S GROUP Retail sales Outlets Personnel at 31 Dec. CALCULATION OF KEY RATIOS Liquid funds = Cash in hand and at banks + investments Net interest-bearing creditors = Interest-bearing creditors - liquid funds 10 3 EUR million 5 EUR million 11.1 -10.5 1.4 24.7 2.6 2.0 -39.2 15.5 12.2 30.9 -95 EUR million -3 EUR million 8 EUR million The S Group S Group Retail Locations at 31 December 2004 Number Change Retail Sales, EUR million 46 369 242 657 5 22 37 64 1 895.7 2 283.4 463.9 4 643.0 Other Market Outlets and Neighbourhood Stores 25 -2 16.9 Sokos Department Stores Emotion Speciality Shops Other Consumer Goods Outlets Total Department Stores and Consumer Goods Outlets 20 7 12 39 1 -1 - 299.0 9.7 36.9 345.6 Sokos Hotels Radisson SAS Hotels Other Hotels Total Hotels 36 6 6 48 1 2 3 260.9 57.0 18.4 336.3 68 100 2 19 108.4 83.3 7 -1 15.8 Other restaurants Cafes Separate restaurants 24 33 232 8 7 35 31.5 25.5 264.5 Total Hotels and Restaurants 280 38 600.8 Agrimarkets 132 -1 706.2 8 - 14 154 2 1 133.9 105.2 51.3 996.6 Car dealerships 45 2 719.3 ABC service station stores Other service station stores ABC unmanned stations Other unmanned stations Fuel oil service Service-station stores and fuel sales 1) 62 37 60 3 20 -10 5 -5 162 10 331.8 147.8 96.4 6.0 12.4 594.4 9 6 12.6 1 371 1 252 7 929.3 Prisma Hypermarkets S-markets Sale and Alepa Stores Market Chains Restaurants catering to diners Drinks and socialising restaurants Restaurants providing entertainment Machine Centres Grain trade Other farm supply and hardware stores Farm supply and hardware locations Other locations S Group locations, total 1) The number of locations does not include stores or stations located within other locations. Total number of ABC service station stores Total number of other service station stores Total number of ABC unmanned stations Total number of other unmanned stations Total 62 32 168 18 280 20 -13 28 -8 27 11 Pääjohtajan katsaus 12 SOK Corporation SOK Corporation comprises Suomen Osuuskauppojen Keskuskunta (SOK) and the subsidiaries it owns: Sokotel Oy, which runs the hotel and restaurant business; the Maan Auto vehicle sales group; Hankkija Agriculture Ltd, which is engaged in the agricultural business; the Sokos companies, which are engaged in the department store business; Intrade Partners Oy, which is responsible for consumer goods sourcing and logistics; Rainex Yrityspalvelu Oy, a wholesaler of hardware and building products; North European Oil Trade Oy (NEOT), a fuel procurement company; as well as Uudenmaan ABC Oy, which develops the fuel trade in the Greater Helsinki area. In addition, the Corporation has subsidiaries in the Baltic countries: AS Prisma Peremarket, AS Sokotel and the Kommest Auto Group. The Inex Partners Oy Group, which produces assortment, sourcing and logistics services, is an associated company of SOK. SOK Corporation’s tasks SOK’s task is to support and serve the cooperative societies and its own operating subsidiaries so that together they are able to provide competitive services and benefits to the S Group’s customer-owners as well as carry on business that supplements the S Group’s service range. Within the S Group, the areas of responsibility assigned to SOK are: Joint development, steering and support tasks Strategic guidance Chain management and development Strengthening customer-ownership Development of new business models Human resources development and training for administrative officers – Monitoring the S Group’s operations and best interests – The development and maintenance of support services by producing business models that increase the competitiveness of the entire S Group, thereby providing cost-effective services for the S Group – Financial and other asset management – – – – – Joint procurement and logistics services – Producing and arranging procurement and logistics services Profitable business operations that round out the S Group’s offerings – In Finland – In nearby areas – The design of new business models in co-operation with the regional cooperative societies The principal SOK-provided steering and support functions for the entire S Group are financial, treasury, information technology, real-estate, communications, training and human resources services. A detailed list of the support and service functions and their organisation is given in SOK Corporation’s organisation chart on page 15. In the area of support functions, our aim is to develop operational models and processes that generate the maximum value added for the S Group’s businesses. The task of support functions is to develop and maintain business models that increase the competitiveness of the entire S Group so as to produce cost-effective services for the S Group. The role specified for support functions is to provide for the S Group’s other units the kinds of service functions that can be consolidated to yield cost savings and/or a qualitative improvement in operations. SOK strives to carry out the tasks defined for it in a customer-oriented, cost-effective and competitive manner so as to strengthen the S Group’s operational efficiency, quality and resources. SOK is responsible for providing and arranging the procurement and logistics services required by the S Group’s businesses by means of its subsidiaries or associated companies. A major part of the purchasing responsibility for groceries is organised within Inex Partners Oy, which is owned on a fifty-fifty basis by SOK and Cooperative Tradeka Corporation. Inex Partners Oy is broadly responsible for the logistics services of the S Group’s different business areas. Inex Partners’ subsidiary Meira-Nova is responsible for the category, procurement and logistics services for the HoReCa segment. Of SOK’s subsidiaries, North European Oil Trade Oy (NEOT) attends to fuel procurements and Intrade Partners Oy to the S Group’s consumer goods sourcing and logistics. The S Group’s strategy guides the planning of the competition strategies of all the business areas. The S Group’s strategically important business areas are: grocery sales, service station store and fuel sales, the department store and speciality goods trade, the hotel and restaurant business, the motor trade and the agricultural trade. SOK’s chain management and support functions ensure that the entire S Group operates in accordance with joint objectives and that all the Group’s different units carry out the Group-wide strategy by implementing their own strategy. Individual chain management units oversee the grocery trade, fuel and service station store trade, hotel and restaurant business, agricultural and hardware trade as well as the department stores. A development group has been set up to enhance the S Group’s strategy within the motor trade. The S Group’s procurement and support strategies underpin the competitive strategies of the business areas. The strategies of the regional cooperative societies and SOK Corporation define their role and tasks in carrying out the Group strategy. SOK Corporation’s financial performance in 2004 SOK Corporation reported operating profit in 2004 of EUR 53.2 million (46.4 million), up 14.7 per cent on the year-ago figure. SOK Corporation’s operating profit before extraordinary items was EUR 54.4 million (51.8 million). The figure includes other operating income, a share of the associated companies’ profits, writedowns on fixed and other non-current assets and investments, including reversals on them, and the change in obligatory reserves. SOK Corporation’s operational result, which does not include the above-mentioned items, was higher than in the previous year. SOK Corporation’s capital expenditures in 2004 totalled EUR 53 13 SOK Corporation million (56 million). A more detailed discussion of SOK Corporation’s good performance in 2004 is given in the Executive Board Report on Operations in the latter part of this Annual Report. Important events in SOK’s management and support functions in 2004 On the basis of a preliminary survey of the means of developing the S Group’s accounting functions, a programme, named Talke, has been set up to carry out this project. The objective of developing accounting functions is to support business decision making more efficiently, to increase the cost-effectiveness of accounting and economic processes, to support decision making at the business unit level and to realise concrete cost savings. The development programme is in the implementation stage and introduction of the revamped accounting systems that will bring about the sought-after improvement got under way during 2004. As part of the project, it was decided to consolidate the basic service processes of the accounting departments of Hankkija Agriculture Ltd and Sokotel Oy within SOK’s Financial Services Centre. All in all, the sought-after operational model for the S Group’s accounting and financial functions will be in operation on schedule in 2006. The task of the customer-owner and marketing services provided by SOK is to see to it that customer-ownership develops and strengthens as a central driver of the S Group’s success. The largest individual development project in 2004 was an upgrade of the information systems and data analysis tools (data mining). Towards the end of 2004 the S Group introduced a new member information system, which is designed for managing centrally a customer register of the cooperative societies, member-related matters as well as processing and calculation of bonus transactions and the payment of bonuses, including related book-keeping entries. The information system will make possible the processing of a growing volume of increasingly diverse customer information and it will be more cost-effective to operate than the previous system. In addition, it will support business functions by providing an enhanced management of the total customer relationship as well as a means of making better use of customer information. The browser-based user interface will guide the user, thereby supporting work processes in customer service situations. During 2004 a number of system projects were carried out within SOK’s finance function to enhance processes and improve services. SAP’s In-House Cash module was introduced across the S Group in the early autumn, and within Rekla Oy a cash services management system was developed to step up money transfer service processes. In the autumn, a project was started for placing the finance/accounting system in use. The system will make it possible to provide new enterprise finance services for the S Group. To support trading on the electric power market, a new system for managing market risks and electricity contracts was placed in use. During the financial year a number of electricity delivery contracts were concluded – so-called bulk electricity contracts – with the S Group’s different units. SOK Finance procured just over a third of the electricity consumed by the S Group during 2005. Alternative future operational models for customer finance services were studied during the financial year, notably savings fund activities. A renewed scoring application was introduced at S-Etuluotto Oy, an S Group company that provides consumer credit. 14 The activities and resources of SOK’s Real Estate Management functions in 2004 were directed towards implementing the service strategy for the Group’s properties and premises. The objective of the support function is to produce added value for the business through life cycle management of the network of business locations. The S Group’s joint communications were developed in a number of projects in 2004. The aim of coordinated communications activities is to harmonise the content and visual appearance of the communications and the operational models underlying them. The biggest projects in 2004 were the carrying out and coordination of SOK’s centennial communications, publication of the S Group’s first Social Accountability Report, realising a new look for Yhteishyvä magazine and launching an Yhteishyvä for HOK-Elanto. SOK Corporation net turnover by business area EUR million 1 Jan.–31 Dec. 2004 EUR million 1 Jan.–31 Dec. 2003 Change % 770 7.4 168 341 134 53 425 1 212 0.7 4.4 -27.6 11.9 15.6 7.7 195 -186 3 112 4.7 -7.7 21.5 Agricultural and hardware trade 827 Service stations and fuel sales 444 Hotels and restaurants 169 Car trade 356 Sokos department stores 97 Market trade 59 Consumer goods sourcing 492 EDI invoicing 1 304 Real-estate, property-leasing and other services 204 Eliminations -171 Total 3 781 SOK Corporation operating profit by business area EUR million 1 Jan.–31 Dec. 2004 Agricultural and hardware trade 12.8 Service stations and fuel sales -0.9 Hotels and restaurants 10.6 Car trade 9.1 Sokos department stores 4.2 Market trade 0.6 Consumer goods sourcing 2.5 EDI invoicing 0.3 Real-estate, property-leasing and other services 12.4 Share of associated companies’ profits 1.8 Eliminations -0.3 Total 53.2 EUR million 1 Jan.–31 Dec. 2003 9.1 -0.2 9.9* 8.5 -0.5 0.1 -0.1 0.5 *) Does not include non-recurring amortisation of goodwill within the Corporation in 2003. 18.0 2.1 -1.0 46.4 SOK Corporation SOK Corporation organisation 2005 15 Business-by-Business Review Supermarkets The S Group carries on supermarket trade using three store concepts: hypermarkets (Prisma), supermarkets (S Market) and grocery stores (Sale and Alepa). In all, the supermarket chains comprised 657 locations at the end of 2004. AS Prisma Peremarket, a subsidiary of SOK Corporation, is engaged in the supermarket trade in Estonia. Operating environment in 2004 The competitive situation in the sector changed in 2004 when Lidl, the first foreign competitor in the grocery trade, doubled the number of its locations. The K Group stepped up its business operations and was active in establishing new retail outlets, particularly in the Baltic region. In 2004 tighter competition in the grocery trade was witnessed by a noticeable drop in price levels in the sector. In addition to tightening competition, the Baltic States’ accession to the EU and increased sales of private label brands also contributed to falling price levels in the grocery trade. In the light of tightening competition, price became an everstronger factor determining the choice of where to make purchases. According to price comparison surveys, the S Group’s Market chains still ranked the best. 2004 in the S Group’s supermarket trade The S Group’s supermarket chains performed well in the face of tighter competition and chalked up an increase in their market share in the grocery trade. At the end of 2004, it stood at 34.3 per cent. The largest single factor that contributed to the increased market share in 2004 was the merger of the two cooperatives Osuusliike Elanto and Helsingin Osuuskauppa HOK. The market position of the supermarket chains in the Greater Helsinki area strengthened considerably as a result. The new cooperative society, Helsinki Cooperative Society Elanto, started its business operations on 1 January 2004. Altogether 40 Elanto Maxi hypermarkets, Valintatalo supermarkets and Siwa stores were brought in line with the S Group’s chain concepts and systems by the early spring of 2004. The growth in the market share was also affected by the vigorous new establishment of retail outlets, the development of process operations and value chain co-operation. The Pirkanmaa Cooperative Society’s acquisitions of Etujätti stores also boosted the national market share. The S Group’s supermarkets had retail sales in 2004 of EUR 4,660 million, an increase of 12.2 per cent on the previous year. The supermarket trade occupies a central position in serving the S Group’s members. Seventy-four per cent of members’ purchases are made at supermarket locations. Grocery sales grew by 11.6 per cent and consumer goods sales by 13.7 per cent. Of the chains, the S Market chain registered the biggest increase in sales. All the supermarket chains reported a profit. The S Market chain is both the S Group’s and the country’s largest chain of grocery markets. At the end of 2004 they numbered 369 locations, an increase of 22 locations on the previous year. The chain’s retail sales amounted to EUR 2,283 million, an increase of 10.7 per cent on the previous year. In 2004 the Prisma chain gained strength by a total of five stores, making 46 units by the end of the year. In addition, four 16 Prismas were operating in Tallinn. The chain had sales of EUR 1,896 million, an increase of 12 per cent compared with the previous year. The Sale and Alepa chains had aggregate sales of EUR 464 million, a rise of 21.6 per cent. The number of locations increased by 37 and totalled 242 at the end of the year. Competition strategy and scaling up processes The competitive strategy for the supermarket trade was updated in 2004. The new strategy aims to take into consideration the development outlook up to 2007. The Prisma, S Market and Sale concepts and business ideas were updated during 2004 to ensure compatibility with the strategy. In the revised Prisma concept, the home, recreation and home technology are product groups that will be given additional space. This is a significant shift in emphasis. For customers, the revised concept will take on a clear visual expression. In the updated S Market concept, perishable goods were given prominence in line with the business idea. The revised concept for Sale grocery stores also placed emphasis on the range of perishable goods and paid attention to forthcoming EU norms and removing barriers to competition, such as in liberalising opening hours. The development plan for processes and IT were updated to support the emphases of the competitive strategy. The efficiency-boosting projects concerning the entire value chain in the supermarket trade and its processes, which got started in 2003, continued through the year, as did the development of new system properties to support them. The aim is to enhance the availability of goods and the appropriateness of product ranges and to get the entire process from the supplier to the retail outlet to operate cost effectively. As part of the intensification of processes, partner operations with suppliers were developed and augmented in both the grocery and the consumer goods trade. THE S GROUP’S MARKET SHARE OF THE GROCERY TRADE Pääjohtajan katsaus 17 Business-by-Business Review At the beginning of the year the approach to the layout and display of goods was revamped in S Markets and Sale grocery stores, making it possible to expand product assortments. The revamp, which primarily applied to industrial foods and hygiene products, optimised the use of space. The management and division of space were overhauled in order to better correspond to demand. The objective was to take a more consumer-oriented approach to locating products and to overhauling product layout and displays more clearly according to the purpose for which the products are manufactured and the use for which they are intended. Pilot projects in ten stores of varying sizes tried out the technical and fundamental functionality of the new data system intended for space management in stores. The space management project aims at implementing the precision management of space and analysis by chain, store, area of demand and merchandising group as a continual real-time process. Furthermore, the objective is to produce automatically accurate shelf maps for a store’s profiled range of products, matching these maps to the furnishings and fittings in each store. Shelf-map data and actual sales data will be used to enhance the product-specific use of space and improve availability. Kodin Terra, the S Group’s superstore concept for home gardening, interior decorating and building, was ready in 2004. The first pilot store will open in Renkomäki, Lahti, in spring 2005. Market Chain Management Market Chain Management is the S Group’s management and development unit for the supermarket business. Its main task is to develop the strategy for the business and chain operations ideas as well as to assist the regional cooperative societies and provide guidance in the development of the business area. The S Group’s cooperative societies had a total of 280 fuel-selling units at the end of 2004. Of these, 94 were service station stores and the remaining 186 units consisted mainly of unmanned petrol stations. The net increase on the previous year was 27 units. Operating environment in 2004 The price of crude oil rose considerably in 2004. This kept retail prices of fuel at relatively high levels. The strong shift in market shares along with ABC’s entry on to the market led to regional price competition in retail sales of fuels in different parts of Finland. The requirements set by the Environmental Protection Act have become more stringent, which has also presented new challenges for the cooperative societies in finding new business locations and in running operations. The business is responding to these challenges by means of even safer technical solutions for the fuel trade. The amount of travel by Finns in Finland has continued to rise. Equally, consumer behaviour in Finland has changed towards attending to personal business quickly. The general improvement in roadside services and the development of service station store trade, including in urban areas, have contributed to this trend. Now that people have learnt to make use of services, they have come to expect more from those services than in previous years. Motorists increasingly break their journeys for recreation and relaxation and this has become a point to be noted. Increased demand has boosted the range of services provided by service station stores. ABC’s competitors entered the markets in 2004 with their own new service concepts. A round-the-clock society places pressures on opening hours for trading. The possible liberalisation of opening hours will bring with it a new set of challenges and opportunities for the service station trade as a whole. Service station stores and fuel sales The ABC chain comprises 62 service station stores located along traffic arteries and in urban areas and 168 ABC unmanned stations that operate primarily at the Prismas, S Markets and Sale grocery stores. The main services offered by the chain of ABC service station stores are versatile and moderately priced café, restaurant, supermarket and convenience store services as well as fuels. Significant factors for customers are that ABCs are open for service every day of the year and that on a single stop, customers can eat a meal, do some shopping and fill up their tanks. Long opening hours, 24 h or 6:00 am-midnight, make handling personal business easy. The ABC chain of unmanned stations focuses on selling fuels. The ABC network is already operating in the areas of all the 22 regional cooperative societies and, in addition, 4 local cooperative societies. 2004 was a year of considerable growth for the ABC chain. It opened units in different parts of Finland – the northernmost ABC service station store being in Kuusamo and the southernmost in Helsinki. Nationwide accessibility for motoring customers improved substantially when ABC service station stores were established along busy major roads and highways. During the year 21 ABC service station stores and 28 ABC unmanned petrol stations were opened. The business’s strategy is to vigorously expand the network still further. The number of units will go over the two hundred and fifty mark during 2005. 18 THE S GROUP’S MARKET SHARE OF PETROL SALES Business-by-Business Review 2004 in the S Group’s service station store and fuel trade The S Group’s outlays on the development of a network of service station stores and fuel sales continued at an exceedingly vigorous pace in 2004. The service station stores and fuel stations reported retail sales across the S Group of EUR 796million, up 19.6 per cent on the previous year (the figure includes sales by unmanned petrol pumps at supermarket units). The S Group’s market share within petrol sales stood at 15.8 per cent, up 1.6 percentage points on the previous year. The growth was mainly attributable to the nationwide expansion of the ABC network and the fact that members made more of their fuel purchases than ever before through the S Group’s fuel-selling units. Bonus sales in particular developed considerably. The cafés and restaurants at ABC service station stores have become popular, and this has translated into a smartly rising trend in sales. North European Oil Trade Oy (NEOT), a fuel procurement company, started fuel deliveries to the cooperative societies on 1 February 2004. Owned by SOK and HOK Elanto, Uudenmaan ABC Oy started its business operations with the opening in June of an ABC unmanned station in Nihtisilta, Espoo, and ABC service station stores were opened in the Greater Helsinki area in Tuomarinkylä, Helsinki, and in Järvenpää in November. Uudenmaan ABC Oy’s net turnover for its first financial year amounted to EUR 2.4 million and an operating loss of EUR 0.7 million was recorded due to start-up investments. In the summer the ABC chain became the first company in the service station sector in Finland to be awarded the right to use the Key Flag standard by the Association for Finnish Work. The Key Flag is Finland’s best-known symbol of origin and it may be used for Finnish products and services that meet the criteria for being granted the symbol. ABC Chain Management ABC Chain Management is the development unit for the S Group’s service station-store business and fuel trade. Its central task is to develop the strategy for the business and chain business ideas as well as to assist the regional cooperative societies and provide guidance in the development of the business area. Chain Management operations centred on concept-driven planning, implementation and operations control for the ABC service station stores and ABC unmanned stations and furthermore, it was in charge of acquiring new business locations. Department store and speciality store trade The S Group has 20 Sokos department stores and seven Emotion stores that are specialised in cosmetics and ladies’ lingerie. In addition, six Pukumies men’s apparel stores and seven other speciality stores rounded out the S Group’s speciality palette. Sokos department stores serve members and other customers in the area of 15 regional cooperative societies. There are also speciality stores in the area of five regional cooperative societies. Retail sales by the S Group’s department stores and speciality stores totalled EUR 346 million, representing growth of 15.8 per cent on the previous year. The new Hakaniemi Sokos and one new speciality store accounted for close to half of the growth. Members are by far the largest customer group of the Sokos department stores and the S Group’s speciality stores. Purchases made by members accounted for approximately 80 per cent of Sokos department store sales. The regional cooperative societies own all of the S Group’s Emotion speciality stores. By the end of 2004, 16 of the Sokos department stores were under the full ownership of regional cooperative societies. The business operations of the Porin Sokos Oy were transferred to the Satakunta Cooperative Society at the beginning of the year. The business operations of Helsingin Sokos Oy were transferred to the ownership of HOK Elanto at the beginning of May. In the same connection, an agreement was made with HOK Elanto concerning the management of business operations at the Sokos Tapiola department store, which remained in the ownership of Helsingin Sokos Oy. The companies jointly owned by SOK and the regional cooperative societies are Tampereen Sokos Oy and Turun Sokos Oy. SOK has a 90 per cent holding in the abovementioned companies. Tampereen Sokos Oy’s business operations were transferred to the Pirkanmaa Cooperative Society on 1 January 2005. The profitability of department store trade and the speciality stores, aggregated in terms of their business ideas, were at the levels expected. Customer satisfaction concerning both the appropriateness of assortments and their price levels gained strength. The stimulating attraction of displays and product layout in the department stores and the level of friendly service received by customers were also considered to be on the up and up. Operating environment in 2004 Changes in the operating environment nationwide were moderate in 2004. However, there were noticeable changes in the competitive situation in each locality and product-specific changes such as in technical solutions. Consumer confidence held steady despite the wide media coverage of job losses. The trend in disposable income was more positive than previous forecasts had indicated and the labour markets remained calm. It was a year of good, steady development. 2005 will be more challenging for business operations than the year before. Prices are expected to fall still further with the reduction of international regulations. However, strong demand has pushed up prices of raw materials, among other things. Within the speciality store bracket in Finland, the many large shopping centre projects, mainly in the Greater Helsinki area but also in several provincial towns, will mean the local regrouping of markets. More and more players are competing for consumers’ interest, time and money. Likewise, customer service personnel and profit-accountable supervisor labour markets will liven up perceptibly. 2004 in the S Group’s department store and speciality store trade Sokos department stores Sales of consumer goods by the Sokos department stores in 2004 totalled EUR 299 million, representing growth of 14.1 per cent compared with the previous year. Around one-third of the growth was attributable to the new Hakaniemi Sokos. 19 Business-by-Business Review Like-for-like growth in the consumer goods trade in the Sokos department stores was twice the rate of nationwide like-for-like growth in trade by department stores. Trade in apparel by the Sokos department stores was also double the nationwide trend in the sector. The best sales trend was reported by the ladies’ apparel and product areas in the world of beauty. Several product areas in home world and footwear also performed well. The revamp of the layout and display of products to stimulate and attract customers and make it easier for them to shop at our locations was carried out in all the Sokos department stores. The Sokos chain posted an operating profit on sales of consumer goods, noticeably improving on the previous year’s results. The Sokos locations were in the black (consumer goods + grocery trade) and their result improved markedly. Emotion chain The units in the Emotion chain are speciality stores that are located in large shopping centres and the larger town centres and offer cosmetics and ladies’ lingerie. The stores round out the S Group’s palette of consumer goods in their localities. Aggregate sales by the seven Emotion stores amounted to EUR 9.7 million, representing an increase of 5.2 per cent on the previous year. Trend in the operations of the Sokos companies owned by SOK Corporation The Sokos companies operated four Sokos department stores for the full financial year 2004 and five Sokos department stores and one Emotion speciality store for four months. Following the transfer of the Sokos department store in Tampere to the Pirkanmaa Cooperative Society on 1 January 2005, the three remaining Sokos department stores still operated by Sokos companies are Sokos Wiklund in Turku, Sokos Mylly in Raisio and Sokos Tapiola in Espoo. Net turnover by the Sokos companies in 2004 amounted to EUR 97 million, representing a decline of 27.6 per cent on the previous year due to transfers in the ownership of units. The Sokos companies posted an operating profit amounting to EUR 4.2 million (operating loss of EUR 0.5 million in 2003). In 2004 the companies had an average payroll of 371 employees (588). Sokos Chain Management The tasks of the Sokos Chain Management unit are to define the category structure and sales assortment of the Sokos department stores and the Emotion speciality stores as well as to develop and maintain the chains’ business ideas, concepts and information systems. Chain Management provides the agreed marketing, logistics and information system services and it prepares policy proposals guiding the operations of the chains for presentation to their decision-making bodies. In 2004 Chain Management concentrated on developing and mobilising the business ideas and concepts for various product areas as well as on developing the composition of the range of products and its management systems. The Sokos catalogue, which is distributed to members who shop at Sokos department stores, was revamped. 20 Hotel and restaurant business The S Group’s hotel and restaurant business consists of a comprehensive network of 46 hotels located around Finland as well as 480 restaurants, 350 of which operate as stand-alone restaurants and the remainder in hotels. Of the hotels, 36 belong to the Sokos Hotels chain, and 6 to the Radisson SAS chain. SOK has an exclusive right to operate under the Radisson SAS emblem in Finland. In addition to these, the Group has 6 hotels that do not operate according to the chain concept. Of the restaurant units, a good 200 serve members in line with chain business concepts. Outside Finland, the S Group carries on hotel and restaurant operations in Estonia, where Sokos Hotel Viru with its restaurants and a restaurant world that operates in the Prisma hypermarket in the Sikupilli Shopping Centre serve the S Group’s members. About half of the net turnover from the S Group’s restaurant business consists of sales by the chain restaurants. The major national restaurant chains are Rosso, Fransmanni, the Night nightclubs, Amarillo, Memphis and Public Corner. Regionally operating restaurant chains include Chico’s, Mr. Pickwick and Ale-Pub. The range of restaurants is rounded out by the café and fast food chains Coffee House, Presso and Rosso Express and, in addition, the Group co-operates with the Hesburger chain in the hamburger restaurant business. Ownership of the S Group’s hotel and restaurant business is divided between SOK Corporation and the regional cooperative societies. SOK Corporation’s Hotel and Restaurant Division comprises SOK’s operating subsidiaries Sokotel Oy and the Estonianbased AS Sokotel as well as the S Group’s hotel and restaurant management and support units that operate within SOK. The regional cooperative societies own hotel and restaurant operations in several different companies. The hotel and restaurant units owned by the regional cooperative societies account for about 70 per cent of the S Group’s aggregate net turnover in the sector. Objectives of the hotel and restaurant business In accordance with its competitive strategies, the purpose of the S Group’s hotel and restaurant business is to produce services and benefits for the S Group’s members and for its other committed customers. The objective of the business area is good profitability, which guarantees the resources for the development and controlled growth of operations. Adequate financial resources provide the wherewithal to secure the best business sites and they in turn will provide extensive demand-oriented market coverage both in Finland as well as in neighbouring countries in the years ahead. Within hotel operations, the S Group’s objective is to continue to ensure its customers receive the highest quality products and services in the sector, to deliver offerings for the booming leisure segment and to maintain outstanding market leadership in Finland. The objective for restaurant operations is to further augment the spectrum of service through diverse product and chain concepts and thereby boost market shares by region in selected segments in the main markets. In order to ensure that objectives are achieved, the business has several projects under way to procure new business sites in urban areas and leisure centres. New network services to assist customers in conducting their business and that will come alongside the Pääjohtajan katsaus 21 Business-by-Business Review traditional channels are in the pipeline, and process development has launched wide-ranging information system projects in several different sub-areas. An extensive training programme for staff has been initiated in order to develop the level of service. Operating environment in 2004 The hotel sector in Finland is characterised by internationalisation: offerings are on the increase, customer companies are internationalising and international business travel is on the up. The expanding EU is bringing to the sector competitors who must be taken seriously, but it is also bringing new customers. People have higher expectations of leisure, and short weekend breaks are becoming commonplace. Customers are also demanding greater individuality. Alongside the development in technology, online purchasing is burgeoning and technology is also adding a new slant to business travel. The changes in the operating environment are setting huge challenges for the players in the sector: the growth in offerings, linking together in a chain and networking, will heighten price competition. Professional buyer activities are gaining in importance, as is a command of the end-to-end process. The trend in demand for hotel operations has been modest in recent years; however, demand this year is expected to increase at a higher rate than in previous years. The S Group believes in the prospects for near-term success in hotel operations and profitability is expected to improve in the future. Within restaurant operations, changes are taking place in legislation, consumer behaviour and the competitive situation. The consumption of alcohol has shifted from restaurants to people’s homes; alcohol consumed in restaurants accounts for only one fifth of overall intake. Along with the decline in sales of alcoholic beverages, the high rate of value added tax on restaurant meals (22 per cent) puts pressure on prices. The possible complete ban on smoking will bring pressure to bear on changes to the business concepts for nightclubs and dance restaurants. Problems could also arise through the spread of a grey economy. Competition is tightening and demand is becoming increasingly fragmented; thus actors in the sector need to either select their segments or operate across an ever-broadening spectrum. Restaurant operations represent about 70 per cent of the total volume of the hotel and restaurant business area. Consequently, and also due to the size of the markets, the S Group will be focusing increasingly on large units in medium price-bracket markets in all four categories (beverages, socialising, restaurant meals and fast foods). The objective is to achieve local market leadership by way of a sound regional structure. The restaurant business and the hotel business are expected to grow in volume in the near term, and the players who are able to develop efficiency, work productivity and their capacity to respond to changes are set to continue performing well. 2004 in the S Group’s hotel and restaurant business Sales by the S Group’s hotel and restaurant business locations in 2004 totalled EUR 601 million, an increase of 11.2 per cent on the figure a year earlier. The growth is largely explained by the merger of the two cooperatives, Osuusliike Elanto and Helsingin Osuuskauppa HOK but in terms of like-for-like growth, the increase represented 4 per cent. The S Group’s growth by far outstripped the average for the sector, which, according to statistics, is at about the one-half of one per cent mark. The S Group’s hotel 22 and restaurant business result developed well, topping 7 per cent of net turnover. The S Group’s market share measured in terms of net turnover by hotels was 23.5 per cent, making the S Group Finland’s largest individual hotel operator. Along with the leisure units that became part of the Sokos Hotels chain, the proportion of the sales of leisure services to members increased noticeably over the previous year at the S Group’s hotels. The occupancy rate of the S Group’s hotels was up on the previous year at 63.1 per cent, whereas occupancy rates throughout Finland remained at slightly over 47 per cent. The market share of the restaurant business at 18.2 per cent was also the largest in Finland. In its restaurant operations, the S Group increased the market share steadily in the beverage, socialising, restaurant meal and fast food sectors, although in regional and city-specific market shares, there is some degree of difference between cooperative societies. The capacity utilisation of thr S Group’s restaurants has not fallen despite the negative growth rate in the sector. The development in the market share and the building of closer-knit network coverage has kept several cooperative societies busy lining up business sites. Three units, Tahkovuori, Koli and Viru became part of the Sokos Hotels chain during 2004. These three hotels form the backbone of the chain’s leisure network. The Sokos Hotel Klaus Kurki in Helsinki left the chain at the end of 2004. Furthermore, Sokotel Oy, which is owned by SOK, entered into a preliminary agreement at the start of 2005 on starting hotel and restaurant operations at the Marina Palace site in Turku. Within the S Group’s hotel network, considerable renovations and were carried out on several units during 2004. The Sokos Hotels Torni in Helsinki, Lahden Seurahuone in Lahti, Vantaa, Kimmel and Vaakuna in Joensuu, Rikala in Salo, Vaakuna in Vaasa and Alexandra in Jyväskylä were just some of the Sokos Hotels that were renovated and given a new face and improved functionality. Of the Radisson SAS Hotels, the Royal in Helsinki and Radisson SAS Hotel Oulu underwent a complete transformation. The modifications in Oulu are continuing into spring 2005. In 2004 the S Group opened about fifty new restaurants, of which 26 were chain restaurants (25 in Finland and one in Estonia). In addition, several dozen old restaurants were refurbished. The way forward to creating a strong function-specific and regional increase in market share will be through large units and the combination of several concepts. 2004 saw the introduction of wider ranging concepts in places such as Oulu and Kotka (Amarillo, Night, Pub, Bepop and Fransmanni). The pilot unit for a new Spanish steak house concept was opened in Lahti in September. In addition to Lahti, units operating under the Torero concept were opened in Kajaani and Oulu at the turn of the year. Various concept combinations were made in the fast food Food Court units in the areas of several cooperative societies. During 2004 Ässäravintolat launched two new restaurant concepts and two product concepts. Furthermore, a new internal chain business operating model structured around the food, drink and nightclub businesses was launched within restaurant operations. The S Group allocated capital expenditure amounting to approximately EUR 20 million to its restaurants. The restaurant business in 2005 will be characterised by strong networking, closer-knit market coverage, the search for synergies and new concepts. Business-by-Business Review Hotel and restaurant Chain Management The Sokos Hotels Chain Management unit manages and develops the operations of the Sokos Hotels chain. Chain Management attends to the development of the competitive strategy, the business idea and hotel concepts. 2004 saw the continued development of projects relating to the leisure network and the introduction of a programme spanning several years focused on developing the service competence of staff. Chain management of the Radisson SAS hotels is handled from the chain’s headquarters in Brussels. Ässäravintolat oversees and develops the S Group’s chain restaurants, is responsible for updating the chain brands, monitors the profitability and competitiveness of the restaurant chains and ensures the implementation of the competitive strategy and development of the logistics and competitiveness of the standalone restaurants. Chain Management in 2004 concentrated on the expansion of the chain network and the number of concepts, the development of profitability and quality as well as on the launch of a new chain operating model. The development of the hotel and restaurant system continued with the launch of the TUHTI DW pilot unit in Cooperative Society Keskimaa Osk. Sokotel Oy Sokotel Oy is SOK’s wholly-owned subsidiary that is responsible for SOK Corporation’s hotel and restaurant business in Finland. In 2004 Sokotel Oy’s business operations developed favourably even though there was a slight decline in the company’s net turnover on the previous year. The company had net turnover of EUR 152 million (EUR 164 million). However, when the effect of discontinued units is eliminated, the trend in like-for-like net turnover was nevertheless slightly up on the previous year. The company employed an average of 1,280 people in 2004. MARKET SHARE OF THE S GROUP’S HOTEL ROOM SALES Motor trade Within the S Group, SOK Corporation and 12 regional cooperative societies are engaged in vehicle sales. The services provided by the regional cooperative societies are supplemented by SOK Corporation’s Maan Auto Group in Finland and AS Kommest Auto Group, which operates in the Baltic countries. At the end of the year, the S Group had a total of 45 (43) car dealerships in Finland. S Group’s dealerships represented 13 (18) different makes of car, of which Peugeot is the S Group’s own imported marque. Operating environment in 2004 The reduction in car tax implemented during 2003 kept the volume of car sales at a high level during 2004 but at the same time, it posed challenges due to the increased inventories of trade-in vehicles, and the prices for used vehicles declined throughout the year. The largest growth in the import of trade-in vehicles has already been achieved and at the same time, their quality has improved and the vehicles are newer. Dozens of importers and sellers of trade-in vehicles have entered the market recently, but faced with a fall-off in import volumes and a more discriminating clientele, it will henceforth be harder for them to stay in business. The EU Block Exemption that came into force on 1 October 2003 brought about no great changes in the operating environment for the motor trade during 2004, but changes can be expected with respect to new cars and the sales of repair services and spare parts. The abolition of the location clause, which will come into force on 1 October 2005, will probably bring about the most changes. The aim of this change by the EU Commission is to make it possible for car dealerships to represent different makes of car and to allow them to establish new sales points anywhere within the EU. However, the abolition of the location clause does not completely deregulate the sale of new cars because several other regulations and criteria further restrict the possibilities for dealerships. The objective in deregulating competition would mean a structural change in dealerships and a new assessment of the status of importers and dealers. 2004 in the S Group’s motor trade The total motor trade market declined slightly from the previous year, when the reduction in car tax speeded up the sale of new vehicles. A total of 142,642 new passenger cars were sold in 2004, down 3.2 per cent on the previous year. Despite the small drop in the volume of sales, the sale of new cars remained high because 2004 was the sixth best sales year in the motor trade. A total of 31,381 used cars were imported into Finland during 2004, down 1.8 per cent from the year before. The S Group’s motor trade retail sales in Finland amounted to EUR 719 million, which represents a growth of 4.2 per cent on the previous year. SOK Corporation’s net turnover from vehicle sales was EUR 356 million (EUR 341 million), up 4.4 per cent on the figure the year before. Operating profit was EUR 9.1 million (EUR 8.5 million. The average number of employees in the motor trade was 614 (523). 23 Pääjohtajan katsaus 24 Business-by-Business Review The Maan Auto Group Maan Auto Oy is SOK’s subsidiary that imports into Finland and markets Peugeot vehicles, spare parts and accessories through its own network, its subsidiaries Automaa Oy and Hämeen Leijona Auto Oy and the rest of the nationwide dealer network. Maan Auto’s distributor network comprised 36 full-service car dealerships, 7 of which were owned and operated by the Maan Auto Group itself, 15 by the regional cooperative societies and 14 were owned by private enterprises. On 1 January 2004, Maan Auto Oy incorporated its own retail subsidiary named Automaa Oy, which operates Peugeot dealerships in Helsinki, Espoo, Vantaa, Raisio and Tampere. Hämeen Leijona Auto Oy has dealerships in Lahti and Hämeenlinna. Oy Motortrans Ab is also a subsidiary of Maan Auto Oy. The company operates in Hanko as an import vehicle repair workshop, with Peugeot vehicles forming the bulk of the imported vehicles for repair. In 2004 the company repaired a total of 11,496 vehicles, 94.3 per cent of which were Peugeots. A total of 9,996 Peugeot passenger cars were registered, an increase of 1.6 per cent on the previous year. The market share for Peugeot cars grew from 6.7 per cent to 7.0 per cent, the highest-ever market share for Peugeot in Finland. The growth in the market share can primarily be attributed to the good success of the Peugeot 206 and 307 models and to the 407 range that came on to the market towards the end of the year. Registration of Peugeot vans rose by 8.2 per cent and amounted to 964 vehicles. The market share for vans fell from 4.9 per cent to 4.5 per cent. The total market for Automaa’s business area declined 1.1 per cent; Automaa handed over 4,504 Peugeot cars, which was an increase of 0.7 per cent. 4,958 trade-in vehicles were sold. Maan Auto concluded the motor trade quality programme started in 2003 and in September 2004, the company was the first importer to be given a quality certificate by The Finnish Central Organisation for Motor Trades and Repairs. The financial performance of the Maan Auto Group has shown a positive trend. Earnings have been lifted by the increased volume of new vehicles and the expansion of operations to include the repair of imported vehicles. Members get a Bonus from vehicle sales, service and spare parts operations. Members account for about 85 per cent of the individuals buying new vehicles and 80 per cent of those buying trade-in vehicles. Agricultural, hardware and gardening trade The S Group’s agricultural trade business area comprises agricultural trade, machinery sales, hardware sales and the gardening/horticultural trade. The sales of agricultural products comprise plant nutrients, plant protection substances, preservatives, feeds, farm imptements, fuels and lubricants as well as seeds and grain. Machinery sales include tractors, combine harvesters, professional groundscare equipment, golf course maintenance machines, spare parts, machine accessories and contract maintenance. Besides services for farm building, an important area for the development of hardware sales is hardware store services for the consumer. The units specialising in gardening and horticultural supplies provide products for people who want to do up their yards and for gardening enthusiasts. The S Group’s agricultural trade is carried on by 132 Agrimarkets, 7 Agrimarket Machine Centres and one John Deere Centre. The Agrimarket chain is made up of Hankkija-Maatalous Oy together with Southern Ostrobothnia Cooperative Society, SuurSeutu Cooperative Society SSO and Kymenlaakson Agrimarket Oy. The Agrimarket chain has 31,000 Agribonus customers. Operating environment in 2004 The overall agricultural market in Finland remained at the previous year’s level of about EUR 1,900 million. Total demand in the retail hardware trade grew by about 6 per cent and growth in gardening/horticultural supplies was also at the level of 6 per cent. Demand for the production inputs used on farms remained nearly unchanged. The overall market for tractors dropped 5 per cent. Sales of farm implements remained at the level of previous years but there was a growth in particular in the demand for direct seeding machines and different disc cultivators. The grain harvest in Finland amounted to 3.6 billion kilos, which was about 5 per cent lower than the previous year’s harvest. Due to the rainy summer, there were many problems in the quality of the harvest. 2004 in the S Group’s agricultural, hardware and gardening trade In 2004 the S Group retained its market leader position within the agricultural trade, with a share of 42 per cent of the market. The hardware and gardening/horticultural range and ways of working were developed to become more customer-minded and in particular to meet the needs of the S Group’s members. In 2004 the S Group’s hardware and agricultural retail sales totalled EUR 997 million, a change of 3.8 per cent on the previous year. The Agrimarket chain had retail sales of EUR 971 million, an increase of 5 per cent on the year before. The Agrimarket chain’s hardware and interior decoration sales grew by about 9 per cent and gardening/horticultural sales increased by 7 per cent when compared with the previous year. Hankkija-Maatalous Oy SOK’s wholly-owned subsidiary Hankkija-Maatalous Oy provides farming, machine, hardware and gardening/horticultural services and benefits for committed loyal customers and members. Hankkija-Maatalous Oy had net turnover in 2004 of EUR 720 million (686 million), up 5 per cent on the previous year. HankkijaMaatalous Oy had a share of about 90 per cent of the Agrimarket chain’s net turnover. The overall market for tractors dropped 5 per cent from the previous year to 5,046 tractors. The position of Hankkija-Maatalous Oy’s exclusive sales brand, John Deere, strengthened during the year and its market share at the end of the year was 18.6 per cent. Nearly 450 combine harvesters were sold in Finland during 2004; 2/3 were Finnish Sampo Rosenlew combine harvesters supplied by the Agrimarket chain. The sales targets set for professional groundscare equipment and golf course machine business achieved their objectives. 25 Business-by-Business Review Procurements and Logistics Many retail outlets were renovated during 2004. The Keminmaa Agrimarket was extended and the Laitila Agrimarket was relocated in new premises. A new Agrimarket Konekeskus machine centre was opened in Kokkola and a completely new full-service Agrimarket was built in Hämeenlinna. The Cooperative Society Osla Handelslag’s agricultural and hardware business operations were transferred to Hankkija-Maatalous on 1 January 2004, which also resulted in the transfer of the Agrimarkets in Hardom, Porvoo and Vakkola (in Askola) to the company. The grain warehouse in Vakkola and the grain plant in Porvoo also transferred to the use of Hankkija-Maatalous. The Kälviä and Sipoo Agrimarkets were closed during the year. Kälviä’s business operations where combined with the Kokkola Agrimarket and Sipoo with the Porvoo Agrimarket. The hardware and gardening trade operations as well as the business premises of Veijo Niku Oy in Haapavesi were acquired for Hankkija-Maatalous at the beginning of 2005. Hankkija-Maatalous’ business operations in the Baltic, the AS Agribalt and SIA Agribalt companies were sold to AS Mecro in Estonia. A total of EUR 3.4 million was spent on the service network and information systems during the year. The operating profit for Hankkija-Maatalous Oy was EUR 10.1 million (EUR 7.7 million). In 2004 the company employed an average of 874 people (869). Rainex Yrityspalvelu Oy Rainex Yrityspalvelu Oy is a wholly-owned subsidiary of SOK. Rainex Yrityspalvelu is a hardware and building wholesaler that also deals in civil defence, security, work clothes, catering products and textiles. The company has six sales outlets in Helsinki, Jyväskylä, Kuopio, Oulu, Tampere and Turku. Its head office and administration are in Pukinmäki, Helsinki, and its warehouses are located in Hakkila and Maantiekylä in Vantaa and in Jyväskylä, Oulu and Turku. In 2004 Rainex Yrityspalvelu Oy made large outlays on the development of the company. All locations were refurbished, the Kuopio office moved to new premises, and new warehouses and offices were built in Jyväskylä. In 2004 the company continued its investment in electronic invoicing, particularly in online billing, which has aroused wide interest. The company had net turnover of EUR 91.4 million. Growth over the previous year amounted to 8.8 per cent. Operating profit was EUR 1.6 million (EUR 1.5 million). In 2004 the company employed an average of 44 people (43). 26 Intrade Partners Intrade Partners Oy is the S Group chains’ procurement and logistics company whose primary responsibility is the apparel, cosmetics, leisure and household product areas. The company’s largest customer chains are the Prisma, Sokos, S Market and Agrimarket chains. Other customers include Sale, Alepa, Emotion and ABC. In addition to consumer goods, Intrade Partners supplies store furnishings and fittings to the S Group’s sites. Intrade Partners Oy is a wholly-owned subsidiary of SOK. Intrade Partners Oy had net turnover of EUR 491.5 million (425.1 million), representing growth of 15.6 per cent on the previous year. Operating profit was EUR 2.5 million (a loss of 0.1 million in 2003). The company employed an average of 235 people in 2004 (234). The task of Intrade Partners is to bring added value to its customer chains through an appropriate product range in line with their business idea by means of an efficient operational process that is integrated into the customer chains and backed up by information systems and by achieving high-volume advantages through centralised purchases. Intrade Partners Oy’s volume of procurements grew during 2004 and its cost efficiency improved noticeably. The sales of consumer goods in all customer chains developed favourably. During 2004 business and support services developed through close co-operation with customer chains and new, more efficient ways of operating were put in place. The objective is improved cost-effectiveness, shorter stock turnover times and speeding up the decision-making process. The focus in the co-operation between suppliers was on improving availability and operational quality and on increasing machine language connections. During the year under review, Intrade Partners Oy joined the international Business Social Compliance Initiative system (BSCI) that aims at ensuring and developing the social accountability of foreign goods suppliers. The outlook for 2005 is positive and it is expected that Intrade Partners Oy’s procurement volume will continue to grow. North European Oil Trade Oy North European Oil Trade Oy (NEOT) is a fuel procurement company that is jointly owned by SOK and Greeni Oy. NEOT started fuel deliveries on 1 February 2004. Net turnover during its first year of operations amounted to EUR 442 million, of which the company recorded losses amounting to 0.2 million when taking into consideration its start-up investments. The aim of the company is to create a relative competitive edge for its customer chains (the S Group’s ABC chain and Greeni Oy’s St1 chain). In 2005 the joint venture will raise the market share of the fuels NEOT delivers to service stations to approximately 25 per cent of the entire Finnish retail fuel market. This will give the company a strong position when negotiating procurement prices for fuels. The centralisation of procurements will result in significant logistical advantages for customer chains and keep the percentage of fixed costs for procurement and deliveries at highly competitive levels. Business-by-Business Review Agreements were made during 2004 that guarantee import readiness at all the oil terminals used by NEOT. Maintaining import readiness is one of the most central strategic tasks of the company. Building NEOT’s organisational structure went ahead at a good pace during 2004. The company’s management of its international oil trade is at a good level but the broadening of its knowledge base is nevertheless one of the company’s central objectives. This objective will be achieved through constant training and recruitment. At the end of the financial year, the company employed 5 people. Inex Group At the close of 2004 the Inex Group comprised the parent company Inex Partners Oy and its wholly-owned subsidiary Meira Nova Oy. Inex Partners Oy is owned on a 50-50 basis by SOK and Tradeka (Cooperative Tradeka Corporation). Frozen foods logistics is handled in co-operation with the associated company Finnfrost Oy. The Inex Group’s operations developed well last year. This was attributable to the good performance of the customer chains and to Inex’s own profitable operations. Overall, 2004 was a good year. The added value generated by its operations has had a direct impact on strengthening the competitiveness of the customer chains. Sales by the Group grew by 5 per cent on the previous year, amounting to EUR 1,928 million. The prevailing trend in sales by Inex Partners Oy, Meira Nova Oy and Finnfrost Oy are still higher than the general trend in the sector. Consequently, Inex’s purchasing and logistics position has strengthened. In 2004 the activities of Inex were revamped into an operational model based on functions and processes that also support facility management. Inex’s company operations as well as functions related to the range of perishables, procurement and logistics will be located near one another in Kilo, Espoo, at the beginning of 2005. Strengthening the processes of business operations ensures that Inex will be able to respond to the expectations and challenges of retail chains in the near term. The development of business operations also focused on product assortments – especially on the shop’s own brands – international procurement co-operation, operating processes, information technology, equipment and personnel. Co-operation with the Nordic Coop Norde procurement organisation stepped up from January 2005. Last year saw continuing good performance by Inex Partners Oy, which produces assortment, purchasing and logistics services for the grocery and speciality trade. The company’s sales came to EUR 1,734 million, up 5 per cent on the previous year. Development projects were carried out better than had been planned. This enabled the company to improve efficiency, operational reliability, quality and earnings. The company’s competitive benefits for customers and its position in the markets strengthened. A continued strong performance was also reported by Meira Nova Oy, which produces assortment, procurement and logistics services for the hotel, restaurant and catering sector. Sales totalled EUR 200 million, an increase of 2 per cent on the previous year. Warehouse deliveries grew by 5 per cent. Meira Nova’s share of the delivery wholesale trade in the hotel, restaurant and catering sector is about 30 per cent. A project was launched to start the construction of a new logistics centre that will be ready in 2007. Finnfrost Oy, the associated company that provides purchasing and logistics services for frozen foods, reported excellent sales figures of EUR 182 million, up 10 per cent. The capacity of its logistics centre improved markedly when its expanded facilities became operational. The good trend of the Inex Group and its client chains will continue for the most part in 2005. The competitive factors of primary importance are price competitiveness, cost effectiveness, delivery reliability – especially the store’s own brands – as well as the efficiency of the value chain extending from the consumer to the production operation. Inex Group had a payroll of 2,376 employees at the end of the year, an increase of 162 people over the previous year. Risto Pyykönen M.Sc. (Econ.) has served as Chairman and CEO of the Parent company and Group since 1 May 2004. He took over for his predecessor Martti Haaman titular Industrial Counsellor. 27 Pääjohtajan katsaus 28 Business-by-Business Review Neighbouring Countries The S Group operates in the Baltic countries within the supermarket trade, the hotel and restaurant business and the motor trade. SOK’s Supervisory Board confirmed the neighbouring country strategy for the S Croup. Accordingly, SOK is responsible for the S Group’s business operations in nearby areas. In 2004 responsibility for sales and profit in the Baltic are will rest with the country manager. In 2004, the Baltic region saw the continuance of the investment plan in supermarket, motor, and hotel and restaurant operations as well as the development of management models in accordance with the new strategy. Business operations in the Baltic countries achieved the objectives set for them in the financial year and showed a profitable result. In 2004 total sales from business operations amounted to EUR 151 million. AS Prisma Peremarket AS Prisma Peremarket, a wholly owned subsidiary of SOK, is engaged in the retail trade in Tallinn at Prisma hypermarkets located in three different shopping centres in the Sikupilli, Kristiine and Mustamäe town districts. In addition, the chain comprises the Prisma which is owned by ETK’s subsidiary AS Ramare and operates in the Rocca al Mare Shopping Centre in Tallinn under a chain and management agreement. The effect of the Viru Shopping Centre and the Ülemiste Centre on sales by the Prisma chain was clearly less than expected. The Prisma chain succeeded in maintaining its position as the market leader in Tallinn, with a good 20 per cent market share of the chain supermarket and hypermarket trade. In 2004 a lease agreement was signed for opening the fifth Prisma in the Lasnamäe town district of Tallinn. The company also carries on restaurant operations in line with the Rosso, Rosso Express, Coffee House and Hesburger concepts in a food court-type restaurant that operates within the Prisma in the Sikupilli Shopping Centre. In 2004 the net turnover for AS Prisma Peremarket came to EUR 59 million (EUR 52.7 million) and it reported operating profit of EUR 0.6 million (EUR 0.07 million). At the end of 2004 the company employed an average of 433 people. AS Kommest Auto Group AS Kommest Auto is SOK’s subsidiary that has dealership rights for Peugeot vehicles in Estonia and Latvia. SOK has a 90 per cent holding in the company. With the accession of the Baltic countries to the EU, the import and retail sales of vehicles was split into different companies: AS Kommest Auto’s subsidiary Oü Kommest Autokeskused operates as a sales company in Estonia; AS Lauva Auto is the importer in Latvia and SIA Lauva Autocenters is the sales company. In 2004 the shares in ZAO Kom Motors, which operated on the St. Petersburg market, were sold in connection with the reorganisation of Peugeot in Russia. The overall market for vehicles in Estonia in 2004 was 18,574 new cars and vans, representing growth of 3.5 per cent on the previous year. Latvia’s total market was 12,623 cars and vans, an increase of 29.1 per cent compared with the previous year. Kommest Auto sold a total of 1,581 Peugeot vehicles in Estonia and 907 in Latvia. The market share of Peugeot passenger cars in Estonia was 8.5 per cent and in Latvia 7.2 per cent. The Kommest Auto Group had net turnover in 2004 of EUR 59.7 million (EUR 73.7 million) and posted operating profit of EUR 1.0 million (EUR 1.5 million). At the end of 2004, the company employed an average of 210 people. Agribalt Oy In 2004 Agribalt Oy sold its ownership in the agricultural supplies and machine trade of its subsidiaries AS Agribalt and SIA Agribalt Latvia to AS Mecro of Estonia. AS Sokotel AS Sokotel is SOK’s wholly-owned subsidiary that operates the Sokos Hotel Viru in Tallinn. The year 2004 was the company’s first full year in business after it was handed over to AS Sokotel on 1 September 2003. Sokos Hotel Viru and its restaurants serve the S Group’s members, business travellers and other customers in Estonia’s largest hotel; in spring 2004 following completion of an extension, the hotel has 516 rooms, five restaurants and completely refurbished conference facilities. Alongside new facilities, the emphasis during the year was on the Sokos Hotel concept remake. AS Sokotel’s net turnover in 2004 amounted to EUR 16.9 million (EUR 4.2 million) and its operating result was EUR 1.7 million (a loss of EUR 0.4 million). At the end of 2004 the company employed an average of 242 people. 29 Corporate Governance within SOK Corporation Applicable regulations SOK is a Finnish cooperative whose decision-making and administration comply with the Cooperatives Act, other relevant regulations and SOK’s Statutes. The activities of its subsidiary companies are regulated by the Finnish Companies Act and Corporation-wide sound business principles. The Corporation’s administration seeks to comply with the recently adopted recommendation on the corporate governance of publicly traded companies. Owing to the form of the cooperative society and the structure of the Group, not all the recommendations have been considered applicable. General Meetings The Cooperative Meeting is SOK’s highest decision-making body. Each cooperative society is entitled to send to a Cooperative Meeting a number of representatives equal to its votes. The representatives have the right to speak but only one of them has the right to vote on behalf of the cooperative society. The task of the Annual Cooperative Meeting is to deal with matters that are defined in the Statutes, such as adopting the financial statements, considering the profit/loss, discharge of officers from liability, the election of the Supervisory Board and the auditors and their remuneration. Extraordinary cooperative meetings may be convened as necessary. Supervisory Board The Cooperatives Act does not require the appointment of a Supervisory Board, but SOK’s Statutes define the Supervisory Board as part of the Corporation’s corporate governance model. The role of the Supervisory Board is to represent the owners at large and to serve as a forum for taking a common stand on central strategic questions. Its task is to decide on major policies and to oversee the best interests of members. Upon a proposal by the Executive Board, the Supervisory Board confirms all the central strategic policies of the S Group and SOK Corporation. The matters within the scope of line management fall within the competence of the cooperative society’s Executive Board and line management. The Supervisory Board oversees that the administration of the cooperative society and SOK Corporation is attended to in accordance with the law, the Statutes, decisions of the Cooperative Meeting and the Supervisory Board as well as the cooperative society’s best interests. The Supervisory Board accepts and expels members of the cooperative society and appoints and dismisses the chief executive and other members of the Executive Board as well as decides on the remuneration of Executive Board members other than those who are employed by the cooperative society. In addition, the Supervisory Board decides on the principles of co-operation for the S Group’s operations and on long-term plans. The Supervisory Board has duly confirmed rules of procedure. The chairman and two vice chairmen of the Supervisory Board form a Committee of Presiding Officers which assists the Supervisory Board with its tasks. The chief executive participates in the meetings of the Committee of Presiding Officers. In addition, the Committee of Presiding Officers decides on such matters as 30 the chief executive’s compensation. The Supervisory Board has appointed a permanent Compensation Committee and a Nomination Committee. The Cooperative Meeting elects the members of the Supervisory Board on the basis of proposals made by the cooperative societies. The Supervisory Board has 12–25 members. A person elected to the Supervisory Board must be a Finnish citizen, a member of a cooperative society and less than 65 years of age. The Cooperative Meeting decides the emoluments of the chairman, vice chairmen and members as well as the auditors’ fees. The Supervisory Board had 22 members as well as two personnel representatives in 2004. The Supervisory Board met 6 times. The special remuneration for the chairman of the Supervisory Board in 2004 came to EUR 1,350 per month and the monthly remuneration for the vice chairmen amounted to EUR 420. In 2004 the fee paid to the chairmen and members of the Supervisory Board per meeting and per day taken up with carrying out their duties amounted to EUR 320. Executive Board Selection and composition In accordance with SOK’s Statutes, the Supervisory Board elects the members of the Executive Board for a term of one year based on a proposal by the Committee of Presiding Officers. Under the Statutes, the Executive Board is comprised of the cooperative society’s chief executive, who serves as chairman, and a minimum of three and a maximum of eight other members. The Executive Board of SOK in 2005 has seven members, five of whom are managing directors of cooperative societies and two of whom are employed by SOK. In accordance with the Statutes, a person elected must be a Finnish citizen and less than 65 years of age. Tasks of the Executive Board The Executive Board confirms matters such as the objectives of the subsidiaries, the operational plans and the allocation of resources and oversees the implementation of related decisions. The Executive Board oversees the operations of the associated companies to ensure the best interests of the SOK Corporation and the S Group. The Executive Board also monitors the savings fund activities of the cooperative societies. Upon a proposal by the chief executive, the Executive Board decides on setting up a Management Team, on the appointments and compensation of members of the Management Team who do not belong to the Executive Board as well as on other management appointments. A member of the Executive Board who is an employee of the cooperative society or exercises a position of trust within it does not participate in the preparation of decisions concerning the audit and auditors of cooperative societies or in decision-making or monitoring the cooperative societies’ savings fund activities. Meetings of the Executive Board The Executive Board met 16 times during 2004 and the rate of attendance by its members was 95.3 per cent. The Executive Board of SOK annually appraises its activities using a system of Corporate Governance within SOK Corporation self-evaluation. The members of the Executive Board were paid emoluments totalling EUR 60,000 in 2004. Those members of the Executive Board who are employed by SOK received no compensation for working on the Executive Board. Chief Executive Officer The duty of the chief executive officer is to direct the activities of the Executive Board and the cooperative society in accordance with the relevant Act, SOK’s Statutes and the decisions of the governing bodies. The chief executive officer of SOK is Professor Kari Neilimo, D.Sc. (Econ.). Management Team The task of the Management Team is to assist the chief executive officer and the Executive Board in accordance with the framework determined by the Executive Board. The Management Board prepares matters for presentation to the Executive Board which require co-ordination, such as the S Group’s and SOK Corporation’s business strategies, target levels, operational plans and budgets. The Management Team met ten times in 2004. In 2004 the members of the SOK Management Team were paid salaries and profit-related bonuses amounting to EUR 2,262,000. The sum includes remuneration in kind. Executive Board of the subsidiaries The chairman of the Executive Board of a subsidiary is, as a rule, a member of the Executive Board or Management Team who is responsible for the subsidiary’s operations and is employed by SOK. The subsidiary’s Executive Board decides on the company’s strategy, operational plans and budget as well as the hiring, terms of employment and dismissal of the managing director. The decisions of the Executive Board take into account the Corporation-wide principles and the decisions of SOK’s Executive Board concerning the company’s objectives, operational plans and allocation of resources. Chain Management The business area-specific Chain Management organisation manages and co-ordinates chain operations under the supervision of SOK’s Executive Board. The Chain Management organisation comprises the Chain Board, the Chain Management unit and the Steering Group that assists it. The Chain Management organisation is the central commercial joint organisation of the cooperative societies and SOK Corporation. The Chain Management organisation is independently responsible for managing, developing and monitoring strategic and tactical chain operations within its own business area. It functions in cooperation with the cooperative societies and various professional organisations. The Chain Board makes the central decisions concerning its own business area and chains within the framework of its authority. Its decisions are binding under the Chain Agreement. The Chain Boards are made up of the managing directors and business area directors of the cooperative societies as well as members of the Executive Board or Management Team who are employed by SOK. SOK’s Executive Board decides on the composition of the Chain Boards. Profit-related bonus scheme for management All staff within SOK Corporation come under a profit-related bonus scheme. The principles of the profit-related bonus scheme for management are approved annually by the Supervisory Board based upon a proposal by the Compensation Committee. The criteria for the bonus scheme include profit, process efficiency, and customer and personnel satisfaction. Profit-related bonus gauges are defined from the perspective of one’s own unit as well as from the wider perspective of SOK and the S Group as a whole. The Supervisory Board has set up a Compensation Committee to determine the principles of the bonus scheme in the future. General and administrative audit General audit The Annual Cooperative Meeting elects a minimum of one and a maximum of three auditors and two deputy auditors to audit the financial statements of the cooperative society and the Corporation as well as the accounting records and administration. The auditors and deputy auditors must have the legally required qualification. Administrative audit, Audit Committee The aim of establishing an Audit Committee and electing Management Auditors is to facilitate the participation in the audit of persons within the cooperative societies owned by SOK Corporation who exercise a position of trust. The Audit Committee is part of corporate owner-oversight. The Committee comprises two Management Auditors and the SOK auditors elected by the Cooperative Meeting. The Audit Committee is an oversight body and a link between the auditors and the owners. A special task of the Committee and of the Management Auditors is to bring the point of view of the owner administration and basic membership into the audit. The Audit Committee compiles a report for the Annual Cooperative Meeting. The report is submitted to the Supervisory Board chairman and the Executive Board and is entered as received and attached as an appendix to the minutes of the Cooperative Meeting. The Audit Committee’s report is distributed to the Supervisory Board, the Executive Board and to other units as necessary. The Management Auditors are paid an emolument according to the same principles as apply to the members of the Supervisory Board. The emolument paid to the chairman is raised by 50 per cent. 2004 The Cooperative Meeting held on 24 April 2004 elected as SOK’s regular auditors for 2005 Tomi Englund M.Sc. (Econ.), LL.M., Authorised Public Accountant (APA), of Helsinki, Tapani Rotola-Pukkila, Managing Director, APA, of Kauhajoki and Juhani Heiskanen D.Sc. (Econ.), APA, of Huittinen. The deputy auditors elected were Ernst & Young Oy and Eero Huusko M.Sc. (Econ.), 31 Corporate Governance within SOK Corporation APA, of Kajaani. The Management Auditors elected to the Audit Committee for 2005 were Matti Suokas, Finance Director, Approved Auditor, of Kotka, Marja Pappila, lawyer, of Laitila and their deputies, Risto Tuori, lawyer, of Vammala and Seppo Ehanti, corporate lawyer, of Porvoo. Auditing fees for SOK Corporation companies amounting to EUR 645,000 and fees for consultancy services amounting to EUR 61,000 were paid in Finland and the Baltic countries in 2004. The management auditors received payment totalling EUR 17,700 for their work. Internal control, internal audit and risk management SOK’s Executive Board is responsible for organising operations in an appropriate manner, corporate management and for the legality and reliability of the accounting records, finance and routine management. In addition, the chief executive officer, SOK’s unit directors and the Executive Boards of the subsidiaries and their managing directors carry out the management and control of business activities in day-to-day operations within their own areas of responsibility. SOK Corporation’s Controller functions constitute the strategic body which is responsible for implementing the internal audit of the Corporation and for assessing strategic profitability. Their activities cover all business operations and support services within the Corporation. SOK’s Executive Board annually deliberates on the focal points of internal control and the Controller functions perform an assessment of the functionality and adequacy of internal auditing as well as internal control within a set framework. The Controller functions of SOK Corporation report regularly to the CEO, the Executive Board and to the Committee of Presiding Officers of the Supervisory Board on matters concerning risk management. In 2004 the Corporation adopted a comprehensive risk management model. Based on the results, the most significant risks with respect to the Corporation’s operations and the achievement of its strategic objectives have been identified. In addition to the comprehensive risk management model, selected functions employ more detailed risk management models (including finance and the accountancy function). Insurance policies have been taken out in order to address the risks concerning assets, disruption of operations and business liability. Financial reporting SOK Corporation and the S Group as a whole use a wide-ranging method of reporting on financial key figures, trends and forecasts to monitor financial objectives. In addition to comprehensive internal reporting, the Corporation regularly publishes information on financial performance and the trend in net turnover. SOK Supervisory Board 2004 Otto Mikkonen (born 1949) Joensuu M.Sc. (Tech.) Chairman 2002– Managing Director, KM-Yhtymä Oy Chairman, Supervisory Board, North Karelia Cooperative Society Member of the Supervisory Board 2001– Retiring in 2007 Håkan Smeds (born 1948) Vaasa Titular Commercial Counsellor First Vice Chairman 2001–24 April 2004 Managing Director, Cooperative Society Varuboden until 30 June 2004 Member of the Supervisory Board 1991–24 April 2004 Jouko Vehmas (born 1956) Kouvola M.Sc. (Econ.) First Vice Chairman from 24 April 2004 Managing Director, Cooperative Society Ympäristö Member of SOK’s Executive Board 2001–2003 Member of the Supervisory Board 1994–2000, 24 April 2004– Retiring in 2007 Max van der Pals (born 1945) Lohja Farmer Second Vice Chairman 2003– Chairman, Supervisory Board, Suur-Seutu Cooperative Society SSO Member of the Supervisory Board 2001– Retiring in 2007 Marcus H. Borgström (born 1946) Sipoo Titular Agricultural Counsellor Chairman, Supervisory Board, Cooperative Society Varuboden Member of the Supervisory Board from 24 April 2004 Retiring in 2007 Information SOK Communications and Publications ensures that customers and stakeholders have sufficient correct information at their disposal concerning the company and its operations. Information is available upon written request as well as through SOK’s website. 32 Jouko Härkönen (born 1939) Kajaani Farmer Chairman, Supervisory Board, Cooperative Society Maakunta Member of the Supervisory Board 2003– Retiring in 2006 Heikki Ikonen (born 1943) Nurmes Honorary Counsellor Farmer Chairman, Supervisory Board, Cooperative Society Jukola Member of the Supervisory Board 1985– Retiring in 2005 Pekka Kangasmäki (born 1945) Porvoo B.Sc. (Econ.) Managing Director, Cooperative Society Osla Member of the Supervisory Board 1994– Retiring in 2006 Kimmo Koivisto (born 1956) Pertteli Farmer Chairman, Supervisory Board, Suur-Seutu Cooperative Society SSO until 31 December 2003 Member of the Supervisory Board 2003–24 April 2004 Simo Kutinlahti (born 1957) Keuruu Farmer Chairman, Supervisory Board, Cooperative Society Keskimaa Osk Member of the Supervisory Board 1998– Retiring in 2007 Eino Laaksonen (born 1936) Oulu Counsellor of Education Principal, Pohjankartano Upper Secondary School Chairman, Supervisory Board, Cooperative Society Arina until 31 December 2003 Member of the Supervisory Board 1995–24 April 2004 Leo Laukkanen (born 1947) Mikkeli Titular Commercial Counsellor Managing Director, Cooperative Society Suur-Savo Member of SOK’s Executive Board 1998–2002 Member of the Supervisory Board 1987–97, 2003– Retiring in 2006 Corporate Governance within SOK Corporation Jouko K. Leskinen (born 1943) Helsinki LL.M. Chairman, Supervisory Board, Helsinki Cooperative Society Elanto Member of the Supervisory Board 2002– Retiring in 2005 Jorma Sieviläinen (born 1954) Rauma M.Sc. Managing Director, Cooperative Society Keula Member of the Supervisory Board 1991– Retiring in 2005 Maija-Liisa Lindqvist (born 1951) Lahti Member of Parliament Chairman, Supervisory Board, Cooperative Society Hämeenmaa Member of the Supervisory Board 1997– Retiring in 2005 Kimmo Simberg (born 1959) Seinäjoki Bachelor of Hospitality Management Managing Director, Southern Ostrobothnia Cooperative Society Member of the Supervisory Board from 24 April 2004 Retiring in 2007 Seppo Linjakumpu (born 1958) Kuusamo Agronomist Chairman, Supervisory Board, Koillismaa Cooperative Society Member of the Supervisory Board 2001– Retiring in 2006 Ahti Manninen (born 1950) Lappeenranta Managing Director, South Karelia Cooperative Society Member of the Supervisory Board 1989–91, 2000– Retiring in 2006 Jorma Niiniaho (born 1945) Hamina Titular Commercial Counsellor M.Sc. (Econ.) Managing Director, Cooperative Society Ympyrä Member of the Supervisory Board 1991–97, 2002– Retiring in 2006 Matti Ojanperä (born 1941) Pori Titular Commercial Counsellor Managing Director, Satakunta Cooperative Society until 31 December 2003 Member of the Supervisory Board 1995–24 April 2004 Matti Pikkarainen (s. 1953) Oulu Dean Director of Christian Education Oulu Evangelical Lutheran Parishes Chairman, Supervisory Board, Cooperative Society Arina Member of the Supervisory Board 24 April 2004– Retiring in 2007 Timo Sonninen (born 1948) Iisalmi Entrepreneur Chairman, Supervisory Board, Cooperative Society PeeÄssä Member of the Supervisory Board 1985– Retiring in 2005 Antero Taanila (born 1941) Kokkola Provincial Counsellor Administrative Director, Boliden Kokkola Oy Chairman, Supervisory Board, Cooperative Society KPO Member of the Supervisory Board 1991– Retiring in 2005 Matti Vanto (born 1945) Raisio LL.M. Lawyer, City of Naantali Chairman, Supervisory Board, Turku Cooperative Society Member of the Supervisory Board 1998– Retiring in 2007 Juha Vuorenhela (born 1944) Pori LL.M. Juha Vuorenhela Ky, Law Office Chairman, Supervisory Board, Satakunta Cooperative Society Member of the Supervisory Board 24 April 2004– Retiring in 2006 PERSONNEL REPRESENTATIVES Tapani Tikkala (born 1947) Helsinki Project Manager, SOK Member Services Member of the Supervisory Board 2001– Retiring in 2005 Annikki Heikkinen (born 1942) Helsinki Secretary, SOK Real Estate Maintenance Member of the Supervisory Board 1997– Retiring in 2005 Ulla-Maija Tolonen (born 1951) Tampere B.Sc. (Econ.) Managing Director, Pirkanmaa Cooperative Society Member of the Supervisory Board 2002–31 December 2004 Eeva Ukkola (born 1941) Anjalankoski Farmer Chairman, Supervisory Board, Cooperative Society Ympäristö Member of the Supervisory Board 2001–24 April 2004 Hanna Valtari (born 1948) Seinäjoki Training Director, Seinäjoki Vocational Training Institution Chairman, Supervisory Board, Southern Ostrobothnia Cooperative Society Member of the Supervisory Board 2001–24 April 2004 33 Corporate Governance within SOK Corporation SOK Executive Board 2004–2005 Kari Neilimo (born 1944) Chief Executive Officer as from 1 August 2002 D.Sc. (Econ.) University of Tampere Professor of Business Administration, University of Tampere, University of Lapland and Lappeenranta University of Technology, 1983–2002 Managing Director of Neiconsulting Oy, 1991–2002 Member of the Executive Board of Pirkanmaa Cooperative Society, 1988–1991 and Chairman of the Supervisory Board, 1992–2002 Chairman of SOK’s Supervisory Board, 1991–2002 In the S Group 1988– 34 Esko Hakala (born 1952) Managing Director, Cooperative Society Maakunta Member of the Executive Board 2003– In the S Group 1975– Arto Hiltunen (born 1958) M.Sc. (Econ.) Managing Director, Helsinki Cooperative Society Elanto Member of the Executive Board 2000–2001, 2003– In the S Group 1980– Kalle Lähdesmäki (born 1952) M.Sc. (Econ.) Senior Vice President SOK Field Division 2003–2004 Member of the Executive Board 2001–2004 In the S Group 1975–2004 Kuisma Niemelä (born 1958) M.A. Managing Director, Cooperative Society Keskimaa Osk Member of the Executive Board 2002– In the S Group 1983– Veli-Matti Puutio (born 1961) MBA Managing Director, Cooperative Society Arina Member of the Executive Board 2004– In the S Group 1986– Jukka Salminen (born 1947), M.Sc. (Econ.) Titular Commercial Counsellor Executive Vice President, SOK Administrative Division 1993– Member of the Executive Board 1988– In the S Group 1974– Eero Saukkonen (born 1947) M.Sc. (Econ.) Titular Commercial Counsellor Managing Director, Cooperative Society PeeÄssä Member of the Executive Board 2002–2004 In the S Group 1971– Ulla-Maija Tolonen (born 1951) B.Sc. (Econ.) Managing Director, Pirkanmaa Cooperative Society Member of the Executive Board 2005– In the S Group 1974– Corporate Governance within SOK Corporation SOK Management Team 2004 Kari Neilimo ((born 1944) Chairman and CEO D.Sc. (Econ.) University of Tampere Member of SOK’s Executive Board 2002– Member of the Management Team 2002– Main positions of trust: Confederation of Finnish Industries, EK member of the Member Associations’ representative council 2004– Federation of Finnish Commerce and Trade, member of the Board 2003– Tapiola Mutual Pension Insurance Company, member of the Supervisory Board 2003– Central Chamber of Commerce 2003– Luottokunta, Vice Chairman of the Executive Board 2003– Federation of Finnish Commerce and Trade, member of the Board 2004–, chairman 2005– University of Tampere, member of the University Governing Board 2004– Taavi Heikkilä (born 1962) Senior Vice President, SOK Strategic and Business Development Division M.Sc. (Econ.) Member of the Management Team 2000–31 May 2004 Ensio Hytönen (born 1952) Managing Director, Hankkija-Maatalous Oy Licentiate in Agriculture and Forestry Member of the Management Team 2003– Reijo Kaltea (born 1946) Senior Vice President, SOK Customer-ownership and Specialty Store Division B.Sc. (Econ.) Member of the Management Team 2002– Suso Kolesnik (born 1961) Senior Vice President, SOK Communications and Publications M.Soc.Sc Member of the Management Team 2003– Kalle Lähdesmäki (born 1952) Senior Vice President, SOK Field Division M.Sc. (Econ.) Member of SOK’s Executive Board 2001–2004 Member of the Management Team 2003–2004 Harri Miettinen (born 1962) Senior Vice President SOK Strategic Development and Human Resources M.Sc. (Econ.) Member of the Management Team from 1st June 2004– Matti Pulkki (born 1947) Senior Vice President, SOK Hotel and Restaurant Division B.Sc. (Econ.), MBA Member of the Management Team 2002– Jukka Salminen (born 1947) Executive Vice President, SOK Administrative Division M.Sc. (Econ.) Titular Commercial Counsellor Member of SOK’s Executive Board 1988– Member of the Management Team 1998 Deputy CEO Antti Sippola (born 1955) Senior Vice President, SOK Market Chain Management M.Sc. (Econ.) Member of the Management Team 2003– Heikki Strandén (born 1954) Senior Vice President SOK ABC Chain Management Member of the Management Team 2003– Aino Toikka (born 1947) Senior Vice President SOK Human Resources and Training M.A. Member of the Management Team 1998–31 August 2004 35 Accountability Personnel Within the S Group, the staff are managed in accordance with the Group’s core values. Personnel activities are steered by the human resources strategy, which is based on the Group’s business idea, vision and values. The objective of the HR strategy is to turn our personnel into a competitive advantage for the S Group, whilst supporting and ensuring the implementation of competitive strategies via human resources and the S Group’s common ways of working. The S Group’s development and Human Resources functions were combined in September 2004. The objective of the new organisational model is to heighten and more actively apply the link between the strategic development and management of the S Group and Human Resources functions. The new organisation will make it possible to apply in practice the S Group’s strategies more flexibly than ever through each individual S Group employee. SOK Corporation’s personnel In all, 5,065 people (including absentees) were in the employ of SOK Corporation at the end of 2004. Of the staff working in Finland, 141 were on family leave, 30 on study leave and 91 were on extended sick leave of more than 3 days. Permanently employed personnel remained at the same level as the previous year (93%). Full-time staff represented the majority of all employment contracts (74%). Women in SOK Corporation accounted for over half the personnel (59%). The average age of 39 years was the same as in the previous year. Employees in the hotel and restaurant business comprised the largest personnel group. Organisation of the HR function The principles of the chain management model are applied to organising personnel matters. The S Group’s HR functions are guided and overseen by an HR Board and Steering Group, which are SOK CORPORATION’S PERSONNEL PER BUSINESS UNIT 36 made up of representatives from the regional cooperative societies and SOK Corporation. The actual steering unit for HR processes is SOK’s Human Resources Administration and Development Unit. The objective of the Chain Management Unit is to speed up and make the work of the people who handle HR matters at the local level more effective by making joint tools and operational models available to them. The SOKTA association is the S Group employers’ organisation, which acts on labour market issues. Well-being One of the S Group’s overriding objectives concerning personnel is to foster and sustain well-being at work. Workplace healthcare across the S Group is arranged primarily by means of its own occupational health units and units operated jointly by Group companies. In addition to Job Verve activities that serve a preventative purpose and develop job well-being, activities comprise general practitioner-level medical treatment and treatment with an occupational healthcare emphasis. SOK’s Helsinki occupational healthcare reached its 80th year in the autumn 2004. Over the years, the emphasis has shifted from treating accidents and illnesses and preventative care to fostering and sustaining health and occupational well-being. Job Verve activities in the workplace are developed and supported in co-operation with HR functions and the Jollas Institute. Created as a result of co-operation, the coaching programme which started in 2000 attained a new wave of development in 2004 in the form of two seminars and a Job Verve Diploma competition as well as through articles in internal media. Along with these, a profusion of different new activities got under way in the units. When gauging job satisfaction, SOK Corporation uses the Group-wide “Good S Group Workplace” questionnaire. Results are divided into four subcategories: SOK Corporation as an employer; goal-orientation in the workplace; supervisor work; personal development and learning. The results of personnel surveys are part of the S Group’s Balanced Scorecard. DISTRIBUTION OF MALE AND FEMALE EMPLOYEES Accountability Corporate security The goal of corporate security within the SOK Corporation is to support the unhindered continuity of the Corporation’s central operations and processes by using corporate security measures and procedures in order to achieve its business strategy objectives. The aim is to safeguard personnel, customers, assets, information and the environment against accidents, damage and misfeasance, with the assistance of preventive and cost-effective security work. A decision was made in 2004 to implement the control of corporate security at S Group level in line with the chain operations model. The S Group’s corporate security policy as well as the model for managing corporate security steer SOK’s corporate security activities. SOK’s Corporate Security unit develops and defines the principles, rules of the game and objectives of corporate security activities as well as supports, manages and monitors their application and implementation within the S Group. Key development projects in the area of security management were the development of management readiness in crisis situations, the identification and prioritisation of the S Group’s principal risks of loss, the development of the S Group’s corporate security data system, the development of benchmarking activities and agreeing on a comparison of the level of security activities between Rezidor SAS and Sokotel Oy. The safety management audit in the security partnership agreement with the City of Helsinki Rescue Department was carried out from the perspective of rescue operations. The annual field exercise of SOK’s Crisis Management organisation was organised in co-operation with Cooperative Society Hämeenmaa. The theme of the exercise was an accident in a service station store. As part of risk management, a considerable number of security audits commissioned by the Corporate Security unit and the Tapiola insurance company were carried out at the regional cooperative societies and SOK’s subsidiaries and units as well as in planning new business operations. Personal security within the S Group was augmented through security coaching which was implemented as part of the training and store opening courses arranged by the Jollas Institute. Security training was modulised and broadened to include long new coaching programmes, thereby raising the coverage of security training to 65 per cent. The Corporate Security unit’s personnel arranged security training totalling 292 hours for S Group staff. Moreover, staff within the organisation used their initiative to arrange additional security courses. A total of 1,210 students completed the E-jollas online induction security module. Anti-crime security was developed through continuing inspections of safety levels at locations as part of the Safety-Protected campaign being run by the Federation of Finnish Commerce and Trade. The growth target of 20 per cent over the previous year was achieved and towards the end of the year, 252 locations had been approved. The security of property and business premises was developed by updating the S Group’s technical and structural internal control standards for security. Within rescue operations, safety plan models were updated into rescue plans in compliance with the requirements set by the new Rescue Act and Decree on rescue operations. Training in manual fire extinguishing and first aid as well as evacuation exercises were arranged at the locations. Within data security, the emphasis was on developing data systems. Mapping out data systems and determining critical classification requirements as well as starting classification and assessing threats were set as particular priorities. Workstation operating systems and anti-virus software were updated and junk mail filtering was implemented. User and user rights management were developed. The Public Key Infrastructure (PKI), which facilitates confirmed user identification, was introduced and it is being implemented in stages. With respect to risk management, a data security audit was carried out at AS Prisma Peremarket in Tallinn in order to identify and prevent primary data risks. To promote occupational safety, a Safety Passport course aimed at S Group personnel was modelled in order to maintain and develop a safe working environment. The Safety Passport courses are conducted in collaboration between the Finnish Red Cross, the LENGTH OF EMPLOYMENT (permanent employees in Finland) PERMANENT EMPLOYEES / TEMPORARY EMPLOYEES 37 Accountability Jollas Institute, the Corporate Security unit and the fire and police authorities. Operational security was developed by updating the safety instructions for personnel within the S Group as well as through furthering the continuity planning of the S Group’s core business operations that are located in the Ässäkeskus (SOK’s Headquarters) by mapping out the processes, data systems and people essential to business operations. Across the ABC chain, an extensive development project into the safety of service and petrol station forecourts was carried out in co-operation with VTT - Technical Research Centre of Finland. The security work of functions abroad moved ahead with the modelling of crisis management activities at the Sokos Hotel Viru and by conducting annual crisis management exercises as well as security management audits in operating companies. Environmental safety was developed by inspecting the protection systems for environmentally hazardous substances as part of the safety audits carried out at locations of the ABC chain, Hankkija-Maatalous Oy and Automaa Oy. in co-operation with SOK’s chain-managed stores and customer companies. The Institute also arranges apprenticeship-training courses which lead to professional and vocational qualifications. In 2004 the Jollas Institute racked up 1,200 training days, which were attended by more than 16,000 students. The aim of the For You, Our Customer/On-the-Ball in 2004 training programme, which started in autumn 2004 and is aimed widely at S Group personnel, is to support supervisors in running efficient operations and in service quality management. New training programmes included courses for financial management and HR professionals, service coaching for the Sokos chain and courses related to the communications strategy of the S Group. Among the aims of the refurbishment of the Jollas Institute in 2004 was to make the premises easily modifiable and to improve the technology, so as to make the institute better able to cope with the demands of modern day training and learning. Electronic tools to support HR functions were further developed, and study of a new key development project for the HR system got under way during 2004. In addition, HR competence profiles were outlined during the year with the aim of identifying the development needs of the HR staff. Training and development The competence of personnel within the S Group is ensured through continual development and training. Challenging but clear-cut goals have been set to assist staff maintain their motivation. S Group training and coaching activities within the S Group are centred at the Jollas Institute where SOK Corporation staff receive the bulk of their training. Training activities continued at a vigorous pace throughout 2004. The Jollas Institute is a special vocational institute that provides training for all personnel groups and chains across the S Group. The goal of its activities is to augment competence, which supports the fulfilment of business strategies. The priorities are the development of supervisors’ capabilities, strengthening operations in line with our core concepts and the implantation of best practices. Training programmes are planned Employer image and recruitment Employer image has been determined as one benchmark for fulfilling the S Group-wide HR strategy; it is monitored by, for example, Universum and employer image studies. The Universum study measures college and university students’ perceptions of employers. According to the results of the 2004 study, the S Group’s strengths included success in business, financial soundness, a strong corporate culture and a reputation as a solid employer. As an employer, the S Group was considered to offer a variety of challenging tasks and good internal prospects for development. A study was conducted during 2003–2004 in 11 regional cooperative societies in order to determine the external employer image DISTRIBUTION OF EMPLOYEES PER BUSINESS UNIT FULL TIME EMPLOYEES / PART TIME EMPLOYEES 38 Accountability profile. By and large, the survey showed that regional cooperative societies were considered reliable, fair and approachable and as having a good working atmosphere and good working conditions. SOK’s Human Resources Administration and Development unit recruited two field training groups in collaboration with the regional cooperative societies. Twelve trainees, four of whom work for SOK Corporation, were recruited for the university-level commercial field training group that started out in February. Fifteen trainees were recruited for the vocational polytechnic group launched in June. Field training groups are used to ensure a supply of key employees and the necessary supervisor and expert skills in the S Group’s different business areas and localities. The sound development in our ABC business operations is also witnessed by the widening range of courses at the Jollas Institute for staff in the service station store business. The S Group aims to step up the utilisation of technology through new courses in systems and the further development of online learning. Within corporate safety, particular emphasis will be placed next year on the development of a comprehensive risk management model as well as on planning risk management measures. Compensation and incentives Bonus schemes were extended to apply to all staff across SOK Corporation. The objective of bonus schemes is to support the implementation of operational plans, whilst encouraging and rewarding staff for good performance and developing their competence. Furthermore, SOK Corporation paid profit-related and incentive bonuses based on operations in 2004 amounting to EUR 4,614,504. Outlook for the future The continued development of an HR chain management operational model, which includes clarifying HR processes and responsibilities, will be one of the priority areas within HR functions in 2005. The project for the HR system will find concrete expression through a pilot study. In the coming year, a development project on the theme of reward practices will also get under way and models of co-operation with colleges and universities will be studied. The operational model for appraisal discussions will be standardised and ever-greater emphasis will be placed on the quality of the matters discussed. The competence of HR professionals will be developed on the basis of competence profiles. TURNOVER (permanent employees in Finland) NUMBER OF ACCIDENTS (in Finland) 39 Pääjohtajan katsaus 40 Accountability Environment Fundamentals The S Group’s development work and reporting on environmental compliance broadened in 2004 to embrace development work and reporting on indicators of the economic and social aspects of social accountability in addition to environmental responsibility. This report focuses on SOK Corporation’s development work in environmental compliance in 2004. Environmental management The most important aspect of environmental management is to put into practice the S Group’s environmental policy. The main principles of environmental policy are continuous improvement together with maintenance and development of the staff’s environmental knowledge. The overriding objective is to develop the S Group’s operations according to the principles of sustainable development. Within the S Group, attending to environmental compliance and implementing environmental policy in the field is the responsibility of both the units of SOK Corporation and the cooperative societies. SOK’s Strategic and Business Development Division and the Human Resources function are responsible for making environmental policy an integral part of the day-to-day operations of the various business units. Environmental policy has been distilled into quidelines enabling each unit to set clear-cut goals and objectives. To achieve the environmental objectives, schedules have been provided, including the designated responsible persons and the measures that have been decided. This systematic operating model integrates environmental compliance into the daily decision-making process. Indicators and comparative data are indispensable as the basis of decision-making; consequently, the S Group has drawn up standardised environmental indicators in order to report on environmental actions in the field. The use of indicators is a step along the path towards environmental auditing, which is a system of producing environmental data for measuring the company’s environmental impacts. In 2004 development work on environmental auditing at S Group level concentrated on the introduction of indicators of environmental responsibility and the integrated auditing rules as well as on automating access to data from numerous source systems. Environmental competence of employees Increasing and maintaining the environmental skills of personnel is an important part of day-to-day environmental work. Information was supplied to employees through training, seminars, communications, reporting, pilot projects and co-operation with the authorities. Training in environmental compliance has been carried out in co-operation between the Jollas Institute and the S Group’s units. At the Jollas Institute, environmental compliance has been included in store opening training, management training days, commercial field training and vocational degrees in sales and service station store sales. The main emphasis in 2004 was on store opening training for service station stores in the strongly growing ABC chain. In addition, the units have carried out their own internal training by means such as co-operating with goods suppliers and other interest groups. Environmental compliance has been marketed to employees in the Ässä magazine, the company’s website and the S Group’s Accountability Report. Trade magazines, guidebooks, brochures, concepts, fairs and working groups have also served as important sources of information. The “Good Administrative Practices within Co-ops”, a manual for administrative staff, was updated in 2004 to include a review of such matters as environmental responsibility and indicators. Real estate SOK’s Real-Estate Management is actively involved in pioneering programmes in the property and construction field. The ProGresS environmental programme worked out definitions for sectoral and company-specific indicators for existing properties. The PromisE system, which is used for classifying and comparing the environmental characteristics of properties, has been in pilot use since 2002. SOK’s Real-Estate Management has taken part in the work of the Project Steering Group as an expert in the area of retail properties. The S Group has adopted life cycle targets for developer construction that serve as a design tool in developer building. The targets are defined for the construction site, the building and the construction process. In 2004 the life cycle objectives were central in constructing service station stores in the ABC chain. The REM project on the theme of eco-efficiency and life cycle benchmarks for the construction and property field and headed by the Confederation of Finnish Construction Industries drew to an close in autumn 2004. Construction will get under way in 2005 on the pilot project, Suur-Seutu Cooperative Society SSO’s Prisma hypermarket, which is to be built in the centre of Lohja. The energy efficiency of the Viitasaari ABC service station store that opened in December 2004 is a breakthrough in Finnish commercial building. The service station store runs almost entirely on renewable energy. Cooperative Society Keskimaa pulled off the environmental technology solutions for the multi-service centre in co-operation with the University of Jyväskylä, the City of Viitasaari and the Ministry of Trade and Industry. SOK is taking part in the TISSUE project for monitoring the sustainable development of the urban environment, which draws up the benchmarks of sustainable development for locations such as retail premises. Energy and water consumption SOK Real Estate is a party to the voluntary energy conservation agreement of the property and construction industry (KRESS). Using energy more efficiently has made it possible to cut energy costs and reduce environmental loading substantially. Extending joint electricity procurement or bulk electricity for the entire retail group calls for the monitoring of consumption readings at individual sites. In 2004 a study was made of the feasibility of centrally providing information on electricity consumption directly from the S Group’s locations. Providing electricity consumption information on a centralised basis will serve not only joint procurement objectives but also the use and maintenance of real estate, accountability reporting and especially some of the 41 Accountability mandatory requirements of the energy efficiency directive which will come into force in 2006. SOK, SOK’s subsidiaries in Finland and Cooperative Society Varuboden used bulk electricity in 2004. SOK’s Real-Estate Management is taking part in the RET project on auditing eco-efficiency in buildings, which sets minimum requirements for the construction of new buildings and renovations. Auditing alternatives are a means to facilitate assessing the energy efficiency of alternative plans. Sourcing and logistics Over half of the daily consumer goods sold by the S Group’s chains are transported to the stores by means of the sourcing, storage and distribution services provided by Inex Partners Oy. Environmental co-operation between the S Group and Inex Partners is an important aspect of the entire logistics chain. Co-operation in environmental compliance and the provision of information were stepped up in 2004 from the perspective of Inex Partners’ revised operational models. Packaging requirements stress the need to avoid excess packaging and the importance of using packaging materials that can be recycled or utilised in other ways. Packaging materials and their recyclability must be marked in accordance with EU practices. Products that place a lower burden on the environment must feature a nationally or internationally approved environmental label. The company’s instructions specify environmental and ethical requirements for goods suppliers. These guidelines are taken into consideration when evaluating a new supplier. Intrade Partners Oy is responsible for ensuring that sourced goods and the information provided on them comply with environmental legislation and requirements. In 2004 Intrade Partners Oy became a member of the Business Social Compliance Initiative (BSCI) co-operation model that seeks to streamline and standardise monitoring of the working conditions of goods suppliers. Environmental labelling and Fair Trade products in product ranges Environmentally labelled and organic products have consolidated their position in the assortments. At the end of 2004, the product range of the nationwide chains featured about 500 organic products. Product sourcing from local organic producers by regional cooperative societies serves to further boost the volume of organic products offered. SOK and HOK-Elanto from the S Group participated in the Organic Products research project funded by the Ministry of Agriculture and Forestry, which was launched towards the end of 2004. Environmentally labelled non-food consumer goods comprise products marked with the Nordic Swan, the EU flower and the FSC Forest Certificate. In 2004 approximately 650 products in the textile assortments bore the ”Confidence in Textiles: tested for harmful substances” product safety label in accordance with the Oeko-Tex Standard 100. It has become common practice for building materials to display the relevant environmental specifications. Fair Trade products have been available on the markets for over five years. The best-known criterion of a Fair Trade product is the prohibition against using child labour. There are also stringent 42 environmental criteria for products bearing the Fair Trade mark. The use of pesticides must be kept to a minimum, and water systems and the soil are to be protected in accordance with strict regulations. Some Fair trade products also meet the criteria set for organic products, for which farmers are paid more. Market stores stock Fair Trade coffee, tea, cocoa, honey, chocolate, sugar, pineapples, oranges and bananas. Fair Trade products have been brought to public attention during Fair Trade promotion weeks. The S Group is one of the leading retailers of Fair Trade products in Finland. Waste management Wastes generated by the retail sector primarily comprise packaging waste, which falls within the sphere of responsibility of the manufacturer. Packaging wastes have been prevented from arising and their amount has been reduced by means such as developing and placing in use reusable transport conveyances. Packaging wastes are consigned for recycling or other types of reuse whenever possible. Well-run waste management entails reducing the amount of waste destined for landfills to under 10 per cent of the entire volume of waste generated. The sorting of wastes generated by the grocery sector focuses on four main types: biowaste, cardboard, energy waste and landfill waste. The best utilisation rate has been achieved with corrugated cardboard, which accounts for approximately 35 weight per cent of the overall volume of wastes generated by the Prisma hypermarkets and S Markets. At the Mylly Shopping Centre that was opened in Raisio in October 2001, a pilot project was run to explore a new type of centralised waste management system in which all waste management services are purchased from a single operator. Based on the experiences at Mylly, the new operational model spread in 2003 to about 60 of Cooperative Society Arina’s outlets and in 2004, to over 100 of Hankkija-Maatalous Oy’s Agrimarkets and to around 60 of Suur-Seutu Cooperative Society SSO’s locations. New technology has also been adopted at the Arabia Shopping Centre in Helsinki where the collection of weight and code data on wastes is based on the use of bar codes. Due to the new system at S Market Arabia, it is now possible to accurately monitor developments in waste volumes and costs. A centralised process of setting out products for sale is another way of preventing wastes from arising, reducing waste volumes and stepping up the rate of utilisation. In the Greater Helsinki area, setting out consumer goods for sale has been handled at Inex Partners Oy’s logistics centre in Hakkila, Vantaa. A Government Decree on End-of-life Vehicles came into force in autumn 2004 as part of waste disposal legislation. During 2004 the S Group’s different business areas prepared to assess the impacts from the obligations arising from the Animal By-products regulation and the decision concerning waste from electrical and electronics equipment. Recycling services for customers The best-known recycling service for customers is the bottle and can recycling system. Collection is mainly handled using automated bottle and can collection machines. Over 95 per cent of glass and plastic deposit bottles are returned, while over 90 per cent of aluminium cans are returned. The recovery of waste from Accountability electrical and electronic equipment will become mandatory in August 2005. Within SOK Corporation, Hankkija-Maatalous Oy and Maan Auto Oy have entered into an agreement with Finnish Tyre Recycling Ltd. Used tyre recycling is funded by way of a recycling charge that is collected when the customer buys new tyres. Furthermore, in 2004 Maan Auto Oy entered into an agreement with Finnish Car Recycling Ltd concerning the application of the EU Directive on End-of-life Vehicles. Communications Environmental information targeted at interest groups has been disseminated through the S Group’s accountability report, the environmental pages of the Annual Report and the S Group’s website. The option for ordering the report via the Internet has proved to be very popular. Environmental information has been provided to households through the Yhteishyvä magazine. The regional cooperatives have disseminated information using brochures, ecological experts, bulletin boards and various events such as S Bonus Card cruises. The internal communications tools of the S Group are the Ässä magazine and the S Intranet. Interest groups SOK has continued actively to contribute to dialogue relating to international environmental co-operation within Euro Coop’s Environmental Working Group. Central themes have been the EU’s sustainable development strategy, the recycling of waste from electrical and electronic equipment, issues relating to environmental labelling. the utilisation of packaging, as well as Fair Trade and organic production. SOK has actively headed the Environmental Committee of the Federation of Finnish Commerce and Trade and it has participated in the work of the Logistics and Purchasing Division of the Finnish Food Marketing Association. SOK has also been represented in the following working groups: the Ministry of the Environment’s Waste Management Committee; the Ministry of the Environment’s Waste Management Practices Working Group, which establishes the rules of the game; the environmental management system working group of the Ministry of Agriculture and Forestry’s foodstuffs quality strategy group; the Ministry of Trade and Industry’s environmental labelling steering group and the project management group of the Recycling Technologies and Waste Management Project (Streams) initiated by TEKES, the National Technology Agency of Finland. The S Group’s Social Accountability Report is available at www.s-kanava.net Sponsorship and international contacts Sponsorship Sponsorship and co-operation with interest groups are carried on according to uniform guidelines throughout SOK Corporation and the S Group. Ground rules ensure that sponsorship investments are made in line with objectives and that they are allocated to targets that in one way or another touch on the life of each and every member. The priorities of SOK’s sponsorship have shifted in recent years. The traditionally considerable investments in top sports are on the decrease and allocations for sponsored events that represent more varied fields of high culture have been diversified. Across the S Group, the emphasis is increasingly going over to supporting activities for children and young people. SOK Corporation’s sponsorship co-operation work during 2004 was given a strong emphasis on social responsibility. The major agreements concluded with the Finnish Red Cross and the Mannerheim League for Child Welfare serve as good illustrations of the new sponsorship policies. Co-operation also continued with Pori Jazz, Svenska Teatern, Art Centre Salmela, Neste Rally Finland, Circus Finlandia and the Finnish Freestyle national team. The S Group’s financial support made it possible for 18 freestyle schools in different parts of Finland to operate all winter long. Co-operation with the Finnish National Opera reached conclusion and the Helsinki Festival and the Raumanmeri Midsummer Festival came on board as new partners in co-operation. In addition to focused Group-wide activities, regional cooperative societies have actively engaged in co-operation with local organisations, associations and events. National partners – the Finnish Red Cross and the Mannerheim League for Child Welfare The S Group has entered into a national agreement of co-operation with two distinguished organisations: the Finnish Red Cross and the Mannerheim League for Child Welfare. The national agreements cover nationwide co-operation and the regional cooperative societies engage in co-operation with local organisations. The co-operation agreement with the Red Cross was concluded in December 2002. The S Group brought to the table its network, the regional cooperative societies, grocery markets and department stores, hotels and restaurants, service station stores, car dealerships and hardware and agricultural outlets. Through the co-operation, the S Group aims to bring the Red Cross into closer touch with its member families and its personnel. This provides the opportunity for the Finnish Red Cross to reach out to over 2 million Finns and thus gain additional resources for helping at the local level. The co-operation agreement between the Red Cross and the S Group is in force during 2003–2005. The S Group supports the Red Cross in drumming up membership and provides prominence for Red Cross activities in its own publications. Sales of Finnish Red Cross products in the S Group’s chains have also been promoted. The agreement includes wide local co-operation between Red Cross districts and local branches and the S Group’s regional cooperative societies. 43 Accountability The S Group’s nationwide co-operation with the Mannerheim League for Child Welfare got under way in 2000. Prior to this, the regional cooperative societies had already co-operated with local associations within the framework of such projects as the “A Good Start to Schooldays” campaign. In honour of SOK’s centennial, the S Group presented the Mannerheim League for Child Welfare with EUR 200,000 in January 2004. This sum covers the years 2004–2006 and it is being allocated for the development of an Internet service to support parents and for arranging regional “Parents Together” events. International contacts SOK Corporation’s contacts with international cooperative organisations are handled in the name of SOKL ry, the Finnish Cooperative Union. The Union is a member of the International Cooperative Alliance (ICA) and Euro Coop, a Brussels-based lobby organisation for consumer cooperatives. ICA has 236 member societies in over 100 countries and the member societies have a total membership of over 760 million. It is the world’s second largest such body immediately after the United Nations. The consumer cooperative businesses of 15 European countries are members of Euro Coop. Euro Coop represents a total of more than 3,200 cooperative societies and their 21 million members. Founded in 1957, the goal of Euro Coop’s activities is to sustain and nurture the intensity and values of consumer cooperative activities in a changing Europe. Euro Coop’s working groups, who act in close association with the European Commission, are one of the most important tools for fulfilling this goal. The working groups get to grips with the up-to-the-minute changes that have a bearing on consumers and consumer cooperatives. Working groups have been put together for product safety, foodstuffs safety and environmental matters. One of Euro Coop’s primary objectives is to influence legislation at the EU level to ensure the interests of consumers and consumer cooperatives are taken into due consideration and safeguarded from as early as when new legislation is being drafted. Euro Coop has EU status, and its prestige as a body that issues statements and exercises influence in Brussels is growing strongly. Anne Santamäki, SOK’s director for contacts with organisations, is the vice chairman of both ICA Europe and Euro Coop. The Finnish Cooperative Union, SOKL r.y. The Executive Board of the Finnish Cooperative Union, SOKL r.y, focuses its activities on developing and examining the business idea, values and vision of the S Group, and analyses, puts forward and presents policies and views related to the implementation of cooperative principles and values to the various decision-making bodies of the S Group and oversees their practical implementation. The Union does not participate in the management and decisionmaking of business operations. SOKL is the S Group’s representative in international cooperative activities, especially in the International Cooperative Alliance (ICA) and Euro Coop. SOK’s Field Consulting unit is responsible for the practical activities of SOKL. The Union has no clerical staff of its own. The 44 members of the Union, as in prior years, are all of the S Group’s cooperative societies and SOK. SOKL’s Executive Board in 2004 comprised representatives of regional cooperatives with Jukka Huiskonen, LL.M., Senior Judge, as chairman; Tytti IsohookanaAsunmaa, lecturer, vice chairman (until 24 April); Raili Palmi, office manager, vice chairman (as from 4 May); and members Tuula Entelä, Business Area Director (until 24 April), Ulla Karvo, LL.M. (as from 24 April), Pekka Kangasmäki, Managing Director, Simo Kutinlahti, farmer, Professor Kauko Mikkonen, Leena Pelkonen, Chief Financial Officer (as from 24 April) Håkan Smeds, Titular Commercial Counsellor (until 24 April), Heikki Taimi, Municipal Manager (until 24 April), Hanna Valtari, Training Director, (as from 24 April), Juha Vuorenhela, LL.M., as well as SOK representatives Taavi Heikkilä, Senior Vice President, SOK Strategic and Business Development Division (until 24 April), Jorma Koistinen, Director of Field Management and Cooperative Relations (as from 24 April) and Kari Neilimo, Chairman and CEO. Cooperative Advisory Board The S Group is a party to the Cooperative Advisory Board established by cooperative companies. Its purpose is to act as the body of co-operation for Finnish cooperative organisations and companies. The Advisory Board fulfils its functions by acting as the overall lobbyist and discussion forum for cooperative activities and by co-ordinating or in some other way implementing projects that improve the common conditions for the activities of cooperative companies. The members of the Advisory Board are: the Pellervo Confederation of Finnish Cooperatives, the Cooperative Tradeka Corporation, the Finnish Cooperative Union, SOKL ry and the OP Bank Group Central Cooperative. Jukka Huiskonen, Senior Judge, Otto Mikkonen, Managing Director, and Professor Kauko Mikkonen serve on the Advisory Board as representatives of the S Group. Pääjohtajan katsaus 45 Financial Statements Executive Board Report on Operations Retail operating environment in 2004 The growth in the world economy was just under five per cent in 2004. Though growth picked up towards the end of 2003, it has evened out since spring 2004. Region by region, growth has been spotty. It has been brisk in the United States, China and Russia as well. This robustness has been offset by the weakening in economic growth in the eurozone and Japan over last summer and the autumn. The appreciation of the euro against the United States dollar weakened the outlook for the eurozone export industry. The high price of oil exerted a drag on growth in the latter part of the year. The growth in Finland’s gross domestic product strengthened during 2004. The value of total output in January-October increased by 3.2 per cent on the previous year. The full-year growth of just over three per cent was quite good compared with the EU area as a whole, where growth is likely to come in below 2.5 per cent. In Finland, however, there was no customary export-led upswing, accompanied by both an increase in export volumes and rising export prices and thus spurring industrial capital spending. Finland’s export growth was modest compared with the trend in world trade in both value and volume terms. Growth was supported by electronics manufacturing, housing investments and private consumption. Household consumption has bolstered and lifted the national economy’s output. Consumer confidence has held up at a good level and has been clearly better than overall confidence in the Finnish economy’s growth prospects. The slight rise in employment that got under way in the latter part of the year strengthened consumer confidence markedly. Industry and the services are fairly confident about the future, and their outlook is considerably more upbeat than a year ago. The average rate of inflation in 2004 was only 0.2 per cent. The biggest factor keeping the rise in consumer prices in check was the decrease in the alcohol tax, which came into effect in March. The lowering of telephone charges also reduced inflation. Higher fuel prices raised consumer prices the most. Inflation was also affected by the rising costs of cultural and leisure services, rents and housing. The slight rise in the price level has contributed to an increase in consumers’ purchasing power. The rise in households’ real income is estimated to have been more than five per cent last year. Low inflation in the eurozone coupled with modest economic growth have kept interest rates at a low level. Households’ smaller interest expenses have raised disposable income by nearly 0.3 percentage point. The growth in private consumption remained at a good level in 2004. The breakdown of goods consumption became more balanced as the effects of tax changes leading to robust care sales died down. Over the whole year, the increase in sales of consumer durables is estimated at 4 per cent compared with the value of sales a year earlier. Sales of semidurables and short-lived goods grew by 4.5 and 3.5 per cent, respectively, whereas the growth in services was only two and a half per cent. The value of retail sales, excluding the motor trade, grew by 4.2 per cent by the end of November, according to Statistics Finland. Vehicle sales were up 7.3 per cent. In the motor trade, registrations of new cars were nevertheless down 3.2 per cent. The growth in 46 sales of home appliances and furniture was at around 9 per cent by the end of October. The hardware trade reported growth of 7.3 per cent. The increase in sales in the department store trade was 4.8 per cent by the end of November. According to the Finnish Food Marketing Association, retail sales by its member companies in 2004 grew by 0.3 per cent, and Statistics Finland reported that according to retail statistics, grocery sales grew by 1.7 per cent by the end of November. The change in the taxation of alcoholic beverages and keener competition depressed the level of grocery prices. The agritrade in Finland grew somewhat in value terms and was about EUR 1.9 billion. Trade in the production inputs used on farms remained largely unchanged. Total unit sales of tractors declined by 5 per cent, though agricultural work machine volumes remained at least at the previous year’s level. Finland’s grain harvest of 3.6 billion kilograms was about 5 per cent smaller than the harvest a year earlier. Owing to the rainy summer, there were a lot of quality problems with the grain harvest. Guests at Finland’s hotels, motels and inns stayed the night 12.4 million times by the end of November. The number of overnight stays was two per cent higher than a year ago. The hotel occupancy ratio rose slightly and was 48.4 per cent. Restaurant sales were down a bit compared with the previous year. Changes in the Group structure Changes during the report period In a transaction concluded at the beginning of 2004, the Porin Sokos Oy business was sold to Satakunta Cooperative Society and the Sokos Hotel Vaasan Vaakuna business that was carried on by Sokotel Oy was sold to Cooperative Society KPO. Netista.com, an online portal for consumer goods, was wound up at the turn of March-April and online sales will be carried on as part of the operations of each business area. With the entry into force of the new Block Exemption, Automobiles Peugeot stipulated that the importation and retail sales of Peugeot vehicles in all European Union member states be carried on through separate companies. During 2004 the dealership operations of Maan Auto Oy, Estonia-based AS Kommest Auto and Latvia-based A/S Lauva Auto were transferred to subsidiaries that were established by the companies for this purpose. SOK and HOK-Elanto engaged in mutual transactions that also involved sales of properties and business premises. At the end of March, HOK-Elanto purchased the business premises of the Prisma hypermarkets in Malmi and Tikkurila from SOK. The business operations of the Sokos department store in the centre of Helsinki and of the Emotion store in Järvenpää were sold to HOK-Elanto at the beginning of May. The objective of SOK’s subsidiary Uudenmaan ABC Oy is to develop a comprehensive network of ABC service station stores in the Greater Helsinki area. In June the company opened an ABC unmanned station in the Nihtisilta district of Espoo and in November ABC service station stores were opened in Järvenpää and in Helsinki’s Tuomarinkylä district. In November SOK established two property companies that own the Järvenpää and Tuomarinkylä properties. Uudenmaan ABC Oy will continue developing its network of locations in 2005 by opening new ABC service station stores. Financial Statements SOK has decided to focus its operations in the Baltic countries on grocery sales, the hotel business and the motor trade. In the early part of 2005, SOK’s subsidiary AS Prisma Peremarket will purchase the Tallinn-based Prisma Rocca al Mare business from ETK, a local company. In addition, the company has made an agreement on building a fifth Prisma in Tallinn’s Lasnamäe district. The unit will open its doors in time for the Christmas market in 2005. In the farm goods sector, the shares in Agribalt AS Viro and SIA Agribalt Latvia were sold to AS Mecro of Estonia in November. The ZAO Kom-Motors retail vehicle business in St. Petersburg was divested in October when AS Kommest Auto sold the shares to OÜ Baltic Business Associates. At the end of August, Porin Sokos Oy and Netista Oy as well as four property companies merged into SOK. The operations of these companies have been wound up. In November, SOK purchased the entire shares outstanding in Olarin Autokiinteistö Oy from Oy Realinvest Ab. Automaa Oy operates a car dealership in the premises. In December, SOK sold all the shares in the property company Chydenia Center Oy to the construction companies Kokkolan NSA-Rakennus Oy and Forsström Rakennus Oy. SOK’s Sokotel Oy subsidiary discontinued the Sokos Hotel Klaus Kurki business at the end of 2004 when the lease agreement on the property expired. Changes after the close of the report period In a deal made at the beginning of the year, the Tampereen Sokos Oy business was sold to Pirkanmaa Cooperative Society. In the same connection, SOK sold the shares in KOy Kauppahalli Piha to Pirkanmaa Cooperative Society, and KOy Tampereen Valtakulma sold the property it owned to Sampo Pankki plc, a bank. In transactions between SOK and HOK-Elanto, SOK’s subsidiary Sokotel Oy sold the Ravintola Memphis and Coffee House businesses that operate in the Helsingin Sokos property to HOKElanto on 1 January 2005. In the above premises, Sokotel Oy will continue to run the Sokos Hotel Vaakuna and the Ravintola Loiste restaurant business. Sokotel Oy in turn purchased the Hotelli Presidentti business from HOK-Elanto on 1 January 2005. In a transaction completed in January, SOK sold the shares in a company that owns the Joensuun Sokos property to Northern Karelia Cooperative Society. In January, SOK’s Sokotel Oy subsidiary entered into a preliminary agreement on starting up the Turun Marina Palace Hotel business in Turku. SOK has decided to build an Agrimarket centre and an ABC service station store in Hyvinkää. Hankkija-Maatalous Oy will transfer its premises from the Vallila district in Helsinki to Hyvinkää. The new centre will start operations in 2006. Net turnover SOK Corporation had net turnover of EUR 3,781 million, up 21.5 per cent on the previous year. The bulk of the growth in turnover is attributable to fuel deliveries by the fuel procurement company North European Oil Trade Oy to its customers, who are the cooperative societies and Greeni Oy. SOK’s net turnover does not include the EDI-based invoicing that was sent via SOK by the associated company Inex Partners Oy. Aggregate net turnover generated by the agricultural and hardware trade grew by 7.4 per cent. Hankkija-Maatalous Oy had net turnover in 2004 of EUR 720.0 million, representing growth of 5.0 per cent on the previous year. The sales trend was favourable in all product groups, except for the grain trade, where sales were slightly lower due to the poor year for crops. Sales of fuel, seed, work machines and hardware products showed an especially good trend. Within SOK Corporation, hotels and restaurants are operated by Sokotel Oy in Finland and AS Sokotel in Estonia under the Sokos Hotels and Radisson SAS brands. Sokotel Oy’s net turnover was down 7.0 per cent on the figure a year ago. The drop in net turnover was attributable to the winding up of the operations of the Radisson SAS Hesperia hotel towards the end of 2003 and the sale of Sokos Hotel Vaasan Vaakuna to Cooperative Society KPO at the beginning of 2004. Like-for-like net turnover grew by 2.9 per cent. The company’s operational efficiency held steady at roughly the previous year’s level despite the large investments that disturbed operations at several Sokos Hotels and Radisson SAS Hotels. Average prices of the company’s hotel rooms declined slightly, but this was offset by a rise in the occupancy rate, leading to an increase in the yield per room at the company’s hotels compared with the previous year and enabling them to exceed the national averages by a clear margin. AS Sokotel operated for its first full year at the Sokos Hotelli Viru in Tallinn in 2004. The company had net turnover of EUR 16.9 million, coming in markedly ahead of the target set. The good trend in net turnover was attributable to buoyant sales in the summer, but also to good weather conditions, helping express ferries to run during a clearly longer season in 2004 than a year ago. Net turnover derived from the Corporation’s motor trade increased by 4.4 per cent compared with the level in 2003, rising to EUR 356.0 million. Net turnover generated by the Maan Auto Group in Finland rose by 10.2 per cent to EUR 294.3 million, whereas it contracted by 15.9 per cent within the Kommest Auto Group in the Baltic countries, coming in at EUR 61.7 million. The market share of Peugeot cars increased from 6.7 per cent to 7.0 per cent, the highest-ever market share for Peugeot in Finland. The market share of Peugeot vans declined from 4.9 per cent to 4.5 per cent. The market share of Peugeot cars in Estonia dropped from 12.2 per cent to 8.5 per cent and in Latvia from 8.8 per cent to 7.2 per cent. SOK Corporation ran Sokos operations through the companies which it owns jointly with the regional cooperative societies, these being located in Tampere, Helsinki, Espoo, Järvenpää as well as in Turku and Raisio. The business of the Helsinki department store operated by Helsingin Sokos Oy (currently Tapiolan Sokos Oy) and its Emotion beauty shop in Järvenpää were sold to HOKElanto on 1 May 2004. The company retained ownership of the Tapiolan Sokos department store. In addition, a decision was taken during the year on selling the Tampereen Sokos Oy business to Pirkanmaa Cooperative Society on 1 January 2005. The companies had net turnover of EUR 97.0 million, down 27.6 per cent compared with the previous year owing to the disposals of the Pori and Helsinki department store businesses. On a like-for-like basis, 47 Financial Statements net turnover rose by 7.9 per cent, ahead of budget and better than the overall trend in the sector. Financial performance SOK Corporation’s profit before extraordinary items was EUR 54.4 million, compared with EUR 51.8 million a year earlier. The figure includes other operating income, a share of the associated companies’ profits, write-downs on fixed and other non-current assets and investments, including reversals on them, and the change in obligatory reserves. SOK Corporation’s operational result, which does not include the items listed above, improved on the previous year’s earnings. SOK Corporation’s return on investment was 7.2 per cent (6.9 per cent in 2003). The return on investment within ordinary business operations, stripping out SOK’s support and service functions, was 19.6 per cent. Write-downs of EUR 6.2 million were made on non-current assets and were booked primarily for goodwill and other long-term expenditure. SOK Corporation’s net financial income and expenses were in the black, as in the previous year, but were EUR 4.2 million less than the figure a year earlier owing to the write-downs on non-current investments. The agricultural and hardware trade posted operating profit at a higher level than both the budget and the year-ago figure. Operating profit generated by Sokotel Oy, which is engaged in the hotel and restaurant business in Finland, fell slightly short of budget but exceeded the previous year’s level. AS Sokotel, which runs hotels and restaurants in Estonia, turned in operating profit that was clearly ahead of budget and better than was reported in the previous less-than-12 month financial year. Operating profit from SOK Corporation’s motor trade as well as the aggregate operating profit of the Sokos companies were ahead of budget and better than the figures a year earlier. The property business and other service units reported operating profit that was above budget but weaker than a year ago. Operations of SOK SOK is the parent company of SOK Corporation. In accordance with its statutes, SOK acts as the central organisation of the S Group, promoting and developing the operations of the cooperative societies and other organisations belonging to the S Group and attending to the management and supervision of the Group’s overall resources for maximum efficiency, whilst also monitoring the operations and seeing to the interests of the S Group and its different constituent organisations. SOK is in charge of the S Group’s strategic guidance. Its tasks are to provide the S Group companies with services related to chain management, customer-ownership and marketing along with general chain and corporate services, including development activities connected with these services and the S Group’s other operations. Other important services for the S Group’s operations are purchasing, rental services and assortment and invoicing services for goods delivered directly from manufacturers to the chain units. Via its nationwide and regional subsidiaries, SOK is able to offer its customer-owners a wider spectrum of services in accordance 48 with the decisions taken within the S Group. In addition, in the Baltic area SOK engages in the grocery and vehicle trade as well as the hotel business via its subsidiaries. SOK’s net turnover totalled EUR 2,187 million, increasing by 29.2 per cent on the figure a year earlier. The growth in net turnover was attributable primarily to the increase in EDI invoicing via SOK. The factors behind the higher EDI volume were the invoicing by North European Oil Trade Oy, which began operations in February 2004, the higher sales owing to the HOK-Elanto merger and the transfer of Hankkija-Maatalous Oy’s EDI invoicing, which is now handled via SOK’s EDI system. SOK’s profit before extraordinary items was EUR 25 million, compared with the previous year’s profit of EUR 28 million. The rents included in other operating expenses consist primarily of the rental expenses of SOK Corporation or are for premises that have been sublet to other S Group companies. Capital expenditures and disposals of fixed assets SOK Corporation’s purchases booked in non-current assets, i.e. capital expenditures on fixed assets, amounted to EUR 53 million in 2004. The main capital expenditure items were information system projects for the various functions as well as investments in the hotel and restaurant business. By contrast, disposals of non-current assets and businesses totalled EUR 52 million. The largest disposals were the business premises in Malmi and Tikkurila as well as the sale of the Helsingin Sokos business to HOK-Elanto. Financing Short interest rates in the eurozone remained low all year long. Longer rates rose during the first half of the year but headed downward after June, ending at a lower level than a year ago. Cash flow before financial items according to SOK Corporation’s cash flow statement was EUR 95.8 million in the black. SOK Corporation’s liquidity remained good throughout 2004. Liquid cash assets and money market investments totalled EUR 659.1 million at the end of the year. In addition, SOK Corporation had EUR 246.8 million of undrawn binding credit facilities, of which EUR 164.1 million were long-term. SOK Corporation’s equity ratio remained good and the net amount of interest-bearing liabilities and financial assets was EUR 103.8 million in the black, an improvement on the previous year of EUR 94.9 million. The SOK Group’s financial income and expenses, not counting in write-downs on investments held in non-current assets, contributed EUR 3.2 million to earnings, representing an improvement on the previous year of EUR 0.8 million. Personnel The average number of SOK Corporation employees, converted to full-time staff, was 4,494 during the financial year. SOK Corporation’s number of personnel at the end of 2004 was 4,790 employees, of whom 631 (13.2%) were SOK staff and 4,159 (86.8%) Financial Statements employees of the subsidiaries. The number of personnel decreased by 159 from the previous year (minus 3.2%). A total of 877 employees worked at sites abroad at the end of the year. The number of staff was reduced by the sale of the Porin Sokos business to Satakunta Cooperative Society on 1 January 2004 as well as by the sale of the Helsingin Sokos department store business to HOK-Elanto on 1 May 2004. The disposals of the Agribalt AS Viro and SIA Agribalt Latvia businesses on 1 November 2004 likewise reduced the number of staff from the previous year. Offsetting this were the increases in personnel due to the transfer of the Oy Motortrans Ab business to SOK Corporation as well as the opening of the Uudenmaan ABC Oy service station stores in Tuomarinkylä and Järvenpää in November 2004. SOK’s management and auditors CEO Kari Neilimo has served as chairman of SOK’s Executive Board. In addition to the CEO, the other members of the Executive Board in 2004 were Managing Director Esko Hakala, Managing Director Arto Hiltunen, Kalle Lähdesmäki, Senior Vice President, SOK Field Division, Managing Director Kuisma Niemelä, Managing Director Veli-Matti Puutio, Jukka Salminen, Executive Vice President, SOK Administrative Division and Managing Director Eero Saukkonen. The Corporation’s auditors in 2004 were the Authorised Public Accountants Tomi Englund, Juhani Heiskanen and Tapani RotolaPukkila. SOK’s Supervisory Board has appointed the following persons to a one-year term on SOK’s Executive Board beginning on 1 January 2005: CEO Kari Neilimo, Chairman, Managing Director Esko Hakala, Managing Director Arto Hiltunen, Managing Director Kuisma Niemelä, Managing Director Veli-Matti Puutio, Jukka Salminen, Executive Vice President, SOK Administrative Division, and Managing Director Ulla-Maija Tolonen. SOK’s chief executive has been assisted in the strategic management of SOK Corporation and the S Group by SOK’s Management Team, whose members during 2004 were Taavi Heikkilä, Senior Vice President, SOK Strategic and Business Development Division (up to 31 May 2004), Managing Director Ensio Hytönen, Reijo Kaltea, Senior Vice President, SOK Customerownership and Speciality Stores Division, Suso Kolesnik, Senior Vice President, SOK Communications and Publications, Kalle Lähdesmäki, Senior Vice President, SOK Field Division, Harri Miettinen, Senior Vice President, SOK Strategic Development and Human Resources (as from 1 June 2004), Matti Pulkki, Senior Vice President, SOK Hotel and Restaurant Division, Jukka Salminen, Executive Vice President, SOK Administrative Division, Antti Sippola, Senior Vice President, SOK Market Chain Management, Heikki Strandén, Senior Vice President, SOK ABC Chain Management and Aino Toikka, Senior Vice President (up to 31 August 2004). whereas private consumption is beginning to flag. Major factors of uncertainty for stable economic growth are still the price of oil and possible sharp fluctuations in foreign exchange rates. The United States’ huge current account deficit increases the risk of swings in foreign exchange rates, which impact the world economy. The outlook for retail sales growth this year is somewhat lower than last year. Households’ real income will probably grow more slowly than in the two previous years. A factor contributing to slowing down the growth in real income is the estimated rise in consumer prices of about one and a half per cent. The growth in private consumption is forecast to come in below three per cent. Interest rates are forecast to hold steady and at a low level at least up to autumn of this year. The stable economy and continuing strong consumer confidence offer a reasonably good basis for a healthy trend in retail sales. SOK Corporation is estimated to post a lower operational result than in 2004. Net turnover generated by SOK Corporation’s business units is estimated to outpace the overall growth in the retail trade this year. The biggest growth expectations are for SOK Corporation’s motor trade, Baltic operations and the hotel business. Growth expectations for the agritrade are in line with the market trend. Net turnover derived from SOK Corporation’s department store trade will fall sharply owing to the sales of business operations that were carried out within the S Group last year. Despite the prospects for good growth, SOK Corporation’s business units are estimated to report slightly lower earnings than in 2004. The main factors affecting the earnings trend are the divestments of department store businesses and capital expenditures in the Baltic countries. The volume of the S Group’s chain management and service operations, for which SOK is responsible, will grow and this year SOK will continue making strong inputs into development projects aiming at boosting the efficiency of the S Group’s processes. Investments in systems and new operating models will weaken the earnings level of the chain management and service functions in the current year. Outlook for the current financial year Finland’s gross domestic product is estimated to grow in 2005 at nearly the same rate as last year. The components of GDP growth are nevertheless changing, with exports on the increase, 49 Financial Statements Consolidated Income Statement EUR million Ref. Net turnover Other operating income (1) (2) Materials and services Raw materials and consumables External services (3) Staff costs Wages and salaries Social security costs (4) Depreciation and value adjustments (5) Other operating expenses Rents Other expenses Share of associated companies’ profits (+/-) Operating profit Share of associated companies’ profits (+/-) Financial income and expenses (+/-) (6) Profit for the financial year 50 3 781.1 13.1 3 111.5 11.0 3 362.2 2 620.2 88.2 2 708.4 155.1 119.9 29.0 149.0 40.5 65.7 119.5 185.1 1.8 34.2 66.8 119.8 186.6 2.1 53.2 46.4 (8) -0.0 1.2 -0.0 5.4 54.4 51.8 54.4 51.8 -14.1 -0.1 -16.7 0.2 40.2 35.3 (9) Profit before taxes Direct taxes (+/-) Minority interest (+/-) 125.5 29.6 1.1.–31.12.2003 (1) Profit before extraordinary items Extraordinary items (+/-) 3 266.7 95.5 1.1.–31.12.2004 (11) Financial Statements Consolidated Balance Sheet 31.12.2004 ASSETS EUR million Ref. NON-CURRENT ASSETS Intangible assets Group goodwill Tangible assets Shares in associated companies Other investments (12) (12) (12) (13) (13) 57.8 0.7 272.7 56.0 35.9 (15) (16) (17) (18) (19) 136.7 3.9 2.9 383.0 573.1 86.1 CURRENT ASSETS Stocks Long-term debtors Deferred tax assets Short-term debtors Securities Cash in hand and at bank LIABILITIES EUR million CAPITAL AND RESERVES Cooperative capital Supplementary cooperative capital Revaluation reserve Legal reserve Supervisory Board’s disposal fund Profit brought forward Profit for the financial year 31.12.2003 423.1 59.7 1.2 302.9 72.5 36.6 472.9 1 185.6 134.8 3.8 4.4 329.0 478.1 25.7 975.8 1 608.8 1 448.7 31.12.2004 31.12.2003 (20) 71.1 16.8 25.4 14.8 0.0 287.7 40.2 MINORITY INTEREST PROVISIONS (22) CREDITORS Long-term creditors Deferred tax liability Short-term creditors (23) (24) (25) 456.0 68.6 14.8 51.5 12.8 0.2 261.4 35.3 17.3 5.6 30.2 9.8 1 089.9 1 129.9 1 608.8 444.6 17.0 9.2 32.0 10.4 935.5 978.0 1 448.7 51 Financial Statements Consolidated Cash Flow Statement 1.1.–31.12.2004 1.1.–31.12.2003 BUSINESS OPERATIONS Operating profit Adjustments to operating profit (1) Change in working capital (2) Cash flow from business operations before financing and taxes Interest paid and other financial expenses Interest received and other financial income Dividends received from business operations Direct taxes paid Cash flow from business operations 53.2 23.2 20.5 96.8 -16.1 17.3 5.1 -6.0 97.0 46.4 21.7 21.3 89.3 -13.9 15.1 3.5 -13.0 81.0 INVESTMENTS Subsidiary shares purchased Acquisition of other fixed assets Subsidiary shares sold Sale of other fixed assets Change in other long-term investments Adjustment of items booked on accrual basis Liquid assets of divested and acquired subsidiaries Dividends received from investments Cash flow from investments -5.2 -47.3 5.4 46.2 -0.9 0.1 -0.5 1.0 -1.2 -1.5 -54.9 6.1 18.4 5.1 0.2 0.4 0.9 -25.3 FINANCING Increase in long-term creditors Decrease in long-term creditors Increase (+)/decrease (-) in short-term creditors Increase (-)/decrease (+) in short-term debtors Change in short-term investments Minority interests in subsidiaries Increase in cooperative capital and supplementary cooperative capital Interest paid on the cooperative capital and supplementary cooperative capital Decrease in capital and reserves Cash flow from financing 4.0 -0.9 59.2 -0.6 -14.5 0.5 4.5 -6.4 -0.7 45.1 1.5 -39.8 66.5 0.1 -10.0 0.1 5.0 -5.9 -0.4 17.1 Increase (+) / decrease (-) in liquid funds 140.9 72.9 Liquid funds at the beginning of the year Liquid funds at the end of the year 493.7 634.6 420.9 493.7 -11.4 40.5 -5.9 23.2 -8.6 34.2 -4.0 21.7 -61.5 -9.8 91.8 20.5 -15.2 0.0 36.5 21.3 EUR million Ref. Adjustments to operating profit (1) Gains (-) and losses (+) from the sale of fixed assets Depreciation and value adjustments Income and expenses which do not involve payment Change in working capital (2) Change in trade debtors Change in stocks Change in short-term interest-free creditors 52 Financial Statements SOK CORPORATION NET TURNOVER 2000–2004 PROFIT BEFORE EXTRAORDINARY ITEMS RETURN ON INVESTMENT % PERSONNEL AT 31.12. 2000–2004 OPERATING PROFIT 2000–2004 NET INTEREST PAYABLE 2000–2004 (% of net turnover) GROSS INVESTMENT IN FIXED ASSETS 2000–2004 INTEREST-BEARING NET LIABILITIES AT 31.12., 2000–2004 CAPITAL AND RESERVES* AT 31.12. 2000–2004 (equity ratio, %) GEARING, % 2000–2004 * Excluding capital loan 53 Financial Statements SOK Income Statement EUR million Ref. Net turnover Other operating income (1) (2) Materials and services Raw materials and consumables External services (3) 2 026.3 42.7 26.4 6.3 1.1.–31.12.2004 1.1.–31.12.2003 2 187.4 4.5 1 693.0 3.8 2 068.9 1 533.6 36.9 1 570.5 32.6 21.9 6.4 28.3 Staff costs Wages and salaries Social security costs (4) Depreciation and value adjustments (5) Other operating expenses Rents Other expenses (6) Operating profit (loss) (1) -4.3 6.5 Financial income and expenses (+/-) (8) 29.5 21.3 25.2 27.8 17.7 5.2 42.8 33.0 -2.0 -10.7 -0.5 -10.0 30.2 22.5 Profit before extraordinary items Extraordinary items (+/-) (9) Profit before appropriations and taxes Appropriations (+/-) Direct taxes (+/-) Profit for the financial year 54 (10) (11) 6.5 54.9 33.1 88.0 4.8 58.1 28.5 86.7 Financial Statements SOK Balance Sheet 31.12.2004 ASSETS EUR million Ref. NON-CURRENT ASSETS Intangible assets Tangible assets Shares in Group companies Other investments (12) (12) (13) (13) 29.5 9.6 273.4 206.3 (15) (16) (18) (19) 2.5 3.1 312.4 582.9 70.5 CURRENT ASSETS Stocks Long-term debtors Short-term debtors Securities Cash in hand and at bank 31.12.2003 518.8 22.4 9.5 256.9 245.4 534.2 971.4 14.1 2.4 258.2 496.6 8.1 779.4 1 490.2 1 313.6 31.12.2004 LIABILITIES EUR million CAPITAL AND RESERVES Cooperative capital Supplementary cooperative capital Legal reserve Supervisory Board’s disposal fund Profit brought forward Profit for the financial year (20) ACCUMULATED APPROPRIATIONS PROVISIONS (21) (22) CREDITORS Long-term creditors Short-term creditors (23) (25) 71.1 16.8 14.8 0.0 317.4 30.2 450.3 31.12.2003 68.6 14.8 12.8 0.2 303.8 22.5 5.3 3.5 6.8 1 024.3 1 031.1 1 490.2 422.7 3.4 6.1 9.6 871.9 881.5 1 313.6 55 Financial Statements SOK Cash Flow Statement 1.1.–31.12.2004 1.1.–31.12.2003 BUSINESS OPERATIONS Operating profit Adjustments to operating profit (1) Change in working capital (2) Cash flow from business operations before financing and taxes Interest paid and other financial expenses Interest received and other financial income Dividends received from business operations Direct taxes paid Cash flow before extraordinary items Cash flow from the extraordinary items of business operations Cash flow from business operations -4.3 -0.4 8.9 4.2 -14.5 23.0 5.0 -1.0 16.8 0.1 16.8 6.5 -0.6 1.1 7.0 -12.8 20.9 3.5 -11.6 7.0 -0.7 6.3 INVESTMENTS Acquisition of fixed assets Sale of fixed assets Change in other long-term investments Dividends received from investments Cash flow from investments -26.6 20.9 24.0 2.1 20.4 -20.6 12.7 -14.5 3.7 -18.7 FINANCING Decrease in long-term creditors Increase (+) / decrease (-) in short-term creditors Change in short-term investments Increase in cooperative capital and supplementary cooperative capital Interest paid on the cooperative capital and supplementary cooperative capital Other decrease in capital and reserves Group contributions received Group contributions paid Liquid funds from merger Cash flow from financing 0.0 106.0 -14.5 4.5 -6.4 -0.7 13.8 -5.9 0.1 97.0 -31.4 104.9 -10.0 5.0 -5.9 -0.4 29.1 -13.3 Increase (+) / decrease (-) in liquid funds 134.2 65.7 Liquid funds at the beginning of the year Liquid funds at the end of the year 494.7 628.9 429.0 494.7 -4.4 6.5 -2.6 -0.4 -2.6 4.8 -2.8 -0.6 -43.0 0.0 51.9 8.9 -10.2 -5.8 17.1 1.1 EUR million Ref. Adjustments to operating profit (1) Gains (-) and losses (+) from the sale of fixed assets Depreciation and value adjustments Income and expenses which do not involve payment Change in working capital (2) Change in trade debtors Change in stocks Change in short-term interest-free creditors 56 78.1 Financial Statements Notes to the Financial Statements Accounting Policy In accordance with SOK’s statutes, the name SOK Corporation is used for the SOK Group. SOK Corporation comprises SOK (Suomen Osuuskauppojen Keskuskunta) and its subsidiaries. SOK’s financial statements and consolidated financial statements have been prepared in the manner prescribed by Finnish legislation governing the preparation of financial statements (Finnish Accounting Act). The cash flow statement has been prepared in accordance with the general recommendations of the Finnish Accounting Standards Board, applying the indirect form of cash flow statement. Scope of the consolidated financial statements The consolidated financial statements include the parent cooperative and all the companies in which the parent cooperative held, at the close of the financial year, either directly or through its subsidiaries, more than half of the voting rights conferred by the shares. Of the above-mentioned companies, four subsidiaries operate in Estonia and two in Latvia. The financial statement information of the associated companies (voting rights of 20%–50%) are included in the consolidated financial statements. Of the subsidiaries, two dormant companies have been omitted from the consolidated financial statements. In addition, excluded from the consolidation are five housing corporations, four of which are subject to State Housing Board regulations. The exclusion of the above-mentioned subsidiaries and associated companies does not have a material effect on the Group’s result and shareholders’ equity. Principles of consolidation The consolidated financial statements have been prepared by combining the Group companies’ income statements and balance sheets as well as the notes to them. The financial statements of the Group companies are for the period 1 January – 31 December 2004. Companies acquired or formed during the financial year have been consolidated from the date of acquisition or formation. Divested subsidiaries or associated companies have been consolidated up to the date of sale. Intra-Group holdings Intra-Group holdings in subsidiaries have been eliminated using the acquisition cost method. The intra-Group shareholding has been eliminated by subtracting their acquisition cost as well as, from the shareholders’ equity of the subsidiaries, an amount corresponding to the Group’s holding in them. The shareholders’ equity of subsidiaries acquired also includes accelerated depreciation less the deferred tax liability as well as voluntary provisions. Differences arising in the eliminations, to the extent that they are due to differences between the current and book values of properties, have been allocated to the relevant fixed assets and the remaining part is stated as goodwill on consolidation in the balance sheet. Group goodwill attributable to buildings has been amortised in line with the depreciation plan for the building in question. Group goodwill is amortised over a period of 5 years on a straight-line basis. Intra-Group transactions and margins When preparing the consolidated financial statements, all intra- Group income and expenses, distribution of profits, receivables and debts as well as unrealised profit margins from intra-Group transactions have been eliminated. Minority interests Minority interests in the profit for the financial year is shown as a separate item in the income statement. The minority interest in capital and reserves is also shown as a separate item in the consolidated balance sheet. Translation differences The financial statements of foreign subsidiaries have been translated into euros at the exchange rate on the balance sheet date. Translation differences arising from the elimination of shareholder’s equity have been entered under profit brought forward in the consolidated balance sheet. Associated companies Associated companies have been consolidated using the equity method. The Group’s share of the associated companies’ profit for the financial year, in accordance with the Group’s proportional holdings and adjusted for any amortisation of goodwill and dividends received, is shown in the consolidated income statement after operating profit. By contrast, the result of the associated companies that carry on the Group’s mainline business are included in the operating profit calculations and stated on the previous line. Inex Partners Oy’s EDI invoicing through SOK is not included in SOK’s net turnover. In the consolidated balance sheet, the acquisition cost of associated companies and the Group’s shareholders’ equity includes the Group’s post-acquisition share of an associated company’s accumulated net assets, inclusive of total appropriations and less the deferred tax liability. Intra-Group profit margins arising in transactions between Group companies and associated companies have been eliminated in proportion to each party’s holdings. Such margins have been subtracted from the Group’s profit brought forward and from the cost of acquiring the shares in associated companies. Eliminated capital gains are recognised as income in step with depreciation. Items in foreign currency and derivative contracts Transactions in foreign currency have been booked at the exchange rate on the date of the transaction. Foreign currency receivables and liabilities that are open at the end of the financial year have been translated into euros at the exchange rate quoted by the European Central Bank on the closing day of the financial year and the exchange rate differences have been booked as a credit or charge to income. Derivative contracts taken out for hedging purposes Forward exchange contracts Interest gains and losses on forward exchange contracts have been periodised over the contract period as interest income or expenses or adjustments thereto. Exchange rate differences on forward contracts 57 Financial Statements taken out for hedging purposes have been entered as a credit or charge to income against the exchange rate difference arising from the hedged item in the course of the financial year during which the exchange rate difference of the hedged item was entered. Unrealised foreign exchange gains are entered as a credit to earnings to a maximum of the amount of a loss arising from the hedged item and the proportion in excess of this is booked to a balance sheet account. Unrealised foreign exchange losses on derivatives hedging balance sheet items are booked to the full amount as a charge to earnings. Unrealised foreign exchange differences on forward exchange contracts hedging future cash flows are booked to the balance sheet. Forward rate agreements and interest rate swaps Unrealised changes in the value of forward rate agreements are booked to the balance sheet, whereas realised changes in value are periodised over the contract period as a credit or charge to earnings. The financial statements contain no open forward rate agreements taken out for hedging purposes. The interest on interest rate swaps has been periodised over the contract period to adjust interest income or expense. Changes in value of interest rate swaps taken out for hedging purposes are booked to a balance sheet account. Equity forwards Realised gains and losses are booked as a credit or charge to earnings. Equity derivatives are valued at the stock exchange prices on the last stock exchange day of the financial year. The valuation profit on equity forwards has been recognised as income to a maximum of the amount of a loss charged to expense for the hedged item, and the proportion in excess of this is booked to the balance sheet. Negative changes in value have been booked to a balance sheet account up to the unbooked valuation gain on the hedged item, and the proportion in excess of this has been entered as a charge to earnings. The financial statements contain no open equity forwards. Interest rate, foreign currency, equity and share index options Premiums received and paid for options have been entered in the balance sheet. Premiums on interest rate options and realised gains or losses have been periodised over the contract period to adjust entered, hedged interest. Unrealised changes in value have been entered in the balance sheet. Exchange rate differences of foreign currency options have been entered as credits or charges to income against the exchange rate difference caused by the hedged item for the financial year during which the exchange rate difference of the hedged item has arisen. The valuation profit on equity and equity index options has been recognised as income to a maximum of the amount of a loss charged to expense for the hedged item, and the proportion in excess of this has been booked to a balance sheet account. Negative changes in value have been booked to a balance sheet account up to the unbooked valuation gain on the hedged item, and the proportion in excess of this has been entered as a charge to earnings. The financial statements contain no open option contracts taken out for hedging purposes. Electricity derivatives Electricity derivatives are used mainly for hedging the price risks of electricity. Unrealised changes in the value of electricity forwards taken out for hedging purposes are booked to the balance sheet, whereas realised changes in value are periodised over the contract period. Only electricity forwards were used as hedging instruments during the financial year. Oil commodity derivatives Oil commodity derivatives are used to hedge price risk in fuel trad58 ing. Realised and unrealised changes in the value of futures taken out for hedging purposes are booked as a credit or charge to income under purchases. Premiums on options written for hedging purposes are booked to the balance sheet and changes in them are recognised as a credit or charge to income under purchases. Options written are treated in the financial statements as non-hedging items. Oats-related derivatives Oats-related derivatives are used to secure the price level of sales that will be made in the future. Unrealised changes in the value of oats futures taken out for hedging purposes are booked to the balance sheet. Realised changes in value are recognised as a credit or charge to income under sales if the item hedged has already been realised, or otherwise they are entered in the balance sheet. Derivative contracts for purposes other than hedging Derivative contracts are taken out mainly for hedging purposes. Non-hedging derivative contracts may only be taken out within the risk limits specified in the Corporation’s risk management regulations which are approved by SOK’s Executive Board. Negative changes in the value of derivative contract positions other than for hedging and outstanding at the balance sheet date have been charged as expenses. Valuation profits on outstanding positions have only been recognised as income to an extent corresponding to the losses entered earlier for the contracts included in the position, and the proportion in excess of this has been entered in a balance sheet account. Changes in the value of closed positions have been entered as a credit or charge to income at 31 December 2004. The fair value of outstanding contracts made for purposes other than hedging at 31 December 2004 was EUR 61,000 negative. Fixed assets and depreciation In the balance sheet, fixed assets have been valued at cost less accumulated planned depreciation. Furthermore, certain land areas and buildings include undepreciated revaluations made in previous years. In preparing the financial statements, revaluations of EUR 26.1 million have been reversed in line with the depreciation schedule. The revaluation reserve in the consolidated balance sheet at 31 December 2004 amounts to EUR 25.4 million. Depreciation according to plan has been calculated on the original acquisition cost of the fixed assets in accordance with an advance schedule and on a straight line basis. Depreciation has been calculated from the beginning of the month after the asset was placed in use. Depreciation periods, which are based on the expected useful life of the assets, are shown in the notes to the income statement under “Depreciation.” Stocks Stocks are entered in the balance sheet on a fifo basis at the acquisition cost or repurchase price or probable market price, whichever is the lowest. Financial assets Securities held as financial assets are valued at acquisition cost or the market price, whichever is the lower. Leasing Leasing payments are shown as rent expenses in the income statement. Financial Statements Future expenses and losses Future expenses and losses representing a commitment of the company or which are likely to materialise are charged as expenses under the relevant expense item. In the balance sheet these provisions for expenses are stated in the item “Compulsory provisions.” Deferred taxes In the consolidated balance sheet, the accumulated appropriations shown in individual financial statements have been divided into a deferred tax liability, shareholders’ equity and minority interest, and changes in them are shown in the consolidated income statement. So-called depreciation not deducted in taxation has been taken into account as a reducing factor in calculating the above-mentioned deferred tax liability. Deferred tax assets arising from Group companies’ compulsory provisions and confirmed losses are shown in the balance sheet, whereas the change in the deferred tax assets is shown in the consolidated income statement. The deferred tax liabilities and assets arising on consolidation are included in the deferred tax liabilities and assets shown in the consolidated balance sheet, and any change therein is included in the change in deferred tax liabilities and assets shown in the consolidated income statement. In line with conservative accounting practice, the consolidated balance sheet shows the deferred tax liability in its entirety and deferred tax assets as the estimated and probable amount. The deferred tax liabilities and assets were calculated applying the confirmed tax rate for 2005, which is 26%. Pension arrangements The pension liabilities of SOK Group companies have been insured through external pension insurance companies. A supplementary pension policy has been taken out for the former Elonvara members who are employed by the SOK Group. The policy provides coverage for the earned and future pension benefits corresponding to the rules and regulations of the pension fund. Management of financial risks and electricity price risk in 2004 SOK’s Finance unit has central responsibility for managing SOK Corporation’s treasury operations and financial risks. The SOK Executive Board has confirmed SOK Corporation’s guidelines for financial policy, strategy and the management of financial risks. These guidelines define the principles of managing financial risks and the maximum amounts of financial risks. Furthermore, numerical targets have been set for the different subareas of treasury operations in order to assure the adequacy, balance and affordability of financing under all circumstances. Liquidity risk SOK Corporation seeks to minimise liquidity and refinancing risks by means of a balanced distribution of loan maturities and sufficient financial reserves. Adequate liquidity is maintained through cash, overdraft accounts, liquid money-market investments and long-term binding credit facilities. In accordance with its financing strategy, SOK Corporation strives to maintain an amount of liquid funds and undrawn long-term binding credit facilities that is at least 10% of its total assets plus the amount of the undrawn credit facilities. Liquid funds at the end of the year totalled EUR 659.1 million and undrawn long-term binding credit facilities amounted to EUR 164.1 million, for a total of 46%. The quick ratio target has been set at more than 1, including long-term undrawn credit facilities. At the end of the year the quick ratio calculated in the above manner was 1.16. Interest rate risk SOK Corporation’s interest rate risk is reviewed over 12-month and three-year periods. A linear change of one percentage point in the level of market interest rates must not cause an increase of more than 0.5 percentage point in the interest rate level of SOK Corporation’s average interest-bearing net liabilities. Foreign exchange risk SOK Corporation’s net turnover is generated largely in Finland. The Group’s commercial foreign exchange risks are the responsibility of the unit closing the business deal. During the year SOK’s loans taken out in foreign currency were used solely to finance equity investments in Baltic subsidiaries. SOK’s Finnish subsidiaries did not have loans denominated in foreign currency. The extent of the foreign exchange risk for the balance sheets of the Baltic subsidiaries is examined on the basis of balance sheet source-application analysis. The foreign exchange risk is reduced by financing the companies’ operations in the same currency in which the money is spent and by means of derivatives. Credit risk The management of credit risks connected with commercial activities is part of the business units’ operations. Investments and trade in derivatives can only be undertaken with counterparties approved by SOK’s Executive Board, within the limits approved by the Executive Board. Electricity price risk SOK Corporation evaluates the price risks of electricity for a threeyear period. The minimum hedging degrees for each succeeding year are defined in the guidelines for managing electricity price risk, which have been approved by SOK’s Executive Board. Of the estimated consumption and binding electricity deliveries, 100% has been hedged for the next calendar year after the closing date of the accounts, 40% for the year after that and 20% for the third year. The hedging instruments that can be used are fixed-price delivery contracts, futures, forward contracts, options or other similar electricity derivatives. Price risk in fuel trading The S Group’s fuel procurements are handled by SOK’s subsidiary North European Oil Trade Oy. In procuring fuels, North European Oil Trade Oy incurs price risk for its fuel stocks, and this is managed in the manner defined in the company’s risk management policy. To manage price risk, the company makes use of hedging instruments such as futures and options that are traded on the London and New York oil exchanges as well as swaps made on the OTC market. Price risk in grain trading To hedge the price risk of oat basis trading, SOK’s subsidiary Hankkija-Maatalous Oy began trading oats-related derivatives during the report year. 59 Financial Statements Notes to the Accounts EUR million SOK CORPORATION 2004 2003 SOK 2004 2003 2 031.6 155.8 1 539.2 153.8 2 187.4 1 693.0 0.3 -4.6 0.5 6.1 -4.3 6.5 NOTES CONCERNING THE INCOME STATEMENTS 1a. Net turnover by business group Agricultural and hardware trade Service stations and fuel sale Hotels and restaurants Car trade Sokos department stores Market trade Consumer goods sourcing EDI invoicing *) Real estate and property leasing and other services Eliminations *) Total 826.8 444.5 169.2 356.0 97.0 59.0 491.5 2 031.6 204.4 -898.9 3 781.1 769.8 167.9 341.0 134.0 52.7 425.1 1 539.2 195.2 -513.4 3 111.5 *) includes EUR 727 million of intra-Group EDI invoicing (prev. yr. EUR 328 million) Domestic business operations constitute 95.3 % of the turnover. 1b. Operating profit by business group Agricultural and hardware trade Service stations and fuel sale Hotels and restaurants *) Car trade Sokos department stores Market trade Consumer goods sourcing EDI invoicing Real estate and property leasing and other services Share of associated companies’ profits Eliminations Total 12.8 -0.9 10.6 9.1 4.2 0.6 2.5 0.3 12.4 1.8 -0.3 53.2 9.1 -0.2 9.9 8.5 -0.5 0.1 -0.1 0.5 18.0 2.1 -1.0 46.4 *) does not include non-recurring amortisation of goodwill within the Corporation in 2003 2. Other operating income Profits on sale of fixed assets Goodwill income Other operating income Total 3. Raw materials and consumables Purchases during the financial year Change in stocks (+/-) Total 4. Staff costs Wages and salaries Pension costs Other social security costs Total 8.9 3.1 1.2 13.1 10.0 4.4 1.0 11.0 0.1 4.5 2.5 1.2 0.1 3.8 3 269.9 -3.2 3 266.7 2 622.1 -1.9 2 620.2 2 014.7 11.6 2 026.3 1 539.4 -5.8 1 533.6 125.5 20.5 9.1 155.1 119.9 19.6 9.5 149.0 26.4 4.1 2.1 32.6 21.9 4.6 1.8 28.3 Information concerning the staff and members of the boards is contained under item 26. 60 Financial Statements EUR million SOK CORPORATION 2004 2003 5. Depreciation and value adjustments Depreciation according to plan Value adjustments on non-current assets Total 34.3 6.2 40.5 33.8 0.4 34.2 SOK 2004 2003 5.1 1.4 6.5 4.8 4.8 The itemised specifications of the change in depreciation and accelerated depreciation are included under fixed assets and accumulated appropriations in the notes to the balance sheet. Planned depreciation is calculated on a straight-line basis so as to write off the cost of fixed assets over their expected useful lives. Revaluations have not been written down. Planned depreciation is as follows: Year Buildings 30–35 Light constructions and building equipment 10–15 Office and warehouse fixtures 10 Warehouse, servicing and processing machinery 7 Restaurant and hotel furnishings 5–10 Shop furnishings 5–7 Motor vehicles and computer hardware (other than PCs) 5 Goodwill 5–10 Other tangible and intangible assets as permitted by taxation laws 6. Other operating expenses Losses on sale of fixed assets Other operating expenses Total 0.6 118.9 119.5 1.5 118.3 119.8 33.1 33.1 1.0 27.5 28.5 Rents are presented as a separate item in the income statement. 7. Increase (-) / decrease (+) in provisions for liabilities and charges -0.1 Increases related to partially vacant premises 2.6 Decreases related to partially vacant premises -0.6 Increase in other future expenses and losses 1.6 Decrease in other future expenses and losses 3.6 Total -1.5 2.8 -2.3 3.6 2.6 -0.1 2.4 0.2 2.6 -1.4 2.8 -0.0 1.4 2.8 3.9 4.9 1.2 10.0 8. Financial income and expenses Dividend income from group companies Dividend income from participating interest companies Dividend income from others 1.4 Total dividend income from investments in non-current assets 1.4 1.3 1.3 1.5 7.0 1.4 9.9 Interest income from other non-current assets From group companies From others 0.8 0.9 9.9 0.8 9.9 0.8 16.7 17.4 16.4 17.3 1.3 11.5 23.5 1.9 10.5 23.2 2.0 1.4 -3.0 -13.0 -4.0 Other interest and financial income From group companies From others Total interest and financial income Value adjustments of investments in non-current assets Reversed value adjustments of investments in non-current assets Value adjustments of other securities held in current assets -0.0 0.0 -0.0 0.0 Interest and other financial expenses To group companies To others Total interest and other financial expenses 15.6 15.6 16.1 16.1 1.2 13.6 14.8 1.2 13.4 14.6 1.2 5.4 29.5 21.3 Total financial income and expenses 2.0 61 Financial Statements SOK CORPORATION 2004 2003 EUR million SOK 9. Extraordinary items Extraordinary income Group contributions received Merger profit Other Total Extraordinary expenses Group contributions given Merger loss Total 2004 2003 28.7 6.0 0.1 34.9 13.8 0.1 13.8 17.2 17.2 7.9 0.7 8.6 Total extraordinary items 17.7 5.2 10. Appropriations Increase (-) / decrease (+) in accelerated depreciation -2.0 -0.5 6.1 1.3 3.4 4.1 4.4 1.5 10.7 10.0 11. Direct taxes Income taxes on ordinary operations for the year Income taxes on ordinary operations for the previous year Income taxes on extraordinary items Effect of consolidation Change in deferred tax liability / assets Total 14.3 1.4 0.0 -2.4 0.9 14.1 10.1 4.8 -0.4 -2.5 4.7 16.7 NOTES CONCERNING ASSETS IN THE BALANCE SHEETS 12. SOK Corporation’s intangible and tangible assets, EUR million Intangible assets Intangible rights Goodwill Other capitalised expenditure Advance payments Total intangible assets Group goodwill Group reserve 53.8 4.2 -2.7 11.4 66.7 22.1 0.9 -0.0 11.9 12.2 -0.4 -15.7 7.9 124.0 18.0 -7.9 0.0 134.2 19.7 0.2 2.3 0.0 -0.7 23.0 36.3 0.8 -4.8 4.2 36.6 19.9 1.6 Accumulated depreciation at 1.1.2004 31.0 Companies acquired 0.0 Accumulated depreciation on decreases and transfers -2.5 Depreciation for the financial year 7.7 Value adjustments 0.0 Accumulated depreciation at 31.12.2004 36.2 11.3 0.0 -0.0 2.7 3.2 17.2 22.0 0.1 -4.3 3.6 1.5 22.9 64.4 0.1 -6.8 14.0 4.7 76.4 18.4 Acquisition cost at 1.1.2004 Increase Decrease Transfers Acquisition cost at 31.12.2004 0.6 0.2 19.2 Accumulated income entries at 1.1.2004 Accumulated income entries on decreases and transfers Accumulated income entries for the financial year Accumulated income entries at 31.12.2004 2.3 -0.7 0.0 1.6 Book value at 31.12.2004 30.5 5.7 13.6 7.9 57.8 0.7 0.0 Book value at 31.12.2003 22.8 10.8 14.3 11.9 59.7 1.2 0.0 62 Financial Statements Tangible assets Land Buildings and and water constructions Acquisition cost at 1.1.2004 Increase Decrease Transfers Acquisition cost at 31.12.2004 Machinery and equipment Other Advance tangible payments and assets construction in progress 30.7 1.9 -3.6 1.2 30.1 289.4 9.2 -27.3 8.0 279.2 75.5 6.4 -8.7 5.0 78.2 3.7 0.3 -0.3 0.2 3.9 1.9 111.0 1.3 38.5 0.0 1.2 0.1 152.7 1.4 -0.0 0.5 2.4 -19.1 9.5 0.5 103.3 -5.1 9.8 0.4 43.7 -0.2 0.3 0.0 1.4 -24.4 19.7 1.3 150.7 25.1 -13.5 11.6 27.1 -12.6 14.5 Book value at 31.12.2004 39.3 190.5 34.5 2.4 6.0 272.7 Book value at 31.12.2003 53.9 205.4 36.9 2.5 4.1 302.9 Accumulated depreciation and value adjustments at 1.1.2004 Companies acquired Accumulated depreciation on decreases and transfers Depreciation for the financial year Value adjustments Accumulated depreciation at 31.12.2004 Revaluations at 1.1.2004 Decrease Revaluations at 31.12.2004 4.1 19.2 -2.9 -14.4 6.0 Total tangible assets 403.3 36.9 -42.9 0.0 397.3 52.2 -26.1 26.1 Share of machinery in the book value of machinery and equipment EUR 0.3 million (2003 EUR 0.4 million) 13. SOK Corporation’s financial assets, EUR million Acquisition cost at 1.1.2004 Increase Decrease Acquisition cost at 31.12.2004 Accumulated value adjustments at 1.1.2004 Accumulated value adjustments on decreases and transfers Value adjustments Accumulated value adjustments at 31.12.2004 Shares in participating interest companies Other shares and memberships Total shares 73.8 0.9 -15.3 59.4 8.7 0.1 -0.0 8.8 82.5 0.9 -15.3 68.2 1.3 0.2 1.5 -0.0 2.0 3.3 0.2 0.0 2.0 3.5 Book value at 31.12.2004 56.0 8.6 64.7 Book value at 31.12.2003 72.5 8.5 81.0 Undepreciated part of group goodwill due to associated companies EUR 1.1 million (2003 EUR 1.7 million) Unentered part of group reserves due to associated companies EUR 0.0 million (2003 EUR 0.0 million) 63 Financial Statements Capital loan debtors from participating interest companies Debtors from participating interest companies Capital loan deptors from others Other debtors from others Total other financial assets 1.6 1.5 2.6 -0.8 0.8 -0.2 1.3 22.5 24.5 -21.8 -0.7 24.4 28.1 24.5 -23.5 -1.7 27.3 Amount at 1.1.2004 Increase Decrease Transfers Amount at 31.12.2004 -1.7 0.9 Accumulated value adjustments at 1.1.2004 Accumulated value adjustments at 31.12.2004 0.0 0.0 0.0 0.0 0.0 0.0 Book value at 31.12.2004 0.8 1.3 0.9 24.4 27.3 Book value at 31.12.2003 1.6 1.5 2.6 22.5 28.1 Total financial assets of SOK Corporation 31.12.2004 Total financial assets of SOK Corporation 31.12.2003 92.0 109.1 12. SOK’s intangible and tangible assets, EUR million Intangible assets Intangible rights Other capitalised expenditure Advance payments Total intangible assets 22.4 3.6 -0.1 10.6 36.5 5.8 0.0 9.5 9.1 -0.2 -10.9 7.4 37.7 12.6 -0.3 0.0 50.0 Accumulated depreciation at 1.1.2004 12.2 Accumulated depreciation on decreases and transfers -0.1 Depreciation for the financial year 3.7 Value adjustments 0.0 Accumulated depreciation at 31.12.2004 15.8 3.1 Book value at 31.12.2004 20.7 1.4 7.4 29.5 Book value at 31.12.2003 10.2 2.7 9.5 22.4 Land Buildings and and water constructions Machinery and equipment Acquisition cost at 1.1.2004 Increase Decrease Transfers Acquisition cost at 31.12.2004 0.3 6.1 15.3 -0.1 3.9 1.4 20.5 0.2 1.3 4.7 Tangible assets Acquisition cost at 1.1.2004 Increase Decrease Transfers Acquisition cost at 31.12.2004 Accumulated depreciation and value adjustments at 1.1.2004 Accumulated depreciation on decreases and transfers Depreciation for the financial year Value adjustments Accumulated depreciation at 31.12.2004 2.5 0.0 -0.0 0.1 2.6 10.6 0.1 7.0 -0.1 10.5 Other Advance tangible payments and assets construction in progress 11.9 1.1 -0.3 0.0 12.7 0.3 0.1 0.0 0.4 0.0 3.1 -2.9 -0.0 0.2 Total tangible assets 25.4 4.2 -3.2 0.0 26.4 0.1 7.3 8.8 -0.3 0.9 0.1 9.4 Book value at 31.12.2004 2.6 3.2 3.3 0.4 0.2 9.6 Book value at 31.12.2003 2.4 3.6 3.2 0.3 0.0 9.5 64 0.3 15.8 -0.3 1.1 0.1 16.7 0.0 Financial Statements 13. SOK’s financial assets, EUR million Acquisition cost at 1.1.2004 Increase Decrease Acquisition cost at 31.12.2004 Accumulated value adjustments at 1.1.2004 Accumulated value adjustments on decreases and transfers Value adjustments Reversed value adjustments Accumulated value adjustments at 31.12.2004 Shares in group companies Shares in participating interest companies Other shares and memberships Total shares 249.4 8.8 -6.2 252.1 60.2 0.9 -12.5 48.6 10.2 0.0 -0.0 10.2 319.8 9.7 -18.6 310.8 20.9 7.8 0.0 28.7 -0.0 -1.0 0.0 -2.1 17.9 9.8 0.0 -1.0 2.0 -2.1 27.7 Book value at 31.12.2004 234.2 38.8 10.2 283.2 Book value at 31.12.2003 228.5 52.4 10.2 291.1 Capital loan debtors from group companies Debtors from group companies Capital loan debtors from participating interest companies Debtors from participating interest companies Capital loan debtors from others Other debtors from others Total other financial assets 41.1 0.7 -0.9 155.7 38.4 -62.4 0.8 1.3 2.6 41.0 131.7 0.8 22.5 22.7 -21.7 -0.7 22.7 223.9 61.8 -86.7 -0.7 198.3 Amount at 1.1.2004 Increase Decrease Transfers Amount at 31.12.2004 Accumulated value adjustments at 1.1.2004 Value adjustments Reversed value adjustments Accumulated value adjustments at 31.12.2004 2.0 12.6 0.0 -10.9 1.8 -1.7 1.3 0.9 0.0 0.0 0.0 0.0 12.7 0.0 -10.9 1.8 Book value at 31.12.2004 39.2 131.7 0.8 1.3 0.9 22.7 196.5 Book value at 31.12.2003 28.4 155.7 0.8 1.3 2.6 22.5 211.2 Total financial assets of SOK 31.12.2004 Total financial assets of SOK 31.12.2003 479.7 502.3 Liabilities to secure group companies loans EUR 31.3 million 65 Financial Statements 14. Companies owned by SOK Corporation and SOK 31.12.2004 Corporation’s Group companies Commercial AS Kommest Auto Group AS Sokotel Hankkija-Maatalous Oy Group Intrade Partners Oy Jollas-Opisto Oy Maan Auto Oy Group North European Oil Trade Oy Prisma Peremarket AS Rainex Yrityspalvelu Oy Rekla Oy S-Etuluotto Oy SOK-Business Oy SOK-Invest Oy Sokotel Oy Group SOK-Takaus Oy Tampereen Sokos Oy Tapiolan Sokos Oy Turun Sokos Oy Uudenmaan ABC Oy Real estate companies (24 pcs) Real estate companies under stock (10 pcs) Total Group companies 61 pcs Registered office Estonia Estonia Helsinki Helsinki Helsinki Helsinki Helsinki Estonia Helsinki Helsinki Helsinki Helsinki Helsinki Helsinki Helsinki Tampere Helsinki Turku Helsinki shareholding % voting rates % SOK’s shareholding % 90.0 100.0 100.0 100.0 100.0 100.0 66.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 99.9 90.0 100.0 90.0 96.67 90.0 100.0 100.0 100.0 100.0 100.0 66.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 99.9 90.0 100.0 90.0 96.67 90.0 100.0 100.0 100.0 100.0 100.0 66.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 99.9 90.0 100.0 90.0 96.67 38.6 22.2 33.0 33.3 50.0 50.0 31.5 42.5 49.7 40.0 50.0 38.6 50.0 33.3 21.9 45.1 38.6 22.2 33.0 33.3 50.0 50.0 31.5 42.5 40.2 40.0 50.0 38.6 50.0 33.3 21.9 30.0 38.6 22.2 Participating interest companies Associated companies Asunto Oy Kauniaisten Kirkkomäki Elielin Pysäköinti Oy Hotelli Joensuun Kimmel Oy Hotellipankki Oy Inex Partners Oy Group Kauppakeskus Mylly Oy Keskuskorttelin Huolto Oy Kiinteistö Oy Asematie 8 Kiinteistö Oy Pysäköintiveturi Kiinteistö Oy Rytilahden Maja Kiinteistö Oy Turun Brahenkatu 8 Kiinteistö Oy Turun Toripaikoitus Kiinteistö Oy Vainihaka Movere Oy Oy Realinvest Ab Group Tullin Parkki Oy Total Associated Companies 16 pcs Kauniainen Helsinki Joensuu Helsinki Helsinki Turku Vaasa Vantaa Tampere Helsinki Turku Turku Rauma Lahti Helsinki Tampere 50.0 50.0 31.5 42.5 49.7 40.0 50.0 28.6 50.0 21.9 45.1 Other shares owned by the Parent company Sato-Yhtymä Oyj 66 Helsinki 8.7 8.7 Financial Statements EUR million SOK CORPORATION 2004 2003 15. Stocks Goods Other stocks Advance payments Total 135.6 0.4 0.7 136.7 133.3 0.4 1.1 134.8 16. Long-term debtors Trade debtors Loan receivables Other receivables Prepayments and accrued income Total long-term debtors 3.1 0.7 0.0 0.1 3.9 3.8 17. Deferred tax assets Temporary differences From consolidation Total 2.1 0.8 2.9 3.6 0.8 4.4 0.1 3.8 SOK 2004 2003 2.5 14.1 2.5 14.1 2.4 0.7 2.4 3.1 2.4 225.0 188.3 7.9 3.3 28.8 7.7 47.7 4.0 2.5 18.8 25.3 The deferred tax asset due to temporary differences has been consolidated and is shown in the consolidated balance sheet, but not in the group company balance sheet. 18. Short-term debtors Trade debtors 291.2 242.6 Amounts owed by group companies Trade debtors Loan receivables Other receivables Prepayments and accrued income Total Amounts owed by participating interest companies Trade debtors Loan receivables Prepayments and accrued income Total Loan receivables Other receivables Prepayments and accrued income Total short-term debtors Specification of prepayments and accrued income Financial items Other Total prepayments and accrued income 19. Securities Other shares and participations Other securities from group companies Money market securities Total 0.6 0.0 27.2 27.7 0.7 2.8 25.0 28.5 0.4 0.5 27.1 27.5 25.0 25.4 16.8 9.0 38.3 383.0 20.2 12.6 25.2 329.0 0.5 11.8 312.4 4.0 0.0 15.1 258.2 6.1 59.5 65.6 6.3 44.0 50.2 6.1 40.5 46.5 5.9 52.9 58.8 24.5 10.0 548.6 573.1 468.1 478.1 24.5 9.9 548.6 582.9 10.0 18.5 468.1 496.6 67 Financial Statements NOTES CONCERNING LIABILITIES IN THE BALANCE SHEETS EUR million SOK CORPORATION 2004 2003 2004 2003 20. Capital and reserves Cooperative capital at 1 Jan. Increase Cooperative capital at 31 Dec. 68.6 2.5 71.1 68.6 2.5 71.1 65.8 2.8 68.6 65.8 2.8 68.6 SOK Cooperative capital consists of the cooperative payments which the cooperative societies make to Suomen Osuuskauppojen Keskusosuuskunta (SOK) for cooperative shares. The number of a cooperative society’s shares is determined on the basis of the cooperative society’s total membership and annual purchases. Supplementary cooperative capital at 1 Jan. Increase Supplementary cooperative capital at 31 Dec. 14.8 2.0 16.8 12.6 2.2 14.8 14.8 2.0 16.8 12.6 2.2 14.8 The supplementary cooperative capital consists of voluntary investments which the cooperative societies make to Suomen Osuuskauppojen Keskusosuuskunta (SOK). The cooperative societies have the right to a return on their supplementary cooperative capital contributions in the manner and subject to the conditions specified in the Cooperative Societies Act and SOK’s statutes. Revaluation reserve at 1 Jan. Decrease Revaluation reserve at 31 Dec. 51.5 -26.1 25.4 77.6 -26.1 51.5 The hotel and department store buildings that have been revalued are located in the centre of Helsinki, and the logistics centre is located in Espoo. All the above-mentioned buildings have been rented for use that serves the operations of SOK Corporation or the S Group directly or indirectly. In accordance with a decision that has been taken, the revaluations will be reversed in their entirety when going over to the acquisition cost principle of valuation of fixed assets. Revaluations have been reversed in these financial statements to the amount of EUR 26.1 million. Legal reserve at 1 Jan. Increase Legal reserve at 31 Dec. 12.8 2.0 14.8 11.8 1.0 12.8 12.8 2.0 14.8 11.8 1.0 12.8 Supervisory Board’s disposal fund at 1 Jan. Increase Decrease Supervisory Board’s disposal fund at 31 Dec. 0.2 0.5 -0.7 0.0 0.4 0.2 -0.4 0.2 0.2 0.5 -0.7 0.0 0.4 0.2 -0.4 0.2 Profit brought forward at 1 Jan. Transfer to legal reserve Transfer to Supervisory Board’s disposal fund Interest on cooperative capital and supplementary cooperative capital Translation difference Profit brought forward at 31 Dec. 296.7 -2.0 -0.5 268.4 -1.0 -0.2 326.3 -2.0 -0.5 310.8 -1.0 -0.2 -6.4 -0.0 287.7 -5.9 -0.0 261.4 -6.4 -5.9 317.4 303.8 Profit for the financial year Total capital and reserves 40.2 456.0 35.3 444.6 30.2 450.3 22.5 422.7 287.7 40.2 261.4 35.3 317.4 30.2 303.8 22.5 -0.1 -0.4 -0.1 -0.4 -33.2 294.5 -30.9 265.4 347.4 326.0 4.2 0.4 0.3 0.4 5.3 1.8 0.7 0.4 0.4 3.4 Distributable funds at 31 Dec. Profit brought forward Profit for the financial year Minimum amount to be transferred to the reserve fund in accordance with the company statutes Share transferred to shareholders’ equity from accumulated appropriations Total 21. Accumulated appropriations Accelerated depreciation Intangible rights Other capitalised expenditure Buildings and constructions Machinery and equipment Total 68 Financial Statements EUR million 22. Provisions Partially vacant premises Other future expenses Total 23. Long-term creditors Bonds Loans from financial institutions Pension loans Trade creditors Other long-term creditors Total long-term creditors SOK CORPORATION 2004 2003 3.3 2.3 5.6 5.8 3.4 9.2 5.8 16.9 0.4 0.3 6.8 30.2 5.8 18.6 0.4 0.3 6.9 32.0 10.4 -0.6 9.8 11.1 -0.7 10.4 2.9 0.0 42.2 300.9 2.7 0.0 44.5 254.9 SOK 2004 2003 3.3 0.3 3.5 5.6 0.5 6.1 2.7 0.0 6.8 6.8 6.9 9.6 Bond issued by Prisma Peremarket AS: Main terms and conditions of the bond: • Capital: EEK (Estonian kroons) 90 million • Drawdown date: 27 September 2002 • Date of maturity: 27 September 2005 • Interest fixed at 4.75% • Secured by an SOK guarantee 24. Deferred tax liability Appropriations Temporary differences Included in group companies’ own balance sheets Total 25. Short-term creditors Loans from financial institutions Pension loans Advances received Trade creditors Amounts owed to group companies Trade creditors Other short-term creditors Accruals and deferred income Total Amounts owed to participating interest companies Trade creditors Other short-term creditors Accruals and deferred income Total Other short-term creditors Accruals and deferred income Total short-term creditors Specification of accruals and deferred income Staff costs Financial items Other Total accruals and deferred income 2.7 6.9 132.2 6.3 121.3 50.0 184.0 5.8 239.8 26.1 146.2 7.7 180.1 65.9 2.7 0.0 68.7 55.4 7.7 0.0 63.1 63.5 2.7 0.0 66.3 53.5 7.7 0.0 61.1 553.8 121.4 1 089.9 480.2 90.0 935.5 523.4 53.0 1 024.3 454.9 48.2 871.9 29.7 9.6 82.2 121.5 26.3 10.2 53.6 90.0 7.6 7.2 43.9 58.8 5.3 6.9 43.8 55.9 69 Financial Statements NOTES CONCERNING INCOME TAXES See 11 above. NOTES CONCERNING THE STAFF AND BOARD MEMBERS EUR million SOK CORPORATION 2004 2003 SOK 2004 2003 26a. Average staff numbers by group Agricultural and hardware trade Service stations and fuel sale Hotels and restaurants Car trade Sokos department stores Market trade Consumer goods sourcing Real estate and property leasing and other services Total 953 12 1 232 614 371 433 235 644 4 494 950 1 309 523 588 372 234 581 4 557 SOK Subsidiaries Total 558 3 936 4 494 496 4 061 4 557 The average number of personnel has been calculated as the average of the personnel at the end of each month and converted to full-time staff. The number of staff at sites abroad at 31 Dec. 2004 was 877. 26b. Salaries and remuneration: CEO and members of the Executive Board Members of the Supervisory Board 3.0 0.1 3.0 0.1 0.9 0.1 1.1 0.1 1.7 1.9 1.9 1.7 1.9 1.9 Management pension liabilities: For those members of the Executive Board in the employ of SOK and for certain of the subsidiaries’ managing directors, the retirement age is 60–63 years. SECURED ASSETS AND CONTINGENT LIABILITIES 27. Contingent liabilities Pledges and contingent liabilities Loans secured by mortgages 0.0 0.1 0.1 7.8 7.8 Loans from financial institutions Pledged hire purchase agreements 0.0 0.7 0.1 3.0 Other creditors Book value of pledged shares Total pledges given as security 1.7 1.9 2.7 1.7 1.9 4.9 Loans from financial institutions Mortgages Total mortgages given as security Loans secured by pledges 70 Financial Statements EUR million SOK CORPORATION 2004 2003 SOK 2004 2003 2.6 0.4 2.6 0.4 113.8 56.9 0.2 0.2 0.2 0.2 Loans secured by guarantees Loans from financial institutions Guarantees given Guarantees given, total 26.8 26.8 26.8 16.7 16.7 16.7 General security for liabilities Mortgages 19.5 37.9 2.6 13.5 101.3 117.4 0.4 13.5 55.2 69.0 Other security given Pledges Mortgages Guarantees Total Security given on behalf of Group companies Guarantees Security given on behalf of others’ liabilities Guarantees given on behalf of associated companies’ liabilities Guarantees given on behalf of cooperative societies’ liabilities Guarantees given on behalf of others’ liabilities Total 0.8 7.2 0.2 8.2 5.2 6.1 0.2 11.5 Security given on behalf of others Guarantees for liabilities of the cooperative societies 0.2 0.2 104.3 71.2 175.5 97.4 71.2 168.6 37.0 37.0 37.0 37.0 5.0 11.2 16.2 5.1 11.6 16.7 1.4 1.3 2.7 1.8 1.5 3.3 Other contingent liabilities Repurchasing liabilities: Hire purchase repurchasing liabilities Other repurchasing liabilities Total Leasing liabilities: – Payable next year – Payable in more than one year Total Rental liabilities: Rented business facilities used by the S Group are regularly secured with long-term contracts, for which the SOK Corporation bears rental liabilities. Other financial liabilities: The basic improvements and new structures in respect of the properties of Group companies involve a reduced value added tax return liability in accordance with Section 33 of the Value Added Tax Act. The return liability materialises if the premises for which reductions have been made are removed from the use entitling them to said reduction within the 5-year period specified by said act. 71 Financial Statements SOK CORPORATION Liability under derivative contracts, value of underlying assets, EUR million Interest rate derivatives Forward contracts Option contracts Purchased Written Interest rate swaps Currency derivatives Forward contracts Option contracts Purchased Electricity derivatives Forward contracts Oil product derivatives Future contracts Option contracts Purchased Written Oat derivatives Future contracts Value of underlying assets 31.12.2004 Of which value of underlying instruments of open agreements 31.12.2004 Value of underlying assets 31.12.2003 Of which value of underlying instruments of open agreements 31.12.2003 0.8 0.8 80.8 20.8 75.2 75.2 268.5 133.4 42.0 42.0 221.3 149.5 19.1 14.9 29.4 24.4 2.0 2.0 13.4 4.3 20.8 7.9 2.2 2.2 0.6 3.9 3.3 0.4 0.4 Fair value 31.12.2004 Fair value of open agreements 31.12.2004 Fair value 31.12.2003 Fair value of open agreements 31.12.2003 0.0 0.0 -0.0 -0.0 0.2 -0.2 -1.3 -1.3 0.0 -0.0 -0.6 -0.6 -0.5 -0.5 -0.3 -0.3 0.0 0.0 0.6 0.4 Liability under derivative contracts, fair value, EUR million Interest rate derivatives Forward contracts Option contracts Purchased Written Interest rate swaps Currency derivatives Forward contracts Option contracts Purchased Electricity derivatives Forward contracts Oil product derivatives Future contracts Option contracts Purchased Written Oat derivatives Future contracts 72 -0.7 -0.8 0.0 0.0 -0.0 0.1 0.1 0.0 0.0 Financial Statements SOK Liability under derivative contracts, value of underlying assets, EUR million Interest rate derivatives Forward contracts Option contracts Purchased Written Interest rate swaps Currency derivatives Forward contracts Option contracts Purchased Electricity derivatives Forward contracts Value of underlying assets 31.12.2004 Of which value of underlying instruments of open agreements 31.12.2004 Value of underlying assets 31.12.2003 Of which value of underlying instruments of open agreements 31.12.2003 45.8 45.8 80.8 20.8 75.2 75.2 268.5 133.4 42.0 42.0 221.3 149.5 31.5 3.9 49.3 8.1 2.0 2.0 13.4 4.3 20.8 7.9 Fair value 31.12.2004 Fair value of open agreements 31.12.2004 Fair value 31.12.2003 Fair value of open agreements 31.12.2003 0.1 0.1 -0.0 -0.0 0.2 -0.2 -1.3 -1.3 0.0 -0.0 -0.6 -0.6 0.1 0.0 -0.1 -0.1 0.0 0.0 0.6 0.4 Liability under derivative contracts, fair value, EUR million Interest rate derivatives Forward contracts Option contracts Purchased Written Interest rate swaps Currency derivatives Forward contracts Option contracts Purchased Electricity derivatives Forward contracts -0.7 -0.8 In examining the overall risk position, the position of the balance sheet items that are to be hedged must be taken into account in addition to derivatives. The derivative contracts that were open at the end of the financial year have been used primarily to managethe Group’s foreign exchange, interest rate and price risks. The open interest rate swaps are from one month to ten years in length. Open electricity forwards will fall due within the next 3 years. Other open derivative contracts are under a year in length. The fair values of derivatives are based on market values or the present values of future cash flows. 73 Financial Statements SOK Corporation Key Ratios 2000–2004 2000 2001 2002 2003 2004 2 754 2 915 2 998 3 112 3 781 Operating profit EUR million % of net turnover 57 2.1 35 1.2 55 1.8 46 1.5 53 1.4 Profit/loss before extraordinary items EUR million % of net turnover 54 2.0 39 1.3 55 1.8 52 1.7 54 1.4 Profit/loss before appropriations and taxes EUR million % of net turnover 52 1.9 33 1.1 55 1.8 52 1.7 54 1.4 10.2 7.5 9.9 7.0 9.0 9.2 6.4 8.4 6.9 7.2 30.9 33.2 34.1 32.9 30.2 Gross investment in fixed assets EUR million % of net turnover 61 2.2 31 1.1 43 1.4 56 1.8 53 1.4 Gearing, % 36 21 10 -2 -22 4 500 4 203 4 126 4 557 4 494 Net turnover Return on equity, % Return on investment, % Equity ratio, % The average number of employees during the financial year converted to full-time staff CALCULATION OF KEY RATIOS Return on equity, % = Profit/loss after financial items + value adjustments on investments (nett) - income taxes x 100 Capital and reserves + minority interest, average Return on investment, % = Profit/loss after financial items + interest and other financial expenses + value adjustments on investments (nett) x 100 Total assets - non-interest-bearing liabilities - provisions, average Non-interest-bearing liabilities, EUR million 2000 425 2001 472 Capital and reserves + minority interest x 100 Total assets - advances received Equity ratio % = Gross investment in fixed assets = Acquisition costs of subsidiary shares and other fixed assets Gearing, % = Interest-bearing liabilities - liquid assets x 100 Capital and reserves + minority interest The average number of employees during the financial year converted to full-time staff Calculated as an average of the number of full-time equivalent employees at the end of each month 74 2002 442 2003 483 2004 575 Financial Statements Executive Board’s Proposal for the Disposal of SOK’s Profit for the Year Surplus indicated in the income statement Surplus from the previous financial years Total EUR 30,188,282.05 EUR 317,364,959.81 EUR 347,553,241.86 The Executive Board proposes that the profit for the financial year of EUR 30,188,282.05 be used as follows: – to be transferred to the reserve fund in accordance with the company status EUR 500,000.00 – paid as interest on the suplementary cooperative capital EUR 584,008.59 – distributed as interest on cooperative contributions paid by the cooperative societies by the beginning of the financial period EUR 10,175,395.00 – transferred to the supervisory board’s disposal fund EUR 120,000.00 – left in the profit account EUR 18,808,878.46 Providing that the Meeting of the Cooperative Society approves the above proposal SOK’s capital and reserves will be: Cooperative capital Supplementary cooperative capital Legal reserve Supervisory board’s disposal fund Profit account Total EUR 71,092,500.00 EUR 16,830,000.00 EUR 15,273,154.85 EUR 141,634.97 EUR 336,173,838.27 EUR 439,511,128.09 Helsinki, 17 February 2005 Kari Neilimo Jukka Salminen Esko Hakala Arto Hiltunen Kuisma Niemelä Veli-Matti Puutio Ulla-Maija Tolonen 75 Pääjohtajan Financial Statements katsaus Auditor’s Report To the members of Suomen Osuuskauppojen Keskuskunta SOK We have audited the accounting records, the financial statements, and the administration of Suomen Osuuskauppojen Keskuskunta SOK for the period of 1 January – 31 December 2004. The financial statement drafted by the Executive Board includes the report on operations, the income statement, balance sheet, cash flow statement, and notes to the financial statements both for the Corporation and the Cooperative. Based on our audit we submit a statement on the financial statement and administration. The audit has been conducted in accordance with sound auditing procedure. The accounting records as well as the accounting principles and the content and presentation of the financial statement have been examined to an extent sufficient to determine that there are no relevant errors or defects. In auditing the administration, we have examined the lawfulness of the activities of the Supervisory Board and the Members of the Executive board in accordance with the regulations provided by the Cooperative Societies’ Act. We express as our opinion that the financial statements have been prepared in accordance with the Finnish Accounting Act and other rules and regulations concerning the drafting of financial statements. The financial statements provide correct and sufficient information, as intended in the Accounting Act, on the results of the Corporation’s and the Cooperative’s activities and their financial standing. The financial statements and the consolidated financial statements may be approved and the Members of the Supervisory Board and the Executive Board can be discharged from liability for the period audited by us. The proposal made by the Executive Board on accumulated profit is in compliance with the Cooperative Societies’ Act and the Cooperative’s Rules. Helsinki, 9 March 2005 Tomi Englund Authorised Public Accountant Tapani Rotola-Pukkila Authorised Public Accountant Juhani Heiskanen Authorised Public Accountant Statement of the Supervisory Board In accordance with Item 2, Paragraph 1 of Section 13 of the Statutes of Suomen Osuuskauppojen Keskuskunta SOK, the Supervisory Board has today examined the financial statements and consolidated financial statements prepared by the Executive Board for the 2004 financial year and acquainted itself with the Auditors’ Report. The Supervisory Board presents as its statement to the Annual Cooperative Meeting that the financial statements and consolidated financial statements be confirmed and that the Executive Board’s proposal concerning the profit for the financial year and shareholders’ equity be approved. The members of the Supervisory Board due to resign are Timo Sonninen, Heikki Ikonen, Antero Taanila, Jorma Sieviläinen, Maija-Liisa Lindqvist and Jouko K. Leskinen. Ulla-Maija Tolonen’s membership of the Supervisory Board ended on 1 January 2005 following her election as a member of SOK’s Executive Board. In place of the above-listed persons, it is proposed that at the Annual Cooperative Meeting a corresponding number of members be elected for the next three-year term of office. Helsinki, 17 March 2005 SUOMEN OSUUSKAUPPOJEN KESKUSKUNTA For the Supervisory Board Otto Mikkonen Chairman Markku Viljanen Secretary 76 Photos: Lauri Mannermaa. Image processing: Lauri Mannermaa and Petri Clusius. Printed by F.G.Lönnberg 2005 Suomen Osuuskauppojen Keskuskunta (SOK) Fleminginkatu 34, P.O.Box 171, FIN-00511 Helsinki, Finland Tel. +358 9 1881, telefax +358 9 188 2332 www.s-kanava.net
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