Annual report 2012

Transcription

Annual report 2012

annual report 2012
annual report 2012
bpost at a glance
Message to our stakeholders
Key events for the year 2012
Financial review
The postal environment
cover
2
6
8
18
Objectives
20
+ growth and excellence
Maiil & Retaiil Solution
ns
26
+ tailored solutions
Parccels & Intternation
nal
34
+ innovation in our services
Maiil Service
e Operatio
ons
40
+ performance and quality
our
engagement,
Social responsibility at bpost
44
- Society
- Our employees
- Environment
- Paper : an effective, sustainable means of communication
Corporate Governance
Consolidated financial statements
Report of the Joint Auditors
GRI table
Glossary
Contacts
63
73
137
139
143
144
growth
and excellence
index
www..bpo
ost..be
performance
and quality
tailored
solutions
innovation
in our services
social
responsibility
Balance sheet : 15, 76
Board of Directors : 63
Corporate governance : 63
Corporate Social Responsibility : 44-62
Customer satisfaction : 25, 43
EAT : I, 10
EBIT : I, 10
EBITDA : I, 10
Employees : 52-56
Energy (consumption) : 58-60
Environment : 57-62
50
52
57
62
Group companies : 133-135
Income statement : 8-14
Key figures : I
Management Committee : 66
Management Contract : 132
Quality : 42
Risk management : 92-98
Sales network : 31-32
Shareholders : 132
Universal service : 18, 50
annual report 2012
annual report 2012
bpost at a glance
Financial review
cover
2
6
8
18
Objectives
20
ns
26
nal
34
Maiil Service
e Operatio
ons
40
our
engagement,
44
- Society
- Our employees
- Environment
GRI table
Glossary
Contacts
63
73
137
139
143
144
growth
and excellence
index
www..bpo
ost..be
performance
and quality
tailored
solutions
innovation
in our services
social
responsibility
EAT : I, 10
EBIT : I, 10
EBITDA : I, 10
Employees : 52-56
Environment : 57-62
50
52
57
62
Key figures : I
Quality : 42
Shareholders : 132
main shareholders
49,99%
CVC Capital
Partners
financial key figures for the year 2012
For the year ended 31 December
In million EUR
P&L and B/S key figures
Operating income
Payroll costs
Other operating costs
Profit from operating activities (EBIT)
Normalized EBIT
Profit attributable to equity holders
Equity
Other key figures
EBITDA
Normalized EBITDA
Normalized operating free cash flow
Basic earnings per share (after stock split), in EUR
Diluted earnings per share (after stock split), in EUR
Normalized basic earnings per share (after stock split), in EUR
Normalized diluted earnings per share (after stock split), in EUR
Number of employees (at year end)
Number of FTE (average)
50,01%
2012
2011
2010
Evolution
2012 - 2011
2,415.7
(1,238.5)
(854.2)
323.0
404.0
174.2
2,364.6
(1,288.1)
(1,007.2)
69.2
358.6
(57.4)
2,317.8
(1,314.5)
(680.9)
322.4
319.2
209.6
2.2%
-3.8%
-15.2%
737.7
777.3
1,114.3
-5.1%
421.0
502.0
284.0
0.87
0.87
1.14
1.14
29,922
26,625
160.6
450.0
226.2
(0.29)
(0.29)
1.14
1.14
32,110
27,973
437.4
434.2
224.7
1.05
1.05
1.04
1.04
33,618
29,324
162.1%
11.6%
25.6%
The Belgian State
(directly and
indirectly)
key figures
10,000
670
post offices and
670 PostPoints
mail rounds
10.5million
letters and 100,000 parcels
handled every day
-6.8%
-4.8%
13,400
red post boxes
Operating income (Mio EUR)
2,450
Normalized EBITDA (Mio EUR)
4.7million
550
households served 5 days a week
500
key business and service units
2,400
450
Mail & Retail Solutions (MRS)
2,350
400
2,300
350
2010
2011
2012
Normalized EBIT (Mio EUR)
450
2010
2011
2012
Normalized operating free cash flow (Mio EUR)
300
400
Commercial unit responsible for the provision of services
in Belgium to residential and business customers,
including transactional mail, advertising mail, press,
value-added services and banking and financial products,
as well as the points of sale network and products sold
through it.
Turnover: 2,052.0 million EUR;
Employees: 4,076 FTE (at year end)
Parcels & International (P&I)
350
Commercial unit responsible for marketing and sale
of parcels on the domestic Belgian market as well as
international activities.
250
Turnover: 342.6 million EUR;
Employees: 363 FTE (at year end)
300
250
200
2010
2011
2012
2010
2011
2012
International Operations & Parcels
Services (IOPS)
Operating unit responsible for collection, sorting,
transport and delivery of international mail and parcels
through the European Mail Center at the Brussels
Airport.
Mail Service Operations (MSO)
transport and delivery of letters, press, unaddressed mail
and parcels.
94% of mail items and parcels delivered on time;
Editor-in-chief : Piet Van Speybroeck - Centre Monnaie-Muntcentrum - 1000 Brussels
Concept, content and coordination : Piet Van Speybroeck and Eric Halloy
Design and production : www.comfi.be
Printing : Dereume printing
Pictures : bpost, B. Babette, gettyimages
bpost at a glance
main shareholders
49.99%
CVC Capital
Partners
In million eur
2012
2500
2,415.7
(1,238.5)
(854.2)
323.0
404.0
174.2
Equity
2450
737.7
2400
Operating
2350
200
2350
100
income
2300
0
2300
2500
600
300
300
200
200
100
100
0
0
500
300
400
250
300
250
2400
421.0
502.0
284.0
0.87
0.87
1.14
1.14
29,922
26,625
777.3
1,114.3
-5.1%
160.6
450.0
226.2
(0.29)
(0.29)
1.14
1.14
32,110
27,973
437.4
434.2
224.7
1.05
1.05
1.04
1.04
33,618
29,324
162.1%
11.6%
25.6%
2450
2300
550
2400
500
2350
300
200
200
450450
2010
2011
500
300
2012
400
250
200
300
350
500
100
100
50
0
0
450450
450
300
400
250
350350
200
150
350
100
300300
450
50
10.5million
-6.8%
-4.8%
13,400
4.7million
350
450
400
400400
350350
300
450
2010
2011
2012
250
400
300300
2011
300
250250
250
300
200200
2010
through it.
350
0
250250
400
250
mail rounds
red post boxes
400400
300
post offices and
670 PostPoints
2300
500500
Normalized EBIT150
(Mio EUR)
200
350
10,000
670
handled every day
350
2,3002300
300
key figures
600
500
500
400
400
450
300
200
150
200
100
100
50
0
0
(Mio EUR)
100
100
0
0
500
2,3502350
400
550
400
2.2%
-3.8%
-15.2%
400
2,400
600
500
500
2,317.8
(1,314.5)
(680.9)
322.4
319.2
209.6
550550
2400
550
200
2350
100
2300
0
2,364.6
(1,288.1)
(1,007.2)
69.2
358.6
(57.4)
450
2,4502450
2350
500
2450
400
2400
300
Evolution
2012 - 2010
2400
300
2500
2300
2010
2350
EBITDA
2350
Normalized EBITDA
Basic earnings per share (after stock split),2300
in EUR
Diluted earnings per share2450(after stock split), in EUR
2500
Normalized diluted earnings per share (after
stock split), in EUR
600
500
2450
Number of FTE (average) 2400
400
2400
2011
The Belgian State
(directly and
indirectly)
2450
Operating income
Payroll costs
Normalized EBIT
Other key figures
2450
50.01%
2012
2010
250
2011
2012
Services (IOPS)
Airport.
and parcels.
bpost annual report 2012
than simply letters…
•
•
•
•
•
bpost is Belgium’s leading postal operator and universal service provider
bpost offers addressed and unaddressed mail services and efficient, high-quality
commercial and administrative communication solutions
bpost is well positioned in the Belgian parcels delivery market thanks to the wide range
of delivery options and an outstanding international network
bpost offers an array of mail, financial and insurance products through its dense points
of sale network
bpost develops value-added solutions based on the integration of electronic
communication, letters, parcel delivery and payment services
We will be the strongest and most trusted postal operator
We will leverage our core competencies and develop new
capabilities in order to achieve sustainable and profitable
growth in a changing world
We will make the difference for our customers
and the society thanks to our passionate people
1
2
our engagement ?
Clients
Johnny Thijs
CEO
than
Martine Durez
Chairwoman of the Board of
Directors
2012 was a demanding year for bpost.
We have nevertheless ended it with good
financial and operating results, in spite of
the economic downturn, which has adversely
affected the postal sector.
message to our stakeholders
We have had to deal with the consequences of some
difficult decisions. In January 2012, the European
Commission found that the Company had received
416.5 million EUR of incompatible state aid and ordered
the Belgian State to seek recovery of this amount. The
Company has paid to the Belgian State the amount
confirmed by the Belgian State to the Company, i.e.
300.8 million EUR (including interest and net of taxes).
In 2011, the Company had recorded a provision in the
amount of 299.0 million EUR. The Belgian Competition
Council ruled that bpost made abuse of a dominant
position which resulted in a fine of 37.4 million EUR.
bpost has appealed against the ruling, encouraged
by the fact that similar models are used by other
European operators. The downturn in volumes on the
Belgian market (-3.5%) is more pronounced than in
recent years and demands particular vigilance.
Positive aspects in 2012 include strict cost control,
increased customer satisfaction and the launch of new
growth initiatives, such as the “bpost by appointment”
pilots and the bpaid payment card.
With that in mind, bpost employees deserve a great
deal of gratitude. Their readiness to embrace change
over the past decade and their efforts to provide highquality service to customers continue to deliver good
results.
Good results
Martine Durez, Chairwoman of the Board
of Directors : The 2012 financial results are good in
spite of the downturn on the postal market. Turnover
increased by 2.2% to 2,416 million EUR, despite the
downswing in volumes. Net income was EUR 174.2
million compared to a loss of EUR 57.4 million last year.
Normalized EBIT and EBITDA amounted to 404.0 million
EUR and 502.0 million EUR respectively, a rise of 12.7%
and 11.6%. Reported EBIT and EBITDA amounted to
323 million EUR and 421 million EUR respectively.
The repayment of 123 million EUR (interest
included) to the Belgian State, to be
made in connection with the decision of the European
Commission of 3 May 2013 approving the Fifth
Management Contract, for the period 2011-2012, has
been provided for in our 2012 financial results.
Johnny Thijs, CEO of bpost: The rise in turnover
is due to the strengthening of our international
activities, but in part also to the price rise applied at
the beginning of 2012. In Belgium we must deal with
a larger reduction in volumes, as a consequence of the
economic downturn and growing competition from
digital communication media. In 2012 that reduction
was 3.5% (compared with the 0.5% to 2.0% reduction
recorded over the last two years). The downturn
remains relatively limited compared with the situation
in many other countries of Europe. Its acceleration
indicates that loss of volumes in the years to come
may also be expected in Belgium. By cutting our costs
quickly and flexibly we have been able to offset the
declines in volume and maintain our level of income. In
2012 we were again able to achieve this, by reducing
consistently the number of FTEs.
Martine Durez: Our 2012 results strengthen our
position in the leading group of European postal
operators.
Our financial wellbeing is maintained by high operating
ratios, which allowed us to distribute 220 million EUR
to shareholders in December 2012 by means of a
capital reduction.
Johnny Thijs: The life of our company in 2012 and
early 2013 was punctuated by many striking events.
In January 2012, the European Commission announced
its decision on state aid granted in the period 19922010. In May 2013 it approved the Fifth Management
Contract for the period 2013-2015 in accordance with
European Union framework on services of general
economic interest. Although the Company will repay
123 million EUR to the Belgian State, we now have
clarity on the framework governing the public services
and their compensation for the next three years.
3
4
Martine Durez: An absolute priority for 2012
was to improve customer satisfaction and loyalty.
All employees were explicitly urged to rally round to
achieve a customer loyalty rating of 70. The results
have been encouraging: at the end of 2012, the rating
was 73.5. However, we can and must do even better. In
this context, the Customer First program continues to
be a priority.
Johnny Thijs: Developing our growth opportunities
was another priority. For instance, in early 2012 we
launched successfully “bpaid”, a prepaid payment
card that combines the advantages of cash with the
simplicity of plastic.
In 2012 we also launched pilots for the “bpost by
appointment” project. Customers in four municipalities
can use bpost for the consolidated delivery of food
shopping and other purchases to their home. Other
pilots will follow in 2013. It could prove to be an
important growth project for bpost.
Our outstanding knowledge on the ground – every
weekday we serve every letterbox in the country – and
the position of trust we enjoy with our customers are
unique assets. We know where to find our customers
and they are literally ready to open their door to our
employees. In the years to come, we hope to be able to
make the most of these assets within the framework of
new services.
We have targeted growth in line with our core
competences. As part of this, in 2012 we took the
decision to sell Certipost’s digital document exchange
activities. Furthermore, in early 2013 bpost acquired
a majority shareholding in US parcel transporter
Landmark Global. After the acquisition of a majority
shareholding in MSI in 2010, this represents a new step
for bpost as we look to consolidate our position on the
blossoming North American e-commerce market.
Martine Durez: bpost also made advancements
in corporate social responsibility in 2012. Carbon
emissions were reduced by 32% in 2007-2012 and a
15% reduction in energy consumption was realized
in 2005-2012. bpost also renewed the partnership
with WWF Belgium as part of our continued efforts
to intensify the sustainability of our activities. We
want to convince every customer – whether it’s a
company that sends tens of thousands of mailings or
a residential customer who sends a single parcel – that
we are able to provide the service they need with
minimal impact on the environment.
In social relations, 2012 was marked by employee
concerns about increasing workloads and the physical
feasibility of the tasks of postal workers in the
future Mail organization. A survey was held among
all employees. The results show that our employees
are committed to their job, but that there is a feeling
of stress. The “bpeople” action plan has now been
launched to make sure that the pace of work takes
account of the capacities of our employees.
Our goals in 2013
Johnny Thijs: We face major challenges in 2013. The
effects of the economic crisis will continue to be felt.
That will have an impact on our volumes, which will
We are committed to higher
quality, growth, corporate
social responsibility and dedication
on behalf of our customers and
employees.
continue to be under pressure. To maintain them at
the present standard as much as possible, we will do
our utmost to explore new opportunities in the postal
segments with growth potential. That especially goes
for direct mail and parcels (in Belgium and abroad).
Furthermore, we will keep up our efforts to strictly
control costs, although this will not prevent us from
pursuing our investment policy, among other things to
implement our “Vision 2020” plan for restructuring mail
and parcels activities, install sequencing equipment and
set up the new Brussels X sorting center.
Martine Durez: We are constantly endeavoring
to do better. We are committed to higher quality,
growth, corporate social responsibility and dedication
on behalf of our customers and employees. Every day,
bpost delivers hundreds of thousands of letters and
parcels, and takes care of thousands of customers at
our points of sale or over the phone. Our employees
do everything in their power to ensure they provide
services and conduct transactions appropriately. Be
that as it may, problems can always arise, which can
engender a sense of dissatisfaction in some customers.
We are permanently focused on improvement and as
such we take every request or complaint seriously, so
that we can rectify mistakes and avoid them in the
future.
The wellbeing of our employees is another of our key
concerns. Some of them are finding it hard to keep up
with the pace of change. Change is essential, but we
will redouble our efforts to provide all employees with
optimal guidance and support in these processes.
All these aspects are key to our future development
and the wellbeing of our company as a whole.
Furthermore, we will continue to work on our
operational excellence. We want to be “best in class”.
That’s our response to the high expectations of our
stakeholders: shareholders, customers, employees and
society at large.
5
6
key events for
the year
MARCH – bpost starts first tests
of its new home delivery service
“bpost by appointment”
JANUARY – Decision of the
European Commission
On 25 January 2012, the European Commission
communicated to the Belgian State its decision
relating to the enquiry into alleged state aid
that it had opened in July 2009 and relating
to the period 1992-2010. The European
Commission found that the Company had
been overcompensated. This resulted in a cash
outflow of 300.8 million EUR which includes
an interest charge of approximatively 2 million
EUR. The Company provided in its 2011 accounts
provisions covering the majority of the financial
impact.
FEBRUARY – bpost launches
bpaid, a prepaid payment card
On 13 February 2012, bpost launched bpaid,
a prepaid universally accepted payment card.
bpaid is a secured payment option that combines
the advantages of cash with the easiness of
a payment card. Thanks to the Mastercard
network, it can be used worldwide as well as for
online shopping.
On 1 March 2012, bpost kicked off the first
tests of consolidated home delivery of groceries
and other orders: “bpost by appointment”. The
service offers to customers the home delivery on
a chosen day and time of groceries and parcels
as well as the pick-up of goods, such as laundry,
items for repair or empty bottles.
MARCH – New collective labor
agreement covering the years
2012-2013
On 22 March 2012, the Company and the
representatives of the workforce signed a new
collective labor agreement covering the years
2012-2013. The agreement includes, among other
things, provisions regarding bonus linked to
the achievement of financial, customer loyalty
and absenteeism targets in 2012 and in 2013,
an increase of the year-end allowance and an
improvement of the salary package of the postal
distributors.
Pursuant to this collective labor agreement,
frame agreements were concluded in July and
December 2012 regarding early retirement
possibilities, partial career interruption and the
extension of a non-recurring targets linked bonus
payable in 2014.
key events for the year 2012
DECEMBER – Organizational
structure adapted
OCTOBER – Sale of a part of
the activities of Certipost to
Basware
On 5 October 2012, bpost sold to the Finnish
group Basware (market leader for digital
invoicing) the activities of Certipost related
to the exchange of electronic documents. The
Certipost activities concerning the document
protection, the digital certificates and the
electronic ID cards remain bpost’s property.
The transfer of the sold activities became
effective as from 2 January 2013.
DECEMBER – Reduction of the
equity
During the extraordinary shareholder’s meeting
on 27 September 2012, the shareholders decided:
• To reduce the capital by 55 million EUR by
absorption of the losses carried forward from
2011;
• to return 220 million EUR to shareholders in the
form of a capital reduction;
• to reduce the legal reserve by 28 million EUR
and to distribute it to shareholders in the form
of an extraordinary dividend.
The decrease of the equity was effective after
the extraordinary shareholders’ meeting held in
December 2012.
The shareholders decided to declare and pay an
interim dividend of 170 million EUR, based on
the results of the first ten months of the year.
In December 2012, bpost restructured its
commercial products and solutions organization.
The bpost Business and Residential market and
mass channels departments were merged. The
new department, Mail & Retail Solutions, is
responsible for the marketing and the sale of
all postal and financial products in Belgium, for
retail and professional customers.
The department Parcels & International became
entirely responsible for the sale and marketing
of parcels on the domestic Belgian market. It
remains in charge of all international activities.
DECEMBER – Fine from the
Belgian Competition Council
for tariff discounts applied to
consolidators
In December 2012, the Belgian Competition
Council ordered bpost to pay a fine of
37,4 million EUR for abuse of dominant position.
This decision is related to a tariff discount
scheme that had at the time of the decision
already been modified as a consequence of a
previous decision of the Belgian postal regulator
(IBPT/BIPT) in July 2011. bpost has lodged
an appeal against the Council’s decision as
comparable discount schemes are still in use and
not challenged in other EU-countries.
DECEMBER – bpost acquired
a majority stake in Landmark
Global and Landmark Trade
Services
Landmark Global is an American company
specializing in the cross border transport of
parcels between the United States and Canada,
while other destinations are also covered.
With this acquisition, bpost will benefit from
an enriched customer portfolio for its parcels’
business from and to North America.
7
8
financial review
1. Income Statement
In 2012, bpost registered a reported net profit of
174.2 million EUR (2011: net loss of 57.4 million EUR).
The increase compared to last year is primarily
explained by non-recurring items (provisions), among
which the most significant relates to the decision of
the European Commission for the provision of services
of general economic interest. The impact of these
provisions for 2011 and 2012 respectively amounts
to 290.8 million EUR (299.0 million EUR before taxes)
and 82.5 million EUR (124.9 million EUR before taxes).
Excluding the impact of these non-recurring items, the
profit for the year amounts to 227.7 million EUR (2011:
227.1 million EUR).
The Company registered a profit from operating
activities (EBIT) of 323.0 million EUR compared
to 69.2 million EUR last year. Excluding the nonrecurring items, among which the largest relates to
the provisions related to the European Commission
decision, EBIT rose by 12.7%.
Operating income amounted to 2,415.7 million EUR
(2011: 2,364.6 million EUR). This represents an increase
of 2.2% (2.0% excluding the impact of the changes
in scope), which has been achieved despite further
decline in the volume of core domestic mail (3.5%). This
negative volume trend was more than compensated by
price increases in domestic mail, the growth in parcels,
the further development of the international activities
and the increase of the income generated by banking
and financial products.
The total reported operating expenses decreased
by 202.5 million EUR. However, after excluding the
non-recurring items, operating expenses increased by
2.9 million EUR or 0.1%.
Payroll costs show a decrease of 49.6 million EUR.
Excluding the impact of the changes in scope and the
non-recurring items, payroll costs showed an underlying
decrease of 38.7 million EUR or 3.0%. The impact of the
reduction of 1,348 FTE’s amounts to 61.1 million EUR
and is driven by the productivity enhancement
initiatives. Furthermore, payroll costs are positively
influenced by a personnel mix impact (3.4 million EUR)
and the favorable evolution of the employee benefits
liability. These positive evolutions are partially offset
by the consumer price index related salary increases
(30.8 million EUR) and seniority and merit increases.
Services and other goods increased by 32.4 million EUR.
Excluding the impact of the changes in scope, costs
rose by 29.7 million EUR or 5.2%. This increase is mainly
explained by :
(i) an increase in transport costs (13.7 million EUR,
out of which 2.2 million EUR due to scope change)
directly correlated to the increase in volume of
international mail and parcels;
(ii) an increase (9.7 million EUR) in maintenance and
repair for machines in sorting centers and ICT
related software. Those increases are explained by
the continuous rise in automation which enables
the productivity increases;
(iii) higher publicity and advertising costs
(7.8 million EUR); and
(iv) higher insurance costs (3.6 million EUR), mainly
fleet related.
Other operating expenses decreased by 194.6 million
EUR. In 2011, bpost had provided an amount of
299.0 million EUR for the repayment of the SGEI related
compensation whereas only 124.9 million EUR was
provisioned in 2012. The balance of the improvement
is explained by the reversal of other provisions.
9
financial review
FOR THE YEAR ENDED 31 DECEMBER
IN MILLION EUR
2012
2011
2010
Evolution
2012-2011
2,396.0
19.8
2,342.3
22.3
2,279.0
38.7
2.3%
-11.3%
Total operating income
2,415.7
2,364.6
2,317.8
2.2%
Materials cost
Services and other goods
Payroll costs
Other operating expenses
(34.6)
(602.8)
(1,238.5)
(118.9)
(32.0)
(570.4)
(1,288.1)
(313.5)
(27.3)
(545.1)
(1,314.5)
6.6
8.0%
5.7%
-3.8%
-62.1%
(1,994.8)
(2,204.0)
(1,880.4)
-9.5%
EBITDA
421.0
160.6
(91.3)
(115.0)
437.4
162.1%
323.0
69.2
322.4
366.7%
6.8
(60.6)
14.4
(19.7)
11.1
(31.7)
-52.8%
207.8%
3.5
2.2
13.3
61.1%
Profit before tax
272.7
66.0
315.0
313.1%
Income tax expense
(98.5)
(123.4)
(105.4)
-20.2%
Profit for the year
174.2
(57.4)
209.6
bpost also analyzes the performance of its activities
on a normalized basis or before non-recurring items.
Non-recurring items represent significant income or
expense items that due to their non-recurring character
are excluded from internal reporting and performance
analyses. bpost strives to use a consistent approach
when determining if an income or expense item is
recurring or non-recurring and if it is significant enough
to be excluded from the reported figures to obtain
the normalized ones. An non-recurring item is deemed
to be significant if it amounts to EUR 20 million or
more. All profits or losses on disposal of activities
are normalized whatever the amount they represent.
Reversals of provisions whose addition had been
normalized from income are also normalized whatever
the amount they represent. All other normalizations
must meet both the criteria of being non-recurring and
of amounting to EUR 20 million or more.
Turnover
Other operating income
Total operating expenses excluding
depreciations/amortizations
Depreciation, amortization
Financial income
Financial cost
Share of profit of associates
(98.0)
7.3%
Both 2011 and 2012 were impacted by a number
of non-recurring items which affected the EBITDA,
the EBIT, the profit of the year and the operational
free cash flow. Normalized EBITDA, normalized EBIT,
normalized profit and normalized operational free cash
flow for the year exclude the impact of those nonrecurring items.
10
Normalization of EBITDA, EBIT and profit of the year
IN MILLION EUR
Reported EBITDA
Provisions relating to the decision of the European
Commission
Collective Labor Agreement
Pending litigation provision
Modifications in employee benefits schemes
Normalized EBITDA
IN MILLION EUR
Profit from Operating Activities (EBIT)
Commission
Normalized Profit from Operating Activities (EBIT)
IN MILLION EUR
Profit for the year (EAT)
Commission
Normalized Profit for the year (EAT)
2012
2011
2010
421.0
160.6
437.4
124.9
(22.7)
(21.1)
502.0
299.0
(9.6)
450.0
27.3
(9.3)
(21.2)
434.2
11.6%
2012
2011
2010
Evolution
2012-2011
323.0
69.2
322.4
124.9
(22.7)
(21.1)
404.0
299.0
(9.6)
358.6
27.3
(9.3)
(21.2)
319.2
12.7%
2012
2011
2010
Evolution
2012-2011
174.2
(57.4)
209.6
82.5
(15.0)
(14.0)
227.7
290.8
(6.3)
227.1
18.0
(6.1)
(14.0)
207.5
0.3%
2012
2011
2010
Evolution
2012-2011
0.0
(21.1)
102.2
0.0
81.0
81.0
0.0
(9.6)
299.0
0.0
289.4
289.4
0.0
(3.2)
0.0
0.0
(3.2)
(3.2)
0.0
(11.5)
(196.8)
0.0
(208.4)
(208.4)
Evolution
2012-2011
The non-recurring items split per line of the income
statement (at EBIT level) can be summarized as follows:
IN MILLION EUR
Operating income
Non-recurring income
Payroll costs
Other operating charges
Depreciation, amortization and impairment
Non-recurring costs
Non-recurring items
financial review
On 25 January 2012, the European Commission
communicated to the Belgian State its decision with
regards to the enquiry into alleged state aid relating
to the period 1992-2010. In its decision, the European
Commission considered that the Company had been
undercompensated for the period 1992-2005 and
overcompensated for the period 2006-2010.
The European Commission decided that the amount
of overcompensation could not be offset against
the amount of under-compensation as they related
to different Management Contracts between the
Company and the Belgian State. In determining the
amount of over- or under-compensation, the European
Commission compared the amounts received from
the Belgian State in compensation for the services of
general economic interest entrusted by the Belgian
State to the Company with the costs of performing
those services. The European Commission included
in the amounts received from the Belgian State an
amount corresponding to the profit realized by the
Company on the reserved (i.e. monopoly) area of the
universal service obligation above a certain level that
the European Commission deemed ‘reasonable’. The
Company provided in its 2011 accounts provisions
covering all the financial impacts, with the exception
of the interests from 1st January 2012 to the date of
repayment to the Belgian State, of the decision by the
European Commission. The impact of the provisions
on the 2011 EBIT amounts to 299.0 million EUR.
The impact on the profit for the year amounts to
290.8 million EUR.
On March and May 2012, the Company repaid in
full the aid rejected by the European Commission
and the interest thereon. The Board of Directors
of bpost decided on 17 September 2012 to appeal
the Commission’s decision. Such an appeal does not
suspend the decision.
Pending the approval of the 5th Management Contract
by the European Commission, the 4th Management
Contract has been extended to 2011 and 2012.
Therefore, the method to calculate the amount of the
SGEI related compensation hasn’t changed. Although
there is an appeal against the Commission’s decision, it
is more likely than not that the Commission will apply
the same logic in the evaluation of the amount of overor under-compensation for 2011 and 2012. If so and
based on bpost’s understanding of the Commission’s
calculation method, the amount to be repaid for 2011
and 2012 is estimated at 124.9 million EUR.
Pending litigations provisions recorded in previous
years were re-measured in 2012. A provision amounting
to 22.7 million EUR was reversed in 2012. It had been
set up to cover a risk of litigation relating to offbalance sheet transactions dating before 2010. As the
matter was definitively resolved in the course of 2012,
the provision was reversed. Reversals of 9.6 million EUR
and 9.3 million EUR were recorded respectively in 2011
and 2010 as some payroll-related risks were definitively
resolved. Since the charge of the original provision had
been considered as non-recurring, the reversal of the
provision is also considered to be non-recurring and is
excluded from the normalized results.
A Collective Labor Agreement covering the period
2012-2013 was signed between the Company and the
representatives of the workforce in March 2012. It
approved the measure limiting the quota of days of
sickness for civil servants to 63 days instead of 300
days in exchange for a payment of compensation for
the days exceeding the new quota.
The impact of this agreement is a reduction of the
related plan and has led to the recognition of an
actuarial gain (shown as negative personnel expenses)
of 21.1 million EUR (2011: 0 million EUR). This gain has
been considered as non-recurring and is excluded from
the normalized results.
In December 2010, the Company announced its
intention to introduce a scheme under which
employees who will reach the age of 58 by 31
December 2012, who work in certain departments and
which functions became redundant and who are not
replaced will have the possibility to apply for early
retirement. In January 2011, the representatives of the
workforce and the Company approved the proposed
scheme. The cost of the scheme was estimated at
27.3 million EUR and a non-recurring charge of that
amount was recorded in the 2010 income statement,
given its significant impact in the Company’s financial
statements. During the reference period 2010-2012,
this was by far the largest transformation plan and
impacted several departments simultaneously. As far as
the subsequent early retirement plans are concerned,
their impact and scope was significantly reduced and
most importantly they were part of the “business as
usual” natural attrition levers. However, it is clear that
the Company does not negotiate such schemes with
the labor unions on a systematic basis, but rather
depending on the circumstances at a certain point in
time.
11
12
The Company has performed the periodic review of
the accounting estimates relating to its liabilities
for employee benefits. This review has led to the
recognition of a non-recurring income (shown as
negative personnel expenses) of 21.2 million EUR. In
2010, the source of the non-recurring income related to
changes in the rules of a plan (the “guaranteed” salary
for the beneficiaries reached 75% i.o 71%) as additional
and improved data became available and were used for
the computation.
Normalization of operating free cash flow
IN MILLION EUR
Net cash from operating activities
Net cash used in investing activities
Operating free cash flow
Deposits received from third parties
Advances received from the Belgian State
Commission
2012
2011
2010
71.3
(88.1)
296.3
(70.1)
154.6
(42.2)
(16.8)
226.2
112.4
-107.4%
226.2
224.7
25.6%
0.1
0.0
28.0
84.3
Evolution
300.8
284.0
Operating free cash flow represents net cash from
operating activities less acquisition of property, plant
and equipment (net of proceeds from sale of property,
plant and equipment), acquisition of intangible assets,
acquisition of other investments and acquisition of
subsidiaries (net of cash acquired).
well as some shifts between Parcels and International
Mail (net impact shift of 8.2 million EUR from Parcels to
International Mail). Taking into account these changes,
the 2011 figures at the level of the business units have
been restated to reflect these changes. The restated
figures are shown under the heading “comparable”. The
variances mentioned hereafter within the evolution per
business units compare the 2012 figures with the 2011
comparable figures.
Normalized operating free cash flow excludes,
throughout the 2010 - 2012 period, deposits received
from third parties and the repayment of advances
received from the Belgian State, as those relate to
the quasi cash pool mechanism with the Belgian
State, which was discontinued in the course of
2010. It also excludes the repayment of the alleged
overcompensation for the SGEIs following the decision
of the European Commission of January 25, 2012.
1.1 Operating Income
Following a change in the internal reporting structure
as of January 1st 2012, a series of product lines have
shifted between business units. The product lines
Parcels and International Mail have shifted from Mail &
Retail Solutions (MRS) to Parcels & International (P&I),
whereas Transactional Mail, Advertising Mail and Press
revenues registered for a portion within P&I have been
regrouped within MRS. Furthermore, some products
have been transferred from International Mail to the
product line Other (transfer of 2.3 million EUR), from
Value Added Services to Parcels activities (4.1 million
EUR) and to product line Other (4.5 million EUR) as
Operating income increased by 2.2% to
2,415.7 million EUR (2011: 2,364.6 million EUR). The
changes in scope (bpost Asia was fully consolidated
as from October in 2011) account for an increase
in revenues of 3.3 million EUR. Excluding these
changes in scope, the increase in operating income is
13
financial review
The evolution per product line can be summarized as follows:
IN MILLION EUR
Transactional Mail
Advertising Mail
Press
Parcels
Value Added Services
International Mail
Banking & Financial Products
Other
Total bpost
2012
comparable
2011
2011
2010
Evolution
2012-2011
982.7
287.3
406.4
165.0
95.8
221.0
217.3
40.1
967.2
309.1
399.7
154.1
94.4
203.8
200.6
35.6
967.2
309.1
399.7
158.3
102.9
197.9
200.6
28.8
954.4
318.9
389.5
120.8
85.0
199.4
200.9
49.0
1.6%
-7.1%
1.7%
7.1%
1.5%
8.4%
8.3%
12.5%
2,415.7
2,364.6
2,364.6
2,317.8
2.2%
Domestic Mail, which includes Transactional and
Advertising Mail as well as Press declined by 0.1%
compared to last year as the volume decline of 3.5%
was compensated by the improvement in pricing and
mix.
The Parcels activity grew by 7.1%. This was driven
by a 4.7% increase in volume (mainly within Parcels
International) and in price and an improvement in the
product mix.
Value Added Services rose to 95.8 million EUR
thanks to increased revenues for the mail forwarding
and temporary mail conservation services.
Sales for International Mail rose by 17.2 million EUR
or 8.4% mainly due to increased revenues for the
IN MILLION EUR
BIZ
RSS
MRS
P&I
Corporate
Total Operating Income
International subsidiaries along with improvements in
both volume and price of the other products.
The increase of Banking & Financial Products is
due to the higher revenues for the cashier activities,
increased banking and insurance commissions received
from bpost’s associate bpost bank and the increase of
the other financial products (predominantly due to the
launch of a prepaid payment card).
Prior to January 1, 2013 bpost operated through three
business units: BIZ, RSS and P&I. Since January 1, 2013
BIZ and RSS have been merged into MRS. The table
below presents the evolution per business unit and the
reconciliation between the old and new structure:
2012
comparable
2011
2011
2010
Evolution
2012-2011
1,552.5
499.6
2,052.0
342.6
21.1
1,535.0
498.2
2,033.2
318.3
13.0
1,626.0
499.5
2,125.5
226.0
13.0
1,592.4
502.7
2,095.1
204.0
18.6
0.9%
7.6%
62.5%
2,415.7
2,364.6
2,364.6
2,317.8
2.2%
1.2 Operating Expenses
Operating expenses, including depreciation,
amortization and impairment charges, amounted to
2,092.8 million EUR (2011: 2,295.3 million EUR), a
202.5 million EUR decrease compared to last year.
The changes in scope (bpost Asia) account for an
increase in expenses of 3.0 million EUR.
Excluding the impact of the scope and the evolution
of the non-recurring expenses (mainly the provisions
relating to the decision by the European Commission),
underlying operating expenses increased by
The raw material, consumables and goods for
resale increased by 2.6 million EUR at 34.6 million EUR
(2011: 32.0 million EUR). The evolution is amongst
14
others due to increased services performed by
subcontractors in the express parcels delivery.
The costs for goods and services increased
by 32.4 million EUR or 5.7% compared to 2011.
IN MILLION EUR
Rent and Rental costs
Maintenance and Repairs
Energy delivery
Other goods
Postal and Telecom costs
Insurance costs
Transport costs
Publicity and Advertising
Consultancy
Interim
Third party remuneration, fees
Other services
Total
•
•
•
•
•
Excluding the impact of the changes in scope
(2.6 million EUR), the costs for goods and services rose
by 29.7 million EUR or 5.2%:
2012
2011
2010
Evolution
EUR
Evolution
%
65.3
69.3
43.2
20.2
7.8
15.6
155.5
25.9
33.1
40.7
106.9
19.4
63.8
59.6
41.7
21.2
8.7
12.0
141.8
18.1
35.6
40.1
110.6
17.1
59.0
55.8
39.1
27.5
7.6
10.8
134.1
27.6
34.9
33.3
100.7
14.7
1.5
9.7
1.5
(1.0)
(0.9)
3.6
13.7
7.8
(2.5)
0.6
(3.7)
2.3
2.3%
16.3%
3.7%
-4.9%
-10.3%
29.9%
9.7%
43.0%
-7.0%
1.5%
-3.4%
13.2%
602.8
570.4
545.1
32.4
5.7%
Maintenance and repairs rose by 9.7 million EUR.
As the Company increases the automation of its
operations to improve productivity, the number
of machines and the maintenance costs associated
with them increase. The same phenomenon is
observed for fleet costs.
Insurance costs increased by 3.6 million EUR due
to the settlement of a past claim, the increase in
the insurance tariffs and an increase in self-insured
damages.
Transport costs showed a 13.7 million EUR increase.
The changes in scope (bpost Asia) contributed
to the increase by 2.2 million EUR. Excluding
the scope change, the increase amounted to
11.5 million EUR mainly driven by the increased
volumes outbound mail and parcels, resulting in
8.2 million EUR higher terminal dues and higher
volumes in the international subsidiaries.
Publicity and advertising costs climbed to
25.9 million EUR. bpost increased its advertising
spend to support the introduction of new activities
and new products such as the prepaid card (bpaid)
and bpack.
3rd party remunerations declined by 3.7 million EUR
compared to 2011. The reduced requirements for
ICT developments was partly counterbalanced
by higher costs for external parties (e.g. interim
managers to bridge short term gaps in the internal
organization), outsourcing of cleaning activities and
•
the increased costs for money transport.
Other services show an increase of 2.3 million EUR.
This variance is related to higher training costs,
IBPT-BIPT contributions and the administration
costs related to prepaid cards.
Payroll costs amounted to 1,238.5 million EUR in
2012 (2011: 1,288.1 million EUR) which represents
a decrease of 49.6 million EUR. The scope changes
caused by the consolidation of bpost Asia as from
October 2011 generated an increase of 0.7 million EUR.
Non-recurring items represented a decrease in
expenses of respectively 9.6 million EUR in 2011 and
21.1 million EUR in 2012. The evolution of the nonrecurring items had therefore a positive impact of
11.5 million EUR compared to 2011. Excluding the
impact of the changes in scope and of the evolution
of the non-recurring items, payroll costs showed an
underlying reduction of 38.7 million EUR or 3.0%.
The average workforce was reduced by 1,348 FTE
(2011: 1,351 FTE) generating a saving of 61.1 million
EUR (2011: 58.3 million EUR) driven by the various
productivity enhancement projects. This reduction
should be analyzed alongside the decrease in
the use of interims of 27 FTE (or 0.5 million EUR
reported under cost of goods and services). All units
contributed to the reduction in the headcount,
except Parcel & International. Reorganizations and
financial review
productivity programs in the postal value chain
activities (distribution, transport, collect), and in post
offices continued to be implemented alongside the
optimization of the support activities such as Cleaning,
Facility Management and Human Resources.
The payroll costs were also favorably influenced for
an amount of 3.4 million EUR by the favorable salary
mix effect generated by the recruitment of postal
distributors at a lower salary scale.
Besides this, a favorable evolution of the employee
benefits liability (including the recognition of the
unrecognized actuarial gains) and lower performance
related premiums have a positive impact of
13.9 million EUR on the payroll costs.
These positive evolutions were partially compensated
by:
the cost-of-living increases of June 2011 (full impact
in 2012) and March 2012 which generated an
increase in payroll of 30.8 million EUR;
regular seniority and merit increases for
4.8 million EUR;
increased social security charges for certain
categories of personnel, resulting in increased costs
of 5.6 million EUR.
•
•
•
Depreciation, amortization and impairment
charges increased by 6.7 million EUR due to higher
impairment charges.
Other operating charges decreased by
194.6 million EUR versus last year. The decision of the
European Commission (299.0 million EUR) impacted
the 2011 figures while the 2012 figures include an
estimation of the repayment to be done on the
amounts received in 2011 and 2012 from the Belgian
State in compensation for services of general economic
interest (124.9 million EUR). The remaining decrease
is mainly due to a reversal of a pending litigation
provision for 22.7 million EUR.
Financial results decreased by 48.6 million EUR.
The variation is mainly explained by the evolution of
the financial charges relating to employee benefits
(increase of 41.2 million EUR). This increase is non-cash
and is due to the significant lower risk-free interest rate
leading to lower discount rates in 2012 compared to
2011. This in turn led to an increase of the employee
benefit liability which is shown as a financial charge.
Taxes decreased from 123.4 million EUR in 2011
to 98.5 million EUR in 2012. The 2012 tax charge
represents 36.1% of the profit before tax which is
in line with the 2011 tax figures (the impact of the
decision of the European Commission on last year’s
figures being excluded).
2. Statement of financial
position
2.1 Assets
During 2012, additions of property, plant and
equipment (57 million EUR) were lower than
depreciations and impairments (78.5 million EUR). The
net transfers towards assets held for sale and from
investment property amounted to 0.9 million EUR.
As a result of these movements, the net value of
the property, plant and equipment declined by
20.3 million EUR. The main investments of the year
related to the refurbishing, upgrade and maintenance
of the buildings of the mail and retail networks
(17.8 million EUR), production facilities for sorting and
printing activities (19 million EUR), ATM- and security
infrastructure (7.7 million EUR) and IT- and other
infrastructure (12.5 million EUR).
Intangible assets increased by 25.5 million EUR. This
increase is mainly due to the following factors:
goodwill increase (20.8 million EUR) mainly as a
result of the acquisition of the Landmark companies
(18.2 million EUR), goodwill on the acquisition of
the customs activity of DSV (2.1 million EUR) and
share price adjustment relating to the acquisition of
bpost Asia (0.8 million EUR);
investments in software and licenses
(9.4 million EUR), development costs capitalized
(15.2 million EUR), business combinations effects
(0.9 million EUR) and other intangible assets
(0.5 million EUR);
partially compensated by amortization of the year:
21.3 million EUR.
•
•
•
The investment in associates increased by
267.3 million EUR from 84.3 million EUR to
351.6 million EUR, reflecting the increase of the
unrealized gains on bpost bank’s bond portfolio
(263.8 million EUR) and the pickup of the Company’s
share of bpost bank’s 2012 results (3.5 million EUR
compared to 2.2 million EUR in 2011).
Investment properties decreased from
18.2 million EUR in 2011 to 15.2 million EUR in 2012 as
fewer buildings were rented out.
15
16
Deferred taxes assets amount to 61.0 million EUR
(2011: 72.4 million EUR). The decrease of 11.4 million
EUR is mainly explained by the reduction in the timing
difference between the accounting and the tax value
of the provisions and the employee benefits.
Investment securities decreased by
493.6 million EUR to 22.0 million EUR (2011:
515.6 million EUR). At year-end, the Company was
holding its available cash on its current bank accounts
rather than in instruments such as commercial paper as
it did in the past.
Current trade and other receivables decreased
by 2.4 million EUR to 394.6 million EUR (2011:
397.0 million EUR), driven by a 9.9 million EUR decrease
in trade receivables partially compensated by a rise
of 7.3 million EUR in other receivables. The decrease
in trade receivables is mainly due to a decrease of
11.6 million EUR in the terminal dues owed by foreign
operators. Other receivables rose due to the higher
commission to be received (18.5 million EUR in 2012).
Cash and cash equivalents increased by
64.5 million EUR to 691.2 million EUR (2011:
626.7 million EUR) driven by increase of cash available
on current bank accounts partially offset by the
reduction of short term deposits.
2.2 Liabilities
Equity amounts to 737.7 million EUR (2011:
777.3 million EUR). The addition of the
174.2 million EUR net profit for the 2012 period
and the increase of the Company’s share of the
unrealized gains on bpost bank’s bond portfolio of
263.8 million EUR is compensated by the payment of
an interim dividend amounting to 170.0 million EUR,
a capital decrease of 220.0 million EUR and the
payment as an exceptional dividend of the excess in
legal reserve for 28.0 million EUR. In 2012, Post Invest
Europe Sàrl (PIE) purchased 2,589 shares of bpost held
by Alteris NV-SA, a 100% subsidiary of bpost, which
were considered as Treasury Shares in the equity
(14.0 million EUR). Equity was further reduced by an
amount of 73.6 million EUR mainly due to the fact that
the exercise price of the put options granted to the
minority shareholders of Landmark and MSI exceeded
the net asset value of the companies.
Interest-bearing loans and borrowings decreased
to 82.7 million EUR (2011: 92.2 million EUR) as an
amount of 9.1 million EUR, corresponding to the
amount to be repaid on the European Investment Bank
in 2013 was transferred to current financial liabilities.
Non-current trade and other liabilities climbed
to 83.1 million EUR (2011: 13.0 million EUR), driven by
the commitments relating to the full acquisition of MSI
Worldwide and Landmark.
Employee benefits have decreased compared to
last year and amount to 364.1 million EUR (2011:
379.8 million EUR). This decrease of 15.7 million EUR is
mainly due to the following elements:
the payment of benefits decreased the balance by
84.8 million EUR (2011: 55.5 million EUR) including
36.9 million EUR for the one-off settlement of
accumulated compensated absences (as part of
the 2012 Collective Labor Agreement, a significant
number of sick days was repurchased from the civil
servants) and 19.4 million EUR for the payment of
early-retirement and part-time work benefits;
service costs and interest costs relating to the
year increased the balance for a total amount of
57.3 million EUR (2011: 35.9 million EUR). In 2011,
service costs were impacted for an amount of
7.8 million EUR by the approval of termination
benefits. The new part-time and early-retirement
schemes negotiated in the Collective Labor
Agreement during 2012 represent an amount of
28.4 million EUR;
An actuarial loss of 18.6 million EUR offset by
a transfer of 6.8 million EUR to unrecognized
actuarial gains/losses resulting in a net P&L and
balance sheet effect of 11.8 million EUR.
This increase in liability reflects:
- an actuarial financial loss of 38.5 million EUR
related to high decrease of the discount rates in
2012 compared to 2011,
- and, an actuarial operating gain of 26.7 million
EUR mainly related to changes by Collective
Labor Agreement 2012 with regards to the
maximum number of days allowed in this plan
(25.1 million EUR).
•
•
•
As mentioned above, 6.8 million EUR were transferred
to the unrecognized actuarial gains/losses which
increased the unrecognized loss from 7.2 million EUR to
14 million EUR.
After deduction of the deferred tax asset relating to
employee benefits which amounts to 60.4 million EUR,
the net liability amounts to 303.7 million EUR (2011:
316.2 million EUR).
financial review
Non-current provisions amount to 42 million EUR
(2011: 79.6 million EUR). The decrease
(37.6 million EUR) comes mainly from the litigation
(33.3 million EUR) and environmental provision
(7.4 million EUR).
Current provisions amount to 140.5 million EUR
(2011: 334.5 million EUR). The decrease of
194 million EUR comes mainly from the utilization of
the provision related to the decision of the European
Commission (299.0 million EUR) partially compensated
by the addition for the repayment to be done on the
amounts received in 2011 and 2012 from the Belgian
State in compensation for services of general economic
interest (124.9 million EUR).
Current trade and other liabilities increased to
760.7 million EUR (2011: 686.5 million EUR), driven by
the change in other payables (60.4 million EUR). This
evolution is mainly due to higher advances related to
terminal dues transactions and the recognition as a
debt of the fine imposed of the Belgian Competition
Authority. Payroll and social security payables remained
almost stable while trade payables showed an increase
of 10.4 million EUR.
3. Statement of cash flows
Operating activities generated a net cash inflow
of 71.3 million EUR (2011: 296.3 million EUR). This
decrease of 225 million EUR compared to last year is
due to the repayment of 300.8 million EUR related to
the SGEI overcompensation. Without this repayment,
cash flow from operating activities increased by
75.8 million EUR. This was due to a favorable evolution
of operating performance, the positive evolution of
terminal dues (resulting from to a positive contribution
of 32.3 million EUR in 2012 compared to a negative
contribution of 26.3 million EUR in 2011, including
the payment of previously delayed terminal dues by
postal operators) and the positive development of
social debt and tax payable in respect of previous years,
partially offset by higher tax pre-payments (an increase
of 12.3 million EUR) and a cash outflow in employee
benefits mainly driven by the buy-out of sick days of
statutory employees.
Proceeds from sale of property, plant and equipment
decreased by 1.1 million EUR to 10.9 million EUR (2011:
12 million EUR). During 2012, the Company continued
to sell properties which are no longer used for its
operations.
Acquisitions of property, plant and equipment
decreased to 57.0 million EUR (2011: 66.8 million EUR).
Acquisition of intangible assets amounted to
27.2 million EUR (2011: 11.4 million EUR).
The acquisition of subsidiaries, net of cash acquired
includes in 2012 the payment for the acquisition
of 20% of MSI, 51% of Landmark and the remaining
24.91% of Secumail.
Normalized operating free cash flow, which includes
net cash from operating activities excluding the
European Commission fine of 300.8 million EUR
minus net cash used in investing activities, increased
226.2 million EUR)
Financing activities used 412.5 million EUR of cash
in the year ended December 31, 2012, compared to
230.7 million EUR in the year ended December 31,
2011. The use of cash comprised the payment of
dividends of 170.4 million EUR and a capital and legal
reserve reduction of 248.0 million EUR.
Net cash as reported in note 6.5 and including cash and
cash equivalent, investment securities reduced by the
amount of interest bearing loans and borrowing and
by non-interest bearing loans and borrowing decreased
1,039.9 million EUR). The net cash decrease is mainly
explained by the payment of the fine related to the
decision of the European Commission (-300.8 million
EUR), the capital and legal reserve reductions paid out
to shareholders (-248 million EUR) and the interim
dividend payment (-170 million EUR). Together, these
elements represent a cash-outflow of 718.8 million
EUR which was only partially compensated by the
normalized free cash flow) of 284 million EUR (2011:
226.2 million EUR).
17
18
the
postal environment
As in most of the European Union, the postal market
was fully opened up to competition in Belgium, on
the 1st of January 2011. The mail market is undergoing
significant changes, with increasing competition from
other forms of communication.
for Belgium for a term of eight years commencing in
2011. bpost is accordingly responsible for collecting
and delivering letters and parcels five days per week
throughout the whole territory until 31 December
2018.
The legislative framework
Provision of public services
In Belgium the law of 13 December 2010 transposes
the EU directives on the liberalization of the postal
market1. It lays down the conditions postal operators
must fulfill to operate an addressed mail service on the
Belgian territory, among other things on the social and
operational aspects (geographical coverage, delivery
regularity). Other provisions are also covered, such as
those concerning the freedom bpost has to adjust its
prices.
The relationship between the Belgian State and bpost
is regulated in a Management Contract, which sets
down how bpost is to fulfill its tasks for the provision
of the public services entrusted to it, as well as the
payment it receives from the Belgian State for doing
so. Every year bpost receives financial compensation
for providing all these services, such as the doorstep
payment of pensions and allowances to people with a
disability, and the delivery of newspapers, magazines
and printed election matter.
The universal service in
Belgium
In accordance with the EU directives, the Belgian State
designated bpost as the universal service provider
1 The liberalization of the postal market is the result of a gradual process
following the implementation of three EU directives adopted in 1997,
2002 and 2008 respectively. The third postal directive (Directive 2008/6 of
the European Parliament and the Council, adopted on 20 February 2008)
established the framework for the full opening of the market.
Since 1 January 2011
bpost has operated
in fully liberalized
markets.
A new Management Contract is expected to enter into
force in the Spring of 2013.
Competition in Belgium
Since 1 January 2011 bpost has operated in fully
liberalized markets. Several competitors are active
in mail segments of parcels, unaddressed mail,
international mail and express mail. There is still no
the postal environment
direct competition in the Belgian market in “traditional”
mail, i.e. addressed mail. Direct competition means an
alternative mail delivery network.
Mail’s current competitors are to be found in other
media. The letter used as a means of personalized
communication or advertising has to deal with
other media, such as radio, press (free and paid) and
electronic forms of communication. Compared with
the innumerable advertising messages everyone is
bombarded with on a daily basis, the advantages of
personally addressed letters (direct mail) include the
limited number of messages per letterbox and the daily
routine of Belgian households: they always empty their
letterbox and read their mail.
So-called “administrative” mail, like invoices or
certificates, is challenged by document digitalization.
Some organizations that issue a lot of invoices
started utilizing electronic invoicing in 2009, many of
them have had to revert to paper invoices following
complaints from their customers. That being said, there
is a slow but sure move towards electronic invoicing.
However, bpost has experienced direct competition in
other domains for many years:
Unaddressed direct mail (door-to-door mail items)
has always been subject to competition.
The parcels market was liberalized at the end of the
1990s and is today highly competitive following the
rapid expansion of e-commerce.
The market for banking and insurance products is
highly competitive, characterized by the presence
of a large number of national and international
parties.
•
•
•
Mail volumes in Belgium
The fall in mail volumes has been moderate in Belgium
in recent years, declining by 0.5% in 2010 and 2.0%
in 2011, which is lower and more stable than that
experienced in other European countries. Last year, mail
volumes decreased by 3.5% in Belgium.
19
20
We want to maintain
our march towards
growth, excellence,
customer loyalty,
full employee
engagement and social
responsibility
objectives
growth
and excellence
21
22
• Defending our core letters and parcels businesses by
offering good value for money and modern solutions
that take advantage of the unique assets of our sales
and delivery network.
• Strengthening our position in parcels delivery to both
residential and business customers.
• Offering integrated added-value solutions that
capitalize on the complementary nature of mail,
electronic communication, parcels delivery and payment
services.
• Going beyond the post box to offer our services on our
customers’ doorstep.
• Protecting and enhancing our profitability by
constantly improving our productivity and cost control.
• Winning the loyalty of our customers on the basis
of our operational excellence with the support of
enthusiastic, committed employees.
• Achieving the right balance between economic
continuity and the expectations Belgian society has of
a public enterprise.
objectives
bpost is now a modern, efficient
company that is ready to face
the challenge of adapting to a
constantly evolving environment.
This is the result of a decade
characterized by many changes,
which has enabled us to assure our
financial wellbeing; adapt to the
expectations of our customers;
propose alternative, competitive
solutions to electronic means of
communications; and pass the
important milestone of the total
liberalization of the postal market.
The future is now in our own
hands. We have to maintain
our march towards growth,
excellence, customer loyalty, full
employee engagement and social
responsibility by leveraging our
experience over this past decade.
growth
We can grow first and foremost by defending our
basic products, that is letters and parcels, and our
banking & insurance services.
While mail volumes – such as traditional letters –
are under pressure, there is nevertheless room for
growth in some postal segments. bpost has developed
innovative strategies to demonstrate and defend the
strengths of paper as a means of communication.
Likewise, through our bpack offering, launched in 2011,
we are able to play a major role on the Belgian parcels
shipment and delivery market.
Internationally, the growing success of e-commerce
offers prospects for growth and we are capitalizing
on these with our presence in European, Asian and
North American markets. We have acquired and taken
shareholdings in companies that handle mail and
parcels.
Growth also depends on how well we use new
technologies in our core businesses to develop
23
24
innovative, attractive and competitive solutions
in line with our customers’ needs, combining four
fundamental elements: mail, electronic messages,
parcels and payment processing. The management
of the whole process for delivering vehicle license
plates and of the administrative fines for the City of
Anderlecht are two examples hereof.
Lastly, growth tomorrow will depend on how
well we capitalize on our main competitive
advantages – our knowledge of the territory we
serve and the density of our network, our proximity
and our relationship of trust with customers. Every
day, bpost employees travel the length and breadth
of Belgium, passing every letterbox in the country.
We want to offer new services that cover the last
few yards separating our customers’ letterbox from
their front door. In this respect, our ongoing “bpost
by appointment” pilot assumes a strategic importance
that may contribute to mitigating the fall in mail
volumes.
We want to offer new
services that cover the last
few yards separating our
customers’ letterbox from
their front door.
excellence
Every day we target operational excellence. That
entails using innovation and new technologies, revising
our working methods and routines, permanently
improving the quality of services provided to our
customers and controlling costs.
For example, the introduction of state-of-the-art
technologies at our sorting centers has helped cut
costs while offering services of even higher quality,
be that delivery terms or tracking options. We will
continue to automate and centralize our mail activities.
The Vision 2020 strategic project currently being
deployed is expected to help our organization protect
our ability to adapt as efficiently as possible to future
volume evolutions and reduce costs by generating
economies of scale in terms of infrastructure, without
any adverse impact on service quality.
objectives
loyalty
engagement
It is no longer enough to have satisfied customers.
We want to take it to the next level and earn our
customers’ loyalty. In concrete terms, that means
fulfilling their demands or expectations and ensuring
that they use our services again and recommend them
to others.
bpost is now one of the leading postal operators in
Europe. This is the result of many years of change and
the efforts of all employees.
We continuously evaluate the satisfaction and loyalty
of our customers based on their perceptions and
experience through our Customer First program known
as “My Client, Our Future” in internal communications.
This plays a central role in identifying and guiding all
actions needed to earn their loyalty.
enthusiasm and engagement of each employee.
In order to drive up loyalty in 2012, it has proven
crucial to work throughout the company, making
especially sure we deliver exactly what we promise. We
also seek the customers’ loyalty through innovative
solutions with strong added value that better meet
the needs and expectations of customers, offering high
quality at a competitive price, through the deployment
of a multichannel sales network close to our customers
and by improving accessibility to our basic postal
products and services.
In 2012 Customer First targeted three priority areas.
First, getting the fundamentals right, such as delivering
mail on time to the right address, responding to
customer complaints earlier and in a more professional
way and improving our products. Second, showing
our customers that we care, especially in our firstline contacts, because our employees really make the
difference there. Third, ensuring that all employees
put our customer-oriented approach into practice. In
2012 communication campaigns were rolled out to
raise awareness on the importance of customer loyalty
and the fact that every employee has a role to play. As
a result, we exceeded our target, achieving a loyalty
score of 73.5. Our goal is to drive up our customer
loyalty score even further in the future.
In 2013 we want to retain our focus on customer
loyalty and consolidate the improvements we have
achieved.
More than ever, the future of bpost depends on the
satisfaction and loyalty of our customers. This loyalty
is primarily based on the natural, spontaneous
From this perspective, we have set up the bpeople
project. It focuses on the conditions that need to be
fulfilled to promote the wellbeing and engagement of
all employees at the company. It is expected to help us
establish customer loyalty based on what we do and
how we act.
social responsibility
At bpost, we work on a daily basis to safeguard our
social mission, promote equal opportunities and the
wellbeing of our employees and contribute to better
environmental performance. Social responsibility is
an integral part of the company strategy, both in our
procedures and our corporate culture.
Our roots in Belgian society naturally lead us to work
to ensure that bpost is viewed by all stakeholders
(customers, shareholders, public authorities, employees)
as a fully committed company.
25
26
We offer to
residential and
business customers
a wide range of
innovative and
added-value
solutions
mail & retail solutions
tailored
solutions
27
28
The bpost Business and Residential market and mass channels departments were merged at the
start of 2013.
Mail & Retail Solutions (MRS) now manages all commercial relations with large customers, both
private and public (focusing on specific and often complicated solutions), the self-employed and
small businesses.
It provides marketing and administrative communication solutions, as well as integrated
solutions. The aim of these various approaches is to defend the letter and the strengths of paper
as a modern, ecological, profitable means of communication that complements digital and other
forms of communication.
MRS also serves residential customers through the management and development of “mass
channels” (post offices, PostPoints, eShop, stamp shops, Contact Center, social media). Banking
and insurance solutions, offered on behalf of bpost bank, as well as other partner products,
complement the postal offering through these channels.
Administrative
communication
We develop and market paper-based and digital
administrative and financial communication solutions
and home services. We also offer flexible mail collection
and franking solutions with high added value.
In 2012 we implemented a more intensive
rationalization in the product range to increase
profitability at bpost. Within this context, we sold the
digital document exchange activities of our Certipost
subsidiary to Finnish group Basware, a global player
in digital invoicing. However, Certipost’s document
security, digital certification and electronic identity
card (e-ID) activities remain the property of bpost. We
believe these activities are part of the integrated bpost
solutions that are important for our future.
RelatioMail, launched in 2011, aims to help our
customers turn their large volumes of administrative
and financial mail into an added-value communication
channel and possibly even a marketing channel. Such
organizations as temporary employment agencies,
social secretariats and insurance companies are
increasingly interested in using this transactional
channel to communicate with their customers. Twelve
RelatioMail pilots were launched in 2012 together
with banks, financial institutions, public utilities and
telecoms companies.
Marketing communication
bpost markets responses to our customers’ commercial
communication needs. We market such communication
and direct marketing products as addressed advertising
mail, door-to-door drops and opt-in addresses. We also
deliver newspapers and magazines.
growth…
… by defending our core mail business in
the fields of business communication and
administrative communication
… with integrated, innovative solutions
… in banking and insurance with simple,
trustworthy, accessible products and services
2012 was characterized by the continued optimization
of how we market our direct mail solutions. The DM
Boost approach allows us to emphasize the strengths
of our direct mail offering as a response to the sales
challenges of our customers. It can for example
materialize in an optimization of the media mix, the
definition of an innovative promotional offering or the
identification of new consumers.
Distripost customers have also benefited from
solutions that better meet their door-to-door
media needs. Customers can access an on-line tool
to schedule their door-to-door campaigns in a simple
and effective way. In 2012, new functionality was
added (choice of products, possibility of home pickup, on-line payment). The success of the tool, which is
available 24/7, has grown year on year. In 2012 it was
used to schedule more than 95% of one-shot national
campaigns.
bpost has developed a solution that permits a brand to
sponsor free advertising postcards that consumers can
send to each other. This solution is an updated version
of the MaxiResponse product. It offers advertisers
improved visibility based on communication between
private individuals.
Under the new strategic vision for mail delivery (Vision
2020), we have launched pilots of a completely new
concept among residential customers and advertisers:
byou. The concept entails collecting all mail in an open
bundle printed with information likely to interest the
customer (such as local news and adverts). We are
running these pilots to check whether bundling mail
facilitates the work of mail delivery and sorting staff
and to see whether customers appreciate this new
delivery mode. The product could generate additional
revenue through the sale of communication space on
the bundle.
For newspaper publishers 2012 was characterized
by the continued optimization of operational,
administrative and financial processes. We invested in
two addressing machines for magazines published by
non-profit organizations. This has enabled us to further
improve the speed and reliability of delivery and so the
satisfaction of these publishers and their subscribers,
while optimizing bpost’s delivery costs.
Integrated solutions
bpost markets integrated solutions whereby we
manage end-to-end complex processes on behalf
of our customers, from order to delivery by way of
document printing, payment processing or contacts
29
30
Banking services
loyalty…
… by developing a diversified delivery retail
network that can be accessed locally and is
tailored to the lifestyle of our customers
… by constantly improving our call center
with suppliers. We position ourselves in key markets,
generating new opportunities and added value for our
customers.
Examples include producing and issuing books of
certificates for health care providers on behalf of RIZIV/
INAMI, processing traffic fines for the federal police,
managing the production and delivery of new EU
vehicle license plates and, since 2012, the automation
and follow up of administrative parking fines for the
City of Anderlecht.
As part of our efforts to offer more integrated
solutions, we are developing the concept of “homebased customer service”. The aim is to provide large
customers with services that complement their own
customer channels, such as call centers, shops and
the web. Our knowledge and daily presence on the
ground, all the way to the front door of citizens and
consumers, are key differentiating factors in this regard.
The first pilots were launched in 2012.
Banking is an integral part of our business and a
segment that is steadily growing.
In 2012 Bank van de Post / Banque de La Poste changed
its name to bpost bank / bpost banque, marking
its transformation into a modern bank after substantial
efforts and investments since 2009, particularly in
the retail network and IT. These include Bankstation, a
system that enables us to manage and commercialize
banking products in a more efficient way.
bpost bank is accessible through the extended post
office network, as well as on the web, with a successful
on-line banking applications around. True to its values,
bpost bank positions itself as a simple, secure and
accessible bank. 92% of its customers say they are
satisfied or very satisfied with the services offered and
provided.
In February 2012 we launched bpaid, a prepaid payment
card using the MasterCard network in Belgium and
abroad. It immediately caught on, with some 100,000
cards issued by year’s end. The card is ideal for the large
number of people in Belgium who do not have a credit
card, want to strictly control their finances or minimize
the risks of shopping on-line.
Solutions for residential
customers
bpost also offers many innovative products through
digital and mobile channels. The Do My Move service
(mail forwarding when changing address) has been a
The document management of
administrative parking fines for
the City of Anderlecht is a good
example of bpost’s integrated
solutions know-how. In 2012 bpost
formed a partnership with an IT
systems development specialist
for data integration and sharing
between the city and bpost. This
system completely automates the
administrative fines process, from
input of the offender’s license
plate in the city’s database until
the verification that fines have
been paid. Printing and delivery
of parking tickets, as well as
management of appeals are also
integrated in bpost’s offering. The
solution could be replicated in
other cities.
big success, as has the new version of MyStamp – a
personalized self-adhesive stamp available through the
internet.
Mobile Postcard, an application for creating and
sending personalized postcards from a smartphone or
tablet, is winning over more and more users.
As well as postal and financial transactions, post offices
also offer customers partner products. Our wish is
to concentrate on a selection of major partners who
create value.
Through our partner Western Union we were the first
in Belgium to launch the new direct2bank service,
which enables customers to deposit cash onto a bank
account.
Postmobile, the mobile phone card we offer in
partnership with Belgacom and its Proximus mobile
network is a good example of bpost product
diversification in all our sales channels.
Sales network
bpost has a diversified points of sale network that is
close to our customers and tailored to their life habits,
daily commuting and schedules. This strong network
consists of 670 post offices, 670 PostPoints and 4,100
stamp shops. It also addresses the Belgian State’s
requirement that there be a guaranteed local network
accessible to all inhabitants of Belgium. The network
scope and scale are laid down in the Management
Contract signed between bpost and the Belgian State.
In 2012 we continued to invest in post offices as
part of our strategy to modernize the network
while improving convenience and security. These
improvements include the gradual introduction of open
counters equipped with a secure management system
and the fitting out of specially designed, user-friendly
spaces where customers can meet with an adviser to
talk about banking products.
The new post offices are also equipped with selfservice areas, accessible outside business hours, where
customers can serve themselves without having to go
to the counter, which also helps our efforts to reduce
waiting times at our post offices.
The deployment of PostPoints has also greatly
contributed to improving the accessibility of basic
postal products. Between 2006 and 2012, opening
hours across the post office and PostPoint network
rose by 38%.
While stocking only a limited range of postal products
(essentially domestic stamps), stamp shops contribute
to the success of the multi-channel strategy developed
by bpost.
bpost’s on-line store, eShop, has become a key channel
for the purchase of stamps and other postal products
over the past few years. eShop attracted 12% more
visits in 2012 than in 2011.
bpost’s one-stop call center (022 012345) is also an
integral part of our customer contact network. It
is staffed by almost 400 agents, each with specific
knowledge of selected bpost products and services,
who fielded a little over two million calls in 2012.
In June 2011 bpost signed the Customer Charter,
an initiative of consumer organization Test-Achats
and the Minister for Enterprise and Simplification.
In subscribing to the Customer Charter, bpost commits
itself to undertake every sensible step to improve how
customer questions and complaints are handled. Since
January 2012 customers can evaluate Contact Center
performance based on selected key figures.
31
32
IN MILLION EUR
Transactional Mail
Advertising Mail
Press
Parcels
International Mail
Other
Total MRS
2012
comparable
2011
2011
2010
Evolution
2012-2011
982.7
287.3
406.4
33.8
95.8
1.7
217.3
27.1
967.2
309.1
399.7
32.9
94.4
1.8
200.6
27.6
963.7
290.7
396.0
130.6
102.7
19.8
200.6
21.3
951.8
302.9
387.6
113.6
84.6
22.5
200.9
31.2
1.6%
-7.1%
1.7%
2.7%
1.5%
-4.6%
8.3%
-1.9%
2,052.0
2,033.2
2,125.5
2,095.1
0.9%
Mail & Retail Solutions
Revenues
The operating income of the Mail & Retail Solutions
business unit slightly increased from 2,033.2 million EUR
in 2011 to 2,052.0 million EUR in 2012 (0.9%).
Transactional Mail includes the Daily, Registered, Social
Outbound and Administrative Mail product families.
The increase in price and the improvement of the
product mix contributed to an overall increase of
5.0% compensating the volume decline of 3.3%. The
Administrative Mail volumes increased by 5.2%, out of
which 3.8% concerns substitution from other portfolios,
whereas Daily, Registered and Social Outbound volumes
continued their decline -6.6% (out of which 1.2% due to
substitution by clients in favor of Administrative Mail).
The volume decline for Daily, Registered and Social
Outbound is mainly observed within the mass market
channels (-8.7%).
Advertising Mail includes both the Addressed Direct
Mail and the Unaddressed Mail product families.
Volumes declined by 5.8% due on the one hand to
the soft economic environment impacting Addressed
Direct Mail and on the other hand due to the loss of a
major, but low margin, client within Unaddressed Mail,
partially compensated by the fact that elections were
held in 2012 which generated political advertising mail.
Pricing and mix decreased by 1.3% due to the new tariff
bpost’s on-line store, eShop,
has become a key channel for
the purchase of stamps and
other postal products over
the past few years.
33
structure imposed by the ruling of the postal regulator
IBPT-BIPT in 2011 and the impact of a promotional
action for certain Addressed Direct Mail lines of
products, partially offset by the price increase and a
better customer mix for Unaddressed Mail.
Press includes the distribution of newspapers and
periodicals. Price and mix delivered a net increase in
sales of 2.7%, whilst volumes slightly decreased by
1.0%.
Parcels revenues include the parcels sold throughout
the mass market channels. Pricing and mix delivered
an increase in sales of 4.7%, whilst volumes slightly
declined by 2.0%.
Value Added Services include bpost’s document
management or data activities, other value added
services such as the pick-up of mail from the clients’
premises and the franking of the mail items as well as
the mail forwarding and temporary mail conservation
services. The slight increase is mainly due to an
improvement in price and mix by 3.3%.
IN MILLION EUR
Transactional Mail
Advertising Mail
Press
Parcels
International Mail
Other
Total BIZ
Transactional Mail
Advertising Mail
Press
Parcels
International Mail
Other
Total RSS
Total MRS
excellence…
… by reducing waiting times in our post
offices
… with a more efficient IT system for bpost
bank products
Banking & Financial Products grew by 8.3%. The key
drivers are higher commissions received for the sale of
banking and insurance products, higher revenues for
the cashier activities provided to large customers and
increased income for other financial products (among
which the launch of the prepaid cards).
Since January 1, 2013 BIZ and RSS have been merged
into MRS. The table below presents the reconciliation
between the old and new structure:
2012
comparable
2011
2011
2010
732.1
287.3
406.4
0.0
80.0
1.7
50.5
(5.5)
709.1
309.1
399.7
0.1
80.8
1.8
40.3
(5.8)
704.2
290.7
396.0
97.8
89.2
19.8
40.3
(12.2)
686.3
302.9
387.6
81.5
72.2
22.5
44.7
(5.3)
1,552.5
1,535.0
1,626.0
1,592.4
250.7
0.0
0.0
33.8
15.8
0.0
166.8
32.6
258.1
0.0
0.0
32.7
13.6
0.0
160.3
33.4
259.5
0.0
0.0
32.8
13.5
0.0
160.3
33.5
265.5
0.0
0.0
32.0
12.4
0.0
156.2
36.5
499.6
498.2
499.5
502.7
2,052.0
2,033.2
2,125.5
2,095.1
34
parcels & international
innovation
in our services
35
We will do our
utmost to explore
new opportunities
with growth
potential
36
Parcels & International is specialized in parcel sales, marketing, handling and dispatch in Belgium
and abroad.
Through bpost international it also manages activities related to international mail, such as parcels,
administrative mail and addressed direct mail.
Parcels
e-commerce is experiencing strong growth at home
and abroad. Almost half the Belgian population shops
on-line. In 2012 they spent 25% more shopping online
than in 2011.
bpost intends to take full advantage of all the
opportunities offered by the strong expansion of
e-commerce. In 2011 we launched a full parcels and
express offering under the bpack brand. The aim is to
meet the complex needs of our customers who wish to
prioritize service quality for their own customers.
Besides normal delivery within 24 hours, bpost also
markets special solutions, such as personalized express
delivery, and activities ranging from storage to
shipment and return management.
Innovative tools have been developed to complement
this range, such as Shipping Manager, which is available
to both on-line vendors and end customers. The former
has access through an administration interface that
supports all parcel preparation activities (visibility of
open orders, printing of labels) as well as individual
tracking after shipment. End customers can use
Shipping Manager to manage all aspects related to
delivery and other practicalities, such as the choice of
delivery method. With bpack consumers have access to
a range of delivery options. Parcels can be delivered to
their home, their nearest post office or PostPoint, an
alternative address such as their place of work or one
of the bpack 24/7 parcels stations, which, as the name
suggests, are open all hours.
An innovative solution has also been developed
specially for on-line vendors in the United States and
growth…
… on the parcels market, not least through
bpack, express solutions and the development
of such innovative solutions as “bpost by
appointment”
… on the international markets
Asia that target the European market. Globify allows
European consumers to see the full cost of the product
they wish to buy on-line upfront, including all extra
charges (shipping, VAT, import and customs duty) and
to pay for all of them in a single transaction. Service
reliability and efficiency are essential for both on-line
buyers and vendors.
This full range of parcels services also enables bpost
to strengthen its presence in the B2B (business to
business) parcels segment.
International
bpost international’s key strengths are good value for
money and a customer-focused approach, based on
innovative, added-value solutions. bpost international
has been able to take advantage of the opportunities
generated by market developments in recent years,
bpost international
has been able to take
advantage of the
opportunities generated
by market developments
in recent years, such as the
emergence of e-commerce.
bpost by
appointment
“bpost by appointment” is
a pilot specially designed
for customers that want
to have their groceries and
parcels delivered to their
home at the time of their
choosing. We have developed
an open platform that allows
consumers to arrange for
the home delivery of their
groceries and parcels ordered
from local retailers, service
providers, supermarkets
and on-line vendors. When
taking delivery customers
can also hand over goods
(returns, empties, ironing and
so on). The initial pilots were
launched in Geraardsbergen,
Sint-Niklaas and Turnhout in
spring 2012. The eastern part
of the province of Walloon
Brabant was included in
November 2012 and the
pilots will continue in 2013.
37
38
excellence…
… through ISO 9001, 14001 and the IPC
Certificate of Excellence
such as the emergence of e-commerce, further proof
of its status as a modern postal operator. bpost
international has an extensive delivery network and
cooperation agreements with foreign operators to
ensure that it is always able to provide its services.
bpost international is committed to continuing its
pursuit of growth in Europe, Asia and North America.
bpost international’s presence on the second and third
markets is bolstered by a subsidiary in the United
States (MSI) and branches in Hong Kong, China and
Singapore. In early 2013 bpost acquired a majority
shareholding in US parcel transporter Landmark Global.
We now have a beefed up logistical network and a
customer portfolio for parcel shipment solutions to and
from North America.
In summer 2012 bpost boosted its presence in the
United Kingdom, opening a branch that will operate
completely independently under the bpost UK name.
In recent years bpost international has been awarded
a host of certificates. They are important because
they give our customers an objective indication of
our efficiency and provide proof of the quality of our
services. They also show that we have competent,
motivated employees in whom we invest. For
example, bpost international has been awarded the
IPC Certificate of Excellence three times in succession
(certificate validity is three years). It is also ISO 9001
certified, while the Brucargo sorting center has been
awarded ISO 14001 certification.
39
Parcels & International
Revenues
Parcels grew by 8.3% mainly due to increased volumes
for Parcels International and an improved price and mix
impact for Parcels.
Since 1 October 2011 the Parcels & International
business unit includes the contribution of bpost Asia.
Excluding the contribution of bpost Asia, sales grew by
6.6%.
Parcels include the parcels sold outside of the MRS
market channels and the specialty logistics activities
for business customers. Despite the decline in sales
of new cars, which impacts the volumes of European
compliant license plates (=ELP) distributed, sales for
IN MILLION EUR
Advertising Mail
Parcels
International Mail
Other
Total Parcels & International
At comparable scope (without the incorporation of
bpost Asia) the International Mail portfolio increased
by 14.0 million EUR. This increase is mainly due to the
increase in price and better mix for transit mail (7.3
million EUR) and the increased sales, driven by volumes
from new clients, for MSI Worldwide Mail (6.3 million
EUR in total, of which 2.8 million EUR is due to a more
favorable exchange rate).
2012
comparable
2011
2011
2010
Evolution
2012-2011
0.0
131.3
219.4
-8.1
0.0
121.2
202.1
-5.0
18.4
27.7
178.1
1.9
16.0
7.3
176.9
3.9
8.3%
8.5%
62.3%
342.6
318.3
226.0
204.0
7.6%
loyalty…
… through our parcel home delivery options
40
mail service operations
performance
and quality
We work every
day at improving
our operational
performance and at
winning the enduring
loyalty of our
customers
41
42
Mail Service Operations is the operating entity responsible for collection, sorting, transport and
delivery of letters, press, unaddressed mail and parcels.
bpost is now a leading postal operator. That is the
result of many years of change and efforts in every
echelon of the company. We intend to continue along
this path and improve our operational performance
further, maintain and improve our profitability, and win
the enduring loyalty of our customers.
Constantly improving our
performance in our core
business
The Georoute information system is at the heart of
the daily management of the mail delivered by our
staff. First introduced in 2003, Georoute enables us to
determine the daily workload of all delivery staff, based
on measured mail volumes, and how long they need
to complete their work. This information enables us
to constantly optimize delivery rounds. As a result, we
can ensure an optimal cost structure for our delivery
activities at all times.
In recent years we have introduced new technologies
in our core business, especially in our sorting
infrastructure. These have helped cut costs through
increased automation as well as improving overall
quality. In 2012, 94% of mail was delivered within the
agreed delivery term, an increase of 9% on the period
2003-2012.
We launched a new parcels drop and delivery channel
– bpack 24/7 – to improve our service and customer
satisfaction. Pilots were conducted in 2012 and
additional parcel stations are expected to be opened
in the course of 2013. The parcel station rollout is
expected to continue over the coming years to achieve
an optimal national coverage.
The Mobile Device project was also piloted in 2012.
The purpose of this project is to renew our stock of
mobile terminals and equip our mail delivery staff with
a mobile device with which to scan bar coded items
and have recipients sign on screen for confirmation of
delivery. This device creates a unique platform for new
growth…
… in our core businesses by constantly
optimizing our sorting and delivery costs
… by launching a new delivery option for
parcels: bpack 24/7
… by implementing the Vision 2020 program to
support future cost optimizations
mail service operations
excellence…
… through new tools, such as Mobile Devices
… by modernizing the delivery of magazines
… by speeding up the return of undelivered mail
innovations and can provide technological support for
new products, services and integrated solutions. Given
the convincing results of the pilots, we have decided to
gradually equip all rounds starting in 2013.
Two new machines have been installed in Antwerp and
Liège for the preparation and distribution of magazines.
They enable automation and centralization of address
printing for these magazines to achieve economies
of scale. They will allow us to maintain our high level
of quality in magazine delivery while controlling the
associated costs.
An automation project was implemented to accelerate
the return of undelivered mail and parcels. New ways
to improve automation in 2013 are currently being
examined.
Lastly, under the Vision 2020 strategic plan, efforts
have been invested to centralize and automate all
the preparatory mail delivery tasks and will continue
in 2013 with the gradual extension of four current
sorting centers (Antwerp X, Ghent X, Charleroi X and
Liège X). An agreement in principle has been reached
with the government of the Brussels-Capital Region
on the location of the new Brussels sorting center. The
deployment of this plan will help ensure that we are
able to continue to optimize our cost structure on a
postal market undergoing huge change.
Earning the loyalty of our
customers
Our customers expect us to make unambiguous
promises and to fulfill them at every level. Every day,
they expect us to “say what we are doing and do what
we say” in the delivery of letters, parcels and registered
mail as well as contacts with our employees and
representatives.
All operational employees have been made aware of the
impact they have on the loyalty of our customers on a
daily basis. Concrete actions have been taken in these
three priority areas.
First, getting the fundamentals right. That means, for
example, delivering mail to the right address and on
time with special attention for parcels and registered
mail, responding faster and in a more professional way
to customer complaints, and improving such products
as proxies for registered mail and the Do My Move mail
forwarding service.
Second, cherishing our customers, chiefly in their
contacts with bpost, among other things through
improvements implemented in the receipt of large mail
volumes (Masspost).
Third, ensuring all members of staff adopt a customeroriented approach. Communication campaigns
were conducted in 2012 to raise awareness of the
importance of customer loyalty and the fact that every
employee has a role to play.
loyalty…
… thanks to our employees, who are committed
to making the difference for our customers
43
44
sustainable development
social
responsibility
45
We work on a daily basis
to safeguard our social
mission, promote equal
opportunities and the
wellbeing of our employees
and contribute to better
environment performance.
46
Scope of the report and application of the Global Reporting
Initiative
The Corporate Social Responsibility report has been written with due consideration for the guidelines of the
Global Reporting Initiative (GRI). For the second year in succession, this report is self-declared at grade level B.
Over the years bpost has developed a program focused
on four strategic priorities directly linked to the
activities: Proximity, Personnel, Planet and Paper.
The themes developed in this section have been
identified on the basis of an analysis of what is most
important to bpost and the responsibilities we as a
company must assume to reduce our impacts. This
was done in-house and then presented to external
stakeholders (such as WWF Belgium) for discussion. This
enabled us to highlight the themes we prioritized in
2012.
social responsibility at bpost
Presentation of the themes
Proximity
Planet
One of bpost’s main assets is a daily presence
throughout the territory of Belgium. This presence
expresses itself in the maintenance of an accessible
points of sale network and the fact that our delivery
staff visit every letterbox in the country every weekday.
bpost is the only postal operator in Belgium to offer
such proximity. We care deeply about maintaining this
and we work on it every single day.
By the very nature of what we do, we have a certain
impact on the environment, be that in terms of carbon
emissions or energy consumption. The implementation
of programs to systematically reduce carbon emissions
is essential if we are to guarantee our customers and
stakeholders that every letter and parcel entrusted
to our care is handled with a minimal impact on the
environment.
Personnel
Paper
The change programs introduced within our company
in recent years have required considerable flexibility
and engagement from each and every employee. They
were successful because our employees were given the
right support tools. Change will continue to be part of
our daily lives. As will support for our employees and
the desire to promote their engagement and wellbeing.
We intend to show that paper is a carrier of
information that respects the environment, provided it
is used in a responsible way.
47
48
As well as the four Ps, various other aspects are an
integral part of CSR. They are linked to operating and
financial results, corporate governance and customer
satisfaction, and are handled elsewhere in this annual
report. All the actions that we take in these fields are
summarized in the table at the end of this publication.
Main achievements in 2012
An extensive survey of all staff was held within the
framework of the bpeople project to determine
their level of wellbeing and engagement. The results
were used as input to identify and shape the priority
campaigns needed to maintain good working
conditions.
Carbon emissions were cut (by 32% compared with
2007), energy consumption was reduced (by 15%
compared with 2005) and waste management was
improved (7.5% less waste than in 2009).
When it comes to environmental management, bpost
ranks second in the International Post Corporation
table (IPC EMMS Scorecard) on the basis of our
achievements in 2011.
A Market Probe survey of over 1000 residential and
business customers in October 2012 led to the
introduction of the ‘Green Barometer’. It appears that
bpost’s environmental reputation is improving and that
major efforts must be agreed to support the image of
paper as a sustainable means of communication.
CEO Johnny Thijs signed the United Nations Global
Compact (UNGC), committing bpost to ten principles
in the fields of human rights, labor, environment and
anti-corruption. In doing so, bpost expresses its desire
to embed these principles in the company and its
sphere of influence.
Main challenges in the future
The challenge we face is recognizing that the reduction
in mail volumes, the increase in energy costs and
the problems connected with personal mobility are
all opportunities. They drive bpost to become more
efficient (Vision 2020 project) and more creative in
the development of innovative solutions (“bpost by
appointment” project).
As shown by the Green Barometer, bpost must
contribute to changing perceptions about paper, which
is the main raw material of our business. With that
in mind, bpost has formed partnerships with WWF
Belgium, the FSC and other leading organizations in
the paper industry. We have developed a range of
communication tools and campaigns for customers and
suppliers, which also have the aim of offsetting the
use of greenwashing to the advantage of information
technologies.
CEO
CSR Coordination Committee
•
•
•
Green Post
steering group
•
•
•
•
•
Environment
Electricity
Fuel
Carbon emissions
Supplier commitment
Coordination and reporting
Internal and external communication
Interface with CEO
Green Marketing
steering group
•
•
•
WWF Belgium partnership
Green services and
products
Paper
People
steering group
•
•
•
•
Diversity
Motivation
Corporate culture
Prevention
CSR organization
bpost’s CSR governance structure is integrated in the
existing organization. It comprises a coordination
committee, which reports directly to the CEO,
overseeing three tasks forces that implement the
various projects on the ground. The CFO is actively
involved in decision making in the Green Post steering
group.
Who they are
Shareholders
- Belgian State
- SFPI/FPIM
- CVC Capital Partners
Customers
- Large accounts and corporate
customers
- SME, the self-employed and liberal
professions
- Residential customers
Employees
- Staff
- Social partners
Suppliers
Media
Public authorities
- Federal government and the minister in
charge (Minister of Public Enterprises)
- Federal parliament (Infrastructure,
Communications and Public Enterprises
Commission)
- Cities and municipalities
Partners
- NGOs and Associations: WWF Belgium,
FSC, Goodplanet and Business &
Society
- International Post Corporation (IPC)
- Carbon experts: Deloitte, Greenloop
and CO2logic
Relations with our
stakeholders
bpost is a company that is present everywhere and
every day. Our process of engagement occurs across all
business and with a range of stakeholder groups. The
process for identifying them and their issues is part of
the business-as-usual process that already exists across
the company, such as surveys, participation in relevant
forums, social dialogue, supplier contract review,
customer feedback. The main stakeholders we maintain
a dialogue with are listed in the table below.
How we respond to their concerns
- 11 board meetings in 2012
- Publication of an information magazine for all customers
- Establishment of a Green Barometer based on a survey of more than 1,000
customers
- Active presence on social networks (Facebook, Twitter) and website
- Annual employee wellbeing and engagement survey and development of action plans
- Staff communication and awareness campaigns on CSR themes
- Social dialogue:
• 11 Joint Committee meetings
• Organization of various meetings with the social partners during the
implementation of the change projects
- Study of the main suppliers to gain a better understanding of their vision and results
in terms of sustainability (Ecovadis methodology)
- Awareness raising among suppliers to get them to adopt a sustainable environmental
approach
- Circulation of 33 press releases and organization of 13 press conferences in 2012
- Regular contact with the government and local authorities to inform them about
the company’s projects and look for solutions to the problems they may have with
the services of bpost
- Renewal of the strategic partnership with WWF Belgium
- Campaign with Goodplanet to raise awareness in schools
- Participation in the IPC’s environmental program
- Investment in tools and projects to reduce carbon emissions together with Deloitte,
Greenloop and CO2logic
49
50
society
bpost’s foremost characteristic
is our daily presence throughout
the territory of Belgium. This is
expressed in the accessibility of
our products and services through
a network of more than 1,300
points of sale, among other things.
In addition, every one of the 589
municipalities in the Kingdom has
at least one post office offering
postal and other services to the
public.
Providing the universal
service
But our main mission is providing the universal service,
which is the collection and delivery of mail and parcels
five days a week throughout the territory. On a daily
basis, some 10,000 staff visit every street in Belgium to
deliver mail to some 4.7 million households.
In 2011 the Belgian State entrusted this responsibility
to bpost for a term of eight years. In the face of
growing competition, both physical and electronic, the
continuation of this mission depends on our ability to
maintain a healthy economic and financial structure.
Providing public services
bpost is entrusted with several key public service
missions that it provides to the Belgian population over
the whole territory. Every year bpost receives financial
compensation for the provision of all these services,
which includes the doorstep payment of pensions and
allowances to people with a disability, and the delivery
of newspapers, magazines and printed election matter.
Supporting literacy
bpost has been involved in the fight to eradicate adult
illiteracy in Belgium. This commitment is put into
practice by providing financial support to the bpost
Literacy Fund, which was established in 1997 and
managed by the King Baudouin Foundation. Since 2009
we have given the fund a new impetus by donating
part of the revenue from the sale of Christmas stamps.
In the past four years the Literacy Fund has received
over EUR 1,500,000, which has enabled it to support
new literacy projects run by various organizations.
Encouraging writing
‘Brieven Brigade /Les Pros de la Plume’ is a bpost
schools initiative launched in 2009 with the aim of
promoting writing and passion for stamps among
children aged between 2½ and 12 years old. Teachers
have access to a range of educational tools, which are
renewed every year and can be downloaded from the
bpost website for their lessons, depending on the age
group. For instance, students aged 11-12 can learn to
write creatively and find out all about the history of
the EU and the postcard.
Saint Nicolas
Every year in November and early December children
have a chance to write to Saint Nicolas. For six weeks,
bpost employees help the holy man in his work by
sending a gift to every child who contacts him. All
records were broken in 2012, with over 300,000 letters
addressed to Saint Nicolas. That is more than double
what was received in 2011.
Supporting voluntary
employee initiatives
Partnership with WWF
Belgium
In 2012 bpost organized ‘STAR4U’ for the third
consecutive year. First held in 2010, the aim of
STAR4U is to encourage employees who participate
as volunteers in civil society, cultural, social and
environmental projects in Belgium and elsewhere. The
initiative has been a clear success since its launch. Over
the three editions 521 applications have been received,
220 of which have been given financial support ranging
from EUR 500 to EUR 2000. In total funds have been
awarded to the tune of over EUR 200,000.
In 2009 bpost entered into a partnership with WWF
Belgium. The ambition was to draw on the experience
and know-how of this NGO in pursuit of bpost’s goals
in the Green Post project, and to raise environmental
awareness among both employees and customers. This
partnership was renewed in 2012.
Membership of Business &
Society
bpost joined Business & Society, a business network
that sets the benchmark for CSR in Belgium, in 2008.
Business & Society also provides support and tools
to businesses that wish to integrate CSR into their
management processes and operations.
In December 2012, children
have sent more than
300,000 letters to
Saint Nicolas.
51
52
our employees
bpost is now a leading postal operator, a fact we largely
owe to the efforts of our employees over the past ten
years.
In an economic context characterized by the reduction
in traditional mail volumes and change within the
company, the wellbeing and engagement of every
employee is key. With that in mind, as part of the
bpeople project we held a new survey among all
employees to gauge the situation in 2012.
Generally, the results reveal that employees appreciate
their work and have a proud bond with their employer.
The survey also reveals that there are increased levels
of stress across the organization.
We have taken these results seriously, identifying a
number of priorities for 2013 to ensure our employees
continue to benefit from good working conditions in
spite of the many ongoing change and modernization
projects. In setting these priorities the aim is to provide
stress support, set up a more participative dialogue,
drive change, manage teams and improve their
performance and social responsibility.
Supporting employees
bpost is a company in the midst of change. The jobs
in the company are changing all the time. The Job
Mobility Center is the department at bpost that forms
the link between the organization as it is now and
how it will be in the future, by providing support to
staff members that have to retrain after a round of
restructuring. The Job Mobility Center has three main
concerns: employability, support and coaching, and
temporary work management.
bpost gives its employees a wide array of opportunities
to grow and develop. We set great store by internal
mobility. Proof of that lies in the fact that 90% of
vacancies are filled by internal candidates.
The wellbeing of our employees also involves guidance
and support in terms of physical and mental health.
The Psychosocial Prevention service is responsible for
managing work-related stress. This comprises running
prevention campaigns, raising awareness among
managers, registering complaints, providing support
and even stress management courses. The Psychosocial
Prevention service also provides support in response
to traumatic events, such as physical and verbal
aggression, the death of a colleague and occupational
accidents, as well conflicts between members of staff
or complaints about unethical or sexual harassment.
Recognizing experience
bpost positions itself on the job market as an
organization that is also attractive to people with
few qualifications. We offer them a job, training
opportunities and the possibility of earning a diploma.
Diplomas are invaluable in a career. They increase
employment options and future prospects in the
company. With that in mind, in 2011 bpost launched
an initiative for employees without a higher secondary
education qualification. In association with the Centra
voor Volwassenonderwijs and the Centre de Promotion
Sociale, bpost offers these employees the chance to
follow a two to two-and-a-half-year course, mainly
based on distance learning, to enhance the skills and
knowledge acquired in their work, with the possibility
of earning a higher secondary education diploma.
employees started a training program in Antwerp,
Bruges, Brussels, Diest and Ghent. The first pilot phase
of the program in the French Community began in
the provinces of Hainaut and Liège in January 2013. It
will be extended to other parts of the country in the
course of the year.
bpost has its own employee training centre. In 2012
bpost Academy gave some 25,000 days of training.
Besides functional trainings, the employees had an
opportunity to follow courses in communication,
sales, languages and leadership. 2012 also saw the
development of a Summer Academy offering shorter
courses on innovative subjects (such as neurosciences,
dealing with other cultures, memory performance and
the art of managing your energy), the set up of a new
on-line training platform to add to the development
offering through this channel and the creation and
launch of a development path for all new post office
staff.
By the end of 2012, 853 employees had expressed
concrete interest in this initiative. In 2012 279
Formal training evolution (LA 10)
Number of hours
Number of hours/year/employee
2011
2012
235,738
9
198,526
7
2011
2012
235,738
9
198,526
7
Informal training evolution (LA 10)
Number of hours
Number of hours/year/employee
53
54
Diversity and equal
opportunities
‘Working together’ is one of the key bpost values. Our
diversity program helps us put this value into practice
on daily basis and remain in phase with society. We are
also convinced that managed diversity is a source of
performance and innovation for bpost.
We run campaigns to encourage people to be open
to these differences and to treat everyone fairly and
respectfully, regardless of gender, culture, social status,
age and other differentiating factors. We also endeavor
to attract the most talented people in all categories of
the population.
In 2012 we continued our promotion of diversity and
equal opportunities in the wider sense, stressing two
aspects in particular: cultural diversity and a good
gender balance.
At bpost women make up around 34% of the workforce
and 17.5% of senior management. Our results are rather
encouraging in this field, certainly for our industry,
but we have set ourselves the goal of driving up this
percentage significantly.
Distribution of employees by gender, age, minority and other diversity indicator (LA 13)
Female
Male
32.39%
16.98%
67.61%
83.02%
2011
Middle management
Senior management
2012
Middle management
31.80%
68.20%
Senior management
17.43%
82.57%
Code of Conduct
Employee relations
bpost first published its Code of Conduct in 2007. It
sets out expectations the company has with regard to
the ethical and interpersonal conduct of each of its
employees.
Together with any specific points that may be
mentioned in the collective agreements, the statutory
provisions of bpost explicitly provide for dialogue/
negotiation in which plans to restructure the various
departments are examined and discussed, including
implementation schedules.
The Code was updated in 2011 to take account of the
new mission and values of bpost as well as the growing
importance of corporate governance.
It applies to all bpost employees, regardless of their
status or position in the organization. It also stresses
the active role management must play in promoting
compliance with the Code and the values of bpost.
The company’s consultation structure provides for local
(zonal consultation committees), regional (regional
consultation committee) and national bodies (Mail,
Retail, FM-Cleaning joint subcommittees, central
services consultation committee).
In addition, before implementation the restructuring
projects are discussed in the Joint Committee, the
central body for negotiation and dialogue with the
social partners.
The 2012-2013 collective agreement, which was
concluded at the end of 2011, contains a commitment
to implement all restructurings without compulsory
redundancies during the period covered by the
agreement. It also provides for the payment in 2012
and 2013 of a one-off bonus to all employees, based
on the profitability achieved by the company in this
period.
At the end of 2012 the social partners and bpost
reached an end-of-career management agreement
under which pay-scale statute and contract staff aged
55 and over can reduce their hours. Support measures
are in place to minimize the loss of salary. All these
Managed diversity is a
source of performance
and innovation for
bpost.
employees can work part time up to retirement while
retaining almost 85% of their income.
The agreement also allows employees to benefit from
bpost’s profitability through the extension of the
one-off performance-related bonus system in 2013
(payment in 2014). Four one-off performance-related
bonuses are provided for linked to profit, customer
loyalty, the legal profit-sharing scheme and good
attendance.
This 2012-2013 collective agreement covers pay-grade
contract and statute staff, who make up around
85% of the workforce. It does not apply to non-pay
grade contract employees. Auxiliary mail carriers are
covered by a special agreement and benefit from some
stipulations of the collective agreement, such as the
non-recurring bonus system.
55
56
bpost workforce (LA 1)
2011
2012
Full time equivalents 31/12
27,245
25,675
Total headcount
31,588
29,382
3,983
2,718
3,688
4,757
4,997
5,310
6,135
3,653
2,612
3,319
4,554
4,918
4,875
5,451
867
822
484
522
520
540
2011
2012
2,289
665
1,664
3,798
978
2,820
10.90%
9.39%
11.61%
1,461
432
1,029
3,570
1,295
2,275
9.51%
10.31%
9.13%
Fixed term contract
Female
Male
Open-ended contract
Female
Male
Replacement contract
Female
Male
218
138
81
26,926
8,421
18,504
101
84
17
Full time
Part time
Female
Male
Distribution by age group
0-30
31-35
36-40
41-45
46-50
51-55
56 and over
21,339
10,249
10,856
20,732
Average number of temporary staff
Subsidiaries
Full-time equivalent 31/12
Total headcount 31/12
Turnover (LA 2)
In
Female
Male
Out
Female
Male
Turnover*
Female
Male
Turnover (LA 2)
Distribution by age group
0-30
31-35
36-40
41-45
46-50
51-55
56 and over
* Turnover
2011
In
1,416
302
217
188
105
45
16
Out
755
204
191
213
161
222
2,052
Turnover
In
30.88%
888
10.34%
190
5.88%
151
4.54%
104
2.91%
72
2.90%
33
21.31%
23
(in+out)/2
(FTE at start of year + FTE at end of year)/2
246
162
84
25,429
7,938
17,491
0
/
/
20,481
8,901
9,929
19,453
2012
Out
674
225
184
203
175
228
1,881
Turnover
22.71%
8.62%
5.26%
3.60%
2.74%
3.12%
21.24%
environment
bpost delivers 10.5 million letters and 100,000 parcels
every weekday. This obviously has an impact on the
environment. To influence the whole of its value chain,
from supplier to customer, in 2009 bpost developed
a program to build a postal system that is more
concerned about the environment. This program covers
all energy and environmental aspects in the company,
the development of ‘green’ solutions and products for
customers and support for innovative projects that
meet the ecological criteria.
By implementing a set of measures, bpost wishes
to give customers peace of mind that their letters
and parcels will be delivered in the most responsible
conditions with minimal impact on the environment.
Influencing our suppliers at
the source
In 2012 bpost finalized the implementation of a
process broadening its sustainable purchasing policy
with suppliers to take account of environmental
(energy, water, waste, products) and social performance
(health and safety, working conditions, child and forced
labor) and to raise awareness at suppliers that present
risks in certain domains. Almost a hundred suppliers are
assessed with our partner Ecovadis in accordance with
the relevant EU regulations.
Optimizing the management
of our impacts
Reducing our environmental impacts
bpost permanently works to reduce the impact of
activities on the environment. The starting point is
observing and applying the environmental regulations.
The environmental criteria are included in the individual
assessments of some management staff (including the
CEO).
The Environmental Management department arranges
annual inspections, updates declarations and works
closely with the various authorities.
Besides the regulatory aspects, bpost works actively to
implement environmental management systems. The
ISO 14001 certificates of nine of our main sites (five
57
58
sorting centers, Stamps Production, bpost International,
Mail Center Aalst and bpost head office in Brussels)
were renewed in 2012. This means that the annual
volume of letters and parcels continues to be handled
in responsible environmental circumstances.
The other sites are responding to a national policy,
especially with regard to how waste management is
organized. The goal is to reduce waste and the costs
of waste management by generating income from
waste paper. With that in mind, more than one third
of paper discarded as unsorted waste since 2009 has
been salvaged and sold for recycling. We were able to
achieve our target to reduce waste by 10% between
2009 and 2012 thanks to an active awareness campaign
at 50 Mail Centers and our administrative premises.
A new goal has been set for 2020 (20% reduction
compared to 2009).
Waste collection (EN 22)
Year
Paper and cardboard (m3)
Class 2 waste (m3)
2009
2010
2011
28,659
28,004
27,068
29,149
26,921
25,362
2012
24,528
25,319
Waste recycling (EN 22)
Year
Paper (tons)
Cardboard (tons)
Plastic (tons)
Polypropylene (tons)
2009
2010
2011
692
740
809
309
334
447
42
63
76
28
24
32
2012
860
472
86
32
Cartridge recycling (EN 22)
Year
Cartridges (tons)
2009
2010
2011
10,954
12,526
12,294
2012
13,140
Reducing our climate change impacts
Greenhouse gas emissions are the determining factor
when measuring the environmental impact of bpost’s
operations. Road transport is the backbone of the mail
collection and delivery network and bpost cannot
provide its primary service without a large fleet.
bpost implemented an action plan and successfully
reduced carbon emissions by 32% in 2007-2012 and
energy consumption by 15% in 2005-2012.
In 2012 the Energy Management department began
implementing an energy monitoring system to measure,
59
monitor and optimize energy flows in the main 50
premises. bpost also renewed its green electricity
supply contract and continued efforts to optimize the
energy efficiency of its various premises. Replacing
oil by gas heating system, relighting and isolation are
amongst the initiatives undertaken.
region, this new mail center is a model of sustainable
development in the low-energy building industry.
The rational use of materials and energy, lighting
and rainwater harvesting have been conceived to be
economically and ecologically sustainable.
In September 2012, bpost inaugurated its first
green building. Built in the Plénesses in the Verviers
Fossil fuel consumption (EN 3)
Year
Gas
Heating oil
MWh
GJ
MWh
GJ
2009
2010
2011
92,347
92,979
78,906
332,449
334,726
284,063
24,992
25,176
23,143
89,972
90,634
83,314
2012
73,818
265,745
20,476
73,714
We implemented an action
plan and successfully reduced
our carbon emissions by
32% in 2007-2012 and energy
consumption by 15% in
2005-2012.
60
Electricity consumption (EN 4)
Year
MWh
GJ
2009
2010
2011
79,290
76,505
71,691
285,446
275,419
258,087
2012
67,737
243,854
Greenhouse gas emissions in TeqCO21 (EN 16)
Year
Teq CO2
2009
2010
2011
81,571
77,126
73,956
2012
73,632
Sustainable mobility
Our fleet, one of the largest in Belgium (comprising
6,198 vans, 2,364 mopeds, 124 trailers, 293 trucks and
3,189 bikes, 2,547 of which are electric), is also at the
heart of our environmental challenge. At the end of
2012 the fleet was still responsible for almost 70% of
our direct carbon footprint.
We continued to train van drivers to drive in an
ecological way. In total this campaign has saved
close to 100,000 liters of fuel on an annual basis.
The final of the Eco Driving Challenge begun in 2011
to raise awareness among employees of their actual
consumption was held at the Zolder circuit in May
2012. The winning team qualified for the IPC’s first
international trophy, which was held in Montpellier in
November.
With a workforce of 30,000, bpost also faces a mobility
challenge, especially when it comes to commutes. The
green car policy, which encourages managers to choose
transport solutions that emit less CO2 was reviewed in
2012 to take account of the new regulatory measures.
Fossil fuel consumption (EN 3)
Year
vehicle fuel (diesel + petrol)
MWh
GJ
2009
2010
2011
209,655
207,668
195,755
754,758
747,605
704,718
2012
200,357
721,285
1 bpost calculates its greenhouse gas emissions in accordance with the methodology developed by PostEurop and based on the Greenhouse Gas Protocol. This
methodology is certified in accordance with ISO 14064. A more detailed report (scope, conversion factor) is published at the Carbon Disclosure Project website
(www.cdproject.net).
Development of more sustainable
solutions for our customers
bpost was the first postal operator and the first
communication channel in Belgium to work on
the development of a tool to measure the carbon
footprint generated during the complete lifecycle of
an addressed DM campaign. The Carbon Meter allows
customers to measure the carbon footprint generated
by their mail (not only advertising) and parcels flows,
so that they can take well-informed decisions that
minimize this environmental impact (paper type, use of
cardboard, size, ink and so on).
To complement this low-carbon offering, bpost gives
its customers the possibility of offsetting the carbon
emissions generated in delivering their mail items.
This offering, a joint initiative with CO2logic, finances
projects to cut greenhouse emissions in emerging
countries. As well as offsetting its own carbon
emissions, bpost is also committed to supporting
Goodplanet in its work to raise awareness of
environmental issues in Belgian schools.
The carbon emissions resulting from the handling
of more than 10% of the annual postal volumes of
addressed direct mail were offset during the pilot
launched among business customers in 2011.
A green stage
We set ourselves the target of being a top five postal
operator in terms of environmental performance and
bpost earned second place in the IPC ranking of 21
operators based on the 2011 results.
The IPC conducted an external audit of these
environmental performances in 2012 in accordance
with ISO 14064 for greenhouse gas accounting and
verification. Due to bpost’s participation in the Carbon
Disclosure Project and GRI, this environmental data is
freely available to all interested stakeholders.
We want to remain among the best students in the
IPC class by launching new structural and behavioral
initiatives to improve the environmental performance
of our activities, premises and fleet.
61
62
paper: an effective,
sustainable means of
communication
Paper is at the heart of our activities. bpost is
committed to using only paper from sustainable
sources (recycled or FSC / PEFC paper). To that end,
we have worked with WWF Belgium since 2009 and
published a brochure featuring ten questions and
answers to explain why paper is a key means of
communicating information, and emotions, provided
we use it in a sustainable and responsible way, which is
what bpost is committed to doing.
Exemplary behavior
bpost is committed to being “best in class” in terms
of responsible paper consumption inside the company.
99% of the paper we buy is labeled or recycled and
100% of stamps are printed on FSC paper. bpost is the
leading postal operator in Europe in this field.
In 2012 bpost broke new ground with the first ever
issue of certified stamps bearing the FSC logo. The
theme was fittingly ecological: tree leaves.
bpost monitors printing paper consumption at its
offices. This is accompanied by a campaign to raise
awareness, a reduction in the paper weight and the
management of all printing costs. Paper consumption
has fallen by 7.5% since the program was introduced at
our ISO 14001 certified sites.
Printing paper consumption (EN 1)1
Year
Volume (reams)
Weight (kg)
2009
2010
2011
29,959
23,545
23,631
56,479
57,921
58,132
2012
21,168
52,073
1 Monitoring for ISO 14001 certified sites without bpost International and
Stamps
Points to
remember:
• Paper production does not destroy
forests. Less than 15% of the raw
materials used to make paper come
from the felling of specific trees,
mainly in sustainably managed forests.
• Paper can be recycled five times
without quality loss. Recycled fiber
accounts for up to 43% of the raw
materials used to make paper.
• The Belgian paper industry is
committed to minimizing its
environmental impact. Investments
over the past 20 years have led,
despite a production increase of 40%,
to a 70% reduction in the discharge of
waste into the water and a reduction
in energy consumption of over 13%.
• Traditional mail does not have any
greater impact on the environment
than commercial e-mail. To prove it,
bpost has worked with Greenloop
to develop tools that measure and
limit the carbon footprint of paper
and cardboard mail items, as well as
evaluating the environmental impact
of email.
For more details about our corporate
social responsibility program, visit
www.bpost.be/green
corporate governance
General
As a limited liability company under public law, bpost
is governed by the Law of 21 March 1991 on the
reform of certain economic public companies (the
“Law of 1991”). For all matters not specifically covered
by the Law of 1991, bpost is governed by the Belgian
Companies Code.
As an unlisted company, bpost is not subject to the
Belgian Code on Corporate Governance of 12 March
2009. Nonetheless, bpost does wish to commit to
observing the philosophy of good governance, integrity
and transparent decision making, by adhering to the
Corporate Governance principles laid down in this Code
and the OECD’s Guidelines on Corporate Governance
of State-owned Enterprises. Some of these principles
and guidelines have already been implemented in the
Charter of the Board of Directors and the advisory
committees (see “Charter of the Board of Directors and
the Committees” below for more information).
The main characteristics of bpost’s governance model
are the following:
a Board of Directors that defines the general
policy and strategy of bpost and supervises the
operational management;
a Strategic Committee, an Audit Committee and
a Remuneration and Nomination Committee
created within the Board to assist and make
recommendations to the Board;
a CEO who is responsible for the operational
management and to whom the Board of Directors
has delegated powers of day-to-day management;
a Management Committee that, in addition to
exercising the powers entrusted to it by the Law of
1991, assists the CEO in the exercise of his duties;
a clear division of responsibilities between the
Chairperson of the Board of Directors and the CEO.
•
•
•
•
•
In 2011, the corporate governance framework at
bpost has evolved as a result of the amendment of
certain provisions of the Law of 1991 by the Law of
6 April 2010 in relation to corporate governance in
listed companies and autonomous public enterprises
(the “Law of 6 April 2010”). The amendments concern
the content of the annual remuneration report, the
payment of variable remuneration to the CEO, the
directors and the members of the Management
Committee and the payment of departure indemnities.
Board of Directors
Composition
In 2012, the Board of Directors was composed of:
Five directors, including the Chairperson of the
Board of Directors (the category A directors),
appointed by the Belgian State by Royal Decree
deliberated by the Council of Ministers;
Four directors (the category B directors) appointed
by the other shareholders (i.e., all shareholders
except the public authorities); and
The CEO, who belongs to neither of the
aforementioned categories, but is appointed by the
Belgian State via Royal Decree deliberated by the
Council of Ministers.
•
•
•
Martine Durez has been Chairperson of the Board of
Directors since 17 January 2006. Her mandate was
renewed as per 17 January 2012 by Royal Decree date
2 February 2012. The mandates of all other Board
members (except Christian Leysen (A) and Jean-François
Robe (A)) have been renewed as per 17 January
2012. Besides the Chairperson, the Board is currently
composed of the following members:
Arthur Goethals (A)
Luc Lallemand (A)
Laurent Levaux (A)
Caroline Ven (A)
Geert Duyck (B)
K.B. Pedersen (B)
Søren Vestergaard-Poulsen (B)
Bjarne Wind (B)
Johnny Thijs (Chief Executive Officer)
•
•
•
•
•
•
•
•
•
63
64
This composition reflects the diversity requirements of
the Law of 28 July 2011 which promotes the presence
of women on the boards of directors of autonomous
state enterprises.
Powers and functioning
With the exception of the actions reserved to other
bodies, the Board has the authority to take all
necessary and useful actions to realize the corporate
purpose of the Company. The Board has adopted
charters that organize the functioning of the Board and
the advisory Committees. These charters are aimed at
enforcing and clarifying the rules of good governance
and thus increasing the transparency in the decision
making process.
The Board is convened by the Chairperson or the CEO,
whenever the interest of the Company requires it or
upon request of at least two directors. In 2012, the
Board met 11 times.
The Board can deliberate only if at least half of the
members are present or represented. In principle, the
decisions of the Board are taken by absolute majority.
However, with respect to a number of specific matters
(listed in article 27 §2 of the Bylaws), the Board can
only decide if at least two directors of each category
are present or represented, and decision on such
matters can only be adopted with the majority of 75
per cent of the votes cast.
In addition, pursuant to the Law of 1991, the following
decisions require a two-thirds majority:
the approval of all renewals or amendments to the
Management Contract;
the acquisition of participations in companies,
associations and institutions that exceed one of
the thresholds laid down in article 13, §2, paragraph
one, of the Law of 1991.
•
•
In the event of a tie the Chairperson’s vote prevails.
The CEO presents an activity report on the Company’s
day-to-day management and reports on the financial
situation at every meeting. The follow-up of decisions
Board of Directors
1
2
3
4
5
6
7
8
9
10
11
Arthur Goethals (A)
Caroline Ven (A)
Luc Windmolders (Government Commissioner)
Johnny Thijs (CEO)
Bjarne Wind (B)
Martine Durez (Chairperson)
Geert Duyck (B)
4
2 3
Luc Lallemand (A)
1
K.B. Pedersen (B)
Laurent Levaux (A) (not present in the picture)
Søren Vestergaard-Poulsen (B) (not present in the picture)
5
6 7 8
9
taken at previous meetings is also discussed at every
meeting.
composed of two directors of each category. It met 4
times in 2012.
Charter of the Board of Directors and
the committees
Audit Committee
The Board has adopted charters to clarify the rules of
good governance and transparency and implement
these at all levels. These charters contain rules with
respect to:
The duties of the Board of Directors and the
Committees on the one hand and of the
Management Committee and the CEO on the
other;
The responsibilities of the Chairperson and the
Corporate Secretary;
The periodic reporting to the members of the Board
on the progress and the implementation of the
Business Plan and other important developments
regarding the Company’s activities;
Requirements with which the members of the
Board of Directors need to comply in order to
ensure that they have the adequate experience,
expertise and competences to fulfill their duties
and responsibilities;
A system of disclosure regarding mandates held and
rules aimed at avoiding conflicts of interests and
providing guidance on how to inform the Board in
a transparent way in case such conflicts occur. The
Board may decide to exclude the member who has
a conflict of interest from the deliberations and
vote on that subject.
•
•
•
•
•
The Board continuously evaluates and improves its
functioning in order to steer the Company ever better
and more efficiently.
Committees created by the Board of
Directors
The Board of Directors has established three
Committees, which are responsible for assisting the
Board of Directors and making recommendations in
specific fields: the Strategic Committee, the Audit
Committee, and the Remuneration and Nomination
Committee.
Strategic Committee
The Strategic Committee is responsible for assisting
the Board of Directors in defining the group’s strategy.
Among other things, it makes recommendations on the
strategic orientations of bpost, the business plan, and
acquisition and partnership opportunities. The Strategic
Committee is chaired by the CEO and is further
The Audit Committee is responsible for assisting
the Board of Directors in accounting, audit and
internal control matters. Among other things, it
makes recommendations on the accounting policy,
the examination of the accounts, the control of the
budget, the examination of the reliability of financial
information, and the organization and monitoring of
the system of internal control and compliance.
In addition to reviewing audit reports, the Committee
monitors the work and the activities of the internal
Audit Department. The Director of the internal Audit
Department is accountable to the Chairperson of
the Audit Committee and reports administratively to
the CEO. The Audit Committee is composed of two
directors of each category and is chaired by a director
of category B. It met 6 times in 2012.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee is
responsible for making recommendations concerning
management appointments and remuneration. Among
other things, it makes recommendations on the
appointment of the CEO and the remuneration of
members of the Management Committee, and any
share schemes that could be adopted for executive
management and staff. The Committee is chaired by
the Chairperson of the Board of Directors and is further
composed of one director of category A and two
directors of category B. It met 5 times in 2012.
Composition of the committees
Strategic Committee
•
•
•
•
•
Johnny Thijs (Chairperson)
Arthur Goethals
Laurent Levaux
K.B. Pedersen
Søren Vestergaard-Poulsen
Audit Committee
•
•
•
•
Bjarne Wind (Chairperson)
Geert Duyck
Luc Lallemand
Caroline Ven
65
66
Remuneration and Nomination Committee
•
•
•
•
the mandate of the current CEO, Johnny Thijs, was
prolonged for a new term of six years, effective as
of 7 January 2008, upon proposal of the Board and
recommendation of the Remuneration Committee.
Martine Durez (Chairperson)
Geert Duyck
Arthur Goethals
Bjarne Wind
The CEO is responsible for the operational management
of the Company. He has powers of day-to-day
management that are delegated to him by the Board
of Directors and he represents the Company within
the framework of the day-to-day management and the
other powers delegated to him. This representation
includes the exercise of the voting rights attached to
shares and interests owned by the Company.
Chief executive officer
(CEO) and the Management
Committee
The CEO is assisted in the management of the
Company by a Management Committee. The
Management Committee also has the statutory powers
to negotiate all renewals and amendments to the
Management Contract concluded between the State
After deliberation by the Council of Ministers, the CEO
is appointed by Royal Decree for a renewable term of
six years. If the Chairperson of the Board of Directors
is Dutch-speaking, the CEO must be French-speaking
and vice-versa. By Royal Decree of 26 February 2008,
Management Committee
1
2
3
4
5
6
Kurt Pierloot: Mail Service
Operations
Pierre Winand: Chief Financial
Officer, Service Operations, ICT
Peter Somers: Parcels &
International
Johnny Thijs: CEO
Koen Van Gerven: Mail & Retail
Solutions
Mark Michiels: Human Resources
& Organisation
1
2
3
4
5
6
and the Company. Powers at operational level are
delegated by the CEO to members of the Management
Committee or any other employees of the Company.
In addition, Ernst & Young and PVMD are responsible
for the audit of the consolidated annual accounts of
the Company and its subsidiaries.
The Management Committee is currently composed as
follows:
Johnny Thijs: CEO
Mark Michiels: Human Resources & Organisation
Pierre Winand: Chief Financial Officer, Service
Operations, ICT
The remuneration for the year 2012 amounts to
325,000 EUR (excluding VAT) for the joint auditors
(Ernst & Young and PVMD) and 52,560 EUR (excluding
VAT) for the Court of Auditors. Furthermore Ernst &
Young received 27,800 EUR (excluding VAT) in fees for
non-audit services.
The persons listed below have been granted certain
operational responsibilities and are added to the
Management Committee:
Kurt Pierloot: Mail Service Operations
Peter Somers: Parcels & International
Koen Van Gerven: Mail & Retail Solutions
Government Commissioner
•
•
•
•
•
•
They are invited to participate in all meetings of the
Management Committee to discuss issues relating to
the management of the Company or matters that fall
within the scope of their responsibilities.
Corporate Secretary
The Company is subject to the administrative
supervision of the Belgian Minister responsible
for public enterprises who exercises such control
through a Government Commissioner. The role of the
Government Commissioner is to ensure compliance
with the requirements of Belgian law, the Articles of
Association and the Management Contract. In addition,
the Government Commissioner reports to the Minister
of the Budget on all decisions of the Company having
an impact on the Belgian state’s budget.
The Government Commissioner is Mr. Luc Windmolders.
The Board of Directors, the advisory Committees of the
Board and the Management Committee are assisted by
the Corporate Secretary. This position is held by Dirk
Tirez, who is also General Counsel of the Company.
Board of Auditors
The audit of the financial situation of the Company
and of the annual accounts is entrusted to a Board of
Auditors composed of four members, two of which are
appointed at the general meeting of shareholders and
the two others by the Court of Auditors. The Board is
composed as follows:
Ernst & Young Bedrijfsrevisoren BCVBA, represented
by Mr. Eric Golenvaux;
PVMD BCVBA, represented by Mr. Lieven Delva;
Mr. Philippe Roland, First President of the Court of
Auditors;
Mr. Josef Beckers, Member of the Court of Auditors.
•
•
•
•
67
68
Remuneration report
to receive the following annual remuneration for their
mandate as member of the Board:
38,211.44 EUR for the Chairperson, who also chairs
the Joint Industrial Committee (Paritair Comité /
Commission Paritaire) of bpost;
19,105.72 EUR for the other directors, with the
exception of the CEO.
•
Declaration relating to the
remuneration policy
As a limited liability company under public law, bpost
has developed a specific remuneration policy, decided
by the Board of Directors upon recommendation of
the Remuneration and Nomination Committee, taking
into account the different groups of employees of the
Company.
The remuneration policy aims to offer an equitable
reward package to all employees (statutory,
contractual), and directors, which is competitive with
the reference Belgian market.
Any change in the remuneration policy is to be
approved by the Remuneration and Nomination
Committee.
In general, bpost distinguishes different groups,
for which the basis remuneration principles will be
explained and detailed:
1. Members of the Board of Directors
2. CEO
3. Other members of the Management Committee
and Senior Management
•
These amounts are indexed annually.
No other benefits are paid to the members of the
Board of Directors for their mandate as director.
Pursuant to the abovementioned decision of the
General Meeting of Shareholders of 25 April 2000,
the members of the Board of Directors (with the
exception of the CEO) are entitled to an attendance
fee of 1,548.16 EUR (which as a result of indexation has
increased to 1,600.94 EUR per meeting effective March
1, 2012) per attended meeting of one of the advisory
Committees established by the Board of Directors of
which they are a member. No additional attendance
fees or remunerations are foreseen for the attendance
of the meetings of the Joint Industrial Committee by
the Chairperson of the Board.
Members of the Board of Directors
Messrs. Søren Vestergaard-Poulsen and Geert
Duyck have waived the attendance fees and other
remunerations linked to their position as a Board
Member.
The remuneration of the members of the Board of
Directors was decided by the General Meeting of
Shareholders of 25 April 2000.
During the financial year, the members of the Board
of Directors received the following total gross annual
remuneration:
Pursuant to that decision, the members of the Board of
Directors (with the exception of the CEO) are entitled
Member
Martine Durez
Arthur Goethals
Luc Lallemand
Laurent Levaux
Caroline Ven
Bjarne Wind
K.B. Pedersen
Christian Leysen (*)
Jean-François Robe (*)
Geert Duyck
Søren Vestergaard-Poulsen
Board meetings
Audit
Committee
Strategic
Committee
Remuneration &
Nomination Committee
TOTAL
38,211.44 EUR
19,105.72 EUR
19,105.72 EUR
18,331.64 EUR
18,331.64 EUR
19,105.72 EUR
19,105.72 EUR
1,548.16 EUR
1,548.16 EUR
0 EUR
0 EUR
Not a member
Not a member
8,004.70 EUR
Not a member
9,605.64 EUR
9,605.64 EUR
Not a member
Not a member
Not a member
0 EUR
Not a member
Not a member
6,403.76 EUR
Not a member
3,201.88 EUR
Not a member
Not a member
4,802.82 EUR
Not a member
Not a member
Not a member
0 EUR
7,899.14 EUR
7,899.14 EUR
Not a member
Not a member
Not a member
7,899.14 EUR
Not a member
Not a member
Not a member
0 EUR
Not a member
46,110.58 EUR
33,408.62 EUR
27,110.42 EUR
21,533.52 EUR
27,937.28 EUR
36,610.50 EUR
23,908.54 EUR
1,548.16 EUR
1,548.16 EUR
0 EUR
0 EUR
(*) Christian Leysen and Jean-François Robe were members of the Board of Directors before its renewal on 17 January 2012 and have, at this occasion, received an
attendance fee.
Remuneration of the CEO
The remuneration package of the CEO is
reviewed annually by the Board of Directors upon
recommendation of the Remuneration and Nomination
Committee and is based on a market comparison with
large Belgian companies.
For the year ending 31 December 2012, a remuneration
of 1,123,209 EUR was paid to the CEO (compared to
1,104,941 EUR for the year ended 31 December 2011)
and can be broken down as follows:
Base salary (gross remuneration): 770,231 EUR
Variable remuneration (performance driven
bonus paid in cash): 290,260 EUR (relating to the
performance in 2011)
Pension and death in service coverage: 59,418 EUR
Other compensation components*: 3,300 EUR
•
•
•
•
*representation allowances
In addition to the above, the CEO also benefits from
the use of a company car; leasing cost thereof amounts
to 23,960 EUR.
No stock options were awarded in 2012 to the CEO.
During 2012, the CEO exercised 174 options granted
in 2007 and 174 options granted in 2008 under the
previous stock option plan approved by the Board of
Directors in 2006. The shares delivered to the CEO
following the cashless exercise of the options are no
longer held by the CEO and are currently owned by
Post Invest Europe S.à r.l.
Remuneration of the other members
of the Management Committee and
Senior Management
The remuneration package of the other members of
the Management Committee and Senior Management
is reviewed annually and approved by the Board of
Directors upon recommendation of the Remuneration
and Nomination Committee and is based on a
benchmark exercise comparing bpost with large Belgian
companies.
The objective of bpost is to offer a total remuneration
package which is in line with the median of
the “reference market”, being understood that
remuneration packages are set on a banding level
rather than on an individual basis.
The different elements of the remuneration package
are:
Base salary
The base salary is benchmarked with other large Belgian
companies, in line with the above principles.
The individual base salary is based on:
Function
Compa-ratio within the banding
Relevant experience
Performance and competencies
•
•
•
•
The performance of each individual is reviewed annually
in a “Performance Management Process” (PMP).
Variable salary
A variable salary may be granted, based on the
achievement of:
corporate objectives
individual objectives
•
•
The target variable salary is between 5% to 30% of the
annual base salary, depending on the banding.
bpost uses a multiplication system whereby the actual
variable salary paid out can vary depending on the
corporate and individual performance.
Other benefits
bpost offers other benefits, such as pension, death and
disability insurance, hospitalization insurance, company
car, etc. These benefits are benchmarked regularly and
adapted according to Belgian practices. The benefit
varies according to the banding. During 2012, no stock
option plan has been introduced.
For the year ending 31 December 2012, a global
remuneration of 3,258,115 EUR was paid to the
members of the Management Committee, other than
the CEO (compared to 3,229,868 EUR for the year
ended 31 December 2011), and can be broken down as
follows:
Base salary: 2,209,225 EUR paid under an
employment agreement, excluding social security
contributions paid by bpost;
Variable remuneration (performance driven bonus
paid in cash) : 838,697 EUR (relating to the
performance in 2011)
•
•
69
70
•
•
Pension and death in service and disability coverage:
186,070 EUR
Other compensation components*: 24,123 EUR
*representation allowances and luncheon vouchers
In addition of the above, the members of the
Management Committee also benefit from the use
a company car; leasing cost thereof amounts to
106,929 EUR.
Stock options exercised
during current year:
No stock options were awarded in 2012 to the other
members of the Management Committee. During 2012,
the other members of the Management Committee
exercised 293 options granted in 2008 under the
previous stock option plan approved by the Board of
Directors in 2006. The shares delivered to the other
members of the Management Committee following
the cashless exercise of the options are no longer held
by the other members of the Management Committee
and are currently owned by Post Invest Europe S.à.r.l.
Baudouin
Meunier
Pierre
Winand
Mark
Michiels
Koen Van
Gerven
Peter
Somers
Kurt
Pierloot
26
30
78
34
47
78
Severance compensation
Other than in the case of termination on grounds of
gross negligence, the CEO is entitled to a termination
indemnity corresponding to remuneration for the
remainder of his six-year term, with a maximum of
two years’ remuneration. No other member of the
Management Committee is entitled to a specific
contractual termination arrangements.
All members of the Management Committee, except
for Mark Michiels, are subject to non-competition
clauses for a period of 12 to 24 months from the
date of their resignation or termination restricting
them from working for bpost’s competitors. All such
members of the Management Committee, except for
the CEO, are entitled to receive compensation in an
amount equal to 6 to 12 months’ salary if these noncompetition clauses are applied.
Mr Baudouin Meunier was member of the Management
Committee until 31 December 2012 and left bpost as
of this date. He received a severance compensation
corresponding to 12 months’ remuneration. Taking into
account Mr Meunier’s strategic position, bpost and Mr
Meunier entered into a non-competition agreement
restricting Mr Meunier’s ability to compete until
31 December 2014. For this, Mr Meunier received a
compensation in accordance with standard practice.
Internal control and risk
management systems
Internal control and risk management
systems in relation to the preparation
of the consolidated financial
statements
The following description of bpost’s internal control
and risk management activities is a factual description
of the activities performed. The description uses the
structure recommended by the Commission Corporate
Governance.
Control environment
The control environment with regards to the
preparation of the consolidated financial statements is
organized through several functions.
The accounting and control organization consists of
three levels: (i) the accounting team in the different
legal entities responsible for the preparation and
reporting of the financial information, (ii) the business
controllers at the different operating units of the
organization responsible inter alia for the review of
the financial information in their area of responsibility,
and (iii) the Group Finance Department, responsible
for the final review of the financial information of the
different legal entities and operating units and for the
preparation of the consolidated financial statements.
Next to the structured controls outlined above,
bpost’s external auditors perform independent interim
and year-end control procedures on the financial
statements.
The Internal Audit Department conducts a risk based
audit program to provide assurance on the internal
control effectiveness and risk management in the
different processes at legal entity level.
bpost’s consolidated financial statements are prepared
in accordance with the International Financial Reporting
Standards (IFRS) issued by the International Accounting
Standards board and which have been endorsed by
the European Union. All IFRS accounting principles,
guidelines and interpretations, to be applied by all legal
entities and operating units, are communicated on a
regular basis by the Group Finance Department to the
accounting teams in the different legal entities and
operating units. IFRS trainings take place when deemed
necessary or appropriate.
The vast majority of the Group companies use
the same software to report the financial data for
consolidation and external reporting purposes. For
those that do not use the software, the Group Finance
Department ensures that their reporting is aligned
with the Group’s chart of accounts and accounting
principles before introducing them in the reporting and
consolidation software.
Risk assessment
Appropriate measures are taken to ensure a timely and
qualitative reporting and to reduce the potential risks
related to the financial reporting process, including:
(i) careful and detailed planning of all activities,
including owners and timings, (ii) guidelines which
are communicated by Group Finance to the various
participants in the process prior to the closing,
including relevant points of attention, and (iii) followup and feedback of the timelines, quality and lessons
learned in order to strive for continuous improvement.
A quarterly review takes place of the financial results
which are reviewed in details by management and are
presented to and reviewed by the Audit Committee
of the Board of Directors. A half-year review of
the financial results is also performed which are
reviewed by and discussed with the Statutory Auditor.
Material changes to the IFRS accounting principles
are coordinated by the Group Finance Department,
reviewed by the Statutory Auditor, approved by the
Audit Committee, and by the Board of Directors of
bpost. Material changes to the statutory accounting
principles of bpost or of other group companies are
approved by the relevant Boards of Directors.
Control activities
The proper application by the legal entities of the
accounting principles as described in the notes to
the financial statements and as communicated to
them by the Group Finance Department, as well as
the accuracy, consistency and completeness of the
reported information, is reviewed on an ongoing basis
by the control organization (as described above)
through a process of account justification and review.
In addition, all relevant entities are controlled by
the Internal Audit Department on a periodic basis.
Policies and procedures are in place for the most
important underlying processes (sales, procurement,
investments, treasury, etc.) and are subject to: (i)
regular controls by the respective management teams,
and (ii) and independent evaluation and review by the
Internal Audit Department during their audit. A close
monitoring of potential segregation of duties conflicts
in the main IT system is carried out on a regular basis.
Information and communication
A very significant proportion of the Group’s turnover,
expenses and profit is generated by the Group’s
parent company, bpost SA-NV which is also the
main operating company. All operating units of this
company use an ERP system platform to support
the efficient processing of business transactions
and provide its management with transparent and
reliable management information to monitor, control
and direct its business operations. The provision of
information technology services to run, maintain and
develop those systems is performed by a professional IT
service delivery department which is monitored on its
delivery performance through service level agreements
as well as performance and incident reporting. bpost
has implemented management processes to ensure
that appropriate measures are taken on a daily basis
to sustain the performance, availability and integrity
of its IT systems. Proper assignment of responsibilities,
and coordination between the pertinent departments,
ensures an efficient and timely communication process
of periodic financial information to management
and to the Board of Directors. Information accuracy,
security and availability are always considered by the
71
72
Internal Audit Department as part of the regular audits
or special assignments. Detailed financial information is
provided on a monthly basis to management and to the
Board of Directors. Some limited financial information
is disclosed to the wider public at midyear. At yearend
all relevant financial information is disclosed. Prior to
the external reporting, the financial information is
subject to (i) the appropriate controls by the abovementioned control organization, (ii) review by the Audit
Committee, and (iii) approval by the Board of Directors
of the Company.
Monitoring
Any significant change of the IFRS accounting principles
as applied by bpost is subject to approval by the
Audit Committee and by the Board of Directors. When
relevant, the members of the Audit Committee are
updated on the evolution and important changes in
the underlying IFRS standards. All relevant financial
information is presented to the Audit Committee and
the Board of Directors to enable them to analyze the
financial statements. Relevant findings by the Internal
Audit Department and/or the Statutory Auditor
on the application of the accounting principles, as
well as the adequacy of the policies and procedures,
and segregation of duties, are reported to the Audit
Committee on a quarterly basis. Also a quarterly
treasury update is submitted to the Audit Committee.
A procedure is in place to convene the appropriate
governing body of the Company on short notice if and
when circumstances so dictate.
Internal control and risk management
systems in general
The Board of Directors and the Management
Committee have approved the bpost Code of Conduct,
which was first issued in 2007 and updated in 2011.
The Code of Conduct sets forth the basic principles of
how bpost wants to do business. Implementation of
the Code of Conduct is mandatory for all companies
of the Group. More detailed policies and guidelines are
developed as considered necessary to ensure consistent
implementation of the Code of Conduct throughout
the Group.
bpost’s internal control framework consists of a number
of policies for the main business processes. The Internal
Audit Department monitors the internal control
situation and reports to the Audit Committee on a
quarterly basis.
At the request of the Board of Directors and the Audit
Committee management is in the process of developing
a global enterprise risk management (‘ERM’) framework
to assist the Group in managing the material risks on an
explicit basis.
financial report
consolidated financial
statements 2012
Table of contents
1.
2.
3.
4.
5.
6.
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
6.11
6.12
6.13
6.14
6.15
6.16
6.17
6.18
6.19
6.20
6.21
6.22
6.23
6.24
6.25
6.26
6.27
6.28
6.29
6.30
6.31
6.32
6.33
6.34
General information
Change in accounting
Significant accounting judgments
Summary of significant accounting policies
Risk Management
Business combinations
Segment information
Turnover
Other operating expense
Payroll costs
Financial income and financial cost
Income tax/Deferred tax
Earnings per share
Property, plant and equipment
Investment property
Assets held for sale
Intangible assets
Lease
Investment securities
Investment in associates
Trade and other receivables
Inventories
Cash and cash equivalents
Financial liabilities
Employee benefits
Share-base payments
Trade and other payables
Provisions
Contingent liabilities and contingent assets
Rights and commitments
Related party transactions
Group companies
Events after the statement of financial position date
74
75
76
77
79
80
80
80
82
83
92
98
100
103
103
103
104
104
105
106
108
110
111
111
113
114
115
116
117
117
118
118
128
129
130
131
131
132
133
136
137
73
74
1. Consolidated income statement
IN MILLION EUR
NOTES
2012
2011
2010
6.8
6.9
2,396.0
19.8
2,342.3
22.3
2,279.0
38.7
2,415.7
2,364.6
2,317.8
Materials cost
Services and other goods
Payroll costs
Other operating expenses
Depreciation, amortization
(34.6)
(602.8)
(1,238.5)
(118.9)
(98.0)
(32.0)
(570.4)
(1,288.1)
(313.5)
(91.3)
(27.3)
(545.1)
(1,314.5)
6.6
(115.0)
(2,092.8)
(2,295.3)
(1,995.4)
323.0
69.2
322.4
6.8
(60.6)
14.4
(19.7)
11.1
(31.7)
3.5
2.2
13.3
272.7
66.0
315.0
(98.5)
(123.4)
(105.4)
174.2
(57.4)
209.6
-
-
-
174.2
(57.4)
209.6
173.3
0.9
(57.4)
0.0
209.2
0.4
Turnover
6.11
6.10
Total operating expenses
Financial income
Financial cost
6.12
6.12
Profit before tax
Income tax expense
Profit from continuing operations
Profit from discontinued operations
Profit for the year
Attributable to:
Owners of the Parent
Non-controlling interests
6.13
75
financial report
IN EUR
2012
2011
2010
425.78
(140.34)
510.45
425.78
(140.34)
510.45
Earnings per share
basic, profit for the year attributable to ordinary equity holders of the
parent
diluted, profit for the year attributable to ordinary equity holders of the
parent
In May 2013, the shareholders’ meeting decided to split the number of shares. The total number of shares post stock
split amounts to 200,000,944 shares (before stock split 409,838 shares). Calculated with the new number of shares,
earnings per share for the period 2010-2012 would have been:
IN EUR
2012
2011
2010
0.87
(0.29)
1.05
0.87
(0.29)
1.05
Earnings per share
parent
parent
2. Consolidated statement of comprehensive income
IN MILLION EUR
2012
2011
2010
Profit for the year
174.2
(57.4)
209.6
Fair value for financial assets available for sale by associates
(Loss)gain on available for sale financial assets
Income tax effect
263.8
399.6
(135.8)
(49.4)
(74.8)
25.4
(57.1)
(86.6)
29.4
0.0
0.0
0.1
Other comprehensive income for the year, net of tax
263.8
(49.4)
(57.0)
Total comprehensive income for the year, net of tax
438.0
(106.9)
152.6
437.1
0.9
(106.9)
0.0
152.1
0.5
Attributable to:
Owners of the Parent
Non-controlling interest
76
3. Consolidated statement of financial position
AS AT 31 DECEMBER
IN MILLION EUR
2012
2011
2010
6.15
6.18
6.20
6.21
6.16
6.13
6.22
588.5
95.5
0.0
351.6
15.2
61.0
0.9
1,112.8
608.8
70.0
0.0
84.3
18.2
72.4
0.8
854.5
622.8
69.3
0.0
131.2
19.5
81.9
0.9
925.7
6.17
6.20
6.23
6.13
6.22
6.24
0.3
22.0
7.0
0.1
394.6
691.2
1,115.3
0.5
515.6
8.2
0.4
397.0
626.7
1,548.4
1.6
31.3
7.7
0.4
391.3
1,115.5
1,547.8
2,228.1
2,402.9
2,473.5
508.5
0.0
225.5
3.7
737.7
(0.0)
783.8
(14.0)
64.0
(57.4)
776.4
0.9
783.8
120.3
209.1
1,113.2
1.1
4
737.7
777.3
1,114.3
6.25
6.26
6.28
6.29
6.13
82.7
364.1
83.1
42.0
1.3
573.1
92.2
379.8
13.0
79.6
0.4
565.0
101.6
378.8
14.3
83.4
0.5
578.6
6.25
11.2
0.3
140.5
4.6
760.7
917.3
9.7
0.2
334.5
29.6
686.5
1,060.5
0.8
0.1
37.5
29.4
712.7
780.6
1,490.4
1,625.5
1,359.2
2,228.1
2,402.9
2,473.5
NOTES
Assets
Non-current assets
Intangible assets
Investments in associates
Investment properties
Deferred tax assets
Current assets
Inventories
Income tax receivable
Total assets
Equity and liabilities
Equity attributable to equity holders of the Parent
Issued capital
Treasury shares
Reserves
Retained earnings
Total equity
Non-current liabilities
Interest-bearing loans and borrowings
Employee benefits
Provisions
Deferred tax liabilities
Current liabilities
Interest-bearing loans and borrowings
Bank overdrafts
Provisions
Income tax payable
Total liabilities
Total Equity and liabilities
6.29
6.13
6.28
77
financial report
4. Consolidated statement of changes in equity
IN MILLION EUR
As per 1 January 2010
Profit for the year 2010
Other comprehensive income
Total comprehensive
income
Dividends (Pay-out)
As per 31 December 2010
ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
NONOTHER
RETAINED
AUTHORIZED & TREASURY
CONTROLLING
SHARES
RESERVES
EARNINGS
TOTAL
ISSUED CAPITAL
INTERESTS
783.8
-
-
-
-
783.8
-
Total comprehensive
income
Dividends (Pay-out)
Treasury shares
Total comprehensive
income
Capital Decrease
Exceptional dividend
Dividends (Pay-out)
Treasury shares
Other
57.3
233.8
290.9
209.2
(290.9)
233.8
(81.7)
159.6
209.1
(57.4)
(209.1)
(170.8)
120.3
159.6
783.8
0.0
(275.3)
(14.0)
(14.0)
0.0
14.0
508.5
0.0
(215.9)
206.4
206.4
230.7
55.3
(28.0)
(72.3)
225.5
152.1
(170.8)
1,113.2
(57.4)
(49.4)
(266.5) (106.9)
0.0
(57.4)
173.3
57.4
64.0
1,131.8
209.2
(57.1)
(170.0)
0.4
3.7
0.7
0.4
0.1
0.5
1,132.5
209.6
(57.0)
152.6
(0.1)
1.1
(170.9)
1,114.3
(57.4)
(49.4)
0.0
(106.9)
(215.9)
(14.0)
776.4
173.3
263.8
(0.3)
437.1
0.9
(220.0)
(28.0)
(170.0)
14.0
(72.0)
737.7
TOTAL
EQUITY
0.8
0.9
(0.4)
(1.3)
0.0
(216.2)
(14.0)
777.3
174.2
263.8
438.0
(220.0)
(28.0)
(170.4)
14.0
(73.2)
737.7
Other reserves per 31 December 2012 (225.5 million EUR) are composed of group reserves amounting to
123.0 million EUR, legal reserves of 72.2 million EUR and 30.3 million EUR of tax free reserves.
The amount under “Other comprehensive income” relates mainly to the unrealized gains and losses on the bond
portfolio of bpost bank. See also section 6.21 for more details.
PIE exercised its call option on the treasury shares in 2012. The 14.0 million EUR in treasury shares, held by Alteris NVSA, acquired as part of the 2011 Employee Stock Option Plan exercise window (“ESOP”), were therefore sold.
The main elements in “Other” are deductions from equity for MSI and Landmark, the two US subsidiaries. The reevaluations of the financial liabilities for MSI resulted in a deduction of 9.3 million EUR. As the fair value of Landmark,
taking into account the put option, exceeds the amount of the non-controlling interest, the difference was recorded,
as determined in note 6.4 – significant accounting judgements/goodwill and negative acquisition differences, as a
deduction from equity (63.4 million EUR). The fair value of the put option, as well as the contingent consideration, is
booked as debt.
78
As per 1 January 2011
Changes during the year
Changes during the year
TOTAL
NUMBER OF
SHARES
SHARE CLASS A
NUMBER OF
SHARES
SHARE CLASS B
NUMBER OF
SHARES
SHARE CLASS C
NUMBER OF
SHARES
409,838.0
409,838.0
204,920.0
204,920.0
409,838.0
204,920.0
204,461.0
(2,240.0)
202,221.0
2,695.0
204,916.0
457.0
2,240.0
2,697.0
(2,695.0)
2.0
The shares have no nominal value and are fully paid up.
At 31 December 2011, Alteris NV-SA held 2,589 shares of bpost considered as Treasury Shares in the bpost equity. In
2012, PIE exercised its call option and repurchased these 2,589 shares of bpost which resulted in a transfer from class
C to class B.
As at 31 December 2012, Management owns 2 shares acquired through the exercise of options received under the
Employee Stock Option Plan (“ESOP”). During 2012, 106 shares have been sold to PIE and thus transferred from class
C to class B.
79
financial report
5. Consolidated statement of cash flows
AS AT 31 DECEMBER
IN MILLION EUR
2012
2011
2010
Depreciation and amortization
Impairment on bad debts
Gain on sale of property, plant and equipment
Change in employee benefit obligations
Interest received
Interests paid
Dividends received
Income tax paid
323.0
98.0
0.4
(8.5)
(68.9)
6.8
(7.5)
0.0
(114.6)
69.2
91.3
0.6
(8.8)
(10.9)
14.4
(7.8)
(102.3)
322.4
115.0
(2.2)
(21.8)
(19.1)
11.1
(4.9)
(110.3)
Cash flow from operating activities before changes in working
capital and provisions
228.7
45.7
290.1
Decrease/(increase) in trade and other receivables
Decrease/(increase) in inventories
Increase/(decrease) in trade and other payables
Repayment of SGEI overcompensation
Increase/(decrease) in provision related to the SGEI overcompensation
Increase/(decrease) in other provisions
10.4
1.6
62.3
(0.1)
(300.8)
124.9
(55.7)
10.1
0.3
(52.9)
0.0
0.0
299.0
(5.8)
(20.0)
0.8
(78.9)
(28.0)
0.0
0.0
(9.5)
71.3
296.3
154.6
10.9
(56.9)
(27.2)
(0.2)
(14.8)
12.0
(66.8)
(11.4)
0.1
(4.0)
26.5
(57.1)
(11.2)
(0.4)
(88.1)
(70.1)
(42.2)
14.0
(8.0)
(220.0)
(28.0)
(170.4)
(14.0)
(0.5)
(216.2)
(0.3)
(170.9)
Net cash from financing activities
(412.5)
(230.7)
(171.2)
Net increase in cash and cash equivalents
(429.3)
(4.6)
(58.9)
Cash and cash equivalent less bank overdraft as of 1st January
Investment securities as of 1st January
Cash and cash equivalents and Investment securities1 as of 1st January
Cash and cash equivalent less bank overdraft as of 31st December
Investment securities as of 31st December
Cash and cash equivalents and Investment securities as of 31st December
Movements between 1st January and 31st December
626.5
515.6
1,142.1
690.9
22.0
712.8
(429.3)
1,115.4
31.3
1,146.7
626.5
515.6
1,142.1
(4.6)
1,080.3
125.3
1,205.5
1,115.5
31.3
1,146.8
(58.9)
Operating activities
Net cash from operating activities
Investing activities
Proceeds from sale of property, plant and equipment
Acquisition of property, plant and equipment
Acquisition of intangible assets
Acquisition of other investments
Acquisition of subsidiaries, net of cash acquired
Net cash used in investing activities
Financing activities
Treasury shares
Payment of borrowings and financing lease liabilities
Dividends paid to equity holders of the Parent
Capital decrease
Exceptional dividend
Interim dividend paid to shareholders
1.
Investment securities meet the definition of cash & cash equivalents as per IAS 7.
80
6. Notes to the consolidated financial statements
6.1
General information
Business activities
bpost and its subsidiaries (hereinafter referred to as ‘bpost’) provide national and international mail services
comprising the collection, transport, sorting and distribution of mail, printed documents, newspapers as well as
addressed and non-addressed documents.
bpost, through its subsidiaries and business units, also sells a range of other products and services, including postal,
banking and financial products, express delivery services, document management and related activities. bpost also
carries out public-interest activities on behalf of the Belgian State.
Legal status
bpost is a limited-liability company under public law. bpost has its registered office at the Muntcentrum-Centre
Monnaie, 1000 Brussels.
6.2
Change in accounting
The accounting policies adopted are consistent with those of the previous financial year.
As at 31 December 2012 and for the first time, bpost applies the two following standards:
IAS 33 – Earnings per share
IFRS 8 – Operating segments
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The adoption of these standards doesn’t have any effect on the financial performance or position of bpost but
requests to include specific disclosures in the Annual Financial Report.
The following new or revised accounting standards and interpretations entered into force in 2012, but they did not
have any effect on the presentation, the financial performance or position of bpost:
IAS 1 – Statement of Comprehensive income
IAS 12 – Income Taxes – Deferred taxes: Recovery of Tax assets
IFRS 7 – Enhanced Derecognition Disclosure requirements
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Standards and Interpretations not yet applied by bpost
The following new IFRS Standards and IFRIC Interpretations, which are yet to become mandatory, have not been
applied by bpost for the preparation of its 2012 financial statements.
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Standard or interpretation
Effective for in reporting
periods starting on or after
IFRS 10 – Consolidated Financial Statements
1 January 2013
IFRS 11 – Joint Arrangements
1 January 2013
IFRS 12 – Disclosure of Interests in Other Entities
1 January 2013
IFRS 13 – Fair value Measurement
1 January 2013
IAS 19 – Amendment to IAS 19
1 January 2013
1 January 2013
1 January 2013
IFRS 7 – Financial Instruments: Disclosures – Offsetting of financial assets and financial
liabilities
IFRIC 20 – Stripping costs in the production phase of a surface mine
IAS 32 – Financial Instruments: Presentation – Offsetting of financial assets and financial
liabilities
1 January 2013
1 January 2013
1 January 2014
Various – Annual improvements to IFRS
Standards and Interpretations applied by bpost
As at 31 December 2012, the accounting policies of bpost are in compliance with the IAS / IFRS Standards and
Interpretations SIC / IFRIC listed below:
International Financial Reporting Standards (IFRS)
IFRS 2 – Share-based Payment
IFRS 3 – Business Combinations (issued in 2004) for acquisition completed before 1 January 2010
IFRS 3 – Business Combinations (Revised in 2008)
IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations
IFRS 7 – Financial Instruments: Disclosures
IFRS 8 – Operating segments
N/A
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International Accounting Standards (IAS)
IAS 1 – Presentation of Financial Statements
IAS 2 – Inventories
IAS 7 – Statement of Cash Flows
IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors
IAS 10 – Events after the Reporting Period
IAS 12 – Income Taxes
IAS 16 – Property, Plant and Equipment
IAS 17 – Leases
IAS 18 – Revenue
IAS 19 – Employee Benefits
IAS 21 – The Effects of Changes in Foreign Exchange Rates
IAS 23 – Borrowing costs
IAS 24 – Related Party Disclosures
IAS 27 – Consolidated and Separate Financial Statements (Revised in 2008)
IAS 28 – Investments in Associates
IAS 32 – Financial Instruments: Presentation
IAS 33 – Earnings per share
IAS 34 – Interim Financial Reporting
IAS 36 – Impairment of Assets
IAS 37 – Provisions, Contingent Liabilities and Contingent Assets
IAS 38 – Intangible Assets
IAS 39 – Financial Instruments: Recognition and Measurement
IAS 40 – Investment Property
Interpretations SIC / IFRIC
IFRIC 1 – Changes in Existing Decommissioning, Restoration and Similar Liabilities
IFRIC 4 – Determining whether an Arrangement contains a Lease
IFRIC 10 – Interim Financial Reporting and Impairment
SIC 12 – Consolidation – Special Purpose Entities
The other standards and interpretations currently endorsed by the EU and effective for the preparation of the 2012
financial statements are not applicable in the context of bpost.
bpost has not early adopted any other standard, interpretation, or amendment that was issued, but is not yet
effective.
6.3
Significant accounting judgments and estimates
A series of significant accounting judgments underlie the preparation of IFRS compliant consolidated financial
statements. These impact the value of assets and liabilities. Estimates and assumptions are made concerning
the future. These are re-assessed on a continuous basis and are based on historically established patterns and
expectations with regards to future events that appear reasonable under the existing circumstances.
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Employee Benefits - IAS 19
The key assumptions, inherent to the valuation of employee benefit liabilities and the determination of the pension
cost, include employee turnover, mortality rates and retirement ages, discount rates, expected long term returns on
plan assets, benefit increases and future wage increases, which are updated on an annual basis. Given the increase
of the reference database with each year of historical data that is added, the data become ever more stable and
reliable. Actual circumstances may vary from these assumptions, giving rise to different employee benefit liabilities,
which would be reflected as an additional profit or cost in the income statement.
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Regarding the Accumulated Compensated Absences benefit, as at 31 December 2012, the consumption pattern of
the illness days was derived from the statistics of the consumption average over the years 2007 to 2011. The number
of days of illness depends on the age, identified per segment of the statutory population. Since 2010, the rate of
guaranteed salary has been set at 75% in case of long-term illness. Thus, the percentage of the guaranteed salary used
for determining the cost of days accumulated in the notional account is fixed to 25%.
Under the Collective Labor Agreement for the years 2012-2013 signed in March 2012, the balance of the cumulated
un-used sickness days for civil servants is now limited to a maximum of 63 days instead of 300 days previously.
For most benefits, an average cost per inactive member is used for the valuation of the benefits. This average cost
has been estimated by dividing the annual cost for inactive members by the number of inactive beneficiaries based
on the reference data received from the pensions’ administration.
The discount rates have been determined by reference to market yields at the statement of financial position date.
Since 2010, bpost used the Towers Watson tool for the determination of the discount rates, considering a mix of
financial and non financial AA corporate bonds.
6.4
Summary of significant accounting policies
The consolidated financial statements have been approved by the Board of Directors on 27 May 2013 and have
been prepared using the measurement basis specified by the International Financial Reporting Standards (IFRS). The
measurement bases are more fully described in the accounting policies below.
The consolidated financial statements are presented in Euros (EUR) and all values are rounded to the nearest million
except when otherwise indicated.
All accounting estimates and assumptions that are used in preparing the financial statements are consistent
with bpost’s latest approved budget / long-term plan projections, where applicable. Judgments are based on the
information available on each statement of financial position date. Although these estimates are based on the best
information available to the management, actual results may ultimately differ from those estimates.
Consolidation
The parent company and all the subsidiaries it controls are included in the consolidation. No exception is permitted.
Subsidiaries
Assets and liabilities, rights and commitments, income and charges of the parent and the subsidiaries fully controlled
are consolidated in full. Control is the power to govern the financial and operating policies of an entity in order to
obtain benefits from its activities. Control is assumed to exist when bpost holds at least 50%, plus one share of the
entity’s voting power; these assumptions may be rebutted if there is clear evidence to the contrary. The existence
and effect of potential voting rights that are currently exercisable or convertible are considered when assessing
whether bpost controls an entity.
Consolidation of a subsidiary takes place from the date of acquisition, which is the date on which control of the
net assets and operations of the acquiree is effectively transferred to the acquirer. From the date of acquisition, the
parent (the acquirer) incorporates into the consolidated income statement the financial performance of the acquiree
and recognizes in the consolidated statement of financial position the acquired assets and liabilities (at fair value),
including any goodwill arising on the acquisition. Subsidiaries are de-consolidated from the date on which control
ceases. Intragroup balances and transactions, as well as unrealized gains and losses on transactions between group
companies are eliminated in full.
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Consolidated financial statements are prepared using uniform accounting policies for like transactions and other
events in similar circumstances.
Associates
An associate is an entity in which bpost has significant influence, but which is neither a subsidiary nor a joint
venture. Significant influence is the power to participate in the financial and operating policy decisions of the
investee but not to control those policies. It is assumed to exist when bpost holds at least 20% of the investee’s
voting power but not to exist when less than 20% is held; these assumptions may be rebutted if there is clear
evidence to the contrary.
Consistent accounting policies are applied throughout the whole group, including associates.
All associates are accounted for using the equity method: the participating interests are separately included in the
consolidated statement of financial position (under the caption “Investments in associates”) at the closing date at an
amount corresponding to the proportion of the associate’s equity (as restated under IFRS), including the result for
the period. Dividends received from an investee reduce the carrying amount of the investment.
The portion of the result of associates attributable to bpost is included separately in the consolidated income
statement under the caption “Share of result of associates (equity method)”.
Unrealized profits and losses resulting from transactions between an investor (or its consolidated subsidiaries) and
associates are eliminated to the extent of the investor’s interest in the associate.
bpost bank is an associate and is accounted for using the equity method as bpost has significant influence but does
not control the Management of the Company.
The bond portfolio of bpost bank is classified as “Available-for-sale financial assets”. The bonds include:
Fixed income securities (bonds, negotiable debt instruments, sovereign loans in the form of securities, etc.);
Variable income securities (shares, investments, etc.);
Fixed and/or variable income securities containing embedded derivatives (which are accounted for separately if
necessary).
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Securities classified in “Available-for-sale financial assets” are measured at fair value and changes in fair value are
recorded in other comprehensive income under a specific heading “Unrealized or deferred gains or losses.”
For fixed income securities, interest is recognized in the income statement using the effective interest rate method.
For variable income securities, revenues are recorded in profit or loss as soon as the shareholders general meeting
confirms the distribution of a dividend.
Goodwill and negative acquisition differences
Where an entity is acquired, the difference recorded on the date of acquisition between the acquisition cost of the
investment and the fair value of the identifiable assets, liabilities and contingent liabilities acquired is accounted for
as goodwill (if the difference is positive) or directly as a profit in the income statement (if the difference is negative).
Contingent consideration, if any, is measured at fair value at the time of the business combination and included in
the consideration transferred (i.e. recognized within goodwill). If the amount of contingent consideration changes
as a result of a post-acquisition event (such as meeting an earnings target), the change in fair value is recognized in
profit or loss.
Goodwill is not amortized, but is tested for impairment annually.
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Intangible assets
An intangible asset is recognized on the consolidated statement of financial position sheet when the following
conditions are met:
(1) the asset is identifiable, i.e. either separable (if it can be sold, transferred, licensed) or it results from contractual
or legal rights;
(2) it is probable that the expected future economic benefits that are attributable to the asset will flow to bpost;
(3) bpost can control the resource; and
(4) the cost of the asset can be measured reliably.
Intangible fixed assets are carried at acquisition cost (including the costs directly attributable to the transaction, but
not indirect overheads) less any accumulated amortization and less any accumulated impairment loss. The expenses
in relation to the research phase are charged to the income statement. The expenses in relation to the development
phase are capitalized. Within bpost, internally generated intangible assets represent mainly IT projects.
Intangible assets are amortized on a systematic basis over their useful life, using the straight-line method. The
applicable useful lives are:
Intangible assets
IT development costs
Licenses for minor software
Concessions, patents, customers, know-how, trade marks and other similar rights
Goodwill
Useful life
5 years maximum
3 years
To be determined on a case by case basis
N/A, but annual impairment test
Property, plant and equipment are carried at acquisition cost, less any accumulated depreciation and less any
accumulated impairment loss. Cost includes any directly attributable cost of bringing the asset to working condition
for its intended use. No borrowing cost is included in the cost of property, plant and equipment.
Expenditure on repair and maintenance which serve only to maintain, but not increase, the value of fixed assets are
charged to the income statement. However, expenditures on major repair and major maintenance, which increases
the future economic benefits that will be generated by the fixed asset, are identified as a separate element of the
acquisition cost.
The depreciable amount is allocated on a systematic basis over the useful life of the asset, using the straight-line
method. The depreciable amount is the acquisition cost, except for vehicles. For vehicles, it is the acquisition cost
less the residual value of the asset at the end of its useful life. The applicable useful lives are:
Useful life
Land
Central administrative buildings
Network buildings
Industrial buildings, sorting centers
Fitting-out works to buildings
Tractors and forklifts
Bikes and motorcycles
All other vehicles (cars, trucks, etc,)
Machines
Furniture
Computer Equipment
N/A
40 years
40 years
25 years
10 years
10 years
4 years
5 years
5 - 10 years
10 years
5 years
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Lease transactions
A finance lease, which transfers substantially all the risks and rewards incident to ownership to the lessee, is
recognized as an asset and a liability at amounts equal to the present value of the minimum lease payments (=
sum of capital and interest portions included in the lease payments) or, if lower, the fair value of the leased assets.
Lease payments are apportioned between the finance charge and the reduction of the outstanding liability in order
to obtain a constant rate of interest on the debt over the lease term. The depreciation policy for leased assets is
consistent with that for similar assets owned.
Rentals paid/received under operating lease (ones that do not transfer substantially all the risks and rewards
incidental to ownership of an asset) are recognized as an expense by the lessee/ as an income by the lessor on a
straight-line basis over the lease term.
Investment properties
Investment properties are carried at acquisition cost less any accumulated depreciation and less any impairment
loss. The depreciation amount is allocated on a systematic basis over the useful life of the asset, using the straightline method. The applicable useful lives can be found in the table that is included in section “Property, plant and
equipment”.
Non-current assets are classified as assets held for sale under a separate heading in the statement of financial
position if their carrying amount is recovered principally through sale rather than through continuing use. This
is demonstrated if certain strict criteria are met (active program to locate a buyer has been initiated, property is
available for immediate sale in its present condition, sale is highly probable and is expected to occur within one year
from the date of classification).
Non-current assets held for sale are no longer depreciated but may be impaired. They are stated at the lower of
carrying amount and fair value less costs to sell.
Stamp collection
The stamp collection that is owned by bpost and used durably by it is stated at the re-evaluated amount less
discount for the lack of liquidity. The re-evaluated amounts are determined periodically on the basis of market prices.
bpost proceeds to the reevaluation of its collection every five years. The stamp collection is recorded in the section
“Other Property, Plant and Equipment” of the statement of financial position.
Impairment of assets
An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount, which is the
higher of its fair value less costs to sell (corresponding to the cash that bpost can recover through sale) and its value
in use (corresponding to the cash that bpost can recover if it continues to use the asset).
When possible, the tests have been performed on individual assets. When however it is determined that assets
do not generate independent cash flows, the test is performed at the level of the cash-generating unit (CGU) to
which the asset belongs (CGU = the smallest identifiable group of assets that generates inflows that are largely
independent from the cash flows from other CGUs).
An impairment test is carried out annually for a CGU to which goodwill is allocated. For a CGU to which no goodwill
is allocated, impairment test is only carried out when there is an indication of impairment. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of
the cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the
combination.
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Where impairment is identified, it is first allocated to reduce the carrying amount of any goodwill allocated to the
cash-generating unit. Any excess is then allocated to reduce the carrying amount of other fixed assets of the CGU
in proportion to their book values, but solely to the extent that the selling price of the assets in question is lower
than their carrying amount. Impairment on goodwill may never be reversed at a later date. Impairment on other fixed
assets is reversed if the initial conditions that prevailed at the time the impairment was recorded cease to exist,
and solely to the extent that the carrying amount of the asset does not exceed the amount that would have been
obtained, after depreciation, had no impairment been recorded.
Inventories
Inventories are measured at the lower of cost and net realizable value at the statement of financial position date.
The acquisition price of interchangeable inventories is determined by application of the FIFO method. Inventories
of minor importance whose value and composition remain stable over time are stated in the statement of financial
position at a fixed value.
The cost of inventories comprises all costs incurred in bringing inventories to their present location and condition,
including indirect production costs. The cost price of stamps includes the direct and indirect costs of production,
excluding costs of borrowing and overheads that do not contribute to bringing them to the present location and
condition. The allocation of fixed costs of production to the cost price is based on normal production capacity.
A write-down is necessary when the net realizable value at the statement of financial position date is lower than the
cost.
Share based payments
The stock option plan is measured using valuation techniques based on option pricing models. Under these models,
the options are measured at fair value on the grant date. The option price thus calculated is recognized in the
income statement under the section “Payroll costs” and spread over the term of the options.
Revenue recognition
Revenue arising from the sale of goods is recognized when bpost transfers the significant risks and rewards of
ownership to the buyer and it is probable that the economic benefits associated with the transaction will flow to
the entity.
Revenue from the rendering of services is recognized according to the stage of completion of the services rendered.
In application of this principle, the revenue relative to the stamp sale and franking machine activity is recognized in
income at the time the mail is delivered.
The remuneration of the SGEI is based on the contractual provisions of the Management Contract and the revenue is
recognized when the services are rendered.
bpost also receives commissions on sales of partner products through its network of post offices. Commission
income is recorded at the time the services are provided.
Interest income is recognized using the effective yield method and the revenue related to dividends is recognized
when the group’s right to receive the payment is established. Rental income arising from operating leases or
investment properties is accounted for on a straight line basis over the lease term.
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Receivables
Receivables are initially measured at their fair value and later at their amortized cost, i.e. the present value of the
cash flows to be received (unless the impact of discounting is not significant).
An individual assessment of the recoverability of the receivables is made. Impairment is recognized where cash
settlement is wholly or partially doubtful or uncertain.
Prepayments and accrued income are also presented under this caption.
Financial assets are assigned to the different categories on initial recognition, depending on the characteristics of the
instrument and its purpose. A financial instrument’s category is relevant for the way it is measured and whether any
resulting income and expenses is recognized in profit or loss or directly in equity.
There are different categories of financial assets:
(1) Financial assets held for trading include (a) derivatives and (b) assets that bpost has voluntarily decided to classify
in the category “at fair value through profit or loss” at the time of initial recognition. These financial assets are
measured at their fair value at each statement of financial position date, changes in fair value being recognized in
the income statement.
(2) Held-to-maturity financial assets are financial assets, other than derivatives, with fixed or determinable payments
and fixed maturity dates, which bpost has the positive intention and ability to hold to maturity. These assets are
measured at amortized cost using the effective interest method.
(3) Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. After initial recognition these are measured at amortized cost using the effective
interest method.
(4) Available-for-sale financial assets constitute a residual category that includes all the financial assets not classified
under one of the previous categories, for instance investments in equity instruments (other than shares in
subsidiaries, jointly controlled entities and associates), investments in open-ended mutual funds and bonds
that bpost has neither the intention nor the ability to hold to maturity. These available-for-sale financial assets
are measured at fair value, with changes in fair value recognized directly in equity until the financial assets are
derecognized, at which time the cumulative gains or losses previously recognized in equity are recycled in profit
or loss.
Regular way purchases or sales of financial assets are recognized and de-recognized using settlement date accounting.
The fair values of the financial assets are determined by reference to published price quotations in an active market.
This caption includes cash in hand, at bank, values for collection, short-term investments (with maturity date not
exceeding three months as from acquisition date) that are highly liquid and are readily convertible into a known
amount of cash and that are subject to an insignificant risk of changes in value, after deduction of bank overdrafts.
Share capital
Ordinary shares are classified under the caption “issued capital”.
Treasury shares are deducted from equity. Movements of treasury shares do not affect the income statement.
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Other reserves comprise the results of the previous periods, the legal reserve and the consolidated reserve.
Retained earnings include the result of the current period as disclosed in the income statement.
Employee benefits
Short-term benefits
Post-employment benefits are recognized as an expense when an employee has rendered the services to bpost.
Benefits not paid for on the statement of financial position date are included under the caption “Payroll and social
security payables”.
Post-employment benefits
Post-employee benefits are valued using an actuarial valuation method and provisions are set up for them (under
deduction of any plan assets) in so far as bpost has an obligation to incur the costs in relation to these benefits. This
obligation can be a legal, contractual or constructive obligation (“vested rights” on the basis of past practice).
In application of these principles, a provision (calculated according to an actuarial method laid down by IAS 19) is set
up in the context of the post-employment benefits to cover:
the future costs relative to current retirees (a provision representing 100% of the future estimated costs of those
retirees);
the future costs of potential retirees, estimated on the basis of the employees currently in service, taking
account of the accumulated service of these employees on each statement of financial position date and the
probability that the personnel will reach the desired age to obtain the benefits (the provision is constituted
progressively, as and when members of the personnel advance in their careers).
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The provision is calculated as follows:
Actuarial valuation of the obligation under IAS 19
– Past service costs not yet recognized
+ Actuarial gains/– actuarial losses not yet recognized
– Fair value of the plan assets
= Provision to be constituted (or asset to be recognized if the fair value of the plan assets is higher).
The calculation of the obligation is done using the projected unit credit method. Each year of service confers
entitlement to an additional credit unit to be taken into account in valuing the benefits granted and the obligations
pertaining thereto. The discount rate used is the yield of high-quality corporate bonds or is based on government
bonds with a maturity similar to that of the benefits being valued.
In the event that the benefits are modified, the past service cost is spread over the period that the employees may
yet have to work in order to qualify for the benefits. The benefits vest immediately in bpost. The impact of the remeasurement of a net defined benefit liability (asset) is recognized in other comprehensive income.
Actuarial assumptions (concerning the discount rate, mortality factor, costs of future benefits, inflation, etc.) are
used to assess employee benefit obligations in conformity with IAS 19. Actuarial gains and losses inevitably appear,
resulting (1) from changes in the actuarial assumptions year on year, and (2) deviations between actual costs and
actuarial assumptions used for the IAS 19 valuation. bpost has opted (a) not to recognize actuarial gains and losses
that remain within a corridor of 10% of the higher of the following amounts: the amount of the IAS 19 obligation
and the fair value of the plan assets, and (b) to spread in the income statement the actuarial gains and losses that
fall outside this corridor over two years (or average remaining service period for the active population, if shorter than
two years).
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Long-term benefits
Long-term employee benefits are valued using an actuarial valuation method and provisions are set up for them
(under deduction of any plan assets) in so far as bpost has an obligation to incur the costs in relation to these
benefits. This obligation can be a legal, contractual or constructive obligation (“vested rights” on the basis of past
practice).
A provision is created for long-term benefits to cover benefits that will only be paid in a number of years but
that are already earned by the employee on the basis of the past service. Here, as well, the provision is calculated
according to an actuarial method imposed by IAS 19.
The provision is calculated as follows:
Actuarial valuation of the obligation under IAS 19
– Fair value of the plan assets
= Provision to be constituted (or asset to be recognized if the fair value of the plan assets is higher).
The calculation of the obligation is done using the projected unit credit method. Each year of service confers
entitlement to an additional credit unit to be taken into account in valuing the benefits granted and the obligations
pertaining thereto. The discount rate used is the yield of high-quality corporate bonds or is based on government
bonds with a maturity similar to that of the benefits being valued.
In the event that the benefits are modified, there is a past service cost that is recognized in the income statement
(an expense for the year if there is an increase in benefits, profit for the year in the event of a reduction in benefits).
The benefits vest immediately in bpost. Any modification to these benefits therefore has a direct impact on
the income statement. Any re-measurement of a net defined benefit liability (asset) is recognized in the income
statement.
Actuarial assumptions (concerning the discount rate, mortality factor, costs of future benefits, inflation, etc.) are
used to assess employee benefit obligations in conformity with IAS 19. Actuarial gains and losses inevitably appear,
resulting (1) from changes in the actuarial assumptions year on year, and (2) deviations between actual costs and
actuarial assumptions used for the IAS 19 valuation. These actuarial gains and losses are recognized directly in the
income statement.
Termination benefits
Where bpost terminates the contract of a member of its personnel prior to his normal retirement date or where the
employee voluntarily agrees to leave in consideration for benefits, a provision is constituted in so far as there is an
obligation on bpost. This provision is discounted if the benefits are payable after more than one year.
All benefit obligation plans of all employee benefits are wholly unfunded.
Provisions
A provision is recognized only when:
(1) bpost has a present (legal or constructive) obligation as a result of past events;
(2) it is probable (more likely than not) that an outflow of resources will be required to settle the obligation; and
(3) a reliable estimate of the amount of the obligation can be made.
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Where the impact is likely to be material (mainly for long-term provisions), the provision is estimated on a net
present value basis. The increase in the provision due to the passage of time is recognized as a financial expense.
A provision for restoring polluted sites is recognized if bpost has an obligation in this respect. Provisions for future
operating losses are prohibited.
If bpost has an onerous contract (the unavoidable costs of meeting the obligations under the contract exceed the
economic benefits expected to be received under it), the present obligation under the contract is recognized as a
provision.
A provision for restructuring is only recorded if bpost demonstrates a constructive obligation to restructure at the
statement of financial position date. The constructive obligation should be demonstrated by: (a) a detailed formal
plan identifying the main features of the restructuring; and (b) raising a valid expectation to those affected that
it will carry out the restructuring by starting to implement the plan or by announcing its main features to those
affected.
Dividends payable in respect of year N are only recognized as liabilities once the shareholders’ rights to receive these
dividends (during the course of year N+1) are established.
Income taxes
Income tax includes current taxation and deferred taxation. Current taxation is the amount of taxes to be paid
(recovered) on the taxable income for the current year together with any adjustment in the taxes paid (to be
recovered) in relation to previous years. It is calculated using the rate of tax on the statement of financial position
date.
Deferred taxation is calculated according to the liability method on the temporary differences arising between the
carrying amount of the statement of financial position items and their tax base, using the rate of tax expected to
apply when the asset is recovered or the liability is settled. In practice, the rate in force on the statement of financial
position date is used.
Deferred taxes are not recognized in respect of:
(1) goodwill that is not amortized for tax purposes;
(2) the initial recognition of an asset or liability in a transaction that is not a business combination and that affects
neither accounting profit nor taxable profit; and
(3) investments in subsidiaries, branches, associates and joint ventures if it is likely that dividends will not be
distributed in the foreseeable future.
A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that
taxable profit will be available against which the deductible temporary difference can be utilized. The same principles
apply to recognition of deferred tax assets for unused tax losses carried forward. This criterion is reassessed on each
statement of financial position date.
Deferred taxes are calculated at the level of each fiscal entity. The deferred tax assets and liabilities of various
subsidiaries may not be presented on a net basis.
Deferred revenue
Deferred revenue is the portion of income received during the current or prior financial periods but which relates to
a subsequent financial period.
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Transactions in foreign currencies
Transactions in foreign currencies are initially recorded in the functional currency of the entities concerned using the
exchange rates prevailing on the dates of the transactions. Realized exchange rate gains and losses and non-realized
exchange rate gains and losses on monetary assets and liabilities on the statement of financial position date are
recognized in the income statement.
On consolidation, the assets and liabilities of foreign operations are translated into euros at the rate of exchange
prevailing at the reporting date and their income statements are translated at exchange rates prevailing at the
dates of the transactions. The exchange differences arising on translation for consolidation are recognized in other
comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating
to that particular foreign operation is recognized in profit or loss.
Derivative financial instruments
Derivative financial instruments are measured at fair value with changes in fair value recognized in the income
statement.
Special rules may apply in the case of hedging transactions by means of derivatives, but bpost has not entered into
this type of transaction. Nor does bpost enter into speculative-type derivatives transactions.
6.5
Risk Management
Any of the following risks could have a material adverse effect on the Company’s financial position, results of
operation and liquidities. The risks described below are not the only risks that the company is facing. There may be
additional risks to the ones described below which the company is currently unaware of. There may be risks that are
currently believed to be immaterial, but which may ultimately have a material adverse effect in the long run.
Risks relating to the regulatory and legislative framework
Pursuant to the Fifth Management Contract and the 1991 Law, the Company will continue to be the provider of
certain SGEIs through December 31, 2015. In respect of the period commencing January 1, 2016, the Belgian State
may cease to provide certain public services or may conclude that such services do not constitute SGEIs and hence
do not warrant compensation. The Belgian State may also substantially change the scope and content of the SGEIs
that it continues to provide. Furthermore, the public services that the Belgian State continues to provide may not
be entrusted to the Company. The Belgian State has committed to the European Commission that it will organize a
competitive, transparent and non-discriminatory tendering procedure, with a view to awarding a service concession
at national level in respect of the distribution of newspapers and periodicals in Belgium. This process is expected
to commence during 2014. The successful candidate in this tender process will be entitled to begin providing such
services as of January 1, 2016. The Belgian State has also committed to the European Commission that it will reassess
the approach for the entrustment of the other SGEIs set forth in the Fifth Management Contract and in the 1991
Law for the period after December 31, 2015.
The Company may be required to provide other postal operators with access to specific elements of its postal
infrastructure or certain services, such as post boxes, information on change of address, re-direction and return to
sender services. It may be required to provide access at uneconomic price levels or the access conditions imposed
upon it may otherwise be onerous. In the event it fails to comply with this requirement, it may also be subjected to
fines and/or other operators may initiate proceedings seeking damages in national courts.
The Company is required to demonstrate that its pricing for the services falling within the USO complies with the
principles of affordability, cost orientation, transparency, non-discrimination and uniformity of tariffs. Tariff increases
financial report
for certain single piece mail and USO parcels included in the “small user basket” of postal services within the scope
of the USO are subject to a price cap formula and prior control by the IBPT/BIPT and the IBPT/BIPT may refuse to
approve such tariffs or tariff increases if they are not in compliance with the aforementioned principles or price cap
formula. The IBPT/BIPT may issue injunctions requiring the Company to cease applying certain pricing policies. It may
also impose fines of up to 5% of the Company’s turnover in the postal sector during the preceding year (which may
be doubled in certain circumstances) or other sanctions for the infringement of regulatory requirements applicable
to the USO. In addition, in relation to activities for which bpost is deemed to have a dominant market position, its
pricing must not constitute an abuse of such dominant position. Failure to observe this requirement may result in
fines of up to 10% of its consolidated annual turnover in cases. bpost may also be ordered by national courts to
discontinue certain commercial practices or to pay damages to third parties.
The Company is subject to the requirement of no cross-subsidization between public services on the one hand
and commercial services on the other hand. In addition, according to state aid rules, if the Company engages in
commercial services, the business case for providing such services must comply with the “private investor test,”
that is, the Company must be able to demonstrate that a private investor would have made the same investment
decision. If the Company is found not to be in compliance with the no cross-subsidization principle or the private
investor test, the European Commission could find that commercial services have benefited from unlawful state aid
and order the recovery of this state aid from the Company. The Company may also be subjected to other adverse
consequences as a result of a failure to comply with the cross-subsidization principle or the private investor test.
The Company was designated by the Belgian State as a USO provider for an eight-year term commencing in 2011.
The obligation to provide the USO may represent a financial burden on the Company. Although the 1991 Law
provides that the Company is entitled to compensation by the Belgian State in the event the USO has created an
unfair burden, there can be no assurance that the entire net cost of the USO will be covered. Furthermore, following
the expiration of the Company’s current term as designated USO provider on December 31, 2018, if the Company
were to be designated as a USO provider, there is uncertainty regarding the terms and conditions and financing
mechanism that would apply to the provision of the USO.
If enacted, opt-in legislation or any similar legislation, whether at the national or EU level, would contribute to a
significant decline in advertising mail volumes and could have an adverse impact on bpost’s business.
The enactment of legislation granting registered e-mail the same legal status as registered mail could also adversely
affect volumes of registered mail sent by bpost’s clients.
bpost is subject to certain risks in relation to employment matters. In particular, bpost is involved in litigation
initiated by a number of auxiliary postmen (which include all postmen recruited from January 1, 2010 performing
certain core functions such as collection, sorting, transport and distribution of mail). bpost’s contractual employees
could also challenge their employment status and claim damages to compensate them for being deprived of
statutory employment protection and benefits. There can also be no assurance that the Company will not face
challenges regarding certain employment matters on state aid grounds.
Risks relating to business operations and company environment
The use of mail has declined in recent years primarily as a result of the increased use of e-mail and the Internet,
and is expected to continue to decline. The rate of decline in mail volumes may also be affected by e-government
initiatives or other measures introduced by the Belgian State or other public authorities or private enterprises that
encourage electronic substitution in administrative mail. In addition, the enactment of any legislation that requires
explicit prior consent of the addressee for the use of personal data (commonly referred to as “opt-in” legislation)
would contribute to a significant decline in advertising mail volumes.
Adverse economic conditions have a negative impact on mail and parcels volumes. In particular, during times of
economic distress, volumes of advertising mail may be adversely affected as bpost’s clients reduce their advertising
budgets or shift their spending to media other than paper. Volumes of parcels may also be adversely affected due to
the effect of economic distress on the level of business activity and e-commerce.
93
94
Due to the relatively fixed nature of its cost base, a decline in mail volumes may translate into a significant decline
in profit unless bpost can reduce its costs. Accordingly, bpost has introduced a series of productivity enhancement
initiatives to reduce its costs. There can be no assurance, however, that bpost will realize all of the benefits expected
from such initiatives.
bpost bank, the Company’s associate, is subject to certain risks as a result of its status as a financial institution. It
may experience losses in respect of its investment portfolio, as it has in the past. It is also exposed to interest rate
risk and volatility in interests rates may affect its business. bpost bank may also be required to increase its capital, in
particular as a result of new capital requirements.
bpost’s strategy involves the development of new products and services to partially compensate for the effects of
declines in mail volumes, and if it is unable to introduce such products and services, it may encounter difficulties in
increasing operating income.
Risk relating to litigation
On 25 January 2012, the Commission found that bpost has received incompatible State aid of 416.5 million EUR and
ordered recovery. The Belgian State has recovered this amount, net of taxes plus interest, from bpost. bpost appealed
the Commission’s decision on 17 September 2012.
While the Commission’s Decision was pending, the 4th Management Contract was prolonged by operation of law
to cover bpost’s provision of public services in 2011 and 2012. In meetings with the Belgian State, the Commission
suggested that amounts received by bpost for 2011 and 2012 could also be considered excessive and may need to
be reimbursed. On this basis, the Company booked a provision of 124.9 million EUR in the 2012 accounts in case the
Commission adopts a final decision ordering recovery of the 2011 and 2012 alleged overcompensation.
The 5th Management Contract between the Belgian State and the Company covers the provision of universal service
obligation and other public services for the period 1 January 2013 to 31 December 2015. This Contract was notified
to the Commission on 7th of March 2013 and no final decision has been adopted yet. However, on the basis of the
discussions to date, the Company understands that the Commission does not consider the terms and compensation
amounts in the 5th Management Contract as being incompatible State aid.
bpost currently is involved in the following pending litigation relating to competition law based claims:
a claim for damages in an alleged (provisional) amount of approx. 18.5 million EUR (exclusive of late payment
interest) in the context of legal proceedings initiated by Publimail NV-SA on 27 October 2005 and pending before
the Brussels commercial court; and
a claim for damages in an alleged amount of approx. 28 million EUR (exclusive of late payment interest) in the
context of legal proceedings initiated by Link2Biz International NV-SA on 3 August 2010 and pending before the
Brussels commercial court. Certain aspects of the contractual relationship between Link2Biz and bpost are also
the subject of a cease and desist proceeding, which is currently pending before the Brussels Court of Appeal.
•
•
Moreover, on 20 July 2011 the Belgian postal regulator (“BIPT/IBPT”) concluded that the Company’s 2010 pricing
policy infringed the Belgian Postal Act and imposed a fine of 2.3 million EUR. bpost contests the BIPT/IBPT’s findings
and appealed the decision. The appeal is pending before the Brussels Court of Appeal.
Finally, on 10 December 2012 the Belgian Competition Authority (“BCA”) concluded that the Company’s pricing
policy for the period January 2010 – July 2011 infringed the Belgian and European competition rules and imposed a
fine of approx. 37.4 million EUR. bpost contests the BCA’s findings and appealed the decision. The appeal is pending
before the Brussels Court of Appeal.
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financial report
Financial risks
Exchange rate risk
bpost’s exposure to exchange rate risk is limited and is not actively managed.
Interest rate risk
bpost’s associate bpost bank is, like any bank, subject to the interest rate risk, which directly influences its margin.
Interest rates likewise influence valuation of bpost bank’s bond portfolio, which is measured at an available for sale
asset (reflected as fair value through Other Comprehensive Income). Since bpost bank is an equity-accounted entity,
50% of the change in its equity directly influences the consolidated equity of bpost. The following table illustrates
the impact of a change in interest rates of 1% on bpost bank equity and, through the equity pick up, on bpost’s:
2012
AS AT 31 DECEMBER
IN MILLION EUR
Equity bpost bank
Equity bpost
1%
-1%
(10.0)
(5.0)
10.0
5.0
bpost is also directly exposed to interest rate risks. The loan granted by the European Investment Bank, with an
outstanding balance of 91.1 million EUR for which the cost amortization is foreseen in 2022, carries a floating
interest rate (3 months Euribor rate minus 3.7 basis points).
Credit risk
bpost is exposed to credit risks through its operational activities, in the investment of its liquidities and through its
investment in bpost bank.
AS AT 31 DECEMBER
IN MILLION EUR
Credit risk classes of financial assets
Held to maturity financial assets
Financial assets at fair value through P&L, designated as such upon initial
recognition
Cash and Cash equivalents
Credit risk classes of financial assets
2012
2011
2010
22.0
515.6
6.1
0.0
691.2
395.5
1,108.7
626.7
397.8
1,540.0
25.2
1,115.5
392.2
1,539.0
Operational activities
The credit risk by definition only concerns that portion of bpost’s activities that are not paid upfront in cash.
bpost actively manages its exposure to credit risk by investigating the solvency of its customers. This translates
into a credit rating and a credit limit. The credit rating is updated every day for all Belgian customers. For foreign
customers, the credit rating is updated at contract renewal (and ad hoc in case of change or doubt in the customer
solvency situation). The credit limit is followed up on a daily basis. If the solvency investigation produces a negative
result, bpost requests the customers to make upfront cash payments, to provide bank guarantees and/or to grant
bpost a direct debit.
96
Trade and other receivables have been reviewed for indicators of impairment. Certain trade receivables were found to
be impaired and the movements can be found in the table below.
IN MILLION EUR
At 1 January
Impairments: Additions
Impairments: Utilization
Impairments: Reversal
At 31 December
2012
2011
2010
7.5
1.1
(1.9)
(0.3)
6.5
8.0
0.8
(1.0)
(0.3)
7.5
23.5
2.1
(15.2)
(2.5)
8.0
Some of the trade receivables are past due as at the reporting date. The ageing analysis of the trade receivables that
are past due is as follows:
AS AT 31 DECEMBER
IN MILLION EUR
Current
< 60 days
60 -120 days
> 120 days
Total
2012
2011
2010
307.5
41.9
3.8
1.4
325.8
34.6
2.3
1.9
318.0
33.7
5.2
2.6
354.7
364.6
359.5
Investment of liquidities
Regarding the Company’s investment of its liquidities, which includes cash and cash equivalents and investment
securities, the exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the
carrying amount of these instruments.
The changes in the fair value of the financial liabilities (see Note 6.25) are not due to changes in credit risk. This is
presented in the table hereunder:
IN MILLION EUR
Carrying amount at 1 January
Changes attributable to changes in credit risk
Reimbursement loan
Other changes
Carrying amount at 31 December
2012
2011
2010
101.9
0.0
(9.1)
1.1
93.8
102.4
0.0
102.6
0.0
(0.5)
101.9
(0.2)
102.4
bpost bank
bpost bank invests the funds that have been deposited by its customers. The bank has adopted a strict investment
policy that determines an overall allocation of the investments across Belgian State bonds, other sovereign bonds
and bonds from financial and commercial corporations. In addition, maximum concentration limits per issuer, per
sector, per rating, per country and per currency have been established and are constantly monitored.
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financial report
Liquidity risk
bpost’s current liquidity risk is limited due to the high level of cash at hand and due to the fact that a significant
portion of its revenues is paid by its customers prior to bpost’s performing the service.
The maturity of the liabilities in the previous reporting period were as follows:
IN MILLION EUR
31 DECEMBER 2011
CURRENT
LESS THAN 1 YEAR
Finance lease obligations
Bank loan
0.5
686.5
9.2
NON-CURRENT
WITHIN 1 YEAR BUT NOT
LATER THAN 5 YEARS
LATER THAN 5 YEARS
1.0
13.0
45.5
45.5
As at 31 December 2012, liabilities have contractual maturities which are summarized below:
IN MILLION EUR
31 DECEMBER 2012
CURRENT
LESS THAN 1 YEAR
Finance lease obligations
Bank loan
0.4
760.7
9.2
NON-CURRENT
WITHIN 1 YEAR BUT NOT
LATER THAN 5 YEARS
LATER THAN 5 YEARS
0.7
83.1
36.4
0.0
45.6
The above contractual maturities are based on the contractual undiscounted payments, which may differ from the
carrying values of the liabilities at the statement of financial position date.
Capital management policies and procedures
bpost monitors capital on the basis of the ratio of the carrying amount of equity versus net debt.
The elements composing the equity for this ratio are the same as stated in the equity reconciliation. Net debt is
composed of loans less investment securities and cash and cash equivalents. The ratio is calculated as [Net debt /
Capital].
Currently, bpost has not established a formal set of upper and lower limits for this ratio, given the absence of any
significant loans up until December 2012 (except the EIB loan). The main objectives for the capital management are
to ensure the Company’s ability to continue as a going concern and to provide an adequate return to shareholders.
98
The table below details the elements of the monitoring ratio.
AS AT 31 DECEMBER
IN MILLION EUR
Capital
Issued capital / Authorized capital
Other reserves
Retained earnings
Total
Net Debt / (net cash)
Interest bearing loans and borrowings
Non-interest bearing loans and borrowings
- Investment securities
- Cash and cash equivalents
Total
Net Debt/(Net Cash) to Capital ratio
2012
2011
2010
508.5
225.5
3.7
(0.0)
783.8
50.0
(57.4)
0.9
783.8
120.3
209.1
1.1
737.7
777.3
1,114.3
94.2
0.4
(22.0)
(691.2)
101.9
0.5
(515.6)
(626.7)
102.4
0.5
(31.3)
(1,115.5)
(618.6)
(1,039.9)
(1,043.8)
(0.8)
(1.3)
(0.9)
The non-interest bearing loans and borrowings, which included the advances received from the State and the
deposits received from third parties, both recorded under other current payables, were almost completely refunded
in 2010 as part of the reorganization of the relationship with the State Treasury.
6.6
Business combinations
MSI
On November 2nd 2012, bpost NV-SA exercised its right to acquire an additional 20% of the shares of Mail Services
Incorporated for a price of 7.7 million USD (5.9 million EUR) to reach a total of 80% shares in 2012. The transaction
led to a deduction of equity of 5.9 million EUR.
The re-evaluation of the put and call option on the remaining 20% increased the financial liability by 3.4 million EUR.
This was recognized in the equity.
SECUMAIL
On November 13th 2012, Speos Belgium NV-SA exercised its right to purchase the remaining 24.91% shares of
Secumail NV-SA that it did not hold for a price of 0.4 million EUR. As a result of this purchase, Speos Belgium NV-SA
became the 100% shareholder of Secumail NV-SA. On December 31st 2012 Secumail NV-SA was merged into Speos
Belgium NV-SA pursuant to the procedure provided for in article 676, 1° of the Companies Code.
LANDMARK
On December 28th 2012 bpost NV-SA purchased 51% of the shares of the California (United States) based Landmark
Global Inc. and of the Ontario (Canada) based Landmark Trade Services, Ltd. These Landmark entities provide crossborder shipping and logistics services and are specialized, in particular, in the delivery of products from the United
States to Canada. This partnership enables bpost to further expand its operations in the US. The purchase price for
the 51% share of Landmark Global Inc. and Landmark Trade Services LTD. was 10.2 million USD (7.7 million EUR), and
is subject to an adjustment in 2013 based on the EBITDA achieved in 2012 and on the net cash and net working
capital on the date of the closing.
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financial report
In addition, the agreement provides for a contingent consideration arrangement (so-called earn-out), whereby
bpost NV-SA will potentially pay two additional earn-out amounts. The amount of each earn-out payment is either
5.1 million USD (3.9 million EUR) or 7.64 million USD (5.8 million EUR) depending on the extent to which certain
pre-defined EBITDA targets are achieved in 2013 and 2014. Finally, the agreement provides that bpost NV-SA will
purchase the remaining shares of Landmark Global, INC. and Landmark Trade Services, LTD., in two tranches of
24.5% each, in 2016 and 2017. The fair value of the earn-out (11.6 million EUR) and of the contractually agreed
future purchases of the remaining shares (64.5 million EUR) are based on the business plan of Landmark Global, INC.
and Landmark Trade Services, LTD. The total amount (76.1 million EUR) is recognized as a financial liability. As the
fair value of the contractually agreed future purchase of the remaining shares exceeds the amount of the noncontrolling interest, the difference is recorded as a deduction from the equity (63.4 million EUR). The future value
of the commitment to purchase the non controlling interests is revised at each reporting period and changes in the
corresponding financial liability lead to an adjustment within equity.
The calculated goodwill could still be subject to change, as the initial purchase price will be adjusted once audited
full year 2012 figures will be available.
As the share purchase agreement was signed at the end of the year, no figures are included within the profit and loss
statement. Landmark’s statement of financial position is fully consolidated.
CARRYING AMOUNT IN THE ACQUIRED ENTITY
IN MILLION EUR
Current assets
Non-current assets
Liabilities
Net assets
Non controlling interest at proportional share
Goodwill arising on acquisition
Purchase consideration transferred
of which:
- Cash paid
- Contingent consideration
7.0
1.2
6.0
2.2
-1.1
18.2
19.3
7.7
11.6
BPOST INTERNATIONAL LOGISTICS (BEIJING) CO. LTD.
On May 14th 2012 bpost Hong Kong Ltd. completed the incorporation in the People’s Republic of China of a wholly
foreign owned entity, named bpost International Logistics Co., Ltd. based in Beijing, China. The shares are 100% held
by bpost Hong Kong Ltd. The paid in registered capital amounts to 0.67 million EUR and was contributed in full by
bpost Hong Kong Ltd.on August 30th 2012.
CITIPOST (HOLDINGS) LTD.
In October 2011, bpost acquired 100% of the shares of Citipost (Holdings) Ltd. In 2012, bpost paid a price adjustment
of 0.8 million EUR based upon the final audited figures.
CERTIPOST NV-SA
In October 2012, the Company has reached an agreement with the Finnish group Basware on the sale of the activity
of electronics document exchange as of January 2013. Certipost continues his activities for securing documents,
digital certificates and Belgian electronic cards.
100
DSV
In February 2012 bpost acquired the branch of the custom activities of DSV AIR & SEA NV-SA for an amount of
2.1 million EUR. No assets, nor liabilities are being taken over by bpost and 34 FTE have transferred to bpost, hence
the purchase price is attributed to goodwill.
6.7
Segment information
bpost’s business is organized based on business units, service units and corporate units.
Effective January 1, 2013, it has operated through two business units: the MRS business unit and the P&I business
unit. The Mail & Retail Solutions business unit (MRS) offers solutions to big customers, private and public, selfemployed workers and Small and Medium Businesses on one hand and serves the residential customers as well as all
customers using mass market channels such as the post offices, the Post Points or the bpost’s eshop to purchase
their mail products on the other hand. It also sells banking and insurance products under an agency agreement
with bpost bank and AG Insurance and offers to its clients a number of other payment products. The Parcels &
International (P&I) business unit specializes in worldwide mail, parcel and e-commerce logistics solutions (fulfillment,
handling, delivery and return management).
bpost provides products and services based on the following product lines: (i) transactional mail, (ii) advertising mail,
(iii) press, (iv) parcels, (v) value-added services, (vi) international mail, (vii) banking and financial products and (viii)
other. Turnover from the transactional mail, advertising mail, press, value-added services product lines are included
within the MRS business unit. Turnover from the international mail product line is included within the P&I business
unit. Turnover from parcels sold through the retail network, mainly C2X parcels, is included in the MRS business unit,
with the remainder of turnover from parcels included within the P&I business unit. Other turnover is allocated across
the MRS and P&I business units.
bpost has service units that support the business whose costs are recharged to the business and corporate units
using a cost allocation mechanism. The service units include the MSO unit, IOPS unit, the ICT and Service Operations
units and the Human Resources & Organization (HR&O) unit. The MSO service unit is in charge of collecting, sorting
and distributing mail and parcels in Belgium. The IOPS service unit comprises the operations of the European Mail
Center, which is located at Brussels Airport and serves as a hub for international mail and parcels.
bpost’s corporate units include Finance, Legal/Regulatory and Internal Audit and some costs related to the employee
related liabilities and provisions. The costs of the corporate units are not recharged to other units and are reported
under the category “Corporate”.
The two business units are also operating segments for financial reporting purposes. Operating income at the level
of each of these two segments captures external sales to third parties. The sum of the operating income of the
two segments, together with the operating income of the reconciling category “Corporate”, reconciles to bpost’s
operating income. bpost computes its profit from operating activities (EBIT) at the segment.
Prior to January 1, 2013 bpost operated through three business units: BIZ, RSS and P&I. BIZ business unit was
dedicated to large and medium domestic customers. The RSS business unit serves the residential customers as well as
all customers using mass market channels such as the post offices, the Post Points or the bpost’s eShop to purchase
their mail products. The RSS business unit also sells banking and insurance products under an agency agreement
with BPO and AG Insurance as well as a number of other payment products. Since January 1, 2013 BIZ and RSS have
been merged into MRS. As bpost discloses its operating segment results for the first time in the 2012 financial
statements for the periods 2010-2012, bpost has opted to present the operating segment results according to (i) the
decision making organizational unit that was in force during the period 2010-2012 and (ii) the new decision making
organizational structure that is in place as from 1 January 2013.
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financial report
The operating segments are the lowest level on which performance is assessed by the Chief Operating Decision
Maker (CODM) under the definition of IFRS 6.22. The CODM is the Board of Directors.
Following a change in the internal reporting structure as of January 1st 2012, a series of product lines have shifted
between business units. The product lines Parcels and International Mail have shifted from Mail & Retail Solutions
(MRS) to Parcels & International (P&I), whereas Transactional Mail, Advertising Mail and Press revenues registered
for a portion within P&I have been regrouped within MRS. Furthermore, some products have been transferred from
International Mail to the product line Other, from Value Added Services to Parcels activities and to product line
Other as well as some shifts between Parcels and International Mail. Taking into account these changes, the 2011
and 2010 figures at the level of the business units have been restated to reflect these changes. The restated figures
are shown under the heading “comparable”.
The table below presents the evolution per business unit, the reconciliation between the old and new structure and
the comparison between the different product structures for the year ended 31 December 2012, 2011 and 2010:
2012
comparable
2011
2011
comparable
2010
2010
1,552.5
499.5
2,052.0
342.6
1,535.0
498.2
2,033.2
318.3
1,626.0
499.5
2,125.5
226.0
1,513.5
501.8
2,015.4
283.8
1,592.4
502.7
2,095.1
204.0
Total operating income of
segments
2,394.6
2,351.6
2,351.5
2,299.2
2,299.1
2,415.7
2,364.6
2,364.6
2,317.8
2,317.8
AS AT 31 DECEMBER
IN MILLION EUR
BIZ
RSS
MRS
P&I
Corporate (Reconciling category)
21.1
13.0
13.0
18.6
18.6
There is no inter-segment nor internal operating income.
Excluding the remuneration received to provide the services as described in the Management Contract (see note 6.8),
no single external customers exceeds 10% of bpost’s operating income.
The following table introduces the revenues from external customers attributed to Belgium and to all foreign
countries in total from which bpost derives its revenues. The allocation of the revenues of the external customers is
based on their location.
AS AT 31 DECEMBER
IN MILLION EUR
Belgium
RoW
2012
2011
2010
2,258.9
156.8
2,235.3
129.3
2,203.7
114.1
2,415.7
2,364.6
2,317.8
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The following tables present EBIT1 and EAT1 information about bpost’s operating segments for the year ended
31 December 2012, 2011 and 2010, calculated on a comparable basis operating income:
AS AT 31 DECEMBER
IN MILLION EUR
2012
2011
2010
428.5
59.1
487.6
362.7
6.6
494.2
369.3
(46.3)
406.9
38.2
445.1
146.1
10.5
455.6
156.6
(87.4)
386.0
13.2
399.2
399.2
(4.1)
395.1
395.1
(72.8)
323.0
69.2
322.4
2012
2011
2010
BIZ
RSS
MRS excluding provision related to the SGEI overcompensation
MRS including provision related to the SGEI overcompensation
P&I
EAT of segments excl provision related to the SGEI overcompensation
EAT of segments incl provision related to the SGEI overcompensation
428.5
59.1
487.6
405.1
6.6
494.2
411.8
(237.6)
406.9
38.2
445.1
154.2
10.5
455.6
164.7
(222.1)
386.0
13.2
399.2
399.2
(4.1)
395.1
395.1
(185.5)
EAT
174.2
(57.4)
209.6
BIZ
RSS
MRS excluding provision related to the SGEI overcompensation
MRS including provision related to the SGEI overcompensation
P&I
EBIT of segments excl provision related to the SGEI overcompensation
EBIT of segments incl provision related to the SGEI overcompensation
EBIT
AS AT 31 DECEMBER
IN MILLION EUR
Financial income, financial costs, share of profit of associates and income tax expenses are all included reconciling
category “Corporate”.
The following table provides detailed information on the reconciling category “Corporate”:
AS AT 31 DECEMBER
IN MILLION EUR
Operating Income
Central departments (Finance, Legal, Internal Audit, CEO, …)
Other reconciliation items
2012
21.1
2011
13.0
2010
18.6
(73.8)
6.3
(71.6)
(28.8)
(69.4)
(21.9)
Operating expenses
(67.5)
(100.4)
(91.4)
EBIT
(46.3)
(87.4)
(72.8)
(237.6)
(222.1)
(185.5)
Financial Results
Income Tax expense
EAT Corporate
3.5
(53.9)
(141.0)
2.2
(5.3)
(131.6)
13.3
(20.6)
(105.4)
Profit from operating activities (EBIT) attributable to the Corporate reconciling category improved by
41.1 million EUR, to negative 46.3 million EUR for the year ended December 31, 2012 from negative 87.4 million EUR
for the year ended December 31, 2011. The improvement was primarily due to the reversal of a pending litigation
provision for 22.7 million EUR recorded in the past to cover a risk of litigation relating to off-balance sheet
transactions conducted prior to 2010, combined with variances in revenue recognition and an increase in the
1
2
EBIT: Earnings before interests and taxes
EAT: Earnings after taxes
103
financial report
amortization of actuarial gains and losses for employment benefits in 2011. The costs of the corporate units
(including Finance, Legal/Regulatory and Internal Audit) remained stable.
Assets and liabilities are not reported per segment to the Board.
6.8
Turnover
IN MILLION EUR
Turnover excluding the SGEI remuneration
SGEI remuneration
6.9
2012
2011
2010
2,073.1
322.9
2,396.0
2,021.4
320.9
2,342.3
1,953.3
325.7
2,279.0
2012
2011
2010
8.5
0.9
1.7
1.8
3.4
3.5
19.8
8.8
1.2
2.0
1.6
4.7
4.0
22.3
22.1
1.2
2.4
1.7
6.0
5.3
38.7
AS AT 31 DECEMBER
IN MILLION EUR
Gain on disposal of property, plant and equipment
Benefits in kind
Rental income of investment property
Other rental income
Third party costs recovery
Other
The third party costs recovery relates to the sales realized by the Company’s restaurants.
Other sources of operating income mainly consist of reimbursements by third parties of damages suffered by bpost
and its subsidiaries.
6.10 Other operating expense
IN MILLION EUR
Provision related to the SGEI overcompensation
Other Provisions
Local and real estate taxes
Impairment on trade receivables
Penalty competition claim
Other
2012
2011
2010
124.9
(51.1)
5.9
0.5
37.4
1.3
118.9
299.0
7.1
5.7
0.6
0.0
1.1
313.5
0.0
(8.5)
4.3
(2.2)
0.0
(0.1)
(6.6)
The evolution of the “other provisions” caption is mainly due to the following two items :
a reversal of a pending litigation provision for 22.7 million EUR. This provision has been established to cover a risk
of litigation relating to off-balance sheet transactions conducted prior to 2010. As the matter was definitively
resolved in the course of 2012, the provision was no longer necessary and was reversed. This reversal is
considered to be a non-recurring item.
A provision constituted in previous years to cover the risk of a fine following the investigation by the
Competition Commission relating to a pricing scheme, was used when the risk became certain in 2012 following
the issuance of a 37.4 million EUR fine by the Competition Commission and a charge corresponding to the fine
•
•
104
was shown as separate line item (‘Penalty competition claim’) of other operating expenses . As a result, there is
no net impact of these movements on total other operating expenses.
Note 6.29 provides more details on the evolution of the provisions.
6.11 Payroll costs
IN MILLION EUR
Employee remuneration
Compensation for termination of allowances
Social security contributions
Other personnel costs
2012
2011
2010
1,003.9
0.0
223.4
11.3
1,238.5
1,062.6
0.0
212.1
13.4
1,288.1
1,090.7
(1.0)
209.6
15.2
1,314.5
As at 31 December 2012, the headcount of bpost amounted to 29,922 (2011: 32,110) and is composed as follows:
Statutory personnel: 16,987 (2011: 18,899)
Contractual personnel: 12,935 (2011: 13,211)
•
•
The average FTE number for 2012 is 26,625 (2011: 27,973).
6.12 Financial income and financial cost
The following amounts have been included in the income statement line for the reporting periods presented:
IN MILLION EUR
2012
2011
2010
6.8
(60.6)
14.4
(19.7)
11.1
(31.7)
(53.9)
(5.4)
(20.6)
2012
2011
2010
Interest income from financial assets at fair value through P&L, designated
as such upon initial recognition
Interest income from financial assets held to maturity
Interest income from liquidities put at the disposal of the State
Interest income from short term bank deposits
Interest income from current accounts
Gain from exchange differences
Other
0.0
2.6
0.0
1.7
0.6
1.3
0.6
0.1
7.1
0.1
2.0
2.0
2.5
0.6
0.8
0.0
6.1
1.2
0.5
2.0
0.5
Financial Income
6.8
14.4
11.1
Financial income
Financial costs
Net financial result
Financial income
IN MILLION EUR
105
financial report
Financial costs
IN MILLION EUR
2012
2011
2010
Interest expense from financial liabilities at fair value through P&L,
designated as such upon initial recognition
Financial costs on benefit obligations (IAS 19)
Interest on loans
Loss from exchange differences
Impairment current/financial assets
Other finance costs
0.0
53.1
1.0
2.7
(0.3)
4.2
0.0
11.9
1.5
3.3
(0.2)
3.2
1.4
26.8
0.0
2.1
(0.9)
2.3
Financial costs
60.6
19.7
31.7
2012
2011
2010
Current tax expenses
Adjustment recognized in the current year in relation to the current tax of
prior years
Deferred tax expense relating to the origination and reversal of temporary
differences
(105.6)
(120.3)
(121.0)
18.6
6.3
4.6
(11.4)
(9.4)
11.0
Total tax expense
(98.5)
(123.4)
(105.4)
6.13 Income tax/Deferred tax
Income taxes recognized in the income statement can be detailed as follows:
AS AT 31 DECEMBER
IN MILLION EUR
Tax expense included:
The reconciliation of the effective tax rate with the aggregated weighted nominal tax rate can be summarized as
follows:
2012
2011
2010
92.7
272.7
33.99%
22.4
66.0
33.99%
107.1
315.0
33.99%
Tax effect of rates in other jurisdictions
Tax effect of non tax deductible expenses
Notional interest deduction
Tax effects prior year
Tax effect of tax losses utilized by subsidiaries
Subsidiaries in loss situation
bpost bank (equity method)
Interco adjustments
Other:
Tax effect of European Commission decision
Other differences
21.5
(6.3)
(7.7)
(2.7)
1.7
(2.4)
1.2
7.8
(8.0)
(1.2)
(1.2)
1.2
(1.5)
(0.5)
7.8
(8.9)
(4.6)
(2.9)
1.0
(9.0)
7.6
0.0
0.5
93.4
11.0
7.3
TOTAL
98.5
123.4
105.4
(98.5)
272.7
36.1%
(123.4)
66.0
187.0%
(105.4)
315.0
33.5%
IN MILLION EUR
Tax expense using statutory tax rate
Profit before income tax
Statutory tax rate
Reconciling items between statutory and effective tax
Tax using effective rate (current period)
Profit before income tax
Effective tax rate
106
In 2011, the tax effect of the European Commission decision represents the tax cost relating to the non deductible
provision of 275 million EUR generating 93.4 million EUR in tax charges in 2011.
As of 31 December 2012, bpost recognized a net deferred income tax asset of 61.0 million EUR. This net deferred
income tax asset is composed as follows:
AS AT 31 DECEMBER
IN MILLION EUR
2012
2011
2010
60.4
14.3
23.6
63.6
21.5
21.5
75.1
21.1
22.8
98.3
106.6
119.1
31.2
5.9
0.2
30.1
4.1
0.1
30.9
4.6
1.6
Total deferred tax liabilities
37.3
34.2
37.2
Net deferred tax asset
61.0
72.4
81.9
Deferred tax assets
Employee benefits
Provisions
Other
Total deferred tax asset
Deferred tax liabilities
Property plant and equipment
Intangible assets
Other
Changes in deferred tax assets and liabilities are recognized in profit or loss.
No deferred tax is recognized on temporary differences arising from investments in subsidiaries and associates,
because bpost has control on the reversal of the temporary difference and it is probable that they will not be
reversed in the foreseeable future.
The temporary differences associated with investments in subsidiaries and associates for which a deferred tax liability
has not been recognized amount to 0.7 million EUR (2011: 1.3 million EUR).
6.14 Earnings per share
In accordance with IAS 33, the basic earnings per share amounts are calculated by dividing net profit for the year
attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding
during the year.
Diluted earnings per share amounts have to be calculated by dividing the net profit attributable to ordinary equity
holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the
weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary
shares into ordinary shares.
In case of bpost, no effects of dilution affect the net profit attributable to ordinary equity holders and the weighted
average number of ordinary shares. The changes in the weighted average number of shares for the years 2010, 2011
and 2012 is due to a timing difference between the acquisition of shares by Alteris (a 100% bpost subsidiary) from
the beneficiaries of the stock option plan in 2011 and 2012 and the repurchase in December 2012 of those shares
by PIE (shareholder) from Alteris. As a result of this timing difference, treasury shares were recorded at Alteris. As a
consequence, for both 2011 and 2012, the weighted average number of ordinary shares outstanding during the year
is impacted by the Alteris-owned shares for the fraction of the year they are owned by Alteris
107
financial report
The table below reflects the income and share data used in the basic and diluted earnings per share computations,
based on the number of shares before the share split decided in the shareholders meeting in May 2013:
IN MILLION EUR
Net profit attributable to ordinary equity holders of the parent for basic
earnings
Adjustments for the effect of dilution
Net profit attributable to ordinary equity holders of the parent adjusted
for the effect of dilution
2012
2011
2010
173.3
-
(57.4)
-
209.2
-
173.3
(57.4)
209.2
407,016
-
409,013
-
409,838
-
407,016
409,013
409,838
425.78
(140.34)
510.45
425.78
(140.34)
510.45
IN NUMBER
Weighted average number of ordinary shares for basic earnings per share
Effect of dilution
Weighted average number of ordinary shares adjusted for the effect of
dilution
IN EUR
Earnings per share
parent
parent
The table below reflects the income and share data used in the basic and diluted earnings per share computations,
based on the number of shares after the share split decided in the shareholders meeting in May 2013:
IN MILLION EUR
Net profit attributable to ordinary equity holders of the parent for basic
earnings
Adjustments for the effect of dilution
Net profit attributable to ordinary equity holders of the parent adjusted
for the effect of dilution
2012
2011
2010
173.3
-
(57.4)
-
209.2
-
173.3
(57.4)
209.2
198.6
-
199.6
-
200.0
-
198.6
199.6
200.0
0.87
(0.29)
1.05
0.87
(0.29)
1.05
IN MILLION SHARES
Weighted average number of ordinary shares for basic earnings per share
Effect of dilution
Weighted average number of ordinary shares adjusted for the effect of
dilution
IN EUR
Earnings per share
parent
parent
108
6.15 Property, plant and equipment
FIXTURES
AND
FITTINGS
OTHER
PROPERTY,
PLANT AND
EQUIPMENT
TOTAL
LAND AND
BUILDINGS
PLANT AND
EQUIPMENT
FURNITURE
AND
VEHICLES
845.5
249.2
233.1
60.3
3.8
1,391.9
(12.1)
5.7
0.0
0.0
0.0
2.0
(5.3)
(9.9)
0.0
2.2
(17.4)
0.0
Balance at 31 December 2010
839.4
255.2
238.1
61.7
13.9
1,408.2
Balance at 1 January 2011
839.4
255.2
238.1
61.7
13.9
1,408.2
(4.3)
5.5
0.0
0.0
0.0
0.0
(2.4)
(5.3)
0.0
0.0
(6.7)
0.1
844.4
260.9
242.7
73.8
27.9
1,449.7
844.4
260.9
242.7
73.8
27.9
1,449.7
(2.5)
1.3
0.0
0.0
0.0
(0.0)
(1.2)
(1.2)
0.0
(0.1)
(3.7)
(0.0)
874.1
260.0
211.5
65.9
36.4
1,447.9
-
-
-
-
7.4
7.4
-
-
-
-
7.4
7.4
-
-
-
-
7.4
7.4
-
-
-
-
7.4
7.4
-
-
-
-
7.4
7.4
-
-
-
-
7.4
7.4
IN MILLION EUR
Acquisition cost
Acquisitions
Acquisitions through business combinations
Disposals
Assets classified as held for sale or investment
property
Other movements
Acquisitions
Disposals
property
Other movements
Acquisitions
Disposals
property
Other movements
Revaluation
0.3
0.0
(0.1)
3.9
0.0
0.0
30.5
0.0
0.4
7.9
0.0
(1.9)
6.9
0.0
(1.2)
6.7
0.0
(7.5)
19.7
0.0
(16.7)
17.3
0.0
(12.7)
10.8
0.3
(42.3)
21.3
0.0
(4.7)
24.6
0.0
(4.8)
0.5
0.0
(6.0)
7.9
0.0
0.0
14.0
0.0
0.0
8.6
0.0
0.1
57.1
0.0
(23.4)
66.8
0.0
(18.7)
57.0
0.3
(55.5)
109
financial report
OTHER
PROPERTY,
PLANT AND
EQUIPMENT
TOTAL
-
(731.2)
2.8
6.7
0.0
0.0
10.9
(0.0)
(179.4)
(43.3)
(3.4)
(792.8)
(182.6)
(179.4)
(43.3)
(3.4)
(792.8)
4.8
(5.1)
0.0
0.0
0.0
0.3
0.8
5.1
0.0
(0.3)
5.6
0.0
(403.7)
(199.0)
(191.6)
(50.3)
(3.7)
(848.2)
(403.7)
(199.0)
(191.6)
(50.3)
(3.7)
(848.2)
1.9
(1.3)
0.0
1.3
0.0
1.9
2.6
(2.0)
0.0
0.0
4.5
(0.0)
(440.5)
(205.2)
(167.0)
(50.4)
(3.7)
(866.7)
455.2
440.7
72.6
61.9
58.7
51.1
18.3
23.4
17.9
31.7
622.8
608.8
433.6
54.9
44.5
15.4
40.1
588.5
LAND AND
BUILDINGS
PLANT AND
EQUIPMENT
FURNITURE
AND
VEHICLES
FIXTURES
AND
FITTINGS
(365.9)
(165.6)
(165.6)
(34.1)
0.0
4.7
0.0
(17.6)
(5.7)
0.0
0.0
0.0
0.0
(3.4)
8.1
(6.7)
0.0
(0.0)
0.0
0.0
(384.1)
(182.6)
(384.1)
IN MILLION EUR
Depreciation and impairment losses
Disposals
Disposals through the sale of subsidiaries
Depreciation
Impairment losses
property
Other increase (decrease)
Disposals
Depreciation
Impairment losses
property
Disposals
Depreciation
Impairment losses
property
Carrying amount
At 31 December 2010
At 31 December 2011
At 31 December 2012
0.0
0.1
0.0
(20.2)
0.4
0.0
0.0
0.0
(20.4)
1.2
0.0
(0.4)
0.0
(36.9)
(0.2)
0.0
1.9
0.0
(14.8)
(4.1)
0.0
1.2
0.0
(14.3)
(3.2)
0.0
7.5
0.0
(14.2)
(0.8)
0.0
16.7
0.0
(23.5)
(6.9)
0.0
12.7
0.0
(21.6)
(3.6)
0.0
42.3
0.0
(19.1)
(0.5)
0.0
4.8
0.0
(16.3)
(1.4)
0.0
6.0
0.0
(1.1)
(5.7)
0.0
0.0
0.0
0.0
0.0
0.0
(0.1)
0.0
0.1
0.0
0.0
23.4
0.0
(76.1)
(19.7)
0.0
18.7
0.0
(72.7)
(7.1)
0.0
55.5
0.0
(71.3)
(7.2)
Property, plant and equipment decreased from 608.8 million EUR to 588.5 million EUR, i.e. by 20.3 million EUR. This
decrease is explained by:
New acquisitions (57.0 million EUR) mainly relating to production facilities for sorting and printing activities
(19.0 million EUR), mail and retail network infrastructure (17.8 million EUR), ATM- and security infrastructure
(7.7 million EUR), IT- and other infrastructure (12.5 million EUR)
Depreciation & impairment losses (78.5 million EUR)
Transfer to assets held for sale (2.0 million EUR) and from investment property (2.9 million EUR)
•
•
•
All amortization and impairment charges are included in the section “Depreciation, amortization” of the income
statement.
110
6.16 Investment property
IN MILLION EUR
LAND AND BUILDINGS
Acquisition cost
35.1
43.7
43.7
43.4
43.4
Acquisitions
Transfer from/to other asset categories
Acquisitions
Acquisitions
Depreciation and impairment losses
0.0
8.7
0.0
(0.3)
(5.7)
37.7
(19.2)
(24.3)
(24.3)
(25.2)
(25.2)
Depreciations
Impairment losses
Depreciations
Impairment losses
Depreciations
Impairment losses
Carrying amount
At 31 December 2010
At 31 December 2011
At 31 December 2012
(0.1)
0.0
(4.9)
(0.1)
(0.8)
(0.2)
2.8
(22.6)
19.5
18.2
15.2
Investment property mainly relates to apartments located in buildings used as post offices. Investment properties are
carried at acquisition cost less any accumulated depreciation and less any impairment loss. The depreciation amount
is allocated on a systematic basis over their useful life (in general 40 years).
The rental income of the investment property amounts to 1.7 million EUR (2011: 2.0 million EUR). The estimated fair
value of the investment property decreased from 41.3 million EUR to 34.8 million EUR or by 6.5 million EUR driven by
a reduction in the number of properties rented out.
111
financial report
6.17 Assets held for sale
AS AT 31 DECEMBER
IN MILLION EUR
2012
2011
2010
0.3
0.3
0.5
0.5
1.6
1.6
Assets held for sale decreased from 0.5 million EUR to 0.3 million EUR. The decrease by 0.2 million EUR is due to
deeds signed in 2012 (2.2 million EUR) partially counterbalanced by new sales’ agreements signed in 2012 (2.0 million
EUR).
The number of buildings recognized in assets held for sale decrease from 4 at the end of 2011 to 3 at the end of
2012. These assets are retail outlets which are vacant as a consequence of the optimization of the post offices
network.
Profits on disposal of 8.5 million EUR (2011: 8.8 million EUR) were accounted for in the income statement in the
section “Other operating income”. In 2012, no impairment charges were recorded for in the section “Depreciation,
amortization” (2011: 0.2 million EUR).
6.18 Intangible assets
GOODWILL
DEVELOPMENT
SOFTWARE
OTHER
INTANGIBLE
ASSETS
TOTAL
37.0
87.9
87.8
9.1
0.0
(8.8)
0.0
0.0
(3.7)
7.3
1.0
(0.0)
0.0
0.0
0.0
3.7
220.1
37.4
89.0
84.4
12.1
222.9
37.4
89.0
84.4
12.1
222.9
40.8
92.7
92.1
12.2
237.7
40.8
20.8
0.0
0.0
0.0
0.0
0.0
92.7
15.2
0.0
(12.7)
0.0
0.0
(0.1)
92.1
12.2
237.7
61.6
95.0
100.0
12.6
269.3
IN MILLION EUR
Acquisition cost
Acquisitions
Acquisitions and additions through business combinations
Disposals
Transfer to other asset categories
Other movements
Acquisitions
Disposals
Other movements
Acquisitions
Disposals
Other movements
0.0
0.4
0.0
0.0
0.0
0.0
3.4
0.0
0.0
0.0
0.0
0.0
1.2
0.0
(0.2)
0.0
0.0
0.0
3.8
0.0
0.0
0.0
0.0
-0.2
7.6
0.0
0.0
0.0
0.0
0.0
9.4
0.9
(2.5)
0.0
0.0
0.1
0.0
0.1
0.0
0.0
0.0
0.0
0.5
0.0
0.0
0.0
0.0
0.0
11.4
0.4
(9.0)
0.0
0.0
0.0
14.8
0.1
0.0
0.0
0.0
(0.1)
45.9
0.9
(15.2)
0.0
0.0
0.0
112
GOODWILL
DEVELOPMENT
SOFTWARE
OTHER
INTANGIBLE
ASSETS
TOTAL
(12.1)
(69.1)
(56.1)
(2.9)
(140.2)
(13.2)
(75.7)
(57.3)
(7.3)
(153.5)
(13.2)
(75.7)
(57.3)
(7.3)
(153.5)
(13.2)
(80.7)
(64.9)
(8.9)
(167.7)
(13.2)
(80.7)
(64.9)
(8.9)
(167.7)
(13.2)
(78.2)
(71.9)
(10.4)
(173.7)
24.2
27.6
13.3
11.9
27.1
27.2
4.7
3.2
69.3
70.0
48.4
16.8
28.1
2.3
95.5
IN MILLION EUR
Amortization and impairment losses
Disposals
Amortization
Impairment losses
Other movements
Disposals
Amortization
Impairment losses
Other movements
Disposals
Amortization
Impairment losses
Other movements
Carrying amount
At 31 December 2010
At 31 December 2011
At 31 December 2012
0.0
0.0
0.0
0.0
(1.2)
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.2
0.0
(7.5)
0.8
0.0
0.0
0.0
0.0
0.0
(5.7)
0.7
0.0
0.0
0.0
12.7
0.0
(5.4)
(4.9)
0.0
0.1
0.0
8.8
0.0
(12.9)
0.0
0.0
3.0
0.0
0.0
0.0
(7.6)
0.0
0.0
0.0
0.0
2.5
0.0
(9.3)
(0.2)
0.0
(0.1)
0.0
0.0
0.0
(1.4)
0.0
0.0
(3.0)
(0.1)
0.0
0.0
(1.5)
0.0
0.0
0.0
0.0
0.0
0.0
(1.5)
0.0
0.0
0.0
0.0
9.0
0.0
(21.9)
(0.4)
0.0
0.0
(0.1)
0.0
0.0
(14.7)
0.7
0.0
0.0
0.0
15.2
0.0
(16.2)
(5.1)
0.0
0.0
Intangible assets increased from 70.0 million EUR to 95.5 million EUR or by 25.5 million EUR. This increase can be
decomposed as follows:
Goodwill increase (20.8 million EUR) mainly as a result of the Landmark acquisition (18.2 million EUR), goodwill
on the acquisition of the customs activity of DSV (2.1 million EUR) and share price adjustment relating to the
acquisition of bpost Asia (0.8 million EUR)
Investments in software and licenses (9.4 million EUR), development costs capitalized (15.2 million EUR), business
combinations effects (0.9 million EUR) and other intangible assets (0.5 million EUR)
Amortization & impairment losses (21.3 million EUR)
•
•
•
All amortization and impairment charges are included in the section “Depreciation, amortization” of the income
statement.
The carrying value of goodwill arising on cash-generating units of 48.4 million EUR (2011: 27.6 million EUR) is for 50%
related to acquisitions of cash-generating units in 2012 and 2011. In line with the Group’s accounting policy, this
goodwill has been reviewed for impairment. An impairment loss is recognized for the amount by which the carrying
value of an asset or cash generating unit exceeds the recoverable amount. The recoverable amount is the higher of
net realisable value and value in use.
113
financial report
The carrying value of all these cash-generating units, excluding interest bearing and tax related assets and liabilities
represents, on average, a multiple of 4.2 on operating profit before exceptional items. The net realizable value of
these cash-generating units, for purposes of the impairment review (i.e. the ‘fair value less costs to sell’), has been
assessed with reference to earnings multiples for recently acquired business combinations. On this basis, the net
realizable value has been assessed to be in excess of the carrying value. For none of the current cash-generating
units, impairment had to be recognized.
The earnings multiples referenced would need to reduce by about 30% to reduce the net realizable value below the
carrying value of all cash-generating units.
Besides the goodwill, there are no other intangible assets with indefinite useful lives.
6.19 Lease
Finance Lease
The finance lease liabilities as of December 31, 2012 relate to the Saint-Denis building, leased machinery and vehicles.
The building was acquired in the context of the disposal of Asterion.
The net carrying amount and useful lives of the leased assets are as follows:
IN MILLION EUR
Land and Buildings (Saint-Denis)
Machinery and equipment
Vehicles
USEFUL LIVES
CARRYING AMOUNT DEC 31, 2012
25 years
5 years
5 years
2.3
0.4
0.0
The future minimum finance lease payments at the end of each reporting period under review were as follows:
AS AT 31 DECEMBER
IN MILLION EUR
2012
2011
2010
Within 1 year
1 to 5 years
More than 5 years
0.4
0.7
0.0
0.6
1.1
0.0
0.9
1.7
0.0
Total
1.1
1.7
2.5
Less
Future finance costs
0.1
0.1
0.2
Within 1 year
1 to 5 years
More than 5 years
0.4
0.7
0.0
0.5
1.0
-
0.8
1.6
-
Total
1.0
1.6
2.3
Minimum lease payments
Present value of the minimum lease payments
The financial lease agreements include fixed lease payments and a purchase option at the end of lease term.
114
Operating Lease
The group’s future minimum operating lease payments are as follows:
IN MILLION EUR
2012
2011
2010
56.7
138.0
77.5
272.2
58.4
128.8
78.9
266.1
48.5
130.0
68.1
246.6
Less than one year
Between one year and five years
More than five years
The operating leases relate to buildings and vehicles. Lease payments are recognized as an expense in the section
“Services and other goods” for an amount of 65.3 million EUR (2011: 63.8 million EUR).
The operational lease agreements include fixed lease payments. The risks and rewards incidental to the ownership are
not transferred to bpost.
The group’s future minimum operating lease income is as follows and relates to buildings:
IN MILLION EUR
2012
2011
2010
3.4
10.8
9.3
23.5
3.7
15.0
19.1
37.8
2.7
11.4
11.8
25.9
Less than one year
Between one year and five years
More than five years
The income that is related to operational lease agreements is recognized in the section “Other operating income” for
an amount of 3.5 million EUR (2011: 3.6 million EUR).
6.20 Investment securities
IN MILLION EUR
TOTAL
NON
CURRENT
INVESTMENTS
FINANCIAL ASSETS AT FAIR VALUE
THROUGH PROFIT
AND LOSS, DESIGNAT- FINANCIAL
ED AS SUCH UPON
ASSETS
INITIAL RECOGNIHELD TO
TION MATURITY
TOTAL CURRENT INVESTMENTS
TOTAL
Acquisition cost
Acquisitions
Changes in fair value
Disposals
-
125.3
25.1
(125.2)
6.1
-
-
125.3
125.3
(125.2)
(125.2)
25.2
6.1
31.3
31.3
31.2
31.2
115
financial report
IN MILLION EUR
TOTAL
NON
CURRENT
INVESTMENTS
FINANCIAL ASSETS AT FAIR VALUE
THROUGH PROFIT
AND LOSS, DESIGNAT- FINANCIAL
ED AS SUCH UPON
ASSETS
INITIAL RECOGNIHELD TO
TION MATURITY
25.2
Acquisitions
Disposals
(25.2)
6.1
3,980.1
(3,470.6)
(3,495.8)
(3,495.8)
515.6
515.6
515.6
515.6
515.6
2,369.1
2,369.1
2,369.1
(2,862.7)
(2,862.7)
(2,862.7)
22.0
22.0
22.0
Other movements
31.3
3,980.1
Impairment losses
31.3
TOTAL
3,980.1
515.6
Acquisitions
Disposals
TOTAL CURRENT INVESTMENTS
-
-
-
-
-
-
-
-
-
-
-
-
6.1
515.6
31.3
515.6
31.3
515.6
22.0
22.0
22.0
Other movements
Other movements
Carrying amount
At 31 December 2010
At 31 December 2011
25.2
At 31 December 2012
For all three years under review, the investment securities met the definition of cash & cash equivalents as defined
by IAS 7.
6.21 Investment in associates
IN MILLION EUR
Balance at 1 January
Share of profit
Other movements in equity of associates
Balance at 31 December
2012
2011
2010
84.3
131.2
175.1
351.6
84.3
131.2
3.5
263.8
2.2
(49.4)
13.3
(57.1)
116
Share of profit/loss
In 2012, the amount is composed of bpost’s share in the profit of bpost bank of 3.5 million EUR. Last year, the share
of profit was composed of bpost bank’s profit amounting to 2.2 million EUR.
Dividends received
In 2011 and 2012, no dividend originating from associate companies was attributed to bpost.
Other movements
The amount represents the impact of the unrealized gains on bpost bank’s bond portfolio (263.8 million EUR).
An overview of the selected financial figures of the associates is presented in the following tables.
IN MILLION EUR
2011
bpost bank
2012
bpost bank
OWNERSHIP
TOTAL ASSETS
TOTAL
LIABILITIES
(excl. equity)
50%
8,039.8
7,871.3
378.6
4.4
50%
9,535.5
8,832.3
355.9
7.1
2012
2011
2010
0.0
0.9
0.9
0.1
0.7
0.8
0.0
0.9
0.9
2012
2011
2010
354.7
0.8
39.2
394.6
364.6
0.5
31.9
397.0
359.5
1.1
30.7
391.3
2012
2011
2010
24.7
10.9
3.6
39.2
16.3
13.4
2.2
31.9
15.6
12.1
3.0
30.7
REVENUES
PROFIT/ (LOSS)
6.22 Trade and other receivables
AS AT 31 DECEMBER
IN MILLION EUR
Trade receivables
Other receivables
Non-current trade and other receivables
AS AT 31 DECEMBER
IN MILLION EUR
Trade receivables
Tax receivables, other than income tax
Other receivables
Current trade and other receivables
AS AT 31 DECEMBER
IN MILLION EUR
Accrued income
Deferred charges
Other receivables
Current - Other receivables
117
financial report
The non-current receivables are considered as a reasonable approximation of the fair value of this financial asset,
as it is expected to be paid within a short timeframe, making the impact of the time value of money is not
significant.
Current trade receivables amount include third-party trade debtors (166.9 million EUR), receivables from the State
(88.9 million EUR), invoices to be issued (8.3 million EUR) credit notes to be received, suppliers with debit balance
mainly terminal dues related (53.8 million EUR) and prepayments (34.1 million EUR).
Tax receivables relate to the outstanding VAT amounts to be received.
Within current receivables, “Other receivables” consist almost entirely of accrued income and deferred charges. The
main items herein are the commission to be received from bpost bank (18.5 million EUR), prepaid rent and other
accruals.
Trade and other receivables are mainly short-term. The carrying amounts are considered to be a reasonable
approximation of the fair value.
6.23 Inventories
AS AT 31 DECEMBER
IN MILLION EUR
Raw materials
Finished products
Goods purchased for resale
Reductions in value
Inventories
2012
2011
2010
1.4
1.9
4.6
(0.9)
1.8
2.8
4.9
(1.3)
1.9
2.3
5.6
(2.1)
7.0
8.2
7.7
Raw materials include consumables, i.e. materials used for printing purposes. Finished products are stamps available
for sale. Goods purchased for resale mainly include postograms, post cards, and supplies for resale.
In 2012, an amount of 1.9 million EUR (2011: -0.3 million EUR) is recognized in the section ‘Material cost’. This figure
represents the stock variation of the different product types.
6.24 Cash and cash equivalents
2012
2011
2010
Cash in Postal network
Transit accounts
Cash payment transactions under execution
Bank current accounts
Liquidities deposited with the State Treasury
Short term deposits
128.9
18.1
(130.8)
675.0
0.0
0.0
138.7
10.3
(122.5)
297.7
0.0
302.5
210.0
(1.6)
(169.0)
376.1
0.0
700.0
691.2
626.7
1,115.5
AS AT 31 DECEMBER IN MILLION EUR
Since 2010, the quasi cash pool (between bpost and the State Treasury) is no longer operating. As a result, bpost has
deposited its available cash with third party bank accounts.
118
The cash of the funding not yet disbursed on the date of the closing is shown in the ‘Cash in Postal Network’ and in
the ‘Bank current accounts’ on the one hand and as negative cash in ‘Cash payment transactions under execution’ so
that the net impact of the funding on the Company’s cash position is nil.
6.25 Financial liabilities
AS AT 31 DECEMBER
IN MILLION EUR
Financial liabilities at amortized cost
Bank loans
Finance lease liabilities
Non-current liabilities
AS AT 31 DECEMBER
IN MILLION EUR
Financial liabilities at amortized cost
Bank loans
Other loans
Finance lease liabilities
Current liabilities
2012
2011
2010
82.0
0.7
91.2
1.0
100.0
1.6
82.7
92.2
101.6
2012
2011
2010
9.2
1.6
0.4
9.2
0.0
0.5
0.8
11.2
9.7
0.8
The financial liabilities consist mainly of a bank loan, with an outstanding balance of 91.1 million EUR, concluded in
2007 with the European Investment Bank. The tranche of the loan repayable in 2013 and amounting to 9.1 million
EUR was transferred to the current financial liabilities. The last repayment will take place in 2022.
6.26 Employee benefits
bpost grants its active and retired personnel post-employment benefits, long-term benefits, other long term benefits
and termination benefits. These benefit plans have been valued in conformity with IAS 19. Some of them originate
from measures negotiated in the framework of Collective Labor Agreement (‘CLA’). The benefits granted under
these plans differ according to the three categories of employees of bpost: civil servants (also known as statutory
employees), baremic contractual employees (as from 2010, included the auxiliary agents category) and non-baremic
contractual employees.
The employee benefits are as follow:
AS AT 31 DECEMBER
IN MILLION EUR
2012
2011
2010
TOTAL
(364.1)
(379.8)
(378.8)
Long-term employee benefits
Other long-term benefits
(68.7)
(124.8)
(28.8)
(141.8)
(68.1)
(157.9)
(38.8)
(115.0)
(52.4)
(166.9)
(42.3)
(117.2)
Net of the deferred tax asset related to them, employee benefits amount to 303.7 million EUR (2011: 316.2 million
EUR).
119
financial report
AS AT 31 DECEMBER
IN MILLION EUR
2012
2011
2010
(364.1)
60.4
(379.8)
63.6
(378.8)
75.1
(303.7)
(316.2)
(303.7)
2012
2011
2010
(378.1)
-
(387.0)
-
(406.4)
-
Present value of net obligations for unfunded plan
(378.1)
(387.0)
(406.4)
Present value of net obligations
(378.1)
(387.0)
(406.4)
Net liability
(364.1)
(379.8)
(378.8)
(364.1)
(379.8)
(378.8)
(364.1)
(379.8)
(378.8)
IN MILLION EUR
2012
2011
2010
Present value at 1 January
(387.0)
(406.4)
(400.3)
Defined benefit obligation at 31 December
(378.1)
(387.0)
(406.4)
2012
2011
2010
(30.8)
(14.0)
(14.6)
2.1
21.1
(32.9)
(38.5)
5.6
(13.2)
(7.3)
(15.4)
(0.0)
(20.6)
3.4
(24.0)
(26.4)
(0.4)
(27.3)
(16.7)
21.2
(22.7)
(10.1)
(12.7)
(69.1)
(56.5)
(72.3)
Employee benefits
Deferred tax assets impact
Employee benefits net of deferred tax
bpost’s net liability for employee benefits comprises the following:
AS AT 31 DECEMBER
IN MILLION EUR
Present value of total obligations
Fair value of plan assets
Unrecognized actuarial (gains)/losses
Employee benefits amounts in the statement of financial position
Liabilities
Net liability
14.0
7.2
27.6
The changes in the present value of the obligations are as follows:
Service cost
Termination expenses
Termination costs of CLA 2010
Interest cost
Past service (cost)/gain
Effect of part settlement
Actuarial (costs)/gains
Benefits paid
(30.8)
(14.0)
(14.6)
2.1
21.1
(39.7)
84.8
(13.2)
(7.3)
(15.4)
0.0
0.0
(0.2)
55.5
(26.4)
(0.4)
(27.3)
(16.7)
21.2
(21.1)
64.6
The expense recognized in the income statement is presented hereafter:
IN MILLION EUR
Service cost
Interest cost
Actuarial gains and (losses)
of which reported as financial
of which reported as operating
Net expense
120
The service cost recorded in 2012 includes the costs relating to the part-time plan (14.0 million EUR).
Actuarial gains and losses, caused by changes in discount rates, are booked as a financial cost. In all other cases,
actuarial gains and losses are recorded as operating expenses.
In 2012, the Collective Labor Agreements negotiated in March 2012 have triggered the elimination of a number of
sick-days for some specific civil servants in exchange for the payment of a compensation. As a result, the defined
benefit obligation decreased and generated an operating gain of this part settlement of 21.1 million EUR. This
income was considered as significant non-recurring.
In 2010, the source of the non-recurring significant item related to changes in the rules of a plan following the
Collective Labor Agreements, amounting to 21.2 million EUR, covering the years 2009, 2010 and 2011.
In December 2010, the Company announced its intention to introduce a scheme under which employees who will
reach the age of 58 by 31 December 2012, who work in certain departments and which functions became redundant
and who are not replaced will have the possibility to apply for early retirement. In January 2011, the representatives
of the workforce and the Company approved the proposed scheme. The cost of the scheme was estimated at
27.3 million EUR and a non-recurring charge of that amount was recorded in the 2010 income statement, given its
significant impact in the Company’s financial statements. During the reference period 2010-2012, this was by far
the largest transformation plan and impacted several departments simultaneously. As far as the subsequent early
retirement plans are concerned, their impact and scope was significantly reduced and most importantly they were
part of the “business as usual” natural attrition levers. However, it is clear that the Company does not negotiate such
schemes with the labor unions on a systematic basis, but rather depending on the circumstances at a certain point
in time.
Interest costs and financial actuarial gains or losses have been recorded as financial costs. All other expenses
summarized above were included in the income statement line item “Payroll costs”.
bpost recognizes all actuarial gains and losses of post-employment benefits in accordance with the corridor approach
through profit and loss. As from financial year 2010, bpost adopted a new systematic method for faster recognition
of actuarial gains and losses for post-employments benefits: Accumulated actuarial gains or losses, in excess of
10% of the maximum of the Defined Benefit Obligation and the Fair Value of Assets, are amortized over two years
(or average remaining service period for the active population, if shorter than two years). The expense for 2012
calculated as explained here above amounts to 6.1 million EUR (2011: 19 million EUR). All net actuarial gains or losses
amortized in the yearly expense are recognized as operating costs.
IN MILLION EUR
2012
2011
2010
Payroll costs
Financial cost
(16.0)
(53.1)
(44.5)
(12.0)
(45.5)
(26.8)
Net expense
(69.1)
(56.5)
(72.3)
The main assumptions used in computing the benefit obligations at the statement of financial position date are the
following:
Rate of inflation (long term)
Future salary increase
Mortality tables
2012
2011
2010
2.0%
3.0%
MR/FR
2.0%
3.0%
MR/FR
1.9%
2.9%
MR/FR
121
financial report
The discount rates have been determined by reference to market yields at the statement of financial position date.
The discount rates used in 2012 range from 1.0% to 3.2% (2011: 3.6% to 5.3%):
BENEFIT
Discount rate
31/12/2011
Family allowances
Transportation
Bank
Funeral expense
Gratification
Accumulated compensated absences
Workers compensation in case of accidents
Pension saving days
Jubilee Premiums
4.35%
4.85%
5.30%
4.35%
4.35%
3.60%
5.10%
4.35%
4.35%
31/12/2012
2.50%
3.00%
3.25%
2.65%
2.50%
1.00%
3.10%
2.65%
2.50%
In November 2011, the Belgian Government has adopted new measures concerning the adaptation of the legal
retirement age and the new conditions of part-time career interruption. The intention of bpost is to do everything
possible to minimize their potential impact. At this moment, it is not possible to estimate the potential financial
impact of the new law and its application on the Defined Obligation Benefits of bpost.
Post-employment benefits include family allowances, transport costs, bank costs, funerary costs and retirement gifts.
As all employees are members of the normal State pension scheme, bpost does not carry any pension liability above
and beyond the post-employment benefits described in the following paragraphs.
Family allowances
The civil servants of bpost (both active and pensioners) with children at their charge (youths and disabled) receive a
family allowance from Office National d’Allocations Familiales pour Travailleurs Salariés (ONAFTS) – Rijksdienst voor
Kinderbijslag voor Werknemers (RKW). These costs are then re-invoiced to bpost.
Transportation
Inactive civil servants as well as their family members are entitled to personal vouchers that can be exchanged for a
transport ticket for a trip in Belgium or for a price reduction on other transport tickets. When an affiliated worker or
retired worker dies, the spouse and children continue to receive this benefit under some conditions.
As from 1 January 2012, widow(er)s and orphans as relatives from inactive civil servants are no more eligible for this
benefit. The gain of this change in plan is recognized for 2.2 million EUR in the 2012 consolidated income statement.
Bank
All active members, pre-pensioners and pensioners that have a “Postcheque” account in which their salary/pension
is paid, benefit from a reduction of the fees charged on the current account as well as favorable interest rates on
savings accounts, savings certificates, investment funds and loans.
122
bpost’s net liability for employee post-employment benefits comprises the following:
AS AT 31 DECEMBER
IN MILLION EUR
2012
2011
2010
(82.7)
-
(75.3)
-
(80.1)
-
(82.7)
(75.3)
(80.1)
(82.7)
(75.3)
(80.1)
Net liability
(68.7)
(68.1)
(52.4)
(68.7)
(68.1)
(52.4)
(68.7)
(68.1)
(52.4)
2012
2011
2010
(75.3)
(80.1)
(73.4)
(82.7)
(75.3)
(80.1)
2012
2011
2010
(0.9)
(3.3)
2.2
(6.1)
0.0
(6.1)
(1.1)
(3.5)
(0.0)
(19.0)
0.0
(19.0)
(1.0)
(3.5)
0.0
(11.5)
0.0
(11.5)
(8.1)
(23.6)
(16.0)
2012
2011
2010
Payroll costs
Financial cost
(4.8)
(3.3)
(20.1)
(3.5)
(12.5)
(3.5)
Net expense
(8.1)
(23.6)
(16.0)
Liabilities
Net liability
14.0
7.2
27.6
IN MILLION EUR
Service cost
Interest cost
Actuarial gains
Benefits paid
(0.9)
(3.3)
2.2
(12.9)
7.6
(1.1)
(3.5)
(0.0)
1.5
7.9
(1.0)
(3.5)
0.0
(10.0)
7.8
IN MILLION EUR
Service cost
Interest cost
Net expense
The impact on payroll costs and financial costs is presented hereafter:
IN MILLION EUR
financial report
Long-term employee benefits
Long-term employee benefits include accumulated compensated absences, pension saving days and part-time
benefits.
Accumulated Compensated Absences
Civil servants are entitled to 21 sick-days per year. During these 21 days and if they have received the appropriate
note from a doctor, they receive 100% of their salary. If any given year, a civil servant is absent less than 21 days, the
balance of the un-used sickness days is carried over to the following years up to a maximum of 63 days as from April
2012 instead of 300 days previously. Employees who are ill for more than 21 days during a year will first use up the
year’s allotment and then use the days carried over from previous years as per their individual account. During this
period, they will receive their full salary. Once the allotment of the year and the days carried over are used up, they
receive reduced payments.
Both the full salary paid under the “sick days” scheme and the reduced payments beyond that are costs incurred by
bpost.
There have been no modifications to the calculation methodology comparatively to 2011. The valuation is based on
the future “projected payments / cash outflows”. The cash outflows are calculated for the totality of the population
considered, based on a certain consumption pattern, derived from the statistics over the 12 months of 2012. The
individual notional accounts are projected for the future and decreased by the actual number of days of illness.
The annual payment is the number of days used (and limited by the number of days in the savings account)
multiplied by the difference between the projected salary (increased with social charges) at 100% and the reduced
payments. The relevant withdrawal and mortality rates have been applied together with the discount rate applicable
to the duration of the benefit.
The Collective Labor Agreements for the years 2010-2011 and the CLA negotiated in March 2012 have triggered,
respectively in 2010 and 2012, the elimination of a number of sick-days for some specific civil servants in exchange
for the payment of a compensation.
Pension saving days
Civil servants have the possibility to convert the unused sick days above the 63 days in their ‘notional’ account (see
above “Accumulated Compensated Absences “ benefit) in pension saving days (7 sick days per 1 pension saving day)
and to convert each year a maximum of 3 days of extra-legal holidays. Contractual employees with a permanent
contract are entitled to a maximum of 2 pension saving days per year and have the possibility to convert each year a
maximum of 3 days of extra-legal holidays. The pension saving days are accumulated year over year and can be used
as from the age of 50.
The methodology of valuation is based on the same approach as the benefit “Accumulated Compensated Absences“.
The valuation is based on the future “projected payments / cash outflows”. These are calculated for the totality of
the population considered, based on a certain “consumption” pattern, derived from the statistics over the 12 months
of 2012, as provided by the human resource department. The individual “pension saving days” accounts are projected
per person and decreased by the actual number of used pension saving days.
The annual payment is the number of pension saving days used multiplied by the projected daily salary (increased
with social charges, holiday pay, end of year premium, management and integration premium). The relevant
withdrawal and mortality rates have been applied together with the discount rate applicable to the duration of the
benefit.
123
124
Part-time regime (50+)
Under the Collective Labor Agreements covering respectively the years 2007-2008, 2009-2010 and 2011, statutory
employees, aged between 50 and 59 , are entitled to enter into a system of partial (50%) career interruption. bpost
makes contributions equal to 7.5% of the gross annual salary for a period of a maximum of 48 months.
The Framework Agreement of 20 December 2012 approved a new plan of specific partial (50%) career interruption
accessible to the distributors aged as from 54 years old and to the other employees aged as from 55 years old.
bpost makes contributions equal to 7.5% of the gross annual salary for a period of a maximum of 72 months for the
distributors agents and 48 months for the other beneficiaries of the plan.
bpost’s net liability for employee long-term benefits comprises the following:
AS AT 31 DECEMBER
IN MILLION EUR
2012
2011
2010
(124.8)
-
(158.0)
-
(166.9)
-
(124.8)
(158.0)
(166.9)
(124.8)
(158.0)
(166.9)
Net liability
(124.8)
(158.0)
(166.9)
(124.8)
(158.0)
(166.9)
(124.8)
(158.0)
(166.9)
IN MILLION EUR
2012
2011
2010
(158.0)
(166.9)
(183.1)
(124.8)
(158.0)
(166.9)
2012
2011
2010
(28.0)
(5.1)
0.0
21.1
(4.1)
(9.6)
5.5
(11.1)
(5.6)
0.0
0.0
0.4
1.2
(0.8)
(25.4)
(6.9)
0.0
21.2
(5.4)
(3.3)
(2.1)
(16.1)
(16.3)
(16.5)
Liabilities
Net liability
-
-
-
Service cost
Interest cost
Actuarial (costs)/ gains
Benefits paid
(28.0)
(5.1)
0.0
21.1
(4.1)
49.3
(11.1)
(5.6)
0.0
0.0
0.4
25.3
(25.4)
(6.9)
0.0
21.2
(5.4)
32.7
IN MILLION EUR
Service cost
Interest cost
Net expense
125
financial report
IN MILLION EUR
2012
2011
2010
Payroll costs
Financial cost
(1.4)
(14.7)
(11.9)
(4.4)
(6.3)
(10.2)
Net expense
(16.1)
(16.3)
(16.5)
Early Retirement scheme
At the end of 2012, the following previous early-retirement plans are included in this benefit:
the plan covered by the Collective Labor Agreement for 2011 accessible to the civil servants meeting certain age
and service organization conditions as at 31/12/2012 at the latest;
and, a new plan accessible only in 2011 to the civil servants of one specific department subject to age and
seniority conditions as described in the Joint Committee Convention of 6 October 2011.
•
•
In these early-retirement schemes, bpost continues to pay to the beneficiaries a portion (75%) of their salary at
departure and until they reach retirement age. Furthermore, the early-retirement period is treated as a service period.
The Framework Agreement of 1 July 2012 approved a new early-retirement plan accessible to the civil servants
meeting certain age, seniority and service organization conditions as at 31 December 2013 at the latest. bpost
continues to pay to the beneficiaries a portion (between 60% and 75% depending on the duration of the earlyretirement) of their salary at departure and until they reach retirement age. Furthermore, the early-retirement period
is treated as a service period.
The following plans are still in the 2011 figures but have terminated in 2012:
The impact of the plan of the Collective Labor Agreement 2009-2010.
The social plan negotiated in December 2011, available as from April 2012 until December 2012, destined to the
workers of a specific support department in re-engineering.
•
•
The employee benefit related to the early retirement schemes arises because of the fact that the employment is
terminated before the normal retirement and the fact that it is the employee’s decision to accept the offer made by
bpost in exchange.
bpost’s net liability for termination benefits comprises the following:
AS AT 31 DECEMBER
IN MILLION EUR
2012
2011
2010
(28.8)
-
(38.8)
-
(42.3)
-
(28.8)
(38.8)
(42.3)
(28.8)
(38.8)
(42.3)
Net liability
(28.8)
(38.8)
(42.3)
(28.8)
(38.8)
(42.3)
(28.8)
(38.8)
(42.3)
Liabilities
Net liability
-
-
-
126
2012
2011
2010
(38.8)
(42.3)
(29.9)
(28.8)
(38.8)
(42.3)
2012
2011
2010
(14.0)
0.0
(0.6)
0.0
4.2
(0.1)
4.4
(7.3)
0.0
(0.8)
0.0
(3.0)
(0.1)
(3.0)
(0.4)
(27.3)
(0.4)
0.0
(0.6)
0.1
(0.7)
(10.4)
(11.1)
(28.7)
2012
2011
2010
(9.6)
(0.7)
(10.3)
(0.9)
(28.4)
(0.3)
(10.4)
(11.1)
(28.7)
IN MILLION EUR
Interest cost
Actuarial (costs)/gains
Benefits paid
(14.0)
0.0
(0.6)
0.0
4.2
20.4
(7.3)
0.0
(0.8)
0.0
(3.0)
14.6
(0.4)
(27.3)
(0.4)
0.0
(0.6)
16.3
IN MILLION EUR
Interest cost
Net expense
IN MILLION EUR
Payroll costs
Financial cost
Net expense
Other long-term benefits
Workers Compensation Accident Plan
Until 1 October 2000, bpost was self-insured for injuries on the workplace and on the way to the workplace. As a
result, all compensations to workers for accidents which occurred before 1 October 2000 are incurred and financed
by bpost itself.
Since 1 October 2000, bpost has contracted insurance policies to cover the risk.
127
financial report
bpost’s net liability for other long-term employee benefits comprises the following:
AS AT 31 DECEMBER
IN MILLION EUR
2012
2011
2010
(141.8)
(141.8)
(141.8)
-
(115.0)
(115.0)
(115.0)
-
(117.2)
(117.2)
(117.2)
-
(141.8)
(115.0)
(117.2)
(141.8)
(115.0)
(117.2)
(141.8)
(115.0)
(117.2)
2012
2011
2010
(115.0)
(1.9)
(5.6)
0.0
(27.0)
7.6
(141.8)
(117.2)
(0.9)
(5.5)
0.0
1.0
7.6
(115.0)
(113.9)
0.0
(5.9)
0.0
(5.2)
7.8
(117.2)
2012
2011
2010
(1.9)
(5.6)
0.0
(27.0)
(28.7)
1.7
(0.9)
(5.5)
0.0
1.0
2.3
(1.4)
0.0
(5.9)
0.0
(5.1)
(6.9)
1.7
(34.5)
(5.5)
(11.1)
2012
2011
2010
Payroll costs
Financial cost
(0.1)
(34.4)
(2.3)
(3.1)
1.7
(12.8)
Net expense
(34.5)
(5.5)
(11.1)
Net liability
Liabilities
Net liability
IN MILLION EUR
Service cost
Interest cost
Actuarial gains
Benefits paid
IN MILLION EUR
Service cost
Interest cost
Net expense
IN MILLION EUR
128
6.27 Share-based payments
In 2006, the Board of Directors of bpost approved the creation of an Employee Stock Option Plan (‘ESOP’) for the
Management. Under this plan, bpost has granted in 2006, 2007 and 2008 to some members of the management
options to purchase shares in the company. Once granted, the options vest one-third per year over a period of three
years.
The fair value of the option was expensed over the vesting period. In accordance with IFRS 2, the fair value of the
options was determined using the Binomial Option Pricing Model.
In 2012, a last exercise window has been opened and 1,367 options were exercised during the year. At 31 December
2012, all outstanding options having been exercised or having lapsed, the plan ESOP is fully terminated and there is
no more liability relating to the share-based payments (2011: 4.6 million EUR). This resulted in a profit of 4.1 million
EUR in the 2012 income statement (2011: 1.3 million EUR).
At 31 December 2011, Alteris NV-SA (subsidiary of bpost) held 2,589 shares of bpost, which were considered as
Treasury Shares in the bpost equity. In 2012, PIE has exercised its call option and has repurchased these 2,589 shares
of bpost to Alteris NV-SA.
All share-based employee remunerations were accounted following the cash-settled methodology. There were no
modifications to the terms of the share-based payments plan during 2012.
The total number of outstanding options is as follows:
IN NUMBER
2012
2011
2010
Options outstanding at 1 January
1,389.0
3,679.0
3,688.0
-
1,389.0
3,679.0
2012
2011
2010
58.0
Options granted during the year
Options exercised during the year
Options forfeited during the year
Options out due to bad leavers
Options outstanding at 31 December
Number of persons at 1 January
IN
OUT
Number of persons at 31 December
(1,367.0)
(22.0)
-
(2,240.0)
(50.0)
-
(9.0)
(58.0)
74.0
(16.0)
76.0
-
58.0
74.0
(2.0)
The fair value of the granted options and the assumptions used in applying the Binomial Option pricing model are as
follows:
EUR
Fair value of options granted
Exercise price
Expected volatility
Expected option life (in years)
Risk-free interest rate
2012
2011
2010
NA
4,923.0
NA
NA
NA
NA
5,414.0
39.6%
NA
0.6%
NA
5,062.0
40.5%
NA
1.1%
129
financial report
All share options have the same exercise price per granting; there are no “ranges” of exercise prices within a given
granting.
There are no more outstanding options at the end of 2012.
6.28 Trade and other payables
AS AT 31 DECEMBER
IN MILLION EUR
2012
2011
2010
Trade payables
Other payables
(0.0)
83.1
0.0
13.0
14.3
Non-current trade and other payables
83.1
13.0
14.3
2012
2011
2010
200.0
326.7
3.4
230.5
189.6
326.2
0.6
170.1
193.4
332.6
2.9
183.7
760.7
686.5
712.7
AS AT 31 DECEMBER
IN MILLION EUR
Trade payables
Payroll and social security payables
Tax payable other than income tax
Other payables
Current trade and other payables
The carrying amounts are considered to be a reasonable approximation of the fair value. The other payables included
in current trade and other payable include the following items:
AS AT 31 DECEMBER
IN MILLION EUR
Advance payments on orders
Advance received from State
Cash guarantees received
Accruals
Deferred income
Other payables
Current - Other payables
2012
2011
2010
10.5
0.0
5.2
86.2
79.5
0.4
48.7
9.1
0.0
5.0
47.9
85.2
0.5
22.4
8.6
0.0
5.7
52.8
79.8
0.5
36.3
230.5
170.1
183.7
130
6.29 Provisions
IN MILLION EUR
LITIGATION
SGEI
RELATED
LITIGATION
ENVIRONMENT
ONEROUS
CONTRACTS
RESTRUCTURING &
OTHER
TOTAL
1.9
Additional provisions recognized
Provisions used
Provisions reversed
98.5
9.5
(0.2)
(16.4)
-
-
0.0
(0.0)
(0.1)
1.7
2.9
(0.7)
(2.1)
28.3
130.5
91.4
-
1.8
1.8
25.9
120.9
91.4
-
1.8
Non current balance at end of year
Current balance at end of year
81.2
10.2
91.4
-
0.4
1.4
1.8
0.2
1.6
1.8
1.9
(3.8)
(0.6)
1.6
24.3
25.9
14.3
(4.7)
(19.2)
83.4
37.5
120.9
Provisions used
Provisions reversed
6.7
(2.6)
(16.5)
299.0
-
8.4
(0.3)
0.0
1.8
1.0
(0.9)
(0.9)
25.9
120.9
79.0
299.0
9.9
1.0
25.1
414.1
79.0
299.0
9.9
1.0
25.1
414.1
69.6
9.4
79.0
0.0
299.0
299.0
7.9
2.0
9.9
0.7
0.3
1.0
0.3
(0.8)
(0.2)
1.4
23.8
25.1
315.4
(4.6)
(17.5)
79.6
334.5
414.1
Provisions used
Provisions reversed
Other movements
11.1
(34.2)
(33.2)
22.7
124.9
(299.0)
0.0
(0.5)
(8.8)
0.0
5.9
(0.6)
(0.1)
0.0
3.7
(0.8)
(0.1)
(22.7)
145.7
(335.2)
(42.1)
0.0
45.6
124.9
0.6
6.3
5.2
182.5
36.3
9.3
45.6
124.9
124.9
0.5
0.1
0.6
4.1
2.2
6.3
1.1
4.1
5.2
42.0
140.5
182.5
The provision for litigation amounts to 45.6 million EUR. It represents the expected financial outflow relating to
184 different litigations or potential litigations between bpost and third parties. None of the individual provisions is
material in itself.
The period anticipated for the cash outflows pertaining thereto is dependent on developments in the length of the
underlying proceedings for which the timing remains uncertain.
The reversal in 2012 amounts to 33.2 million EUR and is mainly due to a reversal of a pending litigation provision
for 22.7 million EUR recorded in the past to cover a risk of litigation relating to off-balance sheet transactions
conducted prior to 2010. As the matter was definitively resolved in the course of 2012, the provision was no longer
necessary and was reversed. This reversal is considered to be a non-recurring item. Non-recurring items represent
significant income or expense items that due to their non-recurring character are excluded from internal reporting
and performance analyses. A non-recurring item is deemed to be significant if it amounts to 20 million EUR or more.
Reversals of provisions, whose addition had been considered as non-recurring, are also considered as non-recurring.
Reversals from the provision for litigation of 9.6 million EUR and 9.3 million EUR were recorded respectively in 2011
and 2010 as some payroll-related risks were definitively resolved. The reversals were considered as non recurring as
the addition to the provision had also been reported as non-recurring.
financial report
The amount of the provision for SGEI related litigation in 2011 is mainly explained by the decision of the European
Commission. An amount of 299 million EUR was provisioned. This provision was used in 2012 as the recovery amount
was paid to the Belgian State. A provision of 124.9 million EUR was created in 2012, for the risk related to a possible
over-compensation of the 2011 and 2012 periods. It is expected that the SGEI related litigation will be settled in
2013. Both amounts are considered as non-recurring.
The provision related to environment issues covers among others the soil sanitation of land. The reduction in 2012
is explained by the sale of two specific sites.
The provision on onerous contracts concerns the best estimate of the costs relating to the closing of mail and
retail offices. The majority of these settlements are expected within the next 5 years.
6.30 Contingent liabilities and contingent assets
At year-end 2012 the Company is not aware of any contingent assets and liabilities.
6.31 Rights and commitments
Guarantees received
At 31 December 2012, bpost benefits from bank guarantees in a sum of 39.8 million EUR, issued by banks on behalf
of bpost’s customers (2011: 39.0 million EUR). These guarantees can be called in and paid against in the event of nonpayment or bankruptcy. They therefore offer bpost financial certainty during the period of contractual relations with
the customer.
Goods for resale on consignment
At 31 December 2012, merchandise representing a sales value of 1.3 million EUR had been consigned by partners for
the purpose of sale through the postal network.
Guarantees given
bpost acts as guarantor (1.7 million EUR guarantee) in the framework of the DoMyMove collaboration agreement
between bpost, Belgacom and Electrabel.
bpost has an agreement with Belfius, ING and KBC, according to which they agree to provide for up to 32.6 million
EUR in guarantees for bpost upon simple request.
Funds of the State
bpost settles and liquidates the financial transactions of government institutions (taxes, VAT, etc.) on behalf of the
State. The funds of the State constitute transactions “on behalf of” and are not included in the statement of financial
position.
131
132
6.32 Related party transactions
A. Consolidated companies
A list of subsidiaries and equity-accounted companies, together with a brief description of their business activities, is
provided in Note 6.33.
B. Relations with the shareholders
The direct shareholders of bpost are the Belgian State (24.14%), Federale Participatie- en Investeringsmaatschapij
NV-Société Fédérale de Participation et d’Investissement SA (25.87%), which itself is also held by the Belgian State,
Post Invest Europe (“PIE”) Sarl (49.99%), where 100% are indirectly held by CVC Funds and 2 shares (0.01%) owned by
current bpost employees further exercise under the ESOP plan.
The Belgian State
a) Management Contract
bpost provides public services (services of general economic interest) to the Belgian State. The Management Contract
entered into between bpost and the Belgian State, in effect since 24 September 2005, stipulates the rules and
conditions for carrying out the tasks that bpost assumes in execution of its public and the financial intervention of
the Belgian State.
The Management Contract covers a period of five years as from the date of its entry into force and was set to expire
on 23 September 2010. Pursuant to article 5, §3, second paragraph, of the 1991 Law, the 4th Management Contract
was automatically prolonged pending the entry into force of a new Management Contract. This prolongation was
published in the Belgian State Gazette of 23 September 2010 and shall continue to apply until approval of the
5th Management Contract by the European Commission. Upon said approval of the 5th Management Contract by
the European Commission, the term of the 5th Management Contract shall apply as from 1 January 2013 until 31
December 2015.
The 4th Management Contract defines the following public services, without this list being exhaustive:
Postal services, including:
- collecting, sorting, transporting and distributing national and international mail.
- distributing newspapers, printed periodicals and addressed and non-addressed electoral printed documents.
Financial services, including among others:
- recovering receipts on behalf of third parties;
- receiving deposits of cash on current account, effecting payments by cheque and wire transfers on such
accounts, receiving deposits and effecting payments on behalf of bpost or other financial institutions;
- issuance of postal orders, home payment of retirement and survivors’ pensions and disabled persons’ allowances;
- the payment of attendance fees at elections;
- the printing, sale, reimbursement, replacement and exchange of fishing licenses;
- guaranteeing the opening of an account without cash facility and offering a minimum service.
Other services including among others:
- the social role of the postmen;
- appropriate information to the public on request by the competent authority; and
- cooperation of bpost in the distribution of voting packages and ballot papers.
•
•
•
The Management Contract sets down the principles for invoicing the Belgian State. The Belgian State’s intervention
covers the difference between the actual cost price to bpost and the price invoiced to the user of the public services.
financial report
C. Relations with bpost bank
bpost bank is an associate of bpost (with BNP Paribas Fortis as other shareholder), which engages in business as a
credit institution. Its banking and insurance products are offered via the network of post offices.
Framework agreement
On 28 February 1995, De Post-La Poste (now bpost) and Generale Bank-Générale de Banque (now BNP Paribas Fortis)
entered into a framework agreement for the purpose of setting up a partnership for the distribution of banking
products. The provisions of the framework agreement have been re-negotiated several times. bpost bank pays bpost
a commission determined in accordance with market conditions for the distribution of banking and insurance
products and for the performance of certain back-office activities. The commission amounted to 107.5 million EUR in
2012 (2011: 103.5 million EUR).
Working capital
bpost bank has placed 9.0 million EUR at the disposal of bpost without guarantee or payment of interest by
bpost. This sum will remain available to bpost throughout the term of the framework agreement. It is intended to
constitute the working capital enabling bpost to conduct business on behalf of bpost bank.
Insurance contract
An insurance distribution contract has been concluded between bpost, bpost bank, AG Insurance (formerly Fortis
Insurance), Agallis and Fortis Banque. This agreement has been amended in 2010, with effect as of January1, 2010 to
reflect the corporate reorganization of the Fortis group (AG Insurance being now independent from Fortis Bank), a
new commission scheme and a renewal of the exclusivity clause.
The parties concerned have agreed to offer and market insurance products of AG Insurance via bpost bank using the
distribution network of bpost. In effect, up to and including the accounting year 2014, the contract provides for an
access fee, commission on all the insurance products sold by bpost and additional commissions if the sales figures
laid down are achieved.
6.33 Group companies
The business activities of the main subsidiaries can be described as follows:
Euro-Sprinters offers 24/7 flexible distribution solutions and related services for goods up to 24 tons.
Deltamedia distributes newspapers in Belgium.
eXbo provides services such as document management and digitization of incoming mail to customers
Speos Belgium provides a multi-channel platform for the outsourcing of transactional documents, such as bills,
bank statements and pay slips. Services includes the document generation, the printing (black and white or full
color) and the enclosing, the electronic distribution (email, zoomit, webservices), and the archiving. Speos also
offers backup and peak solutions for companies having their own print shop. Furthermore Speos offers dedicated
end-to-end solutions (e.g. European License Plate).
Until 2012, Certipost offered solutions to manage document flows and digital identities. In 2013, the document
exchange services will be transferred to Basware. Certipost will further develop its activities around document
security and digital certification. Certipost also supplies the digital certificates for the Belgian electronic identity
card (eID).
Mail Services Incorporated (MSI) is a US-based mail and parcel delivery service company which has three
processing centers located in North America: one located in Virginia near Washington DC, one located in
Chicago, IL and one located in Toronto, Canada. MSI’s primary customer base includes e-commerce companies and
businesses which send parcels, bulk amounts of mail, postcards, or publications to individuals residing primarily
outside the U.S. borders. MSI also has a small amount of domestic (i.e. within the U.S.) business as well.
•
•
•
•
•
•
133
134
•
•
•
•
Citipost Asia, now rebranded as bpost Asia, is headquartered in Hong Kong and has a subsidiary in Singapore.
The company provides with a full range of delivery and logistics solutions covering cross-border mail and parcels
and e-commerce fulfillment. Its current customers are spread across the banking, insurance, asset management,
publishing and printing sectors.
Landmark Global Inc. based in the USA and Landmark Trade Services Ltd based in Canada are companies providing
with cross-border shipping and logistics services to enable US companies to ship their products internationally,
primarily to Canada. The primary services provided are door to door pickup and delivery of parcels, pick and
pack fulfillment, duty and tax processing, and ground transportation. They also provide mail and print services,
customs brokerage and payment solutions.
bpost International (UK) Limited is a UK based mail, parcel and transport company providing transport services to
the ‘Postal wholesale’ market in the UK. Based near to Heathrow airport, bpost UK is customs bonded enabling to
offer customs clearance services and x-ray security screening services. bpost International UK acts as an inbound
and outbound gateway for other bpost entities around the world.
bpost International Logistics is a company established in Beijing (China) in 2012 started as a sales representation
office of bpost. The company offers a full range of transport and distribution logistic services to the Chinese
e-tailers and consolidators in the business customers segment for export of their Parcels and Mail to European
and other global buyers.
Name
bpost bank NV-bpost banque SA
Name
Alteris NV-SA (formerly Laterio NV-SA)
BPI NV-SA
Certipost NV-SA
Deltamedia NV-SA
Euro-Sprinters NV-SA
eXbo Services International NV-SA
Mail Services INC
2198230 Ontario INC
Speos Belgium NV-SA
Certipost BV (**)
Secumail NV-SA (*)
bpost International (UK) LTD (formerly bpost Asia
(Holdings) LTD)
bpost Hong Kong LTD
bpost Singapore Pte. LTD
bpost International Logistics (Beijing) Co., LTD
Landmark Global, INC
Landmark Trade Services, LTD
Share of voting rights in % terms
2012
2011
50%
50%
Share of voting rights in % terms
2012
2011
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
100%
100%
100%
51%
51%
Country of
incorporation
VAT no.
Belgium
BE456.038.471
Country of
incorporation
VAT no.
100%
100%
100%
100%
100%
100%
60%
100%
100%
100%
75%
Belgium
Belgium
Belgium
Belgium
Belgium
Belgium
USA
Canada
Belgium
Netherlands
Belgium
100%
100%
100%
UK
Hong Kong
Singapore
China
USA
Canada
BE474.218.449
BE889.142.877
BE475.396.406
BE424.368.565
BE447.703.597
BE472.598.153
BE427.627.864
N/A
BE462.012.780
* In 2012 Speos Belgium NV-SA acquired the remaining Secumail NV-SA shares. Secumail NV-SA was subsequently merged into Speos Belgium NV-SA per 31
December 2012
** Certipost BV was liquidated in March 2012
financial report
bpost NV-SA
50%
BPOST BANK NV/ BPOST
BANQUE SA *
100%
BPI NVSA
100%
bpost INTERNATIONAL UK LTD
100%
100%
bpost INTERNATIONAL
LOGISTICS CO LTD
bpost HONG KONG LTD
100%
bpost SINGAPORE PTE. LTD
100%
SPEOS BELGIUM NVSA
99.97%
EXBO SERVICES INTERNATIONAL
NVSA
0.03%
0.01%
99.99%
ALTERIS NVSA
99.99%
DELTAMEDIA NVSA
0.01%
99.99%
EUROSPRINTERS NVSA
0.01%
(*) Equity method
80%
100%
51%
51%
MAIL SERVICES INC.
CERTIPOST NVSA
LANDMARK GLOBAL, INC
LANDMARK TRADE SERVICES, LTD
2198230 ONTARIO INC
135
136
6.34 Events after the statement of financial position date
On 7 March 2013, the 5th Management Contract between the Belgian State and the Company was notified to
the European Commission and was approved by the European Commission on 2 May 2013. The 5th Management
Contract sets forth the terms and conditions pursuant to which bpost must fulfill certain SGEIs for the period
from 1 January 2013 to 31 December 2015. The 5th Management Contract also provides certain additional terms
and conditions relating to the performance by bpost of the USO. The 5th Management Contract is expected to be
approved by Royal Decree during the first half of 2013. Once approved, it will be effective as of 1 January 2013, and
will replace the 4th Management Contract dated 2 December 2005.
On 20 March 2013, bpost bank completed a capital increase in the amount of 100 million EUR. bpost and BNPP
Fortis contributed to this capital increase for 37.5 million EUR each. BNPP Fortis paid an additional amount of 25
million EUR as issue premium. bpost’s shareholding in bpost bank remains unchanged at 50% after the capital
increase.
On 25 March 2013, the Company, the Belgian State, SFPI/FPIM and Post Invest Europe S.à.r.l. entered into Addendum
III to the Shareholders’ Agreement. Pursuant to Addendum III, the parties have agreed to, among other things,
certain provisions related to the governance of the Company, the exit of the shareholders as well as a capital
reduction and a hardship clause for the benefit of the Company.
On 25 March 2013, an extraordinary shareholders’ meeting of the Company approved (i) the share capital reduction
of 144.5 million EUR through return of capital to the shareholders of the Company prior to closing of the Offering
and (ii) a reduction in the legal reserve in the amount of 21.3 million EUR through the transfer to available reserves
to facilitate the payment of the exceptional dividend of 53.5 million EUR from available reserves and retained
earnings to such shareholders following the approval from the European Commission of the 5th Management
Contract. It is expected that the amount of capital decrease will be paid out to the shareholders of the Company
and a special shareholders’ meeting of the Company will declare the exceptional dividend of 53.5 million EUR to
those shareholders on June 10, 2013.
Pursuant to Addendum III, bpost also agreed to withdraw the appeal made on 17 September 2012 related to the
European Commission’s decision of 25 January 2012 that found that bpost has received incompatible State aid of
416.5 million EUR and ordered recovery.
The shareholders’ meeting in May 2013 will approve a stock split of 1/488 which will result in a share capital
composed of 200,000,944 shares. The current number of shares amounts to 409,838 shares.
report of the Joint Auditors
report of the Joint
Auditors
to the General Meeting of shareholders of bpost SA de droit public / bpost NV
van publiek recht on the consolidated financial statements for the year ended
31 December 2012
In accordance with legal requirements, we report to you on the performance of our audit mandate of Joint Auditors.
This report contains our opinion on the consolidated financial statements as well as the required additional
comments and information.
Unqualified opinion on the consolidated financial statements
We have audited the consolidated financial statements of bpost SA de droit public / bpost NV van publiek recht
and its subsidiaries (collectively referred to as «the Group») for the year ended 31 December 2012, prepared in
accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, and with
the legal and regulatory requirements applicable in Belgium. These consolidated financial statements comprise the
consolidated statement of financial position as at 31 December 2012, and the consolidated income statement,
statement of changes in equity and cash flow for the year then ended, as well as the summary of significant
accounting policies and other explanatory notes. The consolidated statement of financial position shows total assets
of € 2,228.1 million and the consolidated income statement shows a profit for the year, attributable to the Group, of
€ 173,3 million.
Responsibility of the Board of Directors for the preparation and fair
presentation of the consolidated financial statements
The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial
statements. This responsibility includes: designing, implementing and maintaining internal control relevant to the
preparation and fair presentation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting
estimates that are reasonable in the circumstances.
Responsibility of the Joint Auditors
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We
conducted our audit in accordance with legal requirements and the International Standards on Auditing. Those
standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated
financial statements are free from material misstatement.
In accordance with these standards, we have performed procedures to obtain audit evidence about the amounts and
disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error. In making those risk assessments, we have considered internal control relevant to the Group’s preparation and
fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal
control. We have evaluated the appropriateness of accounting policies used, the reasonableness of significant
137
138
accounting estimates made by the Group and the presentation of the consolidated financial statements, taken
as a whole. Finally, we have obtained from the Board of Directors and the Group’s officials the explanations and
information necessary for executing our audit procedures. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the consolidated financial statements for the year ended 31 December 2012 give a true and fair view
of the Group’s financial position as at 31 December 2012 and of the results of its operations and its cash flows in
accordance with IFRS as adopted for use by the European Union, and with the legal and regulatory requirements
applicable in Belgium.
Additional comments
The preparation and the assessment of the information that should be included in the annual report on the
consolidated financial statements are the responsibility of the Board of Directors.
As part of our assignment, it is our responsibility to verify the compliance with certain statutory and regulatory
obligations. On this basis, we make the following additional comment, which does not modify the scope of our
opinion on the consolidated financial statements:
• The annual report on the consolidated financial statements deals with the information required by law and is
consistent with the consolidated financial statements. We are, however, unable to comment on the description
of the principal risks and uncertainties which the entities included in the consolidation are facing, and on their
situation, their foreseeable evolution or the significant influence of certain facts on their future development.
We can nevertheless confirm that the matters disclosed do not present any obvious inconsistencies with the
information that we became aware of during the performance of our mandate.
Brussels, 27 May 2013
The Joint Auditors
Ernst & Young Bedrijfsrevisoren BCVBA
Represented by
Eric Golenvaux
Partner
PVMD Bedrijfsrevisoren BCVBA
Represented by
Lieven Delva
Partner
GRI table
GRI table:
Identification of
reported parameters
Reporting
status
1. Strategy and Analysis
1.1
1.2
Statement of the CEO
Key impacts, risks and opportunities
2. Organizational profile
2.1
2.2
Name of the organization
Primary brands products and/or services
2.3
Operational structure
2.4
2.5
2.6
2.7
Location of organization’s headquarters
Number of countries where the organization operates
Nature of ownership and legal form
Markets
2.8
2.9
Scale of reporting organization
Significant changes during the reporting period regarding
size, structure, or ownership
Awards
2.10
3. Report parameters
Fully Message to our stakeholders – p.2
Fully Financial statements – p.73
Social responsibility – p.46
Mail & Retail Solutions – p.28
Parcels & International – p.36
bpost at a glance – p.11
Mail &Retail Solutions – p.28
Parcels & International – p.36
Fully Financial statements – pp.98, 133-135
Fully Financial statements – pp.98, 133-135
Fully No significant awards received in 2012
3.1
3.2
3.3
3.4
3.5
Reporting period
Date of most recent previous report
Reporting cycle
Contact point
Process for defining report content
3.6
Boundary of the report
Fully
3.7
Any specific limitations on the scope of boundary of the
report
Fully
3.8
3.9
Basis for reporting on joint ventures, subsidiaries…
Data measurement techniques and the bases of calculation
Fully
Fully
3.10
Explanation of the effect of any re-statements of
information
Significant changes in the scope, boundary or measurement
methods used in the report
GRI table
Fully
3.11
3.12
Pages/Remarks
Fully
Fully
Fully
Fully
Partially
Fully
1/1/2012 to 12/31/2012
June 27th 2012 (annual report 2011)
Annual
Contacts – p.144
Social responsibility at bpost – Relations
with our stakeholders – p.49
Today bpost identifies materiality based on
the impact of its activity on environment,
its people and on society. Materiality and
the topics are prioritized and validated by
the CSR Committee
The scope of the report is following the
financial consolidation. Any exception to
this rule is mentioned at the indicator level
The scope of the environmental data is
limited to subsidiaries under operational
control of bpost
Financial statements – pp.98, 133-135
See quantitative GRI indicators referred in
the text
No changes occurred during the reporting
period
No significant changes from previous report
Fully GRI table – p.139
139
140
3.13
Policy and current practice with regard to seeking external
assurance for the report.
4. Governance, Commitments and Engagement
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
Governance structure
Indicate whether the Chair of the highest governance body
is also an executive officer
Number and gender of members of the highest governance
body that are independent and/or non-executive members
Mechanisms for shareholders and employees to provide
recommendations or direction to the highest governance
body
Linkage between compensation for members of the highest
governance body, senior managers, and executives and the
organization’s performance
Processes in place for the highest governance body to
ensure conflicts of interest are avoided
Process for determining the composition, qualifications, and
expertise of the members of the highest governance body
and its committees, including any consideration of gender
and other indicators of diversity
Internally developed statements of mission or values, codes
of conduct
Procedures for overseeing the organization’s identification
and management of performance
Processes for evaluating the highest governance body’s own
performance
Explanation of whether and how the precautionary
approach or principle is addressed by the organization
Externally developed economic, environmental, and social
charters, principles, or other initiatives to which the
organization subscribes or endorses
Memberships in associations and/or national/international
advocacy organizations
List of stakeholder groups
Basis for identification and selection of stakeholders with
whom to engage
Approaches to stakeholder engagement
Key topics and concerns that have been raised through
stakeholder engagement
Fully Corporate governance - p.63
Fully Corporate governance – p.63
Statutes of the Company – www.bpost.be
Our employees – p.52
Social responsibility at bpost –
Relations with our stakeholders – p.49
Fully bpost at a glance – p.1
Fully Social responsibility at bpost – p.48
Fully Social responsibility at bpost– p.48
Environment – p.57
Mail & Retail Solutions (customer charter)
– p.32
Fully Social responsibility at bpost – p.48
Society – p.50
Fully Social responsibility at bpost – Relations
Performance indicators
Economic Performance Indicators
EC
Disclosure on management approach
EC1
Direct economic value
EC2
EC4
Risk & opportunities due to Climate Change
Significant financial assistance received from government
Environmental Performance Indicators
EN
EN1
Materials used by weight or volume
EN3
EN4
EN5
EN7
EN16
Direct energy consumption
Indirect energy consumption
Energy saved due to conservation and efficiency
improvements
Initiatives to reduce indirect energy consumption
Total direct and indirect greenhouse gas emissions
Financial statements – p.73
Fully Financial review – p.8
Financial statements – p.73
Society (community investment) – p.50
Note : bpost has no legal obligation to
respond to norm IAS 14
Fully Carbon Disclosure Project - report 2012
Fully Postal environment - p.18
Society – Providing public services – p.50
4th Management Contract – www.bpost.be
Environment – p.57
Partially Environment – p.62
Monitoring for ISO 14001 certified sites
without BPI & Stamps
Fully Environment – p.59, 60
Fully Environment – p.60
GRI table
EN18
EN22
EN26
Initiatives to reduce greenhouse gas emissions
Total weight of waste by type and disposal method
Initiatives to mitigate environmental impacts of products
and services
Social Performance Indicators
LA
LA1
Total workforce by employment type, employment contract,
and region
LA2
Employee turnover
LA4
Percentage of salaried employees covered by collective
bargaining agreements
LA5
Minimum notice period(s) regarding operational changes
LA10
Average hours of training per year per employee by gender,
and by employee category
LA11 Programs for skills management and lifelong learning
LA13 Composition of governance bodies and breakdown of
employees per employee category according to gender, age
group, minority group membership, and other indicators of
diversity.
Human Rights Performance Indicators
HR
HR6
Child labor
HR7
Forced or compulsory labor
Society Performance Indicators
SO
SO1
Local community engagement, impact assessments, and
development programs
Product Responsibility Performance Indicators
PR
PR5
Practices related to customer satisfaction
Logistics and Transport Indicators
LT2
Composition of the fleet
LT8
Environmental impact of buildings
Fully Environment – p. 57
Fully Our employees – p.56
Principles of negotiation and dialogue
are set in union status. Reorganization
files have to be transmitted to union
representatives within 10 working days
before staff representatives consultation
Partially Our employees – p.53
Social responsibility at bpost – p.48
Fully Environment – Influencing our suppliers at
the source – p.57
Fully Environment – Influencing our suppliers at
the source – p.57
Social responsibility at bpost – society –
p.48, 50
Fully Society – p.50
Note : bpost has not developed assessment
processes
Objectives – + loyalty – p.25
Fully Mail & Retail Solutions (Customer Charter)
– p.32
Mail Service Operations (earning the loyalty
of our customers) – p.43
141
142
glossary
bpost glossary
Administrative mail: letter
mail that is mass, industrially
processed and conditioned
according to operational
requirements set by bpost
(among others, invoices, bank
account statements, general
communication without
commercial intent).
Auxiliary mail carrier:
new position within the
framework of the Mail network
organization model.
Daily mail: letter mail generally
produced individually or in
small quantities, franked using
stamps, franking machines or
labels but also post-payment
methods (PP, UV/RD, …).
Direct Mail: addressed
communications that are
non-obligatory and are sent
to a significant number of
customers or prospective
customers with to the aim of
persuading them to purchase a
particular product or service.
Document management:
solutions based on traditional
paper and/or electronic
technology, such as the
scanning and printing of
documents (invoices, bank
statements and payslips).
eShop: bpost’s online retail
outlet open 24/7, which sells
over 200 core postal products.
Mail & Retail Solutions (MRS):
commercial unit responsible
for the provision of services
in Belgium to residential and
business customers, including
transactional mail, advertising
mail, press, value-added
services and banking and
financial products, as well as
the points of sale network and
products sold through it.
Mail Service Operations
(MSO): operating entity
responsible for collection,
sorting, transport and delivery
of letters, press, unaddressed
mail and parcels.
Management Contract: an
agreement between the Belgian
State and the public company
stating the public service tasks
(Services of General Economic
Interest) and the arrangements
on how they are carried out.
financial glossary
Parcels & International (P&I):
commercial unit responsible for
marketing and sales of parcels
on the domestic Belgian
market as well as international
activities.
Postal directive (third):
Directive 2008/6 of the
European Parliament and the
European Council, adopted on
20 February 2008, which sets
the framework for the full
opening of the postal market
to competition across the
entire territory of the European
Union.
Post office: outlets that
carry the full range of postal,
banking and insurance
products and services offered
by bpost.
PostPoint: points of sale
within the framework of an
alliance with private or public
partners.
Public service tasks: tasks
assigned to a company by
the legislator on the basis
of an agreement. These
tasks are Services of General
Economic Interest (SGEI) and
include services for citizens,
the community and the
government.
Sorting center: industrial site
where mail items are sorted
mechanically; bpost has five
sorting centers: Antwerp X,
Brussels X, Charleroi X, Ghent
X, Liège X.
Stamp distributors: retail
establishment (such as a
bookshop, supermarket or
service station) selling regular
postage stamps.
Unaddressed mail items:
mail items that do not bear
an address and are delivered
to every address of a given
geographical zone.
Universal service: collection
and home delivery of letters
and parcels five days a week
throughout the territory of
Belgium at a controlled quality
level and price as defined in
the law of 21/3/1991; bpost
is the designated universal
service provider until 31
December 2018.
Capex: total amount invested
in fixed assets.
Cash Flow: statement showing
a company’s receipts (cash
inflows) and expenses (cash
outflows), instead of the
revenue and cost of a given
period.
Dividend per share: total
dividends paid out over an
entire year (including interim
dividends but not including
special dividends) divided by
the number of outstanding
ordinary shares issued.
EAT or Profit for the year:
Earnings After Taxes.
EBIT: Earnings Before Interests
and Taxes.
EBIT margin: profitability
measure equal to Earnings
Before Interests and Taxes
divided by operating income.
EBITDA: Earnings Before
Interests, Taxes, Depreciation
and Amortization.
Equity: sum of Capital,
Reserves, Retained Earnings and
non-controlling interests.
FTE: Full Time Equivalent.
Average calculation of full-time
and part-time employees on a
full-time equivalent basis.
Non-controlling interest:
the equity in a subsidiary
not attributable, directly or
indirectly, to a parent.
Normalized EBITDA/EBIT/EAT:
EBITDA/EBIT/EAT excluding the
non-recurring items.
Operating Expense: consists
of material costs, services and
other goods, payroll costs,
other operating expense,
depreciation and amortization.
Operating expenses exclude
income tax expenses and
financial costs.
Operating Free Cash Flow
(FCF): cash flow from
operating activities + cash
flow for investing activities.
Operating Income: sum of
turnover and other operating
income. Other operating
income being the gross inflow
arising from other operating
activities such as disposal of
assets, insurance retributions,
subsidies received, …
P&L: Profit & Loss statement,
otherwise referred to as
‘income statement’.
Share of profit of associates:
consists of the portion of the
result of associates attributable
to bpost. An associate is an
entity in which bpost has
significant influence but which
is neither a subsidiary nor a
joint venture.
Statement of financial
position: also called ‘balance
sheet’.
Total comprehensive income:
the change in equity during
a period resulting from
transactions and other events,
other than those changes
resulting from transactions
with owners in their capacity
as owners. It comprises all
components of “profit or loss”
and of “other comprehensive
income”.
Turnover: total of the
company’s sales less discounts.
143
144
contacts
bpost
Centre Monnaie - Muntcentrum
1000 BRUSSELS
www.bpost.be
Management :
tel +32 2 276 22 10
Press Relations :
tel +32 2 276 21 84
[email protected]
Public Affairs :
tel +32 2 276 29 41
[email protected]
HR-Contact Center :
tel 0800 222 47
[email protected]
bpost
BP 5000
1000 BRUSSELS
Customer Service
tel +32 22 012345
[email protected]
main shareholders
49,99%
CVC Capital
Partners
In million EUR
Operating income
Payroll costs
Normalized EBIT
Equity
Other key figures
EBITDA
Normalized EBITDA
Basic earnings per share (after stock split), in EUR
Diluted earnings per share (after stock split), in EUR
Normalized diluted earnings per share (after stock split), in EUR
Number of FTE (average)
50,01%
2012
2011
2010
Evolution
2012 - 2010
2,415.7
(1,238.5)
(854.2)
323.0
404.0
174.2
2,364.6
(1,288.1)
(1,007.2)
69.2
358.6
(57.4)
2,317.8
(1,314.5)
(680.9)
322.4
319.2
209.6
2.2%
-3.8%
-15.2%
737.7
777.3
1,114.3
-5.1%
421.0
502.0
284.0
0.87
0.87
1.14
1.14
29,922
26,625
160.6
450.0
226.2
(0.29)
(0.29)
1.14
1.14
32,110
27,973
437.4
434.2
224.7
1.05
1.05
1.04
1.04
33,618
29,324
162.1%
11.6%
25.6%
The Belgian State
(directly and
indirectly)
key figures
10,000
670
post offices and
670 PostPoints
mail rounds
10.5million
handled every day
-6.8%
-4.8%
13,400
red post boxes
Operating income (Mio EUR)
2,450
4.7million
550
500
2,400
450
2,350
400
2,300
350
2010
2011
2012
Normalized EBIT (Mio EUR)
450
2010
2011
2012
300
400
through it.
350
250
300
250
200
2010
2011
2012
2010
2011
2012
Services (IOPS)
Airport.
and parcels.
annual report 2012
annual report 2012
bpost at a glance
Financial review
cover
2
6
8
18
Objectives
20
ns
26
nal
34
Maiil Service
e Operatio
ons
40
our
engagement,
44
- Society
- Our employees
- Environment
GRI table
Glossary
Contacts
63
73
137
139
143
144
growth
and excellence
index
www..bpo
ost..be
performance
and quality
tailored
solutions
innovation
in our services
social
responsibility
EAT : I, 10
EBIT : I, 10
EBITDA : I, 10
Employees : 52-56
Environment : 57-62
50
52
57
62
Key figures : I
Quality : 42
Shareholders : 132

Annual report 2012

Transcription

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