Board of Directors’ Report

Development over the year

Operations

BE Group AB (publ), Corp. Reg. No. 556578-4724, which is listed on the Nasdaq Stockholm exchange, is a trading and service company in steel, stainless steel and aluminium. BE Group offers efficient distribution and value-adding production services to customers primarily in the construction and manufacturing industries. In 2019, the Group reported sales of SEK 4.4 billion. BE Group has approximately 650 employees, with Sweden and Finland as its largest markets. The head office is located in Malmö, Sweden. Read more about BE Group at www.begroup.com.

Alternative performance measures

BE Group has defined a number of alternative performance measures. The alternative performance measures that BE Group considers to be significant are underlying operating result, net debt, working capital and capital employed. Under Alternative performance measures, you can read more about how these are calculated.

Market and business environment

In Europe (EU28), 159.4 million tons of raw steel were produced in 2019, according to the World Steel Association, which is the global trade association for the steel mills. This is a decrease by -4.9 percent compared with 2018. Germany is responsible for the greatest decrease and produced 39.7 million tons of raw steel, which corresponds to a decrease of -6.5 percent. In December, BDS, the trade association for the German warehouse keepers, announced that the total inventory balance was the lowest in 20 years. This is considered to be due to falling prices, mainly during the second half of 2019, which caused the warehouse keepers to be hesitant. For large product groups, such as hot- and cold-rolled steel, less than half of the import quotas to the EU were used. The information BE Group has regarding the development of the Swedish distribution market shows a negative market growth of -5.3 percent and the information on the Finnish market shows a negative market growth of -6.7 percent.

Group structure and organization

The Group consists of two business areas, Sweden & Poland and Finland & Baltics, with a business focus on the Group’s main markets. Parent Company & consolidated items include the Parent Company, Group eliminations and also parts of the Group’s operations undergoing restructuring, BE Group Czech Republic, BE Group Slovakia, BE Group Produktion Eskilstuna and RTS Estonia. The restructuring of these operations are in all material aspects completed.

Net sales and business performance

During 2019, consolidated net sales decreased by 9 percent compared to last year, amounting to SEK 4,359 M (4,803). Tonnage in business areas Sweden & Poland decreased by 10 percent compared to last year while Finland & Baltic delivered 9 percent lower than last year. Price and mix effects had a negative impact on net sales of 1 percent which was partly compensated by positive currency effects of 2 percent. Inventory losses of SEK -6 M (27) affected the period.

Gross profit amounted to SEK 605 M (669), with a gross margin of 13.9 percent (13.9). Adjusted for inventory gains and losses and items affecting comparability, the gross margin increased to 14.0 percent (13.4).

The operating result amounted to SEK 88 M (132), which is mainly explained by a negative organic growth of 10 percent and a decrease in net sales of 9 percent. Sales and administration expenses were SEK 10 M lower then last year. Adjusted for inventory gains and losses and items affecting comparability, the underlying operating result amounted to SEK 94 M (117). The operating margin amounted to 2.0 percent (2.8) and the underlying operating margin was 2.1 percent (2.4).

Business area Sweden & Poland

Business Area Sweden & Poland accounted for 51 percent (52) of the Group’s net sales in 2019. The business area includes the Group’s operations in Sweden consisting of the companies BE Group Sverige and Lecor Stålteknik, as well as the Polish operations BE Group Poland. Net sales for the year decreased by 11 percent compared to last year, amounting to SEK 2,209 M (2,476). Operating result amounted to SEK 73 M (123). Adjusted for inventory gains and losses and items affecting comparability of SEK -5 M (19), the underlying operating result was SEK 79 M (104). In the result, the intra-group expenses invoiced from the Parent Company have been eliminated.

Business area Finland & Baltics

In 2019, the business area accounted for a total of 49 percent (48) of the Group’s net sales. The business area consists of the Group’s operations in Finland and the three Baltic States Estonia, Latvia and Lithuania. Net sales for the year decreased by 6 percent compared to last year, amounting to SEK 2,157 M (2,299). The operating result amounted to SEK 65 M (81) and, adjusted for inventory gains and losses, the underlying operating result decreased to SEK 65 M (68). In the result, the intra-group expenses invoiced from the Parent Company have been eliminated.

Parent Company & consolidated items

Parent Company & consolidated items include the Parent Company, Group eliminations and also parts of the Group’s operations undergoing restructuring. The effects regarding IFRS 16 were reported under Parent Company & consolidated items and have not been allocated to the two business areas.

Parent Company

Sales for the Parent Company, BE Group AB (publ), amounted to SEK 97 M (108) during the period and derived from intra-Group services. These intra-Group services mainly include licensing fees regarding the subsidiaries’ use of the BE Group brand and central expenses for IT, Finance and Purchasing, etc. These expenses are distributed and invoiced to all subsidiaries in the Group. In the result follow-up of the business areas, these intra-group expenses were eliminated. Out of the total costs for the Parent Company, of SEK 53 M (58), SEK 39 M (43) was distributed to the subsidiaries.

The operating result amounted to SEK 44 M (50). Net financial items amounted to SEK -3 M (2). The result before tax amounted to SEK 48 M (85) and the result after tax was SEK 38 M (69). At the end of the year, Parent Company equity amounted to SEK 642 M (626). Investments in the Parent Company amounted to SEK 0 M (1). At the end of the year, cash and equivalents in the Parent Company amounted to SEK 145 M (71).

Net financial items and tax

Consolidated net financial items amounted to SEK -16 M (-16) and net interest accounted for SEK -22 M (-12), of which SEK -11 M (-) is related to leasing according to IFRS 16. Tax amounted to SEK -22 M (-36). Result after tax amounted to SEK 50 M (80) including items affecting comparability of SEK 0 M (-12). As the Group´s profitability improves the capitalized deferred tax assets referring to loss carryforwards are utilized. The deferred tax asset has decreased during the year, amounting to SEK 21 M (33).

Cash flow

Cash flow from operating activities increased to SEK 200 M (86), of which SEK 78 M is an effect of the implementation of IFRS 16. The cash flow from investing activities amounted to SEK -37 M (-32). Cash flow after investments thereby amounted to SEK 163 M (54).

Capital, investments and return

At the end of the period, consolidated working capital amounted to SEK 549 M (572) and average working capital tied-up was 13.1 percent (11.7). Of the year’s investments, totalling SEK 25 M (35), investments in intangible assets accounted for SEK 0 M (2) and investments in tangible assets for SEK 25 M (33). The return on capital employed excl. IFRS 16 decreased in comparison to last year and amounted to 5.6 percent (9.4).

Financial position and liquidity

At the end of the period, consolidated cash and equivalents, including overdraft facilities, were SEK 318 M (208) and consolidated interest-bearing net debt excl. IFRS 16 amounted to SEK 373 M (440). At the end of the period, equity totalled SEK 922 M (892) and the debt/equity ratio improved to 40 percent (49).

A new three-year credit agreement was signed with Skandinaviska Enskilda Banken. The facility amounts to SEK 825 M and matures in July 2022 with an option for extension by another two years.

BE Group’s core values act as a guide in the day-to-day work of everyone within BE Group.

Employees

BE Group considers the employees to be the Group’s most important resource. They are the face towards customers and suppliers and it is therefore important that everyone who works at BE Group contributes to the company being perceived as an economically, socially and ethically responsible company. It is the people at BE Group who make things happen and make it possible for the company to keep its promises. The corporate culture is based, among other things, on what BE Group has defined as its core values. These values act as guidance in the day-to-day work of everyone within BE Group. They address how the employees behave towards one another, as well as towards customers, suppliers and others with whom they come into contact. These are: Dynamic, Transparent and Sustainable. Read more in Vision, Business Idea and Values.

The number of employees amounted to 639 compared to 667 at the same time last year and the average number of employees during the year amounted to 652 (668).

Environmental policy and environmental work

BE Group is working with environmental issues as an integrated part of its operations. With its position between steel producers and customers, it is in the area of transport in particular that BE Group is able to help lessen the environmental impact. In addition, BE Group works continuously to improve its own facilities’ energy consumption, emissions and waste management.

Overarching environmental policy

A comprehensive environmental policy forms the basis of BE Group’s environmental work. The policy states that BE Group shall:

  • As a minimum comply with current environmental legislation and requirements from local authorities.
  • Be economical in the use of energy and natural resources.
  • Work to decrease the amount of waste and emissions from the facilities.
  • Identify opportunities to make adjustments benefiting the environment when making investments and changes in processes and facilities.
  • Maintain a high level of awareness on environmental issues through ongoing training.
  • Document and communicate environmental work to employees and provide open and objective information to external stakeholders.

BE Group is engaged in operations at two sites in Sweden for which environmental permits are required. In Finland, operations in one site require environmental permits. Group companies have obtained special permits to engage in operations in the countries where such permits are required. All operations within the Group, with the exception of Lecor Stålteknik, are certified under the ISO 14001 environmental management system.

Risks and risk management in BE Group

BE Group’s profits and financial position are affected by a large number of factors. Several of these are beyond the Company’s own control. The Group operates in several countries and is therefore exposed to various risks as a consequence of differences in legislation, regulations and guidelines. Risk management within the Group is guided by established policies and procedures that are revised by the Board of Directors and/or Group Management on an ongoing basis. The most important risks and factors of uncertainty for BE Group can be divided between:

  • Market risks (economic and steel price trend)
  • Operational risks (suppliers, customers, contractual relationships, personnel, product liability, legal and environmental liability)
  • Financial risks (currency risk, interest risk, refinancing risk and credit risk)
  • Sustainability-related risks (environment, health and safety, human rights and corruption)

Market risks

Economic trend

BE Group has a large number of customers in different industries and is therefore affected by the general economic climate. A weak economic trend increases the risk of lower demand for the Group’s products, resulting in lower sales revenues. In addition, a weaker economy can lead to low inventory turnover, falling prices and inventory losses on existing inventories. BE Group’s strategy regarding inventory levels is to warehouse products based on estimated customer demand. The various companies in BE Group strive to maintain a level of inventory turnover suited to the market and local conditions of each company. The operational control of inventory levels is exerted by means of targets for the number of inventory days.

Steel price trend

The steel industry is influenced by economic developments. As a consequence, steel price trends are volatile and are affected by the balance between the production offering and demand for steel at the different points along the value chain. Steel prices affect BE Group such that higher market prices provide a greater contribution towards covering the Group’s costs given a constant gross margin. The steel price trend also affects final sales prices for products held in inventory, which for BE Group entails a financial impact in the form of inventory gains and losses. To limit these inventory effects, BE Group is working actively to reduce the number of inventory days while maintaining its level of service towards customers. Consequently, falling steel prices have a negative impact on BE Group’s operations and earnings, while increased prices have a positive impact.

The table below shows the estimated effect on underlying operating result of changes in steel prices and sold tonnage. The sensitivity analysis is based on the outcome for 2019 and assumes a constant underlying gross margin.

Change Operating result effect
Steelprice +/-5 % +/-23 MSEK
Tonnage +/-5 % +/-25 MSEK

Operational risks

Suppliers

BE Group’s product range consists of materials from several different suppliers. The Group strives to establish relations with the best steel producers and to maintain sustainable, long-term cooperation. To safeguard access to materials on each individual occasion, the Group seeks to always maintain relations with several suppliers in each product group. Over the year, BE Group has cooperated with more than 500 suppliers. Before establishing new business relationships and entering into agreements, suppliers’ capacity to meet BE Group’s demands in terms of finance, quality, logistics, the environment and other aspects is ascertained.

In BE Group’s assessment, it is not dependent on any single supplier and all major suppliers are considered fully replaceable, so disruption to deliveries by any one of them does therefore not entail long-term consequences for operations. In 2019, the largest single supplier accounted for 17 percent (21) of the Group’s purchases. Combined, the ten largest suppliers accounted for 54 percent (56) of the Group’s total purchasing. BE Group is exposed to the risk that deliveries from suppliers could be substantially delayed in the event of interrupted production, capacity shortage or transport issues, outside the control of BE Group. This can mean loss of income and/or more expensive actions to meet our commitments to customers.

Customers

BE Group’s operations are conducted in several different markets and to numerous customer categories. The ten largest customers accounted for 13 percent (13) of total sales in 2019. BE Group has a large number of customers in different industries and consequently, a good risk diversification. The Company actively works to manage credit risks (see Note 31 for further information) by setting credit limits and focusing on collecting overdue receivables.

Increased direct deliveries from steel producers

Users of steel have mainly two sources of purchases: directly from steel producers or from trading and service companies. Traditionally, many large-scale users have bought directly from producers, while small and medium-sized users have often made use of trading and service companies. There is, however, a risk that producers will try to extend their direct sales, reducing the use of trading and service companies as agents.

Contractual relations

The Group is custom to rely primarily on its good and often long-term relations with customers and suppliers, and on the normal practices that have been established between the parties. There are specific agreements with some of BE Group’s larger customers and suppliers.

Human Resources

BE Group depends on competent employees for its future development and success. The ability to recruit, retain and develop qualified employees and to be an attractive employer is important. The effect on the operations would be negative if key individuals were to quit and without it being possible to recruit suitable replacements. BE Group has compiled a number of values that reflect the spirit of the Group and pervade its management. BE Group’s commercial competence is continuously developed through training and recruitment. Training efforts include broad programs aimed at many employees, as well as specialized solutions for individuals.

Product liability

In the event of defect products, some of the products that BE Group sells could cause personal injury or other harm, thereby incurring a risk of claims for damages in accordance with the product liability laws of the country concerned. BE Group has taken out the conventional liability insurance policies on its operations.

Legal

Since BE Group maintains operations in several countries, the Group is exposed to different laws, regulations, agreements and guidelines, as well as to changes in the stipulations within these. Among other things, regulations include trade restrictions, such as customs duties and tariffs, requirements for import and export licenses, restrictions on movements of capital and tax regulations. In all commercial operations, disputes may arise as a consequence of differences of opinion on issues of responsibility and interpretations of contract terms. From a risk perspective, BE Group is not dependent on any individual commercial agreement that could significantly limit the Group’s operations.

Environmental legislation and responsibility for the environment

BE Group’s operations are subject to legislation pertaining to the environment, as well as regulations on emissions to the atmosphere and water, waste management and the workplace environment. BE Group could become liable for environmental damage caused by operations conducted, or that have previously been conducted by the Company. According to Swedish law, certain environmental liability is not subject to limitations of time. It cannot be ruled out that operations such as those that are conducted, or have been conducted, by BE Group could lead to liability for environmental impacts that do not appear until much later.

Financial risks

For an account of financial risks, see Note 31.

Sustainability-related risks

For an account of sustainability-related risks, see the Sustainability Report.

Share-related information

Ownership structure

The BE Group share has been listed on the Nasdaq Stockholm Exchange since the end of 2006. At the end of the financial year, BE Group had 4,768 shareholders, compared to 5,151 at the end of last year. AB Traction and Svedulf Fastighets AB were the two largest owners with 22.3 percent and 20.3 percent of the shares, respectively. Information regarding other major owners is available under The Share. At the end of the year, the proportion of institutional ownership (legal entities) totalled 68 percent and foreign ownership was 7.5 percent.

At the end of the year, the four members of Group Management (Peter Andersson, Daniel Fäldt, Sandra Eriksson and Lasse Levola) together held 5,700 shares in BE Group. At the same time, the company’s directors together held 2,983,808 shares, including shares in close association. The disclosures regarding shareholdings in BE Group for the Board of Directors and Group Management refers to own and physically related owned shares, endowment insurance and legally owned shares which directly or indirectly is controlled by the person or its relatives.

BE Group held 26,920 treasury shares at the close of 2019.

Share capital, shares outstanding and rights

The registred share capital amounted to 13,010,124 (13,010,124) common shares on December 31, 2019. Each share has a quotient value of SEK 20.00 (20.00). According to the Articles of Association, minimum share capital in the Company is SEK 150,000,000 and maximum share capital SEK 600,000,000, with a minimum of 10,000,000 and a maximum of 40,000,000 shares. Share capital is determined in Swedish kronor.

All shares convey equal rights to a percentage of the Company’s net assets, profits and any surplus upon liquidation. Each share carries one vote and there is only one class of shares. There is no limit to the number of votes a shareholder may cast at the Annual General Meeting or with respect to transfer of shares. The Company is aware of no agreements between shareholders which may limit the right to transfer shares.

Further information about the BE Group share is provided on www.begroup.com.

Authorization to the Board of Directors

The Annual General Meeting resolved to authorize the Board of Directors, on one or several occasions and not later than the 2020 Annual General Meeting, to make decisions regarding the transfer of treasury shares for the purpose of financing smaller corporate acquisitions. Transfers of at most 26,920 shares, corresponding to the company’s existing holding of treasury shares, may deviate from shareholders’ preferential rights. Transfers may be applied as payment of all or part of the purchase consideration in the acquisition of companies or operations or parts of companies or operations, in which case the payment shall correspond to the assessed market value of the shares. Alongside share transfers, payment may be effectuated through capital contributed in kind or by setting off claims against BE Group. Transfers may also be made on cash payment through sales on the Nasdaq Stockholm Exchange at a price within the price interval registered at any given time – that being the interval between the highest bid price and lowest asking price at the time of sale. The Board of Directors shall have the right to decide on other conditions for the transfer. However, the conditions shall be market-based.

During the year, no treasury shares were transferred and BE Group held 26,920 treasury shares, corresponding to 0.2 percent of the share capital, which was acquired for a total amount of SEK 21 M.

Dividend and dividend policy

According to BE Group’s dividend policy, the Group will distribute at least 50 percent of profit after tax, over time. BE Groups financial positions and future outlook shall be taken into account in determining the payment of dividends. The Board of Directors proposes that no dividend (1.75) will be paid for the financial year of 2019.

Corporate governance

The Corporate Governance Report is presented on pages 80-83.

Remuneration principles for senior executives

The 2019 Annual General Meeting adopted guidelines for executive remuneration. The policies apply to remuneration and other terms of employment for the individuals who, while the policies are in effect, are members of Group management for BE Group.

Group managment consisted of four persons during 2019: the President and CEO, the CFO, Business Area Manager for Finland & Baltics and the Group Sourcing Director.

The policies apply for agreements entered in accordance with Annual General Meeting resolutions and to amendments to existing agreements made after this date. The guidelines are reviewed annually.

The guidelines mainly state that remuneration for senior executives shall consist of fixed base pay, variable remuneration, pension benefits and other benefits. Total remuneration shall be market-based. Fixed pay shall be individual and differentiated based on the individual’s responsibilities and performance and set annually. Variable remuneration shall be related to the degree of meeting the annual predetermined, well-defined goals and shall amount to a maximum of 50 percent of fixed salary.

Pension is to be defined contribution-based and correspond to a maximum of 30 percent of fixed annual salary.

Where notice of termination is issued by BE Group, fixed salary and severance pay shall not exceed an amount equivalent to 12 months’ fixed pay.

The actual remunerations agreed during the year are detailed in Note 3.

Remuneration principles for senior executives proposed by the Board of Directors for the Annual General Meeting 2020

The Board of Directors of BE Group AB (publ) (“BE Group”) proposes that the annual general meeting 2020 resolves on the following guidelines for executive remuneration.

The individuals who are members of the group management of BE Group during the period of which these guidelines are in force, fall within the provisions of these guidelines. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2020. These guidelines do not apply to any remuneration decided or approved by the general meeting.

The guidelines’ promotion of BE Group’s business strategy, long-term interests and sustainability

BE Group is a trading and service company in the steel and metal industry. Customers mainly operate in the construction and manufacturing industries in Sweden, Finland and the Baltic States, where BE Group is one of the market’s leading actors. With extensive expertise and efficient processes in purchasing, logistics and production, BE Group offers inventory sales, production service and direct deliveries to customers based on their specific needs for steel and metal products. BE Group’s vision is to be the most professional, successful and respected steel service company in the markets where the company is active. A prerequisite for the successful implementation of BE Group’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. The objective of BE Group’s guidelines for executive remuneration is therefore to offer competitive remuneration on market terms, so that competent and skillful personnel can be attracted, motivated and retained. These guidelines enable the company to offer the executive management a competitive total remuneration. For more information regarding the company’s business strategy, please see www.begroup.com.

Types of remuneration, etc.

The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

Fixed cash salary

The fixed cash salary for the senior executives within BE Group shall be individual and differentiated on the basis of the individual’s responsibility and performance, and shall be determined annually.

Variable cash remuneration

The variable cash remuneration shall be based on predetermined, well-defined and measurable financial criteria for the group and the relevant business area and may amount to not more than fifty (50) percent of the total fixed cash salary during the measurement period for the criteria. The criteria for variable cash remuneration shall mainly relate to the group’s and the business area’s respective underlying operating result and, in addition, individual criteria may be established. The criteria shall be designed so as to contribute to BE Group’s business strategy and long-term interests, including its sustainability, by for example being linked to the business strategy or promoting the senior executive’s long-term development within BE Group. The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year.

Pension benefits

For the CEO and other senior executives, pension benefits shall be premium defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than 30 percent of the fixed annual cash salary.

Other benefits

Other benefits may include, for example, life insurance, health and medical insurance, company cars and housing allowance. Such benefits may amount to not more than 10 per cent of the fixed annual cash salary.

Foreign employments

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Criteria for awarding variable cash remuneration, etc.

The remuneration committee shall prepare, monitor and evaluate matters regarding variable cash remuneration. After the measurement period for the criteria for awarding variable cash remuneration has ended, it shall be determined to which extent the criteria have been satisfied. Evaluations regarding fulfilment of financial criteria shall be based on established financial information for the relevant period. Remuneration to the CEO shall be resolved by the Board of Directors. Remuneration to other senior executives shall be resolved by the CEO, after consulting the remuneration committee.

Variable cash remuneration can be paid after the measurement period has ended or be subject to deferred payment. The Board of Directors shall have the possibility, under applicable law or contractual provisions, to in whole or in part reclaim variable remuneration paid on incorrect grounds (claw-back).

Employment term and termination of employment

The notice period may not exceed twelve months if notice of termination of employment is made by the company. Fixed cash salary during the period of notice and severance pay may together not exceed an amount equivalent to the fixed cash salary for twelve months for the CEO and other senior executives. The period of notice may not exceed six months without any right to severance pay when termination is made by the executive.

Salary and employment conditions for employees

In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the remuneration committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

The decision making process to determine, review and implement the guidelines

The Board of Directors has established a remuneration committee. The committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. The members of the remuneration committee are independent of the company and its executive management. The CEO and other members of the executive management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines

The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the remuneration committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.

The Board of Directors’ preparation and resolutions in business related to salaries and other terms of employment for senior executives

Due to its small size, the Board found it suitable not to appoint a remuneration committee during 2018. This decision was made at the 2018 statutory meeting. Salaries and other terms of employment, pension benefits and the bonus system for the CEO and immediately subordinate managers were handled by the Chairman of the Board in dialogue with the CEO. The Chairman of the Board reported back to the Board who drafted the executive remuneration policies to propose to the Annual General Meeting for resolution. The Board has also been tasked with monitoring and assessing variable remuneration programs for senior executives that were ongoing or terminated during the year and with monitoring and assessing the application of the guidelines for remunerations for senior executives.

The Board decided to reintroduce the remuneration committee at the Board meeting in October 2019. The assignment of the Remuneration Committee is to address matters related to salaries and other terms of employment, pension benefits and the bonus system for the CEO and the managers reporting directly to him. The Committee makes decisions regarding the remuneration of senior executives other than the CEO, based on proposals by the CEO.

Provisions of the Articles of Association on appointment and discharge of directors and amendment of the Articles of Association

There are no provisions in the Articles of Association on appointment and discharge of directors and amendment of the Articles of Association. In accordance with the provisions in the Companies Act, directors are elected by the Annual General Meeting for the period extending until the close of the first Annual General Meeting after that at which they were elected, and amendments to the Articles of Association are determined by the Annual General Meeting in accordance with the regulations set out in the Companies Act.

Contingent liabilities

Consolidated contingent liabilities amounted to SEK 13 M (14).

Significant events after the end of the financial year

The prevailing uncertainty in the world regarding what consequences of the spread of Covid-19 (coronavirus) will result in is currently significant and poses a risk to virtually every company in the world.

BE Group’s Board of Directors decided on March 16, 2020, to withdraw the previously communicated proposal to the Annual General Meeting concerning dividend of SEK 1.75 per share, in total approximately SEK 23 M. The Board´s decision was taken in light of the prevailing conditions around the world with the insecurities about the possible future economic effects related to the outbreak of Covid-19 (coronavirus).

BE Group is initiating a process to centralize warehouse and production operations in Sweden to the site in Norrköping. The intention, related to this change, is to close the warehouse in Malmö which will affect approximately 15 employees. The one-off cost is approximately SEK 35 M and will be charged to the first quarter 2020. The centralization also leads to cost savings of approximately SEK 15 M per year.

No other significant events have taken place after the end of the period.

Accounting principles

As of January 2005, the consolidated accounts are prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Commission for application within the European Union. A more detailed explanation of accounting principles is available under “Accounting principles”.

Appropriation of earnings

The Board of Directors’ proposal for the appropriation of earnings is detailed under Appropriation of Earnings and in note 24.