ACCELL GROUP ANNUAL REPORT 2020 | 3.2 Supervisory Board Report

3.2
Supervisory Board Report

Focus items 2020

General

The developments and challenges Accell Group had to deal with in 2020 were not only unforeseen, but also unprecedented. The COVID-19 pandemic had a severe impact on Accell Group with a sharp drop in sales in March and April as dealer outlets across Europe had to shut down on government orders. Overnight, the company had to roll-out measures to create a safe working environment for its employees. Asian supply chains were severely disrupted, which had an immediate impact on production. Cash generation and cost control became overriding priorities.
By contrast, from May onwards Accell Group's bike sales recovered strongly as lock-down restrictions were eased. This trend continued throughout the remainder of the year and resulted in record sales for the full year of 2020.

The Supervisory Board is pleased how the Board of Management has guided Accell Group through this difficult period. We were informed on a frequent basis about developments and actions undertaken. Priorities were the health and safety of our people and the Company's financial position.

In September we held a full day meeting with management to review lessons learned and the strategy going forward. We concluded that there is a realistic expectation that our business will continue to grow. Both consumers and governments share a desire for green and healthy mobility with modern bikes as a favoured solution. Plans are in place to position the organisation for a leading role in this exciting development.

Overview activities and meetings

The Supervisory Board held five regular meetings in 2020 according to schedule, and we had thirteen additional meetings. Eleven of those additional meetings took place between the end of March and mid-June and were fully dedicated to COVID-19 developments and its impact on the Company. Focus was on the health of employees, the pressure on the supply chain and the extension of credit facilities, such as a loan under the GO-C guarantee. The other two additional meetings focussed on the review of the risk and control framework, investor relations and Accell Group's shareholder base. All meetings were attended by members of the Board of Management. We also held five closed sessions, in the absence of the Board of Management, either preceding or following our regular meetings.

In the hands-on, open and informal spirit that characterises Accell Group, our Board members actively engage with the Board of Management as well as the wider management group. This gives us an opportunity to share information on an informal basis and give advice when appropriate. The Chairman frequently interacts with the CEO and his colleagues and with the Company Secretary. Similarly, the chairs of the Audit committee and the Selection and Remuneration committee stay in touch with the managers in the areas that fall under their oversight.

The discussions in our Board are largely based on documents and presentations by the Board of Management and/or advisors. By way of preparation, many subjects are (also) extensively addressed in advance in the committee meetings.

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Board attendance was high throughout 2020, with members rarely absent.

*On the absence from meetings, Mr. van de Weerdhof was forced to miss one day of meetings due to personal circumstances (sickness); he provided input for that meeting prior to that meeting.

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To ensure that no important matters are overlooked in the discussions, we work with an annual calendar. In the 2020 meetings with the Board of Management, the Supervisory Board was updated on a number of recurring items, such as news regarding Accell Group, financial performance, net working capital and cash management developments, financial forecasts, the tracking of bank covenant ratios, reports on the operating companies, developments in the markets in which Accell Group operates, progress made with business projects and strategic initiatives, key legal contracts and divestment and acquisition opportunities. Other matters discussed included the 2020 interim report and interim statements.

In early March 2020 we discussed the 2019 annual report and financial statements, the reserve and dividend policy and the dividend proposal for 2019. In that meeting we also assessed the performance rating of the bonuses for the financial year 2019 and the vesting of the conditionally granted long-term (performance-based) shares over the past three years. We also set the performance criteria for the 2020 short term (bonus) and long term (conditional shares) remuneration for the Board of Management.

At the end of March 2020, we endorsed the Board of Management's proposal to withdraw the earlier 2019 dividend proposal from the General Meeting agenda. This decision was made for business continuity reasons, based on the severe impact of COVID-19 on our business and financial results and on the liquidity position at that time combined with limited visibility regarding the duration and impact of the pandemic.

For the same reasons, in April 2020 the Board of Management proposed unanimously to refrain from any form of regular variable remuneration over the 2020 financial year, while the CEO Ton Anbeek also decided to refrain from the proposed increase in his short-term (cash) bonus in general as included in the revised remuneration policy. Our Board endorsed these proposals.

In the context of the annual results 2020, in the meeting of the Supervisory Board held on 4 March 2021 we discussed and endorsed the 2020 annual report and financial statements. As communicated earlier, over the year 2020 no dividend proposal will be made to the General Meeting as dividend limitations apply as long as the GO-C credit facility is drawn.

Risk Management

Risk is an inherent part of doing business and pursuing the Company’s strategy. We concluded in our annual risk management review meeting in December that the Company’s risk and control systems are in place and working. We agreed with the Board of Management that Accell Group would take further steps to improve risk and internal control management with an emphasis on the formalisation and completeness of the controls and remedial measures, as well as the follow up to these measures.

Integrity

Accell Group made various efforts in 2020 in the area of Integrity. The organisation still has opportunities to reinforce its culture in this area. During 2021, Accell will launch a comprehensive programme aimed at raising awareness of and compliance with the Code of Conduct and other regulatory compliance requirements, including data privacy regulations.

SUSTAINABILITY

The Company once again increased its commitment to sustainability in 2020 through the explicit inclusion of challenging sustainability KPIs in the Board of Management long-term incentives. These were discussed and agreed with the Board of Management.

Our Board will monitor the progress made on the integrity and sustainability fronts in 2021.

Strategy and operational plan

In its oversight of the management of the business, the Supervisory Board dedicated a good deal of time to monitoring the progress made by management on the implementation of the 2018-2022 strategic plan.

In September 2020 we discussed with the Board of Management an updated review of the '2022 Lead Global, Win Local' strategy. This discussion took into account experiences, setbacks and successes since the launch of the strategy in 2018, as well as COVID-19 lessons learned.

We agreed with the Board of Management that the fundamentals of the strategy remain valid, with process improvements in areas such as sales and operations planning as critical enablers. Other areas in which the Company is taking steps include the fine-tuning of the organisation’s matrix model and innovation and design process, plus the creation of a shared IT and omnichannel infrastructure with increased emphasis on direct-to-consumer transactions. Members of our Board with subject knowledge had regular interactions with the digital team, a practice that we will continue in 2021.

Based on the strategy, the Company prepared an operational plan for 2021, which was discussed and approved in our meeting in December.

In January 2020, we visited the operations in Germany and had discussions with management about challenges and opportunities in their markets. Unfortunately, as from mid-March onwards COVID-19 restrictions prevented us from meetings in person with local management and from visiting any other operations.

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Shareholders and Investor relations

We believe that an open and regular dialogue with shareholders and investors is important to explain the Company’s strategy and performance and to receive their feedback. We follow investor relations activities, trading updates, share price developments and the composition of the shareholder base, which we evaluate on a regular basis, along with feedback from investor roadshows. We discuss press releases related to the Company’s performance prior to publication. In 2020, Accell updated its internal response manual related to a potential (hostile) takeover approach.

Together with the Board of Management, we prepared the General Meeting which, due to COVID-19 restrictions, could be followed via a webcast with a chatbox facility for questions. We evaluated this meeting after the event. We were pleased to note the General Meeting adopted all proposals submitted to a vote.

Composition and functioning of the Supervisory Board and the Board of Management

Supervisory Board

The members of the Supervisory Board collectively represent a broad range of experience and expertise. This allows us to exercise effective oversight and to provide the management with support in their running of Accell Group's business..

As from 1 January 2020 onwards, the Supervisory Board consisted of four members and there were no changes in its composition.

According to the rotation schedule, Mr. Peter Ernsting is scheduled to step down in April 2021 due to the expiration of his third and final term. In recognition of the 10 years that he served on our Board, including his position as Chairman of the Selection and Remuneration committee, we would like to acknowledge his contribution to the Company during his tenure. His open attitude, his unwavering commitment and his business experience, especially in matters related to supply and production, have been very valuable.

Based on the updated profile of the Supervisory Board, we initiated a search for a new Supervisory Board member to fill the vacancy that will arise due to Mr. Ernsting's retirement. While aiming to maintain our combined skills and experience at the current level, diversity was an important consideration in this selection process. In our judgement this could best be achieved by extending the number of Supervisory Board members from four to five. We have identified suitable candidates and we aim to nominate them for appointment to the Board at the General Meeting in April 2021.

The Supervisory Board meets the requirements of the Dutch Corporate Governance Code on independence. It also complies with the rules to the effect that its members do not hold more than five supervisory board positions at “large” publicly listed Dutch companies. This gives the members sufficient time to fulfil their responsibilities properly, both individually and as a team. The Supervisory Board meets the requirements of the Code regarding the independence of its Chairman, the other Supervisory Board members and the Board as a whole. The Supervisory Board is not aware of any conflicts of interests between the Company and members of the Supervisory Board.

In the fourth quarter of 2020 we performed our annual self-assessment with the help of a specialised external consultant. The assessment was conducted in line with best governance standards and consisted of anonymous on-line questionnaires, followed by in-depth one on one interviews by the consultant with the individual members of our Board. The outcome of these interviews was presented by the consultant in an internal session of our Board and we discussed the conclusions and suggestions for further improvement. We extended this process to the members of the Management Board and the Company Secretary. We shared our and their conclusions and recommendations.

Areas of attention included the desire to resume team building activities post COVID-19. Building on the constructive dynamics among the Supervisory Board and with management, it was felt that there would be added value in further developing the advisory role of the Supervisory Board. With the anticipated changes in the Supervisory Board composition in 2021, the continuity of the role of the Remuneration Committee should be actively managed. This role can be embedded in the frequent interactions between the members of the boards which are already common practice in the Company. Finally, the Supervisory Board feels that it would want to dedicate more time for reflective dialogue and personal development.

Diversity

Both the Supervisory Board and the Board of Management recognise the benefits and importance of diversity in their composition, diversity is not limited to gender, but also includes skills, background, experience and nationality. The profile for our Board includes a target minimum of 30% for female and male board members. This target applies equally to the Board of Management.

Compliance with our target on gender diversity and the upcoming legal quota for female representation in the supervisory boards of Dutch listed companies is a priority. Neither the Supervisory Board nor the Board of Management currently meet the target for gender diversity. Therefore, In the search process to fill the upcoming vacancy in the Supervisory Board, this was an important consideration.

Our two boards recognise that gender diversity at the top should also come from a balanced composition in terms of gender at other layers in the organization. The Company therefore devotes specific attention to women in its management development program and recruitment process. However, it will take time before these measures lead to achieving the target on gender diversity at executive level, given the traditional overrepresentation of males in our industry.

Board of Management

The Board of Management comprises of three members and did not change in 2020.

In March 2020 we set personal targets for each member of the Board of Management and we monitored their performance over the course of the year. In January 2021 we assessed their performance and interviewed the individual members of the Board of Management. We also consulted a number of major stakeholders. Based on our own observations and the information received, we provided the Board of Management with feedback. Our overall conclusion was that the relationship between the Board of Management and the Supervisory Board is good and constructive, while sufficiently critical. We cooperate in a spirit of transparency.

We concluded that none of the Board of Management members holds more than two supervisory positions at large organisations or a position as chairman of such a supervisory body. This is in line with the Dutch Management and Supervision Act and the Code. No conflicts of interest between the Company and member of the Board of Management were reported.

2020 Financial statements and dividend

The Board of Management has prepared this annual report, including the 2020 financial statements. The financial statements have been audited by the external auditor, KPMG Accountants N.V.; the unqualified independent auditor’s report is included in Chapter 5 of this annual report.

The Supervisory Board discussed the 2020 draft financial statements with the Board of Management and KPMG in a meeting on 4 March 2021 and we concluded that we agree with the 2020 financial statements.

Accell Group will not make a dividend proposal will be made to the General Meeting 2020. This is based on the many uncertainties that still exist around the COVID-19 situation and on the GO-C credit facility dividend limitations that exist as long as this facility is drawn.

The members of the Supervisory Board and Board of Management have signed the 2020 financial statements pursuant to their statutory obligation under article 2:101.2 of the Dutch Civil Code. The members of the Board of Management have also issued the statements required under section 5:25c.2.c of the Dutch Financial Markets Supervision Act (Wet op het Financieel Toezicht).

The Supervisory Board recommends that the General Meeting adopts the 2020 financial statements, and discharges the members of the Board of Management for their management of the Company and its affairs in 2020 and the members of the Supervisory Board for their supervision of said management.

Concluding remarks

Primarily due to the COVID-19 pandemic, 2020 was a very eventful and challenging year. Accell Group has coped with this situation very well. The Company did this on the basis of strong and focussed leadership by the Board of Management, the flexibility and ingenuity of staff and management teams and last but not least the exceptional commitment of all the people working for Accell Group.

However, there is no time to be complacent. The pandemic is not over yet, supply chain bottlenecks still exist and Accell Group is still in the process of finetuning the implementation of its strategy.

Still, we are confident that by always keeping our customers and consumers in mind and with a strong focus on the strategic priorities, aided by the strength of Accell Group’s brands and the quality of its products, its stated goals will be achieved. Trends are favourable: “Cycling moves the world forward” and Accell Group stated purpose “We make the world a better place“, has never seemed more relevant than today.

Heerenveen, the Netherlands, 4 March 2021

Rob ter Haar, Chairman
Gert van de Weerdhof, Vice-chairman
Peter Ernsting
Daniëlle Jansen Heijtmajer

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Audit Committee

The Audit Committee supports the Supervisory Board in the execution of its supervisory tasks and in the preparation of decision-making in the fields of financial reporting, risk management and internal controls.

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The Audit Committee consists of the financial expert and at least one other member of the Supervisory Board. In 2020, the committee consisted of Ms. Jansen Heijtmajer (chair) and Mr. Van de Weerdhof (member). The chair of the Audit Committee is the first point of contact for the external auditor should the latter find any irregularities in the company’s financial reporting.

In 2020, the Audit Committee met four times (2019: five times). All the meetings of the committee were also attended by the CFO, the Group Finance Director and the internal and external auditors.

The chair of the Committee had regular contact with the CFO in between meetings to discuss focus items such as the financial performance, cash-flow, the conditions for the new financing facilities under the GO-C guarantee, the progress on IT implementation and other business risks and matters. Similarly, the chair was in regular contact with the head of internal audit to discuss any issues and audit findings. The Committee shared its deliberations and findings in the Supervisory Board meeting following the Audit Committee meeting.

In the year under review, the Audit Committee executed the regular preparatory tasks and responsibilities, that were recurring items in most of the Committee's meetings, and were related to the:

Company’s financial performance and progress on budget and financial forecasts.
Integrity and quality of the financial reporting.
Discussion of the financial statements, the “in control statement” and the external auditor’s report on 2020.
Effectiveness of the internal risk management control systems and how these are embedded in the Company.
Compliance with relevant bank covenants.
Relationship with the internal auditor and external auditor, including the independence of the external auditor, as well as the progress and priorities on follow-up actions related to key audit findings and other recommendations in the 2020 management letter and in internal audit reports.
Review and approval of the 2020 audit plan and related fee proposal as presented by the external auditor, as well as the effectiveness of the external audit process in 2020.
Annual evaluation of the internal audit function, as well as advice on the internal audit plan.
Effects of and preparations for and progress in alignment with new reporting standards, legislation and regulations.
The 2020 annual report and financial statements, as well as the “in control statement” and the external auditor’s report were discussed in the Audit Committee meeting held on 3 March 2021.

The outcomes of these items were reported to the Supervisory Board.

In 2020, the Audit Committee also discussed the progress on the optimisation and standardisation of the risk management and internal control framework, and provided advice on how to make further improvements. The Committee is pleased to see that Accell Group had recruited an additional resource to scale up these processes.

These were recurring items in all of the committee’s meetings.

Other specific topics of review in 2020 included the modelling of cash management, as well as the process that led to the decision to terminate the implementation of a proposed new ERP system and the subsequent upgrading of the existing systems.

The Committee was kept closely informed on the implementation of the Company’s data privacy and cyber security programme, as well as any (potential) integrity issues.

The Audit Committee extensively discussed the findings and results of the external auditor’s 2020 management letter, including their observations, findings and recommendations. The main topics were related to the continued formalisation and roll-out of the internal control framework, the prioritisation and management of projects, and the IT strategy and related risk- and data management processes. The Board of Management endorsed these recommendations and they will be followed up on in 2021.

The chair of the Audit Committee regularly communicated on a one-to-one base with KPMG, the external auditor. In early 2021, the Committee conducted an extensive assessment of the performance of KPMG and discussed few improvement areas (for both KPMG and the Company). Based on the outcome of this assessment as well as the observations made by the Board of Management, the Audit Committee considers the relationship with the external auditor to be effective and proposed to the Supervisory Board that the external auditor be nominated for re-appointment by the General Meeting to audit the 2022 financial statements, which nomination was endorsed by the Supervisory Board.

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Selection and Remuneration Committee

The Selection and Remuneration Committee supports the Supervisory Board in the execution of its supervisory tasks and the preparation of decision-making in the field of selection and appointment procedures for members of the Supervisory Board and the Board of Management, the remuneration policy and the level of remuneration and employment contract terms for members of the Board of Management.

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In 2020, the Selection and Remuneration Committee consisted of Mr. Ernsting (chair) and Mr. Ter Haar (member). The composition of the Committee is in line with the provisions of the Dutch Corporate Governance Code.

In 2020, the Committee met six times (2019: 10 times) and was also in frequent contact via video calls. All the members of the Committee were present at the meetings.

The search for and the nomination of new members to the Supervisory Board, to fill the upcoming vacancy due to the departure of Mr. Ernsting in April 2021 as well as the expansion of the Supervisory Board by one member, was a key focal point for the committee last year. In this regard, the Committee held two specific meetings with the Works Councils.

Other matters the Selection and Remuneration Committee focused on in 2020 included:

Presentation and approval of the new remuneration policy for the Board of Management at the General Meeting in April 2020.
Preparation of the proposals and the performance criteria regarding the fixed remuneration, and the short- and long-term variable remuneration of the members of the Board of Management over 2020.
Preparing a proposal for setting the short-term variable remuneration (cash bonus) over 2019, as well as the long-term variable remuneration (vesting of previously granted conditional shares), based on the 2019 performance and the applicable criteria.
Succession planning within the Company; the Committee held an extensive meeting in September with the Board of Management and the HR director present.
The profile of the Supervisory Board was updated and also brought into line with latest legislative requirements and with the Code.
With regard to the composition of the Supervisory Board, we appointed an external professional recruiter to provide suitable candidates. Interviews were held and preferred candidates were presented to Board of Management and Works Council representatives. While the goal was to maintain the present level of skills in the Supervisory Board, we considered diversity an important factor in this selection process. In our view this could best be achieved by extending the number of Supervisory Board members to five from four, which was supported by our Board. In the meantime, we have identified suitable candidates and our Board intends to nominate them for appointment to the General Meeting in April 2021.
We made preparations for the assessment of the functioning of the Board of Management over 2020, which was completed in early 2021.
We drew up the 2020 remuneration report, which explains how the remuneration policies were implemented in practice.
In December we were informed about the outcomes of the employee engagement survey, which showed considerable improvements compared with to the previous survey held in March 2019.

In April 2020, based on the severe impact of COVID-19 on our organisation, our employees and the financial results at that time, the Board of Management unanimously proposed to refrain from any form of regular variable compensation for the 2020 financial year, while the CEO Ton Anbeek also decided to refrain from the proposed increase of his short-term (cash) bonus in general as included in the revised remuneration policy.

We discussed this proposal in our Committee and we endorsed the proposal from the Board of Management.

The Supervisory Board discussed and adopted the remuneration package for the Board of Management for 2021 on 4 March 2021. At the same time, the Supervisory Board also determined the variable remuneration over the 2020 financial year, which was included in the 2020 financial statements.

Based on the preparatory work of the Committee, the Supervisory Board discussed and adopted the 2020 remuneration reports for the Board of Management and the Supervisory Board in its meeting in March 2021. These reports will be presented to the General Meeting on 21 April 2021 for an advisory vote. The full remuneration reports over 2020 can be found in section 3.3 of this Annual Report and on Accell Group's website.

The General Meeting of 22 April 2020 adopted the remuneration of the Board of Management and Supervisory Board, based on articles 2:135 and 2:135a of the Dutch Civil Code. The policies can be found on Accell Group's website.