Director's report

Important information

Norway and the world are experiencing a corona crisis, falling oil prices and economic meltdown. For that reason shareholders should note that the consolidated financial statements and associated notes describe the company’s status as at 31.12.19 and that the economic impact of increased uncertainty and consequent falls in value are therefore not reflected in the 2019 financial statements. In particular, please note that the valuations provided in the statement of financial position were made on 31.12.19, as the Accounting Act does not permit provisions and write-downs originating after that date. It is more than likely that the values presented in the statement of financial position are now considerably lower than at 31.12.19. 

About GC Rieber

GC Rieber AS is a private holding company with five active business divisions: Shipping, Compact, Oils, Salt and Eiendom as well as a financial portfolio which from 2020 constitutes a sixth division named Fortuna. The company’s business model 4.0 is based on independent business divisions with their own boards and complete management teams, all brought together by our shared values and our brand with the vision Creating Joint Futures.

GC Rieber dates back to 1879 and has a proven history of practising good corporate social responsibility as an integral part of its business. The group has adopted robust new ambitions in relation to sustainability. The companies’ specialist expertise in their respective markets combined with the owners’ and management’s dedication to innovation and development will generate many fascinating and profitable customer journeys in the future.

 

GC Rieber’s head office is located in Bergen. The company has operating subsidiaries and associates in Norway, Denmark, Australia, Canada, Russia, India, South Africa, Tunisia, Iceland and the Faroe Islands. The group has a combined annual turnover of around NOK 2 billion, total assets of more than NOK 7 billion, some 600 employees and almost 200 shareholders. 

For information about the company’s business divisions, please refer to each company’s presentation in the respective annual directors’ reports and on our website www.gcrieber.com.

Highlights

GC Rieber's 140th financial year was a good one overall. Two big sales with windfall gains, good financial results and all divisions in the black combined to give the group an overall strong result. The operating profit totalled NOK 216.6 million compared with NOK 85.9 million the previous year. The pre-tax profit was NOK 434.4 million compared with NOK 193.2 million in 2018. Return on equity was 12.0% compared with 5.8% in 2018.

Underlying results in the business divisions varied considerably, as accommodated by the business model. Oils and Eiendom delivered good results, Compact and Salt were satisfactory, while Shipping continued to incur operating losses. 

 

GC Rieber’s balance and liquidity remain healthy. The equity ratio at year end 2019 stood at 53.9% compared with 51.3% the previous year. 

At the start of 2020 the company adopted a new business model 4.0 with increased focus on GC Rieber’s ownership of its companies and greater independence for the companies. A new finance division has been created, and several of the companies have been refinanced. 

Key figures

KEY FIGURES GC RIEBER GROUP
(NOK million)
2019 2018
Total operating revenue 2018  1945
Pre-tax profit 434  193
Equity  3780 3470
Total assets 7008 6761
Return on equity 12,0 % 5,8 %
Return on total assets 7,9 % 4,5 %
Equity Ratio 53,9 % 51,3 %

 

 

 

Significant events in 2019

Sale of the property “Skipet” in Bergen at a significant accounting gain 

Sale of the vessel “Ernest Shackleton” at a significant accounting gain

Historically large profits from financial investments 

Completed and commissioned phase 4 at GC Rieber Oils’ concentrates factory in Kristiansund 

GC Rieber celebrated its 140th anniversary and GCC Rieber Fondene its 90th 


Significant events after the end of the financial year  

The coronavirus, fall in oil prices and economic meltdown are generating enormous negative consequences for GC Rieber’s assets and development opportunities 

Shearwater acquired CGG’s marine seismic business 

GC Rieber Fortuna AS was established as a dedicated division for investment management 

Finance

The group’s strategy is to sustain sufficient liquidity in the form of bank deposits, interest-bearing securities and overdraft facilities in order to finance operations and ongoing investments. It has also been decided that a certain amount of the company’s balance should be exposed to the financial markets. The size of the company’s liquidity reserves will be continually assessed to safeguard the company’s defensive need for preparedness and provide an offensive means of pursuing new opportunities. Investment management has been demerged from the parent company as a separate division under the name GC Rieber Fortuna AS with effect from the 2020 financial year. 

The investment portfolio delivered beyond expectations in 2019 with returns of 8.7 per cent. The weighting in shares is still below target, but this must be seen in the context of the company’s other financial exposures. 2019 has generally been a very good year for most asset classes despite a number of uncertainties globally. 

The company operates internationally and is therefore exposed to various risks, including credit, liquidity, interest rate and exchange rate risks. A range of financial instruments is used to reduce these types of risk. Parts of the group’s net interest rate exposure are hedged in various ways, including with fixed interest loans and forward rate agreements. Some of the group’s debts are in USD in order to reduce currency exposure. The group continues to consider whether to hedge expected future net cash flows in relevant currencies. Direct investments in foreign securities are also hedged. 

 

The board considers the group’s financial situation and liquidity to be good overall, at least before the corona crisis. It should be stressed that the parent company must be prepared to support investment in its subsidiaries and be ready to act if the subsidiaries were to see a drop in activity levels. The company has an overdraft facility with DNB Bank as at 31.12.19.

The world economy saw healthy growth in 2019, but during Q1 in 2020 this came to a sudden halt due to the corona crisis, falling oil prices and economic meltdown at home and abroad. At the time of writing it is highly uncertain how low activity levels will fall, and the consequences are unclear. All economic and financial assessments, forecasts and plans are therefore subject to considerable risk. 

The market for funding for new projects remained good throughout 2019. The banks’ financing costs appeared to be stable, something which was reflected in the company’s borrowing margins in 2019. The interest rate market was also stable at the end of 2019 but has since been severely affected by the unrest in the market in the New Year.

The group maintained a good dialogue with banks and financial institutions in 2019 and continues to see a high level of interest in funding projects operated by GC Rieber Gruppen. 

Liquidity and liabilities

Changes in cash flow for the group in 2019 totalled NOK 220 million, of which NOK 504 million from operating activities, NOK -51 million from investments and NOK -233 million from financing activities. 

The highest levels of investment in 2019 were seen in the Eiendom and Oils divisions. Dividends of NOK 8 million have been paid to shareholders in the group’s subsidiaries, while the parent company GC Rieber AS paid out NOK 32 million.

The group‘s current liabilities as at 31.12.19 amounted to NOK 394 million, which is equivalent to 12% of the group’s total liabilities, compared with NOK 408 million and 12% last year. 

 

Changes in the parent company’s cash flow in 2019 amounted to NOK 29 million, of which NOK 166 million came from operating activities, NOK -32 million from investments and NOK -104 million from financing activities. The company‘s current liabilities as at 31.12.19 totalled NOK 37 million, which is equivalent to 6% of the group’s total liabilities, compared with NOK 42 million and 7% last year. 

In accordance with Section 3-3a of the Norwegian Accounting Act, the company confirms that the requirements for the going concern assumption have been satisfied. 

Organisation

At the end of 2019 the group employed 398 people compared with 402 the previous year. Of these, 130 were female (equivalent to 33%) compared with 126 last year, and 268 were male (67%) compared with 276 last year. There were 120 contracted sailors on the company’s vessels, compared with 126 last year. There were also 51 contractors primarily working for our overseas companies. The group’s combined workforce thus consists of 569 people compared with 575 in 2018. The board should like to thank all of them for their hard work during 2019. 

GC Rieber sees diversity as a prerequisite for healthy growth. It therefore aims to achieve a good balance in terms of expertise, gender and age amongst its workers. This is emphasised in respect of activities such as recruitment and career planning. Competence will always matter the most in recruiting and career planning but  we will also have increased focus on parameters that can improve the gender balance. Concrete diversity targets were set in 2019 which must be met within a three-year period, including 40% women in executive positions. The parent company’s management team comprised 2 women and 3 men at the start of 2020 (40% women). There is a good balance in the form of women in leading positions at the subsidiaries and in technical and middle management positions, but all the CEOs are male. There is also a good gender balance on the boards, and many of the companies have 60% female representation. The board of the parent company also comprises 3 women and 2 men (60% women). 

GC Rieber’s management forum, which comprises 30 of the group's managers, held two meetings in 2019 focusing on innovation, management and skills development. Professional development and skills development are a priority for GC Rieber. All employees have a personalised skills and development plan which is followed up regularly based on the company’s goals, strategies and priorities. A new management development programme – Lead by Example – has been launched, founded on the group’s vision of Creating Joint Futures and designed to reinforce our management principles: result-oriented, inclusive and clear.

 

In line with the group’s company-specific arrangements for profit-sharing and on the back of the companies’ performance in 2019, a conditional decision has been made to pay between 1/2 and 2 additional months’ salaries to employees at Compact, the parent company, Oils and Eiendom. In light of the corona crisis, the decision to make the payments will be reviewed once we see the ultimate effects of the crisis. 

The working environment is considered to be good. Sickness absence across the group stood at 1.9% compared with 2.8% the previous year. Health and safety inspections have been carried out. Private health insurance and an annual individual health check-up are offered to employees. 

Systematic work has been undertaken to improve the reporting of occupational accidents and incidents. A total of 27 work accidents were reported in 2019 compared with 31 in 2018. Three of them resulted in short-term or long-term sickness absence, while 24 did not lead to absence from work. 

There are around 20 independent board members at the group's majority-owned companies who are not employed by or do not own shares in the business. Board members are elected on the basis of their expertise, experience, diversity and integrity. A practice has been established whereby at least one board member is replaced every year at one of the companies in the group. Directors' remuneration is set on the basis of responsibilities, time spent and remuneration levels at similar enterprises. No special bonus arrangements, options schemes or severance packages have been agreed for the chairman of the board or CEO. All the boards carry out an annual self-evaluation. 

The corporate governance guidelines are reviewed regularly. An annual letter is sent to the companies and boards at GC Rieber Gruppen, setting out their expected rate of return and desired direction and priorities for the group. 

GC Rieber celebrated its 140th anniversary in 2019 with an event in Grieghallen for employees and board members, the play “Skipet de Zee Ploeg”, a dinner for shareholders and a boardroom conference for all board members in the group. 

Innovation and technology

The group has intensified its focus on technology-driven innovation in recent years. Its digital foundations have been further reinforced by increasingly making use of IT and digitalising the work processes surrounding ERP and business intelligence. We are also well on our way to transferring our systems to cloud-based solutions. 

A digital business development trainee was appointed in 2019, to work at Shipping and then Eiendom. She also took part in organising the GC Rieber Innovation Challenge, an internal innovation competition with 13 registered teams of which 5 finalists presented their business ideas at the 140th anniversary event in Bergen. Throughout spring the team worked on their innovations and received training in design thinking and presentation skills. 

 

The Innovation Challenge generated much enthusiasm and helped highlight some of the innovation that takes place across the companies. It has also created a springboard for new ideas. All five winners will have their projects realised. In autumn Salt and Eiendom set up a joint development team to work on developing a customer portal and self-service solutions for customers. 

All CEOs and the parent company’s management team went on a study trip to Silicon Valley in 2019 to visit think tanks, Stanford University, accelerators, investors and a number of technology companies. The trip gave them new impulses and, through reflection and discussion, a new frame of reference and a new vocabulary. It was an important reminder that the future is arriving more quickly than we often like to think. 

Corporate social responsibility and sustainability

Looking after the world around us has been an important value for GC Rieber ever since the beginning more than 140 years ago. The establishment of GC Rieber Fondene in 1929, the inclusion of wider society as one of the company’s four pillars and the integration of good corporate social responsibility in strategies and day-to-day business are all examples of that.

2019 was the year when the idea of corporate social responsibility was complemented with the word sustainability, one which has been on everybody’s lips ever since. The topic has also been a priority for GC Rieber Gruppen and is ever present in the group’s boardrooms and management teams. GC Rieber’s business principle no. 10 reads: “Natural resources should be passed on to our descendants in at least as good a condition as when we took over.” This principle has been, and continues to be, an important guideline and inspiration for the group.

Social and economic sustainability are also important values in addition to environmental sustainability. We have adopted a Code of Conduct to ensure the quality of the supply chain along with a proactive focus on fighting corruption. Around 20% of the group’s profits go to GC Rieber Fondene and to the causes it supports in the areas of health, culture and outdoor pursuits. 

 

GC Rieber has been affiliated to UN Global Compact since 2010. With annual reporting and focus on the UN’s sustainable development goals, the group is in a good position to intensify its sustainability efforts leading up to 2030. All companies in the group have carefully analysed and selected those sustainable development goals that have the greatest impact and can make the biggest difference. You can read more about them in the companies’ respective annual directors’ reports and on our website www.gcrieber.com. 

In November 2019 GC Rieber Eiendom was awarded the Bergen Chamber of Commerce and Industry’s sustainability prize. The jury said that over the past decade the company has“… developed a number of sites in Bergen in a sustainable way with good solutions for buildings, urban spaces and entire neighbourhoods …”. The prize has been a great inspiration for the rest of the GC Rieber group, too, and confirms that long-sighted and determined effort both works and gets noticed. It will help spur us on as we work towards a socially, economically and environmentally sustainable future founded on GC Rieber’s vision: Creating Joint Futures. 

Strategy and future prospects

GC Rieber’s value base, brand and long-term strategy remain unchanged. However, during 2019 the board developed a new business model 4.0, which will come into effect in 2020. Central to the model is a portfolio review with further diversification and spreading of risk, whereby each business division employs at least 10% but no more than 20% of the group’s capital over time. As a result of this we established a new division for investment management at the start of 2020. The portfolio companies will be more independent under the new model, and the parent company will mostly concentrate on its ownership role while also supplying shared services where required. GC Rieber will otherwise maintain a solid balance sheet and healthy cash flows. 

The board is keen to continue to develop the group, and buying and selling companies is a natural part of its strategy. During 2019 the board worked to step up the pace of innovation and develop new projects that can help boost returns and create the foundations for potential new business areas in the future. 

 

The group’s risk exposure is continually monitored. One goal is to reduce the company’s overall exposure to individual sectors and major individual risks. The group is seeking to reduce counterparty risk, and steps are taken to limit its losses when necessary. 

Future prospects are extremely uncertain as a result of the corona crisis. Although GC Rieber is generally a robust company – both financially and in terms of its portfolio – it is not clear at present how the ultimate effects of the crisis will play out. 

Shareholders

GC Rieber’s shareholder policy is to generate competitive returns over time on invested capital in the form of continuous dividends and rising value. The company also intends to offer shareholders the occasional opportunity to become involved in spin-offs and in parallel investments in the company’s projects. 

The GC Rieber share is traded through DNB and deposited with VPS. The share price and trading volumes have remained low since the 2014 oil crisis. Following input from the shareholders, the board used its authorisation to buy back shares, an offer taken up by around 25 of the company’s shareholders. Shares were then offered to all GC Rieber employees, many of whom took up the offer. Work has taken place to encourage some of the biggest shareholders to act as market makers, a move that we plan to make once the implications of the corona crisis become clearer. There are no plans to list GC Rieber or to include its shares in the unquoted list. 

The aim has been to offer shareholders dividend payments which at least cover ongoing ownership costs for private shareholders in the form of wealth and dividend taxes along with some recurring net returns. Over time the group has maintained a dividend payout ratio of around 20% of its consolidated profits. This figure remains the minimum target going forwards. As a result of heavy losses in recent years, the actual payout ratio has increased to approx. 30%, however.

 

As the company generated a solid profit after non-recurring items in 2019, the board had planned to increase the dividend compared with recent years. However, as a result of the corona crisis, it has decided to reduce the dividend to a minimum to try to preserve liquidity – a move that reflects the political view in Norway today. The proposed dividend of NOK 60 per share will for a typical private shareholder who applies their tax-free allowance to other assets and is not exempt from dividend tax roughly cover ownership costs in the form of dividend and wealth taxes. Once again the board should like to ask the General Meeting to authorise it to pay out an additional NOK 60 per share maximum by the end of 2020 once the ultimate effects of the crisis become clear.

 

Allocation GC Rieber AS NOK mill.
Profit for the year 223,3
Allocated to dividends 24,7
Transferred to other equity 198,6
Total allocations 223,3

Bergen, 02.april 2020

 

 

Camilla Grieg
Chair

Per Otto Dyb
Deputy Chair

Søren Martens
Board Member

Henriette Rieber
Board Member

Marianne Wik Sætre
Board Member

Paul Chr. Rieber
CEO