Director's report

About GC Rieber

GC Rieber AS is a privately owned, active holding company with a diversified business portfolio: GC Rieber Shipping, GC Rieber Compact, GC Rieber VivoMega (formerly GC Rieber Oils), GC Rieber Salt, GC Rieber Fortuna and GC Rieber Eiendom. The business model is based on independent business divisions with strong positions and cutting-edge expertise in their respective markets. The business divisions of GC Rieber Gruppen are united under the vision Creating Joint Futures and share a common value base and brand.

GC Rieber began as a family-owned company in 1879 and has proven results in respect of its corporate social responsibility, which is an integrated part of the company’s strategy and operations. The group has high ambitions for innovation and sustainability. It has established a separate investment unit called GROWIT with a mandate to identify and develop new business areas for the future.

GC Rieber has its head offices in Bergen and operating subsidiaries and associates in Norway, Denmark, Australia, 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 6 billion, some 500 employees and almost 200 shareholders.

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

Highlights

GC Rieber’s 141st accounting year was a weak one financially speaking. Although many of the companies performed well in 2020, the Covid-19 pandemic and accompanying oil price fall led to significant write-downs in the Shipping division, which in turn resulted in heavy losses for the group. Turnover fell from NOK 2,018 million in 2019 to NOK 1,810 million in 2020. The group incurred an operating loss of NOK -367 million compared with a profit of NOK 217 million the previous year. Pre-tax losses amounted to NOK -309 million compared with NOK 434 million in 2019, while return on equity fell to -8.6% from 12.0% the previous year.

 

Underlying results in the business divisions varied considerably, as would be expected with a diversified business model. VivoMega, Eiendom and Fortuna delivered good results, Compact and Salt just about broke even, while Shipping posted a heavy loss.

GC Rieber’s balance and liquidity remain robust. The equity ratio at year end 2020 stood at 53.6% compared with 53.9% the previous year.

Key figures

KEY FIGURES GC RIEBER GROUP
(NOK million)
2020 2019
Total operating revenue 1 810 2 018
Pre-tax profit/loss -309 434
Equity 3 402 3 780
Total assets 6 350 7 008
Return on equity -8.6% 12.0%
Return on total assets -3.2% 7.9%
Equity Ratio 53.6% 53.9%

Significant events in 2020

  • The Covid-19 pandemic led to a new, heavy oil price fall with significant negative effects
  • Historically good performance by VivoMega and highly positive prospects
  • The establishment of GC Rieber Fortuna AS as a separate division for investment management resulted in a healthy profit despite considerable uncertainty
  • Shearwater acquired CGG’s marine seismic business
  • The sale of the vessel Polar King had no effect on profits

 

Significant events after the end of the financial year

  • Sale of 32% stake in GC Rieber VivoMega and establishment of partnership with Kirk Capital AS
  • The sale of the vessel Polar Queen had a positive effect on profits

Finance

GC Rieber'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. As part of the portfolio strategy, the company has decided that a certain amount of the group’s balance should be exposed to the financial markets. The size of the liquidity reserve is assessed and determined on an annual basis. Investment management has been demerged from GC Rieber AS as a wholly owned, separate division under the name GC Rieber Fortuna AS with effect from the 2020 financial year.

GC Rieber Gruppen operates internationally and is therefore exposed to various risks, including operational risk, credit, liquid, 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 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. Hedging primarily takes place by entering into forward exchange contracts on the sale of currency against NOK and by using currency accounts in the intercompany account system.

The board considers the group’s overall financial situation and liquidity to be good. It should be stressed, however, that GC Rieber AS 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 wishes to be ready and have the muscle to quickly be able to grasp any opportunities that may arise. Over the course of the year the company paid off its NOK 300 million overdraft with DNB Bank.

The global economy has been through a rough year as a result of Covid-19, but the signs for 2021 are looking brighter. Most commodity prices are rising, as are long-term interest rates, something which confirms the market’s belief in continued recovery and growth globally.

Returns on GC Rieber Fortuna AS’s investment portfolio fluctuated wildly in 2020 but closed the year in line with expectations established prior to the pandemic. The share weighting of the portfolio is still slightly below target, but this must be seen in the context of GC Rieber Gruppen’s overall financial exposures.

The market for funding for new projects remained good throughout 2020. The group maintained a good dialogue with banks and financial institutions in 2020 and continues to see a high level of interest in funding projects operated by the GC Rieber companies.

Liquidity and liabilities

Changes in the group’s liquidity in 2020 amounted to NOK 0.5 million, of which NOK 296 million came from operating activities, NOK 153 million from investing activities and NOK -448 million from financing activities. Just as in previous years, the biggest investments in 2020 were made by the Eiendom and VivoMega 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 25 million.

 

The group‘s current liabilities as at 31.12.20 amounted to NOK 484 million, which is equivalent to 16% of its total liabilities, compared with NOK 394 million and 12% 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

Creating Joint Futures is GC Rieber’s vision for the future. We are seeking to achieve this by way of our core values: Creativity, Diligence and Responsibility along with our 10 principles, many of them dating back to the days of the company’s founder. Our ambition is for GC Rieber to create an innovative, skills-based and inclusive working environment.

Skills are strongly emphasised in recruitment and career planning. Innovation and entrepreneurship have been and continue to be key characteristics of the GC Rieber culture. By actively enabling and encouraging these two virtues, we are able secure development opportunities for GC Rieber in the future.

Diversity encompasses age, gender, experience, skills, ethnicity, cultural background, religion, values, sexual orientation and disability – everything that helps shape our ideas and perspectives. Inclusion at GC Rieber means that everyone should feel part of a community where they can perform to the best of their ability. A number of initiatives have been launched to redress the gender balance across the group, including management development and when recruiting leaders.

At the end of 2020 the group employed 409 people compared with 398 the previous year. Of these, 134 were female (equivalent to 33%) compared with 130 in 2019, and 275 were male (67%) compared with 268 in 2019. There were 72 contracted sailors on the company’s vessels, compared with 120 in 2019. There were also 26 contractors primarily affiliated to our overseas companies. The group’s combined workforce thus consists of 507 people compared with 569 in 2019. The board should like to thank all employees for their hard work, commendable can-do attitude and incredible flexibility in a difficult year impacted by a multitude of challenges relating to Covid-19.

GC Rieber AS’s management team comprised 2 women and 3 men at the end of 2020 (40% women). There is a good balance of women in leading technical and middle management positions within the group. However, all company CEOs are male, a fact the board is not satisfied with. There is also a good gender balance within the respective boards, and many of the divisions maintained a 60% ratio of women throughout 2020, including the board of GC Rieber AS (the group board).

GC Rieber’s management forum, which comprises 30 of the group's managers, held two meetings in 2020 focusing on innovation, management and skills development. All employees have a personalised skills and development plan which is followed up based on the company’s goals, strategies and priorities. GC Rieber takes the view that robust investment in skills development will be key to long-term success and to the employees’ well-being and relationship with their employer.

As part of our technology and HR strategy, we have organised all measures and activities around skills development and innovation into a single concept: GROW – GC Rieber Our Way. We wish to create a forum and a system for information-sharing and interaction between all of GC Rieber’s employees and companies. The measures aim to build a corporate culture where employees are proactive and interested in learning. This will also allow employees to improve their digital skills while creating a culture that welcomes the adoption of new technology as well as trial and error.

The Lead by Example management development programme is one such GROW initiative. In 2020 the first cohort of managers completed the programme, which is founded on the group’s vision of Creating Joint Futures and designed to reinforce our management principles: Results-driven, Inclusive and Straightforward. The programme will continue with a new cohort due to enrol in 2021.

The working environment at GC Rieber is considered to be good. Sickness absence across the group stood at 3.3% compared with 1.9% the previous year. The increase is largely due to issues surrounding Covid-19. Annual health and safety inspections are conducted, and private health insurance and annual individual health check-ups are offered to employees.

Systematic work has been undertaken to improve the reporting of occupational accidents and incidents. A total of 18 work accidents were reported in 2020 compared with 27 in 2019. Three of them resulted in short-term or long-term sickness absence, while 15 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. It is standard practice to replace at least one board member 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 of GC Rieber AS. All the boards carry out an annual self-evaluation. The corporate governance guidelines are reviewed regularly. An annual letter from the owners is sent to the company boards at GC Rieber Gruppen, setting out their expected rate of return and desired priorities for the group.

Innovation and technology

2020 saw the start of the roll-out of the technology strategy adopted in 2019. It means new investment in skills amongst all employees and major upgrades of our systems and infrastructure. We signed a contract with Intility AS as our new IT services provider in spring 2020. The deal involves a big boost for data security and accessibility, with 24/7 monitoring and support for all infrastructure in all locations. The migration project began in 2020 and will be completed in 2021.

We repeated the success from 2019 and held the Innovation Challenge 2.0 in a new, digital format. Throughout the autumn, eight multi-disciplinary teams worked on a range of tasks and were taught innovation methodology in digital workshops. New this year was the way in which the companies defined their strategic challenges in advance to allow the teams to choose a particular project. Several teams were created across companies and geographical locations, including participants from both India and South Africa.

During the final, which was live-streamed from Media City in Bergen, each team gave a 3-minute video pitch, and the jury and more than 200 viewers named three winners. The event generated considerable enthusiasm and learning in the organisation, and many of the projects are likely to be realised. All companies in GC Rieber Gruppen now have a portfolio of innovation projects which include both incremental improvements and brand new digital business models.

In order to further reinforce this innovation process, the board has decided to allocate NOK 100 million to investments in innovation projects by setting up GC Rieber GROWIT. The aim of this initiative is to seize business opportunities that are beyond the group’s current core areas through spin-offs and strategic investments in external early-stage companies. GROWIT will be a tool for realising internal innovation projects and for looking externally for new business areas for GC Rieber Gruppen. GROWIT is headed up by the group’s CTIO but will rely on specialist expertise from the divisions for each project. An investment board has been created made up of in-house resources which will make the final decision on each project proposal.

Corporate social responsibility and sustainability

Looking after the world around us in the broadest sense 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 was an important and conspicuous testimony to this. Around 20% of the group’s profits now goes to causes supported by the funds in the areas of health, culture and outdoor pursuits. 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 other good examples. The group’s 10 principles, many of which were defined more than 100 years ago, are constantly referenced and serve as decision-making criteria along with many other factors.

The term ESG (Environmental, Social and Governance) made its entry in the international business vocabulary in earnest in 2020. A range of accreditation schemes, certifications and analytical methods adopted so-called ESG indicators. Business partners along with banks and investors began using ESG rankings in their decision-making processes. GC Rieber continues to adapt its long-established corporate social responsibilities to the new tools. ESG shares have also become a new and popular term. In many aspects the GC Rieber share has become an ESG share due to VivoMega, Compact, and Eiendom’s big investments in sustainable buildings and Shipping’s new focus on sustainable energies.

Social and economic sustainability are also important values in addition to environmental sustainability. GC Rieber has adopted a Code of Conduct to ensure the quality of its supply chain and partnerships. The respective divisions have opted to give priority to different parts of the code depending on what their biggest challenges are.
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. The companies in the group have conducted individual analyses and selected those sustainable development goals that have the greatest impact and can make the biggest difference. You can read more about them on our website www.gcrieber.com

Strategy and future prospects

The board and management worked diligently in 2020 to put the company’s new business model as an active holding company into practice. Particular effort is being made to further develop the existing portfolio, to diversify the portfolio by setting up GC Rieber Fortuna as a separate business division for investment management amongst other things, and to enable increased innovation and development of potential new business areas through GROWIT. To generate economies of scale and maintain the desired spread of risk, the aim is for no division to spend less than 10% or more than 20% of the group’s net asset value.

The holding company’s role is to practise active, value-added ownership and to support and guide development in the business divisions. Administrative services relating to HR, finance, IT, branding and legal advice are supplied where appropriate. GC Rieber should still maintain a solid balance sheet and good liquidity to give it flexibility and room for manoeuvre.

The board is keen to continue to grow the group and to allocate and reallocate capital when opportunities arise. GC Rieber has adopted a long-term industrial and hands-on ownership perspective on its investments. Buying and selling businesses, mergers and demergers are therefore a natural part of the strategy. One example of this is the partnership launched in early 2021 with the Danish investment company Kirk Capital AS on the ownership of GC Rieber VivoMega AS. The transaction has enabled GC Rieber to free up liquidity for reallocation, and we have gained a partner which allows us to realise VivoMega’s growth strategy more quickly than we could have done alone.

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.

All in all, the board believes that GC Rieber is well equipped for the future and takes a positive market view for most of the group’s subsidiaries.

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 ownership transactions and companies in the group.

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. Further uncertainty around the company’s operations and future prospects arose after the Covid-19 outbreak. Interest in the share has recovered somewhat as the situation became clearer and further measures and transactions were completed. Still, only a small number of share transactions were registered in 2020.

To help improve turnover of the share, the company implemented a market-maker agreement with GC Rieber Fondene at the end of 2020. The funds act as a market-maker via DNB to allow any shareholders selling up to repurchase shares when they so wish. It is still too soon to evaluate this arrangement. There are no plans to list the GC Rieber share or include it 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. The dividend payout ratio to date has been close to 50% of the consolidated profit, but the target is at least 20%. This rather high payout ratio has been affected by major losses over several years.

As we know, dividends for 2019 were heavily impacted by the Covid-19 outbreak and signals from the authorities in spring 2020. Only a minimum dividend payout was therefore made, intending to cover ownership costs for private shareholders. The board was then authorised by the AGM in 2020 to consider making an additional payout later in the year when the consequences of Covid-19 became clearer. Following an overall assessment, the board chose not to exercise this authorisation. However, the board was clear that an additional payout would be reconsidered when determining the payout for 2020. On that basis, the board proposes to the 2021 AGM that the company pay a total dividend of NOK 150 per share.

It should be stressed that the consideration of dividend payments covers 2019 and 2020 as a whole. As we know, the group saw record profits in 2019, yet it paid the minimum dividend. 2020, on the other hand, was a poor year profit-wise, but the proposed dividend is historically high. Of the proposed dividend of NOK 150, it is estimated that around NOK 85 per share (57%) will be used to cover ownership taxes for a typical private shareholder who applies their tax-free allowance to other assets, while the net dividend for the shareholder will be around NOK 65 per share.

Allocation GC Rieber AS

NOK mill.

Profit/loss for the year 179.3
Allocated to dividends 61.8
Transferred to other equity 117.6
Total allocations 179.3

Bergen, 24 March 2021

Camilla Grieg
Chair

Per Otto Dyb
Deputy Chair

Søren Martens
Board Member

Cathrine Rieber
Board Member

Paul Chr. Rieber
CEO