Suomen Osuuskauppojen Keskuskunta SOK Corporation - S
Transcription
Suomen Osuuskauppojen Keskuskunta SOK Corporation - S
Suomen Osuuskauppojen Keskuskunta SOK Corporation Annual Report 2005 Suomen Osuuskauppojen Keskuskunta SOK Corporation Annual Report 2005 1 Contents 4 CEO’s Review 7 The S Group 13 SOK Corporation 19 19 21 22 24 26 28 Business-by-business review Market trade Service station stores and fuel sales Department store and speciality store trade Hotel and restaurant business Motor trade and accessories Agricultural trade 29 Procurements and logistics 31 Neighbouring countries 32 Corporate governance within SOK Corporation 38 38 43 46 Accountability Personnel Environment Sponsorship and international contacts 48 48 54 55 56 57 58 59 60 63 77 78 79 79 Financial Statements 2005 Executive Board Report on Operations Consolidated Income Statement Consolidated Balance Sheet Consolidated Cash Flow Statement SOK Income Statement SOK Balance Sheet SOK Cash Flow Statement Accounting Policies Notes to the Consolidated and SOK Income Statement and Balance Sheet Key Ratios and their Method of Calculation Executive Board’s Proposal for the Disposal of SOK’s Profit for the Year Auditors’ Report Statement of the Supervisory Board 3 CEO’s Review The S Group’s cooperative enterprises – customer-owners’ own store The S Group’s task is to provide services and benefits for its members, its customer-owners. This mission guides both strategic development and practical operations, and it underlies day-to-day service for customer-owners at all our S Group locations. Carrying out the mission is thus the starting point and goal of everything the S Group does. The performance of the entire Group can be assessed by how well we have succeeded in accomplishing this task. What kind of retail and service organisation does the S Group want to be over the next few years? We have jointly sought an answer to this question during 2005. As a result of discussions and brainstorming, the new “Your Own Store” vision has been forged. In every aspect of its operations, the S Group strives to give our customer-owners the feeling that when they are in one of our locations, they are customers of their own store. The S Group’s owners are more than 1.5 million Finns. This group of companies is Finnish in its objectives, in the way it operates and by virtue of its core values. Furthermore, the Your Own Store vision defines the S Group as a Finnish group of companies which is decidedly modern in the way it operates and international – in its sourcing activities, for example. The S Group operates through a regional cooperative enterprise structure that bestows a distinct regional identity upon the cooperative enterprises. In the Your Own Store vision, regional operations bring the cooperative enterprise’s services close to customer-owners because the cooperative enterprises know the special needs of customer-owners in their own territory. Decision making takes place in the cooperative’s own territory and cash flows are largely retained to further the development and future of each individual region. The S Group is a cooperative group of companies. The members of a cooperative enterprise have a say in deciding how the store operates by taking part in its different administrative bodies. One of the central tenets of the Your Own Store vision is that members are on an even and equal footing. In a cooperative enterprise, the members are genuinely customer-owners who are involved in operations and in decision making. The Your Own Store vision stresses that the S Group is a retail and service company with a human face. The cooperative enterprises and SOK Corporation strive to operate in a responsible manner both within Finnish society and economic life and in the international operating environment. Purposeful and long-term development work, healthy finances, openness and trust among the personnel and other stakeholders coupled with a customer focus that flows from our regional structure and is bolstered by a respect for sustainable ethical values in business – these are the characteristics which the companies in the S Group wish to emphasise. The Your Own Store vision furnishes a framework for carrying out the S Group’s mission in day-to-day operations. This is the kind of retail and service company the S Group aspires to be – now and in the future. 4 Increasing patronage by our customer-owners The S Group succeeded well in carrying out its mission last year. Bonus sales targeted at customer-owners outstripped the S Group’s overall sales growth. Customer-owners thus showed their confidence in the S Group and the way it operates. Over 115,000 new customer-owners became members of cooperative enterprises during the year. At the end of the year, the cooperative enterprises had a total of 1,534,710 members, representing 64 per cent of all Finnish households. More and more, customer-owners are making the bulk of their purchases at S Group locations. This is one of the Group’s success factors. Bonus sales accounted for 63 per cent of the S Group’s sales in 2005, up 13 per cent on the previous year, whereas the S Group’s overall sales in Finland increased by 6.6 per cent. Bonus sales accounted for over 70 per cent of sales in the grocery, service station store, fuel and department store trade. When customer-owners make the bulk of their purchases at our locations, they receive a cash bonus. The Bonus paid to customerowners reached a total of EUR 194 million in 2005. Bonuses paid to members increased by 16 per cent on the previous year. The cooperative enterprises will furthermore distribute to their members, for the 2005 financial year, interest on cooperative capital and a payout from surplus funds to a total amount of about EUR 15–20 million. The S Group’s cooperative enterprises and SOK Corporation have participated in a number of nationwide and regional development projects involving business, culture and sports during 2005. These initiatives have been a means of developing economic, social and cultural well-being in different parts of Finland in accordance with the S Group’s principles of responsible business operations. Part of the earnings of the cooperative enterprises and SOK Corporation are used for the benefit of the membership and local areas via community activities of this kind. Financial performance of the S Group and SOK Corporation The S Group’s retail sales in Finland in 2005 totalled EUR 8,464 million. The increase on the previous year was 6.6 per cent. Sales outpaced the market, particularly in the supermarket trade as well as the service station store and fuel trade. Apart from the motor trade, the other business areas also achieved sales growth that was at least on a par with the market average. The cooperative enterprises reported retail sales of EUR 7,244 million, or 85.6 per cent of the S Group’s sales. SOK Corporation’s share of this figure was 14.4 per cent last year. The S Group’s grocery trade grew by 6.9 per cent in Finland, reaching EUR 4,237 million. The S Group’s grocery sales last year grew at a considerably faster rate than the nationwide average. This meant that the Group’s market share of the grocery trade strengthened markedly last year. Sales by the ABC service station stores and fuel outlets likewise clearly outpaced the average rate of growth in Finland. SOK Corporation’s net turnover in 2005 totalled EUR 4,209 million (up 11.3%). In line with the S Group’s strategy, business CEO’s Review that is targeted directly at customer-owners has been transferred from SOK Corporation to the cooperative enterprises, notably in the department store business area. Net turnover from business operations amounted to EUR 1,473 million of SOK Corporation’s total net turnover. Sourcing companies’ share of SOK Corporation’s net turnover has grown rapidly over the past few years. This happened in 2005 too. Last year the net turnover of SOK Corporation’s sourcing companies that procure goods and services for the cooperative enterprises and SOK Corporation’s operating companies already rose to EUR 1,273 million. A notable sales increase was reported by North European Oil Trade Oy, the subsidiary that is engaged in fuel procurement. SOK’s operating companies in the Baltic area generated sales of EUR 169 million last year (up 11.7%). Supermarket sales as well as the hotel and restaurant business saw an especially favourable sales trend. Sales by the operating companies in the Baltic area are not included in the S Group’s retail sales figures presented above. SOK Corporation’s profit before extraordinary items amounted to EUR 69.0 million in 2005, an increase of EUR 14.7 million on the previous year’s earnings. The S Group’s near-term challenges International competition will increase in all the S Group’s business areas over the next few years. Consumer behaviour is likewise becoming more differentiated, and knowledge-based management is gaining in importance. It is by developing its business and service operations that the S Group must meet these challenges. The sourcing and service functions which SOK Corporation carries out for the entire S Group will become an ever more prominent success factor for the S Group in coming years. SOK Corporation is increasingly taking on the role of a service, competence and procurement centre for the entire S Group. In harmony with the Your Own Store vision, the S Group must further develop the range of services it offers its customer-owners. As our customer-owners’ needs become ever more diversified and new service needs arise, we must cope with the challenge of developing our services. Over the next few years this will mean a substantial increase in investments. The strategies of all our business areas can thus be characterised as growth-driven. The S Group’s near-term development projects will be geared towards reinforcing the S Group’s strategic success factors. The cost-effectiveness of our retail, service and sourcing functions must be boosted further. The S Group has devoted resources and effort to putting in place precision management of the long value chains for our businesses and services, and so far we have made substantial headway. Customer-ownership combined with a regional cooperative enterprise structure is a strong competitive advantage for the S Group. We have launched a number of important development projects with the aim of being able to make better use of customerowner information in developing our operations. 5 CEO’s Review Development work over the next years will give our service network greater reach and depth. New investments in operating locations together with major acquisitions will increase sales generated by our different business areas. The acquisition of Suomen Spar Oyj, the purchase of the shares in Auto-Kivitila Oy in Tampere and the transfer of Stockmann plc’s vehicle business in Espoo and Turku to the ownership of SOK’s subsidiary Maan Auto Oy will bring a significant improvement in the S Group’s service network over the years ahead. The business acquisitions can be considered highly appropriate from the perspective of developing our service offerings to customer-owners, and they also fit in well with the growth strategies which the S Group has defined. In particular, the investments in car dealerships will bring higher income flows from SOK Corporation’s business operations in future years and improve the Corporation’s financial performance. The S Group is seeking to develop a wider range of financial services for its customer-owners. Following extensive exploratory studies, the S Group founded its own banking company in February of this year. The deposit bank, which will begin operations as an SOK subsidiary, is a far-ranging and major strategic investment for the entire S Group. Its significance for customer-owners and the competitiveness of the entire S Group will show up in the years ahead in the form of improved financial services for customerowners and a step-up in the efficiency of the S Group’s financing functions. Now that the sourcing company Inex Partners Oy has become an SOK subsidiary at the end of January 2006, there will be greater scope for enhancing the S Group’s long value chain in the grocery and consumer goods trade. Making this large sourcing company a part of SOK Corporation’s organisation will nevertheless call for a carefully planned and co-ordinated integration process in order to secure the sought-after procurement benefits. The S Group currently has in the planning or implementation stage a number of strategically important business and service development projects. A wider range of well-being services for customer-owners, a stronger vehicle sales organisation, the development of speciality store sales and the expansion of operations to nearby areas are examples of strategic development projects across the entire S Group that will bring tangible benefits in the years ahead. People stand behind success The effectiveness of all the strategies we have planned is tested at the S Group’s different locations in daily encounters between management, supervisors, the staff and our customers. The moment of truth for carrying out the S Group’s mission and the Your Own Store vision lies in these situations and in making them click. The competence of management, supervisors and employees, the ability to pay attention to and understand members’ service needs as well as a friendly service-mindedness will underpin the S Group’s success in future years too. The S Group has a good and skilled staff. I thank all of you most warmly for your work on behalf of the S Group. 6 A cooperative organisation that is run by its owners has been and still is one of the S Group’s prime strengths. Our owners’ administrative work and decision making has shown expertise, a deep and broad grasp of matters and a far-reaching outlook. The dialogue with management has brought a positive dynamism to the Group’s development. My thanks go to all those who have been involved in owner-administration within the S Group for the valuable work you have done. The companies that have been our bonus partners have made an important contribution to rounding out our services for customerowners. We have co-operated together in a good spirit, with an eye to development. My sincere thanks go to our bonus partners and all our business partners for your co-operation during 2005. I wish to express my special gratitude to the S Group’s customer-owners – the members of the cooperative enterprises – for your strong and ever-growing commitment to using the S Group’s services. You have taken part in building the ever-developing S Group. You have been exemplary in carrying out the Your Own Store vision in practical everyday dealings as customer-owners of a cooperative enterprise. My warm thanks to all of you. Helsinki, 23 January 2006 Kari Neilimo The S Group What is the S Group? The S Group is a major Finnish cooperative retail and service group. It is made up of Suomen Osuuskauppojen Keskuskunta (SOK) with its subsidiaries, 22 independent regional cooperative enterprises and 19 local cooperative enterprises. The members, or customer-owners, own the regional cooperative enterprises, which in turn own the central organisation, SOK. The purpose of the S Group’s entire spectrum of operations is to provide services and benefits for its members. The backbone of operations is our core values: a customer focus, partnership, renewal, excellence and responsibility. The S Group’s main strategic goal is to offer its members everywhere in Finland versatile services and an extensive network. In line with its strategy, the S Group operates efficiently, working for the benefit of its members and making the best use of the Group’s information, know-how and co-operation networks. The S Group’s businesses The S Group’s business areas are the supermarket trade, the service station store and fuel trade, the department store and speciality store trade, the hotel and restaurant business, vehicle and automotive accessories sales and the agricultural trade. The S Group’s operations are organised into nationwide chains. Joint support and development services are produced on a centralised basis. When chain operations are combined with the regional cooperative enterprises’ good local knowledge of the market and customers, the result is an efficient business model the S Group way. The S Group’s nationwide chain brands are Prisma, S market, Sale and Alepa in the grocery trade; ABC in the service station store and fuel trade; and Sokos and Emotion in the depart- ment store and speciality store trade. In the hotel and restaurant business, the nationwide chains are Sokos Hotels, Radisson SAS Hotels, Rosso, Rosso Express, Fransmanni, Amarillo, Sevilla, Memphis, Night, Corner, Coffee House and Presso. The nationwide chain in the agricultural trade is Agrimarket. In addition to the domestic market, the S Group carries on international operations in the Baltic countries in the supermarket trade, the hotel and restaurant business and the motor trade. At the end of the year the S Group had 1,392 locations in Finland, and 10 locations in the Baltic countries. The Group had a payroll of 28,092 employees, of whom 23,040 were employed by the cooperative enterprises with their subsidiaries and 5,052 were SOK Corporation staff. Customer-ownership underpins our operations The S Group’s cooperative heritage is reflected today in customerownership. It underpins planning and development in all business areas and is an overriding success factor. At the end of 2005 the S Group had 1,534,710 members. Last year over 115,000 new members joined. An extensive and versatile service network everywhere in Finland, good-quality and affordable product and service offerings, and highly skilled staff form the foundation for serving our customer-owners and realising the S Group’s business idea. The regional cooperative enterprises are always close to their customerowners. Purchases by members already accounted for 63 per cent of the S Group’s retail sales in 2005 and this proportion is on the increase. Members were paid purchase bonuses totalling EUR 194 million for their patronage of the S Group’s locations. The S Group is composed of 22 member-owned regional cooperative enterprises and SOK Corporation, which is owned by the cooperative enterprises. The primary division of labour is that the regional cooperative enterprises handle the practical provision of goods and services for members and SOK acts as a development and steering organisation. SOK furthermore carries on business operations through its subsidiaries. In essence, the S Group is a strategic network of companies. 7 The S Group Apart from Bonuses, customer-owners benefit from their membership in other ways too. For example, they receive a wide range of constantly changing price and service benefits, and Yhteishyvä magazine is mailed to their home once a month. The S Group continually develops the spectrum of services it offers its members. The Group’s own operations in Finland and abroad are rounded out by the offerings of carefully chosen bonus partners. In 2005 the S Group’s bonus partners operated in the insurance, healthcare, optician services, furniture sales, tourist trade, energy and communications sectors. Another major benefit is that members have a real say in how their own cooperative enterprise and the S Group are run. The S Group’s Your Own Store concept In a network-type of company like the S Group, the corporate vision plays a big role in steering operations. During 2005, the S Group’s vision was updated in CEO Kari Neilimo’s book Your Own Store. The main elements of the vision are set out in the CEO’s review at the beginning of this Annual Report. The Your Own Store concept builds on the S Group’s previous visions. It deepens the fundamental tenets that have guided cooperative activities across the S Group throughout its 100-year history. This logical evolution is portrayed in the triangle diagram below. Regional Cooperative enterprises of the S Group Cooperative Society Varuboden, Kirkkonummi Southern Karelia Cooperative Society, Lappeenranta Southern Ostrobothnia Cooperative Society, Seinäjoki Helsinki Cooperative Society Elanto, Helsinki Cooperative Society Jukola, Nurmes Cooperative Society Keskimaa, Jyväskylä Koillismaa Cooperative Society, Kuusamo Cooperative Society Arina, Oulu Cooperative Society Hämeenmaa, Lahti Cooperative Society Keula, Rauma Cooperative Society KPO, Kokkola Cooperative Society Maakunta, Kajaani Cooperative Society Osla, Porvoo Cooperative Society PeeÄssä, Kuopio Cooperative Society Suur-Savo, Mikkeli Cooperative Society Ympyrä, Hamina Cooperative Society Ympäristö, Kouvola Pirkanmaa Cooperative Society, Tampere Northern Karelia Cooperative Society, Joensuu Satakunta Cooperative Society, Pori Suur-Seutu Cooperative Society SSO, Salo Turku Cooperative Society, Turku Cooperative Activities Customerownership Members Services Market economy with a human face Regionality A cooperative is based on the idea of producing services for its members. This was made possible by means of a company set up in the form of a cooperative. Efficiency In the Your Benefits in Finland and Your Partner in Finland visions, the cooperative philosophy was embodied in the idea of customer-ownership. Services are produced for members regionally and efficiently. Community of people Successful company The Your Own Store vision means a cooperative enterprise cluster that stands for market economics with a human face. The S Group is in business for the long term. It operates in a way that emphasises both human values and efficiency, whilst also ensuring the company’s success over the long term. Membership in cooperative enterprises that work for the good of their local area has also become a matter of pride and commitment: the cooperative enterprises are taking on an ever-more central role in the community. 8 The S Group The S Group’s key figures in 2005 S Group’s retail sales S Group’s retail sales in Finland S Group’s profit before extraordinary items Cooperative enterprise retail sales Cooperative enterprise profit before extraordinary items S Group’s investments S Group’s bonus sales Bonus paid to customer-owners € millions 8 633 8 464 Change % +6.8 +6.6 398 7 244 +24.0 +8.8 329 315 5 331 194 +23.2 -2.5 +13.0 +16.0 4 745 972 365 635 688 1 043 169 +6.8 +22.2 +5.0 +2.0 -3.9 +4.4 +11.7 S Group’s retail sales by business area Supermarket trade Service station stores and fuel sales Department stores and speciality stores Hotel and restaurant business Motor trade and accessories sales Agricultural trade Baltic operations S GROUP´S BONUS SALES MEMBERSHIP S GROUP RETAIL TRADE BY BRANCH 2005 S GROUP RETAIL TRADE 9 S-ryhmä 10 The S Group S Group Key Figures 2001–2005 2001 2002 2003 2004 2005 ±% 2 915 35 35 2 998 35 55 3 112 34 46 3 781 40 53 4 209 43 62 11.3 5.8 17.1 -3 -1 2 3 7 113.7 39 32 55 44 52 35 54 40 69 57 1 337 530 129 678 435 16 21 865 1 372 496 133 742 457 17 12 887 1 449 473 135 841 445 17 9 978 1 609 423 137 1 049 456 17 6 1 130 1 827 398 161 1 268 492 14 2 1 318 413 322 90 465 420 45 495 503 -8 555 658 -102 661 790 -129 4 537 4 645 4 949 4 790 5 052 5.5 1 494 1 399 1 669 1 579 1 693 1 597 2 194 2 086 2 536 2 442 15.6 17.1 -9 11 4 14 28 23 25 30 6 32 494 505 538 631 696 10.3 COOPERATIVE ENTERPRISES + SUBSIDIARES 5 340 Sales 43 Number of enterprises 987 037 Membership 5 640 43 1 078 649 5 894 43 1 187 074 6 652 42 1 468 572 7 244 41 1 534 710 8.9 -2.4 4.5 18 078 18 169 18 488 21 563 23 040 6.8 6 554 1 216 6 858 1 222 7 149 1 252 7 929 1 371 8 464 1 392 6.6 1.5 22 615 22 814 23 437 26 353 28 092 6.6 EUR million SOK CORPORATION Net turnover Depreciation Operating profit Financial income and expenses (without value adjustments) Profit/loss before extraordinary items, appropriations and taxes Profit/loss for the financial year Totalt assets Fixed assets Stocks Current assets (without stocks) Capital and reserves (incl. capital loan) Minority interest Provisions for liabilities and charges Creditors Interest-bearing creditors Liquid funds Net interest-bearing creditors Personnel at 31 Dec. SOK Sales (excl. VAT) Sales to cooperative enterprises Operating profit before extraordinary items, appropriations and taxes Profit/loss for the financial year Personnel at 31 Dec. Personnel at 31 Dec. S GROUP Retail sales Outlets Personnel at 31 Dec. 15 €M 17 €M 13.5 -5.9 17.5 20.9 7.9 -21.1 -56.0 16.7 19.0 20.1 -26 €M -20 €M 2 €M CALCULATION OF KEY RATIOS Liquid funds = Cash in hand and at bank + investments Net interest-bearing creditors = Interest-bearing creditors - liquid funds 11 The S Group S Group Retail Locations at 31 December 2005 Prisma hypermarkets S Markets Sale and Alepa stores Market chains Other market outlets and Neighbourhood stores Supermarket trade The S Group’s retail sales by business area 2005 Number 47 372 260 679 Change 1 3 18 22 23 702 -2 20 Sokos department stores Emotion speciality stores Other speciality stores Department stores and consumer goods outlets, total 20 11 15 4 3 46 7 Sokos Hotels Radisson SAS Hotels Other hotels Hotels, total 38 6 3 47 2 -3 -1 Restaurant catering to diners Drinks and socialising restaurant Restaurants providing entertainment Other restaurants Cafes Separate restaurants 71 93 10 22 34 230 3 -7 3 -2 1 -2 Hotels and restaurants, total 277 -3 Agrimarkets Machine Centres Other farm supply and hardware stores Farm supply and hardware locations 131 8 14 152 -1 1 -2 46 1 71 31 54 3 159 9 -6 -6 -3 10 1 1 392 21 Car lealerships ABC service station stores Other service station stores ABC unmanned stations Other unmanned stations Service station stores and fuel sales 1) Other locations S Group locations, total EUR million 1 881 2 341 495 4 717 Change +6.4 +6.6 +7.2 +6.6 28 4 745 +71.9 +6.8 ABC service station stores Other service station stores ABC unmanned stations Other unmanned stations ABC fuel oil service Service station stores and fuel sales 459 131 347 12 23 972 +33.6 -5.1 +22.3 -13.6 +42.3 +22.2 Sokos department stores Emotion speciality stores Other consumer goods Department stores and speciality stores 312 12 41 365 +4.7 +25.0 +2.5 +5.0 Restaurant catering to diners Drinks and socialising restaurant Restaurants providing entertainment Other restaurants Cafes Restaurants 169 99 21 132 31 453 +4.0 +2.8 -1.2 +0.9 +0.5 +2,3 Sokos Hotels Radisson SAS Hotels Other hotels Hotels (accommodation) 137 42 3 182 +11.1 +4.9 -82.8 +1.1 Hotel and restaurant business 635 +2.0 Automaa Other car dealerships Motor trade and accessories 188 499 688 -9.8 -1.5 -3.9 751 130 100 61 1 043 +6.4 -2.6 -4.5 +13.4 +4.4 16 +26.3 8 464 +6.6 Prisma hypermarkets S Markets Sale and Alepa stores Market chains Other supermarket trade Supermarket trade Agrimarkets Machine Centres Grain trade Other agricultural trade Agricultural trade Others 1) S Group retail sales, total The number of locations does not include stores or stations at other locations. Total number of ABC service station stores Total number of other service station stores Total number of ABC unmanned stations Total number of other unmanned stations Total 12 71 27 191 15 304 9 -5 23 -3 24 SOK Corporation SOK Corporation comprises Suomen Osuuskauppojen Keskuskunta (SOK) and its subsidiaries: Sokotel Oy, which runs the hotel and restaurant business; the Maan Auto Group, which sells vehicles and car accessories; Hankkija Maatalous Oy, which is engaged in the agricultural and hardware business; the Sokos companies that carry on the department store and speciality store trade; Intrade Partners Oy, which is responsible for consumer goods sourcing and logistics; Rainex Yrityspalvelu Oy, a hardware and building supply wholesaler as well as the fuel procurement company North European Oil Trade Oy (NEOT). In addition, the subsidiaries AS Prisma Peremarket, AS Sokotel and the Kommest Auto Group operate in the Baltic countries. The Inex Partners Oy Group, which produces grocery assortment, sourcing and logistics services, was an associated company of SOK up to 28 February 2006. SOK purchased from Tradeka (Cooperative Tradeka Corporation) all the shares it owned in Inex Partners Oy, which thereby became a wholly-owned subsidiary of SOK. SOK’s operational scope and strategic positioning SOK’s purpose is to create competitive advantage for the S Group’s businesses. SOK carries out its operational aim by developing and guiding the S Group’s strategies, value chains and chain operations in co-operation with the cooperative enterprises. SOK provides the joint, competitiveness-enhancing services that the S Group requires and carries on the business activities specified for it, which supplement the S Group’s service offerings. The S Group’s strategy sets the framework for the competitive strategies of the S Group’s business areas and defines SOK Corporation’s strategy and the strategies of the cooperative enterprises. The S Group’s strategic business areas are the supermarket trade, the service station store and fuel trade, the department store and speciality store trade, the hotel and restaurant business, vehicle and automotive accessories sales and the agricultural trade. SOK’s chain management functions ensure that the strategies of the S Group’s business areas are carried out in accordance with the entire organisation’s objectives. SOK Corporation’s strategy sets out the tripartite task described below. Within the S Group, the areas of responsibility assigned to SOK are: Joint development and steering functions – Strategic development, decision-making and management – Development and control of value chains and chain operations – Development of new business models – Development and support of customer-ownership – Safeguarding the S Group’s interests and operations Joint services – The provision and arrangement of sourcing and logistics services in a way that boosts the efficiency of the value chains. – Continuous development and maintenance of the operational models for the other joint services so that they provide cost-effective and value-added services for the S Group. The principal joint services are connected with financing, accounting, IT, human resources, training, development, real estate, customer-ownership, marketing as well as communications and publications. The S Group’s strategies for sourcing and service functions support the competitive strategies of the business areas and define the objectives for producing added value for each business across the entire value chain. SOK Corporation’s net turnover by business area EUR million 1.1.–31.12. 2005 Supermarket trade 81 Fuel sales 744 Deparment stores and speciality stores 36 Hotels and restaurants 177 Motor trade and accessories 345 Agricultural trade 827 Consumer goods sourcing 534 EDI invoicing 1 406 Real-estate, rental and other service operations 210 Share of associated companies’ profits Eliminations -150 Total 4 209 SOK Corporation’s operating profit by business area EUR million 1.1.–31.12. 2004 59 444 97 169 356 827 492 1 304 204 ± prev. year % -171 3 781 -12.6 11.3 37.5 67.3 -62.6 4.5 -3.1 0.1 8.6 7.8 2.6 EUR million 1.1.–31.12. 2005 2.5 1.6 0.8 14.6 4.8 8.3 -0.0 0.2 6.8 2.4 20.3 62.3 EUR million 1.1.–31.12. 2004 0.6 -0.9 4.2 10.6 9.1 12.8 2.5 0.3 12.4 1.8 -0.3 53.2 13 SOK Corporation Profitable business operations that round out the S Group’s offerings – In Finland – In neighbouring countries – Pilot operation of new business concepts in co-operation with the regional cooperative enterprises SOK Corporation’s financial performance in 2005 SOK Corporation posted operating profit in 2005 of EUR 62.3 million (53.2), up 17.1 per cent on the previous year. SOK Corporation’s profit before extraordinary items was EUR 69.0 million (54.4). The figure includes other operating income, a share of the associated companies’ profits, write-downs on non-current assets and investments, including reversals on them, and the change in obligatory reserves. SOK Corporation’s operational result, which does not include the items mentioned above, was smaller than the previous year’s earnings. SOK Corporation’s capital expenditures in 2005 totalled EUR 68,2 million (53). A more detailed discussion of SOK Corporation’s good performance in 2005 is given in the Executive Board Report on Operations in the latter part of this Annual Report. SOK Corporation’s service functions The aim of the service functions provided by SOK Corporation is to develop operational models and processes that generate the maximum added value for the S Group’s businesses. The task of the service functions is to develop and maintain business models that increase the competitiveness of the entire S Group, thereby producing cost-effective services for the S Group. The role specified for joint service functions is to provide for the S Group’s other units the kinds of service functions that can be consolidated to yield cost savings and/or a qualitative improvement in operations. SOK strives to carry out the tasks defined for it in a customer-oriented, cost-effective and competitive manner so as to strengthen the S Group’s operational efficiency, quality and resources. Strategic development and human resources The purpose of Strategic development and human resources functions is to generate added value for the business and service functions by supporting the S Group’s management and units in developing and implementing strategies as well as by acquiring and developing the correct know-how and information. The strategic development and human resources functions work using a customer-oriented and innovative approach in close cooperation with the S Group’s management, chains, the regional cooperative enterprises and service functions, making effective use of their own internal synergies. Carrying out these tasks is organised into five different units: Development Functions, eBusiness, HR Administration and Development, Occupational Health Services and the Jollas Institute training unit. The Strategic Development unit supports the S Group’s management and other units in developing and implementing strategies, and reports on the achievement of strategic objectives. 14 The S Group’s strategy was revamped during the financial year. It is based on the mission, vision and core values. The strategy underlies the formulation of the competition strategies of all the business areas. It is also an integral element of the strategies that are mapped out for the regional cooperative enterprises and SOK Corporation. SOK Corporation’s strategy was also overhauled during the report year. The strategy defines SOK Corporation’s role and tasks in carrying out the Group strategy as well as the strategic objectives for tasks at the S Group level and for the operating subsidiaries. An important aim of the Development Functions is to enhance the S Group’s management processes. During the financial year the priority was to support knowledge-based management. This effort involved producing operations and competitor analyses and developing management-support data bases. Development Functions also coordinates the S Group’s environmental compliance. The environmental policy was updated during the report year. Environmental experts worked on a broad range of issues together with the authorities and were active in national and European co-operation organisations in the retail sector. The task of the eBusiness unit is to coordinate and develop the S Group’s electronic business operations. The unit produces the main jointly used electronic services and is in charge of controlling electronic services within the S Group. The task of the eBusiness unit is to promote and plan the utilisation of electronic services as part of the S Group’s multichannel operations. The number of visitors to the S Channel website (www.s-kanava. fi) that is targeted at consumers has grown steadily. The service reaches over 200,000 customer-owners monthly and registers over 450,000 visits monthly. In an Online Brand Equity study conducted last year by Taloustutkimus, a consultancy, the S Channel rose to 19th place, receiving very good marks for user satisfaction. Service for customer-owners was improved, notably, by offering improved browsing of Bonus information and a search function for viewing the Group’s locations. The HR Administration and Development unit deploys Groupwide tools and operational models to support and develop the human resources functions of the S Group’s different units over the entire employment life cycle. The unit furthermore serves as SOK’s personnel department, and it coordinates and issues guidelines for SOK Corporation’s HR affairs. Human resources activities are guided by the S Group’s HR strategy, which is based on the S Group’s mission, vision and strategic objectives. The objective of the HR strategy is to turn our personnel into a competitive advantage for the S Group, whilst supporting and ensuring the implementation of competitive strategies via effective human resources actions and the S Group’s ways of working. The unit’s priority in 2005 was the development of an HR information system across the S Group. The system is a significant aid in managing the employment life cycle and it furnishes tools for human resources development. Training programmes have contributed to improving the HR skills of both supervisors and staff specialists. SOK-yhtymä 15 SOK Corporation The S Group’s employer organisation, S-ryhmän Työnantajat SOKTA ry, is responsible for co-operation in labour market affairs. A major development priority last year was employment contracts for the S Group’s supervisors. The S Occupational Health Services unit is responsible for the S Group’s occupational health services in the Greater Helsinki area. Over the years the unit’s priority has shifted from the treatment and prevention of accidents and illnesses to promoting and developing health and job well-being. Yet effective medical care provided at the general practitioner level and with an emphasis on occupational health remains an important objective. The development of job well-being at SOK units was supported in co-operation with the human resources functions and the Jollas Institute. Active efforts were made to improve job well-being. Three working groups received Job Verve diplomas and merit awards. In addition, the S Occupational Health Services organised a development seminar for the occupational health personnel in co-operation with other retail groups. The Jollas Institute is a special vocational institute that provides training and coaching services for all the chains and personnel segments of the S Group. Its aim is to use competence development as a way of boosting the Group’s competitiveness. Its main focuses are to develop supervisor skills, reinforce concept-driven ways of operating and implant the best practices across the S Group. Training courses are designed in co-operation with SOK’s chain management units and customer companies. The Jollas Institute furthermore arranges apprenticeship training that prepares entrants for various vocational diplomas. During 2005 Jollas completed about 1,300 training days for some 17,500 participants in all. There was continued strong demand for Jollas’ long training courses for supervisors as well as for courses dealing with product groups and store openings. Administrative Division The task of SOK’s Finance functions is to ensure that the S Group has access to adequate, balanced and competitively priced finance in all conditions as well as to manage SOK Corporation’s financial risks. The cooperative enterprises are responsible for their own financial position. The objective of the Finance function is to offer the S Group high-quality services and competitive advantage in the area of financing and treasury activities, customer finance and the commodity markets. It reaches this objective by harmonising and stepping up operational models, processes and systems and by leveraging the S Group’s volume in managing financial transactions. During 2005, the Finance functions explored alternative future models for customer finance services. Agreements on an overhaul of account and card systems were made in the autumn. The systems enable the S Group to continue its present customer finance services, and the agreements also provide for expanding functionality to an array of finance services. Towards the end of the year, after affirmative decisions were taken by the cooperative enterprises, SOK’s Executive Board and Supervisory Board took decisions in principle on founding the Group’s own bank. On 14 February 2006, the Financial Supervision Authority granted a credit institu- 16 tion licence to the S Group to operate a bank. On 16 February 2006, SOK’s Supervisory Board decided to found S-Pankki Oy (S-Bank Ltd), which will carry on deposit banking operations. In the spring a new finance/treasury system was introduced that makes it possible to handle the SOK Corporation’s financial instruments all the way from trading to bookkeeping entries, and it also includes facilities for managing financial risks. The system is to be used to produce the above-mentioned functions as a service for the S Group’s other companies as well. Risk management in trading on the electricity market was developed during 2005 and the invoicing process was streamlined. The number of electricity delivery agreements in force at the end of the year – so-called bulk electricity contracts – accounted for more than half of the S Group’s electric power consumption. The Accounting unit is responsible for overseeing the SOK Corporation’s and the entire S Group’s finances on the basis of joint principles and guidelines (management accounting, book-keeping, financial statements and taxation), and the unit also provides the necessary joint financial services for the Group. In addition, the unit is in charge of developing and maintaining the S Group’s accounting information systems, and it furthermore serves as a chain management unit for the S Group’s accounting functions. Implementation of the S Group’s Development Programme for Financial and Accounting Processes (Talke) has been continued. The working priority during 2005 was to get the new integrated financial administration IT system up and running. The objective of the development effort is to support business decision making more efficiently, to increase the cost-effectiveness of accounting and financial processes and to realise concrete cost savings. Operations have been developed according to plan and the objective set out in the programme will be reached during 2006. SOK Corporation expanded its financial administration service centre last year so that the unit provides the financial administration services for nearly all the subsidiaries. Apart from the development programme, the unit focused on carrying out its fundamental task. This involved maintaining and developing the principles and guidelines governing financial and management accounting as well as overseeing Group-level taxation matters and supporting the information systems of the finance functions. As part of the fundamental task, the unit was also in charge of implementing SOK Corporation’s management and financial accounting. During the year preparations continued for making the transition to International Financial Reporting Standards (IFRS). The Information Systems unit devoted resources in 2005 to projects for the different business areas and support functions, notably, by developing the joint infrastructure. The server and storage solutions that were made jointly available to different user groups, the development of a systems operation service as well as work on standardising the workstation network improved cost-effectiveness and service quality, and contributed to maintaining data security. A PKI solution (Public Key Infrastructure) based on smart cards was developed to provide strong user authentication. Work on revamping the information interchange system moved ahead to the implementation stage. SOK Corporation The operational concept of the Corporate Security and Risk Management unit that operates as a chain management link for the S Group’s risk management is to support the trouble-free operation of the S Group’s main functions and processes as well as their continuity by deploying risk management means and methods with the aim of achieving the Group’s business objectives. The main task of the Corporate Security and Risk Management unit is to develop and define the principles, rules of the game and objectives of corporate security and risk management as well as to support, manage and monitor their application and implementation within the S Group. Major development projects in 2005 were the definition of an integrated risk management model, the introduction of a risk management and security management information system and the designing of risk management measures for identified threats to the S Group’s corporate security. In 2006 development of Enterprise Risk Management will be continued by formulating the S Group’s risk management strategy as well as by sharpening risk management processes and procedures. A further objective is to create continuity plans for missioncritical information systems. Staff and customer security will be improved further by continuing our Security Pass training sessions. SOK Corporation’s Legal Affairs unit seeks to ensure that the Corporation operates in accordance with the law, draws up highcalibre agreements and avoids needless disputes and litigation. The Legal Affairs unit assists and guides SOK Corporation’s units and cooperative enterprises in tasks requiring legal expertise. Various agreements connected with business operations figure prominently in the Legal Affairs unit’s activities. Preparatory work done during the report year included agreements connected with the purchase of shares in Suomen Spar Oyj and with Baltic operations, and work moved ahead on a project for developing the S Group’s finance services. The Real Estate launched an overhaul of the property and business location strategy in 2005 with the aim of making use of chain management to arrive at a more effective operational model for the entire S Group’s property business. The priority for developer building operations was development work on technical concepts for different business areas and procedures for checking the safety of buildings owned by the unit. In the area of property maintenance, the most important measures were connected with monitoring energy consumption and waste amounts and with correctly carried out maintenance. During 2005 SOK Real Estate took part in launching a feasibility study on a new head office project. prises’ capability of focusing more closely on customer-owners’ needs, expectations and purchasing potential as part of the planning and management of their normal operations. The marketing planning and implementation process was stepped up by increasing the centralised production of marketing materials connected with chain concepts by placing in use an electronic marketing calendar serving all the chains and cooperative enterprises as well as by harmonising customer promises and ways of working. The effectiveness of the service concept for customer-owners was increased by introducing new functions for enhancing member-administration, marketing and data analysis that were made possible by the revamped integrated information system that went into operation in autumn 2004. Electronic service for customer-owners was improved by renewing the monitoring system for the S Channel’s Bonus and Account Balance Service and earned bonuses, and customers were given the option of joining as members over the Internet. Communications and publications The Communications and Publications unit supports the S Group’s operations and the achievement of its objectives both strategically and operationally. The strategic objective of the Communications and Publications unit is to make the communications perspective a part of all existing business processes. In 2005 the S Group’s communications strategy was updated and approved by the Communications and Publications Board. The guiding concept of the theme of the year for 2005 – rewards – was mapped out and the initiative will be monitored on an ongoing basis. Other major challenges for the unit were the strategic communications related to Your Own Store, communications on the development of finance services and communications related to the Spar acquisition. The chain management dimension of communications was put on a firm footing by means of training and organising chain management days and training sessions for company management and experts. The communications value chain was developed further by highlighting process thinking. A new operational model and processes for the Yhteishyvä magazine went into use as planned together with Sanoma Magazines, Helsinki Cooperative Society Elanto and Hansaprint. The guiding concepts for communications services were laid out on the basis of a survey of communications needs, and the work on concept formulation will continue during 2006. SOK’s Communications and Publications unit also acted as a pilot unit in 2005 for the pricing review that was decided by SOK’s Executive Board. Customer-owner services and marketing The task of the Customer-owner services and marketing unit is to see to it that customer-ownership develops and strengthens as a central driver of the S Group’s success. The unit’s task is to see to it that the mission is realised in the operations of the cooperative enterprises and the chains, and its strategic objective is to produce for the businesses a decisive competitive advantage through superior customer relationship management know-how and an effective marketing planning and implementation process. In 2005 a special effort was made to boost the cooperative enter- 17 SOK Corporation SOK Corporation organisation 2006 18 Business-by-Business Review Supermarket trade The S Group carries on supermarket trade using four store concepts: hypermarkets (Prisma), supermarkets (S Market), grocery stores (Sale and Alepa) and the home and DIY store (Kodin Terra). At the end of 2005 the supermarket chains comprised a total of 679 locations in Finland as well as 4 in Estonia, where AS Prisma Peremarket, a subsidiary of SOK Corporation, is engaged in the supermarket trade. Operating environment in 2005 The competitive situation in the sector remained tough in 2005. One of the distinctive features in the sector was the more active role played by venture capitalists. Prices in the grocery trade remained at the levels of the previous year, and the major players took steps to beef up their networks. Last year also witnessed some significant mergers and acquisitions which will have far-reaching implications on the structures within the grocery trade: Tradeka Ltd and the Wihuri Group merged their retail trading operations and SOK entered into negotiations, initiated by Axfood AB (publ.), concerning the acquisition of all shares in Spar Finland Plc held by Axfood. Following the decision by the Finnish Competition Authority, SOK concluded the transaction with Axfood in January 2006. The international players within the consumer goods trade continued their expansion in different parts of Finland and new players also launched operations. During the year, privately owned chains were combined into larger chains, which also brought venture capitalists on board as owners. 2005 in the S Group’s supermarket trade The S Group’s supermarket chains continued to press ahead with developing operational models that enable and bolster overall thrift, resulting in good price competitiveness, which in turn led to doing well in the competitive situation. Within the grocery trade, this was borne out by growth in the market share. The S Group’s market share of the grocery trade was 35.9 per cent at the end of 2005, putting the S Group in the market leader position in the grocery trade. The S Group’s supermarkets had retail sales in 2005 of EUR 4,745 million, an increase of 6.8 per cent on the previous year. The sales growth, which outpaced the general trend as well as competitors’ growth, was attributable to several factors, making it difficult to single out any one reason for the strong growth. The supermarket trade occupies a central position in serving the S Group’s members, and Bonus sales to members outpaced growth in other sales, up by 11 per cent. Members’ purchases accounted for 82 per cent of total purchases at supermarket locations. All the S Group’s supermarket chains registered increases in sales that outpaced market growth and they all reported a profit. The S Market chain is the S Group’s largest chain of grocery markets. At the end of 2005 it had 372 locations, an increase of three on the previous year. The chain’s aggregate sales, excluding fuels, amounted to EUR 2,341 million, an increase of 6.6 per cent on the previous year. In 2005 two new stores joined the Prisma chain, making 47 units by year-end. In addition, four Prismas were operating in Tallinn. In Finland the chain reported sales of EUR 1,881 million (excluding restaurants, fuels and other additional services), representing an increase of 6.4 per cent. The Sale and Alepa chains had aggregate sales of EUR 495 million, a rise of 7.2 per cent. The number of locations increased by 18 and totalled 260 at the end of the year. The first Kodin Terra pilot store opened for business in Renkomäki, Lahti, in April 2005. The store’s target group are members, with particular emphasis on women members. Kodin Terra has received plenty of positive feedback from its customers during its first months of operation. Decisions concerning the opening of the next Kodin Terra units will be made during 2006. Competitive strategy and scaling up processes The efficiency-boosting projects concerning the entire value chain in the supermarket trade and its processes, which got started in 2003, continued through 2005, as did the development of new system properties to support them. The aim is to enhance the availability of goods and the appropriateness of product ranges and to get the entire process from the supplier to the retail outlet to operate cost-effectively. A major development project was the continuation of the store space management project that got underway in the previous year. It aims at putting into action the precision management and analysis of space by chain, store, area of demand and merchandising group as a continual real-time process. Furthermore, the objective is to produce automatically accurate shelf maps for a store’s profiled range of products, matching these maps to the furnishings and fittings in each store. Shelf-map data and actual sales data will be used to enhance the product-specific use of space and to S GROUP’S MARKET SHARE OF THE SUPERMARKET TRADE 19 Liiketoimintakatsaus 20 Business-by-Business Review improve availability. A key subproject of space management was the setting in motion of measuring store floor space, furnishings and fittings, which was comprehensively carried out to completion in the Prismas, and it got off to a good start in the other units. The space management project has also progressed to the adoption by 46 pilot stores of unit-specific shelf maps for four different merchandising groups. The updating of the competitive strategy for the supermarket trade got underway in autumn 2005 and it is being implemented in 2006. The key aspect of the strategy is fine-tuning the network structure to respond to the changing competitive environment. Last year also saw the start of the planning work, with respect to sourcing and logistics, for the operational model for the 2010s. Planning was affected by the entry into negotiations with Tradeka (Cooperative Tradeka Corporation) concerning the transfer of Inex Partners Oy to full ownership of SOK. The transaction involving the acquisition of shares in Inex held by Tradeka was concluded on 31 January 2006. Market Chain Management Market Chain Management is the S Group’s management and development unit for the supermarket business. Its main task is to develop business area strategy and chain-operation ideas as well as to assist the regional cooperative enterprises and provide guidance in the development of the business area. Service station store and fuel sales The S Group’s outlays on the development and extension of a network of service station stores and fuel sales continued at a vigorous pace in 2005. The main services offered by the chain of ABC service station stores are versatile and moderately priced café, restaurant, supermarket services as well as fuels. A significant factor for customers is that ABCs are open for service every day of the year. On a single stop, customers can eat a meal, do some shopping and fill up their tanks. Long opening hours (24 h or 6:00 am-midnight) ensure customer convenience. At the end of 2005 the ABC chain comprised 71 service station stores located along traffic arteries and in urban areas and 191 ABC unmanned stations that operate primarily at the Prismas, S Markets and Sale grocery stores. The ABC chain of unmanned stations specialise in selling fuels. The ABC network operates in the areas of all the 22 regional cooperative enterprises as well as 4 local cooperative enterprises. The S Group’s cooperative enterprises had a total of 304 fuel-selling units at the end of the year. Of these, 98 were service station stores and the remaining 206 units consisted mainly of unmanned petrol stations. The net increase on the previous year was 24 units. The ABC chain is the first company in the service station sector in Finland to have been awarded the right to use the Key Flag standard by the Association for Finnish Work. Operating environment Petrol consumption increased at a moderate rate in 2005. The price of crude oil remained high and the year was characterised by considerable fluctuations. This was largely attributable to increased demand for crude oil and even more so, to the hurricanes which raged in the Gulf of Mexico in August-September. Retail prices for fuels remained relatively high and in the aftermath of the hurricanes, retail prices for petrol and diesel rose to record levels. Price competition in retail sales of fuel was extremely fierce at times. Dialogue concerning bio-fuels got underway in Finland in summer 2005. ABC Chain Management and the North European Oil Trade Oy (NEOT) launched a study, which also pertained to ABC, last autumn. Despite the rise in prices for petrol, leisure mobility and vehicle mileage have been on the rise. Consumers have come to expect services and products to provide enriched, new experiences. Eating out increased in 2005, with the strongest growth in the low-end price segment of fast casual dining, in which category ABC is also included. However, consumers want to spend an increasing amount of time with family and friends, so there is a call for faster services. The significance of price as a criterion when choosing a service is gaining strength, and price competition is expected to become even fiercer in 2006. Buying behaviour varies according to the situation; customers make their decisions about where and when they buy according to different criteria at different times. The versatility offered by ABC has responded to this through providing services for people on business trips or holidays as well as for local residents. Shopping at service station supermarkets increased, but there were no major changes in the competitive situation. The possible 21 Business-by-Business Review amendment to the act on shop opening hours continues to be a topic of discussion. The requirements set by the Environmental Protection Act have made finding business locations more of a challenge, and permit application processes have become lengthier. ABC employs the latest safety technology in setting up its units. 2005 in the S Group’s service station store and fuel trade The service station stores and fuel stations reported retail sales across the S Group of EUR 972 million, which represents growth of 22.2 per cent on the previous year. The figure includes sales by unmanned stations at supermarket units. The S Group’s market share within petrol sales rose by 10.8 per cent to stand at 17.5 per cent, up 1.7 percentage points on the previous year. The growth was attributable to the nationwide expansion of the ABC network and the fact that members made more of their fuel purchases through the S Group’s fuel-selling units. Bonus sales rose considerably as in previous years. The fuel procurement company North European Oil Trade Oy (NEOT) supplied fuels to the cooperative enterprises. The ABC chain’s excellent trend in volume was strongly attributable to the expanded network as well as to members concentrating their fuel purchases at the chain’s units. SOK sold its shares in Uudenmaan ABC Oy to Helsinki Cooperative Society Elanto in spring 2005. In the same connection, the ABC service station stores and new ABC projects in the Greater Helsinki area were transferred to HOK-Elanto. The ABC chain gained a foothold in new geographical areas in 2005. Several unmanned stations were opened in Northern Fin- land and new service station stores opened for business, especially in Ostrobothnia, thus improving service for motoring members throughout the entire country. The popularity of fast casual dining has continued to rise and this was also confirmed by the trend in restaurant sales by ABC service station stores. Growth took place in all the ABC chain’s sub-areas – fuels, restaurants, and supermarkets. About half the sales by ABC service station stores accumulated from fuel sales and the other half was divided between supermarket and café and restaurant sales. The visibility of the ABC chain can now be said to have risen to new heights. During the year, 9 ABC service station stores and 24 ABC unmanned petrol stations were opened. The business unit’s strategy is to push ahead with its vigorous expansion of the network. ABC Chain Management ABC Chain Management is the development unit for the S Group’s service station store business and fuel trade. Its central task is to develop the strategy for the business and chain business ideas as well as to assist the regional cooperative enterprises and provide guidance in the development of the business area. Chain Management operations centred on concept-driven planning, implementation and operations control for the ABC service station stores and ABC unmanned stations and furthermore, it was in charge of acquiring new business locations. Department store and speciality store trade S GROUP’S MARKET SHARE OF PETROL SALES 22 The S Group has 20 Sokos department stores and 11 Emotion stores that are specialised in cosmetics and ladies’ lingerie. In addition, seven Pukumies men’s apparel stores and eight other speciality stores owned by Osuuskauppa Arina round out the S Group’s speciality palette. Cooperative enterprise-owned Sokos department stores serve members and other customers in the area of 15 regional cooperative enterprises as do speciality stores in the area of five regional cooperative enterprises. Retail sales by the S Group’s department stores and speciality stores in 2005 totalled EUR 365 million, representing growth of 5 per cent on the previous year. Whereas price levels fell for the main product sectors, overall growth in sales was attributable to increased volume. Members are by far the largest consumer group of the Sokos department stores and the S Group’s speciality stores. Purchases made by members accounted for more than 80 per cent of Sokos department store sales. The regional cooperative enterprises own all of the S Group’s speciality stores and 17 of the Sokos department stores. The business operations of the Tampereen Sokos Oy were transferred to the Pirkanmaa Cooperative Society at the beginning of the year. SOK is responsible for operating the Tapiola Sokos and Helsinki Cooperative Society Elanto is responsible for managing its business Business-by-Business Review operations. In Turku, SOK and Turku Cooperative Society engage in Sokos business operations in the jointly owned Turun Sokos Oy. SOK has a 90 per cent holding in the above-mentioned company. The profitability of the speciality stores that operated for the full year and the Sokos department store trade increased markedly on the previous year and exceeded the levels targeted last year. Customer satisfaction gained strength. Customers felt that price levels in the department stores were better suited to their budgets. They also felt that they received more knowledgeable customer service. Operating environment in 2005 The overall economic trend was favourable across the country. Labour market solutions, with the exception of the wood processing industry, were reached without disrupting the stable trend in disposable income. Consumer confidence remained largely positive and healthy. The re-openings and expansions of the large shopping centres in the Greater Helsinki area paved the way for the arrival in Finland of new international chains, such as in the sporting goods and toy trade. The arrival of new players on the market is set to continue. Similarly, re-openings and extensions to shopping centres will continue, and this trend will spread beyond the Greater Helsinki area in 2006. The new technology featured prominently last year in new products and novel approaches to shopping. The home technology trade grew in particular, when new technology came into widespread use in televisions and stereos and players. The use of information networks increased substantially, in both the pre-selection and purchase of goods. Advances in technology will forge ahead in 2006. Of the traditional product areas, the apparel and footwear trade showed a particularly favourable trend. Average prices for products in the sector have fallen but there has been a positive growth in the number of items sold. The changing trends that started in 2005 will continue in 2006. Increasing numbers of players and diversifying ways of doing things are competing for consumers’ interest, time and money. 2005 in the S Group’s department store and speciality store trade Sokos department stores Sales of consumer goods by the Sokos department stores (20) totalled EUR 312 million, representing growth of 4.7 per cent compared with the previous year. Like-for-like growth in the consumer goods trade in the Sokos department stores was on a par with the rate of nationwide likefor-like growth in trade by department stores. The best sales trends were recorded by the footwear and bag trade as well as the cosmetics trade, and the healthy trend of the Sokos home textiles trade reflected the widespread popularity of home interior decorating. The Pori Sokos was extensively refurbished, including improvements made to connections between floors, and the range of refreshments offered by the café and restaurant at the department store was substantially extended. Revamps to departments and to product displays were carried out in all the Sokos department stores to stimulate and attract customers and make shopping at our locations more convenient. The Sokos chain posted an operating profit on sales of consumer goods, considerably improving on the previous year’s result. The Sokos locations were similarly in the black (consumer goods + grocery trade) and their result was clearly up on the previous year. Emotion chain The units in the Emotion chain are speciality stores that are located in large shopping centres and the larger town centres and offer cosmetics and ladies’ lingerie. The stores round out the S Group’s palette of consumer goods in their localities. There were 11 units at the end of 2005. Aggregate sales by the Emotion stores amounted to EUR 12.1 million, representing an increase of 25.1 per cent (like-for-like growth was 10.1 per cent). Trend in the operations of the Sokos companies owned by SOK Corporation The Sokos companies had three Sokos department stores in operation for the full financial year 2005: Sokos Wiklund in Turku, Sokos Mylly in Raisio and Sokos Tapiola in Espoo. Net turnover by the Sokos companies amounted to EUR 36.2 million, representing a decline of 62.6 per cent on the previous year due to transfers of units. In 2004 net turnover by the Sokos companies included the figures reported by the Tampere Sokos for the full year and the Helsinki Sokos for four months in addition to the three department stores mentioned above. The Sokos companies reported an operating profit amounting to EUR 0.8 million (4.2). In 2005 the companies had an average payroll of 251 people (371). Sokos Chain Management The tasks of the Sokos Chain Management unit are to define the category structure and sales assortment of the Sokos department stores and the Emotion speciality stores as well as to develop and maintain the chains’ business ideas, concepts and information systems. Chain Management provides the agreed marketing, logistics and information system services and it prepares policy proposals guiding the operations of the chains for presentation to their decision-making bodies. In 2005 Chain Management pressed ahead with developing and mobilising the business ideas and concepts for various product areas as well as with developing the composition of the range of products and its management systems. The Sokos competitive strategy, which will constitute the basis for development in the years immediately ahead, was updated and at the same time new target levels were determined for the business. 23 Business-by-Business Review Hotel and restaurant trade The S Group’s hotel and restaurant business comprises a comprehensive network of 48 hotels and 554 restaurants located around Finland. Of the hotels, 39 belong to the Sokos Hotels chain and 6 to the Radisson SAS chain. In addition to these, the S Group has 3 smaller hotels that do not operate according to a chain concept. Of the restaurants, 313 operate as stand-alone restaurants, 129 in hotels and 70 in connection with ABC service station stores. Of the restaurant units, 213 belong to restaurant chains. Outside Finland, the S Group carries on hotel and restaurant operations in Estonia, where hospitality customers are served by Sokos Hotel Viru with its restaurants and a food court that operates at the Prisma hypermarket in the Sikupilli Shopping Centre. More than half of the net turnover from the S Group’s restaurant business consists of sales by the chain restaurants. The nationwide restaurant chains are Rosso, Fransmanni, Amarillo, Sevilla, Torero, Memphis, the Night nightclubs, Public Corner and in-house licensed restaurant chains. Regionally operating restaurant chains include Chico’s, Mr. Pickwick and Ale-Pub. The café and fast food chains Coffee House, Presso, Rosso Express and Buffa round out the range of restaurants and in addition, the Group engages in extensive co-operation with the Hesburger chain in the hamburger restaurant business. Ownership of the S Group’s hotel and restaurant business is divided between SOK Corporation and the regional cooperative enterprises. SOK Corporation’s Hotel and Restaurant Division comprises SOK’s operating subsidiaries Sokotel Oy and the Estonian-based AS Sokotel as well as the S Group’s hotel and restaurant management, development and support unit that operates within SOK. The regional cooperative enterprises own hotel and restaurant operations in several different companies. The hotel and restaurant units that are owned by the regional cooperative enterprises account for about 70 per cent of the S Group’s aggregate net turnover in the sector. Objectives of the hotel and restaurant trade The objective of the business area is good profitability, which guarantees the resources for the development and controlled growth of operations. Adequate financial resources provide the wherewithal to secure the best business sites and they in turn will provide extensive demand-oriented market coverage both in Finland as well as, to an increasing extent, in neighbouring countries in the years ahead. Within hotel operations, the S Group’s objective is to ensure that customers continue to receive the highest quality products and services, to deliver offerings for the growing leisure segment and to maintain clear market leadership in Finland. Outstanding market leadership in accommodation operations in Finland will call for expanding the network to St Petersburg and within the Baltic regions over the next few years in line with the neighbouring country strategy. The objective for restaurant operations is to further enhance the service spectrum through diverse product and chain concepts and thereby boost market shares in each region. Paying due attention to safety factors and responsibility in all ac- 24 tivities will continue to be a major part of the S Group’s hotel and restaurant business. The value of competent staff is of prime importance so a good deal of effort goes into fostering staff well-being and initiating training across the business. The S Group seeks to be the most attractive and desired employer in the sector. The business has several projects underway to secure new business sites in urban areas, leisure centres and the neighbouring countries. Processes are being developed to enhance customer convenience. New online services and information system projects that underpin operations have been introduced alongside traditional channels. All the chains are elaborating the quality of service and management in keeping with their business concepts through training programmes that will span several years. Operating environment The hotel sector in Finland is characterised by internationalisation; offerings are on the increase, customer companies are internationalising and international business travel and the demand for the leisure sector are on the up. The expanding EU is bringing to the sector competitors who must be taken seriously, but it is also bringing new customers. People have higher expectations of leisure, and short weekend breaks are becoming commonplace. Customers are demanding greater individuality. Along with advances in technology, online purchasing is burgeoning and technology is also adding a new slant to business travel. The changes in the operating environment pose considerable challenges for the players in the sector: the growth in offerings, emergence of chains and networking will further heighten price competition and generate a more diversified spectrum of services. Professional buyer activities are gaining prominence, as is a command of the end-to-end process. Demand in the hotel business rose favourably in 2005 and the trend looks set to continue at a brisker rate than in previous years. The S Group believes in the prospects for near-term success in hotel operations and profitability is expected to improve on previous performance. Within restaurant operations, changes are taking place in legislation, consumer behaviour and the competitive situation. Alcohol consumption has continued to shift from the restaurant to the home; alcohol consumed in restaurants accounts for one-fifth of overall intake. Along with the decline in sales of alcoholic beverages, the high rate of value added tax on restaurant meals (22%) puts pressure on prices. The impending act concerning smoking in restaurants constitutes one of the looming threats that will affect development in the sector, especially with regard to nightclubs and dance restaurants. The sector fears the spread of the grey economy. Competition is tightening and demand is becoming increasingly fragmented, thus the players in the sector need to either select their target groups or operate across an ever-broadening spectrum. Restaurant operations represent about 70 per cent of the total volume of the hotel and restaurant business. Consequently, and also due to the size of the markets, the S Group will be focusing increasingly on large, mid-price range units in all four categories – beverages, socialising, restaurant meals and fast foods. The aim is to achieve local market leadership by way of a sound regional structure. The restaurant business and the hotel business are expected to grow in volume in the near-term. Those players who Business-by-Business Review are in a position to develop their efficiency, work productivity and capacity to respond to changes are poised to continue outperforming the rest. line up business sites. Despite substantial investments, the financial performance by the S Group’s hotel and restaurant business maintained an excellent level at 6.7 per cent of net turnover. Two units, Sokos Hotel Presidentti in Helsinki and Sokos Hotel Seurahuone in Kajaani, became part of the Sokos Hotels chain during 2005. Furthermore, Sokotel Oy, which is owned by SOK, carried out renovations on the Marina Palace real estate in Turku for the Radisson SAS chain. It will open for business in early 2006. Within the S Group’s network, considerable renovations and extensions were carried out last year on some of the units, including the Sokos Hotels Ilves in Tampere, Torni in Helsinki, Vaakuna and Kimmel in Joensuu, Lahden Seurahuone in Lahti, Vantaa and more radical modifications and an extension on the Alexandra in Jyväskylä. The refurbishment of the Radisson SAS Hotel Oulu reached completion. The S Group opened about 70 new restaurants of which 47 were chain restaurants. In addition, several dozen old restaurants were refurbished. The way forward to generating an increase in market share is through large units that combine several concepts. Food courts were created in, for instance, Pori, Kouvola, Tampere and Helsinki. Fast food Food Court units featuring varied concept combinations were developed in the areas of several cooperative enterprises. The Rosso Express and Amarillo restaurant chains chalked up the fastest growth in the past year. Capital expenditure amounting to approximately EUR 24 million was allocated for restaurants. The restaurant business in 2006 will be characterised by even stronger networking, closer-knit market coverage, the search for synergy and new concepts. 2005 in the S Group’s hotel and restaurant trade Retail sales by the S Group’s hotel and restaurant trade totalled EUR 635 million, an increase of 2 per cent on the figure a year earlier. Accommodation sales came to EUR 182 million, representing growth of 1.1 per cent on the previous year. Restaurant sales amounted to EUR 453 million, up by 2.3 per cent on the year before. The S Group’s growth was on a par with the average for the sector, which, according to statistics, is at around the 5 per cent mark. The S Group’s market share measured in terms of net turnover by hotels was 24 per cent, making the S Group Finland’s largest individual hotel operator. Along with the leisure units that became part of the Sokos Hotels chain as well as increased demand, the proportion of the sales of leisure services to members showed an increase. The occupancy rate of the S Group’s hotels was up on the previous year at 64.5 per cent (62.9%), whereas occupancy rates reported by other players throughout Finland remained at around 49 per cent. The 20 per cent market share of the S Group’s restaurant business was also the largest in Finland. Within its restaurant operations, the S Group increased its market share in the beverage, socialising and restaurant meal sectors. Growth of locations specialised in fast foods came in at 10 per cent whereas nationwide growth reached only 5 per cent. There are large differences between cooperative enterprises in the control of regional and city-specific market shares. The capacity utilisation of the S Group’s restaurants (sales/customer place) is continuing at a considerably higher rate than the levels reported by competitors. The development in the market share and the building of closer-knit network coverage has kept cooperative enterprises busy in the fiercening competition to Restaurant and Hotel Chain Management In autumn 2005 Sokos Hotels Chain Management unit and Ässäravintolat, which is responsible for the management of the chain restaurants, were combined into the S Group’s Restaurant and Hotel Chain Management. Chain Management attends to S GROUP’S MARKET SHARE OF THE HOTEL BUSINESS S GROUP’S MARKET SHARE OF THE RESTAURANT BUSINESS 25 Business-by-Business Review and is responsible for the development of the competitive strategy, business ideas, concepts and chain brands for the Group’s hotel and restaurant business. Furthermore, it manages logistics and monitors the profitability and competitiveness of the chains. Chain management of the Radisson SAS hotels is handled from the chain’s headquarters in Brussels. In 2005 Chain Management activities put emphasis on expanding the network and critical mass, increasing market shares and on developing profitability and quality. All of the chains launched or continued service training courses specific to their business concepts and development programmes for the day-to-day management of concepts. In November 2005 Chain Management developed and opened, together with Pirkanmaa Cooperative Society, a pilot for a new nationwide Budget Meal restaurant concept, Buffa, in Tampere. Buffa comes under the mid-price range category of fast foods. In addition, several new restaurant and product concept projects got underway ready to launch in 2006. An internal chain operating model was refined and implemented in the restaurant meal, beverage and nightclub concepts. Within support service processes and systems development, the most challenging step has been the adoption of the Tuhti DW programme and its firm establishment in the field. Other product innovations launched in 2005 included a wireless information system to improve the efficiency of restaurant and service processes. Sokotel Oy Within SOK Corporation, Sokotel Oy in Finland and AS Sokotel in Estonia operate hotels and restaurants under the Sokos Hotels and Radisson SAS brands. At the end of 2005, the company comprised 13 Sokos Hotels and 6 Radisson SAS hotels. The hotel network changed at the beginning of 2005 when the Sokos Hotel Presidentti became part of the chain and Sokos Hotel Porin Vaakuna was sold to Satakunta Cooperative Society in April 2005. When Presidentti became a part of the Sokos Hotels chain, the Memphis and Coffee House restaurants in the Hotel Vaakuna in Helsinki were transferred to Helsinki Cooperative Society Elanto (HOK-Elanto). The Klaus Kurki hotel closed at the beginning of 2005. Sokotel Oy’s net turnover was up 4.0 per cent on the figure a year ago. Like-for-like net turnover grew by 4.2 per cent. The company’s sales remained good in spite of large investments, which disrupted operations in some of the Sokos hotels and Radisson SAS hotels. The occupancy ratio and average room rate rose compared with a year ago. This meant that the room yield also increased and was clearly better than the average for the country as a whole. The operating profit posted by Sokotel Oy, which carries on the hotel and restaurant business in Finland, was at the budgeted level, but fell slightly short of the previous year’s earnings owing to the changes in the Sokos Hotels network. On a like-for-like basis, profits improved markedly on the previous year. Motor trade and accessories Within the S Group, SOK Corporation and 12 regional cooperative enterprises engaged in vehicle sales. The services provided by the regional cooperative enterprises are supplemented by SOK Corporation’s Maan Auto Group in Finland and by AS Kommest Auto Group in the Baltic countries. At the end of the year, the S Group had a total of 46 (45) car dealerships in Finland. S Group dealerships represented 13 (13) different makes of cars, of which Peugeot is the S Group’s own imported marque. Operating environment in 2005 The positive trend in the motor trade continued in 2005 with the registration of 148,161 new passenger cars, which represents an increase of 3.9 per cent compared with the previous year. The number of new vans registered in 2005 was 14,090, which represents a drop of 10.6 per cent compared with the previous year. The decline in van registrations was partially attributable to the fact that many vans were registered in 2004 as so-called dual-use vehicles whose tax advantages ceased at the end of that year. A total of 29,728 used cars were imported into Finland during 2005, or 5.3 per cent less than the year before. Activities in the motor trade in recent years have been affected by the EU Block Exemption that came into force on 1 October 2002. Its objective is to increase competition in sales, servicing and repair services of vehicles as well as to strengthen the position of car dealerships in relation to manufacturers and importers. The final transition period of the Block Exemption ended on 1 October 2005 with the abolition of the location clause, following which an authorised dealer of a marque can establish dealerships that comply with the manufacturer’s standards in any country within the EU. Tougher competition will be translated into the strengthened position of so-called independent vehicle servicing and repair service chains within vehicle service and repair operations. The abolition of the location clause will lead to heightened competition within retail sales of vehicles, at least in larger population centres, as car dealerships endeavour to expand their networks. Fiercer competition will underline the importance of customer service in the success of car dealerships as well as in the service and repairs business areas. Car manufacturers have initiated price harmonisation within the EU, as a result of which the ex-factory prices of vehicles would be the same in all EU States. So far, price harmonisation has made little headway but as it becomes more widely implemented, it will mean higher prices for cars in Finland and this will lead to changes in market shares of marques and models when compared with the current situation. 2005 in the S Group’s motor trade The S Group’s retail sales in the motor trade and accessories in Finland amounted to EUR 688 million, which is 3.9 per cent down on the previous year. SOK Corporation’s net turnover from vehicle sales was EUR 345 million (356), down 3.1 per cent on the figure the year before. Operating profit was EUR 4.8 million (9.1). The average number of employees in the motor trade was 645 (614). The Maan Auto Group The Maan Auto Group is a wholly-owned subsidiary of SOK, which comprises five companies. Maan Auto Oy imports into Finland and markets Peugeot vehicles, spare parts and accessories through its own network of subsidiaries, Automaa Oy and 26 Business-by-Business Review 27 Business-by-Business Review Hämeen Leijona Auto Oy, and the rest of its nationwide dealer network. In 2005 Maan Auto’s distributor network comprised 36 full-service car dealerships, 7 of which were owned and operated by the Maan Auto Group itself, 15 by the regional cooperative enterprises and 14 were owned by private entrepreneurs. Automaa Oy is a full-service car dealership chain with three dealerships in the greater Helsinki area: in Olari (Espoo), Herttoniemi (Helsinki) and the Airport outlet in Vantaa. It has additional dealerships in Tampere and Raisio. Under a business transaction finalised on 30 December 2005, Automaa acquired additional capacity in Konala, a district of Helsinki, where a full-service car dealership will open for business in the first part of 2006. Hämeen Leijona Auto Oy has dealerships in Hämeenlinna and Lahti. Oy Motortrans Ab is also a subsidiary of Maan Auto Oy. The company is responsible for the warehousing and inspections of Peugeot passenger cars at the Hanko Free Port as well as for import vehicle servicing and vehicle accessory installations, vehicle storage and deliveries to Peugeot car dealerships. Last year the company performed import vehicle servicing on 9,806 Peugeot vehicles; Peugeot vehicles accounted for 96 per cent of all the import vehicle servicing performed by the company. In a transaction signed on 9 December 2005, Maan Auto acquired the entire shares of Auto-Kivitila Oy, which operates a Ford dealership in Tampere. Under the same agreement, the entire shares of Auto-Kivitila Metro Oy were also acquired; Auto-Kivitila Metro operates a Ford service outlet in Turku. The Finnish Competition Authority approved the transaction on 3 January 2006. A total of 8,773 Peugeot passenger cars were registered, representing a decrease of 12.2 per cent on the previous year. The market share of Peugeot passenger cars fell from 7.0 per cent to 5.9 per cent; Peugeot suffered the largest loss of market share of the leading makes in Finland. Registration of Peugeot vans rose by 0.2 per cent and came to 966 vehicles. The market share of vans rose from 4.5 per cent to 4.9 per cent. The market in Automaa’s business area increased by 3.2 per cent and in Hämeen Leijona Auto’s business area, it increased by 5.5 per cent. The companies handed over a total of 4,200 Peugeot passenger cars and 347 vans. Registrations of Peugeot passenger cars sold by Automaa and Hämeen Leijona Auto declined by 10.5 per cent, whereas van registrations rose by 25.7 per cent on the previous year. The market share of Peugeot passenger cars within Automaa’s business area accounted for 6.2 per cent (7.3%) and within Hämeen Leijona Auto’s business area, the market share accounted for 5.2 per cent (5.6%). The market share for Peugeot vans within Automaa’s area rose by 0.7 percentage points on the previous year, amounting to 4.3 per cent, and in Hämeen Leijona Auto’s area, the market share of vans rose by 1.1 percentage points to stand at 3.8 per cent. The companies sold a total of 5,531 tradein vehicles, down 2.5 per cent on the previous year. The financial performance of the Maan Auto Group did not come up to expectations. This was attributable to tighter competition and to a drop in price levels for trade-in vehicles, which was largely brought about by increased imports of used vehicles. Members get a Bonus from vehicle sales, service and spare parts operations. The Maan Auto Group paid members Bonuses amounting to more than EUR 0.5 million. Maan Auto Group’s net turnover in 2005 amounted to more than EUR 280 million. Maan Auto Group employed more than 400 people in 2005. 28 Agricultural trade The S Group’s agricultural trade business area comprises agricultural trade, machinery sales, hardware sales and the gardening/horticultural trade. The sales of agricultural products comprise plant nutrients, pesticides, preservatives, feeds, farm implements, fuels and lubricants as well as seeds and grain. Machinery sales include tractors, combine harvesters, landscaping and grounds maintenance machinery, golf course maintenance machines, spare parts, machine and equestrian accessories, and contract maintenance. Besides services for farm building, hardware sales outlets provide hardware store services for S Group members. The units specialising in gardening and horticultural supplies provide products for people who want to do up their yards and for gardening enthusiasts. The S Group’s agricultural trade is conducted by 131 Agrimarkets, 7 Agrimarket Machine Centres and 1 John Deere Centre. The Agrimarket chain is made up of Hankkija-Maatalous Oy together with Southern Ostrobothnia Cooperative Society, SuurSeutu Cooperative Society SSO and Kymenlaakson Agrimarket Oy. The Agrimarket chain has 32,000 Agribonus customers. Operating environment in 2005 The overall agricultural market in Finland remained at the previous year’s level of about EUR 1,900 million. Total demand in the retail hardware trade grew by about 6 per cent, and growth in gardening/horticultural supplies was at the 5 per cent level. Demand for the production inputs used on farms remained more or less unchanged. The overall market for tractors fell 10 per cent. Sales of farm implements remained at the level of previous years, and customers showed particular interest in direct seedling machines and different disc cultivators. The grain harvest in Finland amounted to 4.0 billion kilos, which was about 12 per cent higher than in the previous year. The quality of the grain was predominantly good. 2005 in the S Group’s agricultural trade In 2005 the S Group retained its market leader position within the agricultural trade, with a share of 42 per cent of the market. Agricultural tax-inclusive retail sales, including the grain trade, totalled EUR 1,043 million, representing an increase of 4.4 per cent on the previous year. In 2005 sales by the Agrimarket chain came to EUR 751 million, an increase of 6.4 per cent on the previous year. The Machine Centres reported sales of EUR 130 million, the grain trade amounted to EUR 100 million and other agricultural sales came to around EUR 61 million. The Agrimarket chain’s hardware and interior decoration sales grew by about 16 per cent and gardening/ horticultural sales were up by around 15 per cent when compared with the year before. The hardware and gardening/horticultural range and ways of working were developed to become more customer-focused and in particular to respond to the needs of the S Group’s members. Hankkija-Maatalous Oy SOK’s wholly-owned subsidiary Hankkija-Maatalous Oy provides agricultural, machine, hardware and gardening/horticultural services and benefits for loyal customers in the agricultural sector as well as for the S Group’s members. Hankkija-Maatalous Oy Business-by-Business Review Procurements and Logistics had net turnover in 2005 of EUR 746 million, which represents growth of 4 per cent on the previous year. Hankkija-Maatalous Oy accounted for about 81 per cent of the Agrimarket chain’s net turnover. The overall market for tractors dropped 10 per cent from the previous year to 4,507 tractors sold. At the end of the year, the market share of Hankkija-Maatalous Oy’s John Deere tractors was 17.6 per cent. Around 420 combine harvesters were sold in Finland during 2005, of these two thirds were Finnish Sampo Rosenlew combine harvesters supplied by the Agrimarket chain. The sales targets set for the landscaping, grounds maintenance tractor and golf course machine business achieved their objectives. Several retail outlets were refurbished during 2005. The Haapavesi, Ilmajoki, Kiuruvesi, Pielavesi, Padasjoki and Muhos Agrimarkets were all relocated in new premises. The first outlets in the S Rautamarket chain, which supplies a wide range of hardware and gardening/horticultural products, were opened in the spring; they operate in conjunction with the Forssa, Hämeenlinna, Iisalmi and Somero Agrimarkets. New Multasormi gardening stores were opened in Vammala, Kokemäki and Laitila and extensions and renovations were carried out at the Orivesi, Kokkola, Juva, Pori and Huittinen Multasormi stores. The Tenhola, Karjalohja and Virojoki Agrimarkets were closed during the year. The hardware and garden operations as well as the business premises of Veijo Niku Oy in Haapavesi were acquired for Hankkija-Maatalous at the beginning of 2005. Hankkija-Maatalous Oy’s profit before extraordinary items was EUR 9.3 million. In 2005 the company employed an average of 923 people (874). Rainex Yrityspalvelu Oy Rainex Yrityspalvelu Oy is a wholly-owned subsidiary of SOK. Rainex Yrityspalvelu is a hardware and building wholesaler that also deals in civil defence, security, work clothes, catering products and textiles. The company has six sales outlets in Helsinki, Jyväskylä, Kuopio, Oulu, Tampere and Turku. Its head office and administration are in Pukinmäki, Helsinki, and its warehouses are located in Vantaa (Hakkila and Maantiekylä), Jyväskylä, Oulu and Turku. Company development continued in 2005. A new warehouse that is due to reach completion in early 2006 is being built in Kuopio. Large outlays were made into electronic trade invoicing and ordering systems. The company had net turnover of EUR 80.9 million (91.4), down by 11.5 per cent on the previous year. Operating profit was EUR 0.2 million (1.6). At the end of 2005 the company employed an average of 46 people (45). Intrade Partners Oy Intrade Partners Oy is the S Group chains’ procurement and logistics company whose primary responsibility is the apparel, cosmetics, leisure and household product areas. It is a wholly-owned subsidiary of SOK. The company’s largest customers are the Prisma, Sokos, S Market and Agrimarket chains. Other customers include the Sale, Alepa, Emotion and ABC chains. In addition to consumer goods, Intrade Partners Oy supplies store furnishings and fittings to the S Group’s sites. The task of Intrade Partners is to bring added value to its customer chains through an appropriate product range in line with their business ideas by means of operational processes that are integrated into the customer chains and backed up by information systems as well by achieving high-volume advantages through centralised purchases. In 2005 cost-efficiency continued to develop favourably in tune with more efficient operations and increased volume. Several projects aimed at optimising operational processes were implemented in 2005 in order to upgrade procurement sources, assortment and delivery network management, and new methods were developed to enhance supplier integration. Intrade Partners Oy’s SAP Retail operational management system was developed by introducing new functionalities, particularly in the areas of data transfer, reporting and portal technology. The degree of automation in handling invoices increased substantially during the past year. Co-operation between suppliers placed emphasis on availability and improving other operational quality as well as on assessing suppliers from the perspective of operational quality. Intrade Partners Oy energetically implemented a European responsible importer model, BSCI (Business Social Compliance Initiative). The BSCI sets out common social requirements and provides a monitoring system in order to verify and improve the social conditions of goods suppliers. The outlook for 2006 is positive and Intrade Partners Oy’s procurement volume is expected to show further growth in the coming financial period. In 2005 Intrade Partners Oy had net turnover of EUR 533.7 million, representing growth of 8.6 per cent on the previous year. Operating profit was EUR 0.0 million (2.5). The company employed an average of 237 people (241). North European Oil Trade Oy North European Oil Trade Oy (NEOT) is a fuel procurement company that is jointly owned by SOK and Greeni Oy. Net turnover in its first full year of operations amounted to EUR 740 million, of which the company recorded a profit of EUR 1.8 million. The growth in net turnover compared with the previous year was attributable to a full year of operations, the rise in market prices and to increased sales by customer chains. The aim of the company is to create a relative competitive edge for its customer chains (the S Group’s ABC chain and Greeni Oy’s St1 chain). In 2005 joint procurements raised the market share of the fuels NEOT Oy delivers to service stations to approximately 25 per cent of the entire Finnish retail fuel market. This gives the 29 Business-by-Business Review company a strong position when negotiating procurement prices for fuels. Centralising procurements results in significant logistics advantages for customer chains and keeps the percentage of fixed costs for procurement and deliveries at highly competitive levels. Building up NEOT Oy’s organisational structure proceeded according to plan. The company’s management of its international oil trade is at a good level but the broadening of its knowledge base is nevertheless one of the company’s main objectives. This objective will be achieved through constant training, recruitment and close co-operation with SOK Finance. At the end of the financial year, the company employed six people. Inex Group At the close of 2005 the Inex Group comprised the parent company Inex Partners Oy and its wholly-owned subsidiary Meira Nova Oy. Inex Partners Oy was owned on a 50-50 basis by SOK and Tradeka (Cooperative Tradeka Corporation). Frozen foods logistics was handled in co-operation with the associated company Finnfrost Oy. The Inex Group’s operations developed well last year. This was attributable to the good performance of the customer chains and to Inex’s own profitable operations. Overall, 2005 was a good year. The added value generated by its operations has had a direct impact on strengthening the competitiveness of the customer chains. Sales by the Inex Group grew by 8 per cent on the previous year, amounting to EUR 2,075 million. The prevailing trend in sales by Inex Partners Oy, Meira Nova Oy and Finnfrost Oy are still higher than the general trend in the sector. Consequently, Inex’s sourcing and logistics position has gained strength. In 2005 Inex adopted an operational model based on functions and processes, and development projects were implemented to support its firm establishment. Key development projects included product group planning, delivery channel selection, voicecontrolled order picking at the Kilo logistics centre, preparations to revamp financial control systems and measures to intensify operations at the logistics centre for specialty products. Procurement co-operation was developed in unison with the Nordic retail trading company Coop Norden. Last year saw continued good performance by Inex Partners Oy, which produces assortment, purchasing and logistics services for the grocery and speciality trade. The company’s sales came to EUR 1,858 million, up 7 per cent on the previous year. Development projects went ahead better than had been planned. This enabled the company to improve efficiency, operational reliability, quality and earnings. The company’s competitive benefits for customers and its position in the markets strengthened. A continued strong performance was also reported by Meira Nova Oy, which produces assortment, purchasing and logistics services for the HoReCa sector. Sales totalled EUR 223 million, an increase of 12 per cent on the previous year. Warehouse deliveries grew by 14 per cent. Meira Nova’s share of the delivery wholesale trade in the HoReCa sector comes to about 30 per cent. Planning got underway for the building project for a new logistics centre that is due to be ready in 2007. Finnfrost Oy, the associated company that provides purchasing and logistics services for frozen foods, reported excellent sales 30 figures of EUR 205 million, up 13 per cent. Activities during the year focused on improving the efficiency of basic operations. The year 2006 will be a challenging period for Inex as it adapts volumes in response to the corporate acquisitions made by SOK. While Tradeka Oy’s volumes will gradually be discontinued from Inex’s purchasing and logistics, volumes from Spar stores will come under the scope of Inex’s sourcing and logistics operations throughout the year. Furthermore, Inex’s new role as a subsidiary of SOK will bring about change. Increasingly international trading and the structural changes taking place within Finland are putting pressure on the competitive situation. This is reflected in particular by tougher price competition. Intensifying basic operations and tightening up co-operation with the S Group are the way to tackle these challenges. The good trend of the Inex Group and its client chains will continue for the most part in 2006. The competitive factors of primary importance are price-competitiveness, cost-effectiveness and delivery reliability as well as the efficiency of the value chain extending from the consumer to the production operation. Inex Group had a payroll of 2,411 employees at the end of the year, an increase of 35 people over the previous year. Risto Pyykönen M.Sc. (Econ.) serves as Chairman and CEO of the parent company and the Group. Business-by-Business Review Neighbouring Countries The S Group operates in the Baltic countries within the supermarket trade, the hotel and restaurant business and the motor trade. The Baltic region saw the continuance of the investment plan in the supermarket, hotel and restaurant and motor trades. An updated neighbouring country strategy was approved in December 2005. An agreement was made in 2005 concerning the opening of the first Prisma hypermarket in the Latvian capital of Riga in autumn 2006. Business operations in the Baltic countries achieved the objectives set for them in the financial year and showed a profitable result. The overall market for vehicles in Estonia in 2005 was 22,025 new cars and vans, representing growth of 18.6 per cent on the previous year. Latvia’s total market was 18,426 cars and vans, an increase of 46.0 per cent compared with the previous year. Kommest Auto sold a total of 1,707 Peugeot vehicles in Estonia and 721 in Latvia. The market share of Peugeot passenger cars in Estonia was 6.6 per cent and in Latvia, 4.1 per cent. The Kommest Auto Group had net turnover in 2005 of EUR 61.8 million (59.7) and posted operating profit of EUR 0.8 million (1.0). At the end of 2005 the company had a payroll of 236 people (210). AS Prisma Peremarket AS Prisma Peremarket, a wholly-owned subsidiary of SOK, is engaged in the retail trade in Tallinn at Prisma hypermarkets in the Sikupilli, Kristiine, Mustamäe and Haabersti town districts. The year 2005 saw the acquisition of ETK’s (Eesti Tarbijateühistute Keskühistu) subsidiary AS Ramare, the previous owner of the Prisma in the Rocca al Mare Shopping Centre. The opening of the fifth Prisma in Tallinn, in the Lasnamäe town district, was postponed until autumn 2006. In 2005 developments within such spheres as logistics, electronic ordering and data systems took the company’s preparedness for the future a major step forward. The company also carries on restaurant operations in line with the Rosso, Rosso Express, Coffee House and Hesburger concepts in a food court that operates within the Prisma in Sikupilli. In 2005 the net turnover for AS Prisma Peremarket came to EUR 81.0 million (58.6) and it reported operating profit of EUR 2.5 million (0.6). At the end of 2005 the company had a payroll of 610 employees. AS Sokotel AS Sokotel is SOK’s wholly-owned subsidiary that operates the Sokos Hotel Viru in Tallinn. As the largest hotel in Estonia, Sokos Hotel Viru and its restaurants serve the S Group’s members, business travellers and other customers. Following the completion of an extension in spring 2004, the hotel has 516 rooms, five restaurants and completely refurbished conference facilities. In 2005 a Letter of Intent was signed concerning the building of a new hotel in the heart of Tallinn, next to the present Sokos Hotel Viru; the new hotel is intended to open for business in 2007, depending on when the building permit is granted. AS Sokotel’s net turnover in 2005 amounted to EUR 18.4 million (16.9) and its operating result was EUR 3.1 million (1.7). At the end of 2005 the company had a payroll of 236 employees. AS Kommest Auto Group AS Kommest Auto is SOK’s subsidiary that has dealership rights for Peugeot vehicles in Estonia and Latvia. SOK has a 90 per cent holding in the company. AS Kommest Auto’s subsidiary Oü Kommest Autokeskused operates as a sales company in Estonia. AS Lauva Auto is the importer in Latvia and SIA Lauva Autocentrs is the sales company. 31 Corporate Governance within SOK Corporation Applicable regulations SOK is a Finnish cooperative whose decision-making and administration complies with the Cooperatives Act, other relevant regulations and SOK’s Statutes. The activities of its subsidiary companies are regulated by the Finnish Companies Act and Corporation-wide principles which are based on various regulations and guidelines. The Corporation’s administration seeks to comply with the recommendation on the corporate governance of publicly traded companies issued by the Helsinki Stock Exchange, the Central Chamber of Commerce and the Confederation of Finnish Industry and Employers. Owing to the cooperative form and the structure of the Group, not all the recommendations have been considered applicable. General Meetings The Cooperative Meeting is SOK’s highest decision-making body. Each cooperative enterprise is entitled to send to a Cooperative Meeting a number of representatives equal to its votes. The representatives have the right to speak but only one of them has the right to vote on behalf of the cooperative enterprise. The exercise of owners’ rights is based on the cooperative’s Statutes. The task of the Annual Cooperative Meeting is to deal with matters that are defined in the Statutes, such as adopting the financial statements, considering the profit/loss, discharge of officers from liability, the election of the Supervisory Board and the auditors and their remuneration. Extraordinary cooperative meetings may be convened as necessary. Supervisory Board The Cooperatives Act does not require the appointment of a Supervisory Board, but SOK’s Statutes define the Supervisory Board as part of the Corporation’s corporate governance model. The role of the Supervisory Board is to represent the owners at large and to serve as a forum for taking a common stand on central strategic questions. Its task is to decide on major policies and to oversee the best interests of members. Upon a proposal by the Executive Board, the Supervisory Board confirms all the central strategic policies of the S Group and SOK Corporation. The matters within the scope of line management fall within the competence of the cooperative enterprise’s Executive Board and line management. The Supervisory Board oversees that the administration of the cooperative enterprise and SOK Corporation is attended to in accordance with the law, the Statutes, decisions of the Cooperative Meeting and the Supervisory Board as well as the cooperative enterprise’s best interests. The Supervisory Board accepts and expels members of the cooperative enterprise and appoints and dismisses the chief executive and other members of the Executive Board as well as decides on the remuneration of Executive Board members other than those who are employed by the cooperative enterprise. In addition, the Supervisory Board decides on the principles of co-operation for the S Group’s operations and on long-term plans. The Supervisory Board has duly confirmed rules of procedure. The chairman and two vice chairmen of the Supervisory Board form a Committee of Presiding Officers which assists the Supervisory Board with its tasks. The chief executive participates in the 32 meetings of the Committee of Presiding Officers. In addition, the Committee of Presiding Officers decides on such matters as the chief executive’s compensation. The Supervisory Board has appointed a permanent Compensation Committee and a Nomination Committee. The Cooperative Meeting elects the members of the Supervisory Board on the basis of proposals made by the cooperative enterprises. The Supervisory Board has 12-25 members. A person elected to the Supervisory Board must be a Finnish citizen, a member of a cooperative enterprise and less than 65 years of age. The Cooperative Meeting decides the emoluments of the chairman, vice chairmen and members as well as the auditors’ fees. The Supervisory Board had 22 members in 2005 as well as two personnel representatives. The Supervisory Board met 6 times. The special remuneration for the chairman of the Supervisory Board in 2005 came to EUR 1,350 per month and the monthly remuneration for the vice chairmen amounted to EUR 420. In 2005 the fee paid to the chairmen and members of the Supervisory Board per meeting and per day taken up with carrying out their duties amounted to EUR 320. Executive Board Election and composition In accordance with SOK’s Statutes, the Supervisory Board elects the members of the Executive Board for a term of one year based on a proposal by the Committee of Presiding Officers. Under the Statutes, the Executive Board is comprised of the cooperative enterprise’s chief executive, who serves as chairman, and a minimum of three and a maximum of eight other members. The Executive Board of SOK in 2006 has eight members, six of whom are managing directors of cooperative enterprises and two of whom are employed by SOK. In accordance with the Statutes, a person elected must be a Finnish citizen and less than 65 years of age. The aim is to ensure sufficient rotation while preserving sufficient continuity. Tasks of the Executive Board The activities of the Executive Board are guided by the cooperative enterprise’s Statutes, the Corporation-wide principles and the Board’s rules of procedure. The Executive Board confirms matters such as the objectives of the subsidiaries, the operational plans and the allocation of resources and oversees the implementation of related decisions. The Executive Board oversees the operations of the associated companies to ensure the best interests of SOK Corporation and the S Group. The Executive Board also monitors the savings fund activities of the cooperative enterprises. Upon a proposal by the chief executive, the Executive Board decides on setting up a Management Team, on the appointments and compensation of members of the Management Team who do not belong to the Executive Board as well as on other management appointments. A member of the Executive Board who is an employee of a cooperative enterprise or exercises a position of trust within one does not participate in the preparation of decisions concerning the audit and auditors of cooperative enterprises or in decision-making or in monitoring the cooperative enterprises’ savings fund activities. Corporate Governance within SOK Corporation Meetings of the Executive Board The Executive Board met 18 times during 2005 and the rate of attendance by its members was 98.4 per cent. The Executive Board of SOK annually appraises its activities using a system of self-evaluation. The members of the Executive Board were paid emoluments totalling EUR 60,000 in 2005. Those members of the Executive Board who are employed by SOK received no compensation for working on the Executive Board. Chief Executive Officer The duty of the chief executive officer is to direct the activities of the Executive Board and the cooperative enterprise in accordance with the relevant acts, SOK’s Statutes and the decisions of the governing bodies. The chief executive officer of SOK is Professor Kari Neilimo, D.Sc. (Econ.). Management Team The task of the Management Team is to assist the chief executive officer and the Executive Board in accordance with the framework determined by the Executive Board. The Management Team prepares matters for presentation to the Executive Board which require co-ordination, such as the S Group’s and SOK Corporation’s business strategies, target levels, operational plans and budgets. The Management Team met eleven times in 2005. In 2005 the members of the SOK Management Team were paid salaries and profit-related bonuses amounting to EUR 1,920,274. The sum includes remuneration in kind. Executive Boards of the subsidiaries The chairman of the Executive Board of a subsidiary is, as a rule, a member of the Executive Board or Management Team who is responsible for the subsidiary’s operations and is employed by SOK. The subsidiary’s Executive Board decides on the company’s strategy, operational plans and budget as well as the hiring, terms of employment and dismissal of the managing director. The decisions of the Executive Board take into account the Corporation-wide principles and the decisions of SOK’s Executive Board concerning the company’s objectives, operational plans and allocation of resources. Chain Management The business area-specific Chain Management organisation manages and co-ordinates chain operations under the supervision of SOK’s Executive Board. The Chain Management organisation comprises the Chain Board, the Chain Management unit and the Steering Group that assists it. The Chain Management organisation is the central commercial joint organisation of the cooperative enterprises and SOK Corporation. The Chain Management organisation is independently responsible for managing, developing and monitoring strategic and tactical chain operations within its own business area. It functions in cooperation with the cooperative enterprises and various professional organisations. The Chain Board makes the central decisions concerning its own business area and chains within the framework of its authority. Its decisions are binding under the Chain Agreement. The Chain Boards are made up of the managing directors and business area directors of the cooperative enterprises as well as members of the Executive Board or Management Team who are employed by SOK. SOK’s Executive Board decides on the composition of the Chain Boards. Profit-related bonus scheme for management All staff within SOK Corporation come under a profit-related bonus scheme. The principles of the profit-related bonus scheme for management are approved annually by the Supervisory Board based upon a proposal by the Compensation Committee. The criteria for the bonus scheme include profit, process efficiency, and customer and personnel satisfaction. Profit-related bonus gauges are defined from the perspective of one’s own unit as well as from the wider perspective of SOK and the S Group as a whole. The Supervisory Board has set up a Compensation Committee to determine the principles of the bonus scheme in the future. General and administrative audit General audit The Annual Cooperative Meeting elects a minimum of one and a maximum of three auditors and two deputy auditors to audit the financial statements of the cooperative enterprise and the Corporation as well as the accounting records and administration. The auditors and deputy auditors must have the legally required qualification. Administrative audit, Audit Committee The aim of establishing an Audit Committee and electing Management Auditors is to facilitate the participation in the audit of persons within the cooperative enterprises owned by SOK Corporation who exercise a position of trust. The Audit Committee is part of corporate owner-oversight. The Committee comprises two Management Auditors and the SOK auditors elected by the Cooperative Meeting. The Audit Committee is an oversight body and a link between the auditors and the owners. A special task of the Committee and of the Management Auditors is to bring the point of view of the owner administration and basic membership into the audit. The Audit Committee compiles a report for the Annual Cooperative Meeting. The report is submitted to the Supervisory Board chairman and the Executive Board and is entered as received and attached as an appendix to the minutes of the Cooperative Meeting. The Audit Committee’s report is distributed to the Supervisory Board, the Executive Board and to other units as necessary. The Management Auditors are paid an emolument according to the same principles as apply to the members of the Supervisory Board. The emolument paid to the chairman is raised by 50 per cent. 2005 The Cooperative Meeting held on 20 April 2005 elected as SOK’s regular auditors for 2006 Tomi Englund M.Sc. (Econ.), LL.M., Authorised Public Accountant (APA), of Helsinki, Tapani Ro- 33 Corporate Governance within SOK Corporation tola-Pukkila, Managing Director, APA, of Kauhajoki and Juhani Heiskanen D.Sc. (Econ.), APA, of Huittinen. The deputy auditors elected were Ernst & Young Oy and Eero Huusko M.Sc. (Econ.), APA, of Kajaani. The Management Auditors elected to the Audit Committee for 2006 were Matti Suokas, M.Sc. (Econ.), Approved Auditor, of Kotka, Marja Pappila, lawyer, of Laitila and their deputies, Risto Tuori, lawyer, of Vammala and Seppo Ehanti, Senior Consultant, of Porvoo. Auditing fees for SOK Corporation companies amounting to EUR 666,000 and fees for consultancy services amounting to EUR 134,500 were paid in Finland and the Baltic countries in 2005. The Management Auditors received payment totalling EUR 20,330 for their work. Internal control, internal audit and risk management SOK’s Executive Board is responsible for organising operations in an appropriate manner, corporate governance and for the legality and reliability of the accounting records, finance and routine management. In addition, the chief executive officer, SOK’s unit directors and the Executive Boards of the subsidiaries and their managing directors carry out the management and control of business activities in day-to-day operations within their own areas of responsibility. SOK Corporation’s Controller functions constitute the strategic body which is responsible for implementing the internal audit of the Corporation and for assessing strategic profitability. Their activities cover all business operations and support services within the Corporation. SOK’s Executive Board annually deliberates on the focal points of internal control and the Controller functions perform an assessment of the functionality and adequacy of internal auditing as well as internal control within a set framework. The Controller functions report regularly to the CEO, the Executive Board and to the Committee of Presiding Officers of the Supervisory Board on matters concerning risk management. The Corporation has adopted a comprehensive risk management model. Based on the results, the most significant risks with respect to the Corporation’s operations and the achievement of its strategic objectives have been identified. In addition to the comprehensive risk management model, selected functions employ more detailed risk management models (including finance and the accountancy function). Insurance policies have been taken out in order to address the risks concerning assets, disruption of operations and business liability. Financial reporting SOK Corporation and the S Group use a wide-ranging method of reporting on financial key figures, trends and forecasts to monitor financial objectives. In addition to comprehensive internal reporting, the Corporation regularly publishes information on financial performance and the trend in net turnover. Information SOK Communications and Publications ensures that customers and stakeholders have sufficient correct information at their disposal concerning the company and its operations. Information in written form is available upon request as well as through SOK’s website. 34 SOK Supervisory Board 2005 Otto Mikkonen (born 1949) Joensuu Titular Industrial Counsellor M.Sc. (Tech.) Chairman 2002– Managing Director, KM-Yhtymä Oy Chairman, Supervisory Board, North Karelia Cooperative Society Member of the Supervisory Board 2001– Retiring in 2007 Jouko Vehmas (born 1956) Kouvola M.Sc. (Econ.) First Vice Chairman 2004– Managing Director, Cooperative Society Ympäristö Member of the SOK Executive Board 2001–2003 Member of the Supervisory Board 1994–2000, 2004– Retiring in 2007 Max van der Pals (born 1945) Lohja Farmer Second Vice Chairman 2003Chairman, Supervisory Board, Suur-Seutu Cooperative Society SSO Member of the Supervisory Board 2001– Retiring in 2007 Jorma Bergholm (born 1954) Helsinki Managing Director Helsingin Työväenyhdistys ry Chairman, Supervisory Board, Helsinki Cooperative Society Elanto Member of the Supervisory Board 20 April 2005– Retiring in 2008 Marcus H. Borgström (born 1946) Sipoo Titular Agricultural Counsellor M.Sc. (Agr. and For.) Chairman, Supervisory Board, Cooperative Society Varuboden Member of the Supervisory Board 2004– Retiring in 2007 Jouko Härkönen (born 1939) Kajaani Farmer Chairman, Supervisory Board, Cooperative Society Maakunta Member of the Supervisory Board 2003– Retiring in 2006 Heikki Ikonen (born 1943) Nurmes Honorary Counsellor Farmer Chairman, Supervisory Board, Cooperative Society Jukola Member of the Supervisory Board 1985– Retiring in 2008 Aarto Jalava (born 1947) Rauma M.Soc.Sc. Financial Manager City of Rauma Member of the Supervisory Board 20 April 2005– Retiring in 2008 Pekka Kangasmäki (born 1945) Porvoo B.Sc. (Econ.) Managing Director, Cooperative Society Osla Member of the Supervisory Board 1994–20 April 2005 Simo Kutinlahti (born 1957) Keuruu Farmer Chairman, Supervisory Board, Cooperative Society Keskimaa Member of the Supervisory Board 1998– Retiring in 2007 Leo Laukkanen (born 1947) Mikkeli Titular Commercial Counsellor Managing Director, Cooperative Society Suur-Savo Member of the SOK Executive Board 1998-2002 Member of the Supervisory Board 1987–1997, 2003– Retiring in 2006 Corporate Governance within SOK Corporation Jouko K. Leskinen (born 1943) Helsinki LL. M. Chairman, Supervisory Board, Helsinki Cooperative Society Elanto Member of the Supervisory Board 2002–20 April 2005 Maija-Liisa Lindqvist (born 1951) Lahti Member of Parliament Chairman, Supervisory Board, Cooperative Society Hämeenmaa Member of the Supervisory Board 1997– Retiring in 2008 Seppo Linjakumpu (born 1958) Kuusamo Agronomist Chairman, Supervisory Board, Cooperative Society Koillismaa Member of the Supervisory Board 2001– Retiring in 2006 Ahti Manninen (born 1950) Lappeenranta Managing Director, South Karelia Cooperative Society Member of the Supervisory Board 1989–1991, 2000– Retiring in 2006 Jorma Niiniaho (born 1945) Hamina Titular Commercial Counsellor M.Sc. (Econ.) Managing Director, Cooperative Society Ympyrä Member of the Supervisory Board 1991–1997, 2002– Retiring in 2006 Klaus Pentti (born 1943) Hämeenkyrö Titular Agricultural Counsellor Member of Parliament Chairman, Supervisory Board, Pirkanmaa Cooperative Society Member of the Supervisory Board 20 April 2005– Retiring in 2008 Arto Piela (born 1960) Porvoo LL. M Managing Director, Cooperative Society Osla Member of the Supervisory Board 20 April 2005– Retiring in 2006 Matti Vanto (born 1945) Raisio LL. M. Lawyer, City of Naantali Chairman, Supervisory Board, Turku Cooperative Society Member of the Supervisory Board 1998– Retiring in 2007 Matti Pikkarainen (born 1953) Oulu Dean Director of Christian Education Oulu Evangelical Lutheran Parishes Chairman, Supervisory Board, Cooperative Society Arina Member of the Supervisory Board 2004– Retiring in 2007 Juha Vuorenhela (born 1944) Pori LL. M. Juha Vuorenhela Ky, Law Office Chairman, Supervisory Board, Satakunta Cooperative Society Member of the Supervisory Board 2004– Retiring in 2006 Jorma Sieviläinen (born 1954) Rauma M.Sc. (Econ. and Bus. Admin.) Managing Director, Cooperative Society Keula Member of the Supervisory Board 1991–20 April 2005 Personnel Representatives Kimmo Simberg (born 1959) Seinäjoki Bachelor of Hospitality Management Managing Director, South Ostrobothnia Cooperative Society Member of the Supervisory Board from 2004–31 December 2005 Tapani Tikkala (born 1947) Helsinki Project Manager, SOK Member Services Member of the Supervisory Board 2001– Retiring in 2007 Annikki Heikkinen (born 1942) Helsinki Assistant, SOK Real Estate Maintenance Member of the Supervisory Board 1997– Retiring in 2007 Timo Sonninen (born 1948) Iisalmi Entrepreneur Chairman, Supervisory Board, Cooperative Society PeeÄssä Member of the Supervisory Board 1985– Retiring in 2008 Antero Taanila (born 1941) Kokkola Provincial Counsellor Former Administrative Director, Boliden Kokkola Oy Chairman, Supervisory Board, Cooperative Society KPO Member of the Supervisory Board 1991– Retiring in 2008 35 Corporate Governance within SOK Corporation SOK Executive Board 2005–2006 Kari Neilimo (born 1944) Chief Executive Officer 2002– D.Sc. (Econ.) Professor of Business Administration, University of Tampere, University of Lapland and Lappeenranta University of Technology, 1983–2002 Managing Director of Neiconsulting Oy, 1991–2002 Member of the Executive Board of Pirkanmaa Cooperative Society, 1988–1991 and Chairman of the Supervisory Board, 1992–2002 Chairman of the SOK’s Supervisory Board, 1991–2002 With the S Group since 1988 Esko Hakala (born 1952) Titular Commercial Counsellor Managing Director, Cooperative Society Maakunta Member of the Executive Board 2003– With the S Group since 1975 Arto Hiltunen (born 1958) M.Sc. (Econ.) Managing Director, Helsinki Cooperative Society Elanto Member of the Executive Board 2000–2001, 2003– With the S Group since 1980 Kuisma Niemelä (born 1958) M.A. Managing Director, Cooperative Society Keskimaa Osk Member of the Executive Board 2002– With the S Group since 1983 Veli-Matti Puutio (born 1961) MBA Managing Director, Cooperative Society Arina Member of the Executive Board 2004– With the S Group since 1986 Jukka Salminen (born 1947) M.Sc. (Econ.) Titular Commercial Counsellor Executive Vice President, SOK Administrative Division 1993– Director of SOK’s Field Division 1993– Member of the Executive Board 1988– With the S Group since 1974 Kimmo Simberg (born 1959) Bachelor of Hospitality Management Managing Director, Southern Ostrobothnia Cooperative Society Member of the Executive Board 2006– With the S Group since 1988 Ulla-Maija Tolonen (born 1951) M.Sc. (Econ.), Titular Commercial Counsellor Managing Director, Pirkanmaa Cooperative Society Member of the Executive Board 2005– With the S Group since 1974 36 Corporate Governance within SOK Corporation SOK Management Team Kari Neilimo (born 1944) Chairman and CEO D.Sc. (Econ.) M.Sc. (Econ.), University of Tampere Member of SOK’s Executive Board 2002– Member of the Management Team 2002– main positions of trust: Confederation of Finnish Industries, EK member of the Member Associations’ representative council 2004– Federation of Finnish Commerce and Trade, member of the Board 2003– Tapiola Mutual Pension Insurance Company, member of the Supervisory Board 2003– Central Chamber of Commerce 2003– Luottokunta, Vice Chairman of the Executive Board 2003– Federation of Finnish Commerce and Trade, member of the Board 2004–, Managing Director 2005– University of Tampere, member of the University Governing Board 2004– Ensio Hytönen (born 1952) Managing Director, Hankkija-Maatalous Oy Licentiate in Agriculture and Forestry Member of the Management Team 2003– Reijo Kaltea (born 1946) Senior Vice President, SOK Customer-ownership and Specialty Store Division B.Sc. (Econ.) Member of the Management Team 2002– Suso Kolesnik (born 1961) Senior Vice President, SOK Communications and Publications M.Soc.Sc Member of the Management Team 2003– Harri Miettinen (born 1962) Senior Vice President, SOK Strategic Development and Human Resources M.Sc. (Econ.) Member of the Management Team 2004– Matti Pulkki (born 1947 Senior Vice President, SOK Hotel and Restaurant Division B.Sc. (Econ.), MBA Titular Turism Councellor Member of the Management Team 2002– Jukka Salminen (born 1947) Executive Vice President, SOK Administrative Division M.Sc. (Econ.) Titular Commercial Counsellor Member of SOK’s Executive Board 1988– Member of the Management Team 1998– Deputy CEO Antti Sippola (born 1955) Senior Vice President, SOK Supermarket Trade M.Sc. (Econ.) Member of the Management Team 2003– Heikki Strandén (born 1954) Senior Vice President SOK Service Station Store and Fuel Sales Member of the Management Team 2003– 37 Accountability Accountability is one of the fundamental values of the S Group. The scope of accountability within the S Group is wide-ranging due to the Group’s broadly based business. For the S Group accountability means that members can rely on the quality of the products they purchase and that they can be equally confident that employees are content in their jobs and that fuel sales cause no harm to the local environment. The accountability of corporate activities is viewed as a natural part of the S Group’s operations and of a people-first market economy. The aim is to provide added value for the S Group’s business operations and in turn for its members by developing economic, social and environmental data management. In November 2002 SOK’s Executive Board endorsed the principles of social accountability for the S Group that had been drafted on the basis of the S Group’s environmental policy which was approved in 1999. The principles encompass the economic, social and environmental dimensions of accountability. Principles of the S Group’s social responsibility The S Group provides services and benefits for its members responsibly and in accordance with the principles of sustainable development. Responsibility means regionally, economically, ecologically and socially responsible business operations over the long term. Operations are developed in co-operation with members, personnel, suppliers of goods and services, local communities, the authorities, partners in co-operation and other stakeholders. The observance of international agreements, legislation as well as regulations and guidelines sets the standard within the S Group and this is supplemented with inter-company agreements and good business practices. Responsible business is furthered by taking the initiative and being at the forefront in line with the principle of continuous improvement. Result-oriented operations ensure long-term profitability and SOK CORPORATION’S PERSONNEL PER BUSINESS UNIT 38 sufficient resources to develop responsible business practices. The S Group makes innovative use of the best available technology and expertise on the market. This enables the Group to minimise hazardous and adverse situations and the risks they cause to people and the environment. Matters related to customers’ health and safety as well as to ethical product procurement play a prominent role in planning product and service assortments. The S Group communicates openly about the effect of its operations on the economy, the environment and people as well as regional vitality. To this end, the S Group draws up indicators for measuring, describing and comparing the results of the development work carried out in the various sub-areas. The Group strives for interactive corporate communications with different stakeholders. It is the task of the management of the S Group’s business units to ensure that employees are familiar with these principles and committed to observing them in their daily work. Social responsibility is viewed as a natural part of the S Group’s set of core values, and the principles are applied in practice by means of action plans carried out by the operating units. The aim is to provide added value for the S Group’s business operations and in turn for its members by developing economic, social and environmental data management. The S Group’s Social Accountability Report is available at www.s-kanava.fi DISTRIBUTION OF MALE AND FEMALE EMPLOYEES Accountability SOK Corporation’s personnel In all, 5,141 people (including absentees) were in the employ of SOK Corporation at the end of 2005. Of the staff working in Finland, 143 were on family leave and 7 were on study leave. Permanently employed personnel remained at more or less the same level as the previous year (92%). Full-time staff represented the majority of all employment contracts (75%). Women in SOK Corporation accounted for over half the personnel (58%). The average age was 38 years. Employees in the hotel and restaurant business comprised the largest personnel group. nates the implementation, monitoring and the setting of objectives for the equality plan together with personnel representatives. The achievement of the equality principles is monitored by means of an annually conducted workplace survey. Management and personnel representatives are always informed of the results. The survey for 2005 revealed that equality is achieved successfully within SOK. Around 80 per cent of staff took part in the survey. The equal treatment of different-aged employees received an excellent score in the survey. Equality between the sexes, the fairness of supervisor work as well as the overall way in which equality is achieved were given good scores. When evaluating the implementation of earlier measures, it is worth drawing attention to the fact that, for instance, flexible working hours have made it easier for employees to maintain the balance between work and family. The workplace surveys have also contributed towards implementing various development measures. Measures included in the equality survey were improving the quality of appraisal discussions, adding equality materials to the intranet and preventing salary discrepancies by continuing to pay particular attention to starting salaries for women. Equality Responsibility is one of the S Group’s fundamental values. It refers to shouldering responsibility in matters such as equality and to taking different people and points of view into consideration. A working community that promotes equality motivates people to give their best effort, to be committed to their work and to step up the quality and profitability of work throughout the community, which in turn leads to better competitiveness. Within SOK, equality is defined as comprising the equal and fair treatment of a person irrespective of sex, age, ethnic background or other personal characteristic. SOK’s equality plan revolves around the Corporation’s human resources policy and core values. A random sample questionnaire concerning equality was devised for personnel as the basis for the plan. SOK’s HR Administration and Development unit co-ordi- Compensation and reward Within the S Group, reward is a part of good, goal-oriented management as well as of competent supervisor work. It is a means for supporting the achievement of the S Group’s business objectives. The primary aim of reward is to positively affect competitiveness and profitability across the S Group and within each unit. The S Group has a strong tradition of diverse and motivational reward of personnel. Effective and appropriate reward calls for a sound grasp of different forms of reward and actively using them. A working group was established in 2005 to survey and define the S Group’s reward practices. The group will continue its work in 2006. The aim of the principles defined by the working group is to encourage the feeling that a job and working within the S Group are rewarding and valued. The idea behind comprehensive reward LENGTH OF EMPLOYMENT (permanent employees in Finland) PERMANENT EMPLOYEES / TEMPORARY EMPLOYEES Personnel Within the S Group, the staff are managed in accordance with the Group’s core values. Personnel activities are steered by the human resources strategy, which is rooted in the S Group’s mission, vision and values. The objective of the HR strategy is to turn our personnel into a unique competitive advantage for the S Group, whilst supporting and ensuring the implementation of competitive strategies via human resources and the S Group’s ways of working. 39 Vastuullisuus 40 Accountability is that within an organisation, the focus is on work and its co-ordination and development while ensuring that financial reward is in the right ratio to the work accomplished and profit achieved. Bonus schemes within SOK Corporation have applied to all staff since the beginning of 2004. SOK Corporation paid profit-related and incentive bonuses based on operations in 2005 amounting to EUR 4,413,704.93. Within SOK Corporation, an employee’s salary is determined by task qualification, the person’s experience and competence as well as performance of the task. The criteria for evaluating job qualification apply equally to all employees. healthcare. Over the years, the emphasis of occupational healthcare has shifted from treating accidents and illnesses and preventative care to promoting and sustaining health and well-being. The fundamental element within SOK Corporation is that meaningful work and an open and fair atmosphere in the workplace generate job well-being. Diverse club activities and Job Verve days are also the approaches used to maintain job well-being. Forthcoming supervisor courses will concentrate on job well-being and on the means for its improvement. Well-being One of the S Group’s overriding objectives concerning personnel is to foster and sustain well-being at work. Occupational healthcare across SOK Corporation is arranged through its own occupational health unit. In addition to Job Verve activities that serve a preventative purpose and promote job well-being, activities comprise general practitioner-level treatment with the emphasis on occupational Training and development The continual development of personnel ensures that SOK Corporation’s staff are equipped with adequate tools to give them the competence to do their work both now and in the future. Last year the Jollas Institute racked up around 1,300 training days, which were attended by about 17,500 students. There was continued strong demand for the basic courses offered at Jollas, such as long-term training programmes for supervisors and product group and store opening courses. The For You, Our Customer in 2004 training programme, which was aimed widely at S Group personnel, reached conclusion last year. Its aim was to support supervisors in running efficient operations and in service quality management. It was attended by around 10,000 S Group employees during 2004 and 2005. The programme culminated in spring with the final round of a competition arranged at Jollas, in which more than 200 contestants took part. Last year saw the start-up and implementation of several new programmes, such as the Saha course which aims at improving availability, reducing wastage and enhancing the efficiency of operations by utilising ordering systems. Other courses that started out during the year included in-depth management training for S Group supervisors and customer-knowledge training. The most significant Chain Management courses were launched for the ABC and Sokos chains. The Management in the Future course was DISTRIBUTION OF EMPLOYEES PER BUSINESS UNIT FULL-TIME EMPLOYEES / PART-TIME EMPLOYEES Management and leadership Good leadership and management are used to ensure that social relations work from the top down, the bottom up and horizontally. Reliability, openness and persistence are the hallmarks of a well-managed unit. Management and leadership are rooted in profitable activities, by people and with people. Within SOK Corporation, particular attention has been given to the work of supervisors. For instance, SOK has arranged halfday coaching sessions covering a range of themes for supervisors eight times a year. The themes in 2005 included appraisal discussions, the development of capabilities, interactive skills, reward and the supervisor’s role in dealing with problematic situations within the work community. Supervisor training is continuing at the Jollas Institute, the S Group’s training centre, with a course named Inspired Leadership and a Thriving Working Community. 41 Accountability arranged in collaboration with the Continuing Education Centre at the University of Tampere. A course for the S Group’s senior management also commenced at the Jollas Institute towards the end of the year. Some of the Jollas Institute’s courses are arranged online. The popularity and importance of this form of training are continually rising. The most important online course is online induction, which is already used in several of the S Group’s units. New, advanced online training programmes were also devised for the ABC chain, to name but one example. Arranging apprenticeship training and courses leading to professional and vocational qualifications is an important part of activities at the Jollas Institute. These types of courses were organised to prepare students for vocational qualifications in sales, car sales, secretarial duties and financial administration and for professional qualifications specialising in store supervision, food supervision as well as hotel, restaurant and institutional kitchen supervision and management. Last year these courses were attended by more than 450 students. Appraisal discussions play an important part in planning the development of a person’s competence. They take place at least once a year. An S Group level recommendation concerning the appraisal discussion process was issued in 2005. Training programmes for supervisors arranged at the Jollas Institute have focused particular attention on the quality of the discussions. SOK’s HR Administration and Development unit, in collaboration with the Jollas Institute, is continuing to develop the tools for successful and high quality appraisal discussions. The monitoring of appraisal discussions has also been included as part of the workplace survey. Electronic tools that support HR functions were also taken a step forward. The emphasis was on enhancing the readiness for appraisal discussions as well as on steering job-related issues. Last year HR courses were organised twice for HR professionals. SOK’s HR Information days, which deal with personnel matters of current interest, were arranged twice during the year. TURNOVER (permanent employees in Finland) 42 Commercial field training Commercial field training is a recruitment programme aimed at recent graduates from universities and polytechnics. It is the approach taken by the S Group to recruit and train people for challenging managerial and specialist tasks in the different sectors within the Group. Field training groups are the way to ensure sufficient key resources for the future in the S Group’s units and sectors. Eighteen trainees were recruited for the university-level commercial field training group that started out in February and thirteen trainees started in the polytechnic group launched in June. Corporate security The goal of corporate security and risk management within the S Group is to support the unhindered continuity of the S Group’s central operations and processes by using risk management measures and procedures in order to achieve its business strategy objectives. The aim is to safeguard personnel, customers, assets, information and the environment against accidents, damage and misfeasance through preventative and cost-effective risk management as well as to reinforce customer confidence in the S Group. In 2005 the development of comprehensive risk management pressed ahead in line with the risk management policy determined by SOK’s Executive Board last spring, and in accordance with the organisation and responsibilities of risk management. Furthermore, the work of drawing up the S Group’s risk management strategy got underway. During the year a risk management and security management information system (RITU) was developed and adopted. The system is used to promote the management of the S Group’s business risks, the internal control of security, reporting on extraordinary situations as well as online learning as part of comprehensive risk management. Improvements were made to ensure the unhindered continuity of business functions by drawing up a continuity plan for the S Group’s steering and management functions. In addition, data security reviews and internal audits on the principal service and goods suppliers were carried out as part of a comprehensive security audit. Data security audits were conducted in the Sokos department stores. In 2005 particular attention was given to stepping up workstation anti-virus software and control. Safety Passport courses were arranged in collaboration with the Red Cross, the Jollas Institute, SOK’s Corporate Security and Risk Management unit and the fire and police authorities. These courses aim at enhancing the safety of customers and personnel in the S Group’s locations. By the end of the year, altogether 1,861 S Group employees had completed their Safety Passport training. Other security training was arranged as part of the Jollas Institute’s basic and store opening courses as well as on security courses arranged at the initiative of staff within the organisation. A total of 1,086 students completed the E-jollas online induction security module. Last year the Corporate Security and Risk Management unit arranged security training totalling 311 hours for S Group staff. Management readiness in crisis situations was further improved in co-operation with SOK’s Communications and Publications division. A crisis situation management model was defined for the regional cooperative enterprises and the Crisis Communications manual was compiled for supervisors and crisis management organisations. Crisis management organisations and responsibili- Accountability ties were laid out for the regional cooperative enterprises as part of training and a field exercise was carried out with the purpose of developing practical management capabilities. Last year analyses were carried out on the principal security threats related to the S Group’s business operations; risk management measures were prescribed accordingly. Furthermore, the analysis of business risks using the RITU system was launched within organisations determined by SOK Corporation. Co-operation in safety continued within the framework of the security partnership agreement with the City of Helsinki Rescue Department, SOK and Helsinki Cooperative Society Elanto by developing an internal control tool for fire safety. The comparison of the level of security activities continued between Rezidor SAS and Sokotel Oy. SOK’s Corporate Security and Risk Management unit and the Tapiola Group of insurance companies commissioned an inspection of the safety levels in 106 of the S Group’s locations. The S Group entered into a Bonus co-operation agreement with Falck Security (A Group 4 Securicor Company) concerning the offering of home protection and security systems to customer-owners. The Bonus co-operation agreement was piloted in Cooperative Society Keskimaa in 2005. Inspections of safety levels at locations were carried out with the aim of stepping up anti-crime security as part of the SafetyProtected campaign being run by the Federation of Finnish Commerce and Trade. By the end of the year, 298 locations had been approved. Outlook for the future Updating the HR strategy across the S Group will be one of the priority areas in 2006. The work of renewing, defining and putting SOK Corporation’s personnel policy into tangible shape got started at the end of 2005. The work will continue in 2006 together with personnel representatives. The year will see the launch at the Jollas Institute of the For You, Our Customer programme aimed at all the S Group’s personnel, the theme of which is the Your Own Store vision. Personnel capabilities will be taken a step further by such means as strengthening competence in business operation systems. The competence profiling that got underway last year will make it possible to focus and plan future courses even more precisely to match the needs of different organisations and task groups. Within corporate security, the development of comprehensive risk management will forge ahead by drawing up the S Group’s risk management strategy as well as by developing risk management processes and procedures. Personnel and customer safety will be further improved by continuing the Safety Passport courses. Continuity plans will be drawn up for information systems critical to business operations in order to ensure the unhindered continuity of business functions. Environment Fundamentals This report focuses on SOK Corporation’s environmental management, the environmental competence of employees, real estate, energy and water consumption, sourcing and logistics, environmental labelling and Fair Trade products, packaging, waste management, recycling services for customers, environmental communications and co-operation with interest groups. More detailed information about the environment will be presented in the S Group’s Accountability Report that is to be published in spring 2006 on the S Group’s website at www.s-kanava.net/accountability. Environmental management The most important aspect of environmental management is to apply in practice the S Group’s environmental policy, which was updated in 2005. The new environmental policy implements the S Group’s values and the Group strategy, delineates responsibilities and the division of labour, fosters the monitoring of the Group’s performance and the dissemination of best practices as well as supports knowledge-based management, good administrative practices and open communications. Indicators and comparative data are indispensable as the basis for decision-making. Consequently, the S Group employs environmental indicators to monitor environmental performance in the field. Development work on environmental auditing at S Group level concentrated on the introduction of indicators of environmental responsibility and integrated auditing rules as well as on automating access to data from numerous source systems. Environmental competence of employees Increasing and maintaining the environmental skills of personnel is an important part of day-to-day environmental work. Information was supplied to employees through training, communications, and reporting and pilot projects. Training in environmental compliance is carried out in co-operation between the Jollas Institute and the S Group’s units. At the Jollas Institute, environmental compliance is included in store opening training, management training days, commercial field training and in vocational degrees in sales and service station store sales. In addition, the units have carried out their own internal training by means such as co-operating with goods suppliers and other interest groups. The environmental message is put across to employees in the Ässä magazine, the company’s website and the S Group’s Accountability Report. Trade magazines, guidebooks, brochures, concepts, fairs and working groups also serve as important sources of information. Real estate The prominence given to environmental compliance in the work going on at new building and renovation sites set up by the S Group’s real-estate arm as well as in the development of maintenance and servicing functions has taken on new dimensions with each passing year. SOK’s Real-Estate Management is actively involved in pioneering programmes in the property and construction field. The PromisE system, which is used for classifying and comparing the environmental characteristics of properties, has been in pilot use since 2002. The year 2005 saw the launch of the PromisE Prisma Project, which is examining for the first time 43 Accountability the environmental characteristics and energy efficiency at all the Prisma hypermarkets; the work will reach conclusion in 2006. Developer construction across the S Group has adopted technical environmental targets that serve as a design tool in building. Targets are defined for a construction site, the building itself and for the operations planned for that building. The objectives have played a central role in constructing Prismas, S Markets, ABC service station stores and hotels. Energy and water consumption Extending joint electricity procurement, or bulk electricity, for use by the entire retail group calls for monitoring consumption readings at individual sites. Providing information on electricity consumption on a centralised basis directly from the S Group’s locations serves not only joint procurement objectives but also the use and maintenance of real estate, accountability reporting and the requirements of the energy efficiency directive. Bulk electricity accounts for approximately half the S Group’s annual electricity consumption. In 2005 SOK’s Real-Estate Management took part in the RET project on auditing eco-efficiency in buildings, which defined the criterion for country-specific application of the energy efficiency directive in projects for constructing extensions and new buildings. Real-Estate Management participated in the capacity of a corporate representative in the LED-PLC product development project, the aim of which was to develop commercial applications using lighting solutions based on energy saving and long-life LED technology. Sourcing and logistics Finland is a sparsely populated country with long distances between towns and cities; it is both economically and environmentally sound to deliver goods to consumers in as rational a manner as possible, avoiding unnecessary transport, packaging and unloading. Co-operation between trade and industry enhances information management and provides improved opportunities for planning logistics functions. Over half of the grocery products sold by the S Group’s chains are transported to stores by means of the sourcing, warehousing and distribution services provided by Inex Partners Oy. Environmental co-operation between the S Group and Inex Partners is an important aspect of the entire logistics chain. Intrade Partners Oy acts as the S Group chains’ procurement and logistics company for consumer goods. Its main task is to provide its customer chains with high-quality operational services and products that have competitive cost/quality ratios. Packaging requirements stress the need to avoid excess packaging and the importance of using packaging materials that can be recycled or utilised in other ways. Packaging materials and their recyclability must be marked in accordance with EU practices. Products that place a lower burden on the environment must feature a nationally or internationally approved environmental label. The company’s instructions specify environmental and ethical requirements for goods suppliers. These guidelines are taken into consideration when evaluating a new supplier. Both S Group procurement companies are responsible for ensuring that purchased goods and the information provided about them comply with environmental legislation and requirements. Intrade Partners Oy is involved in the Business Social Compliance 44 Initiative (BSCI) co-operation model that seeks to streamline and standardise monitoring the working conditions of goods suppliers. In addition, Inex Partners and Intrade Partners are both active members of the Responsible Importer network, which is co-ordinated by the Central Chamber of Commerce. Environmental labelling and Fair Trade products The number of environmentally labelled products within the assortments is constantly on the increase. Organic foods have consolidated their position within the grocery sector. At the end of 2005, market stores stocked more than 500 organic products. SOK and HOK-Elanto from the S Group participated in the Organic Products research project funded by the Ministry of Agriculture and Forestry, which reached completion in 2005. Environmentally labelled non-food consumer goods comprise products marked with the Nordic Swan (89), the EU Flower (16) and the FSC Forest Certificate (14). In 2005 around 300 products in the textile assortments bore the “Confidence in Textiles: tested for harmful substances” product safety label in accordance with the Oeko-Tex Standard 100. It has been common practice for building materials to display the relevant environmental specifications. Fair Trade products have featured in market store assortments since 1999. At the end of 2005, market stores stocked a total of 18 Fair Trade products including coffee, tea, cocoa, honey, chocolate, sugar, pineapples, oranges and bananas. Fair Trade products have been brought to public attention during Fair Trade promotion weeks. The S Group is a leading trader of Fair Trade products in Finland. Waste management Changes in waste legislation mean stricter local regulations and therefore new challenges for the S Group. Producer responsibility legislation concerning the recovery of waste from electrical and electronic equipment, which came into force in August 2005, gives sellers of such products the role of communicators of information. During last year the S Group’s grocery sector prepared to assess the impacts from the obligations arising from the Animal By-products regulation. The “New Services – Increased Material Efficiency” project led by the Helsinki Metropolitan Area Council (YTV) found solutions to reduce the amount of waste produced by the service sector. HOK-Elanto’s S Markets and Prisma hypermarkets are seeking means for preventing waste from arising in grocery stores. The product range in the grocery trade is expected to expand in the next few years, which generally leads to greater volumes of wastage. However, HOK-Elanto’s objective is to halt the increase in waste volumes, and sound basic procedures have been set up within the Group for the management of waste flows. Monitoring waste volumes has become more stringent so that waste volumes and costs are reported on a monthly basis. New means for preventing waste from arising are being actively sought, and working practices in the chains can accordingly be adapted in quick response. Recycling services for customers The bottle and can recycling system is the best-known recycling service for customers. Collection is mainly handled using automated bottle and can collection machines. Over 95 per cent of glass and plastic deposit bottles and more than 90 per cent of Vastuullisuus 45 Accountability aluminium cans are returned. Other recycling services are related to recyclable waste collection points, end-of-life vehicle and tyre recycling. Communications Environmental information targeted at interest groups has been disseminated through the environmental pages of SOK Corporation’s Annual Report and on the Internet through the S Group’s Accountability Report. The environmental message has been conveyed to households through the Yhteishyvä magazine. The regional cooperatives have disseminated information by means of accountability reports, brochures, ecological experts, bulletin boards and various events. The Ässä magazine and the S Intranet are the S Group’s internal communications tools. Interest groups SOK has continued actively to contribute to the dialogue relating to international environmental co-operation within Euro Coop’s Environmental Working Group. Central themes have been the EU chemicals legislation, the recycling of waste from electrical and electronic equipment, the utilisation of packaging, issues relating to environmental labelling, Fair Trade and organic production. SOK has actively headed the Environmental Committee of the Federation of Finnish Commerce and Trade and it has participated in the work of both the Logistics and Purchasing Division of the Finnish Food Marketing Association as well as the environmental committee of the Confederation of Finnish Industries EK. SOK has also been represented in the following working groups: the Ministry of the Environment’s Co-operation Group of the Waste Branch, the Ministry of the Environment’s Waste Management Practices Working Group, the Ministry of Trade and Industry’s environmental labelling steering group, the project management group of the Recycling Technologies and Waste Management Project (Streams) initiated by the Finnish Funding Agency for Technology and Innovation TEKES, and the steering group for the Finnish Oil and Gas Federation’s SOILI soil-remediation programme. Sponsorship and international contacts Sponsorship Sponsorship and other co-operation with interest groups are conducted in line with a sponsorship strategy throughout SOK Corporation and the S Group. The strategy ensures that investments are allocated to appropriate targets in a co-ordinated manner. It is important that sponsorship investments are made in line with objectives. Sponsorship is one of the ways in which the S Group seeks to build and maintain its image as a responsible actor. The aim is to allocate investments to targets that support the S Group’s values and that in one way or another touch on the life of each and every member. The priorities of SOK’s sponsorship and financial support have shifted in recent years. The traditionally considerable investments in top sports have been reduced to make way for endorsing children’s and young people’s sports activities. The scope of cultural sponsorship has also widened to embrace different target groups. Overall, there has been a considerable shift within the S Group at large to giving prominence to activities that support children and young people. 46 SOK Corporation’s sponsorship co-operation work in 2005 placed strong emphasis on social responsibility and targets suited to families with children, as directed by the sponsorship strategy. The major agreements concluded with the Finnish Red Cross and the Mannerheim League for Child Welfare serve as good illustrations of our sponsorship policies. Co-operation also continued with the Finnish Freestyle national team, Raumanmeri Midsummer Festival, Svenska Teatern, the Helsinki Festival, Circus Finlandia, Art Centre Salmela and Pori Jazz. Moominworld and the Kuhmo Chamber Music Festival came on board as new partners. Members discovered Moominworld right away in the first year of co-operation, and the number of visitors in summer 2005 reached record levels; more than 220,000 Moomin enthusiasts visited the island, over 52,000 of them S Group members. The FIS Freestyle World Ski Championships 2005 took place at Ruka in March, and promising youngsters who had risen through the ranks of the freestyle schools for children and youth, which are supported by the S Group, made it to competitions. In addition to focused group-wide activities, regional cooperative enterprises have actively engaged in co-operation with local organisations, associations and events. The Finnish Red Cross and the Mannerheim League for Child Welfare – true partnership The S Group has entered into a national agreement of co-operation with two distinguished organisations: the Finnish Red Cross and the Mannerheim League for Child Welfare. The national agreements cover nationwide co-operation and the regional cooperative enterprises engage in co-operation with local organisations. The co-operation agreement with the Red Cross was concluded in December 2002. The S Group brought to the table its network of regional cooperative enterprises, grocery markets and department stores, hotels and restaurants, service station stores, car dealerships and hardware and agricultural outlets. Through its co-operation, the S Group aims to bring the Red Cross into closer touch with its member families and its personnel. This provides the opportunity for the Finnish Red Cross to reach out to over 2 million Finns and thus gain additional resources for helping at the local level. The patron project of the co-operation between the S Group and the Finnish Red Cross is drumming up membership. The project, which has been ongoing for three years, has helped to swell the number of Finnish Red Cross members considerably; it has welcomed 20,000 new members during this period. The first three-year co-operation agreement between the Finnish Red Cross and the S Group ended at the end of 2005 and a new three-year agreement was signed at the turn of the year. The S Group supports the Red Cross in its drive to gain new members and provides prominence for Red Cross activities in its own publications. Sales of Finnish Red Cross products in the S Group’s chains have also been promoted. The agreement includes extensive local co-operation between Red Cross districts and local branches and the S Group’s regional cooperative enterprises. The S Group’s nationwide co-operation with the Mannerheim League for Child Welfare got underway in 2000. Prior to this, the regional cooperative enterprises had already co-operated with local associations within the framework of such projects as the “A Good Start to Schooldays” campaign. In honour of SOK’s centennial, the S Group presented the Mannerheim League for Child Welfare with EUR 200,000 in January 2004. This sum covers the years 2004–2006 and it is being allocated for the development of Accountability an Internet service to support parents and for arranging regional “Parents Together” events. These events, which have achieved tremendous popularity, have been arranged in the regional cooperative enterprises’ areas up and down the country and they have covered a number of themes relating to parenthood. The Finnish Cooperative Union, SOKL r.y. The Executive Board of the Finnish Cooperative Union, SOKL r.y, focuses its activities on developing and examining the mission, values and vision of the S Group, and it analyses, puts forward and presents policies and views related to the implementation of cooperative principles and values to the various decision-making bodies of the S Group and oversees their practical implementation. The Union does not participate in the management and decisionmaking of business operations. At the end of the year SOKL’s Executive Board launched a project that seeks to shed light on SOKL’s position, role and tasks, particularly with regard to decision-making across the S Group. SOKL is the S Group’s representative in international cooperative activities, especially in the International Cooperative Alliance (ICA) and Euro Coop. SOK’s Field Management unit is responsible for the practical activities of SOKL. The Union has no clerical staff of its own. The members of the Union are all of the S Group’s cooperative enterprises and SOK. SOKL’s Executive Board comprised representatives of regional cooperatives with Jukka Huiskonen, LL.M., Senior Judge, as chairman and Raili Palmi, office manager, vice chairman as well as members Pekka Kangasmäki, Managing Director (until 20 April), Ulla Karvo, LL.M., Simo Kutinlahti, farmer, Professor Kauko Mikkonen, Jorma Niiniaho, Titular Commercial Counsellor (as from 20 April), Leena Pelkonen, Chief Financial Officer, Jorma Sieviläinen, Managing Director, Hanna Valtari, Training Director, and Juha Vuorenhela, LL.M., as well as SOK representatives Jorma Koistinen, Director of Field Management and Cooperative Relations, and Kari Neilimo, Chairman and CEO. The tenth S Group’s Management summer days took place in Kokkola on 11–12 June. Altogether around one thousand people from cooperative enterprises and SOK Corporation attended the various events arranged during the days. National-level training for management personnel took place in co-operation with the Jollas Institute. A good 50 participants from cooperative enterprises who are members of the Supervisory Board or Executive Board attended the updated management training programmes. Induction courses and training events related to the adoption of the “Good Administrative Practices within Co-ops” manual, a tool for administrative staff that was completed in the previous year, were arranged in the cooperative enterprises. A study, which examined the opinions and thoughts of management concerning the activities of cooperative entrepreneurship, reached completion in the previous year. A summary of the study was delivered to the cooperative enterprises in February 2005. Elections of representatives were arranged in six cooperative enterprises. Voter turnout averaged about 30 per cent; the customer-owners of Satakunta Cooperative Society were the most active (42.3%). The cooperative enterprises received assistance in conducting the elections. All the cooperative enterprises arranged a training and induction event for the new representatives. In response to the plans to expand the S Group’s finance services, 19 regional cooperative enterprises modified the regulations to their savings fund activities at their representatives’/cooperative meetings held in the autumn. As in previous years, the cooperative enterprises received assistance in matters connected with the amendments to Statutes and Trade Register filings. Furthermore, the Cooperative Department and Field Management took part in a number of sessions that were arranged by the cooperative enterprises for administrative staff and stakeholders. Cooperative Advisory Board The S Group is a party to the Cooperative Advisory Board established by cooperative companies. Its purpose is to act as the body of co-operation for Finnish cooperative organisations and companies. The Advisory Board fulfils its functions by acting as the overall lobbyist and discussion forum for cooperative activities and by co-ordinating or in some other way implementing projects that improve the common conditions for the activities of cooperative companies. The members of the Advisory Board are: the Pellervo Confederation of Finnish Cooperatives, the Cooperative Tradeka Corporation, the Finnish Cooperative Union, SOKL ry and the OP Bank Group Central Cooperative. Jukka Huiskonen, Senior Judge, Otto Mikkonen, Titular Industrial Counsellor, Managing Director, and Professor Kauko Mikkonen serve on the Advisory Board as representatives of the S Group. International contacts SOK Corporation’s contacts with international cooperative organisations are handled in the name of SOKL ry, the Finnish Cooperative Union. The Union is a member of the International Cooperative Alliance (ICA) and Euro Coop, a Brussels-based lobby organisation for consumer cooperatives. The ICA is an impartial independent organisation, which brings together, represents and serves its member cooperatives throughout the world. ICA has 223 member societies in 89 countries and the member societies have a total membership of more than 800 million. It is the world’s second largest such body immediately after the United Nations. Founded in 1957, the goal of Euro Coop’s activities is to sustain and nurture the intensity and values of consumer cooperative activities in a changing Europe. Actively functioning working groups, who work in close association with the European Commission, are one of the most important tools for fulfilling this goal. The working groups get to grips with the up-to-the-minute changes that have a bearing on consumers and consumer cooperatives. Working groups have been put together for product safety, foodstuffs safety and environmental matters. One of Euro Coop’s primary objectives is to influence legislation at EU level to ensure that the interests of consumers and consumer cooperatives are taken into due consideration and safeguarded when new legislation is being drafted. The consumer cooperative enterprises of 17 European countries are members of Euro Coop. They represent 3,200 cooperative societies and their 22 million members. Euro Coop has EU status, and its prestige as a body that issues statements and exercises influence in Brussels is significant. Anne Santamäki, SOK’s director for contacts with organisations, is the vice chairman of both ICA Europe and Euro Coop. 47 Financial Statements Executive Board Report on Operations Retail operating environment in 2005 The world economy again grew quite rapidly last year. In the United States, broad-based growth continued at nearly the previous year’s level. In China, India and Russia, growth was markedly stronger than in the western countries. The economic trend in the eurozone improved in the latter months of the year, but full-year growth in 2005 will probably come in well below two per cent. Record-high crude oil prices fuelled inflation in the United States and the eurozone. The United States Federal Reserve Bank hiked the federal funds rate a number of times. Weak economic growth in the eurozone has maintained a stimulatory level of interest rates. The European Central Bank raised its main lending rate only slightly. In 2006 the world economy is set to grow at roughly last year’s rate. The trend in Finland’s gross domestic product last year appears to be clearly weaker than the 3.6 per cent growth seen in 2004. In January–September of last year, gross domestic product was only 1.5 per cent greater than a year earlier. Last summer’s industrial disputes in the paper industry cut into GDP growth temporarily. During the autumn, GDP returned to its previous growth trend. Growth over the full year was driven by private consumption and exports, despite the problems in the paper industry. The growth trend of the Finnish economy is still markedly faster than in the eurozone on average. Last year growth in the eurozone was only about one and a half per cent. Consumers’ confidence in their own finances and ability to save remained at a good level all year long. Faith in the trend in the Finnish economy and the outlook for receding unemployment weakened greatly owing to the labour dispute in the paper industry. The hurricanes in North America in the autumn also jolted consumer confidence. Towards the end of the year, consumer confidence nevertheless returned to an even higher level than in the early part of the year. In particular, consumers were more confident about the future trend in employment, which did improve quite favourably during the year. Towards the end of the year, the industrial confidence indicator was at its long-term average. The confidence indicators for construction and services strengthened markedly last year. The average rate of inflation in 2005 was 0.9 per cent. The biggest increase in consumer prices was due to the rise in fuel prices. The rise in consumer prices in Finland was clearly slower than in the eurozone, where it was at around two per cent. The growth in private consumption last year is estimated at just under 3 per cent. The strongest growth, just like last year, was in consumer durables and is estimated at 8 per cent. Within semi-durables, growth was 4 per cent, whereas for services and consumer non-durables, growth was only 2 per cent. The value of retail sales, excluding the motor trade, grew by 4.9 per cent by the end of November, according to Statistics Finland. Vehicle sales were up 6.6 per cent. The number of new cars registered last year was up 3.9 per cent on the previous year. By the end of October, the best growth figures were reached in home-related retail sectors. Sales of home appliances and electronics grew by 12.7 per cent, with hardware and furniture sales up 8.8 per cent and 8.0 per cent, respectively. Prices in the home appliance trade were on a declining trend, and this meant that the sales volume 48 increased markedly more than the monetary amount of sales. The rise in the price level of hardware sales contributed to aggregate sales growth. The department store trade grew by 5.6 per cent by the end of November. Sales by the member companies of the Finnish Food Marketing Association showed increases of 3.1 per cent in the department store trade and 0.5 per cent in the grocery trade in 2005. According to the retail figures published by Statistics Finland, the growth in grocery sales was 2.6 per cent by the end of November. The price level in the grocery trade was still declining slightly, with sales volume outpacing the value of sales. The overall market for agritrade held up at the previous year’s level in Finland. Trade in production inputs used on farms also held steady. The total market for tractor sales declined, as it did last year. Finland’s grain harvest of 4.0 billion kilograms was 12 per cent larger than the harvest a year earlier. Guests at Finland’s hotels, motels and inns stayed the night 11.8 million times by the end of October. The number of overnight stays grew by 3.4 per cent. The hotel occupancy ratio during the period was 49.7 per cent, an increase of 1.3 percentage points. Sales by licensed restaurants grew by just under 4 per cent. The growth in restaurant sales came from sales of dining services, an area in which growth is set to continue this year as well. The employment trend in the retail sector was good last year. During the first three quarters, the retail wage bill rose by nearly 6 per cent and the number of people employed was up almost 3 per cent. Changes in the Group structure Changes during the report period At the beginning of 2005, the Tampereen Sokos Oy business was sold to Pirkanmaa Cooperative Society. In the same connection, SOK sold its shares in the real-estate management company Kiinteistö Oy Kauppahalli Piha to Pirkanmaa Cooperative Society, and Kiinteistö Oy Tampereen Valtakulma sold the Tampere Sokos department store property it owned to Sampo Pankki plc, a bank. Tampereen Sokos Oy and Kiinteistö Oy Tampereen Valtakulma merged into SOK at the end of August. The companies’ operations had ended. In transactions between SOK and Helsinki Cooperative Society Elanto (HOK-Elanto), SOK’s Sokotel Oy subsidiary sold the Ravintola Memphis and Coffee House businesses that operate in the Sokos property in Helsinki to HOK-Elanto at the beginning of 2005. Concurrently, Sokotel Oy purchased the Hotelli Presidentti business from HOK-Elanto. Uudenmaan ABC Oy, which develops the network of service station stores in the Greater Helsinki area and Uusimaa county as well as three real-estate management companies which own the ABC service station stores in Tuomarinkylä, Järvenpää and the store in Hyvinkää that is to be completed in early 2006 were sold to HOK-Elanto in May. In September, SOK sold to HOK-Elanto the shares in the real-estate management company Kiinteistö Oy Asematie 8, which entitle their holder to possession and occupancy of the extension to the Prisma hypermarket in Tikkurila. In the first part of 2005, SOK founded the real-estate management companies Kiinteistö Oy Peltokuumolantie 1 and 4. The latter will soon be the site of the Agricentre in Hyvinkää, where SOK’s subsidiary Hankkija-Maatalous Oy will move its retail loca- Financial Statements tion from Helsinki’s Vallila district in the early part of 2006. In April, SOK’s subsidiary Sokotel Oy sold Sokos Hotel Porin Vaakuna’s business to Satakunta Cooperative Society. SOK’s Estonian subsidiary AS Prisma Peremarket bought the shares in AS Ramare from ETK (Eesti Tarbijateühistute Keskühistu), a local company, in April. AS Ramare operated the business of the Tallinn-based Prisma Rocca al Mare. Rocca al Mare became Peremarket’s fourth Prisma hypermarket in Tallinn. AS Ramare merged into AS Prisma Peremarket in June. In addition, Peremarket has made an agreement on building a fifth Prisma in Tallinn’s Lasnamäe district. The unit will be completed in September 2006. A number of real-estate deals were completed in 2005. In January, SOK sold the shares in the real-estate management company Kiinteistö Oy Joensuun Valtakulma, which owns the Joensuu Sokos, to Northern Karelia Cooperative Society. In September Kiinteistö Oy City-Oskari was dissolved, and SOK sold the shares in Kiinteistö Oy Riihimäen Hämeenkatu 40–42 to Interavanti Oyj. In December SOK sold the shares in Seinäjoen Torihotelli Oy to Southern Ostrobothnia Cooperative Society. The company owns Hotelli Vaakuna, which is located in Seinäjoki’s Torikeskus commercial centre. In December, Kiinteistö Oy Turun Brahenkatu 8 became an SOK subsidiary when SOK purchased the real-estate management company’s shares that were owned by the construction company NCC Rakennus Oy. The property is located in the centre of Turku in the Wiklund block. On 15 December 2005 SOK’s Executive Board decided to found a deposit banking company to develop and handle financing services for the S Group’s members. The background to the decision is a reform of the Cooperative Societies’ Act that will lead to a stage-by-stage discontinuance of savings fund activities by 2013. Accordingly, on 19 December 2005 SOK founded a company named S-Eturahoitus Oy and applied for a credit institution licence on 20 December 2005. A final decision on founding of a deposit bank is to be taken by SOK’s Supervisory Board on 16 February 2006. Changes after the close of the report period: On 2 January 2006, SOK sold the shares in the real-estate management company Kiinteistö Oy Imatran Koskenhelmi in the city of Imatra and the so-called Urhonkatu plot to HS-Välitys Oy. SOK sold the shares it owned in Kiinteistö Oy Tullintori to Citycon Oyj on 1 February 2006. On 3 January 2006 SOK’s subsidiary Maan Auto Oy purchased the entire shares outstanding in Auto-Kivitila Oy and AutoKivitila Metro Oy. Auto-Kivitila Oy is a dealer for Ford cars and commercial vehicles in the Pirkanmaa economic area. Auto-Kivitila Metro Oy carries on servicing of Ford vehicles in the Turku economic area. Under a business acquisition agreement signed on 20 January 2006, the Maan Auto Group purchased Stockmann Auto Oy Ab’s Ford businesses in Espoo and Turku. The dealerships will continue to be operated at their present locations by Maan Auto’s subsidiary Automaa, which currently operates a Peugeot dealership and carries on spare parts and repair operations in both cities. On 12 January 2006, SOK purchased all the shares in Suomen Spar Oyj that were owned by Axfood AB along with other shares, whereby SOK’s holding of Suomen Spar shares and the voting rights conferred by all the shares rose to over 90 per cent. Under the Companies Act, SOK will thereafter have the right to redeem the shares held by other shareholders as well. After SOK has acquired all of Suomen Spar’s shares, it will apply for delisting the shares from the Helsinki Stock Exchange. This is estimated to take place during spring 2006. The Finnish Competition Authority approved the share purchase, subject to certain conditions, on 4 January 2006. SOK’s Executive Board has decided to carry out the transaction in accordance with the Finnish Competition Authority’s terms and conditions. SOK and Tradeka (Cooperative Tradeka Corporation) signed an agreement on 31 January 2006 under which SOK will purchase from Tradeka all the shares it owns in Inex Partners Oy. After the purchase of shares is completed, Inex Partners Oy will become a wholly-owned subsidiary of SOK. Completion of the transaction is still contingent upon approval by the Finnish Competition Authority. The former Hotelli Marina Palace in Turku will be opened as the Radisson SAS Marina Palace Hotel on 28 February 2006. Sokotel Oy has a number of hotel projects in the pipeline. In the Greater Helsinki area, three new hotels are in the planning stage, and furthermore, two Sokos hotels are to be opened in St Petersburg. In January, SOK founded a company named AS Prisma Latvija to carry on the Prisma business in Latvia. The first unit, to be located in the Domina Shopping Centre, will open its doors in autumn 2006. The objective in the first phase is to open 3–4 Prismas in different parts of Riga. Over the longer term, the target is to become the market leader in the hypermarket trade in Riga, Latvia’s capital. Net turnover SOK Corporation had net turnover of EUR 4,209 million, up 11.3 per cent on the previous year. The bulk of the growth in net turnover is attributable to fuel deliveries by the fuel procurement company North European Oil Trade Oy to its customers, who are the cooperative enterprises, Greeni Oy and Hankkija-Maatalous Oy. SOK’s net turnover does not include the EDI-based SOK invoicing that is handled through the associated company Inex Partners Oy. Thanks to the good business trend and the overhaul of the network, net turnover in the supermarket trade in the Baltic countries grew to EUR 81 million, an increase of 37.5 per cent. Net turnover from fuel sales, EUR 744 million, consisted of the fuel sales by North European Oil Trade Oy (NEOT) and the service station store sales in January-April of Uudenmaan ABC Oy, which was sold to HOK-Elanto in May. North European Oil Trade Oy is a fuel procurement company that is jointly owned by SOK and Greeni Oy. Net turnover for the first full year of operations rose to EUR 740 million. The growth in turnover compared with the previous year is attributable to a full year of operations, the rise in market prices and higher sales by the customer chains. SOK Corporation ran Sokos operations through the companies which it owns jointly with the regional cooperative enterprises, these being located in Espoo, Turku and Raisio. The companies had net turnover of EUR 36.3 million, down 62.6 per cent on the previous year due to the divestment of the department store business in Helsinki on 1 May 2004 and to the sale of the department 49 Financial Statements store business in Tampere on 1 January 2005. Like-for-like net turnover grew by 3.0 per cent, coming in above budget. Within SOK Corporation, hotels and restaurants are operated by Sokotel Oy in Finland and AS Sokotel in Estonia under the Sokos Hotels and Radisson SAS brands. Sokotel Oy’s net turnover was up 4.0 per cent on the figure a year ago. The hotel network changed at the beginning of 2005 when the Sokos Hotel Presidentti became part of the chain and Porin Vaakuna was sold to Satakunta Cooperative Society in April 2005. When Presidentti became a part of the Sokos Hotels chain, the Memphis and Coffee House restaurants in the Hotel Vaakuna in Helsinki were transferred to HOK-Elanto. The Klaus Kurki hotel also closed at the beginning of 2005. Like-for-like net turnover grew by 4.2 per cent. The company’s sales remained good in spite of large investments, which disturbed operations in some of the Sokos hotels and Radisson SAS hotels. The occupancy ratio and average room rate rose compared with a year ago. This meant that the room yield also increased and was clearly better than the average for the country as a whole. AS Sokotel operated the Sokos Hotelli Viru in Tallinn for the second full year in 2005. The company had net turnover of EUR 18.4 million, coming in markedly ahead of the target set. The good trend in net turnover was attributable to strong restaurant and conference sales and to the growth in accommodation sales. Net turnover derived from the Corporation’s motor trade declined by 3.1 per cent compared with the level in 2004 and was EUR 344.9 million. Net turnover of the Maan Auto Group, which operates in Finland, declined by 3.7 per cent on the previous year, to EUR 283.4 million. By contrast, the comparable net turnover of the Kommest Group, which operates in Estonia and Latvia, increased by 3.0 per cent on the year-ago figure, rising to EUR 61.5 million. The market share of Peugeot cars in Finland dropped from 7.0 per cent to 5.9 per cent and in the Baltic countries from 8.0 per cent to 6.2 per cent. In Finland the market share of vans, however, increased by 0.5 per cent to 5.1 per cent. Net turnover from the agritrade, including hardware sales, increased by 0.1 per cent. Hankkija-Maatalous Oy had net turnover in 2005 of EUR 746.6 million, representing growth of 3.7 per cent on the previous year. Hardware and gardening sales developed favourably in step with store enlargements. Sales of grain and feed declined owing to the fall in the market price of grain. Financial performance SOK Corporation’s profit before extraordinary items was EUR 69.0 million. The corresponding earnings in the previous year were EUR 54.4 million. The figure includes other operating income, a share of the associated companies’ profits, write-downs on non-current assets and investments, including reversals on them, and the change in obligatory provisions. SOK Corporation’s operational result, which does not include the items listed above, was smaller than the previous year’s earnings. The Corporation’s return on investment, including wholesale operations that serve the cooperative enterprises and are organised under finance and sourcing operations, were 7.6 per cent (7.2 per cent). The return on investment from SOK’s ordinary operations was 17.0 per cent (19.6 per cent). 50 Write-downs of EUR 4.9 million were made on non-current assets. These were primarily write-downs on buildings and structures as well as impairment of goodwill. SOK Corporation’s net financial expenses were in the black, as in the previous year, and were up EUR 5.5 million on the year-ago figure. Owing to the good business trend, operating profits from the grocery trade and fuel trade were above budget and higher than a year ago. The aggregate operating profit of the Sokos companies weakened due to the sales of businesses to the cooperative enterprises, but comparable operating profit was above budget and better than a year ago. The operating profit posted by Sokotel Oy, which carries on the hotel and restaurant business in Finland, was at the budgeted level, but fell slightly short of the previous year’s earnings owing to changes in the network. On a like-for-like basis, profits improved markedly on the previous year. AS Sokotel, which runs hotels and restaurants in Estonia, turned in operating profit that was clearly ahead of budget and better than was reported in the previous financial year. The Maan Auto Group’s operating profit was below budget and weaker than a year ago. The poor earnings trend was attributable to tougher competition and the fall in the price level of trade-in vehicles owing to imports of used vehicles. The Kommest Group’s operating profit did not reach the budgeted figure or the level of earnings achieved in 2004. The operating profit reported by Hankkija-Maatalous Oy was below budget and lower than the year-ago figure owing to investments made in developing the store network and to the fall in the tractor market. The property business and other service units reported operating profit that was above budget but weaker than a year ago. Operating profit from consumer goods was at the planned level. Capital gains on fixed assets, which are recognised as income within the Corporation, are included in eliminations. Operations of SOK SOK is the parent company of SOK Corporation. In accordance with its Statutes, SOK acts as the central organisation of the S Group, promoting and developing the operations of the cooperative enterprises and other organisations belonging to the S Group and attending to the management and supervision of the Group’s overall resources for maximum efficiency, whilst also monitoring the operations and seeing to the interests of the S Group and its different constituent organisations. SOK is in charge of the S Group’s strategic management. Its tasks are to provide the S Group’s companies with services related to chain management, customer-ownership and marketing along with general chain and corporate services, including development activities connected with these services and the S Group’s other operations. Other important services for the S Group’s operations are purchasing, rental services and assortment and invoicing services for goods delivered directly from manufacturers to the chain units. Via its nationwide and regional subsidiaries, SOK is able to offer its members a wider spectrum of services in accordance with the decisions taken within the S Group. In addition, in the Baltic area SOK engages in the supermarket and vehicle trade as well as the hotel business via its subsidiaries. Financial Statements SOK’s net turnover totalled EUR 2,526 million, increasing by 15.5 per cent on the figure a year earlier. The increase in net turnover is attributable mainly to higher EDI invoicing through SOK, primarily owing to the increase in North European Oil Trade Oy’s invoicing to the cooperative enterprises (an increase of about EUR 135 million) and to grocery suppliers’ higher volumes (an increase of about EUR 100 million). Apart from actual growth, part of the increase is due to new locations and part is attributable to a change in the invoicing channels used by some suppliers. SOK’s profit before extraordinary items was EUR 5.6 million, compared with the previous year’s profit of EUR 25.2 million, which stemmed largely from reversals of write-downs on non-current investments. The rents included in other operating expenses consist primarily of the rental expenses of SOK Corporation or are for premises that have been sublet to other S Group companies. Capital expenditures and disposals of fixed assets SOK Corporation’s purchases booked in non-current assets, i.e. capital expenditures on fixed assets, amounted to EUR 68.2 million in 2005. The largest items in the figure were the purchase of the Sokos Hotel Presidentti business as well as other investments in the hotel and restaurant business. Other important outlays were for the construction of the Hyvinkää Agricentre and the purchase of a car dealership property in Helsinki’s Pitäjänmäki district. By contrast, disposals of non-current assets and businesses totalled EUR 56.9 million. The most important disposals were the divestments of the Sokos properties in Tampere and Joensuu. Financing Short-term interest rates in the eurozone remained low for most of the year, but following the rise in rates that got under way in September, they ended up at clearly higher levels than a year ago. Longer rates were still declining slightly in the first part of the year, but they too turned upwards in September, ending up at nearly the levels that prevailed at the turn of the previous year. Cash flow before financial items according to SOK Corporation’s cash flow statement was EUR 20.8 million in the black. SOK Corporation’s liquidity remained good throughout 2004. Liquid cash assets and money market investments totalled EUR 789.8 million at the end of the year. In addition, SOK Corporation had EUR 171.6 million of undrawn binding credit facilities, of which EUR 152.4 million were long-term. SOK Corporation’s equity ratio remained good and net interestbearing liabilities were EUR 128.8 million in positive territory, an improvement on the previous year of EUR 26.4 million. The SOK Group’s financial income and expenses, not counting in write-downs on investments held in non-current assets, contributed EUR 6.8 million to earnings, representing an improvement on the previous year of EUR 3.6 million. Personnel The average number of SOK Corporation employees, converted to full-time staff, was 4,346 during the financial year. SOK Corporation’s number of personnel at the end of 2005 was 5,052 employees, of whom 696 (13.8%) were SOK staff and 4,356 (86.2%) employees of the subsidiaries. The number of personnel grew by 262 from the previous year (5.2%). The number of staff working abroad was 1,095 employees. The average age of the personnel during the report year was 38 years. The number of employees was increased by the transfer of Hotelli Presidentti to SOK Corporation and by the purchase of AS Ramare. The staff level was reduced in turn by the sale of the Tampereen Sokos Oy business to Pirkanmaa Cooperative Society, the sale of Sokos Hotel Porin Vaakuna to Satakunta Cooperative Society and the sale of Uudenmaan ABC to HOK-Elanto. SOK’s management and auditors CEO Kari Neilimo has served as chairman of SOK’s Executive Board. In addition to the CEO, the other members of the Executive Board in 2005 were Managing Director Esko Hakala, Managing Director Arto Hiltunen, Managing Director Kuisma Niemelä, Managing Director Veli-Matti Puutio, Jukka Salminen, Director of SOK’s Administrative Division, and Managing Director UllaMaija Tolonen. The Corporation’s auditors in 2005 were the Authorised Public Accountants Tomi Englund, Juhani Heiskanen and Tapani RotolaPukkila. SOK’s Supervisory Board appointed to seats on SOK’s Executive Board for the term of office beginning on 1 January 2006 the following directors: CEO Kari Neilimo, chairman, Managing Director Esko Hakala, Managing Director Arto Hiltunen, Managing Director Kuisma Niemelä, Manager Director Veli-Matti Puutio, Jukka Salminen, Director of SOK’s Administrative Division, Managing Director Kimmo Simberg and Managing Director Ulla-Maija Tolonen. SOK’s chief executive has been assisted in the strategic management of SOK Corporation and the S Group by SOK’s Management Team, whose members during 2005 were Managing Director Ensio Hytönen; Reijo Kaltea, Senior Vice President, Customerownership and Speciality Stores Division; Suso Kolesnik, Director of Corporate Communications; Harri Miettinen, Vice President, Strategic Development and Human Resources; Matti Pulkki, Senior Vice President, Hotels and restaurants; Jukka Salminen, Director of SOK’s Administrative Division; Antti Sippola, Vice President, Retail, and Heikki Strandén, Director, ABC Service Station Chain Management. Risks and factors of uncertainty SOK Corporation is fully cognizant of the need for strategy-driven and organisation-wide risk management. Particular attention has been paid to managing risks to the achievement of strategic objectives. Within SOK Corporation, risk management is viewed as a strategic competitive factor. Risk management is made an 51 Pääjohtajan Financial Statements katsaus integral part of the management process. The steering and control of integrated risk management is carried out by the Corporation’s Security Unit. SOK’s Finance unit has central responsibility for managing SOK Corporation’s treasury operations and financial risks. The SOK Executive Board has confirmed SOK Corporation’s guidelines for financial policy, strategy and the management of financial risks. These guidelines define the principles of managing financial risks and the maximum amounts of financial risks. Furthermore, numerical targets have been set for the different subareas of treasury operations in order to assure the adequacy, balance and affordability of financing under all circumstances. Environmental risks connected with SOK Corporation’s business operations are identified and analysed annually as part of the analysis of business risk. The most important environmental aspects and the measures connected with them are described in the environment section of SOK Corporation’s Annual Report. In addition, an Accountability Report covering the entire S Group will be published on the Internet in spring 2006. The main key ratios describing SOK Corporation’s business operations, financial position and result are presented in the key ratios table in the Notes to SOK Corporation’s Annual Report. Planned adoption of IFRS SOK Corporation intends to adopt International Financial Reporting Standards in reporting its consolidated financial statement information for the financial year beginning on 1 January 2007. Outlook for the current financial year The outlook for the Finnish economy is at present good compared with the eurozone. The economy is growing at a faster than average pace, and inflation is slower than average. Growth in gross domestic product will be on a broader footing as exports and investments increase. Growth will be supported by a slight pick-up in the eurozone economy and Russia’s good economic growth. The main risks relate to the imbalances in the United States economy. The sales outlook for the retail trade in the current year is quite good. Growth in private consumption expenditure will continue at a level of just under three per cent. Expectations of a slight rise in the level of interest rates will dampen demand for loans and slow down growth in sales of consumer durables. Net turnover generated by SOK Corporation’s business units is estimated to outpace the overall growth in the retail trade this year. The largest growth expectations are for the SOK Corporation’s vehicle sales in Finland and for the supermarket trade in the Baltic countries. Growth in the department store trade, the hardware and agritrade as well as the hotel and restaurant business is expected to be close to the general trend. Despite the prospects for good growth, SOK Corporation’s business units are estimated to report slightly lower earnings than in 2005. The earnings trend will be affected by major investments in the hotel business and in the Baltic area. The volume of the S Group’s chain management and service activities for which SOK has overall responsibility, will increase in 2006. This year SOK will again continue making strong inputs 52 52 into development projects that boost the efficiency of the S Group’s processes. Major investments in systems and new operating models will weaken the earnings level of the chain management and service functions in the current year. Because of the above factors, SOK Corporation is estimated to post a lower operational result than in 2005. In its ruling, delivered on 14 February 2006, the Helsinki Court of Appeal overturned the judgement handed down by the Helsinki District Court on 24 February 2003 concerning a contract agreement made between SOK and YIT Corporation in 1998. The contract related to the conversion of SOK’s old head office located in Vilhonkatu in Helsinki into a hotel. The Court of Appeal assessed the evidence presented in the case in a substantially different way than the District Court and ruled that YIT Corporation has the right to receive compensation for part of the demands it presented for additional and conversion works as well as compensation for the additional costs incurred. The ruling does not have an effect on SOK Corporation’s financial statements at 31 December 2005. SOK will go through the grounds given in the Court of Appeal’s ruling and will later take a decision on the possible making of an appeal to the Supreme Court. Helsinki 16 February 2006 SUOMEN OSUUSKAUPPOJEN KESKUSKUNTA Executive Board Financial Statements SOK CORPORATION NET TURNOVER 2001–2005 PROFIT BEFORE EXTRAORDINARY ITEMS RETURN ON INVESTMENT, % PERSONNEL AT 31 DEC. 2001–2005 OPERATING PROFIT 2001–2005 NET INTEREST PAYABLE 2001–2005 (% of net turnover) GROSS INVESTMENT IN FIXED ASSETS 2001–2005 INTEREST-BEARING NET LIABILITIES AT 31 DEC. 2001–2005 CAPITAL AND RESERVES* AT 31 DEC. 2001–2005 (equity ratio, %) GEARING, % 2001–2005 * Excluding capital loan 53 Financial Statements Consolidated Income Statement EUR million Ref. Net turnover Other operating income (1) (2) Materials and services Raw materials and consumables External services (3) Staff costs Wages and salaries Social security costs (4) Depreciation and value adjustments (5) Other operating expenses Rents Other expenses Share of associated companies’ profits (+/-) Operating profit Share of associated companies’ profits (+/-) Financial income and expenses (+/-) (6) Profit for the financial year 54 4 209.4 36.2 3 781.1 13.1 3 800.8 3 266.7 95.5 3 362.2 155.6 125.5 29.6 155.1 42.8 68.0 118.6 186.6 2.4 40.5 65.7 119.5 185.1 1.8 62.3 53.2 (8) -0.0 6.8 -0.0 1.2 69.0 54.4 69.0 54.4 -11.3 -0.3 -14.1 -0.1 57.4 40.2 (9) Profit before taxes Direct taxes (+/-) Minority interest (+/-) 125.1 30.5 1.1.–31.12.2004 (1) Profit before extraordinary items Extraordinary items (+/-) 3 702.7 98.1 1.1.–31.12.2005 (11) Financial Statements Consolidated Balance Sheet ASSETS EUR million Ref. NON-CURRENT ASSETS Intangible assets Group goodwill Tangible assets Shares in associated companies Other investments (12) (12) (12) (13) (13) CURRENT ASSETS Stocks Long-term debtors Deferred tax assets Short-term debtors Securities Cash in hand and at bank (15) (16) (17) (18) (19) 31.12.2005 63.6 239.2 52.6 42.8 160.7 0.3 1.8 475.9 688.8 101.0 LIABILITIES EUR million CAPITAL AND RESERVES Cooperative capital Supplementary cooperative capital Revaluation reserve Legal reserve Supervisory Board’s disposal fund Profit brought forward Profit for the financial year 31.12.2004 398.2 57.8 0.7 272.7 56.0 35.9 423.1 1 428.5 136.7 3.9 2.9 384.4 571.7 86.1 1 185.6 1 826.7 1 608.8 31.12.2005 31.12.2004 (20) 86.9 16.8 15.3 0.1 315.7 57.4 MINORITY INTEREST PROVISIONS (22) CREDITORS Long-term creditors Deferred tax liability Short-term creditors (23) (24) (25) 492.2 71.1 16.8 25.4 14.8 0.0 287.7 40.2 13.7 2.5 30.9 9.2 1 278.3 1 318.4 1 826.7 456.0 17.3 5.6 30.2 9.8 1 089.9 1 129.9 1 608.8 55 Financial Statements Consolidated Cash Flow Statement 1.1.–31.12.2005 1.1.–31.12.2004 BUSINESS OPERATIONS Operating profit Adjustments to operating profit (1) Change in working capital (2) Cash flow from business operations before financing and taxes Interest paid and other financial expenses Interest received and other financial income Dividends received from business operations Direct taxes paid Cash flow from business operations 62.3 2.4 -25.6 39.1 -13.6 16.8 1.1 -13.3 30.1 53.2 23.2 20.5 96.8 -16.1 17.3 5.1 -6.0 97.0 INVESTMENTS Subsidiary shares purchased Acquisition of other fixed assets Subsidiary shares sold Sale of other fixed assets Change in other long-term investments Adjustment of items booked on accrual basis Liquid assets of divested and acquired subsidiaries Dividends received from investments Cash flow from investments -6.1 -62.1 18.1 38.8 -0.3 0.0 1.1 1.2 -9.2 -5.2 -47.3 5.4 46.2 -0.9 0.1 -0.5 1.0 -1.2 FINANCING Increase in long-term creditors Decrease in long-term creditors Increase (+) / decrease (-) in short-term creditors Increase (-) / decrease (+) in short-term debtors Change in short-term investments Minority interests in subsidiaries Increase in cooperative capital and supplementary cooperative capital Interest paid on the cooperative capital and supplementary cooperative capital Decrease in capital and reserves Cash flow from financing 8.7 -6.5 103.6 0.8 3.1 -0.3 15.8 -10.8 -0.1 114.3 4.0 -0.9 59.2 -1.5 -14.5 0.5 4.5 -6.4 -0.7 44.1 Increase (+) / decrease (-) in liquid funds 135.1 140.0 Liquid funds at the beginning of the year Liquid funds at the end of the year 633.3 768.4 493.4 633.3 -34.9 42.8 -5.5 2.4 -11.4 40.5 -5.9 23.2 -86.5 -23.3 84.2 -25.6 -61.5 -9.8 91.8 20.5 EUR million Ref. Adjustments to operating profit (1) Gains (-) and losses (+) from the sale of fixed assets Depreciation and value adjustments Income and expenses which do not involve payment Change in working capital (2) Change in trade debtors Change in stocks Change in short-term interest-free creditors 56 56 Financial Statements SOK Income Statement EUR million Ref. Net turnover Other operating income (1) (2) Materials and services Raw materials and consumables External services (3) 2 361.5 43.0 29.9 8.5 1.1.–31.12.2005 1.1.–31.12.2004 2 525.7 6.0 2 187.4 4.5 2 404.6 2 026.3 42.7 2 068.9 38.4 26.4 6.3 32.6 Staff costs Wages and salaries Social security costs (4) Depreciation and value adjustments (5) Other operating expenses Rents Other expenses (6) Operating profit (loss) (1) -4.6 -4.3 Financial income and expenses (+/-) (8) 10.2 29.5 5.6 25.2 29.2 17.7 34.8 42.8 3.5 -6.3 -2.0 -10.7 32.0 30.2 Profit before extraordinary items Extraordinary items (+/-) (9) Profit before appropriations and taxes Appropriations (+/-) Direct taxes (+/-) Profit for the financial year (10) (11) 7.5 52.2 33.5 85.7 6.5 54.9 33.1 88.0 57 Financial Statements SOK Balance Sheet 31.12.2005 ASSETS EUR million Ref. NON-CURRENT ASSETS Intangible assets Tangible assets Shares in Group companies Other investments (12) (12) (13) (13) 10.4 19.3 243.1 233.1 (15) (16) (18) (19) 2.4 0.2 399.3 688.8 84.6 CURRENT ASSETS Stocks Long-term debtors Short-term debtors Securities Cash in hand and at bank LIABILITIES EUR million CAPITAL AND RESERVES Cooperative capital Supplementary cooperative capital Legal reserve Supervisory Board’s disposal fund Profit brought forward Profit for the financial year (20) ACCUMULATED APPROPRIATIONS PROVISIONS (21) (22) CREDITORS Long-term creditors Short-term creditors (23) (25) 86.9 16.8 15.3 0.1 336.2 32.0 505.9 29.5 9.6 234.2 245.5 518.8 1 175.4 2.5 3.1 323.6 571.7 70.5 971.4 1 681.3 1 490.2 31.12.2005 31.12.2004 487.2 71.1 16.8 14.8 0.0 317.4 30.2 1.8 1.7 15.4 1 175.1 1 190.6 1 681.3 58 31.12.2004 450.3 5.3 3.5 6.8 1 024.3 1 031.1 1 490.2 Financial Statements SOK Cash Flow Statement EUR million Ref. 1.1.–31.12.2005 1.1.–31.12.2004 -4.6 -0.1 1.3 -3.4 -13.5 22.7 1.0 -9.5 -2.5 -2.5 -4.3 -0.4 8.9 4.2 -14.5 23.0 5.0 -1.0 16.8 0.1 16.8 -50.3 41.4 4.9 1.3 -2.8 -26.6 20.9 24.0 2.1 20.4 BUSINESS OPERATIONS Operating profit Adjustments to operating profit (1) Change in working capital (2) Cash flow from business operations before financing and taxes Interest paid and other financial expenses Interest received and other financial income Dividends received from business operations Direct taxes paid Cash flow before extraordinary items Cash flow from the extraordinary items of business operations Cash flow from business operations INVESTMENTS Acquisition of fixed assets Sale of fixed assets Change in other long-term investments Dividends received from investments Cash flow from investments FINANCING Increase in long-term creditors Decrease in long-term creditors Increase (+) / decrease (-) in short-term creditors Increase (-) / decrease (+) in short-term debtors Change in short-term investments Increase in cooperative capital and supplementary cooperative capital Interest paid on the cooperative capital and supplementary cooperative capital Other decrease in capital and reserves Group contributions received Group contributions paid Liquid funds from merger Cash flow from financing 106.3 4.2 3.1 15.8 -10.8 -0.1 33.7 -22.1 0.5 139.3 0.0 106.0 7.7 -14.5 4.5 -6.4 -0.7 13.8 -5.9 0.1 104.6 Increase (+) / decrease (-) in liquid funds 134.0 141.9 Liquid funds at the beginning of the year Liquid funds at the end of the year 617.7 751.7 475.8 617.7 -5.8 7.5 -1.8 -0.1 -4.4 6.5 -2.6 -0.4 -82.2 0.0 83.5 1.3 -43.0 0.0 51.9 8.9 Adjustments to operating profit (1) Gains (-) and losses (+) from the sale of fixed assets Depreciation and value adjustments Income and expenses which do not involve payment Change in working capital (2) Change in trade debtors Change in stocks Change in short-term interest-free creditors 8.7 59 Pääjohtajan Financial Statements katsaus Notes to the Financial Statements Accounting Policies In accordance with SOK’s Statutes, the name SOK Corporation is used for the SOK Group. SOK Corporation comprises Suomen Osuuskauppojen Keskuskunta (SOK) and its subsidiaries. SOK’s financial statements and consolidated financial statements have been prepared in the manner prescribed by Finnish legislation governing the preparation of financial statements (Finnish Accounting Act). The cash flow statement has been prepared in accordance with the general recommendations of the Finnish Accounting Standards Board, applying the indirect form of cash flow statement. Cash pool receivables and authorisation account receivables have been transferred from securities to short-term debtors in SOK Corporation’s accounts. The comparative figures have been adjusted accordingly. Scope of the consolidated financial statements The consolidated financial statements include the parent cooperative and all the companies in which the parent cooperative held, at the close of the financial year, either directly or through its subsidiaries, more than half of the voting rights conferred by the shares. Of the above-mentioned companies, four subsidiaries operate in Estonia and two in Latvia. The financial statement information of the associated companies (voting rights of 20%–50%) are included in the consolidated financial statements. Of the subsidiaries, one dormant company has been excluded from the consolidated financial statements. In addition, of the associated companies, three housing corporations have been excluded from the consolidation, two of which are subject to State Housing Board regulations. The exclusion of the above-mentioned subsidiary and associated companies does not have a material effect on the Group’s result and shareholders’ equity. Principles of consolidation The consolidated financial statements have been prepared by combining the Group companies’ income statements and balance sheets as well as the notes to them. The financial statements of the Group companies are for the period 1 January – 31 December 2005. Companies acquired or formed during the financial year have been consolidated from the date of acquisition or formation. Divested subsidiaries or associated companies have been consolidated up to the date of sale. Intra-Group holdings Intra-Group holdings in subsidiaries have been eliminated using the acquisition cost method. The intra-Group shareholding has been eliminated by subtracting their acquisition cost as well as, from the shareholders’ equity of the subsidiaries, an amount corresponding to the Group’s holding in them. The shareholders’ equity of subsidiaries acquired also includes accelerated depreciation less the deferred tax liability and voluntary provisions. Differences arising in the eliminations, to the extent that they are due to differences between the current and book values of properties, have been allocated to the relevant fixed assets and the remaining part is stated as Group goodwill in the balance sheet. 60 Group goodwill attributable to buildings has been amortised in line with the depreciation plan for the building in question. Group goodwill is amortised over a period of 5 years on a straight-line basis. Intra-Group transactions and margins When preparing the consolidated financial statements, all intraGroup income and expenses, distribution of profits, receivables and liabilities as well as unrealised profit margins from intra-Group transactions have been eliminated. Minority interests Minority interests in the profit for the financial year are shown as a separate item in the income statement. The minority interest in capital and reserves is also shown as a separate item in the consolidated balance sheet. Translation differences The financial statements of foreign subsidiaries have been translated into euros at the exchange rate on the balance sheet date. Translation differences arising from the elimination of shareholders’ equity have been entered under profit brought forward in the consolidated balance sheet. Associated companies Associated companies have been consolidated using the equity method. The Group’s share of the associated companies’ profit for the financial year, in accordance with the Group’s proportional holdings and adjusted for any amortisation of goodwill and dividends received, is shown in the consolidated income statement below operating profit. By contrast, the result of the associated companies that carry on the Group’s mainline business are included in the operating profit calculations and stated on the previous line. Inex Partners Oy’s EDI invoicing through SOK is not included in SOK’s net turnover. In the consolidated balance sheet, the acquisition cost of associated companies and the Group’s shareholders’ equity includes the Group’s post-acquisition share of an associated company’s accumulated net assets, inclusive of total appropriations less the deferred tax liability. Intra-Group profit margins arising in transactions between Group companies and associated companies have been eliminated in proportion to each party’s holdings. Such margins have been subtracted from the Group’s profit brought forward and from the cost of acquiring the shares in associated companies. Eliminated capital gains are recognised as income in step with depreciation. Items in foreign currency and derivative contracts Transactions in foreign currency have been booked at the exchange rate on the date of the transaction. Foreign currency receivables and liabilities that are open at the end of the financial year have been translated into euros at the exchange rate quoted by the European Central Bank on the closing day of the financial year and the exchange rate differences have been booked as a credit or charge to income. Financial Pääjohtajan Statements katsaus Derivative contracts taken out for hedging purposes Forward exchange contracts Exchange rate differences on forward contracts taken out for hedging purposes have been entered as a credit or charge to income against the exchange rate difference arising from the hedged item in the course of the financial year during which the exchange rate difference of the hedged item was incurred. Unrealised foreign exchange gains are entered as a credit to earnings to a maximum of the amount of a loss arising from the hedged item and the proportion in excess of this is booked to a balance sheet account. Unrealised foreign exchange losses on derivatives hedging balance sheet items are booked to the full amount as a charge to earnings. Unrealised foreign exchange differences on forward exchange contracts hedging future cash flows are booked to the balance sheet. Forward rate agreements and interest rate swaps Unrealised changes in the value of forward rate agreements are booked to the balance sheet, whereas realised changes in value are periodised over the contract period as a credit or charge to earnings. The financial statements contain no open forward rate agreements taken out for hedging purposes. The interest on interest rate swaps has been periodised over the contract period to adjust interest income or expense. Changes in value of interest rate swaps taken out for hedging purposes are booked to a balance sheet account. Equity forwards Realised gains and losses are booked as a credit or charge to earnings. Equity derivatives are valued at the stock exchange prices on the last stock exchange day of the financial year. The valuation profit on equity forwards has been recognised as income to a maximum of the amount of a loss charged to expense for the hedged item, and the proportion in excess of this is booked to the balance sheet. Negative changes in value have been booked to a balance sheet account up to the unbooked valuation gain on the hedged item, and the proportion in excess of this has been entered as a credit or charge to earnings. The financial statements contain no open equity forwards. Interest rate, foreign currency, equity and share index options Premiums received and paid for options have been entered in the balance sheet. Premiums on interest rate options and realised gains or losses have been periodised over the contract period to adjust entered, hedged interest. Unrealised changes in value have been entered in the balance sheet. Exchange rate differences of foreign currency options have been entered as credits or charges to income against the exchange rate difference caused by the hedged item for the financial year during which the exchange rate difference of the hedged item has arisen. The valuation profit on equity and equity index options has been recognised as income to a maximum of the amount of a loss charged to expense for the hedged item, and the proportion in excess of this has been booked to a balance sheet account. Negative changes in value have been booked to a balance sheet account up to the unbooked valuation gain on the hedged item, and the proportion in excess of this has been entered as a credit or charge to earnings. The financial statements contain no open option contracts taken out for hedging purposes. Electricity derivatives Electricity derivatives are used mainly for hedging the price risks of electricity. Unrealised changes in the value of electricity forwards taken out for hedging purposes are booked to the balance sheet, whereas realised changes in value are periodised over the contract period. Only electricity forwards were used as hedging instruments during the financial year. Oil commodity derivatives Oil commodity derivatives are used to hedge price risk in fuel trading. Realised and unrealised changes in the value of futures taken out for hedging purposes are booked as a credit or charge to income to adjust purchases. Premiums on options written for hedging purposes are booked to the balance sheet and changes in them are recognised as income to adjust purchases. Options written are treated in the financial statements as non-hedging items. Oats-related derivatives Oats-related derivatives are used to secure the price level of sales that will be made in the future. Unrealised changes in the value of oats futures taken out for hedging purposes are booked to the balance sheet. Realised changes in value are recognised in income to adjust purchases if the item hedged has already been realised, or otherwise they are entered in the balance sheet. Derivative contracts for purposes other than hedging Derivative contracts are taken out mainly for hedging purposes. Non-hedging derivative contracts may only be taken out within the risk limits specified in the Corporation’s risk management regulations, which are approved by SOK’s Executive Board. Negative changes in the value of derivative contract positions other than for hedging and outstanding at the balance sheet date have been charged as expenses. Valuation profits on outstanding positions have only been recognised as income to an extent corresponding to the losses entered earlier for the contracts included in the position, and the proportion in excess of this has been entered in a balance sheet account. Changes in the value of closed positions have been entered as a credit or charge to income. The fair value of outstanding contracts made for purposes other than hedging at 31 December 2005 was EUR 154,600. Fixed assets and depreciation In the balance sheet, fixed assets have been valued at cost less accumulated planned depreciation. In preparing the financial statements, the remaining revaluations of EUR 26.1 million have been reversed in line with the depreciation schedule. Depreciation according to plan has been calculated on the original acquisition cost of the fixed assets in accordance with an advance schedule and on a straight line basis. Depreciation has been calculated from the beginning of the month after the asset was placed in use. Depreciation periods, which are based on the expected useful life of the assets, are shown in the notes to the income statement under “Depreciation”. Stocks Stocks are entered in the balance sheet on a fifo basis at the lower of the acquisition cost or repurchase price or probable market price. Financial assets Securities are valued at acquisition cost or the market price, whichever is the lower. 61 Pääjohtajan Financial Statements katsaus Leases Lease payments are shown as rent expenses in the income statement. Future expenses and losses Future expenses and losses representing a commitment of the company or which are likely to materialise are charged as expenses under the relevant expense item. In the balance sheet these provisions for expenses are stated in the item “Compulsory provisions” or “Accruals and deferred income”. shown in the consolidated balance sheet, whereas the change in the deferred tax assets is shown in the consolidated income statement. The deferred tax liabilities and assets arising on consolidation are included in the deferred tax liabilities and assets shown in the consolidated balance sheet, and any change therein is included in the change in deferred tax liabilities and assets shown in the consolidated income statement. In line with conservative accounting practice, the consolidated balance sheet shows the deferred tax liability in its entirety and deferred tax assets as the estimated and probable amount. The deferred tax liabilities and assets were calculated applying the confirmed tax rate, which is 26%. Deferred taxes In the consolidated balance sheet, the accumulated appropriations shown in individual financial statements have been divided into a deferred tax liability, shareholders’ equity and minority interest, and changes in them are shown in the consolidated income statement. So-called depreciation not deducted in taxation has been taken into account as a reducing factor in calculating the abovementioned deferred tax liability. Deferred tax assets arising from Group companies’ compulsory provisions and confirmed losses are Pension arrangements The pension liabilities of SOK Group companies have been insured through external pension insurance companies. A supplementary pension policy has been taken out for the former Elonvara members who are employed by the SOK Group. The policy provides coverage for the earned and future pension benefits corresponding to the rules and regulations of the pension fund. Management of financial risks and electricity price risk in 2005 Liquidity risk SOK Corporation seeks to minimise liquidity and refinancing risks by means of a balanced distribution of loan maturities and sufficient financial reserves. Adequate liquidity is maintained through cash, overdraft accounts, liquid money-market investments and long-term binding credit facilities. In accordance with its financing strategy, SOK Corporation strives to maintain an amount of liquid funds and undrawn long-term binding credit facilities that is at least 10% of its total assets plus the amount of the undrawn credit facilities. Liquid funds at the end of the year totalled EUR 789.8 million and undrawn long-term binding credit facilities amounted to EUR 152.4 million, for a total of 47.6%. The quick ratio target has been set at more than 1, including long-term undrawn credit facilities. At the end of the year the quick ratio calculated in the above manner was 1.15. Interest rate risk SOK Corporation’s interest rate risk is reviewed over 12-month and three-year periods. A linear change of one percentage point in the level of market interest rates must not cause an increase of more than 0.5 percentage point in the interest rate level of SOK Corporation’s average interest-bearing net liabilities. Foreign exchange risk SOK Corporation’s net turnover is generated largely in Finland. The Group’s commercial foreign exchange risks are the responsibility of the unit closing the business deal. The extent of the foreign exchange risk for the balance sheets of the Baltic subsidiaries is examined on the basis of balance sheet source-application analysis. The foreign exchange risk is reduced by financing the companies’ operations in the same currency in which the money is spent and by means of derivatives. SOK and its Finnish subsidiaries did not have loans denominated in foreign currency at the end of the financial year. 62 62 Credit risk The management of credit risks connected with commercial activities is part of the business units’ operations. Investments and trade in derivatives can only be undertaken with counterparties approved by SOK’s Executive Board, within the limits approved by the Executive Board. Electricity price risk SOK Corporation evaluates the price risks of electricity for a three-year period. The minimum hedging degrees for the following years are defined in the guidelines for managing electricity price risk, which have been approved by SOK’s Executive Board. Of the estimated consumption and binding electricity deliveries, 100% has been hedged for the next calendar year after the closing date of the accounts, 43% for the year after that and 22% for the third year. The hedging instruments that can be used are fixed-price delivery contracts, futures, forward contracts, options or other similar electricity derivatives. Price risk in fuel trading The S Group’s fuel procurements are handled by SOK’s subsidiary North European Oil Trade Oy. In procuring fuels, the company incurs price risk for its fuel stocks, and this is managed in the manner defined in the company’s risk management policy. To manage price risk, the company makes use of hedging instruments such as futures and options that are traded on the London and New York oil exchanges as well as swaps made on the OTC market. Price risk in grain trading To hedge the price risk of oat basis trading, SOK’s subsidiary Hankkija-Maatalous Oy employs oats-related derivatives. Financial Statements Notes to the Accounts EUR million SOK CORPORATION 2005 2004 SOK 2005 2004 2 362.0 163.6 2 031.6 155.8 2 525.7 2 187.4 0.2 -4.8 0.3 -4.6 -4.6 -4.3 NOTES CONCERNING THE INCOME STATEMENTS 1a. Net turnover by business area Supermarket trade Fuel sales Deparment stores and speciality stores Hotels and restaurants Motor trade and accessories Agricultural trade Consumer goods sourcing EDI invoicing Real-estate, rental and other service operations Eliminations Total 81.1 743.6 36.3 176.7 344.9 827.5 533.7 2 362.0 209.7 -1 106.1 4 209.4 59.0 444.5 97.0 169.2 356.0 826.8 491.5 2 031.6 204.4 -898.9 3 781.1 *) includes EUR 956 million of intra-Group EDI invoicing (prev. yr. EUR 727 million) Domestic business operations constitute 95.3 % of net turnover. 1b. Operating profit by business area Supermarket trade Fuel sales Deparment stores and speciality stores Hotels and restaurants Motor trade and accessories Agricultural trade Consumer goods sourcing EDI invoicing Real-estate, rental and other service operations Share of associated companies’ profits Eliminations Total 2.5 1.6 0.8 14.6 4.8 8.3 -0.0 0.2 6.8 2.4 20.3 62.3 0.6 -0.9 4.2 10.6 9.1 12.8 2.5 0.3 12.4 1.8 -0.3 53.2 2. Other operating income Profits on sale of fixed assets Goodwill income Other operating income Total 30.9 4.1 1.2 36.2 8.9 3.1 1.2 13.1 5.8 4.4 0.2 6.0 0.1 4.5 3 725.0 -22.3 3 702.7 3 269.9 -3.2 3 266.7 2 361.5 0.0 2 361.5 2 014.7 11.6 2 026.3 125.1 21.1 9.5 155.6 125.5 20.5 9.1 155.1 29.9 6.0 2.5 38.4 26.4 4.1 2.1 32.6 3. Raw materials and consumables Purchases during the financial year Change in stocks (+/-) Total 4. Staff costs Wages and salaries Pension costs Other social security costs Total Information concerning the staff and members of the boards is presented under item 26. 63 Financial Statements EUR million SOK CORPORATION 2005 2004 5. Depreciation and value adjustments Depreciation according to plan Value adjustments on non-current assets Total 37.9 4.9 42.8 34.3 6.2 40.5 SOK 2005 2004 7.5 0.0 7.5 5.1 1.4 6.5 The itemised specifications of the change in depreciation and accelerated depreciation are included under fixed assets and accumulated appropriations in the notes to the balance sheet. Planned depreciation is calculated on a straight-line basis so as to write off the cost of fixed assets over their expected useful lives. Revaluations have not been written down. Planned depreciation is as follows: Year 30–35 Buildings 10–15 Light constructions and building equipment 10 Office and warehouse fixtures 7 Warehouse, servicing and processing machinery 5–10 Restaurant and hotel furnishings 5–7 Shop furnishings 5 Motor vehicles and computer hardware (other than PCs) 5–10 Goodwill as permitted by taxation laws Other tangible and intangible assets 6. Other operating expenses Losses on sale of fixed assets Other operating expenses Total 0.1 118.5 118.6 0.6 118.9 119.5 0.0 33.5 33.5 33.1 33.1 1.7 -0.1 2.4 0.2 1.8 0.2 2.6 1.5 7.0 1.4 9.9 Rents are presented as a separate item in the income statement. 7. Increase (-) / decrease (+) in provisions for liabilities and charges Increases related to partially vacant premises 1.7 Decreases related to partially vacant premises -0.3 Increase in other future expenses and losses 1.7 Decrease in other future expenses and losses 3.1 Total -0.1 2.6 -0.6 1.6 3.6 8. Financial income and expenses Dividend income from Group companies Dividend income from participating interest companies Dividend income from others 1.2 Total dividend income from investments in non-current assets 1.2 1.4 1.4 0.1 1.0 1.2 2.3 Interest income from other non-current assets From Group companies From others 1.0 0.8 8.6 0.8 9.9 0.8 18.9 20.0 16.7 17.4 2.4 13.9 25.7 1.3 11.5 23.5 0.0 2.0 3.1 2.0 Other interest and financial income From Group companies From others Total interest and financial income Value adjustments of investments in non-current assets Reversed value adjustments of investments in non-current assets Value adjustments of other securities held in current assets Interest and other financial expenses To Group companies To others Total interest and other financial expenses Total financial income and expenses 64 -13.0 0.1 -0.0 0.1 -0.0 14.2 14.2 15.6 15.6 2.5 12.1 14.6 1.2 13.6 14.8 6.8 1.2 10.2 29.5 Financial Statements SOK CORPORATION 2005 2004 EUR million SOK 9. Extraordinary items Extraordinary income Group contributions received Merger profit Other Total 2005 2004 25.0 11.3 28.7 6.0 0.1 34.9 36.2 Extraordinary expenses Group contributions given Merger loss Total 6.9 0.1 7.0 17.2 Total extraordinary items 29.2 17.7 3.5 -2.0 1.7 -0.1 4.7 6.1 1.3 3.4 6.3 10.7 10. Appropriations Increase (-) / decrease (+) in accelerated depreciation 11. Direct taxes Income taxes on ordinary operations for the year Income taxes on ordinary operations for the previous year Income taxes on extraordinary items Effect of consolidation Change in deferred tax liability / assets Total 11.0 -0.3 -0.0 -0.0 0.7 11.3 14.3 1.4 0.0 -2.4 0.9 14.1 17.2 NOTES CONCERNING ASSETS IN THE BALANCE SHEETS 12. SOK Corporation’s intangible and tangible assets, EUR million Intangible assets Intangible rights Goodwill Other capitalised expenditure Advance payments Total intangible assets Group goodwill Group reserve Acquisition cost at 1.1.2005 Increase Decrease Transfers Acquisition cost at 31.12.2005 66.7 23.9 -29.9 3.9 64.6 22.9 9.3 -2.3 7.9 14.8 -5.1 -9.3 8.3 134.1 49.7 -43.7 -0.2 140.0 19.9 1.6 -1.6 1.6 29.9 36.6 1.7 -6.4 5.2 37.1 19.9 1.6 Accumulated depreciation at 1.1.2005 Companies acquired Accumulated depreciation on decreases and transfers Depreciation for the financial year Value adjustments Accumulated depreciation at 31.12.2005 36.2 0.1 -13.1 10.3 0.1 33.6 17.2 22.9 19.2 -2.3 3.4 1.7 20.0 -4.5 4.3 76.4 0.1 -19.9 17.9 1.8 76.3 22.7 -0.2 0.2 0.7 19.9 Accumulated income entries at 1.1.2005 Accumulated income entries at 31.12.2005 1.6 1.6 Book value at 31.12.2005 31.0 9.9 14.4 8.3 63.6 0.0 0.0 Book value at 31.12.2004 30.5 5.7 13.6 7.9 57.8 0.7 0.0 65 Financial Statements Tangible assets Land Buildings and and water constructions Acquisition cost at 1.1.2005 Increase Decrease Transfers Acquisition cost at 31.12.2005 Machinery and equipment Other Advance tangible payments and assets construction in progress 30.1 2.6 -3.4 0.0 29.3 279.2 5.7 -23.4 9.9 271.4 78.2 10.0 -8.8 2.7 82.1 3.9 0.4 -0.0 -0.1 4.1 Accumulated depreciation and 2.4 value adjustments at 1.1.2005 0.3 Companies acquired Accumulated depreciation on decreases and transfers -0.3 Depreciation for the financial year 0.0 Value adjustments 2.4 Accumulated depreciation at 31.12.2005 103.3 1.4 -5.5 9.5 2.4 111.1 43.7 1.1 -3.9 9.9 0.1 50.9 1.4 0.1 0.0 0.3 0.0 1.8 11.6 -11.6 0.0 14.5 -14.5 0.0 Book value at 31.12.2005 26.9 160.3 31.2 2.3 18.7 239.3 Book value at 31.12.2004 39.3 190.5 34.5 2.4 6.0 272.7 Revaluations at 1.1.2005 Decrease Revaluations at 31.12.2005 6.0 27.5 -2.4 -12.4 18.7 Total tangible assets 397.3 46.2 -38.1 0.2 405.5 150.7 3.0 -9.7 19.8 2.4 166.3 26.1 -26.1 0.0 Share of machinery in the book value of machinery and equipment EUR 0.3 million (prev. yr. EUR 0.3 million) 13. SOK Corporation’s financial assets, EUR million Shares in participating interest companies Other shares and memberships Total shares 59.4 0.4 -1.4 -2.4 55.9 8.8 0.1 -0.3 8.6 68.2 0.4 -1.7 -2.4 64.5 3.3 0.2 -0.2 3.5 -0.2 0.0 3.4 0.0 0.0 0.0 3.4 Book value at 31.12.2005 52.6 8.6 61.2 Book value at 31.12.2004 56.0 8.6 64.7 Acquisition cost at 1.1.2005 Increase Decrease Transfers Acquisition cost at 31.12.2005 Accumulated value adjustments at 1.1.2005 Accumulated value adjustments on decreases and transfers Value adjustments Accumulated value adjustments at 31.12.2005 Undepreciated part of Group goodwill due to associated companies EUR 0.1 million (prev. yr. EUR 1.1 million) Unentered part of Group reserves due to associated companies EUR 0.0 million (prev. yr. EUR 0.1 million) 66 Financial Statements Capital loan debtors from participating interest companies Debtors from participating interest companies Capital loan debtors from others Other debtors from others Total other financial assets 0.8 1.3 0.9 -0.6 -0.0 0.7 0.9 24.4 1.0 -0.6 7.1 31.8 27.3 1.0 -1.2 7.1 34.2 Amount at 1.1.2005 Increase Decrease Transfers Amount at 31.12.2005 0.8 0.0 0.0 Accumulated value adjustments at 1.1.2005 Accumulated value adjustments at 31.12.2005 0.0 0.0 Book value at 31.12.2005 0.8 0.7 0.9 31.8 34.2 Book value at 31.12.2004 0.8 1.3 0.9 24.4 27.3 95.4 92.0 Total financial assets of SOK Corporation 31.12.2005 Total financial assets of SOK Corporation 31.12.2004 12. SOK’s intangible and tangible assets, EUR million Intangible assets Intangible rights Other capitalised expenditure Advance payments Total intangible assets 36.5 3.8 -27.3 4.5 17.5 6.1 7.4 6.5 -5.1 -5.0 3.8 50.0 10.3 -32.4 0.0 27.9 15.8 Accumulated depreciation at 1.1.2005 Accumulated depreciation on decreases and transfers -9.3 6.0 Depreciation for the financial year 12.6 Accumulated depreciation at 31.12.2005 4.7 Book value at 31.12.2005 5.0 1.6 3.8 10.4 Book value at 31.12.2004 20.7 1.4 7.4 29.5 Land Buildings and and water constructions Machinery and equipment Acquisition cost at 1.1.2005 Increase Decrease Transfers Acquisition cost at 31.12.2005 0.5 6.6 20.5 -9.3 6.3 17.5 0.2 5.0 Tangible assets Acquisition cost at 1.1.2005 Increase Decrease Acquisition cost at 31.12.2005 2.6 0.0 -0.1 2.6 Accumulated depreciation and value adjustments at 1.1.2005 0.1 Accumulated depreciation on decreases and transfers -0.0 Depreciation for the financial year Value adjustments 0.0 Accumulated depreciation at 31.12.2005 0.1 10.5 Other Advance tangible payments and assets construction in progress 12.7 1.0 -1.8 12.0 0.4 0.0 0.0 7.5 9.4 -0.6 1.0 0.0 9.8 10.5 7.3 0.3 0.4 0.2 12.3 -1.2 11.2 Total tangible assets 26.3 13.4 -3.0 36.7 16.7 -0.6 1.3 0.0 17.4 0.0 Book value at 31.12.2005 2.5 3.0 2.2 0.4 11.2 19.3 Book value at 31.12.2004 2.6 3.2 3.3 0.4 0.2 9.6 67 Financial Statements 13. SOK’s financial assets, EUR million Shares in group companies Shares in participating interest companies Other shares and memberships Total shares 252.1 26.3 -16.8 2.4 264.0 48.6 0.4 -2.7 -2.4 43.9 10.2 0.0 -0.0 10.2 310.8 26.7 -19.5 0.0 318.0 17.9 9.8 0.0 27.7 -0.0 3.0 20.9 0.0 9.8 0.0 0.0 0.0 0.0 3.1 30.7 Book value at 31.12.2005 243.1 34.1 10.2 287.3 Book value at 31.12.2004 234.2 38.8 10.2 283.2 Capital loan debtors from Group companies Debtors from Group companies Capital loan debtors from participating interest companies Debtors from participating interest companies Capital loan debtors from others Other debtors from others Total other financial assets 41.0 131.7 57.3 -29.4 -7.1 152.5 0.8 1.3 0.9 -0.6 -0.0 0.7 0.9 22.7 1.0 -0.5 7.1 30.2 198.3 58.3 -65.9 0.0 190.7 Acquisition cost at 1.1.2005 Increase Decrease Transfers Acquisition cost at 31.12.2005 Accumulated value adjustments at 1.1.2005 Accumulated value adjustments on decreases and transfers Value adjustments Accumulated value adjustments at 31.12.2005 Amount at 1.1.2005 Increase Decrease Transfers Amount at 31.12.2005 Accumulated value adjustments at 1.1.2005 Accumulated value adjustments on decreases and transfers Accumulated value adjustments at 31.12.2005 -35.4 5.6 0.8 1.8 0.0 1.8 -0.0 1.8 0.0 0.0 1.8 Book value at 31.12.2005 3.8 152.5 0.8 0.7 0.9 30.2 188.9 Book value at 31.12.2004 39.2 131.7 0.8 1.3 0.9 22.7 196.5 Total financial assets of SOK 31.12.2005 Total financial assets of SOK 31.12.2004 Liabilities to secure Group companies’ loans EUR 31.3 million 68 476.2 479.7 Financial Statements 14. Companies owned by SOK Corporation and SOK 31.12.2005 Corporation’s Group companies Commercial AS Kommest Auto Group AS Sokotel Hankkija-Maatalous Oy Group Intrade Partners Oy Jollas-Opisto Oy Maan Auto Oy Group North European Oil Trade Oy Prisma Peremarket AS Rainex Yrityspalvelu Oy Rekla Oy S-Etuluotto Oy S-Eturahoitus Oy SOK-Business Oy SOK-Invest Oy Sokotel Oy Group SOK-Takaus Oy Tapiolan Sokos Oy Turun Sokos Oy Real-estate companies (21 pcs) Real-estate companies under stock (8 pcs) Total Group companies 55 pcs Registered office Estonia Estonia Helsinki Helsinki Helsinki Helsinki Helsinki Estonia Helsinki Helsinki Helsinki Helsinki Helsinki Helsinki Helsinki Helsinki Helsinki Turku shareholding % voting rates % SOK’s shareholding % 90.0 100.0 100.0 100.0 100.0 100.0 66.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 99.9 100.0 90.0 90.0 100.0 100.0 100.0 100.0 100.0 66.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 99.9 100.0 90.0 90.0 100.0 100.0 100.0 100.0 100.0 66.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 99.9 100.0 90.0 38.6 22.2 33.0 33.3 50.0 50.0 31.5 49.7 38.6 33.3 21.9 45.1 38.6 22.2 33.0 33.3 50.0 50.0 31.5 40.2 38.6 33.3 21.9 30.0 38.6 22.2 Participating interest companies Associated companies Asunto Oy Kauniaisten Kirkkomäki Elielin Pysäköinti Oy Hotelli Joensuun Kimmel Oy Hotellipankki Oy Inex Partners Oy Group Kauppakeskus Mylly Oy Keskuskorttelin Huolto Oy Kiinteistö Oy Pysäköintiveturi Kiinteistö Oy Turun Toripaikoitus Movere Oy Oy Realinvest Ab Group Tullin Parkki Oy Total Associated Companies 12 pcs Kauniainen Helsinki Joensuu Helsinki Helsinki Turku Vaasa Tampere Turku Lahti Helsinki Tampere 50.0 50.0 31.5 49.7 28.6 21.9 45.1 Other shares owned by the parent company Sato-Yhtymä Oyj Helsinki 8.7 8.7 69 Financial Statements EUR million SOK CORPORATION 2005 2004 15. Stocks Goods Other stocks Advance payments Total 158.9 0.3 1.4 160.7 135.6 0.4 0.7 136.7 16. Long-term debtors Trade debtors Loan receivables Other receivables Prepayments and accrued income Total long-term debtors 0.0 0.2 0.0 0.1 0.3 3.1 0.7 0.0 0.1 3.9 17. Deferred tax assets Temporary differences From consolidation Total 1.3 0.5 1.8 2.1 0.8 2.9 SOK 2005 2004 2.4 2.5 2.4 2.5 0.0 0.2 2.4 0.7 0.2 3.1 315.1 225.0 3.3 8.3 26.0 9.6 47.2 7.9 3.3 38.7 7.7 57.6 The deferred tax asset due to temporary differences has been consolidated and is shown in the consolidated balance sheet, but not in the Group company balance sheet. 18. Short-term debtors Trade debtors 395.4 291.2 Amounts owed by Group companies Trade debtors Loan receivables Other receivables Prepayments and accrued income Total Amounts owed by participating interest companies Trade debtors Loan receivables Prepayments and accrued income Total Loan receivables Other receivables Prepayments and accrued income Total short-term debtors Specification of prepayments and accrued income Financial items Other Total prepayments and accrued income 19. Securities Other shares and participations Money market securities Total 70 0.6 0.0 15.2 15.8 0.6 0.0 27.2 27.7 0.4 0.4 15.1 15.5 27.1 27.5 17.0 15.5 32.3 475.9 16.8 10.3 38.3 384.4 1.5 20.0 399.3 1.8 11.8 323.6 9.2 38.3 47.5 6.1 59.5 65.6 9.0 35.6 44.7 6.1 40.5 46.5 21.3 667.5 688.8 24.5 547.2 571.7 21.3 667.5 688.8 24.5 547.2 571.7 Financial Statements NOTES CONCERNING LIABILITIES IN THE BALANCE SHEETS EUR million SOK CORPORATION 2005 2004 2005 2004 20. Capital and reserves Cooperative capital at 1 Jan. Increase Cooperative capital at 31 Dec. 71.1 15.8 86.9 71.1 15.8 86.9 68.6 2.5 71.1 68.6 2.5 71.1 SOK Cooperative capital consists of the cooperative payments which the cooperative enterprises make to Suomen Osuuskauppojen Keskusosuuskunta (SOK) for cooperative shares. The number of a cooperative enterprise’s shares is determined on the basis of the cooperative enterprise’s total membership and annual purchases. Supplementary cooperative capital at 1 Jan. Increase Supplementary cooperative capital at 31 Dec. 16.8 16.8 14.8 2.0 16.8 16.8 16.8 14.8 2.0 16.8 The supplementary cooperative capital consists of voluntary investments which the cooperative enterprises make to Suomen Osuuskauppojen Keskusosuuskunta (SOK). The cooperative enterprises have the right to a return on their supplementary cooperative capital contributions in the manner and subject to the conditions specified in the Cooperative Societies Act and SOK’s statutes. Revaluation reserve at 1 Jan. Decrease Revaluation reserve at 31 Dec. 25.4 -25.4 0.0 51.5 -26.1 25.4 All of SOK Corporation’s revaluations have been reversed in order to make the transition to measuring property, plant and equipment at cost. Legal reserve at 1 Jan. Increase Legal reserve at 31 Dec. 14.8 0.5 15.3 12.8 2.0 14.8 14.8 0.5 15.3 12.8 2.0 14.8 Supervisory Board’s disposal fund at 1 Jan. Increase Decrease Supervisory Board’s disposal fund at 31 Dec. 0.0 0.1 -0.1 0.1 0.2 0.5 -0.7 0.0 0.0 0.1 -0.1 0.1 0.2 0.5 -0.7 0.0 Profit brought forward at 1 Jan. Transfer to legal reserve Transfer to Supervisory Board’s disposal fund Interest on cooperative capital and supplementary cooperative capital Revaluations: reversal from retained earnings Translation difference Profit brought forward at 31 Dec. 327.9 -0.5 -0.1 296.7 -2.0 -0.5 347.6 -0.5 -0.1 326.3 -2.0 -0.5 -10.8 -0.8 0.0 315.7 -6.4 -10.8 -6.4 -0.0 287.7 336.2 317.4 Profit for the financial year Total capital and reserves 57.4 492.2 40.2 456.0 32.0 487.2 30.2 450.3 315.7 57.4 287.7 40.2 336.2 32.0 317.4 30.2 -1.5 -0.1 -1.5 -0.1 -31.2 340.4 -33.2 294.5 366.6 347.4 Distributable funds at 31 Dec. Profit brought forward Profit for the financial year Minimum amount to be transferred to the reserve fund in accordance with the company statutes Share transferred to shareholders’ equity from accumulated appropriations Total 71 Financial Statements EUR million SOK CORPORATION 2005 2004 2004 1.0 0.3 0.3 0.2 1.8 4.2 0.4 0.3 0.4 5.3 3.3 2.3 5.6 1.6 0.1 1.7 3.3 0.3 3.5 0.0 15.4 15.4 0.0 6.8 6.8 0.3 2.7 7.9 155.0 6.9 132.2 61.1 149.4 4.6 215.2 50.0 184.0 5.8 239.8 101.2 1.8 21. Accumulated appropriations Accelerated depreciation Intangible rights Other capitalised expenditure Buildings and constructions Machinery and equipment Total 22. Provisions Partially vacant premises Other future expenses Total 1.6 0.9 2.5 23. Long-term creditors Bonds Loans from financial institutions Pension loans Trade creditors Other long-term creditors Total long-term creditors 0.3 15.4 30.9 5.8 16.9 0.4 0.3 6.8 30.2 24. Deferred tax liability Appropriations Temporary differences Included in Group companies’ own balance sheets Total 9.7 -0.6 9.2 10.4 -0.6 9.8 3.3 2.9 0.0 42.2 300.9 15.2 SOK 2005 25. Short-term creditors Loans from financial institutions Pension loans Advances received Trade creditors 46.1 344.4 Amounts owed to Group companies Trade creditors Other short-term creditors Accruals and deferred income Total Amounts owed to participating interest companies Trade creditors Other short-term creditors Accruals and deferred income Total Other short-term creditors Accruals and deferred income Total short-term creditors Specification of accruals and deferred income Staff costs Financial items Other Total accruals and deferred income NOTES CONCERNING INCOME TAXES See 11 above. 72 103.9 1.8 0.0 105.7 65.9 2.7 0.0 68.7 103.0 63.5 2.7 0.0 66.3 662.7 116.1 1 278.3 553.8 121.4 1 089.9 632.3 61.4 1 175.1 523.4 53.0 1 024.3 26.5 10.2 79.3 116.1 29.7 9.6 82.2 121.5 8.3 8.4 49.4 66.0 7.6 7.2 43.9 58.8 Financial Statements NOTES CONCERNING THE STAFF AND BOARD MEMBERS EUR million SOK CORPORATION 2005 2004 SOK 2005 2004 26a. Average staff numbers by group Supermarket trade Fuel sales Deparment stores and speciality stores Hotels and restaurants Motor trade and accessories Agricultural trade Consumer goods sourcing Real-estate, rental and other service operations Total 445 6 144 1 141 645 946 255 764 4 346 433 12 371 1 232 614 953 235 644 4 494 SOK Subsidiaries Total 663 3 683 4 346 558 3 936 4 494 The average number of personnel has been calculated as the average of the personnel at the end of each month and converted to full-time staff. The number of staff at sites abroad at 31 Dec. 2005 was 1095. 26b. Salaries and remuneration: CEO and members of the Executive Board Members of the Supervisory Board 3.0 0.1 3.0 0.1 0.7 0.1 0.9 0.1 1.7 1.9 1.9 1.7 1.9 1.9 Management pension liabilities: For those members of the Executive Board in the employ of SOK and for certain of the subsidiaries’ managing directors, the retirement age is 60–63 years. SECURED ASSETS AND CONTINGENT LIABILITIES 27. Contingent liabilities Pledges and contingent liabilities Loans secured by mortgages 0.0 0.1 0.1 Loans from financial institutions Mortgages Total mortgages given as security Loans secured by pledges 0.0 0.7 Loans from financial institutions Pledged hire purchase agreements Other creditors Book value of pledged shares Total pledges given as security 1.7 1.9 1.9 1.7 1.9 2.7 73 Financial Statements EUR million SOK CORPORATION 2005 2004 SOK 2005 2004 0.8 0.3 2.6 1.2 2.6 83.6 113.8 0.2 0.2 0.2 0.2 Loans secured by guarantees Loans from financial institutions Guarantees given Guarantees given, total 11.1 11.1 11.1 26.8 26.8 26.8 General security for liabilities Mortgages 18.9 19.5 0.8 13.8 87.0 101.6 2.6 13.5 101.3 117.4 Other security given Pledges Mortgages Guarantees Total Security given on behalf of Group companies Guarantees Security given on behalf of others’ liabilities Guarantees given on behalf of associated companies’ liabilities Guarantees given on behalf of cooperative enterprises’ liabilities Guarantees given on behalf of others’ liabilities Total 1.7 5.8 0.2 7.6 0.8 7.2 0.2 8.2 Security given on behalf of others Guarantees for liabilities of the cooperative enterprises 0.1 0.2 101.4 69.3 170.7 104.3 71.2 175.5 32.4 32.4 37.0 37.0 5.7 12.2 17.9 5.0 11.2 16.2 1.4 0.8 2.3 1.4 1.3 2.7 Other contingent liabilities Repurchasing liabilities: Hire purchase repurchasing liabilities Other repurchasing liabilities Total Leasing liabilities: Payable next year Payable in more than one year Total Rental liabilities: Rented business facilities used by the S Group are regularly secured with long-term contracts, for which the SOK Corporation bears rental liabilities. Other financial liabilities: The basic improvements and new structures in respect of the properties of Group companies involve a reduced value added tax return liability in accordance with Section 33 of the Value Added Tax Act. The return liability materialises if the premises for which reductions have been made are removed from the use entitling them to said reduction within the 5-year period specified by said act. 74 Financial Statements SOK CORPORATION Liability under derivative contracts, value of underlying assets, EUR million Value of underlying assets 31.12.2005 Of which value of underlying instruments of open agreements 31.12.2005 Value of underlying assets 31.12.2004 Of which value of underlying instruments of open agreements 31.12.2004 40.0 40.0 0.8 0.8 75.2 75.2 246.8 101.0 75.2 75.2 268.5 133.4 Currency derivatives Forward contracts 30.3 25.8 19.1 14.9 Electricity derivatives Forward contracts 22.6 11.4 20.8 7.9 24.3 24.3 2.2 2.2 3.1 3.1 0.6 3.9 3.3 1.1 1.1 0.4 0.4 Fair value 31.12.2005 Fair value of open agreements 31.12.2005 Fair value 31.12.2004 Fair value of open agreements 31.12.2004 -0.0 -0.0 0.0 0.0 0.1 -0.1 -1.0 -1.0 0.2 -0.2 -1.3 -1.3 Currency derivatives Forward contracts 0.2 0.1 -0.5 -0.5 Electricity derivatives Forward contracts 2.9 2.2 -0.7 -0.8 0.4 0.4 0.0 0.0 -0.1 -0.1 -0.0 0.1 0.1 0.1 0.1 0.0 0.0 Interest rate derivatives Forward contracts Option contracts Purchased Written Interest rate swaps Oil product derivatives Future contracts Option contracts Purchased Written Oat derivatives Future contracts Liability under derivative contracts, fair value, EUR million Interest rate derivatives Forward contracts Option contracts Purchased Written Interest rate swaps Oil product derivatives Future contracts Option contracts Purchased Written Oat derivatives Future contracts 75 Financial Statements SOK Liability under derivative contracts, value of underlying assets, EUR million Value of underlying assets 31.12.2005 Of which value of underlying instruments of open agreements 31.12.2005 Value of underlying assets 31.12.2004 Of which value of underlying instruments of open agreements 31.12.2004 40.0 40.0 45.8 45.8 75.2 75.2 246.8 101.0 75.2 75.2 268.5 133.4 Currency derivatives Forward contracts 59.2 1.3 31.5 3.9 Electricity derivatives Forward contracts 22.6 11.4 20.8 7.9 Fair value 31.12.2005 Fair value of open agreements 31.12.2005 Fair value 31.12.2004 Fair value of open agreements 31.12.2004 -0.0 -0.0 0.1 0.1 0.1 -0.1 -1.0 -1.0 0.2 -0.2 -1.3 -1.3 Currency derivatives Forward contracts 0.0 -0.0 0.1 0.0 Electricity derivatives Forward contracts 2.9 2.2 -0.7 -0.8 Interest rate derivatives Forward contracts Option contracts Purchased Written Interest rate swaps Liability under derivative contracts, fair value, EUR million Interest rate derivatives Forward contracts Option contracts Purchased Written Interest rate swaps In examining the overall risk position, the position of the balance sheet items that are to be hedged must be taken into account in addition to derivatives. The derivative contracts that were open at the end of the financial year have been used primarily to manage the Group’s foreign exchange, interest rate and price risks. The open interest rate swaps are from one month to nine years in length. Open electricity forwards will fall due within the next three years. Other open derivative contracts are under a year in length. The fair values of derivatives are based on market values or the present values of future cash flows. 76 Financial Statements SOK Corporation Key Ratios 2001– 2005 2001 2002 2003 2004 2005 2 915 2 998 3 112 3 781 4 209 Operating profit EUR million % of net turnover 35 1.2 55 1.8 46 1.5 53 1.4 62 1.5 Profit/loss before extraordinary items EUR million % of net turnover 39 1.3 55 1.8 52 1.7 54 1.4 69 1.6 Profit/loss before appropriations and taxes EUR million % of net turnover 33 1.1 55 1.8 52 1.7 54 1.4 69 1.6 Return on equity, % 7.5 9.9 7.0 9.0 11.8 Return on investment, % 6.4 8.4 6.9 7.2 7.6 33.2 34.1 32.9 30.2 28.4 Gross investment in fixed assets EUR million % of net turnover 31 1.1 43 1.4 56 1.8 53 1.4 68 1.6 Gearing, % 21 10 -2 -22 -25 4 203 4 126 4 557 4 494 4 346 Net turnover Equity ratio, % The average number of employees during the financial year converted to full-time staff CALCULATION OF KEY RATIOS Return on equity, % = Profit/loss after financial items + value adjustments on investments (nett) - income taxes x 100 Capital and reserves + minority interest, average Return on investment, % = Profit/loss after financial items + interest and other financial expenses + value adjustments on investments (nett) x 100 Total assets - non-interest-bearing liabilities - provisions, average Non-interest-bearing liabilities, EUR million 2001 472 2002 442 2003 483 2004 575 2005 657 Capital and reserves + minority interest x 100 Total assets - advances received Equity ratio, % = Gross investment in fixed assets = Acquisition costs of subsidiary shares and other fixed assets Gearing, % = Interest-bearing liabilities - liquid assets x 100 Capital and reserves + minority interest The average number of employees during the financial year converted to full-time staff Calculated as an average of the number of full-time equivalent employees at the end of each month 77 Financial Statements Executive Board’s Proposal for the Disposal of SOK’s Profit for the Year Surplus indicated in the income statement Surplus from the previous financial years Total EUR 31,962,564.33 EUR 336,173,838.27 EUR 368,136,402.60 The Executive Board proposes that the profit for the financial year of EUR 31,962,564.33 be used as follows: – to be transferred to the reserve fund in accordance with the company Statutes EUR 1,600,000.00 – paid as interest on the suplementary cooperative capital EUR 634,259.60 – distributed as interest on cooperative contributions paid by the cooperative enterprises by the beginning of the financial period EUR 6,398,325.00 – transferred to the Supervisory Board’s disposal fund EUR 50,000.00 – left in the retained earnings account EUR 23,279,979.73 Providing that the Cooperative Meeting approves the above proposal SOK’s capital and reserves will be: EUR 86,852,500.00 EUR 16,830,000.00 EUR 16,873,154.85 EUR 141,634.97 EUR 359,453,818.00 EUR 480,151,107.82 Cooperative capital Supplementary cooperative capital Legal reserve Supervisory Board’s disposal fund Retained earnings account Total Helsinki, 16 February 2006 Kari Neilimo 78 Jukka Salminen Esko Hakala Kuisma Niemelä Veli-Matti Puutio Ulla-Maija Tolonen Arto Hiltunen Kimmo Simberg Financial Pääjohtajan Statements katsaus Auditors’ Report To the members of Suomen Osuuskauppojen Keskuskunta We have audited the accounting records, the financial statements, the report on operations and the corporate governance of Suomen Osuuskauppojen Keskuskunta for the financial year 1 January – 31 December 2005. The Executive Board has prepared a report on operations and the financial statements, including the income statement, balance sheet, and cash flow statement of both the Corporation and the Cooperative as well as the notes to them. Based on our audit we express an opinion on the financial statements, the report on operations and the Cooperative’s corporate governance. The audit has been conducted in accordance with sound auditing procedure. The accounting records as well as the accounting policies, content and presentation of the financial statements and the report on operations have been examined to an extent sufficient to determine that there are no material errors or deficiencies. In auditing the corporate governance, we have examined the lawfulness of the activities of the members of the Supervisory Board and the Executive Board in accordance with the regulations of the Cooperative Societies’ Act. In our opinion the financial statements and the report on operations have been prepared in accordance with the Accounting Act and other rules and regulations concerning the preparation of financial statements and a report on operations. The financial statements and the report on operations provide correct and sufficient information, as intended in the Accounting Act, on the operational results of the Corporation and the Cooperative and their financial standing. The report on operations is fully consistent with the financial statements. The financial statements including the consolidated financial statements can be approved and the members of the Supervisory Board and Executive Board can be discharged from liability for the period audited by us. The proposal made by the Executive Board on the disposal of retained earnings is in compliance with the Cooperative Societies’ Act and the Cooperative’s Statutes. Helsinki, 9 March 2006 Tomi Englund Authorised Public Accountant Tapani Rotola-Pukkila Authorised Public Accountant Juhani Heiskanen Authorised Public Accountant Statement of the Supervisory Board In accordance with Item 2, Paragraph 1 of Section 13 of the Statutes of Suomen Osuuskauppojen Keskuskunta, the Supervisory Board has today examined the financial statements and consolidated financial statements prepared by the Executive Board for the 2005 financial year and acquainted itself with the Auditors’ Report. The Supervisory Board proposes as its statement to the Annual Cooperative Meeting that the financial statements and consolidated financial statements be adopted and that the Executive Board’s proposal concerning the profit for the financial year and shareholders’ equity be approved. The members whose term of office on the Supervisory Board expires are Jouko Härkönen, Leo Laukkanen, Seppo Linjakumpu, Ahti Manninen, Jorma Niiniaho, Arto Piela and Juha Vuorenhela. In place of the above-listed persons, it is proposed that at the Annual Cooperative Meeting a corresponding number of members be elected for the next three-year term of office. In addition, Kimmo Simberg’s membership of the Supervisory Board ended on 1 January 2006 following his election as a member of SOK’s Executive Board. Helsinki, 17 March 2006 SUOMEN OSUUSKAUPPOJEN KESKUSKUNTA For the Supervisory Board Otto Mikkonen Chairman Markku Viljanen Secretary 79 79 Photos: Lauri Mannermaa. Printed by MIKTOR 2006 Suomen Osuuskauppojen Keskuskunta (SOK) Fleminginkatu 34, Helsinki, Finland P.O.Box 1, FIN-00088 S GROUP, FINLAND Tel. +358 10 76 8011, telefax +358 10 76 82390 www.s-kanava.fi
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