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Page 1: Extraordinary General Assembly Meeting Pre-read Materialmyforumupload.com/ftpaccess/annem/CGF-2020-EGA-Pre... · 6/19/2020  · Dave LEWIS, Tesco, UK Ian McLEOD, Dairy Farm, China

Extraordinary General Assembly Meeting Pre-read Material

Friday 19th June 2020 (7am EDT / 1pm CET / 8pm JST)

Page 2: Extraordinary General Assembly Meeting Pre-read Materialmyforumupload.com/ftpaccess/annem/CGF-2020-EGA-Pre... · 6/19/2020  · Dave LEWIS, Tesco, UK Ian McLEOD, Dairy Farm, China

The Consumer Goods Forum EGA Pre-read – 19th June 2020. 2

Extraordinary General Assembly 19th June 2020 Table of Content

TABLE OF CONTENT Antitrust caution page 3 1. Draft agenda page 4

1.1 Checklist of requested EGA decisions page 5 1.2 Approval of the draft minutes of 14th June 2019 page 6

2. Governance page 9

2.1 Election of new Board members page 9 2.2. Amendments of the Governing Statutes page 11

3. Finance page 13

▪ 2019 Management report with statutory and consolidated accounts page 13

4. Membership page 19

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The Consumer Goods Forum EGA Pre-read – 19th June 2020. 3

Extraordinary General Assembly 19th June 2020 Antitrust Caution

"The association shall not enter into any discussion, activity or conduct that may infringe, on its part or on the part of its members, any applicable competition law. By way of example, members shall not discuss, communicate or exchange, any commercially sensitive information, including information relating to prices, marketing and advertising strategy, costs and revenues, trading terms and conditions with third parties, including purchasing strategy, terms of supply, trade programs, or distribution strategy." Legal counsel provided during the CGF Extraordinary General Assembly 19th June 2020 by Dr Philip Marsden.

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The Consumer Goods Forum EGA Pre-read – 19th June 2020. 4

Extraordinary General Assembly 19th June 2020 1. Draft Agenda

1. Adoption of the agenda

2. Approval of the minutes of the General Assembly held in Vancouver on 14th June 2019

3. Election of the new Board members:

a. Retailer College b. Manufacturer College

4. Board appointments for 2020 – 2021 period mandate for information: a. Governance Committee b. Finance Committee c. Coalition of Actions Co-Sponsors

5. Amendments to the Governing Statutes

6. Approval of the 2019 financial statements and report: a. Paris - Washington statutory accounts under French GAAP b. Consolidated IFRS financial statements including CGF Japan K.K. and CGF Colombia S.A.S. c. 2019 Management report

7. Managing Director’s report

8. Any other business

Please note that the meeting will be held in English.

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Extraordinary General Assembly 19th June 2020 1.1 Checklist of requested EGA decisions

1. Welcome & introduction ▪ Approve the Minutes from 14th June 2020

2. Board Governance ▪ Approve new Board members as recommended by the Board at its Nov 2019 meeting:

o Manufacturer College: Beth Ford (Land O’Lakes); Lawrence Kurzius (McCormick); Angela Liu (New Hope Liuhe); Noel Wallace (Colgate Palmolive);

o Retailer College: Tina Müller (Douglas Group); John Ross (IGA) ▪ Approve additional Board members as determined by the Board in its June 2020 meeting

3. Statutes ▪ Approve the revised statutes

4. Finance

▪ Approve the 2019 financial statements and Management report

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The Consumer Goods Forum EGA Pre-read – 19th June 2020. 6

Extraordinary General Assembly 19th June 2020

1.2 Approval of the draft Minutes of 14th June 2019

Summary of discussions

Özgür Tort, the incoming Retailer Co-chair of The Consumer Goods Forum welcomed the voting

members to the meeting and declared the General Assembly open.

Philip Marsden, counsel to the CGF Board, summarised the Antitrust Caution, which was acknowledged

by all members.

Peter Freedman, Managing Director of the CGF then introduced the agenda of the meeting.

1. Adoption of the Agenda

The Agenda of the General Assembly was adopted

2. Approval of the minutes of the Extraordinary General Assembly held in Singapore on 15th June 2018

The Minutes were approved

3. Approval of the 2018 accounts

In the absence of Jean-François Van Boxmeer, Peter Freedman presented an overview of the 2018

finances, along with the Management Report.

The members then approved the 2018 annual and consolidated accounts, the Management Report and

the appropriation of the results of each entity to the General Reserve.

4. Report of Peter Freedman, Managing Director

Peter Freedman reported that over the last 12 months, the CGF had made positive progress against

each of its four strategic priorities: (1) driving positive change through the work of the Pillars; (2)

engaging and growing the membership; (3) leading a two-way dialogue with member companies and

external stakeholders; and (4) making the CGF a great place to work. He also presented the 39 new

members who had joined the CGF since June 2018.

In closing, Peter thanked the CGF staff for the dedication and passion that they had brought to the CGF

over the last 12 months.

5. Change of international headquarters registered office

The members approved the decision to relocate the international headquarters office from its current

location at 42 – 44, rue du Gouverneur Général Eboué, 92130 Issy-les-Moulineaux to 47, rue Raspail, 92

300 Levallois – Perret (north western suburb of Paris) effective 9th September 2019.

6. Election of the Board for June 2019 – June 2021

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Peter introduced the new Board Members over the last year:

• Manufacturer College: Alan Jope (Unilever), Ramon Laguarta (PepsiCo), and Thibaut Mongon

(J&J Consumer)

• Retailer College: Edgard Bonte (Auchan); Richard Brasher (Pick n Pay); Andreas Gebhardt

(Cencosud); and Ian McLeod (Dairy Farm).

With these additions, the Retailer College counts now 28 members and the Manufacturer College 26.

The Retailer and Manufacturer Colleges’ were put to the vote and duly approved, as follows:

BOARD OF DIRECTORS FROM JUNE 2019-JUNE 2021

RETAILER COLLEGE MANUFACTURER COLLEGE

Co-Chair: Özgür TORT, Migros Ticaret, Turkey Vice Co-Chair: Daniel ZHANG, Alibaba, China

Co-Chair: Emmanuel FABER, Danone, France Vice Co-Chair: James QUINCEY, Coca-Cola, USA

Alexandre BOMPARD, Carrefour, France Mark BATENIC, IGA, USA Edgard BONTE, Auchan, France Richard BRASHER, Pick n Pay, South Africa Brian CORNELL, Target, USA Mike COUPE, Sainsbury, UK Klaus DOHLE, Dohle, Germany Andreas GEBHARDT, Cencosud, Chile Carlos Mario GIRALDO, Exito, Colombia Xiao An JI, Beijing Hualian, China Olaf KOCH, METRO AG, Germany Dave LEWIS, Tesco, UK Ian McLEOD, Dairy Farm, China Larry MERLO, CVS, USA Doug McMILLON, Walmart, USA Frans MULLER, Ahold Delhaize, The Netherlands Motoya OKADA, Aeon, Japan Stefano PESSINA, Walgreens Boots Alliance, UK Steve ROWE, Marks & Spencer, UK SEAH Kian Peng, NTUC Fairprice, Singapore Pedro SOARES DOS SANTOS, JMR, Portugal Lionel SOUQUE, REWE Group, Germany Per STRÖMBERG, ICA, Sweden Sadanobu TAKEMASU, Lawson, Japan Danny WEGMAN, Wegman's, USA Galen WESTON, Loblaw, Canada

Jean-Paul AGON, L’Oréal, France Guido BARILLA, Barilla, Italy Alex BONGRAIN, Groupe Savencia, France Steven A. CAHILLANE, Kellogg, USA Ian COOK, Colgate Palmolive, USA Magnus GROTH, Essity, Sweden Jeff HARMENING, General Mills, USA Yoshinori ISOZAKI, Kirin, Japan H. Fisk JOHNSON, SC Johnson, USA Alan JOPE, Unilever, The Netherlands/UK Max KOEUNE, McCain Foods, Canada Ramon LAGUARTA, PepsiCo, USA Brian McNAMARA, GSK Consumer Healthcare, UK Thibaut MONGON, Johnson & Johnson, USA Takaaki NISHII, Ajinomoto, Japan Grant REID, Mars, USA Michitaka SAWADA, KAO, Japan Daniel SERVITJE, Bimbo, Mexico Mark SCHNEIDER, Nestlé, Switzerland Richard SMUCKER, Smucker, USA David TAYLOR, Procter & Gamble, USA Jean-François VAN BOXMEER, Heineken, The Netherlands Hans VAN BYLEN, Henkel, Germany Dirk VAN DE PUT, Mondelez International, USA

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The Consumer Goods Forum EGA Pre-read – 19th June 2020. 8

6. Board committees

Peter presented the composition of the two main committees of the Board as follows:

GOVERNANCE COMMITTEE FROM JUNE 2019

Retailer Co‐Chair: Doug McMILLON, Walmart, USA

Manufacturer Co‐Chair: Richard SMUCKER, Smucker, USA

Özgür TORT, Migros Ticaret, Turkey Daniel ZHANG Alibaba, China Olaf KOCH, Metro, Germany Dave LEWIS, Tesco, UK

Emmanuel FABER, Danone, France James QUINCEY, Coca-Cola, USA Ian COOK, Colgate Palmolive, USA Hans VAN BYLEN, Henkel, Germany Grant REID, Mars, USA

FINANCE COMMITTEE FROM JUNE 2019

Retailer members Mark BATENIC, IGA, USA

Manufacturer members Treasurer: Jean-François VAN BOXMEER, Heineken, The

Netherlands

Pedro SOARES DOS SANTOS, JMR, Portugal H. Fisk JOHNSON, SC Johnson, USA

7. Any Other Business

As the members had no other points to add to the agenda, Peter and Özgür thanked the participants for

their time and declared the General Assembly closed.

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The Consumer Goods Forum EGA Pre-read – 19th June 2020. 9

Extraordinary General Assembly 19th June 2020

2.1. Governance – Election Board members New Board members since June 2019

The Board recommended 6 new Board members in its Nov 2019 meeting: Manufacturer College: Beth Ford (Land O’Lakes); Lawrence Kurzius (McCormick); Angela Liu (New Hope Liuhe); Noel Wallace (Colgate Palmolive); Retailer College: Tina Müller (Douglas Group); John Ross (IGA) With these additions, the Retailer College counts now 26 members and the Manufacturer College 27.

BOARD OF DIRECTORS AS OF MAY 2020 – BEFORE ADDITIONAL NOMINATIONS IN JUNE 2020

RETAILER COLLEGE MANUFACTURER COLLEGE

Co-Chair: Özgür TORT, Migros Ticaret, Turkey Vice Co-Chair: Daniel ZHANG, Alibaba, China

Co-Chair: Emmanuel FABER, Danone, France Vice Co-Chair: James QUINCEY, Coca-Cola, USA

Edgard BONTE, Auchan, France Alexandre BOMPARD, Carrefour, France Richard BRASHER, Pick n Pay, South Africa Brian CORNELL, Target, USA Klaus DOHLE, Dohle, Germany Carlos Mario GIRALDO, Exito, Colombia Xiao An JI, Beijing Hualian, China Olaf KOCH, METRO AG, Germany Ian McLEOD, Dairy Farm, China Doug McMILLON, Walmart, USA Frans MULLER, Ahold Delhaize, The Netherlands Tina MUELLER, Douglas, Germany Dave LEWIS, Tesco, UK Motoya OKADA, Aeon, Japan Stefano PESSINA, Walgreens Boots Alliance, USA John ROSS, IGA, USA Steve ROWE, Marks & Spencer, UK Seah Kian Peng, NTUC Fairprice, Singapore Pedro SOARES DOS SANTOS, JMR, Portugal Lionel SOUQUE, REWE Group, Germany Per STRÖMBERG, ICA, Sweden Sadanobu TAKEMASU, Lawson, Japan Danny WEGMAN, Wegman's, USA Galen WESTON, Loblaw, Canada

Jean-Paul AGON, L’Oréal, France Guido BARILLA, Barilla, Italy Alex BONGRAIN, Groupe Savencia, France Steven A. CAHILLANE, Kellogg, USA Beth FORD, Land O’Lakes, USA Magnus GROTH, Essity, Sweden Jeff HARMENING, General Mills, USA Yoshinori ISOZAKI, Kirin, Japan H. Fisk JOHNSON, SC Johnson, USA Alan JOPE, Unilever, The Netherlands/UK Max KOEUNE, McCain Foods, Canada Lawrence KURZIUS, McCormick, USA Ramon LAGUARTA, PepsiCo, USA Angela LIU, New Hope Liuhe, China Brian McNAMARA, GSK Consumer Healthcare, UK Thibaut MONGON, Johnson & Johnson, USA Takaaki NISHII, Ajinomoto, Japan Grant REID, Mars, USA Michitaka SAWADA, KAO, Japan Daniel SERVITJE, Bimbo, Mexico Mark SCHNEIDER, Nestlé, Switzerland Richard SMUCKER, Smucker, USA David TAYLOR, Procter & Gamble, USA Dirk VAN DE PUT, Mondelez International, USA Noel WALLACE, Colgate Palmolive, USA

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The Consumer Goods Forum EGA Pre-read – 19th June 2020. 10

6. Board committees

GOVERNANCE COMMITTEE FROM JUNE 2020

Retailer Co‐Chair: Doug McMILLON, Walmart, USA

Manufacturer Co‐Chair: Grant REID, Mars, USA

Özgür TORT, Migros Ticaret, Turkey Daniel ZHANG Alibaba, China Olaf KOCH, Metro, Germany Dave LEWIS, Tesco, UK

Emmanuel FABER, Danone, France James QUINCEY, Coca-Cola, USA Dirk VAN DE PUT, Mondelez International, USA To be confirmed

FINANCE COMMITTEE FROM JUNE 2020

Retailer members Pedro SOARES DOS SANTOS, JMR, Portugal

Manufacturer members H. Fisk JOHNSON, SC Johnson, USA (Treasurer)

Klaus DOHLE, Dohle Foods, Germany Brian McNAMARA, GSK Consumer, UK

COALITION OF ACTION SPONSORS

Coalition of Action Manufacturer Sponsor Retailer Sponsor

Collaboration for Healthier Lives Mark Schneider, Nestlé Frans Muller, Ahold Delhaize

Plastic Waste Alan Jope, Unilever Galen Weston, Loblaw

Food Waste Max Koeune, McCain Foods Dave Lewis, Tesco

Forest Positive Grant Reid, Mars Alexandre Bompard, Carrefour

Human Rights/Forced Labour Emmanuel Faber, Danone Olaf Koch, Metro

Sustainable Supply Chain Richard Smucker, JM Smucker Vacant

Global Food Safety Initiative Dirk van de Put, Mondelez Danny Wegman, Wegmans

Product Data David Taylor, Procter & Gamble Olaf Koch, Metro

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The Consumer Goods Forum EGA Pre-read – 19th June 2020. 11

Extraordinary General Assembly 19th June 2020

2.1. Governance – Statutes

Amendments to the Governing Statutes (new version)

The main changes are listed below in their current and proposed new version. In addition to these changes we have made other minor changes mainly linked to mentions that were

obsolete and to make various adjustments in the bilingual version. These changes can be consulted

here.

Article 4 - International Headquarters – changed to new address and EGA as necessary for statutory

changes

4.1 The Registered Office shall be at 47, rue Raspail, 92300 Levallois - Perret, France.

4.2 This office may be transferred to any other premises in the same city by a decision of the Board

of directors and to any other city by a decision taken in an Extraordinary Meeting of the Assembly.

Article 6 – Composition of the Association – updates language to recognize digital platforms and

marketplaces

6.2 1) Full Members shall be

- Retailer and wholesaler companies, digital platforms and marketplaces in the

consumer goods sector, and

- Manufacturers of consumer goods.

Article 13 - Board Meetings – establishes the option to hold teleconference and remote voting

13.6 The Board meetings can be held via teleconference. Decisions can be subject to remote voting.

Article 20 - Functions of the Governance Committee – these functions, now provided by the GC were

previously listed as those of the Strategy Advisory Committee which was disbanded in 2014

l) Advise the Board on the general strategy of the Association as well as on the strategy and

ambition level of relevant priorities, working groups or other Association initiatives.

Deleted Article 23 and Article 24 Board Strategy Advisory Committee – Recognises that the

Committee has not been established since 2014 and that its functions are effectively performed by

the GC

Article 26 (formerly 28) - Participation and voting procedures - establishes the option to hold

teleconference and remote voting and allows minutes to be approved immediately rather than

waiting 1 year as previously

26 All resolutions of the General Assembly (ordinary or extraordinary) shall be recorded in official

minutes, circulated to all Members, and be submitted for approval at the end of the meeting. The

General Assemblies can be held via teleconference. Decisions can be subject to remote voting.

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Article 27 (formerly 29) - Resources – recognizes existing sources of revenues – e.g. GFSI certificate

fees

d) From revenues for benchmarking schemes and certificate fees

e) From miscellaneous revenue

Article 28 (formerly 30) - Reserve Funds – recognises the decision of Retailer College and Board on

June 13, 2018 to allocate the majority of CIES reserves to the General Reserve

Any reserves accumulated by CIES – The Food Business Forum – by 30th June 2009 which have not

been allocated to the General Reserve remain at the disposal of the Retailer College for its specific

activities until the Retailer College decides otherwise.

Article 31 (new) - Version – recognizes the (pre-existing) primacy of the French language statutes

31 These statutes are drawn up in French and English. Only the French version will prevail in

accordance with French laws.

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The Consumer Goods Forum EGA Pre-read – 19th June 2020. 13

Extraordinary General Assembly 19th June 2020 2. Finance – Management report

MANAGEMENT REPORT FOR THE YEAR ENDED DECEMBER 31, 2019 1 - PRESENTATION ANNUAL ACCOUNTS The annual accounts for the year ended December 31, 2019 have been prepared in accordance with the rules and methods set out in the current regulations. We are submitting two sets of accounts to the General Assembly for approval: The statutory accounts of the Paris-Shanghai-Washington entity under French GAAP and the consolidated accounts including the Japanese and Colombian subsidiaries under IFRS. 2 – PRINCIPAL ACTIVITIES AND FINANCIAL RESULTS The principal activity of The Consumer Goods Forum (“CGF”) is to support the global adoption of

practices and standards that serve the consumer goods industry worldwide. Its activities are organised

around the following strategic priorities: Environmental & Social Sustainability, Product Safety, Health &

Wellness and End-to-End Value Chain & Standards, each of which is central to better serving consumers.

CGF is headquartered in France with international offices in Washington D.C., Bogotà, Tokyo and

Shanghai. Services to members and non- members include the organization of international

conferences, technical Food Safety and Sustainability standard benchmarking, and resources (toolkits,

podcasts, case studies…) that help members implement key commitments and resolutions.

The key financial performance indicators during the year are shown in Table 1 and 2 below. The accounts of fiscal year 2018 are included for comparison. The statutory accounts cover CGF’s activities in Paris, Bogota (1 – 6/2019), Washington and Shanghai. Activities in Tokyo and Bogotà (7 – 12/2019) are included in the consolidated accounts. Table 1: Paris - China - Washington statutory accounts under French GAAP

(in K€) 12/31/2019 12/31/2018 variance

Turnover 15 396 14 628 768

Operating income 15 390 14 633 756

Operating expense (14 924) (14 486) (438)

Operating surplus 472 147 324

Financial income (loss) 54 63 (9)

Surplus before taxes and exceptional 526 210 315

Other non-operating income and expenses (54) (3) (51)

Income taxes (82) (29) (53)

Net Surplus statutory accounts 390 179 211

Table 2: Consolidated IFRS financial statements including CGF Japan K.K. and CGF Colombia S.A.S.

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(in K€) 12/31/2019 12/31/2018 variance

Operating income 15 094 14 194 900

Operating expense (14 618) (14 092) (526)

Operating surplus 477 102 375

Financial income (loss) 29 119 (93)

Surplus before taxes 506 220 286

Income taxes (103) (27) (76)

Group net surplus IFRS accounts 403 193 210

For the fiscal year ending 31st December 2019, total revenues amounted to 15 094K € compared to

14 194K € in the previous year. The difference is due to additional membership dues revenues with the

recruitment of 39 members and the USD/EUR exchange rate on membership dues collected in USD – a

positive variance of 100K €. The Board fee was increased from 5K € to 15K € adding + 529K €. Revenues

from events were slightly lower with less local GFSI Focus Days.

Direct costs of pillars were 1 549K €, compared to 1 595K € in the previous year, a consequence of less

GFSI events.

Membership management costs amounted to 602K € compared to 571K €, a result of more travel

related to membership engagement.

Employee costs amounted to 6 889K € compared to 6 668K € for the previous year.

The increase is due to the hire of 2 staff members to support the Sustainability pillar, a GFSI staff

member based in Washington DC and a Manager to support our Collaboration for Healthier Lives pilots

in Latin America. There was an increase in recruitment fees linked to some staff turnover. The average

number of employees was 58 compared to 54 in the previous year with recruitments in Sustainability

and some temporary staff in the regions.

Other operating expenditure amounted to 1 588K € versus 1 140K € in 2018. CGF’s headquarters’ offices

were moved from Paris suburb Issy-les-Moulineaux to Levallois-Perret in September 2019 for a 9-year

lease with a 6-year fixed term. Once off costs recorded under exceptional costs amounted to 58 K €

with an additional 95 K € for double rent and refurbishment as well as some expense for IT and Telecom

equipment. The 2018 November Board was kindly hosted by Metro versus + 59K € expense for the

Washington D.C. edition in 2019. Accounting expense increased by 62 K € as CGF hired an international

accounting firm to support to 4 regional offices and audit expense by 10 K € due to a change in the

accrual method for audit fees for the Washington office. Following fiscal advise CGF opened a subsidiary

in Bogotà, Colombia on June 25th 2019 with the same activities as the previous representative office,

which generated some legal and audit fees. Exceptional expense includes a 36 K € provision for an HR

conflict with a former employee.

The 2019 operating surplus before interest and exchange differences was 477K € compared to 102K € in

the previous year.

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Exchange difference was at 36K € in 2019 against 94K € in 2018.

The result before tax amounted to a gain of 506K € against 220K € in the previous year.

The net surplus is at 403K € for the year ending 31st December 2019 compared to 193K € for the

previous year.

Any further explanations, regarding accounting rules and methods are presented in the notes to the financial statements. 3 – RESERVES AND RISKS Table 3: Reserves

(in K€) 12/31/2019 12/31/2018 variance

Retail college reserves 500 500 0

Other reserves 8 435 8 263 172

Translation adjustment (457) (485) 28

Surplus of the year 403 193 210

Total reserves 8 881 8 471 410

At the end of 2019 statutory reserves stood at € 8,9 m, including the Retailer Reserve. The CGF’s cash position in March 2020 is € 10 m; cash not needed is placed on deposit (0,1 %) at CIC, an A+ rated French bank. There is no legal obligation for CGF to build financial reserves but the Finance Committee believes that a prudent level of reserves would be the sum of a) the cost of winding up the association (estimated at the end of 2020 as € 6,1 m) and b) an additional reserve to cover identified in-year operational risks (estimated at a further € 1 m). The combined target reserves are thus € 7,1 m meaning CGF currently has a surplus over this target of

€ 1,8 m. From a legal point of view there is no separation between the general and Retailer reserves, in

case of a dissolution, all assets would be used to cover wind up costs.

4 – SIGNIFICANT EVENTS SINCE YEAR END CLOSING The effects of the measures taken to limit the spread of COVID-19 are unknown and uncertain on the 2020 accounts at this stage, however, they could affect the level of turnover and cash due to the cancellation of the 2020 Global Summit. 5- ALLOCATION OF THE RESULTS OF THE PAST FISCAL YEAR The 2019 accounts have received a clean audit report, have been reviewed by the Finance Committee and will be submitted to the Board on June 17th 2020. We are asking the General Assembly to approve the Managing Director’s report, the 2019 annual accounts which result in a surplus of 390 K €, the consolidated accounts which result in a profit of 403 K € and to allocate the results of each entity to the corresponding General Reserve. Pursuant to the provisions of Article 213 bis of the French General Tax Code, we inform you that no dividends have been distributed by the association to date.

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6- SUBSIDIARIES AND PARTICIPATIONS The association has two subsidiaries, The Consumer Goods Forum Japan K. K. and The Consumer Goods Forum Colombia S.A.S which are both 100 % owned by CGF. 7-INFORMATION ABOUT PAYMENT DELAYS

Shown in the table below is the breakdown of the balance of debts at the end of the fiscal year owed to suppliers and clients by maturity date: 7.1 – Accounts payable - Unpaid payables at 31.12.2019 for which the term has expired (in K€):

Accounts Payables

2019

Number of

invoices Amount incl. VAT

% of total

purchase incl. VAT

up to 30 days 13 64 0,7%

from 30 to 60 days 8 37 0,4%

from 60 to 90 days 1 0,3 0,003%

more than 90 days 40 121 1,3%

Total 62 222 2,4%

7.2 – Accounts receivable - Unpaid receivables at 31.12.2019 for which the term has expired (in K€)

Accounts Receivables

2019

Number of

invoices Amount incl. VAT

% of balance

against total

operating income

incl. VAT

up to 30 days 15 490 3,2%

from 30 to 60 days 216 640 4,2%

from 60 to 90 days 0 0 0%

more than 90 days 81 374 2,5%

Total 312 1504 9,9%

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8 – EXPENSES AND CHARGES FISCALLY NON-DEDUCTIBLE

No charges or expense referred to in Articles 39-4 and 39-5 of the General Tax Code were recorded during the previous financial year.

9 – FUTURE DEVELOPMENTS - 2020 Membership Dues: We are anticipating a € 0,15 m membership dues increase with a modest provision

for new members and some additional Board members confirmed in November 2019.

Pillar revenues and expense: GFSI revenues will decrease with less event revenues from Focus Days. We

are evaluating any potential impact on revenues from GFSI certificate fees due to Covid19. We will raise

funding for the launch of the Sustainability Coalitions of Action’s from participating member companies

to cover project expense.

Event net contribution will be severely impacted by the cancellation of the Global Summit and Future

Leaders Programme as well as some regional events as a result of the pandemic Covid19. We continue

to seek to minimise cancellation fees for the rental of the venue and other supplier commitments. The

Global Food Safety Conference held in Seattle in March just before the outbreak in the US attracted over

1000 delegates and generated a € 1 m net contribution.

Operating Expense: We have stopped all recruitments for 2020 and decreased discretionary expense

such as travel.

10 – 2021 OUTLOOK At this point (May 2020) it remains hard to predict the impact that the global Covid-19 pandemic and its

aftermath will have on the CGF’s finances in 2021. We depend on two main sources of revenue (net

contribution from events and membership dues) and 65% of the cost base is driven by payroll. On

balance it seems likely that we will again be able to hold revenue-generating events in 2021, but these

may be at reduced scale compared to normal times, require additional costs to address safety issues, or

otherwise be constrained. Continued growth in the number of CGF membership may be constrained by

the financial pressures on companies, particularly amongst smaller members and service providers, and

may even decline.

Given these risks to revenue, we will continue to scrutinise carefully all line items in the CGF’s cost base,

including payroll. Overall, we expect the 2021 result to lie somewhere between those of 2019 and 2020.

In that light it may be prudent to raise membership dues in 2021 in order to replenish the CGF’s

reserves, which will be significantly depleted in 2020, back to the target level.

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Extraordinary General Assembly 19th June 2020

3. Membership

32 new members have joined the CGF since June 2019

Retailers (12)

Member Business Contact

ALDI SOUTH GROUP Aldi South is a leading international retailer today.

Christopher Schwaiger, CEO

ARAZ SUPERMARKET LLC Araz Supermarkets is a small family owned operator and is the leading Grocery Retailer in Azerbaijan.

Holger Wagner, Chairman of the Board of Directors

EUROPRIS ASA Europris is chain based in Norway, which sells wholesale goods from over two hundred mostly franchise- based stores in Norway.

Petter Wilskow, Head of CSR

LENTA, OOO Lenta is one of the largest retail chains in Russia and the country's largest hypermarket chain. The company was founded in 1993 in St. Petersburg. Lenta operates 249 hypermarkets in 88 cities across Russia and 131 supermarkets in Moscow, St. Petersburg, Siberia, Urals and the Central region.

Maria Matuzova, Managing Director

PARFÜMERIE DOUGLAS DEUTSCHLAND GMBH

The German Parfümerie Douglas is an internationally operating perfumery chain.

Tina Müller, CEO

PJSC MAGNIT Magnit is one of Russia's largest food retailers. It was founded in 1994 in Krasnodar. As of March 2016, the company had 12,434 stores in 2,385 locations. They include 9,715 convenience stores, 225 hypermarkets, 2,337 Magnit Cosmetics stores and 157 Magnit family stores.

Jan Dunning, President & CEO

RAKUTEN Rakuten, Inc. is a Japanese electronic commerce and online retailing company based in Tokyo. Its B2B2C E-Commerce platform Rakuten Ichiba is the largest e-commerce site in Japan and among the world's largest by sales

Yuko Oki, Managing Director, Global Business Partnership

SODEXO Sodexo, headquartered in France, is the world's #2 contract foodservice provider, with operations in about 80 countries.

Neil Barrett, Group Senior Vice President Corporate Responsibility

SUPERMERCADOS PERUANOS

Supermercados Peruanos S.A. is the second largest supermarket chain in Peru.

Juan Carlos Vallejo, CEO

UNION COOPERATIVE SOCIETY

Union Coop is the largest consumer cooperative in UAE.

Khalid Humaid Al Falasi, CEO

WOOLWORTH Woolworths Group Limited is a major Australian company with extensive

Brad Banducci, CEO and Managing Director

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retail interest throughout Australia and New Zealand.

X5 RETAIL GROUP X5 Retail Group is a leading Russian food retailer. The Company operates several retail formats: proximity stores under the Pyaterochka brand, supermarkets under the Perekrestok brand and hypermarkets under the Karusel brand.

Sergei Goncharov, CEO

Manufacturers (8)

BEIERSDORF AG Beiersdorf AG is a German multinational company that manufactures personal-care products and pressure-sensitive adhesives.

Stefan De Loecker, CEO

GRUPO ALEN A non-food Mexican manufacturer, with presence in USA and Central America

Mauricio Garcia, CEO

KERRY GROUP PUBLIC LIMITED COMPANY

One of the largest food companies in Europe, Irish Kerry's primary business is ingredients. These include breadings, seasonings, flavorings, fruit preparations, and dairy-based ingredients, all of which it sells to food processors and pharmaceutical manufacturers. It also offers processed meats, frozen entrees, flour, dairy products and juices.

Gerry Behan, President & CEO Kerry Taste & Nutrition

LA LORRAINE BAKERY GROUP

La Lorraine Bakery Group NV is a Belgian family group active in the milling and bakery sector and is the largest industrial bakery in Belgium.

Guido Vanherper, CEO

LAND O LAKES Land O' Lakes, is a Minnesota-based agricultural cooperative that produces consumer dairy as well as animal feed, crop seeds and crop protection products.

Beth Ford, CEO & Peter Kappelman, SVP

RECKITT BENCKISER Reckitt Benckiser is a British multinational consumer goods company which produces health, hygiene and home products. The company was formed in 1999 by the merger of British company Reckitt & Colman plc and Dutch company Benckiser NV.

Miguel Veiga Pestana, SVP Corporate Affairs & Sustainability

STRAUSS GROUP LTD Strauss Group Ltd. is among the largest food products manufacturers in Israel. Strauss Group focuses on dairy products, coffee, water, snacks, salads, and dips. Its subsidiary Strauss Coffee is a leading coffee company in Eastern Europa and Brazil.

Ms. Ofra Strauss, Chairperson

TSINGTAO BREWERY

Tsingtao Brewery is China's second largest brewery, with about 15% of domestic market share.

Jinliang ZHAO, GM

Service Providers (12)

A.P. MØLLER - MÆRSK A/S Oceangoing containers mean big money for A.P. Moller - Maersk. Operating in about 130 countries, the conglomerate specializes in global container shipping and related services.

Johanna Hainz, Global Head of Retail

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EOLAS INTERNATIONAL They form key partnerships with their clients’ providing services to their quality, sales & marketing and research & development functions. Product Quality and consumer experience are at the heart of all their business functions.

Aiden Lee, CEO

EXTENSIVE STANDARD TECHNICAL SERVICES

ESTS is a global professional third-party certification body & audit firm with operators spanning China, Asia, Middle East, Europe , Africa & South America.

Rainfall Wu, Managing Director

GFK SE One of Europe's largest market research firms (and #4 worldwide), GfK (Growth from Knowledge) tracks consumers' tastes in and purchases of grocery and nonfood items, broadcast media, pharmaceuticals, and other merchandise and services worldwide.

Peter Feld, CEO

HUHTAMÄKI OYJ The Finnish giant manufactures rigid, thin-walled plastic and paper packaging, as well as molded fiber to hold consumer goods.

Wouter van Tol, Head of Corporate Responsibility

IRI IRI is a Chicago-based market and consumer research company.

Andrew Appel, CEO

JYVE San Francisco-based technology start-up Marco DiMarino, VP, Strategy

MICROSOFT Technology Company. Cath Brands, Global Industry Marketing Director - Retail & Consumer Goods

SES-IMAGOTAG This French company designs and makes wireless communication products, namely electronic labels for store shelves that display product information and enable rapid price changing

Thierry Gadou, Group Chairman & CEO

SMOLLAN INTERNATIONAL FZ-LLC

Smollan is an international leading retail solutions company servicing brands and retailers across over 60 countries.

David Smollan, CEO

SYNDIGO A Chicago based service provider of consumer product information and content from supply chain to end customer utilization & end-to-end product content experience across multiple industries.

Chris Barnes, CEO

TOPCO Chicago-based, private label broker Topco Randy Skoda, President & CEO