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Campari Group-Annual report at 31 December 2019
CAMPARI GROUP
ANNUAL REPORT FOR THE YEAR ENDED
31 DECEMBER 2021
Campari Group-Annual report at 31 December 2019
Intentionally blank page
Campari Group-Annual report for the year ended 31 December 2021
Index
Disclaimer
This document was not made available to the public with a signed version, which is retained at the Group corporate office.
Relazione sulla Giestione
4
Intentionally blank page
Campari Group-Annual report for the year ended 31 December 2021
- Relazione finanziaria annuale al 31 dicembre 201
5
About this report
Note on presentation
The
annual
report
for
the
year
ended
31
December
2021
was
prepared
in
accordance
with
the
International
Financial
Reporting
Standards
(‘IFRS’),
issued
by
the
International
Accounting
Standards
Board
(‘IASB’),
as
adopted
by
the
European
Union
and
with
Part
9
of
Book
2
of
the
Dutch
Civil
Code.
The
designation
IFRS
also
includes
International
Accounting
Standards
(‘IAS’)
as
well
as
all
the
interpretations
of
the
International
Financial
Reporting
Standards
Interpretation
Committee
(‘IFRS
IC’),
formerly
the
Standard
Interpretations Committee (‘SIC’).
In
accordance
with
articles
15
and
18
of
Consob
Regulation
20249
of
28
December
2017
concerning
‘Conditions
for
the
listing
of
shares
of
parent
companies
that
control
companies
incorporated
under
and
regulated
by
the
law
of
countries
other
than
EU
Member
States’,
the
parent
company
Davide
Campari
Milano
N.V.
has
identified
its
significant
subsidiaries
as
defined
article
15,
paragraph
2,
of the above-mentioned Regulation, and verified that the conditions set out in paragraphs b) and c) of article 15 have been met.
Forward-looking statements
Campari
Group’s
annual
report
contains
forward-looking
statements
that
reflect
management’s
current
view
of
the
Group’s
future
development.
All
statements
other
than
statements
of
historical
fact
set
forth
in
this
annual
report
regarding
Campari
Group
business
strategy,
such
as
future
operations
and
businesses,
management’s
plans
and
objectives,
are
forward-looking
statements.
In
some
cases,
words
such
as
‘may’,
‘will’,
‘expect’,
‘could’,
‘should’,
‘intend’,
‘estimate’,
‘anticipate’,
‘believe’,
‘outlook’,
‘continue’,
‘remain’,
‘on
track’,
‘design’,
‘target’,
‘objective’,
‘goal’,
‘plan’
and
similar
expressions
are
used
to
identify
forward-looking
statements
that
contain
risks
and
uncertainties
that
are
beyond
the
control
of
the
Group
and
call
for
significant
judgement.
Should
the
underlying
assumptions
turn
out
to
be
incorrect
or
if
the
risks
or
opportunities
described
materialise,
the
actual
results
and
developments
may
materially
deviate
(negatively
or
positively)
from
those
expressed
by
such
statements.
The
outlook
is
based
on
estimates
that
Campari
Group
has
made
on
the
basis
of
all
the
information
available
at
the
time
of
completion
of
this
annual
report.
The
actual
impact
of
Covid-19
and its associated operating environment may be materially different from management’s expectations.
Factors
that
could
cause
the
actual
results
and
developments
to
differ
from
those
expressed
or
implied
by
the
forward-looking
statements
are
included
in
the
section
‘Risk
management
and
Internal
Control
System’
of
this
annual
report.
These
factors
may
not
be
exhaustive
and
should
be
read
in
conjunction
with
the
other
cautionary
statements
included
in
this
report.
Forward-looking
statements made in this annual report shall be evaluated in the context of these risks and uncertainties.
Campari
Group
does
not
assume
any
obligations
or
liability
in
respect
of
any
inaccuracies
in
the
forward-looking
statements
made
in
this
annual
report
or
for
any
use
by
any
third
party
of
such
forward-looking
statements.
Campari
Group
does
not
assume
any
obligation
to update any forward-looking statements made in this annual report beyond statutory disclosure requirements.
Information on the figures presented
All references in this annual report are expressed in ‘Euro’ or ‘€’.
For
ease
of
reference,
all
the
figures
in
this
annual
report
are
expressed
in
millions
of
Euro
to
one
decimal
place,
whereas
the
original
data
is
recorded
and
consolidated
by
the
Group
in
Euro.
Similarly,
all
percentages
relating
to
changes
between
two
periods
or
to
percentages
of
net
sales
or
other
indicators
are
always
calculated
using
the
original
data
in
Euro.
The
use
of
values
expressed
in
millions of Euro may therefore result in apparent discrepancies in both absolute values and data expressed as a percentage.
For
information
on
the
definition
of
the
alternative
performance
measures
used,
see
paragraph
‘Definitions
and
reconciliation
of
the
Alternative
Performance
Measures
(APMs
or
non-GAAP
measures)
to
GAAP
measures’
in
the
dedicated
paragraph
of
this
annual
report.
The
language
of
this
annual
report
is
English.
Certain
legislative
references
and
technical
terms
have
been
cited
in
their
original
language so that the correct technical meaning may be ascribed to them under applicable law.
Campari Group-Annual report for the year ended 31 December 2021
- Relazione finanziaria annuale al 31 dicembre 201
6
European Single Electronic Format requirements
The
Transparency
Directive
1
,
requires
all
natural
and
legal
person
with
securities
listed
on
a
European
stock
exchange
to
prepare
their
annual
financial
reports
in
compliance
with
the
European
Single
Electronic
Format,
or
ESEF.
The
entire
annual
financial
report,
i.e.
including
ad
minima
the
audited
financial
statements
and
the
management
board
report,
shall
be
prepared
in
xHTML
format.
Specifically,
issuers
preparing
IFRS
consolidated
financial
statements
shall
mark
up
those
using
Inline
XBRL
and
prepare
a
single
report
ESEF
compliant
package.
To
facilitate
the
introduction
of
the
new
rules,
only
the
consolidated
primary
financial
statements
and
certain administrative information shall meet the ESEF requirements for the first year of application.
During
December
2020,
the
European
Parliament
and
the
Council
included
an
amendment
to
the
Transparency
Directive
allowing
for
a
1-year
postponement
to
1
January
2021
of
the
obligation
for
listed
companies
to
draw
up
and
publish
their
annual
financial
reports
in
accordance
with
ESEF.
The
ESEF
postponement
was
adopted
as
a
supplementary
measure
to
help
the
recovery
from
the
Covid-
19 pandemic
Campari
Group
managed
ESEF
by
leveraging
on
a
dedicated
IT
software,
allowing
to
comply
with
the
new
regulation.
In
accordance
with
ESEF
Regulation,
Campari
Group
implemented
the
2020
ESEF
XBRL
Taxonomy
file
as
reference
taxonomy
for
the
2021
annual
accounts. This annual report is therefore ESEF compliant.
1
Directive
2004/109/EC
of
the
European
Parliament
and
of
the
Council
of
15
December
2004
on
the
harmonisation
of
transparency
requirements
in
relation
to
information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC.
Campari Group-Annual report at 31 December 2020
- Relazione finanziaria annuale al 31 dicembre 2019
7
Campari Group-Annual report at 31 December 2020
Intentionally blank page
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
9
Campari Group’s identity and business overview
Campari Group at a glance
Campari
Group,
a
leading
company
in
the
global
branded
spirits
industry,
was
founded
in
Milan
in
1860,
when
Gaspare
Campari
created
the
world-famous
red
aperitif.
With
a
portfolio
of
more
than
50
premium
and
super
premium
brands
owned
and
with
leadership
positions
in
Europe
and
the
Americas,
Campari
Group
is
today
the
sixth-largest
player
in
the
global
premium
spirits
industry.
Its
brands
are
distributed
in
190
markets
through
a
direct
distribution
network
in
22
countries
and
are
manufactured
in
22
production
facilities
around
the
world.
With
an
official
seat
in
the
Netherlands
,
Campari
Group
is
headquartered
in
Sesto
San
Giovanni
(Milan),
Italy,
and
employs
approximately 4,000 people around the world.
Full year 2021 results-Key highlights
Campari
Group
achieved
double-digit
sales
organic
growth
in
2021
driven
by
continued
strong
and
healthy
brand
momentum.
Despite
the
challenges
of
logistic
constraints
and
the
initial
effect
of
cost
inflation
towards
the
year
end,
full
year
2021
results
showed
a
strong
recovery
versus
the
year
before
and
benefitted
from
also
an
overall
increased consumption and penetration of its brands compared to pre-pandemic levels.
In
terms
of
profitability,
it
achieved
a
strong
EBIT
(2)
growth
and
margin
expansion
mainly
driven
by
favourable
sales
mix
and
operating
leverage
thanks
to
strong
topline
growth,
which
enabled
in
particular
sustained
brand
building investments to fuel strong brands.
Thanks
to
the
very
healthy
cash
flow
generation
driven
by
the
solid
business
performance,
Campari
Group
achieved
a
significant
de-leverage
with
net
debt
to
EBITDA-adjusted
(2)
ratio
down
to
the
current
1.6
times
at
year
end.
The Board of Directors proposed a full year dividend of €0.06 per share.
for the year ended 31 December
Group net profit-adjusted
Basic earning per share (€)
Diluted earning per share (€)
0.25
0.16
Basic earning per share (€) adjusted
ʿ²ʾ
0.27
0.18
Diluted earning per share (€) adjusted
ʿ²ʾ
0.27
0.17
Average number of employees
(1)
Sales net of excise duties.
(2)
For
information
on
the
definition
of
alternative
performance
measures,
see
the
paragraph
‘Definitions
and
reconciliation
of
the
Alternative
Performance
Measures
(APMs or non-GAAP measures) to GAAP measures’ of this annual report.
(1)
Number of employees as of 31 December 2021.
The
shares
of
the
parent
company,
Davide
Campari-Milano
N.V.
(Reuters
CPRI.MI-Bloomberg
CPR
IM),
have
been listed on the Italian Stock Exchange since 2001.
absolute share performance
total shareholder returnʿ¹ʾ
(1)
Total return with dividend reinvested (annualised). Source: Bloomberg.
(2)
Initial public offering date: 6 July 2001.
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
10
Key Non-Financials
Our people
•
6.7% voluntary people turnover in 2021 (4.0% in 2020).
•
51.6% Camparistas who decided to join the ESOP during 2021 (Employee Share Ownership Plan).
Responsible practices
•
100%
communication
containing
Responsible
Drinking
Messages
(RDMs)
in
2021
(unchanged
compared
with 2020).
•
Responsible
communication
e-learning
for
100%
marketing
community
activated
in
2021
(in
2020
the
project was approved and planned for 2021).
Environment
•
-24% MJ/L energy consumption
2
in 2021 (-4% MJ/L in 2020).
•
-26% L/L water consumption
3
in 2021 (-16% L/L in 2020).
2
Between FY 2021 and FY 2020
3
Between FY 2021 and FY 2020
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
11
Campari Group emerging stronger from Covid-19
The
Covid-19
(‘Coronavirus’)
pandemic,
which
began
in
2020
and
had
a
huge
impact
on
the
world,
still
persists.
The
global
recovery
continues
with
different
paths
country
by
country,
mainly
thanks
to
progress
of
vaccination
campaigns,
nonetheless
uncertainty
remains
due
to
the
continued
emergence
of
new
appearing
variants.
Specifically,
in
many
regions
where
vaccination
rates
remain
low,
such
as
some
emerging
markets,
new
localised
lockdowns
and
renewed
uncertainty
occurred.
Trade
has
largely
returned
to
pre-pandemic
levels,
but
tensions
have
emerged
over
supplies
of
commodities
and
intermediate
inputs,
partly
due
to
the
rapidity
of
the
recovery,
as
well
as
logistics
services,
currently
facing
significant
constraints
across
global
markets.
The
health
situation
seems
to
be
improving
overall
despite
the
periodic
onset
of
new
pandemic
waves,
thanks
largely
to
greater
awareness
of
the
prophylaxis
to
be
followed
to
treat
the
disease
and
the
ability
of
government
policies
to
manage
specific
emergencies in a patchy way instead of applying global measures.
In
July
2021
the
regulation
on
the
European
Covid
Digital
Certificate
(‘EUDCC’),
also
known
as
‘green
pass’,
came
into
force
in
the
European
Union,
allowing
safe
travelling
among
EU
Member
States.
The
green
pass
was
also
used
by
some
governments
to
allow
safe
access
to
indoor
spaces,
including
restaurants
and
bars
as
well
as
workplaces.
Progressively
during
the
year
consumers
started
overall
to
return
to
enjoy
a
renewed
conviviality
that
is
characterized
by
a
new
awareness
linked
to
the
way
of
being
together
in
a
safe
environment.
The
on-premise
channel
trend
demonstrated
the
human
desire
to
socialise
remains
strong
and
the
physical
distancing
rules
have
prompted
the
development
of
new
occasions
for
consumption
as
people
attempt
to
make
bar-quality
drinks
at
home
as
a
new
source
of
entertainment.
The
off-premise
channel
remains
resilient
and
solid;
with
the
home
mixology
trend
accelerating,
more
consumers
have
shown
interest
in
buying
sprits
online
and
this
trend
has
led
to
unprecedented
levels
of
e-commerce
development,
driving
the
shift
to
digital
marketing
strategies.
In
addition,
ready-to-drinks
(‘RTD’s’),
which
in
terms
of
channel
pivoted
to
home
consumption,
showed
strong
resilience
and
development
driven
by
the
trend
towards
flavour,
lower-ABV,
refreshment
and
convenience,
with
spirits
companies
launching
RTDs
brands
with
a
premium
price
positioning.
Meanwhile,
as
international
travel
remains
largely
subdued
due
to
various
limitations
still
in
place,
the
Global
Travel
Retail
channel
continued
to
be
severely
hit
by
the
effects
of
the
pandemic
with
respect
to
pre-Covid-19
levels,
although
it
showed
some
signs
of
improvement
starting
from
the
second
half
of
2021,
thanks
to
greater
mobility
for
people,
both
for
work
and
holidays, particularly among European countries.
While
all
Campari
Group
plants
and
distilleries
continue
to
be
fully
operational,
a
new
hybrid
way
of
working
has
been
launched
globally
for
office-based
Camparistas,
where
remote
working
and
a
safe
return
to
the
workplace
coexist
in
the
right
balance.
Togetherness,
which
is
fundamental
to
the
Group’s
culture
and
success,
is
made
possible
by
spaces
that
have
been
designed
to
support
collaboration
and
relationship
building.
In
this
‘way
of
working
evolution’
technology
has
played
a
crucial
role
as
it
enables
the
inclusion
of
everyone
who
is
virtually
or
physically
present.
‘Togetherness’
is
one
of
the
key
corporate
values
and
is
in
the
company’s
DNA,
which
helps
focus,
productivity
as
well
as
collaboration
and
bonding
between
social
individuals.
In
addition,
in
2021
t
he
Extra-
Mile
Bonus
Plan
(‘EMB’)
was
given
to
all
permanent
employees,
who
worked
at
the
Group
for
at
least
6
months
during
the
challenging
year
of
2020
to
reward
Camparistas
for
their
resilience,
while
the
Employee
Stock
Ownership
Plan
(‘ESOP’),
launched
in
the
fourth
quarter
of
2021,
is
yet
another
testimony
of
Campari
Group’s
ever
stronger
and
long-lasting
commitment
towards
its
people,
enabling
them
to
benefit
from
the
powerful
effects
of the transformation and evolution of the Group to which they contribute on a daily basis.
The
upheaval
generated
by
the
pandemic
was
devastating,
but
at
the
same
time
it
also
generated
new
opportunities
for
those
who
were
able
to
see
them.
Campari
Group
is
continuing
to
monitor
the
developments
of
the
pandemic
and
their
effects
on
the
macroeconomic
scenario
and
on
the
markets
in
which
it
operates,
with
special
focus
on
how
they
affect
the
behavioural
patterns
of
its
consumer
base,
the
Group’s
financial
position
and
the
results
of
its
operations,
despite
the
objective
difficulty
to
forecast
in
a
context
constrained
by
numerous
and
new
variables
that
are
beyond
the
Group’s
control.
The
Group
demonstrated
remarkable
agility
and
learning
ability
to
create
new
opportunities
in
uncertain
times,
engaging
with
new
consumers
on-line
and
leveraging
social
and
digital
media
initiatives
to
further
strengthen
its
brands
actively,
while
gaining
market
share
in
the
premium
spirits
segments
and
consolidating
its
leadership
in
the
aperitifs
category.
Innovative
brand
experiences
have
been
generated
through
distinguished
activations
and
events
in
outdoor
spaces,
which
also
benefitted
from
overall
good
weather
in
key
markets,
particularly
during
the
key
summer
tourist
season
and
in
compliance
with
all
regulations.
Resources
continue
to
be
monitored
in
a
very
timely
manner
to
ensure
an
efficient
allocation
capable
of
optimising
every
opportunity
identified
and
enhancing
the
innovation
initiatives
that
are
dynamically
identified
to
strengthen
the
value
of
the
Group's
product
and
brand
portfolio,
also
through
a
strong
push
towards
a
digital
transformation
capable
of
facilitating
the
identification
of
the
ideal
product
for
each
geography,
to
be
offered
to
the
consumer
in
the
most
attractive
way
and
in
the
appropriate
moment
of
consumption,
to
generate
a
memorable
consumption
experience
with
our
brands.
At
the
same
time,
healthy
work
practices
as
well
as
secure
premises
have succeeded in protecting Camparistas whilst ensuring business continuity.
Thanks
to
an
excellent
execution
of
its
strategy
across
key
markets
during
2021,
Campari
Group
succeeded
in
recovering its performance above pre-pandemic levels.
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
12
Our world
The
defining
aspects
of
Campari
Group’s
culture
and
the
constituent
elements
of
its
identity
are:
Corporate
tagline,
Mission, Values and Behaviours.
‘Toasting
Life
Together’
is
at
the
core
of
the
Group’s
culture.
It
is
what
unites
Camparistas
and
is
deeply
felt
by
all
employees
worldwide.
It
revolves
around
Campari
Group’s
story
made
of
celebrations
that
have
been
achieved
through
time
by
individuals
who
are
passionate
about
what
they
do
and
put
their
efforts
to
ensure
the
business
success.
However,
‘Toasting
Life
Together’
is
more
than
just
that.
It
also
means
recognising
the
role
that
the
Group’s brands and drinks play in convivial moments, celebrating life in a positive and responsible way.
‘The
smallest
big
company
in
the
spirits
industry
building
iconic
brands
and
superior
financial
returns
together
with
inspired and passionate Camparistas’.
-
Passion
-Camparistas
are
passionate
about
the
Group’s
industry,
company
and
brands.
They
are
passionate
about
everything
that
is
done
to
build
the
brands
and
Camparistas
go
the
extra
mile
to
ensure
a
very
positive
experience to the consumers, customers and partners with the Group’s brands and people, every day.
-
Integrity
-Campari
Group
recruits,
develops
and
rewards
employees
that
work
with
the
utmost
integrity
and
transparency.
Integrity
means
being
a
responsible
corporate
citizen
and
treating
all
of
the
Group’s
stakeholders
correctly
and
with
respect.
Most
importantly,
it
means
ensuring
that
fairness,
honesty
and
consistency
are
the
hallmarks
of
the
business
transactions
and
the
guiding
light
for
the
employee’s
professional lives.
-
Pragmatism
-The
Group
encourages
and
rewards
pragmatic
problem
solving
in
all
functions
at
all
levels.
Simplicity
is
at
the
heart
of
all
actions
and
this
unique
structure
enables
all
Camparistas
to
take
decisions
as
close
to
the
customer
and
consumer
as
possible,
whilst
benefiting
from
synergies
and
know
how
throughout
the Group.
-
Together
-‘Together’
is
a
team
philosophy:
it
underlines
both
the
nature
of
the
Group’s
business
and
the
joint
effort
of
Camparistas
(including
partners
and
customers)
around
the
world,
working
with
passion
behind
every
brand
or
cocktail
being
served.
Together
means
avoiding
silos,
proactively
breaking
any
cultural,
organisational
and
geographical
barriers,
working
cross
functionally
and
moving
in
the
same
direction,
to
reach a shared goal.
-
Be
humble
and
hungry
-The
world
is
changing
fast.
Camparistas
do
not
rest
on
their
laurels,
and
they
know
when
it
is
time
to
move
forward.
They
are
constantly
looking
for
opportunities
to
do
things
better,
without
fear
of making mistakes. Success must be earned every day.
-
Build
more
value
together
-Talent
wins
games,
but
teamwork
and
intelligence
win
championships.
Camparistas
believe
diversity
of
thought
creates
value
and
supports
innovation,
and
good
advice
can
come
from
anybody.
In
such
a
team
there
are
only
two
options:
make
progress
or
make
excuses.
In
the
Campari
Group
organisation,
accountability
is
key
and
it
ties
commitment
to
the
result.
Although
doing
things
alone
is
quicker,
it
does
not
achieve
the
same
results
as
doing
them
together;
studies
show
that
work
in
isolation
causes
inefficiencies
affecting
the
whole
organisation.
Everyone
embraces
his
own
responsibilities,
but
a
job
is
considered
incomplete
if
it
is
not
supported
by
others’
knowledge,
experience,
advice,
or
just
encouragement.
Sharing
knowledge
and
best
practices
with
others
is
the
way
Camparistas
work,
accepting
failures and helping others to do the same, with honesty and courage.
-
Embrace
the
challenge
and
drive
the
change
-In
new
ideas
the
Group
sees
potential
opportunities,
not
threats.
Camparistas
enjoy
meeting
high
standards
that
are
within
reach
and
do
not
strive
for
impossible
goals.
The
pursuit
of
excellence
is
gratifying
and
healthy,
the
pursuit
of
perfection
is
frustrating
and
a
terrible
waste of time. A defensive towards change is attitude self-defeating.
-
Keep
it
simple
and
do
more
with
less
-Prioritising
the
necessary
and
eliminating
the
un-necessary
is
a
condition
to
reduce
overload
and
work
more
effectively,
avoiding
excess
of
inputs
and
procedures.
According
to
Pareto’s
Principle
only
20%
of
factors
produce
roughly
80%
of
results.
Every
day
Camparistas
strive
to
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
13
keep
under
control
what
the
20%
is:
this
also
includes
looking
for
best
practices
and
scalable
solutions,
in
order to achieve excellent results, while optimising time.
-
Respect
others
and
the
planet
-
Camparistas
behave
as
proper
members
of
the
Company
community
and
responsible
citizen
of
this
planet,
and
proactively
commit
to
their
development.
Camparistas
value
diversity,
respect
every
opinion
and
firmly
believe
that
diverse
teams
of
non-experts
perform
better
than
non-diverse teams of experts.
Our business in a nutshell
The
Campari
Group
traces
its
roots
back
to
1860
when
Gaspare
Campari
developed
the
red,
bittersweet
aperitif
that
bears
his
name.
From
the
opening
of
Café
Campari
in
Milan
in
1867
through
the
1920s,
the
Campari
Group
expanded
its
product
offerings
to
include
a
broad
range
of
spirits
and
other
drinks.
For
the
next
several
decades,
the
Campari
Group
concentrated
on
expansion
through
carefully
selected
acquisitions
designed
to
enhance
its
brand portfolio and global reach.
The
Group
currently
aims
to
continue
achieving
profitable
growth
with
strong
cash
generation,
and
to
be
a
leading
player
in
the
global
spirits
industry
by
combining
its
passion
for
brand
building
with
entrepreneurial
drive
and
functional
efficiency.
The
Company’s
management
believes
that
the
Group’s
performance
demonstrates
the
strength
of
its
core
brands,
reflecting
a
consistent
commitment
to
long-term
goals.
Overall,
management
believes
that
the
Group
is
strongly
positioned
for
future
growth,
leveraging
on
the
expansion
of
the
international
footprint
of
its
enhanced
brand
portfolio
and
on
external
growth
through
acquisitions.
Moreover,
the
Group
benefits
from
its
ability
to
leverage
its
extended
distribution
network,
in
which
the
Group
has
increasingly
invested
in
recent
years, in both developed and emerging economies, as well as its strengthened business infrastructure.
Campari
Group’s
goal
is
to
create
and
share
long-term
value
with
stakeholders.
On
the
one
side,
the
economic
value
generated
and
distributed
provides
an
indication
on
how
wealth
is
created,
on
the
other,
there
are
plenty
of
intangible
resources
and
initiatives
that
contribute
to
the
value
creation
processes.
In
this
regards,
community
engagement and involvement with the local territory are of fundamental importance.
•
A history of entrepreneurship
Campari
Group’s
expansion
was
also
achieved
over
the
years
through
intense
acquisition
activity,
which,
together
with
organic
growth,
is
one
of
the
two
pillars
of
Campari
Group’s
growth
strategy.
The
Group
made
its
first
acquisition
in
1995,
marking
the
start
of
a
strategy
that
today
still
combines
half
organic
growth
with
half
external
growth.
Since
then,
with
30
acquisitions
since
1995
for
a
total
value
of
over
€3.3
billion,
more
than
50
premium
brands have joined the Group bringing with them a unique history and identity.
While
the
Group
remains
an
active
player
in
industry
consolidation,
in
recent
years
it
has
also
started
to
gradually
streamline
its
business
through
disposals
of
non-core
assets,
in
line
with
its
strategy
of
focusing
on
its
core
high-
margin
spirits
business:
since
2013
it
has
completed
over
10
disposals
for
a
total
amount
of
approximately
€500
million.
Over
the
past
decade,
the
Group
has
gone
through
a
significant
transformational
process.
In
an
increasingly
challenging
economic
environment,
other
than
being
very
active
in
acquisitions
and
continuing
to
invest
in
brand
building
and
portfolio
enhancement,
the
Group
maintains
its
focus
on
mid
to
long-term
opportunities
and
continues
to
strengthen
internal
capabilities
also
via
expansion
in
its
production
capabilities,
enhance
integrated
planning
processes
and
leveraging
on
digitalisation
and
new
technologies
to
make
the
business
more
scalable,
agile
and
cost
effective.
Moreover,
the
Group
has
made
substantial
investments
in
ageing
liquids
over
the
past
few
years,
based
on
the
positive
expectations
of
future
demand
for
its
aged
product
portfolio
and
in
line
with
the
Group’s
premiumisation strategy, in order to fuel long-term future growth.
At
31
December
2021
Campari
Group
distribution
capabilities
consist
of
22
markets
worldwide
accounting
for
89%
of
Group
revenues.
Over
the
years
the
Group
has
significantly
expanded
its
supply
chain
capabilities,
increasing the number of production sites to 22 units.
•
Organisation roles and responsibilities
Headquartered
in
Milan,
Italy,
today
Campari
Group
is
organised
along
centrally
based
corporate
functions
and
regional business units.
The
formers
play
the
role
of
defining,
guiding,
coordinating
and
supervising
the
implementation
of
corporate
strategies
and
ensure
that
the
entire
organisation
complies
with
the
Group
guidelines
and
policies.
Centralisation
includes
the
grouping
of
excellences
covering
the
areas
of
global
strategic
marketing,
global
commercial
capabilities,
global
supply
chain
as
well
as
governance,
group
finance,
tax,
global
business
services,
legal
affairs,
business development, internal audit, human resources, IT and corporate communications.
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
14
The
Group’s
business
includes
sales
of
spirits
on
the
markets
that
are
affected
by
economic
factors
influenced
by
homogeneous
elements,
although
markets
have
different
sizes
and
maturity
profiles.
These
elements
are
primarily
attributable
to
geographical
areas’
features
and
the
related
breakdown
by
countries
and
secondarily
attributable
to
the
development
of
brand
clusters
(global,
regional
and
local)
and
the
related
breakdown
by
brands.
For
Campari
Group
the
four
operating
areas
managed
in
terms
of
resource
allocation,
particularly
investment
in
brand-building
and
distribution
capabilities,
are
Americas
(‘AMERICAS’),
Southern
Europe,
Middle
East
and
Africa
(‘SEMEA’),
Northern,
Central
and
Eastern
Europe
(‘NCEE’),
and
Asia-Pacific
(‘APAC’).
The
in-market
companies,
organised
alongside
these
regional
business
units,
have
the
task
of
implementing
the
Group's
strategy
and
the
key
policies
and
guidelines
defined
centrally
to
support
the
international
development
of
its
global
brands;
moreover,
their
objective
is
to
promote
an
excellent
execution
of
brand
building
strategies
for
local
and
regional
brands in their portfolios.
•
Campari Group: a great place to work
Camparistas
are
first
and
foremost
Campari
Group
ambassadors,
holding
the
corporate
values
and
being
the
key
ingredient
to
the
Group’s
growth.
In
2020
the
bi-annual
Global
Camparistas
Survey
was
launched,
conducted
in
partnership
with
the
Great
Place
to
Work
®
Institute.
This
survey
provides
valuable
insights
into
employee
engagement,
what
works
well
in
the
organisation,
and
what
can
be
improved.
With
a
94%
response
rate
the
survey
confirmed
that
83%
of
respondents
would
recommend
Campari
Group
as
a
great
place
to
work.
Based
on
this
2020
results,
during
2021
the
Group
promoted
specific
initiatives
responding
to
the
main
Camparistas
needs.
For more information, please refer to the Sustainability performance section.
Our ambition
1.
Growth strategy and ambition roadmap
Campari
Group’s
growth
strategy
aims
to
combine
organic
growth
through
strong
brand
building
with
shareholder
value
enhancing
acquisitions
in
the
long
term.
Spirits
are
the
company’s
core
business
and
where
it
focuses
its
acquisition
efforts.
The
Group’s
strategic
thinking
is
driven
by
the
desire
to
reach
or
enhance
critical
mass
in
key
geographic markets.
Organic
growth.
Campari
Group
aims
to
drive
faster
growth
of
Global
Priorities,
incubate
Regional
Priorities
with
best-in-class
marketing,
innovation
and
brand
building,
generate
steady
growth
in
key
Local
Priorities
through
periodical
renewals.
It
aims
to
continuously
leverage
rigorous
cost
discipline
to
reinvest
savings
in
strategic
brand
building and develop the Group’s presence in high-potential markets.
External
growth
.
Key
Group
objectives
are
to
seek
acquisitions
in
markets
where
Campari
Group
controls
its
distribution,
acquire
local
brands
with
strong
equity
to
build
new
distribution
platforms
and
identify
specialty
brands
with
strong
equity
and
pricing
power,
whilst
maintaining
financial
discipline.
In
addition
to
acquiring
businesses
that
have
reached
a
meaningful
scale
on
a
stand-alone
basis
in
given
markets,
thus
giving
the
Group
the
critical
mass
to
build
new
distribution
capabilities,
the
Group
also
remains
committed
to
achieving
potential
synergies
from
acquiring
brands
and/or
businesses
in
markets
where
the
Group
has
already
established
a
strong
presence.
Campari
Group’s
growth
ambition
focuses
on
five
key
strategic
priorities,
embedding
the
most
relevant
goals
and
initiatives for its success in the medium term:
•
boost
organisation
agility
to
drive
superior
performance
:
the
new
post-pandemic
world
recently
experienced,
characterised
by
high
volatility,
uncertainty
and
new
consumption
trends,
combined
with
the
trust
deriving
from
Campari's
continuous
investments
in
ambitious
strategic
initiatives,
make
agility
an
essential
element
to
be
rooted
in
the
Group’s
culture
to
take
full
advantage
of
business
opportunities
where
it
is
expected
to
invest
in
a
disciplined
and
careful
way,
constantly
tracking
progresses
and
taking
immediate
corrective
actions also through new technologically advanced solutions;
•
expand
the
Group’s
global
leadership
in
Italian
icons,
with
its
Aperitif
and
Amari
brands,
in
both
alcoholic
and
non-alcoholic
segments
:
the
experience
of
the
Covid
pandemic
is
changing
consumer
habits,
the
path
towards
the
market
and
the
assortment
of
brands
and
the
Group
feels
the
need
to
evolve
its
strategy
to
be
more
agile
and
successful.
Recruiting
new
young
customers
and
exploit
with
courage
emotional
moments
defined
by
social
dynamics
to
discover
the
opportunities,
geographical
areas
and
categories
of
new
consumers,
is
a
‘must-have’
to
be
fulfilled
through
the
Group’s
fantastic
premium
brands
in
the
aperitifs,
amari and non-alcoholic segment;
•
establish
world-class
spirit
brands
focusing
on
top
global
priorities
and
a
premium
offering
:
one
effect
discovered
during
the
pandemic
was
the
trend
to
drink
‘less-but-better’
and
enjoy
everyday
treats
via
home-
made
premium
cocktails:
the
leading
trend
is
premiumisation,
fuelled
by
home
mixology,
which
will
continue
in
some
key
categories
and
markets
for
the
Group,
and
customers
are
expected
to
return
to
well-known
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
15
brands.
In
this
context
it
is
crucial
to
achieve
relevant
market
positions
and
to
maximise
the
return
on
investment
and
profitability
of
the
Group's
world-class
spirits
brands,
winning
the
moment
of
truth
for
consumers
and
buyers
to
build
the
Group's
brand
preferences,
by
creating
an
unforgettable
experience
with
extraordinary liquids;
•
build
brand
preference
and
drive
conversion
in
the
omnichannel
area
:
the
path
of
the
consumer
and
the
buyer
has
evolved
thanks
to
the
disruptive
role
played
by
e-commerce
and
digital
media
and
this
has
been
identified
as
the
omnichannel
journey
that
can
start
from
any
channel
and
mature
in
the
others.
Consumers
and
buyers
discover
the
Group's
brands
and
create
a
relationship
with
them.
In
this
context,
it
is
essential
to
define
for
each
channel
a
clear
role,
clear
objectives
and
targets,
a
clear
strategy
to
provide
coherent
experiences across channels: brands are a key element in building the equity of those moments;
•
accelerate
business
development
in
the
APAC
region
to
boost
the
Group’s
market
position
:
accelerating
business
development
in
APAC
is
essential
to
strengthen
the
Group's
position
in
the
marker
via
a
combination
of
winning
in
existing
battlegrounds
and
identification
of
key
brands/markets/initiatives,
in
a
context characterized by millions of new potential consumers every year.
These
ambitions,
sustained
by
the
Group’s
key
strengths,
ensure
a
consistent
resource
allocation
and
integration
in
the
Group’s
business
planning
cycle
and
working
attitude.
The
collective
commitment
represents
the
togetherness, which is fundamental to the Group and key pillar for its success.
2.
Key strengths
In order to achieve its medium-term ambitions, Campari Group leverages the following key strengths:
a)
Business agility
b)
Digital transformation
c)
Brand building, innovation and marketing capabilities
d)
Enhanced brand portfolio with growth potential
e)
Increased global reach
f)
Increased business scale
g)
Strengthened Global supply chain
h)
Solid track record in acquisitions
i)
Strong cash flow generation and financial debt profile
The
Group
continues
to
leverage
its
capability
of
promptly
adapting
to
and
taking
advantage
of
changing
circumstances,
despite
its
increased
business
scale,
both
with
respect
to
its
acquisition
strategy
and
its
strategic
brand
building
activities.
The
swift
refocus
of
its
strategic
brand
building
investments
on
digital
media,
to
continue
fuelling
sustained
brand
momentum
in
unprecedented
times,
demonstrates
Campari
Group’s
agility
in
mastering
new
challenges
whilst
confirming
its
long-term
objectives.
The
Group
responded
to
the
challenges
of
the
persisting
Covid-19
emergency
with
remarkable
agility,
combining
the
strength
of
a
large
group
with
agility
and
entrepreneurial
spirit:
the
company
did
not
only
rapidly
adapt
to
changing
consumer
profiles
and
habits,
strongly
impacted by restrictions, but it also succeeded in creating new business opportunities.
A key enabler of Campari Group’s agility is its digital transformation.
b)
Digital transformation
The
Group
has
undertaken
meaningful
investments
in
a
digital
transformation
process
permeating
the
Company
as
a
whole,
and
in
particular
in
marketing,
commercial,
finance,
supply
chain,
HR,
IT
and
global
business
service
center.
This
transformation
pursues
the
aim
to
boost
agility,
ability
and
speed
in
strategic
business
decision
making
and
to
drive
superior
performances
throughout
the
organisation:
it
foresees
the
centralisation
of
skills
through
the
creation
of
centres
of
excellence
at
corporate
level
in
charge
for
performing
activities
which
are
delivered
to
the
Group’s
subsidiaries
in
a
harmonised
and
automated
manner
thanks
to
an
enhanced
use
of
advanced
technology.
In
so
doing,
the
digital
transformation
allows
local
markets
to
devote
energy
and
efforts
to
the
core
business
activities,
thus
focusing
on
delivering
high
quality
strategy
execution
and
scouting
new
development
opportunities.
During
2021
Campari
Group
has
started
to
deploy
an
upgrade
of
the
Group’s
IT
infrastructure
to
SAP
S/4HANA,
a
complete
enterprise
resource
planning
(ERP)
system
with
built-in
intelligent
technologies,
including
AI,
machine
learning,
and
advanced
analytics.
Leveraging
these
new
technologies,
the
Global
Business
Services
(GBS)
organisation,
which
provides
services
to
all
Group
legal
entities
with
a
standard
accounting
model
and
system,
represents
a
key
accelerator
of
the
overall
group
digital
transformation.
By
standardising,
automating
and
digitalising
the
transactional
processes
at
global
level,
through
the
creation
of
intelligent
and
technology
based
operations,
it
plays
a
crucial
role
in
Campari
Group’s
evolution
towards
an
agile
and
cost
effective
business
infrastructure.
Moreover,
the
digital
transformation
and
the
development
of
advanced
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
16
analytics
techniques
are
key
enablers
of
data
driven
decisions
in
the
Finance
function
for
effective
business
partnership thanks to improved data analysis and reduced complexity.
The
Group
also
continues
to
leverage
the
outsourcing
of
selected
standard
IT
and
back-office
functions
to
third-
party
providers,
thus
enabling
the
continuous
refocusing
of
the
Group’s
central
functions
to
value-added
activities,
while
ensuring
high
quality
and
efficient
levels
of
everyday
support
services
for
business.
Particularly,
effectiveness
and
efficiency
was
increased,
decreasing
overall
application
maintenance
costs
at
the
same
time
through synergies and economies of scale.
c)
Brand building, innovation and marketing capabilities
The
Group
considers
its
brand
portfolio
to
be
its
strategic
asset.
As
shown
by
a
number
of
the
Group’s
key
brands,
such
as
Aperol,
Campari
,
Wild
Turkey,
Grand
Marnier
and
Appleton
Estate,
when
properly
developed,
the
Group
believes
that
the
brand
life
can
exist
indefinitely.
Intangible
assets
are
a
key
component
of
the
market
value
of
spirits
products,
reflecting
the
power
of
brands
built
up
over
many
years.
Advertising
and
promotional
investments
build
and
protect
the
value
of
the
brands
in
the
long-term.
The
Group
has
an
ongoing
commitment
to
investments
in
marketing
designed
to
strengthen
the
recognition
and
reputation
of
iconic
and
distinctive
brands
in
the
key
markets,
as
well
as
launching
and
developing
them
in
new
high-potential
geographical
regions.
Brand
image
is
a
critical
factor
in
a
consumer’s
choice
of
spirits
products.
Consumers
are
willing
to
pay
higher
prices
for
brands
they
like
and
trust,
and
the
strength
of
these
brands
allows
companies
to
build
a
premium
positioning,
improve
the price mix and therefore generate higher returns in the mid- to long-term.
The
Group
has
a
strong
history
of
long-term
brand
building
and
development
and
strives
to
grow
and
maintain
its
market
share
by
positioning
its
brands
clearly
and
consistently
across
all
their
markets
and
distribution
channels.
The
Group’s
main
marketing
focus
for
the
coming
years
is
to
devise
a
clear,
distinctive
and
enduring
strategy
to
build,
increase
the
visibility
of
and
develop
each
of
the
Group’s
products,
concentrating
on
global
priorities,
as
a
premium,
dynamic
and
contemporary
brand
across
diverse
international
markets,
usage
occasions
and
consumer
audiences to further benefit from continuing trends towards premium spirits and maximising profitability.
With
the
rise
of
new
technologies,
the
Group
has
increased
its
use
of
diverse
media
to
build
and
communicate
its
marketing
message
and
create
awareness
of
the
Group’s
various
brands
in
distinct
markets.
While
traditional
media
(including
TV,
press,
bill-boards
and
sponsorship)
still
play
an
important
role
in
activating,
building
and
strengthening
the
image
of
its
brands,
the
Group
is
developing
its
strategies
to
include
new
communications
tools,
especially
the
digital
and
online
media,
which
is
considered
strategic
thanks
to
its
interactive,
customisable
and
measurable
properties
and
with
an
increasing
focus
on
the
on-premise
distribution
channel,
deemed
to
be
the
key
to
brand-building
with
the
aim
of
engaging
consumers
by
making
them
have
a
live
memorable
experience
with
the
Group
brands
and
become
the
preferred
choice
of
bartenders,
turning
them
into
advocates
in
a
omnichannel
user
journey.
The
pandemic
experience
made
it
necessary
to
accelerate
the
Group’s
marketing
transformation
in
digital
marketing
in
order
to
quickly
respond
to
the
changed
circumstances
and
consumer
requirements.
Channel
wise,
whilst
the
on-premise
distribution
channel
continues
to
be
considered
key
in
the
Group’s
brand
building
and
activation,
with
a
great
emphasis
on
experiential
marketing,
in
the
context
of
the
pandemic,
the
role
of e-commerce has also become increasingly important and effective for brand building purposes.
In
marketing
its
international
brands,
the
Group
first
develops
a
central
strategy
that
globally
reflects
its
group
identity
and
strategic
guidelines
and
then
customises
an
approach
for
each
brand
that
it
views
as
appropriate
to
the
local
market
in
terms
of
target
audience,
consumer
preferences
and
advertising
regulations.
This
central
strategy
is
developed
by
the
Group’s
global
strategic
marketing
team,
and
internationally
by
local
markets.
Local
markets are also responsible for marketing local brands in their respective markets.
Growth
in
the
spirit
industry
is
becoming
more
and
more
dependent
on
innovation,
which,
like
advertising
and
promotion
investments,
is
critical
in
driving
price
and
volume.
Innovation
has
become
increasingly
important
for
brand
building,
attracting
new
consumers,
driving
sales
growth
and
sales
mix
improvement
in
the
spirits
sector.
Spirits
consumers
are
increasingly
attracted
by
new
products
and,
based
on
experience,
are
likely
to
pay
a
higher
price
for
distinctiveness
in
terms
of
premium
positioning,
quality
and
consumption
usage.
The
Global
Strategic
Marketing
team
is
responsible
for
product
innovation,
which
includes
the
development
and
launch
of
new
products
and
limited
editions,
as
well
as
the
re-launch
of
existing
products
and/or
the
introduction
of
new
products
for
carefully
thought-out
brand
line
extensions.
Moreover,
strengthened
distribution
networks
allow
the
Group
to
quickly
identify
emerging
consumption
trends
in
individual
markets
and
react
quickly
in
terms
of
product
development as a result of its enhanced global supply chain.
Besides
visitor
centres,
‘Brand
houses’
are
one
further
strategic
brand
building
tool
in
which
the
Group
has
started
to
invest
in
recent
years
In
2019
the
iconic
Camparino
bar,
the
birthplace
of
the
Milanese
aperitif,
re-opened
under
the
Campari
Group
management,
debuts
in
the
prestigious
World's
50
Best
Bars,
ranking
in
27
th
position
in
2021.
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
17
Moreover,
in
August
2021,
a
range
of
exclusive
activations
and
events
were
held
to
mark
the
opening
of
Terrazza
Aperol,
the
first
Aperol
branded
flagship
by
Campari
Group,
in
the
heart
of
Venice
(Campo
Santo
Stefano).
Terrazza
Aperol
celebrates
a
deep
connection
with
one
of
the
city's
most
characteristic
rituals,
the
Italian
aperitivo,
which is revisited in a contemporary version through the orange lens of Aperol Spritz.
In
2021
Campari
Group
launched
RARE,
a
new
dedicated
division
with
the
ambition
to
become
a
leading
purveyor
of
luxury
offerings
in
key
global
markets.
Through
this
strategic
initiative,
Campari
Group
aims
to
unlock
and
accelerate
the
growth
of
its
existing
and
future
portfolio
of
super
premium
products
and
above,
seeking
a
new
dedicated approach to brand-building and route-to-market.
In
the
United
States,
where
the
project
has
kicked
off
targeting
three
States
with
the
objective
to
gradually
branch
out
in
the
following
years,
RARE
focuses
on
opulent,
top
tier
luxury
offerings
that
allow
Campari
to
engage
with
high
net-worth
individuals;
boutique,
niche
products
that
allow
Campari
to
engage
with
‘in
the
know’
consumers,
spirits
connoisseurs
and
bartenders;
signature,
foundational
super
premium
offerings,
with
award-winning
propositions in the largest and fastest growing categories in the United States.
Beyond
the
United
States,
a
deployment
of
the
RARE
initiative,
via
an
increased
focus
of
existing
sales
organisations,
is
planned
in
selected
European
and
Asian
markets
as
well
as
in
e-commerce,
enriched
by
the
finest expressions of the Group’s portfolio of leading brands.
In
terms
of
initiatives
under
the
RARE
division
during
2021,
The
GlenGrant
brand
partnered
with
the
Fort
Lauderdale
International
Boat
Show
for
the
official
launch
of
The
GlenGrant
60
year
old,
taking
place
at
a
small
private
event
at
the
Boat
show
aiming
to
build
a
luxury
brand
experiential
footprint
to
drive
awareness,
consideration and a liquid to lips trial of its award winning portfolio.
d)
Enhanced brand portfolio with growth potential
The
Group
has
a
strongly
diversified
brand
portfolio
with
more
than
50
premium
brands
covering
a
wide
range
of
categories,
including
Aperitifs,
Vodka,
Liqueurs,
Bitters,
Whisky
(including
American
whisky,
Canadian
whisky
and
Scotch
whisky),
Tequila,
Rum,
Gin
and
Cognac.
The
Group
also
has
a
presence
in
the
champagne
category
and
it
is
growing
in
the
non-alcoholic
aperitifs
segment.
They
span
across
all
major
consumption
occasions,
including aperitifs, dinner, after dinner and night.
The
Group
categorizes
its
brands
into
three
main
clusters
(global
priorities,
regional
priorities
and
local
priorities)
based on the geographic scale, business priority and growth potential of the brands.
The
six
Global
Priorities
(Aperol,
Campari,
SKYY,
Wild
Turkey,
Grand
Marnier
and
Jamaican
rums)
consist
of
high-margin
brands,
currently
enjoying
strong
market
positioning
in
their
core
markets
with
further
penetration
opportunities, and have the potential to expand their footprints internationally.
Moreover,
the
Group
manages
a
pool
of
regional
priority
brands,
which
currently
still
have
limited
scale
but
potential
to
expand
within
their
regions.
In
addition,
the
Group
has
a
portfolio
of
local
priority
brands
that
operate
primarily
in
their
domestic
markets
but
can
offer
the
strongest
potential
upside
in
terms
of
sales
growth
and
mix
improvement.
The
rest
of
portfolio
category
includes
agency
brands
and
other
non-strategic
own
brands,
which
the
Group
has
progressively streamlined and divested in recent years to focus on its owned core spirit brands.
Brand portfolio and main marketing initiatives in 2021
Global priorities
Aperol
is
about
joy
of
life.
Bright
orange
in
colour,
it
is
low
in
alcohol
content
and
it
has
a
unique
bittersweet
taste
deriving
from
a
secret
recipe
that
has
remained
unchanged
since
its
creation.
Aperol
Spritz
is
the
quintessential
social signature drink that perfectly expresses the brands ‘Contagious joy of life’.
Aperol
was
founded
in
1919
in
Padova,
an
invention
of
brothers
Silvio
and
Luigi
Barbieri.
Aperol
became
part
of
the
Campari
Group’s
brand
portfolio
in
2003
through
the
acquisition
of
Barbero
1891
S.p.A.,
achieving
new
records
of
popularity
and
diffusion
at
the
international
level.
Thanks
to
its
easy
taste
and
versatile
consumption
occasions
as
well
as
the
continuous
marketing
support
behind
it,
Aperol
has
grown
by
over
ten
times
since
its
acquisition,
while
developing
positively
both
in
Italy
and
in
international
markets.
The
brands’
core
markets
are
Italy, Germany, the United States, France and Russia.
Aperol: main brand-building activities during the year 2021
Throughout
2021
multiple
initiatives
were
launched
to
recruit
and
educate
consumers
with
the
perfect
serve,
strengthening
the
link
with
food
and
generating
digital
engagement
to
reinforce
home
consumption
of
Aperol
Spritz
as
well
as
the
pleasure
of
celebrating
'together'
again.
Together
We
Can
Cheer
activation
,
Aperitivo
a
Casa
,
and
Together
We
Can
Cook
were
launched
in
Italy,
while
in
the
United
States
starting
from
May
2021,
the
Aperol
360°
Summer
Programme
was
launched
to
drive
awareness,
recognition
and
tasting
of
Aperol
Spritz.
In
Germany,
the
Aperol
Bar
Walking
Tour
and
the
Aperol
Pool
Concert
Tour
were
launched
in
selected
cities
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
18
and
at
year-end
an
above-the-line
Aperol
campaign
was
launched
to
de-seasonalise
the
brand’s
consumption.
Finally,
from
October
2021
the
Aperol
Spritz
Summer
communication
plan
was
developed
in
Australia
aimed
at increasing awareness of the brand.
In
August
2021,
following
Camparino
flagship
reopening
in
Milan
in
2019,
a
range
of
exclusive
activations
and
events
were
held
to
mark
the
opening
of
Terrazza
Aperol
,
the
first
Aperol
branded
flagship
by
Campari
Group,
in the heart of Venice
(Campo Santo Stefano).
Campari
is
the
iconic,
unforgettable
Italian
red
spirit
with
its
ethos
of
Red
Passion.
Vibrant
red
in
colour
,Campari
has
a
unique
and
multi
layered
taste
and
is
extremely
versatile,
offering
boundless
and
unexpected
possibilities.
As
a
source
Campari
is
the
Group’s
signature
brand.
With
a
history
which
began
in
1860,
it
is
a
historic,
sophisticated,
high
class
and
quality
brand,
but
at
the
same
time
always
evolving
and
avant-garde,
representing
a
symbol
of
Italian
excellence.
Today
the
brand
is
sold
in
over
190
countries
and,
with
its
unmistakable
red
colour,
the
base
for
many
famous
classic
cocktails
around
the
world,
including
the
Negroni
and
Americano.
In
recent
years,
consumers
have
been
increasingly
embracing
bitters
and
showing
growing
interest
in
classic
cocktails.
Campari, being a key ingredient and easy to mix, is leveraging this positive trend for further expansion.
The
brand
has
a
well-diversified
geographic
exposure.
Key
international
markets
for
the
Campari
brand
include
Italy, the United States, Germany, Jamaica and Brazil.
Campari: main brand-building activities during 2021
During
2021
many
activations
were
implemented
to
strengthen
the
quintessential
aperitif
with
its
unmistakable
red
colour.
The
Campari
Red
Passion
campaign
was
launched
globally
to
generate
brand
awareness
and
to
establish
the
brands’
ethos
of
Red
Passion
through
the
voice
of
the
bartender.
In
September
2021
for
the
9
th
consecutive
year,
Campari
and
Imbibe
magazine
have
partnered
together
for
the
Negroni
Week
,
over
one
shared
charitable
goal.
Throughout
the
year
the
Campari
brand’s
bond
with
cinema
continued
to
get
stronger,
with
multiple initiatives and partnerships being implemented, including the following:
the
Campari
Red
Diaries
2021
Fellini
Forward
short
film,
which
had
its
globally
premier
at
the
Campari
Boat-
In
Cinema
during
the
78
th
Venice
International
Film
Festival
,
for
which
Campari
was
the
main
sponsor
for
the 4
th
consecutive year.
Campari was the
exclusive spirits partner for the 59
th
New York Film Festival
.
In
terms
of
awards,
the
unique
expression
Campari
Cask
Tales
received
the
Gold
Medal
in
the
2021
Speciality
Spirits
Master
,
which
recognises
and
rewards
outstanding
products
and
is
a
stamp
of
approval
that
guarantees
the highest quality of bitters.
The
2020
edition
of
the
Barawards
,
awarded
Camparino
as
the
bar
revelation
of
the
year,
while
its
bartender
Mattia Capezzuoli was awarded Best Bartender Under 30.
Wild
Turkey
is
an
American
icon.
It
has
been
the
authentic
Kentucky
Straight
Bourbon
Whisky
since
1855,
with
the
original
distillation
and
maturing
process
of
which
not
having
changed
since
it
was
first
introduced.
The
brand
was
acquired
by
Campari
Group
in
2009
and
under
the
guidance
of
Master
Distiller
Jimmy
Russell,
who
has
worked in the distillery for over 60 years, the Wild Turkey Bourbon offering has seen extraordinary growth.
The
Group’s
key
focus
area
to
further
develop
the
Wild
Turkey
portfolio
is
to
premiumise
the
offering
through
the
introduction
of
more
premium
extensions
and
limited
editions.
The
United
States
is
the
biggest
market
for
the
Wild
Turkey portfolio, followed by Australia, South Korea, Japan and Canada.
Wild Turkey portfolio: main brand-building activities during 2021
The
initiatives
executed
during
2021
were
aimed
at
strengthening
the
portfolio’s
premiumisation
through
packaging
upgrades
and
introducing
more
premium
extensions
and
limited
editions.
Very
positive
feedback
was
highlighted
through
the
recognition
of
multiple
awards
in
the
United
States
in
the
context
of
the
2021
Drinks
International
Annual
Brand
Report
,
the
2021
San
Francisco
World
Spirits
Competition
and
the
2021
Ultimate
Spirit
Challenge
.
Focusing
on
the
extensions,
the
7
th
edition
of
Wild
Turkey’s
annual
exclusive
premium
release
Master’s
Keep
was
launched
globally.
Starting
from
August
2021
the
Trust
Your
Spirit
campaign
was
launched
introducing
the
brand’s
new
tagline
in
the
United
States,
Australia
and
Japan,
featuring
creative
director
Matthew
McConaughey
and
master
distiller
Jimmy
Russell,
while
in
May
2021
the
new
iconic
packaging
design
of
Wild
Turkey
101
was
launched,
as
well
as
the
new
limited-edition
Russell’s
Reserve
13
year
old
,
one
of
the
boldest, yet smoothest bourbons ever.
Created
in
San
Francisco
in
1992,
SKYY
transmits
the
spirit
of
an
optimistic
approach
to
life.
SKYY
Vodka
revolutionised
the
spirits
industry
with
its
proprietary
state-of-the-art
quadruple
distillation
and
innovative
triple-
filtration
process.
With
its
iconic,
cobalt-blue
bottle,
which
reflects
the
name
of
the
product,
SKYY
was
the
first
vodka
to
introduce
packaging
as
a
‘style
image’.
SKYY
was
acquired
by
the
Group
in
2001.
The
United
States
has
been
the
biggest
market
for
SKYY.
At
the
same
time,
SKYY
has
expanded
into
many
international
markets
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
19
which
now
represent
key
growth
drivers
for
the
brand.
Key
markets
outside
of
the
United
States
include
Argentina,
China, South Africa and Germany.
SKYY: main brand-building activities during 2021
In
June
2021
SKYY
was
relaunched
with
a
global
campaign
executed
digitally,
first
introduced
in
the
United
States
and
then
extended
to
Canada
and
Germany.
To
support
the
brand
relaunch,
in
June
2021
the
largest
US
national
paid
media
campaign
Born
from
the
Blue
was
initiated
across
digital
and
social
media,
online
search
as
well
as
out
of
home,
establishing
the
new
liquid’s
claims
and
credentials,
along
with
the
new
positioning,
which
leans
into
the
brand’s
San
Franciscan
roots.
Among
other
key
initiatives
for
the
brand,
the
coming
soon
campaign
was
launched
in
South
Africa
from
October
2021,
across
major
social
media
platforms
as
well
as
targeted
influencers, combined with 15" TV advertisements.
The
brand
also
continued
its
support
of
the
LGBTQIA+
community
by
becoming
an
official
sponsor
of
New
York
City
Pride
and
launching
a
sponsorship
campaign
in
the
United
States:
the
campaign
titled
Coming
Out
(Again)
.
Grand
Marnier
liqueur
is
the
iconic
spirit
of
vibrant
French
lifestyle
around
the
world.
In
its
unique
and
timeless
bottle,
which
evokes
the
silhouette
of
the
Cognac
copper
still,
it
is
made
from
the
unique
combination
of
the
finest
French
cognacs
and
essence
of
exotic
oranges.
Created
in
1880,
Grand
Marnier
is
one
of
the
world’s
most
recognised
and
storied
spirits
brands
with
a
rich
history
and
strong
presence
in
premium
on-trade
outlets.
It
was
acquired
by
Campari
Group
in
2016
and
since
its
acquisition,
the
Group
has
relaunched
the
brand
through
the
introduction
of
a
new
packaging
and
a
new
marketing
campaign
emphasising
the
heritage
and
quality
of
the
brand
as
well
as
redefining
the
brand’s
drinking
strategy
by
focusing
on
mixology,
classic
cocktails,
particularly
the
Grand
Margarita
which
leverages
the
buoyant
trend
of
premium
tequila,
and
long
drinks.
Aiming
to
further
premiumise
the
offerings,
the
Group
also
launched
a
selection
of
high-end
expression
of
Grand
Marnier,
like
Grand
Marnier
Cuvée
du
Centenaire
and
Grand
Marnier
Cuvée
Louis
Alexandre.
The
United
States
is
the
biggest
market
for
the
brand, followed by Canada, France, Italy and Germany.
Grand Marnier: main brand-building activities during 2021
Several
initiatives
were
launched
in
the
key
United
States
market
during
the
2021
summer
period.
Grand
Marnier
was
the
Official
Liqueur
of
New
York
Fashion
Week
,
while
the
Grand
Margarita
activation
was
implemented
in
the
United
States
across
multiple
channels
such
as
paid
media,
social
media,
digital
influencers
and
PR
activations.
The
Jamaican
sumptuous
rums
characteristics
are:
alive,
vivid
and
rich
with
complex
flavours
and
aromas.
The
portfolio
was
acquired
by
the
Group
in
2012.
It
includes
mainly
Appleton
Estate
and
Wray&Nephew
Overproof,
a
high-proof
white
rum,
continuing
to
develop
its
reputation
as
a
mixologist’s
favourite
due
to
the
depth
of
its
flavour,
versatility
and
quality.
The
rum
category
continues
to
innovate
and
increase
its
premium
positioning
through
the
launch
of
more
high-end
propositions.
The
Jamaican
rum
portfolio
has
grown
positively
in
recent
years
both
in
its
domestic
Jamaican
market
and
in
international
markets,
such
as
the
United
States,
the
United
Kingdom,
Canada
and Mexico.
Jamaican rums: main brand-building activities during 2021
With
regard
to
the
Jamaican
rums
portfolio,
the
relaunch
of
Appleton
Estate
Core
Range
(Signature,
8
Year
Old
Reserve
and
12
Year
Old
Rare
Casks)
continued
across
the
world
in
2021,
with
rollouts
in
most
European
and
Asian
markets.
In
addition,
the
new
Appleton
Estate
15
Year
Old
Black
River
Casks
and
the
relaunch
of
Appleton
Estate
21
Year
Old
Nassau
Valley
Casks
were
activated
in
key
international
markets.
In
terms
of
brand
premiumisation,
luxurious
limited
edition
Hearts
Collection
was
launched
in
December.
It
includes
Appleton
Estate
Hearts
Collection
1984
and
Appleton
Hearts
Collection
2003
,
two
single
marque
rums
aged
for a minimum of 37 and 18 tropical years, respectively.
Moreover,
during
2021
the
Jamaican
rums
portfolio
was
honoured
with
multiple
awards
in
the
context
of
the
prestigious
2021
Beverage
Tasting
Institute
Competition
,
the
Spirits
Business
Rum
Masters
Competition
2021
and the
2021 Drinks International Annual Brand Report
.
Regional priorities
Espolòn
is
a
handcrafted
super
premium
tequila
with
100%
pure
blue
agave,
distilled
and
bottled
at
the
San
Nicolas
distillery
in
Los
Altos,
in
the
Jalisco
region
of
Mexico.
Founded
in
1998,
San
Nicolas
embodies
the
environment
and
culture
of
the
ancient
Mexican
distillery
combined
with
the
most
modern
and
advanced
production
technologies.
Acquired
by
the
Group
in
2008,
Espolòn
has
been
re-launched
as
a
super-premium
tequila
brand.
The
core
market
for
Espolòn
is
the
United
States,
where
the
brand
has
been
among
the
fastest
growing
brands
in
the
market
with
strong
momentum.
Moreover,
it
is
continuing
to
expand
to
other
international
markets, such as Australia, Canada, Russia, Italy and the United Kingdom.
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
20
The GlenGrant
The
GlenGrant
is
a
delicate
but
complex
single
malt
Scotch
whisky
brand,
dating
back
to
1840.
It
was
acquired
by
the
Group
in
2006.
The
brand
has
reached
a
fairly
diversified
geographic
exposure
and
in
recent
years,
the
Group
has
decided
to
increase
its
long
term
strategic
focus
on
higher
margin
and
longer
aged
premium
expressions of the brand. Today the key markets for the brand are Italy, France and Germany.
Bulldog
London
Dry
Gin
is
an
innovative
gin
with
a
fresh
and
fruity
taste,
which
was
launched
in
2007
in
the
United
States.
The
twelve
constituent
ingredients
come
from
eight
different
countries
and
are
perfectly
blended
following
four
distillation
processes.
Since
2014,
Campari
Group
has
distributed
the
brand
via
its
own
distribution
network,
obtaining full ownership in 2017. Today the key markets for the brand are Germany, Spain, Belgium and Italy.
Forty
Creek
Whisky
is
a
high-end,
handcrafted
Canadian
whisky
brand,
characterised
by
its
delicate
and
sophisticated
taste.
It
was
acquired
by
the
Group
in
June
2014.
Currently
approximately
90%
of
the
brand’s
net
sales is generated in Canada and 10% in the United States.
Italian bitters and liqueurs (Averna, Braulio, Frangelico, Cynar)
This
portfolio
includes
Frangelico,
Averna,
Braulio
and
Cynar.
With
consumers
increasingly
embracing
the
bitter
taste,
the
Group’s
management
confirms
its
belief
that
this
portfolio
represents
an
opportunity
and
can
be
further
developed, leveraging the Group’s distribution capabilities.
Averna
represents
a
true
hymn
to
the
Sicilian
way
of
life
and
the
beauty
of
the
island,
a
celebration
of
a
multi-
dimensional
land,
built
by
its
openness
to
a
rich
mix
of
welcoming
people
and
cultures.
It
is
made
with
100%
natural
ingredients
with
a
secret
recipe
that
has
been
unchanged
for
150
years.
It
has
a
premium
price
positioning
and
is
among
the
leading
bitter
brands
in
Italy
and
in
some
central
European
countries
such
as
Germany,
Switzerland and Austria.
Braulio
is
produced
on
the
basis
of
an
ancient
traditional
secret
recipe,
which
has
remained
unchanged
since
1875.
It
envisages
the
infusion
of
roots
and
alpine
herbs
that
are
aged
in
oak
barrels
for
two
years.
It
is
a
very
popular
bitter
brand
in
the
Alps
region
of
Italy
and
it
is
currently
expanding
throughout
the
rest
of
the
country.
Averna
and
Braulio
were
both
acquired
by
the
Group
in
June
2014
as
part
of
the
acquisition
of
Fratelli
Averna
S.p.A..
Frangelico
is
a
very
distinctive
brand
with
a
hazelnut
taste,
produced
in
the
Piedmont
region
of
northern
Italy
and
its
origins
date
back
more
than
300
years.
It
is
a
specialty
brand,
acquired
by
the
Group
in
2010.
The
key
markets
for Frangelico are the United States, Germany, Australia and Spain.
Cynar
is
an
artichoke
based
liqueur
with
a
sweet
and
bitter
taste,
known
for
its
versatility
and
distinctive
flavour.
Its
taste
is
enriched
with
an
infusion
of
13
herbs
and
plants.
Created
by
Angelo
Dalle
Molle,
a
Venetian
entrepreneur
and
philanthropist,
Cynar
was
launched
in
Italy
in
1952.
It
was
acquired
by
the
Group
in
1995.
The
key markets for the brand include Italy, Switzerland, the United States and Brazil.
The
Cinzano
portfolio
includes
on
the
one
hand
sparkling
wines
and
on
the
other
hand
vermouth
and
therefore
offers
a
wide
range
of
quality
products
that
are
suitable
for
different
occasions
and
tastes.
The
portfolio
was
acquired
by
the
Group
in
1999.
The
key
markets
for
Cinzano
sparkling
wines
are
Germany,
Italy
and
Russia.
The
key markets for Cinzano Vermouth are Argentina, Russia and Australia.
Mondoro and Riccadonna sparkling wines
Mondoro
is
an
Italian
superior
quality
sparkling
wine
brand.
Its
elegant
taste
and
prestigious,
sensual
bottle
design
are a symbol of taste and quality.
Riccadonna
is
one
of
Campari
Group's
historical
brands
and
is
offering
a
range
of
dry
and
sweet
sparkling
wines.
The brand was founded in 1921 and acquired by the Group in 2003.
The key markets for Mondoro and Riccadonna are Russia, France, South America and Asia Pacific.
Montelobos
stands
for
the
methodical
pursuit
of
true
perfection.
The
brand
has
emerged
from
centuries
of
ancient
mezcalero
craft,
artisanally
produced
and
strikingly
balanced.
The
key
markets
for
Montelobos
are
the
United
States and Mexico.
Champagne
Lallier
stands
as
a
modern
and
respected
Champagne
House.
The
distinctive
winemaking
philosophy
aims
at
enhancing
the
individuality
of
a
terroir.
The
brand
was
founded
in
1906
in
Aÿ,
one
of
the
few
villages
classified
as
‘Grand
Cru’.
The
brand
was
acquired
by
the
Group
in
2020.
The
key
markets
are
France,
Canada and Italy.
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
21
Regional priorities
:
main brand-building activities during 2021
Among
regional
brands
portfolio,
particularly
interesting
initiatives
were
launched
with
reference
to
some
brands
in
their
core
markets.
With
respect
to
Espolòn
,
during
the
summer
season
a
new
global
communication
platform
was
launched
including
impactful
out
of
home
advertising
in
selected
cities
in
the
United
States.
In
terms
of
new
propositions,
the
new
expression
made
of
100%
blue
weber
agave
with
a
touch
of
extra
Añejo
artfully
filtered
through
charcoal,
named
Espolòn
Cristalino,
was
launched
in
Mexico
.
With
the
objective
of
raising
awareness
and
reinforcing
authentic
Mexican
heritage,
Day
of
the
Dead
(Dia
de
Muertos)
campaign
was
launched
in
both
the
United
States
and
Italy.
In
terms
of
awards,
Espolòn
received
the
Impact
Hot
Brand
2020
award
for
the
5
th
year
in
a
row
and
was
named
one
of
the
Impact’s
Blue
Chip
brands,
the
drinks
industry’s
best
long-term
performers.
In
terms
of
The
GlenGrant
,
in
April
2021
Dennis
Malcolm,
The
GlenGrant’s
Master
Distiller,
celebrated
60
years
in
the
industry
and
his
tenure
as
Scotland’s
longest
serving
Master
Distiller:
To
support
this
milestone
achievement,
the
Dennis
Malcolm
60
th
Anniversary
Edition
was
launched
in
a
global
press
and
influencer
event
at
the
Rolls
Royce
showroom
in
London.
In
terms
of
honours,
The
GlenGrant
portfolio
received
multiple
awards
during
2021
in
the
context
of
the
Editors’
Choice
in
the
2021
spring
issue
of
Whiskey
Advocate
,
the
2021
San
Francisco World Spirits Competition and the Ultimate Spirits Challenge.
With
regard
to
Bulldog
,
i
n
April
2021,
a
new
Digital
Native
Campaign
‘Begin
Bold’
was
launched,
featuring
a
new
digital storytelling series of short films to champion the entrepreneurial attitude towards life.
With
respect
to
recent
acquisitions,
in
September
2021
the
Lallier
Série
R
was
launched
in
the
core
Italian
and
French
markets.
The
variant
is
a
brut
non-vintage,
reflecting
the
uniqueness
of
a
harvest
since
it
is
made
with
a
majority of grapes coming from a single harvest in 2018.
Local priorities
Campari
Soda
is
a
single-serve
alcoholic
aperitif
with
its
unique
and
incomparable
flavour.
This
icon
of
the
Italian
aperitivo
is
presented
in
its
signature
bottle
designed
in
the
1930s
by
Fortunato
Depero.
It
was
created
in
1932
and is considered the first pre-mixed drink in the world. Italy is its core market.
Crodino
is
a
single-serve
non-alcoholic
aperitif,
produced
since
1964.
It
was
acquired
by
the
Group
in
1995.
Over
the
years
the
brand
has
gradually
expanded
to
some
international
markets
and
the
Group
is
expecting
to
further
expand
the
brand
both
domestically
and
internationally
leveraging
the
positive
trend
of
low-alcohol/no-alcoholic
drinks. The top market for this brand is Italy.
Aperol
Spritz
Ready
to
Serve
is
a
convenient
Aperitivo
drink
made
with
selected
and
high-quality
ingredients.
Each
ready
to
serve
bottle
features
the
unchanged
and
secret
Aperol
recipe
made
with
citrus
oil
infused
with
precious
herbs
and
roots,
as
well
as
dry
sparkling
wine
and
a
dash
of
soda.
The
top
market
for
this
brand
is
Italy.
Moreover, the brand is being progressively introduced in new markets, such as Germany and Australia.
Wild Turkey ready-to-drink
Wild
Turkey
ready-to-drink
is
a
genuine
drink
with
its
authentic
bourbon
characteristic.
The
core
markets
of
this
brand is Australia.
X-Rated
is
an
exotic
fusion
of
ultra-premium
vodka
and
oranges,
fused
with
mango
and
passion
fruit.
The
core
markets of this brand are South Korea and China.
Local priorities
:
main brand-building activities during 2021
W
ith
the
reopening
of
the
on-trade
and
the
lifting
of
restriction
measures,
a
roll-out
programme
for
Crodino
aimed
at
strengthening
awareness
of
the
brand
as
‘the’
non-alcoholic
aperitivo
and
increasing
its
distribution
outside
Italy
was
accelerated
in
multiple
markets
such
as
Switzerland,
Austria,
Belgium,
Germany,
the
United
Kingdom,
as
well
as
Greece,
Romania
and
Bulgaria.
With
regard
to
Aperol
Spritz
RTE
(ready-to-enjoy),
in
January
2021
the
brand
was
launched
in
Australia
with
an
engaging
teaser
through
a
multi-channel
activation,
coupled
with
off-
and on-premise trade media activations to drive mass awareness and expand consumption moments.
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
22
e)
Increased global reach
The
Group
has
invested
significantly
in
recent
years
with
the
aim
of
reinforcing
its
distribution
capabilities
across
on-premise
and
off-premise
channels
in
its
international
markets.
Currently,
it
has
direct
distribution
networks
in
22
markets,
including
seven
in
the
Americas
(the
United
States,
Jamaica,
Canada,
Brazil,
Mexico,
Argentina
and
Peru),
four
in
SEMEA
(Italy,
France,
Spain
and
South
Africa),
eight
in
NCEE
(Germany,
Russia,
Switzerland,
Austria,
Belgium,
Luxembourg,
the
United
Kingdom
and
Ukraine),
and
three
in
Asia
Pacific
(Australia,
China
and
South
Korea).
Establishing
direct
markets
does
not
only
allow
the
Group
to
increase
its
focus
on
own
brands
in
a
given
market
from
a
marketing
as
well
as
from
a
commercial
standpoint:
it
also
enables
to
improve
working
capital
management
and
to
achieve
financial
benefits.
Today
Campari
Group’s
distribution
network
largely
reflects
the
structure
of
the
four
regional
business
units,
and
broadly
covers
core
markets
in
Europe
and
the
Americas,
where
the
company
is
now
well
positioned
to
leverage
these
strengthened
platforms
to
accelerate
its
growth.
During
2021
a
number
of
initiatives
were
carried
out
to
support
the
Group’s
strategy
to
further
develop
its
presence
in
the
high-potential
Asian-Pacific
markets
with
the
consequent
strengthening
of
the
route-to-market
and
distribution
channels in these areas to unlock future growth.
The
Group’s
strategy
foresees
to
establishing
its
own
distribution
network
in
each
country
(so
called
direct
market)
and
selling
to
retailers
and
wholesalers
through
its
internal
sales
organisation
whenever
the
critical
mass,
reached
by
the
Group
in
a
given
market,
makes
a
direct
investment
financially
attractive.
In
markets
where
the
Group
does
not
have
its
own
local
sales
organisations
(so-called
third-party
markets),
the
Group
works
with
carefully
selected
local
third-party
distributors
and
importers
to
ensure
high-quality
distribution
and
brand
development
in
these
markets.
Moreover,
over
the
Covid
pandemic,
the
spirits
sector
became
digital
as
purchasing
largely
moved
on-
line.
The
e-commerce
channel
has
significantly
expanded
offering
spirits
players
additional
growth
and
providing
an
effective
platform
to
pursue
new
premiumisation
and
brand
building
opportunities.
Today
e-commerce
has
become
engrained
for
many
consumers,
including
both
conventional
shoppers
and
consumers
looking
for
interesting
or
premium
brands
and
willing
to
pay
for
rapid
delivery.
As
such,
e-commerce
has
cemented
its
place
as
the
third
sales
channel
for
spirits
purchases.
Campari
Group
has
taken
significant
advantage
of
the
changing
consumer
shopping
behaviour
to
expand
its
business
online
and
further
building
momentum
for
its
premium
portfolio.
f)
Increased business scale
The
Group
generated
€2.2
billion
in
revenues
in
2021,
almost
doubling
its
revenues
as
compared
with
ten
years
ago.
Over
the
years,
the
Group
has
gradually
reduced
the
weight
of
third-party
brands
in
its
portfolio,
accounting
for
approximately
4%
of
the
Group’s
net
sales
in
2021,
while
focusing
more
and
more
on
its
own
brands.
This
has
enabled
the
Group
to
progressively
increase
its
critical
mass
in
several
individual
markets
where
the
Group
has
established
its
own
routes-to-market
in
line
with
its
strategy.
While
benefitting
from
an
increased
scale
at
a
global
level,
the
Group
remains
committed
to
pursuing
a
growth
strategy
that
gives
it
the
opportunity
to
build
and
maintain
a
leading
position
in
all
the
markets
where
it
has
a
direct
presence.
The
Group
now
has
a
scalable
business
model,
which
can
be
leveraged
across
the
whole
organisation.
In
2021,
the
net
sales
achieved
in
direct
markets
accounted for approximately 89% of the Group’s net sales.
g)
Strengthened global supply chain
Over
the
years
the
Group
significantly
expanded
its
supply
chain
capabilities,
bringing
bottling
activities
in
the
core
markets
of
the
US
and
Australia
in-house
sector
and
increasing
the
number
of
production
sites
to
22
at
31
December
2021
across
Italy,
France,
Scotland,
Greece,
United
States,
Canada,
Jamaica,
Mexico,
Brazil,
Argentina and Australia.
The
organisational
structure
of
Global
Supply
Chain
(GSC),
including
the
various
central
and
regional
roles
created
in
the
previous
years,
is
optimised
to
allow
the
focus
of
the
design
of
GSC
solutions
to
be
owned
and
delivered
by
central
functions,
while
the
execution
of
the
design
is
managed
locally
in
regions.
This
structure
ensures
a
more
consistent
approach,
reduced
IT
complexity
and
spend,
a
‘design
once
and
execute
many’
adoption of initiatives and, ultimately, a more efficient and effective GSC.
The
production
and
logistic
organisational
structure
ensures
the
separation
of
roles
and
responsibilities
between
marketing
and
sales
organisations,
responsible
for
sales
and
marketing
activities,
vis-á-vis
the
GSC
organisation,
responsible
for
coordinating
all
supply
chain
activities.
The
Campari
Group’s
GSC
operates
an
end-to-end
supply
solution
covering
the
functions
of
Planning,
Logistics
and
Engineering,
Manufacturing&Transformation,
Quality&Environment and Global Research&Development (R&D).
GSC’s
strategy
is
to
provide
a
superior
quality
customer
centric
supply
chain
solution
that
is
globally
leveraged
and
cost
competitive
and
to
oversee
external
co-packing
operations.
In
addition,
the
role
of
GSC
is
to
control
Demand
Planning
to
provide
the
most
accurate
future
demand
forecast
with
the
objective
of
minimising
inventory
while still providing the highest levels of customer service and ability to respond to the customers’ demand.
Externally
the
role
of
GSC
is
to
provide
products
of
the
right
quality
to
consumers
that
are
following
all
regulatory
requirements
and
Food
Safety
and
Quality
standards,
guaranteed
through
rigorous
inspection
controls
and
chemical,
microbiological
and
sensory
analysis.
Also,
the
monitoring
and
actioning
of
consumer
complaint
data
is
Campari Group-Annual report for the year ended 31 December 2021
Campari Group’s identity and business overview
23
part of its role, aiming to ensure the right level of customer service.
Moreover,
the
Group’s
continuously
confirmed
ambitions
to
streamline
processes
with
the
use
of
minimum
resources
and
low
impact
on
the
environment,
reduce
the
consumptions
of
energy,
water
and
waste,
as
well
as
meeting local regulatory environmental requirements, in line with the corporate environmental strategy.
Internally
the
role
of
the
GSC
is
to
continue
to
ensure
levels
of
efficiency
in
the
Group’s
manufacturing,
procurement
and
logistics
operations,
while
recognising
the
importance
of
this
area
and
its
impact
on
the
cost
of
goods
sold
(COGS).
The
aim
of
keeping
costs
below
inflation
and
supporting
the
margin
accretion
becomes
more
and more important, due to the induced logistic constraints and intensified input cost pressure worldwide.
h)
Solid track record in acquisitions
The
Group
has
been
very
active
in
the
industry
consolidation
process
with
a
solid
track
record
of
acquisitions.
Since
1995,
the
Group
has
completed
a
total
of
over
30
acquisitions,
which
significantly
strengthened
the
Group’s
brand
offerings
and
extended
its
geographic
reach.
The
Group
has
a
strong
history
of
developing
and
further
expanding
the
acquired
brands
via
efficient
marketing
tools
and
leveraging
its
enhanced
route-to-market.
With
the
transfer
of
the
registered
office
to
the
Netherlands
in
2020,
the
Group
aimed
to
enhance
its
increased
voting
mechanism
in
favour
of
long-term
shareholders
and,
therefore,
the
adoption
of
a
more
flexible
capital
structure
that can further support the Group in pursuing growth opportunities also via transformational deals.
The
Group’s
acquisition
strategy
is
driven
by
the
objective
of
reaching
or
enhancing
its
critical
mass
in
key
geographic
markets.
The
Group
focuses
its
acquisition
efforts
on
premium
spirits
brands
and
has
a
strong
track
record
for
re-launching
and
developing
acquired
brands
outside
their
domestic
markets
through
further
expanding
the global footprint of these brands and leveraging the Group’s enhanced distribution capabilities.
i)
Strong cash flow generation and financial debt profile
The
Group
concentrates
its
investments
in
the
areas
in
which
it
is
assessed
that
they
will
generate
the
greatest
benefits
in
support
of
the
long-term
growth
vision
of
creating
more
value
and
return
for
shareholders:
people
(‘the
Camparistas’),
brand
building
strategies,
innovation
and
e-commerce
initiatives,
investments
in
ageing
liquid
after
the
Group’s
expansion
to
brown
spirits,
route-to-market
and
technological
evolution
to
simplify
and
automate
the
processes
of
the
Group
and
systems
to
enable
faster
and
better
decision
making,
capital
spending
and
mergers
and acquisitions (M&A) processes.
Campari
Group’s
financial
profile
reflects
this
objective
and
has
been
confirmed
and
continues
to
be
very
strong
and
sound,
with
the
purpose
of
constantly
creating
efficiency
in
spending
and
resource
allocations.
The
Group’s
strong
track
record
of
cash
flow
generation
aimed
at
fuelling
business
growth
and
obtained
thanks
to
a
sustained
operating
performance
as
well
as
the
continuous
commitment
to
an
efficient
management
of
working
capital
has
allowed
the
Group
to
rapidly
deleverage
after
acquisitions,
while
maintaining
a
disciplined
approach
to
financial
management and staying focused on a conservative leverage profile.
Over
the
year
Campari
Group
generated
a
rigorous
approach
to
financial
management
across
the
whole
organisation.
Net
financial
position
management
is
characterised
by
the
following
features,
steadily
striving
for
improvements, while remaining focused on the Group’s long-term growth strategy:
•
predominant medium and long-term exposure balanced by positive short-term net financial position;
•
rapid action of mitigating costs to preserve liquidity and create savings;
•
focus
on
an
optimised
leverage
profile,
internally
measuring
the
indebtedness
ratio
with
the
aim
to
retain
it
at
a manageable level;
•
flexibility
guaranteed
namely
by
no
covenants
on
existing
debts
and
strong
financial
structure
boosted
by
liquidity and available credit lines;
•
credit
profile
alignment
with
the
best
market
opportunities
in
terms
of
yield
and
safety;
the
current
profile,
which
is
mainly
at
a
fixed
rate,
enabled
to
minimise
the
exposure
to
risks
and
face
the
significant
market
volatility
that
was experienced as a consequence of the pandemic.
Campari Group-Annual report at 31 December 2020
Intentionally blank page
Campari Group-Annual report for the year ended 31 December 2021
Management board report
25
Management board report for the year ended 31 December 2021
Index-Management board report
Campari Group-Annual report for the year ended 31 December 2021
Management board report
26
Significant events of the year
Acquisitions, commercial agreements and enhancement of distribution capabilities
Moët Hennessy and Campari Group partnered in a 50/50 joint-venture
Moët
Hennessy
and
Campari
Group
signed
the
closing
for
the
formation
of
a
50/50
joint-venture
(‘JV’)
with
the
purpose
of
investing
in
wines&spirits
e-commerce
companies
and
building
a
European
e-commerce
pure
player
in this growing business.
As
part
of
this
partnership,
Campari
contributed
its
stake
in
Tannico,
the
leading
e-commerce
platform
for
wines
and
premium
spirits
in
Italy,
to
the
JV
(in
2020
Campari
completed
its
initial
investment
of
49%
in
Tannico
for
a
consideration of €23.4 million).
Tannico
also
owns
a
majority
stake
of
68.5%
in
Ventealapropriete.com
(‘VAP’),
following
the
closing
taken
place
on
8
July
2021.
This
transaction
was
funded
via
a
capital
increase
underwritten,
among
other
shareholders,
by
Campari
for
€25.4
million.
Tannico
will
have
the
possibility
to
increase
its
interest
to
100%
of
VAP
from
2024.
VAP
is
a
major
e-commerce
platform
selling
premium
domestic
and
international
wines,
as
well
as
high-end
spirits
in
France. In 2020, VAP obtained net sales of €34.5 million (under local GAAP).
Tannico
and
Ventealapropriete.com
have
complementary
business
models,
territories
and
capabilities
in
terms
of
technology, marketing and logistics and generated pro-forma aggregated sales of over €70 million in 2020.
The
combined
business
will
be
led
by
a
seasoned
management
team
led
by
Marco
Magnocavallo,
current
Chief
Executive
Officer
of
Tannico,
who
remains
a
key
minority
shareholder
in
the
business.
The
transaction
confirms
the
Group’s
commitment
to
the
strategic
e-commerce
channel,
set
to
continue
to
grow
strongly
thanks
to
the
positive trend of the home consumption of spirits cocktails.
Route-to-market developments in Asia Pacific
During
2021
a
number
of
initiatives
were
realized
supporting
the
Group’s
strategy
to
further
develop
its
presence
in the Asian-Pacific markets.
In
January
2021,
Campari
Group
increased
its
interests
in
the
South
Korean
joint-venture
Trans
Beverages
Company
Ltd.,
from
40%
to
51%
of
share
capital.
As
a
result,
the
company,
previously
represented
as
a
joint-
venture
investment,
has
been
consolidated
since
4
January
2021.
Campari
Group
has
the
right
to
exercise
a
call
option on the remaining share capital from 2024.
In
April
2021,
the
Group
acquired
an
interest
in
a
New
Zealand
company,
Thirsty
Camel
Ltd.,
a
local
player
that
is
specialised
in
the
marketing
and
distribution
of
alcoholic
and
non-alcoholic
products
in
the
territory.
The
aim
of
the
agreement
is
to
promote
and
develop
the
Group’s
aperitifs,
bitters,
liqueur,
tequila,
single
malt
and
vodka
products in New Zealand.
On
8
October
2021,
Campari
Australia
and
The
Boston
Beer
Company,
parent
of
Truly
Hard
Seltzer,
entered
into
a
partnership
which
will
see
Campari
Australia
locally
manufacture
and
distribute
Truly
Hard
Seltzer
in
Australia
from
February
2022.
In
the
United
States,
the
biggest
hard
seltzer
market
globally,
Truly
grew
the
most
in
terms
of
number
of
cases
of
all
hard
seltzer
brands
in
the
last
12
months
leveraging
its
strong
innovation
pipeline
and
extensive
range.
Recently,
seltzer
RTDs
have
been
experiencing
exceptional
growth
in
Australia
as
well.
This
partnership will enable Campari Group to play a key role with Truly in this growing business.
On
17
November
2021,
Campari
Group
signed
an
agreement
with
Taiwan
Hsin
Lin
Enterprise
Company
Limited
(‘THL’)
to
acquire
an
initial
interest
stake
of
40%
in
Spiritus
Co
Ltd.,
a
newly
incorporated
joint-venture
in
Taiwan,
with
a
path
to
control
of
the
company
in
the
medium
term.
Spiritus
Co
Ltd.
was
incorporated
on
15
December
2021
and
started
its
operations
in
January
2022.
In
line
with
Campari
Group's
ambition
to
continue
to
expand
into
Asian
markets,
this
partnership
will
provide
the
Group
with
a
significant
platform
to
accelerate
the
growth
of
the
business
and
to
promote
and
develop
Campari
Group’s
brand
portfolio
in
Taiwan,
leveraging
THL’s
talented
team,
expansive sales force and distribution network.
Termination of the distribution agreements
With
the
aim
of
focusing
more
on
the
premium
offering
and
the
portfolio
of
brands
owned
by
the
Group,
at
the
beginning
of
2021
the
agreement
to
distribute
the
William
Grants&Sons
brands
in
Germany
was
terminated.
The
portfolio’s sales represented around 2% of the Group overall sales in 2020.
Furthermore,
the
distribution
agreement
for
the
Jägermeister
brand
in
Italy,
expired
in
December
2021,
will
not
be
renewed.
The
termination
of
this
agreement
has
been
effective
since
1
January
2022
and
is
not
expected
to
generate
material
effects
on
the
Group’s
accounts
(brand
sales
accounted
for
less
than
1%
of
consolidated
sales
in 2020).
Campari Group-Annual report for the year ended 31 December 2021
Management board report
27
Corporate actions
Annual General Meeting of Shareholders
The
Annual
General
Meeting
of
Shareholders
('AGM')
held
on
8
April
2021
adopted
the
2020
annual
financial
statements
and
agreed
the
distribution
of
a
cash
dividend
of
€0.055
per
outstanding
share,
in
line
with
the
dividend
distributed
in
the
previous
fiscal
year.
The
total
dividend,
calculated
on
the
outstanding
shares
and
excluding
own
shares
held
by
the
Company
at
the
date
of
the
General
Meeting
(41,061,670
shares),
amounted
to
€61,629,608.15 and was paid on 21 April 2021.
Employee Share Ownership Plan
The
AGM
approved
the
resolution
to
implement
an
Employee
Share
Ownership
Plan
(‘ESOP’)
aimed
at
encouraging
employees
to
share
the
Company’s
values,
strengthening
the
sense
of
belonging
and
encouraging
active
participation
in
the
Group’s
long-term
growth.
The
ESOP
is
intended
for
all
Group
employees,
with
the
exception
of
members
of
the
Board
of
Directors.
These
employees
will
be
offered
the
opportunity
to
allocate
certain
amounts
to
the
plan.
Their
contributions
will
be
used
to
purchase
shares
of
Davide
Campari-Milano
N.V.
(the
‘Purchased
Shares’)
by
the
plan
administrator
and,
after
a
three-year
vesting
period,
complementary
free
shares
will
be
awarded.
This
initiative
will
start
having
an
impact
on
the
Group’s
accounts
from
the
first
quarter
of
2022.
After
the
closing
of
the
enrolment
period
between
18
October
and
17
December
2021,
the
participation
rate
of
eligible
Campari
Group’s
employees
amounted
to
51.6%.
The
first
of
its
kind
since
the
Company’s
listing
on
the
Italian
stock
market
20
years
ago,
the
ESOP
is
yet
another
testimony
of
the
Group’s
ever
stronger
and
long
lasting
commitment
towards
its
people,
in
line
with
the
long-term
perspective
which
has
always
characterized
its
strategic vision.
Moreover,
in
the
context
of
the
ESOP,
the
AGM
approved
the
resolution
to
introduce
an
Extra-Mile
Bonus
Plan
(‘EMB’)
to
reward
all
permanent
employees,
who
worked
at
the
Group
for
at
least
6
months
during
2020,
with
the
exception
of
the
Group
Leadership
Team,
for
their
participation
in
the
Group’s
performance.
Eligible
employees
will
be
awarded
the
right
to
receive
a
number
of
Campari
shares
for
free,
subject
to
their
continued
employment
during
a
vesting
period
of
three
years.
This
beforementioned
initiative
started
having
an
impact
on
the
Group’s
accounts from the third quarter of 2021.
The
ESOP
and
EMB
Information
Documents,
drafted
in
accordance
with
applicable
legislation,
are
available
on
the Company’s website:
www.camparigroup.com/en/page/group/governance
.
Simplification of the Group’s structure
In
the
course
of
2021,
as
part
of
the
ongoing
process
of
optimising
and
streamlining
the
corporate
structure
of
the
Group,
Di.Ci.E.
Holding
B.V
has
been
incorporated
into
Davide
Campari-Milano
N.V.
and
the
merger
was
effective
from
14
December
2021.
The
transaction
was
carried
out
pursuant
to
Section
333
paragraph
1
juncto
Section
309
of
Book
2
of
the
Dutch
Civil
Code,
on
the
basis
of
the
statements
of
financial
position
of
the
Dutch
company
at 13 December 2021.
Share buyback plan and commitment to sustainability
The
AGM
held
on
8
April
2021
authorised
the
Board
of
Directors
for
the
purchase
of
own
shares,
mainly
aimed
at
the
replenishment
of
the
own
shares
portfolio
to
serve
the
current
and
future
stock
option
plans
for
the
Group’s
management
and
other
incentive
plans
currently
in
force.
The
authorisation
is
granted
until
8
October
2022.
The
repurchase
can
take
place
for
a
minimum
price,
excluding
expenses,
of
the
nominal
value
of
the
shares
concerned
and
a
maximum
price
of
an
amount
equal
to
5%
above
the
average
closing
price
over
a
period
of
5
days
preceding
the day of the agreement to acquire the shares.
On
31
May
2021
Davide
Campari-Milano
N.V
.
announced
the
launch
of
a
programme
covering
the
period
from
8
April
2021
to
8
October
2022
coordinated
by
Exane
BNP
Paribas
by
31
March
2022
at
the
latest.
Moreover,
the
programme
includes
a
contractually-agreed
reward
mechanism.
An
amount
deriving
from
the
outperformance
4
in
the
purchase
cost
of
the
shares
during
the
programme
will
be
allocated
by
Campari
to
an
energy
efficiency
project,
namely
the
installation
of
photovoltaic
panels
at
Campari’s
main
plant
located
in
Italy
(Novi
Ligure),
allowing
the
Company
to
insource
the
production
of
renewable
electricity
and
reduce
emissions,
in
line
with
Campari
Group’s
energy
efficiency
and
decarbonation
agenda.
Since
the
outperformance
generated
by
the
share
buyback
programme
is
higher
than
what
was
originally
expected,
it
is
possible
to
extend
the
financing
of
the
environmental
sustainability
photovoltaic
transformation
project
also
to
the
Italian
plant
in
Canale,
in
addition
to
the
plant
in
Novi
Ligure
(Italy).
By
introducing
this
share
buyback
programme
linked
to
an
ESG
commitment,
Campari
further
4 The outperformance is the difference between the purchase price and the average VWAP (Volume Weighted Average Price) during the execution period.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
28
confirms
its
strong
commitment
to
the
responsible
use
of
resources
and
reduction
of
the
environmental
impact
of
its production activities, one of the four pillars of Campari Group’s sustainability roadmap.
As
a
result
of
the
exercise
of
stock
option
plans,
between
1
January
and
31
December
2021,
the
Company
sold
19,009,546
own
shares,
for
a
total
cash-in
of
€68.3
million,
corresponding
to
the
average
exercise
price
multiplied
by
the
number
of
own
shares
sold
to
the
stock
option
beneficiaries.
Additionally
5,908
shares
were
transferred
in
the
context
of
other
forms
of
share
matching
plans.
In
the
same
period,
the
Company
purchased
5,931,376
shares
at
an
average
price
of
€12.0,
for
a
total
amount
of
€71.0
5
million.
Considering
the
spot
price
per
share
at
31
December
2021
of
€12.9,
a
theoretical
gain
of
€5.1
million
on
these
purchases
is
implied
within
Group
equity.
At
31 December 2021, the Company held 29,109,729 own shares, equivalent to 2.5% of the share capital.
Other ESG initiatives-Vaccination Hub collaboration in Italy
In
Milan,
Italy,
in
collaboration
with
one
of
the
largest
Italian
healthcare
providers,
Gruppo
MultiMedica,
a
vaccination
hub
was
created
to
support
both
Camparistas
and
other
company
employees,
as
well
as
local
citizens
during the critical months of the Covid-19 Italian vaccination campaign.
Global guidelines on ‘New ways of working’
Campari
Group
introduced
guidelines
for
the
new
ways
of
working
deriving
from
the
specific
regulations
that
each
country has enforced as a consequence of the pandemic.
The
new
ways
of
working
are
based
on
two
key
principles:
a
togetherness
connection,
which
is
fundamental
to
support
the
Group
culture
and
success,
and
flexibility,
to
combine
personal
and
work
activities
in
the
most
suitable
place
at
the
most
appropriate
time.
The
right
office
environment
will
be
a
place
in
which
Camparistas
can
achieve
great
things
working,
creating
and
collaborating
together.
The
Group
will
continue
to
invest
more
over
time
on
designing
the
right
environments
for
Camparistas
to
work
together.
The
office
space
will
acquire
a
new
meaning
and
will
remain
a
core
component
of
the
working
philosophy
while,
at
the
same
time,
Camparistas
will
embrace
remote working and exploit relevant technology.
Campari Group celebrated 20 years on the Italian Stock Exchange
Since
the
initial
public
offering
on
the
Italian
Stock
Exchange
on
6
July
2001,
Campari
Group
has
evolved
into
a
top
global
spirits
player
through
nearly
€3.4
billion
in
acquisitions,
driving
its
market
capitalisation
from
€0.9
billion
in
July
2001
to
€14.9
billion
in
December
2021,
approximately
17x
the
market
capitalisation
at
IPO
6
.
Having
increased
its
net
sales
from
€494.3
million
in
2001
to
€2,172.7
in
2021,
Campari
Group
is
a
true
success
story.
Over
the
last
two
decades,
Campari
Group
has
successfully
built
upon
its
proud
history
to
become
one
of
the
leading
players
in
the
global
branded
beverage
industry.
In
2020,
the
Company
transferred
its
registered
office
to
the
Netherlands
with
no
impact
on
its
operations
or
on
its
tax
residence,
which
remain
in
Italy.
Davide
Campari-
Milano N.V.’s ordinary shares continue to be listed solely on the Italian Stock Exchange.
Subsequent events
Subsequent
events
relating
to
corporate
actions,
significant
events,
acquisitions
and
commercial
agreements
and
other
significant
events
impacting
results
are
reported
in
a
dedicated
note
in
the
Campari
Group
consolidated
financial statements, to which reference is made.
5
The amount does not include the payable of €0.1 million to be collected in connection with the share buyback programme.
6
All stock data references from 6 July 2001 to 31 December 2021. IPO date 6 July 2001.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
29
Campari Group-Annual report for the year ended 31 December 2021
Management board report
30
Group Financial Review
During
the
year
ending
31
December
2021
certain
adjustments
on
the
purchase
price
allocation
related
to
the
acquisitions
completed
in
2020
were
recorded.
Those
changes
required
some
of
the
balances
stated
at
31
December
2020
to
be
shown
differently,
as
detailed
in
the
note
3
xi-‘Reclassification
of
comparative
figures
at
31
December
2020’
of
the
Campari
Group’s
consolidated
financial
statements
at
31
December
2021,
to
which
reference
is
made.
These
adjustments
did
not
have
a
significant
impact
on
the
profit
or
loss
or
cash
flows
for
the
period ending 31 December 2020.
In
2021,
the
Group’s
net
sales
amounted
to
€2,172.7
million,
an
overall
increase
of
+22.6%
as
compared
with
2020.
The
organic
growth
component
reported
a
strong
change
of
+25.6%,
only
partially
offset
by
the
adverse
impact in both perimeter and exchange rate components, negative at -1.9% and -1.0% respectively.
for the years ended 31 December
full year change %, of which
organic change % by quarter
(1)
Includes the effects associated with hyperinflation in Argentina.
1.
Organic change
The
organic
performance
in
2021
was
very
positive,
registering
double-digit
growth
(+25.6%).
The
fourth
quarter
continued
to
show
a
solid
double-digit
positive
trend
(+20.9%),
despite
the
pandemic
fourth-wave
disruption
at
year-end
affecting
consumption
and
logistics.
It
was
also
boosted
by
a
favourable
comparison
base
in
the
fourth
quarter
of
2020
(-7.0%),
which
had
been
impacted
by
the
re-introduction
of
restrictions
in
the
on-premise
channel.
The
very
positive
growth
of
2021
confirmed
the
continued
strong
and
healthy
brand
momentum
across
key
markets,
thanks
to
resilient
off-premise
dynamics
and
the
on-premise
bounce-back.
In
addition,
the
comparison
base
for
the
full
year
2020
(-4.1%
organic
growth)
had
an
overall
positive
impact
on
the
performance
registered
in 2021.
If
compared
with
2019
results,
an
unaffected
base
with
respect
to
Covid-19
and,
hence,
considered
to
be
a
reference
benchmark,
the
net
sales
performance
in
2021
was
highly
satisfactory
with
an
overall
organic
increase
of
+20.5%
7
,
demonstrating
a
solid
underlying
business
momentum
driven
by
overall
increased
consumption
and
brands penetration vs. pre-pandemic levels.
2.
Perimeter variation
The perimeter variation of -1.9% in 2021, as compared with sales in 2020, is analysed in the table below.
breakdown of the perimeter effect
acquisitions (Baron Philippe de Rothschild France Distribution S.A.S.
(1)
and Champagne Lallier)
discontinued agency brands
(1)
Baron
Philippe
de
Rothschild
France
Distribution
S.A.S.
(‘RFD’),
re-named
Campari
France
Distribution
S.A.S.
(‘CFD’).
Effective
from
1
January
2021
CFD
and
Marnier-Lapostolle Bisquit SAS were merged. The name of the new company following the merge was Campari France SAS.
•
Business acquisitions
In
2021,
the
perimeter
variation
due
to
business
acquisitions
was
positive
at
+0.4%.
It
was
driven
by
the
acquisitions
of
CFD
from
28
February
2020
and
of
Champagne
Lallier
from
30
June
2020.
With
regard
to
the
CFD
acquisition,
sales
of
the
Campari
Group’s
brands
contributed
to
the
organic
sales
change,
as
they
were
previously
distributed
by
CFD,
and
were
hence
reported
as
Group
sales,
by
virtue
of
the
distribution
agreement
that
had
existed
prior
to
the
acquisition,
whereas
sales
of
agency
brands
are
classified
as
perimeter
variations.
With
respect
to
the
inclusion
of
Trans
Beverage
Ltd.
in
the
Group’s
perimeter
at
January
2021,
sales
of
the
Campari
Group’s
own
brands
for
2021
was
reported
as
an
organic
component
in
light
of
the
previous
distribution
agreement
in
place
for
the
South
Korean
market,
whereby
sales
in
that
market
were
already
represented
as
Group
sales,
whereas
the
agency
brands
of
the
legal
entity
included
in
the
Group’s
figures
following
this
acquisition
were
recorded as a perimeter effect.
7
The
organic
percentage
change
in
2021
compared
with
2019
is
calculated
as
the
sum
of
the
overall
values
of
organic
performance
in
2021
and
2020
(with
respect to 2020 and 2019 respectively), divided by the overall net sales for the comparison period, i.e. 2019.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
31
•
Agency brands distribution
The
perimeter
variation
due
to
the
distribution
of
agency
brands
in
2021
represented
a
net
decrease
of
-2.3%
and
was
mainly
related
to
the
termination
of
the
agreement
to
distribute
the
William
Grants&Sons
portfolio
in
Germany
from
January
2021,
which
more
than
offset
the
sales
generated
by
the
agency
brands
distributed
by
Trans
Beverage Ltd. as mentioned above.
3.
Exchange rate effects
The
exchange
rate
effect
for
the
year
ending
2021
was
negative
at
-1.0%,
mainly
due
to
the
devaluation
of
the
US
Dollar,
one
of
the
Group’s
key
currencies,
against
the
Euro,
combined
with
the
devaluation
of
the
Jamaican
Dollar,
the
Brazilian
Real,
the
Argentina
Peso,
the
Russian
Ruble
and
the
Swiss
Franc.
The
exchange
rate
effect
includes the impact of applying IFRS guidance on managing hyperinflation in Argentina.
The
table
below
shows,
for
the
Group’s
most
important
currencies,
the
average
exchange
rates
for
the
year
ending
2021,
and
the
spot
rates
at
31
December
2021,
with
the
percentage
change
against
the
Euro
as
compared
with
the same period in 2020 and at 31 December 2020.
for the year ended
31 December 2021
for the year ended
31 December 2020
revaluation/(devaluation)
vs. 2020
revaluation/(devaluation)
vs. 31 December 2020
(1)
The average exchange rate of the Argentine Peso for both 2021 and 2020 was equal to the spot exchange rate at 31 December 2021 and 31 December 2020
respectively.
4.
Comments on sales performance
The
Group’s
revenues
include
sales
of
spirits
on
the
markets.
Their
nature,
amount,
timing
and
uncertainty
as
well
as
the
connected
cash
flows
are
affected
by
economic
factors
influenced
by
homogeneous
elements,
although
markets
have
different
sizes
and
maturity
profiles.
These
elements
are
primarily
attributable
to
geographical
areas’
features
and
the
related
breakdown
by
countries
and,
secondly,
to
the
development
of
brand
clusters (global, regional and local) and the related breakdown by brands.
For
the
Group
the
four
operating
segments
managed
in
terms
of
resource
allocation,
particularly
investment
in
brand-building
and
distribution
capabilities
are
the
following:
Americas
(‘AMERICAS’),
Southern
Europe,
Middle
East and Africa (‘SEMEA’), Northern, Central and Eastern Europe (‘NCEE’), and Asia-Pacific (‘APAC’).
In
order
to
highlight
the
main
business
performance
drivers
in
a
geographically
diversified
context,
and
assess
the
contribution
of
the
newly
acquired
brands
to
the
overall
sales
performance
of
the
Group,
further
breakdowns
by
brand
category
(global,
regional
and
local
brands)
and
for
major
brands,
are
provided,
to
better
explain
their
contribution
to
the
region.
The
categorisation
of
brands
into
three
main
clusters
(global
priorities,
regional
priorities
and
local
priorities)
is
based
on
the
geographic
scale,
business
priorities
and
growth
potential
of
the
brands
themselves.
The
sales
performance
of
the
four
operating
segments
in
2021
in
comparison
to
2020
is
provided
in
the
table
below.
for the years ended 31 December
full year change %, of which
fourth quarter
organic
change %
Southern Europe, Middle East
and Africa
North, Central and Eastern
Europe
(1)
Includes the effects associated with hyperinflation in Argentina.
The
total
growth
of
the
Group's
main
brands
in
2021,
as
well
as
the
organic
performance
of
the
portfolio
and
the
key
brands
compared
to
2019
unaffected
by
Covid-19
and
hence
considered
to
be
a
reference
benchmark,
is
provided in the table below.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
32
While
the
global
priority
includes
brands
with
a
more
diversified
geographic
exposure,
regional
priorities
are
concentrated in a limited number of countries and local priorities are primarily one-market oriented.
In
order
to
provide
information
on
the
contribution
of
the
brand
to
each
geography,
the
breakdown
of
the
geographic
areas
and
key
markets
is
provided
below,
according
to
a
scale
that
considers
the
contribution
rate
of
the brands to each relevant geographic area/market.
full year change % compared with full year 2020, of
which
percentage of 2021 Group’s net
sales
fourth quarter
organic change
% compared
with fourth
quarter 2020
full year organic
change %
compared with full
year 2019
main region/markets
for brands
Wild Turkey portfolioʿ¹ʾʿ²ʾ
Jamaican rums portfolioʿᶟʾ
local priority brands
ʿ⁶ʾ
Wild Turkey portfolio ready-
to-drinkʿ⁷ʾ
(1)
Excludes ready-to-drink.
(2)
Includes American Honey.
(3)
Includes Appleton Estate, Wray&Nephew Overproof and Kingston 62.
(4)
Includes Braulio, Cynar, Averna and Frangelico.
(5)
Includes Bisquit&Dubouché, Riccadonna, Mondoro, Trois Rivières, Maison La Mauny, Ancho Reyes, Montelobos and Lallier.
(6)
In
light
of
the
positive
trends
recorded
over
the
past
periods,
starting
from
1
January
2021
Aperol
Spritz
ready-to-enjoy
and
X-Rated
were
moved
from
the
rest
of
the
portfolio
category
and reported as local priority brands.
(7)
Includes American Honey ready-to-drink.
(8)
Includes Cabo Wabo, Ouzo, X-Rated and Aperol Spritz ready-to-enjoy. Aperol Spritz ready-to-enjoy is a stand-alone brand not included in the Aperol brand performance.
An
in-depth
analysis
by
geographical
region
and
core
market
of
sales
registered
in
2021
in
comparison
with
2020
is
provided
below.
Unless
otherwise
stated,
the
comments
relate
to
the
organic
change
in
each
market.
The
performance
of
each
region
and
the
key
markets
compared
to
2019,
unaffected
with
respect
to
Covid-19
and
hence considered to be a reference benchmark, is also provided.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
33
•
Americas
The
region,
broken
down
into
its
core
markets
below,
recorded
an
overall
organic
increase
of
+23.0%.
The
region
is
predominantly
off-premise
skewed,
particularly
North
America.
If
compared
to
the
results
of
2019,
the
performance of 2021 in the region confirmed the very positive double-digit trend, rising at +19.9%.
for the years ended 31 December
full year change %, of which
fourth
quarter
organic
change %
full year
organic change
% compared
with 2019
Other countries
of the region
(1)
Includes the effects associated with hyperinflation in Argentina.
The
United
States
,
the
Group’s
largest
market,
accounting
for
26.8%
of
total
Group
sales,
closed
2021
with
a
very
positive
organic
performance
of
+18.9%
(+6.8%
in
the
fourth
quarter),
benefitting
from
the
progressive
on-
premise
reopening
and
resilient
off-premise
consumption.
The
full
year
confirmed
a
sustained
double-digit
performance
driven
by
the
very
solid
premiumisation
trend
in
spirit
consumption
supporting
the
performance
of
Grand
Marnier,
Espolòn
and
Wild
Turkey,
with
high-end
expressions
outperforming,
combined
with
good
results
from
the
aperitif
segment
(Aperol
and
Campari).
SKYY
was
flattish,
while
the
shipment
performance
of
the
Jamaican
rums
portfolio
was
slightly
negative
reflecting
both
a
tough
comparison
base
as
well
as
supply
constraints.
The
result
in
the
fourth
quarter
was
very
solid
(+6.8%)
despite
the
tough
comparison
base
(+13.0%
in
the
fourth
quarter
of
2020)
and
it
was
driven
by
the
good
performances
of
Grand
Marnier,
Espolòn
and
the
Aperitifs,
which
offset the weakness in shipments of the Wild Turkey portfolio, affected by supply chain constraints.
Off-premise
sell-out
data
reflected
the
very
tough
comparison
base
from
last
year,
while
the
2-year
stack
grew
by
+28.2% in value terms, ahead of the overall spirits market
8
.
Jamaica
recorded
an
increase
in
sales
of
+28.0%
(+8.4%
in
the
fourth
quarter)
against
an
easy
comparison
base.
Overall
performance
was
driven
by
the
strong
growth
of
Wray&NephewOverproof,
Appleton
Estate,
Campari
and
Magnum
Tonic.
Resilience
in
the
off-premise
channel
was
supported
by
sustained
home
consumption,
while
the
on-premise
channel
began
to
show
an
improvement,
following
the
reduction
in
curfew
hours,
particularly
ahead
of the year-end festive season, combined with an improvement in the tourism sector.
Canada
reported
highly
positive
growth
of
+10.9%
in
2020
(+11.5%
in
the
fourth
quarter),
mainly
driven
by
Forty
Creek,
Appleton
Estate,
Espolòn,
Grand
Marnier,
SKYY
Vodka
and
benefitting
from
the
on-premise
channel
gradual reopenings.
Brazil
registered
solid
growth
of
+32.9%
mainly
driven
by
Campari
and
Aperol,
as
well
as
the
local
brand
Dreher,
supported
by
an
easy
comparison
base
with
the
same
period
in
the
previous
year
(-15.2%
in
2020).
The
trading
environment remains volatile and still heavily affected by the pandemic.
Mexico
showed
sound
organic
growth
of
+56.1%
(+50.5%
in
the
fourth
quarter)
against
a
favourable
comparison
base
on
the
same
period
in
the
previous
year
(-31.2%
in
2020
and
-25.2%
in
the
fourth
quarter),
sustained
by
the
lifting
of
restrictions
in
the
summer
period,
leading
to
fully
reopened
on-trade
premises
at
the
end
of
the
year.
Both
international
and
domestic
tourism
improved
and
gradually
recovered
during
the
year.
SKYY
ready-to-drink,
Montelobos and Aperol showed very positive performances.
The
other
countries
reported
an
overall
organic
growth
in
sales
of
+45.1%
with
improved
brand
momentum
in
a
volatile
trading
environment,
also
favoured
by
a
low
comparison
base
(-13.7%
in
2020).
Performance
was
boosted
by
the
very
positive
results
registered
in
Peru
,
Chile
and
Argentina
.
In
the
latter
market,
as
a
prudent
measure
to
strip-out
the
effects
of
the
local
high
inflation
rate,
the
organic
change
includes
only
the
component
attributable
to the volumes sold.
•
Southern Europe, Middle East and Africa
The
region,
which
is
broken
down
by
core
markets
in
the
table
below,
reported
an
organic
increase
of
+36.7%.
It
is
predominantly
skewed
to
the
on-premise
channel.
If
compared
to
the
results
of
2019,
the
2021
performance
was
up
by
double-digits
(+15.5%).
The
overall
performance
of
the
period
benefitted
from
favourable
weather
8
Source: Nielsen data XAOC+Liquor+Plus Conv CYTD, 52 weeks ended 1 January 2022.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
34
conditions
during
the
key
summer
season
for
the
aperitif
portfolio
and
the
bounce-back
of
consumption
in
the
on-
premise
channel,
thanks
to
the
positive
progression
of
the
vaccination
campaign.
Nonetheless,
uncertainty
remains due to the continued emergence of new variants.
for the years ended 31 December
full year change %, of which
fourth
quarter
organic
change %
full year
organic
change %
compared
with 2019
Other countries of the region
Southern Europe, Middle
East and Africa
(1)
Global Travel Retail.
The
performance
in
the
on-premise
skewed
Italian
market
was
very
strong
in
2021
(+36.4%),
favoured
also
by
an
easy
comparison
base
(-17.4%
in
2020),
and
was
mainly
driven
by
the
strong
double-digit
growth
of
both
the
aperitifs
portfolio
(Campari,
Aperol)
and
the
single-serve
aperitif
Campari
Soda.
Non-alcoholic
single
serve
aperitif
Crodino
performed
also
well
in
2021,
although
it
has
not
yet
fully
recovered
since
pre-pandemic
level.
Aperol
Spritz
ready-to-enjoy
was
also
very
positive
in
the
year.
The
overall
performance
was
favoured
by
overall
increased
frequency
of
consumption
across
channels
and
the
‘revenge
conviviality’
in
the
on-premise
venues
over
the
year,
combined
with
an
extremely
favourable
summer
season
also
in
terms
of
weather.
This
trend
was
further
strengthened
by
the
restart
of
the
tourist
flow
(both
domestic
and
international),
combined
with
a
still
relevant
staycation effect.
The
2021
fourth
quarter
growth
of
+60.0%,
on
the
back
of
an
easy
comparison
base
(-32.6%
in
the
fourth
quarter
2020),
reflects
the
strong
brand
momentum
and
the
boost
generated
by
the
much-anticipated
reopening
of
ski
resorts and the local winter-tourism season.
The
2021
organic
growth
in
Italy
was
very
resilient
even
compared
with
2019,
showing
a
growth
of
+12.8%
and
+8.0% for the full year and the fourth quarter respectively.
Off-premise
sell-out
data
was
positive,
outperforming
the
overall
spirits
market,
growing
at
+38.0%
in
value
terms
compared with 2019’s unaffected base in value terms, thanks to a strong performance from the aperitifs
9
.
France
registered
an
organic
growth
of
+22.1%,
mainly
driven
by
the
continued
positive
brand
momentum
of
Aperol, Riccadonna, as well as the sound growth of Campari, Trois Rivieres and Grand Marnier.
Global
Travel
Retail
reported
double-digit
growth
of
+70.2%
with
an
acceleration
in
the
fourth
quarter,
against
a
favourable
comparison
base
(-68.9%
in
2020).
The
performance
reflected
the
initial
lifting
of
global
travel
restrictions, which were still disruptive and remained down by -48.3% compared with 2019.
The
other
countries
in
the
region
reported
overall
growth
of
+63.4%,
favoured
by
an
easy
comparison
base
(-38.7%
in
2020).
In
particular,
Spain
,
which
is
an
on-premise
skewed
market,
benefitted
from
the
recovery
of
this
channel
despite
the
lack
of
international
tourism.
The
strong
performance
in
South
Africa
was
mainly
supported
by
the
progressive
replenishment
of
stock
levels
against
an
easy
comparison
base.
Nigeria
showed
a
very
good
growth
driven
by
the
core
brand
Campari,
still
in
a
volatile
scenario
with
ongoing
socio-economic
instability,
while
Greece
recorded double-digit growth in the period.
•
Northern, Central and Eastern Europe
The
region
reported
highly
positive
overall
organic
growth
(+18.6%)
across
its
core
countries.
Predominantly
off-
premise
skewed,
it
confirmed
a
very
positive
home
consumption
trend,
combined
with
on-premise
recovery
in
2021.
If
compared
with
the
results
of
2019,
the
performance
in
2021
in
the
region
reflected
positive
double-digit
growth of +25.8%.
9
Source: IRI Liquid Data-Hypermarkets+Supermarket+Proximity stores/Superettes-YTD 26 December 2021.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
35
for the years ended 31 December
full year change %, of which
fourth quarter
organic
change %
full year organic
change %
compared with
2019
Other countries
of the region
North, Central and
Eastern Europe
Germany
showed
a
very
resilient
performance
with
continued
double-digit
growth
(+10.7%),
despite
a
tough
comparison
base
(+8.6%
in
2020).
Performance
was
mainly
driven
by
the
very
favourable
growth
of
Aperol
and
Aperol
Spritz
ready-to-enjoy,
with
the
latter
being
recently
launched
in
the
market.
In
addition,
Campari,
Crodino
and
Grand
Marnier
also
struck
up
positive
performances.
The
strong
business
momentum
continued
into
the
fourth quarter (+12.4%) notwithstanding the less pronounced staycation effect.
Off-premise
sell-out
data
grew
by
+28.3%
in
value
terms,
over
twice
as
fast
as
the
overall
spirits
market
compared
with 2019’s unaffected base
10
.
Sales
in
the
United
Kingdom
reflected
positive
growth
of
+39.1%,
benefitting
from
the
good
momentum
in
the
on-premise
channel,
following
the
full
reopening
of
venues
and
a
strong
consumer
demand
for
social
interaction,
combined
with
sustained
off-premise
consumption.
Performance
was
mainly
driven
by
the
very
positive
growth
of
Aperol,
Campari,
Wray&Nephew
Overproof
and
Magnum
Tonic.
Moreover,
the
very
solid
performance
of
the
fourth quarter (+29.2%) was sustained by a favourable comparison base (-20.4% in the fourth quarter 2020).
Russia
registered
a
very
positive
growth
of
+25.0%.
The
performance
in
the
period
was
driven
by
the
double-
digit growth of the sparkling wine Mondoro, Aperol and Campari.
Performance
in
the
other
countries
of
the
region
was
up
overall
by
+19.4%,
thanks
to
the
double-digit
trends
of
Switzerland
,
Austria
and
Belgium
, largely led by Aperol.
•
Asia-Pacific
This
region,
which
is
predominantly
off-premise
skewed
and
whose
market
breakdown
is
shown
in
the
table
below,
recorded
a
strong
organic
growth
of
+22.9%,
supported
by
the
Group’s
enhanced
investments
across
all
levels
in
the
region.
The
overall
environment
is
still
volatile
in
the
region,
due
to
the
high
incidence
of
Covid-19
cases,
triggering
renewed
localised
lockdowns
and
affecting
the
recovery
of
the
on-premise
channel.
If
compared
with
the results of 2019, the performance for 2021 in the region showed strong organic growth of +27.9%.
for the years ended 31 December
full year change %, of which
fourth
quarter
organic
change
%
full year
organic change
% compared
with 2019
Other countries
of the region
In
Australia
,
the
region’s
largest
market,
organic
growth
in
the
period
was
almost
stable:
the
positive
performance
of
Wild
Turkey
ready-to-drink,
Campari
and
Aperol
Spritz
ready-to-enjoy
helped
offset
the
weakness
of
Espolòn
and Wild Turkey, impacted by supply constraints linked to trans-oceanic shipments.
Performance
in
the
fourth
quarter
(-12.5%)
was
impacted
by
a
tough
comparison
base,
very
poor
weather
conditions, and the aforementioned supply constraints.
Off-premise
sell-out
in
Australia
remained
strong
growing
by
+25.8%
in
value
terms
compared
with
2019’s
unaffected base
11
.
Sales
in
the
other
countries
of
the
region
grew
by
triple
digits,
also
favoured
by
an
easy
comparison
base
(-29.7%
in
2020),
driven
by
the
very
positive
performance
in
China
(+126.4%),
New
Zealand
and
South
Korea
,
which
also
benefitted
from
the
Group’s
enhanced
investments
into
business
infrastructures.
In
China
the
Group
continues
to
build
its
brands,
with
positive
performance
from
X-Rated,
SKYY
Vodka
and
Aperol.
In
South
Korea,
the positive performance is mainly driven by X-Rated and high-end Wild Turkey offerings.
10
Source: Germany NielsenIQ RMS-Grocery+Drug (spirits incl. RTDs excluding. Crodino), YTD December 2021.
11
Source: IRI, YTD 26 December 2021.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
36
Focusing
on
the
performance
of
the
brands,
in
order
to
explain
in
more
detail
the
reasons
underlying
the
aforementioned
performances
by
geography,
the
main
drivers
concerning
the
sales
trends
by
brand
category
and
by brand are reported below.
All
brand
clusters
recorded
double-digit
growth
in
2021.
The
performance
of
the
global,
regional
and
local
brand
clusters
also
confirmed
double-digit
growth
when
compared
with
2019,
thanks
to
the
continued
strong
and
healthy
brand momentum.
Global priority
performance (+26.2%) was driven by the solid brand momentum.
Aperol
registered
organic
growth
of
+32.8%with
double-digit
performance
across
all
major
markets
as
the
brand
continued
to
recruit
consumers
in
the
on-premise
channel
and
also
benefitted
from
sustained
home
consumption.
Core
markets
such
as
Italy,
the
United
States,
France,
the
United
Kingdom,
Russia,
Switzerland,
Belgium,
and
Austria
expanded
by
double
digits,
while
Spain
grew
by
triple-digits,
aided
by
the
strong
recovery
in
the
on-
premise.
Newer
markets
such
as
China
and
Mexico
also
grew
triple-digits,
while
Latin
American
markets
such
as
Brazil and Argentina grew by high double-digits. Compared with 2019 Aperol grew by +32.2%.
Campari
was
up
by
+30.1%,
with
a
very
positive
performance
in
its
core
markets,
recording
double-digit
growth
in
the
Italian
market
and
solid
performances
in
United
States,
the
United
Kingdom,
Nigeria,
Jamaica,
Brazil,
Argentina
and
Germany.
The
performance
benefitted
from
positive
home
mixology
trends,
as
well
as
positive
on-
premise
momentum.
Strong
appreciation
for
the
liquid
versatility
as
well
as
proprietary
cocktails
such
as
the
Negroni,
Boulevardier
and
Americano
and
the
spread
of
Campari
spritz
in
established
markets
are
the
key
drivers
of
the
brand’s
continued
growth.
Compared
with
2019
Campari
grew
by
+23.4%.
The
Wild
Turkey
portfolio
,
recorded
very
solid
growth
of
+10.9%,
driven
by
a
solid
category
momentum
and
the
premiumisation
trend
favouring
the
high-end
offering,
especially
in
the
core
United
States
market,
offsetting
the
weakness
of
Australia,
mainly
impacted
by
logistic
constraints.
SKYY
closed
2021
with
growth
of
+8.2%,
against
an
easy
comparison
base,
driven
by
the
double-digit
performance
of
international
markets,
offsetting
the
soft
performance
in
the
core
United
States.
Grand
Marnier
recorded
a
solid
growth
of
+43.2%,
mainly
driven
by
the
very
positive
trend
in
the
core
United
States
market,
favoured
by
home-made
cocktail
consumption
trends
as
well
as
the
success
of
the
Grand
Margarita
in
both
channels.
The
French
and
Canadian
markets
also
reported
a
growth.
The
Jamaican
rums
portfolio
registered
organic
growth
of
+22.7%
with
Appleton
Estate
(+31.0%)
benefitting
from
the
favourable
category
trend
in
premium
rum,
particularly
in
the
United
States,
the
United
Kingdom,
Jamaica
and
Canada
while
Wray&NephewOverproof (+17.1%) was driven by its core markets: Jamaica, the United Kingdom and Canada.
Regional
priority
brands
notched
up
very
sound
figures
(+29.8%),
with
Espolòn
continuing
to
grow
at
double-
digit
rates,
thanks
to
the
solid
premium
tequila
category
momentum
in
its
core
United
States
market,
combined
with
the
very
positive
performance
of
The
GlenGrant
,
growing
by
double
digits
thanks
to
the
successful
repositioning
of
the
brand
with
increased
focus
on
the
long-term
and
high-end
variants.
The
other
brands
such
as
Bulldog,
the
Italian
bitters,
the
sparkling
wines
(
Mondoro
and
Riccadonna
)
and
Cinzano
,
Bisquit&Dubouché
,
Ancho Reyes
,
Montelobos
and
Lallier
also delivered highly positive figures.
The
local
priority
brands
grew
by
+24.6%,
driven
by
the
highly
positive
performance
of
Campari
Soda
across
channels
following
a
successful
brand
relaunch
in
core
Italy,
combined
with
the
good
results
of
Aperol
Spritz
ready-to-enjoy
,
which
was
sustained
by
sound
growth
in
Italy
and
the
first
introduction
of
the
brand
in
selected
international
markets
such
as
Germany
and
Australia.
The
overall
performance
was
further
strengthened
by
the
strong growth of
X-Rated
in China and South Korea, as well as the solid growth of
Crodino
.
The
rest
of
the
portfolio
reported
double-digit
growth
of
+18.3%,
thanks
to
the
positive
results
of
Magnum
tonic
and SKYY ready-to-drink.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
37
Statement of profit or loss
Key highlights
Profit
or
loss
for
the
full
year
2021
showed
a
very
positive
organic
performance
for
all
profitability
indicators,
confirming
a
very
sustained
recovery
throughout
the
year.
Specifically,
in
organic
terms,
net
sales,
gross
profit,
contribution
margin
and
the
result
from
recurring
activities
(EBIT-adjusted)
showed
unprecedent
growth,
in
a
still
highly
volatile
context,
of
+25.6%,
+28.5%,
+28.3%
and
+42.3%,
respectively.
In
particular,
all
indicators
grew
strongly
compared
to
net
sales,
thus
driving
margin
accretion,
driven
by
the
healthy
brand
momentum
across
key
markets,
despite
the
challenges
of
logistics
constraints
and
the
initial
effect
of
cost
inflation.
Overall,
these
results
were
supported
by
a
favourable
comparison
base
with
2020
due
to
the
pandemic.
Focusing
on
the
last
quarter
of
2021
the
Group
achieved
a
strong
topline
performance,
despite
the
logistic
constraints,
whilst
the
EBIT-adjusted
was
up
by
+2.1%
(-31.8%
when
compared
to
last
quarter
of
2019),
reflecting
enhanced
advertising
and
promotional expenses investments during the peak season combined with intensified cost inflation.
When
compared
to
2019
results,
unaffected
by
Covid-19,
the
organic
performance
of
all
indicators
was
very
solid
too,
showing
double
digit
growth
across
all
indicators.
This
result
was
achieved
thanks
to
strong
business
momentum
over
brand
and
geography
combinations
with
overall
increased
consumption
and
penetration
versus
pre-pandemic level.
In
the
year
2021
the
perimeter
component
was
namely
related
to
the
termination
of
some
distribution
agreements
from
January
2021,
only
partially
offset
by
the
acquisition
of
Campari
France
Distribution
SAS
12
,
finalised
on
28
February 2020 and the acquisition of Champagne Lallier S.a.r.l. completed on 10 June 2020.
The
exchange
rate
effect
was
unfavourable
during
2021
mainly
due
to
the
devaluation
of
the
US
Dollar,
one
of
the Group’s key currencies, against the Euro.
The
table
below
shows
the
profit
or
loss
(1)
for
2021
and
a
breakdown
of
the
total
change
by
organic
change,
perimeter change and exchange rate effects.
for the years ended 31 December
of which due to
exchange rates
and hyperinflation
Advertising and promotional
expenses
Selling, general and
administrative expenses
Result from recurring
activities
(EBIT-adjusted)
Other operating income
(expenses)
Financial income (expenses)
Adjustments to financial income
(expenses)
Put option, earn out income
(expenses)
and hyperinflation effect
Profit (loss) related to
associates and joint ventures
Profit before taxation-
adjusted
Net profit for the period
Net profit for the period-
adjusted
Non-controlling interests
Group net profit-adjusted
Total depreciation and
amortisation
(1)
For
information
on
the
definition
of
alternative
performance
measures,
see
the
paragraph
‘Definitions
and
reconciliation
of
the
Alternative
Performance
Measures
(APMs or non-GAAP measures) to GAAP measures’ of this additional financial information.
(2)
Sales after deduction of excise duties.
12
Effective
from
1
January
2021
Campari
France
Distribution
SAS
(‘CFD’)
and
Marnier-Lapostolle
Bisquit
S.A.S.
were
merged.
The
name
of
the
new
company
following the merger is Campari France SAS.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
38
The
table
below
illustrates
the
changes
in
the
key
profit
or
loss
indicators
for
2021
compared
with
the
results
of
both
2020
and
2019.
In
particular,
the
margin
changes
(basis
points),
as
a
percentage
of
total
net
sales
and
organic sales, as well as the organic changes
(1)
are provided below.
margin accretion (dilution) in basis point(2) and organic
Advertising and promotional costs
Selling, general and administrative expenses
Result from recurring activities (EBIT adjusted)
(1)
For
information
on
the
definition
of
alternative
performance
measures,
see
the
paragraph
‘Definitions
and
reconciliation
of
the
Alternative
Performance
Measures
(APMs or non-GAAP measures) to GAAP measures’ of this additional financial information.
(2)
There may be rounding effects given that the corresponding basis points have been rounded to the nearest ten.
Statement of profit or loss in detail
The
key
profit
or
loss
items
for
2021
are
analysed
below,
while
a
detailed
analysis
on
‘sales
performance’
is
included in the previous paragraph, to which reference is made.
Gross
profit
for
the
period
was
€1,296.8
million,
up
+26.4%
compared
to
the
same
period
of
2020.
The
organic
component
of
+28.5%,
favoured
by
an
easy
comparison
base
(-8.5%
in
2020),
was
slightly
offset
by
exchange
rate
variations
of
-1.7%
and
an
almost
neutral
perimeter
effect
of
-0.4%.
As
a
percentage
of
sales,
profitability
stood
at
59.7%,
higher
than
in
2020
(57.9%).
In
terms
of
basis
points,
total
profitability
increased
as
a
percentage
of
sales
by
180
basis
points
overall.
The
organic
components
accounted
for
the
majority
of
the
accretive
effect,
contributing
140
basis
points,
while
the
perimeter
impact
was
positive
at
70
basis
points,
more
than
offsetting
the
dilutive
exchange
rate
component
of
30
basis
points.
Overall,
the
gross
margin
accretion
was
driven
by
the
key
combinations
of
high
margin
brands
and
markets,
mainly
driven
by
the
outperformance
of
aperitifs
(particularly
Aperol,
Campari
and
Campari
Soda),
boosted
by
a
solid
trend
in
premium
expressions
(namely
Grand
Marnier)
in their core geographies with exceptional performances in the United States.
The
combination
of
a
favourable
sales
mix,
the
removal
of
the
United
States
import
tariffs
and
a
stronger
absorption
of
fixed
production
costs
driven
by
renewed
demand
have
allowed
a
highly
satisfactory
margin
recovery,
closing
half
of
the
gross
margin
gap
caused
in
2020,
as
expected.
These
positive
effects
contributed
to
contain
the
intensifying
inflationary
pressure
detected
on
input
costs
that
began
to
occur
especially
with
reference
to
logistic
constraints.
Moreover,
the
agave
purchase
price,
which
remains
at
the
highest
level,
driven
by
a
very
strong
demand
in
the
tequila
category,
has
continued
to
generate
a
dilutive
effect
on
gross
margins,
despite
lessening
slightly
also
thanks
to
price
increases
passed
on
during
the
year.
Compared
to
2019,
gross
profit
grew
+17.6%
organically,
with
a
margin
dilution
of
150
basis
points,
due
to
the
unfavourable
sales
mix
mostly
driven
by
the
outperformance
of
Espolòn,
with
product
costs
still
impacted
by
high
agave
prices,
and
the
underperformance
of SKYY, combined with Crodino which was hit by lockdowns in the Italian market.
Advertising
and
promotional
expenses
amounted
to
€397.8
million,
up
+28.4%
overall
with
respect
2020.
As
a
percentage
of
sales,
advertising
and
promotional
expenses
moved
from
17.5%
in
2020
to
18.3%
in
2021
with
an
overall
dilution
effect
on
sales
of
80
basis
points.
The
organic
increase
was
+29.1%,
which
was
partly
impacted
by
negligible
variations
in
the
exchange
rate
of
-0.8%
and
perimeter
of
+0.1%.
The
organic
growth
was
higher
than
net
sales
organic
growth
(+25.6%),
hence
dilutive
on
margin
by
50
basis
points.
During
2021,
brand-building
initiatives
overall
focused
on
digital
activations,
key
to
leverage
new
consumer
behaviour,
trends
and
preferences,
and
they
were
progressively
targeted
to
the
on-premise
channel,
once
permitted
by
regulations
and
the
Covid
evolution.
In
terms
of
brand
clusters,
the
organic
enhancement
in
2021,
which
was
also
sustained
by
a
favourable
comparison
base
(-2.2%
in
2020),
reflected
accelerated
marketing
investments
during
the
peak
season
in
the
last
quarter
to
fuel
strong
brand
momentum
behind
the
key
global
priorities,
including
aperitifs,
also
to
benefit
from
the
gradual reopening of the on-premise channel, as well as selected regional and local priorities.
When
compared
with
2019,
the
advertising
and
promotional
expenses
in
2021
increased
by
+26.0%
organically,
with a margin dilution of 80 basis points.
The
contribution
margin
was
€899.0
million,
an
overall
increase
of
+25.5%
on
2020.
As
a
percentage
of
sales,
the
contribution
margin
stood
at
41.4%,
showing
an
overall
accretion
of
100
basis
points
compared
to
2020.
The
organic
growth
component
was
+28.3%,
also
aided
by
a
favourable
comparison
base
(-11.0%
in
2020)
and
was
higher
than
the
organic
sales
growth,
thus
generating
an
improved
profitability
of
90
basis
points.
The
perimeter
effect
was
slightly
negative
at
-0.7%
with
a
positive
impact
on
profitability
of
40
basis
points,
and
it
was
mainly
attributable
to
the
discontinuation
of
the
distribution
of
agency
brands.
The
exchange
rate
effect
of
-2.1%
had
a
dilutive impact on margins of 30 basis points.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
39
Selling,
general
and
administrative
expenses
amounted
to
€463.8
million,
up
by
+17.7%
on
2020.
As
a
percentage
of
sales,
they
amounted
to
21.3%
compared
with
22.2%
in
2020,
with
an
overall
accretive
effect
on
margins
of
90
basis
points.
At
organic
level,
selling,
general
and
administrative
expenses
increased
by
+16.8%
compared
with
2020,
lower
than
the
net
sales
trend,
therefore,
generating
an
accretion
effect
on
margins
of
160
basis
points.
The
increase
in
selling,
general
and
administrative
expenses
gradually
accelerated
throughout
the
year,
and
reflected
investments
mainly
aimed
at
strengthening
the
Group’s
capabilities
and
business
infrastructure.
Moreover,
it
reflected
the
expected
structure
costs
phasing
(mainly
incentives
and
hiring
catch-up),
against
an
unfavourable
comparison
base.
In
terms
of
performance
compared
to
the
previous
year,
during
2020
a
series
of
overhead
cost
mitigation
initiatives
were
activated
to
protect
profitability,
given
the
decrease
in
net
sales
during
the
initial
lockdowns;
they
also
involved
a
significant
review
of
the
estimates
linked
to
target-based
incentives
which
were,
instead,
broadly
achieved
in
2021
following
the
exceptional
performance
recovery
recorded this year.
Compared
to
2019,
selling,
general
and
administrative
expenses
rose
by
+15.5%
organically,
behind
the
strong
sales growth (+20.5%) generating a margin accretion of 90 basis points.
The
result
from
recurring
activities
(EBIT-adjusted)
was
€435.2
million,
with
an
overall
increase
of
+35.2%
on
2020.
The
return
on
sales
adjusted
(ROS)
stood
at
20.0%,
up
from
18.2%
in
2020.
The
organic
growth
component
was
+42.3%,
which
was
higher
than
the
organic
sales
growth,
generating
an
improved
profitability
of
240
basis
points.
The
impact
of
perimeter
variations
on
EBIT
adjusted
was
negative
by
€8.3
million
or
-2.6%
(neutral
in
terms
of
margin
on
sales),
mainly
attributable
to
the
discontinuation
of
certain
agency
brands.
Moreover,
the
exchange
rate
effect
was
negative
by
€14.7
million
or
-4.6%
(with
a
dilution
of
50
basis
points),
namely
generated
by
the
devaluation
of
the
US
Dollar,
one
of
the
Group’s
key
currencies,
against
the
Euro,
as
well
as
the
core
Emerging Market currencies.
Compared
to
2019,
the
EBIT
adjusted
grew
by
+13.0%
organically,
lower
than
net
sales
(+20.5%),
therefore
generating a margin dilution of 140 basis points.
Other
operating
income
(expenses)
comprised
a
net
expense
of
€34.3
million.
This
referred
to
costs
associated
with
the
restructuring
projects,
non-recurring
last
mile
long-term
incentive
schemes
with
retention
purposes
to
be
potentially
recognised
to
senior
management
13
,
as
well
as
brand
impairment
losses
on
Champagne
Lallier
and
Rhum
Agricole.
These
amounts
were
only
partly
mitigated
by
the
positive
adjustment
resulting
from
the
closure
of
a
tax
dispute
regarding
indirect
taxes
in
Brazil
following
the
final
favourable
opinion
received
from
the
local
authorities, coupled with the insurance reimbursement of damages due to the malware attack suffered in 2020.
The
operating
result
(EBIT)
in
2021
was
€400.8
million,
reflecting
an
increase
of
+72.9%
on
the
same
period
in
2020.
The
ROS,
which
measures
the
operating
result
as
a
percentage
of
net
sales,
amounted
to
18.4%
(13.1%
in
2020).
Depreciation
and
amortisation
totalled
€79.7
million,
up
by
+2.2%
on
2020,
of
which
+3.1%
was
at
organic
level
and +0.7% related to perimeter variations, partially offset by exchange rate variations of -1.5%.
EBITDA-adjusted
stood
at
€514.9
million,
an
increase
of
+28.8%,
of
which
+34.7%
was
at
organic
level,
partially
offset by the exchange rate and the perimeter effect of -4.0% and -1.9% respectively.
EBITDA
was €480.6 million, an increase of +55.1% compared to 2020 (€309.8 million).
Net
financial
expenses
,
which
include
exchange
rate
components,
totalled
€17.1
million
compared
to
€38.9
million
in
2020.
The
decrease
of
€21.7
million
is
attributable
to
the
exchange
rate
components
for
€12.0
million,
as
positive
variations
generated
by
a
gain
of
€7.9
million
recorded
in
2021
compared
with
a
loss
of
€4.1
million
reported
in
2020.
Excluding
the
aforementioned
exchange
components,
net
financial
expenses
stood
at
€25.0
million
in
2021
and
€34.8
million
in
2020,
recording
a
decrease
of
€9.8
million
despite
a
higher
level
of
average
debt
in
2021
(€998.7
million)
compared
with
the
same
period
of
2020
(€979.6
million).
The
average
cost
of
net
debt
(excluding
the
exchange
rate
components)
in
2021
was
2.5%,
confirming
a
decreasing
trend
and
a
significant
improvement
compared
to
3.5%
reported
in
2020.
This
decrease
was
mainly
attributable
to
the
lower
average
coupon
on
long-term
debt
obtained
thanks
to
effective
liability
management
transactions
performed
over
the
last
years
to
benefit
from
favourable
interest
rates.
This
improvement
was
only
partly
offset
by
the
negative
carry
effect
in
connection
with
the
significant
cash
position
held.
A
detailed
analysis
of
net
financial
expenses
is
provided
in
the table below.
13
Pursuant
to
the
Remuneration
Policy,
a
last
mile
incentive
scheme
with
retention
purpose
to
be
potentially
awarded
to
the
current
CEO
has
been
approved
by
the Parent Company’s corporate bodies and therefore implemented as illustrated in the Remuneration Report in the ‘Governance‘ section.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
40
for the years ended 31 December
Total interest expenses bond, loans and leases
Bank and other term deposit interests income
Total financial expenses before exchange gain (losses)
Total financial income (expenses)
In
2021
the
adjustments
to
financial
income
(expenses)
were
positive
at
€4.7
million,
due
to
the
interest
on
the
gain
resulting
from
the
final
favourable
opinion
received
from
the
local
authorities
related
to
the
closure
of
a
tax
dispute
in
Brazil
on
indirect
taxes;
the
€1.4
million
adjustment
reported
in
2020
mainly
related
to
a
liability
management transaction for a term loan subscribed in July 2019, to which minor amendments were made.
The
income
(expenses)
relating
to
put
options,
earn-out
and
hyperinflation
effects
was
slightly
positive
at
€0.2
million
(€18.1
million
in
2020
mainly
due
to
the
liability
revision
of
projected
cash
out
from
the
Bulldog
earn-
out).
It
included
net
expenses
totalling
€0.3
million
attributable
to
the
non-cash
effects
of
the
remeasurement
and
discounting
to
present
value
of
payables
for
future
commitments
relating
to
earn-out
and
minority
shareholdings
in
the
acquired
businesses.
The
item
also
included
amounts
arising
from
the
application
of
the
hyperinflation
management measures for the accounts of the Argentine company, generating net revenue of €0.4 million.
The
profit
(loss)
related
to
associates
and
joint-ventures
represented
a
net
loss
of
€0.1
million,
resulting
from
the
combined
effect
of
the
reassessment
of
the
Group’s
interests
in
the
South
Korean
joint-venture,
Trans
Beverages
Company
Ltd.,
which
was
included
in
the
Group’s
perimeter
from
4
January
2021
after
the
acquisition
of
a
controlling
stake,
completely
offset
by
the
loss
arising
from
the
results
allocation
from
joint-venture
companies.
Profit
before
taxation
(Group
and
non-controlling
interests)
was
€388.6
million,
an
increase
of
+85.4%
compared with 2020. Profit before taxation as a percentage of sales was 17.9% (11.8% in 2020).
Taxation
totalled
€105.6
million
on
a
reported
basis.
The
reported
tax
rate
in
2021
was
27.2%,
compared
to
a
reported
tax
rate
of
10.8%
in
2020.
The
difference
in
the
reported
tax
rate
was
mainly
guided
by
the
significant
decrease
of
the
overall
tax
adjustments
reported
in
2021,
as
fiscal
year
2020
mainly
benefitted
from
the
positive
tax
adjustments
resulting
from
the
deferred
tax
remeasurement
pursuant
to
the
Italian
tax
Law
Decree
no.
104/2020.
The
normalised
tax
rate,
i.e.
the
ratio
of
normalised
income
taxation
to
the
Group’s
profit
before
taxation,
excluding
the
other
operating
income
and
expenses,
the
re-assessment
of
previously
held
joint-venture
investments
before
their
consolidation,
the
adjustments
to
financial
and
to
tax
income
and
expenses
for
the
year,
was
26.3%
in
2021,
below
the
normalised
tax
rate
of
27.9%
recognised
in
2020
and
mainly
due
to
a
different
geographical
mix.
Excluding
the
impact
of
the
non-cash
component
due
to
the
deferred
taxes
relating
to
the
amortisation
of
goodwill
and
brands
eligible
for
tax
purposes,
the
2021
cash
tax
rate
was
22.7%,
broadly
in
line
with
the
23.2%
reported
in
2020
on
a
consistent
basis.
The
aforementioned
deferred
taxes
increased
from
€13.1
million
to
€15.1
million,
as
a
result
of
the
stepped-up
value
of
brand
and
goodwill
to
their
corresponding
book
values
enabled
by
the
above-mentioned
Italian
tax
law,
which
was
revised
on
30
December
2021,
pursuant
to
Law
no.
234
(Budget
Law)
published
in
the
Official
Gazette
on
31
December
2021.
Following
the
introduction
of
the
law,
the
terms
of
the
amortization
period
of
goodwill
and
trademarks
for
tax
purposes
only,
were
modified
with
the
introduction
of
an
extension, from the original 18 years to 50 years, with a consequent dilution of the expected tax benefits.
Result
relating
to
non-controlling
interests
for
the
period
was
marginal
and
corresponds
to
a
loss
of
€1.8
million.
The
Group’s
net
profit
was
€284.8
million
in
2021,
an
increase
of
+51.6%
compared
to
2020,
with
a
sales
margin
of
13.1%
(10.6%
reported
in
the
same
period
of
the
previous
year).
Excluding
the
adjustments
to
operating
and
financial
result,
the
re-assessment
of
previously
held
joint-venture
investments
before
their
consolidation
and
the
related
tax
effects
and
tax
adjustments,
the
Group’s
net
profit
was
€307.9
million
(€202.1
million
in
2020
reported
on a consistent basis).
Basic
and
diluted
earnings
per
share
14
were
both
€0.25,
and
both
amounted
to
€0.27
once
adjusted
for
the
aforementioned
components.
Adjusted
basic
earnings
per
share
and
adjusted
diluted
earnings
per
share
were
up
by 53.3% and 53.7% respectively, compared to 2020 measured on a consistent basis.
14
For
information
on
the
definition
of
alternative
performance
measures,
see
the
paragraph
‘Definitions
and
reconciliation
of
the
Alternative
Performance
Measures (APMs or non-GAAP measures) to GAAP measures’ in this management board report.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
41
The
profit
before
taxation
and
the
net
profit,
reported
and
adjusted
to
take
into
account
other
operating
income
and
expenses
and
adjustments
to
financial
income
and
expenses,
together
with
the
related
tax
effects
and
other
tax adjustments, are shown below.
for the years ended 31 December
adjustments to operating income (expenses), of which:
impairment loss on goodwill, trademark and on tangible assets
restructuring and reorganisation costs
other adjustments to operating income (expenses)
adjustments to financial income (expenses)
adjustment related to income (expenses) related to put option and earn out
adjustment related to remeasurement in joint ventures and associates
tax adjustments, of which:
tax benefit from Italian Legislative Decree 104/2020
tax effect on operating and financial adjustments
for the years ended 31 December
net profit for the period
tax rate (reported and adjusted)
deferred taxes on goodwill and trademarks
Campari Group-Annual report for the year ended 31 December 2021
Management board report
42
Profitability by business area
A
breakdown
of
the
four
geographical
regions
in
which
the
Group
operates
is
provided
below
and
shows
the
percentage
of
sales
and
the
operating
result
from
recurring
activities
for
each
segment
for
the
two
years
under
comparison.
Please
refer
to
the
‘Sales
performance’
paragraph
of
this
management
board
report
for
a
more
detailed
analysis
of sales by business area for the year.
for the years ended 31 December
result from
recurring activities
result from
recurring activities
Southern Europe, Middle East
and Africa
Northern, Central
and Eastern Europe
•
Americas
The
Americas
region
made
the
largest
contribution
to
the
Group
in
terms
of
both
sales
and
results
from
recurring
activities, at 42.7% and 42.4% respectively.
The
direct
markets
of
the
United
States,
Jamaica,
Canada,
Brazil,
Mexico,
Argentina
and
Peru
together
accounted
for nearly all the region’s sales. The results for 2021 are shown below.
for the years ended 31 December
organic
accretion/dilution of
profitability
Advertising and promotional costs
Selling, general and administrative
expenses
Result from recurring activities
The
result
from
recurring
activities
increased
by
+32.1%
overall,
generating
margin
on
sales
of
19.9%
compared
with
the
18.1%
reported
in
the
previous
year.
The
organic
change
was
+44.3%,
causing
an
accretive
effect
of
310
basis points on profitability. The main drivers were as follows:
the
gross
margin
increased
in
value
by
+26.9%,
ahead
of
net
sales
growth
(+23.0%),
thus
generating
an
accretion
of
profitability
of
170
basis
points.
The
increase
in
gross
profitability
was
mainly
due
to
the
favourable
sales
mix
driven
by
the
high-margin
brands
such
as
the
aperitifs
(Aperol
and
Campari)
and
premium
spirits
(mainly
Grand
Marnier),
offsetting
the
lower-margin
brand
Espolòn,
still
affected
by
the
elevated
level
of
agave
purchase prices and SKYY Vodka which underperformed in core United States, a high margin market;
advertising
and
promotional
expenses
recorded
an
increase
of
+29.6%,
higher
than
net
sales
growth
and
therefore
with
a
dilutive
effect
on
profitability
(100
basis
points),
also
impacted
by
a
favourable
comparison
base
(-8.3%
in
2020).
The
performance
in
the
year
showed
accelerated
initiatives
behind
the
global
priority
brands
in
their
core
geographies
with
special
focus
on
aperitifs,
also
to
benefit
from
the
gradual
reopening
of
the
on-
premise
channel
in
key
countries
throughout
the
year,
combined
with
investments
in
SKYY
Vodka
in
the
United
States, in connection with its complete brand relaunch;
selling,
general
and
administrative
expenses
increased
by
+7.9%
at
organic
level,
lower
than
organic
sales
growth
and
thus
resulted
in
an
accretion
in
profitability
of
240
basis
points
(excluding
any
effect
arising
from
the
application
of
the
hyperinflation
management
measures
to
the
Argentinian
accounts
that
is
included
in
the
exchange
rate
effect
).
The
main
drivers
that
contributed
to
the
change
were,
on
the
one
hand,
the
streamlining
of
some
local
structures
in
the
region
and,
on
the
other
hand,
a
phasing
effect
due
to
hiring
and
incentives
catch
ups.
•
Southern Europe, Middle East and Africa
The
Southern
Europe,
Middle
East
and
Africa
region
is
the
Group’s
second-largest
region
in
terms
of
net
sales,
at
29.4%
and
the
third-largest
in
terms
of
profitability
at
16.4%.
Besides
Italy,
the
other
key
markets
include
France,
Spain,
South
Africa
and
Nigeria,
in
addition
to
the
Global
Travel
Retail
channel.
The
results
for
2021
are
shown below.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
43
for the years ended 31 December
organic
accretion/dilution
of profitability
Advertising and promotional costs
Selling, general and administrative expenses
Result from recurring activities
The
result
from
recurring
operations
increased
to
€71.2
million
overall,
generating
a
sales
margin
of
11.1%
compared to the 7.0% reported in the previous year. The main organic drivers were as follows:
the
gross
margin
showed
an
increase
of
+38.2%,
leading
to
an
accretion
of
70
basis
points,
sustained
by
a
favourable
sales
mix
driven
by
the
deafening
outperformance
of
the
high-margin
aperitifs
(Aperol,
Campari
and
Campari
Soda).
By
geography,
the
accretion
was
mainly
driven
by
the
Italian
market,
sustained
by
the
overall
increased
frequency
of
consumption
across
channels
and
‘revenge
conviviality’
in
the
on-premise
venues
over
the year
;
advertising
and
promotional
expenses
were
up
by
+26.3%
in
comparison
with
the
previous
year,
lower
than
net
sales
growth
and
hence
had
an
accretive
effect
on
profitability
(150
basis
points).
The
trend
reflected
sustained
investments
in
the
year
behind
the
core
brands
for
the
region
and
in
particular
the
aperitifs
(Campari,
Aperol) in their peak seasons to also benefit from the on-premise reopening;
selling,
general
and
administrative
expenses
increased
by
+26.2%
compared
to
2020,
also
driven
by
a
phasing
effect
in
connection
with
estimated
incentives
and
hiring
catch-ups.
The
trend
in
the
year
was
also
favoured
by
an
easy
comparable
base
(-10.1%
decrease
in
2020),
which
reflected
the
implementation
of
cost
mitigation
actions
from
the
second
quarter
of
2020,
in
connection
with
the
Covid-19
outbreak.
Selling,
general
and
administrative
expenses
generated
an
accretive
effect
on
profitability
of
260
basis
points,
also
as
a
result
of a very strong sales growth (+36.7%) compared with SG&A growth (+26.2%).
•
Northern, Central and Eastern Europe
The
Northern,
Central
and
Eastern
Europe
region
is
the
Group’s
third-largest
region
in
terms
of
net
sales,
and
the
second largest in terms of profitability, at 20.2% and 37.3% respectively.
The
region
includes
the
direct
markets
in
Germany,
Austria,
Switzerland,
Benelux,
the
United
Kingdom,
Russia
and
Ukraine,
which
represent
nearly
all
the
sales
in
the
region,
and
the
markets
served
by
third-party
distributors.
The results for 2021 are shown below.
for the years ended 31 December
organic
accretion/dilution of
profitability
Advertising and promotional costs
Selling, general and administrative expenses
Result from recurring activities
The
result
from
recurring
activities
was
up
by
+21.9%
overall,
generating
a
sales
margin
of
37.1%,
compared
with
33.0%
reported
in
the
previous
year.
Organic
growth
was
+26.0%
with
an
accretive
effect
of
210
basis
points.
The
main drivers were as follows:
the
gross
margin
showed
solid
growth
of
+21.7%,
higher
than
sales
growth:
this
led
to
an
accretive
effect
on
profitability
of
170
basis
points
driven
by
a
favourable
geographic/product
mix
and,
in
particular,
by
the
high-
margin brand Aperol;
advertising
and
promotional
expenses
increased
by
+22.7%,
higher
than
sales
growth
of
+18.6%,
with
a
dilution
effect
on
profitability
of
50
basis
points.
The
trend
highlighted
sustained
investments
behind
the
main
brands
and
in
particular
Aperol
during
both
the
key
summer
season
for
the
aperitif
category
and
the
winter
season, during which the activations mainly aimed to recruit consumers were resumed;
selling,
general
and
administrative
expenses
showed
an
increase
of
+11.5%.
Given
the
lower
than
sales
growth rate, an accretive effect of 90 basis points on profitability was generated.
•
Asia-Pacific
The
Asia-Pacific
region
includes
the
Group’s
own
Australian
and
South
Korean
sales
platforms,
as
well
as
markets
served
by
third-party
distributors
and
joint-ventures.
The
region’s
contribution
to
the
Group’s
net
sales
and
result
from recurring activities in the 2021 were 7.7% and 3.9 % respectively. The results for 2021 are shown below.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
44
for the years ended 31 December
organic
accretion/dilution of
profitability
Advertising and promotional costs
Selling, general and administrative expenses
Result from recurring activities
The
result
from
recurring
activities
increased
by
+3.1%
overall,
generating
a
sales
margin
of
10.1%
compared
with
the
12.6%
reported
in
the
previous
year.
The
organic
change
was
negative
at
-13.2%,
with
a
corresponding
dilution in profitability of 370 basis points, due to the following effects:
-
the
gross
margin
grew
by
+24.3%,
higher
than
net
sales
growth,
and
showed
an
increased
profitability
by
60
basis
points,
driven
by
high-margin
offering,
primarily
led
by
Campari,
Wild
Turkey
and
X-Rated,
with
the
generated
resources
reinvested
in
advertising
and
promotion,
as
well
as
in
initiatives
to
strengthen
the
distribution capabilities of the region;
-
advertising
and
promotional
expenses
were
up
by
+61.4%,
higher
than
the
organic
sales
growth
(+22.9%),
propelled
by
continuous
investments
during
the
year
for
the
main
brands
in
the
region,
with
a
dilutive
effect
on
profitability that reached 420 basis points in the year;
-
selling,
general
and
administrative
expenses
increased
by
+23.1%,
reflecting
route-to-market
investments
in
the
region
.
The
growth
in
the
period
was
in
line
with
the
net
sales
growth
,
therefore
having
a
neutral
effect
on profitability.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
45
Operating working capital
The
breakdown
of
the
total
change
in
operating
working
capital
compared
with
the
restated
figure
at
31
December
2021 is as follows.
exchange rates
and
hyperinflation
Total inventories, of which:
Operating working capital
Working capital as % of net sales
(1)
Values
as
of
31
December
2020
have
been
reclassified
for
purchase
price
allocations.
For
information
on
the
reclassifications
of
comparative
figures,
refer
to
note 3 xi-‘Reclassification of comparative figures at 31 December 2020’ of Campari Group consolidated financial statements at 31 December 2021.
At
31
December
2021,
operating
working
capital
as
a
percentage
of
net
sales
was
29.5%,
down
-5.4%
from
34.9%
at
year-end
2020,
which
had
been
largely
impacted
by
phasing
effects.
Comparing
to
year
end
2019,
considered
a
reference
benchmark
and
when
the
ratio
was
37.6%
15
,
the
operating
working
capital
as
percentage
of
sales
was down by -8.0%.
The
operating
working
capital
at
31
December
2021
was
€641.5
million
(€618.9
million
at
31
December
2020).
Stripping
out
the
exchange
rate
effect,
which
generated
an
increase
of
€25.1
million,
and
a
negligible
perimeter
growth effect of €2.5 million, the organic decrease over the period was €5.0 million.
Focusing
on
organic
performance,
trade
receivables
were
stable
compared
with
the
previous
year-end,
driven
by
efficient management of payments.
Trade
payables
reported
an
organic
increase
of
€65.4
million
driven
by
the
sustained
business
expansion
and,
to
some
extent,
linked
to
the
reverse
factoring
program
launched
in
2020.
In
particular,
the
program
carried
out
with
selected
suppliers
generated
an
increase
in
payables
by
€20.3
million
at
31
December
2021
(€7.0
million
at
31
December 2020).
Inventory
registered
an
increase
of
€60.4
million,
of
which
€23.8
million
related
to
the
organic
step
up
in
ageing
liquid
supporting
the
maturation
process,
mostly
linked
to
The
GlenGrant,
Jamaican
rum
and
Espolòn
to
meet
the
expected
future
demand.
It
should
be
noted
that,
due
to
its
nature,
working
capital
represented
by
ageing
liquid
is
similar
to
invested
capital
as
its
growth
profile
is
planned
over
a
long-term
horizon.
The
other
increase
in
inventories
is
mainly
attributable
to
finished
products
in
line
with
future
expected
demand,
as
well
as
the
inflationary
effects
on
the
main
production
factors,
that
have
begun
to
materialize
since
after
the
first
phase
of
the
pandemic .
The
increase
attributable
to
the
exchange
rate
component,
totalling
€25.1
million,
was
related
to
receivables
from
customers
for
€5.9
million,
almost
fully
offset
by
an
increase
in
payables
to
suppliers
for
€6.1
million.
The
exchange-rate
effect
on
inventories
was
positive
for
€25.3
million,
of
which
€17.8
million
was
due
to
maturing
inventory,
which
is
concentrated
in
the
Americas
region
(mainly
in
the
United
States)
and
in
the
United
Kingdom,
and the remaining €7.4 million was due to other inventory.
Lastly,
the
perimeter
effect
totalling
€2.5
million
is
attributable
to
the
incorporation
of
the
subsidiary
Trans
Beverages
Company
Ltd.
in
South
Korea
in
Campari
Group
accounts.
The
company,
previously
represented
as
a
joint
venture
investment,
has
been
fully
consolidated
since
January
2021,
following
the
increase
by
Campari
Group
of
its
shareholding
from
40%
to
51%,
in
line
with
its
enhanced
strategic
focus
in
Asia.
For
further
information
on
this
transaction,
please
refer
to
paragraph
‘Acquisition
and
sale
of
businesses
and
the
purchase
of
non-
controlling interests’ in the Campari Group consolidated financial statements at 31 December 2021.
15
Operating
working
capital
of
€692.3
million
and
net
sales
of
€1,842.5
reported
in
Campari
Group
annual
Report
at
31
December
2020
with
reference
to
restated
figures.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
46
Campari Group-Annual report for the year ended 31 December 2021
Management board report
47
Reclassified statement of cash flows
The
table
below
shows
a
simplified
and
reclassified
version
of
the
cash
flow
statement
in
the
consolidated
financial
statements.
The
main
classification
consists
of
the
representation
of
the
change
in
net
financial
debt
at
the
end
of
the
period
as
the
final
result
of
the
total
cash
flow
generated
(or
absorbed).
Therefore,
the
cash
flows
relating
to
changes
in
net financial debt components are not shown.
for the year ended 31 December 2021
Result from recurring activities (EBIT-adjusted)
Depreciation and amortization
Effects from hyperinflation accounting standard adoption
Accruals and other changes from operating activities
Goodwill, brand, tangible fixed assets and sold business impairment
Cash flow from operating activities
before changes in working capital
Changes in net operating working capital
Cash flow from operating activities
Cash adjustments to financial income (expenses)
(Acquisition) disposal of business
Dividend paid out by the Company
Other items including net purchase of own shares
Cash flow invested in other activities
Total change in net financial debt due to operating activities
Put option and earn out liability changesʿ¹ʾ
Increase in investments for lease right of useʿᶟʾ
Net cash flow of the period=change in net financial debt
Effect of exchange rate changes
Net financial debt at the beginning of the period
Net financial debt at the end of the period
(1)
This
item,
which
is
a
non-cash
item,
was
included
purely
to
reconcile
the
change
in
financial
debt
relating
to
activities
in
the
period
with
the
overall
change
in
net financial debt.
(2)
For information on the value shown, please see note 7 iii-‘Right of use assets’ of Campari Group- consolidated financial statements at 31 December 2021.
Key highlights
At
31
December
2021,
the
liquidity
generated
in
2021,
which
is
reflected
in
an
equivalent
decrease
in
the
net
financial
debt
compared
to
31
December
2020,
was
€272.8
million
overall,
of
which
€248.9
million
attributable
to
cash
flow
generation
and
€24.0
million
to
exchange
rate
effects
on
net
financial
debt
items.
This
result
was
driven
by
an
unprecedent
organic
growth,
in
a
still
highly
volatile
context
in
2021,
thanks
to
a
continued
strong
and
healthy
momentum
in
the
key
brand
and
geography
combinations,
boosted
by
the
overall
increased
consumption
and penetration versus pre-pandemic levels.
The
cash
generation
in
terms
of
free
cash
flow
on
a
reported
basis
was
positive
in
2021,
standing
at
€332.3
million,
compared
to
a
free
cash
flow
of
€168.6
million
in
2020,
when
the
business
performance
had
been
heavily
affected
by
the
Covid-19
outbreak.
The
recurring
free
cash
flows
amounted
to
€407.5
million
in
2021,
up
55.7%
(or
€145.8
million)
compared
with
2020.
Compared
with
2019,
recurring
free
cash
flows
increased
by
52.5%
(or
€140.2
million)
from
€267.3
million
16
.
In
terms
of
percentages
on
EBITDA
adjusted,
recurring
free
cash
flows
totalled 79.1%, compared to 65.4% in 2020 and 55.7% in 2019.
17
With
regard
to
cash
flow
invested
in
other
activities,
the
overall
effect
in
terms
of
cash
flow
absorption
was
€71.2
million,
mainly
related
to
the
dividend
payment
of
€61.6
million,
the
purchase
of
own
shares
to
serve
share-based
payment plans, as well as the cash-out transactions related to acquisitions occurred in 2021.
Analysis of the consolidated statement of cash flows
The following drivers contributed to the positive generation of free cash flows in 2021:
Operating
result
(EBIT)
amounted
to
€400.8
million
compared
to
231.8
million
in
2020
and
included
a
negative
effect
of
€34.3
million
related
to
operating
adjustments
mainly
for
restructuring
initiatives,
write-offs
of
minor
brands
and
a
non-recurring
last
mile
long-term
incentive
scheme
18
,
only
partially
mitigated
by
the
positive
16
Recurring free cash flow reported in the Campari Group-Consolidated financial statements at 31 December 2019.
17
EBITDA adjusted reported in the Campari Group-Consolidated financial statements as of 31 December 2019 was €479.8 million.
18
Pursuant
to
the
Remuneration
Policy,
a
last
mile
incentive
scheme
with
retention
purpose
to
be
potentially
awarded
to
the
current
CEO
has
been
approved
by
the Parent Company’s competent corporate bodies and therefore implemented as illustrated in the ‘Remuneration Report’ in the ‘Governance’ section.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
48
adjustment
resulting
from
the
closure
of
a
tax
dispute
in
Brazil
and
one-off
refunds.
Excluding
these
components,
the result from recurring activities (EBIT adjusted) amounted to €435.2 million (€321.9 million in 2020);
EBITDA
amounted
to
€480.6
million.
It
increased
by
€170.8
million
compared
to
the
previous
year.
Excluding
the
beforementioned
non-recurring
components,
EBITDA
adjusted
amounted
to
€514.9
million
(€399.9
million
in 2020);
non-cash
liabilities
arising
from
the
application
of
the
accounting
standard
used
to
manage
hyperinflationary
effects in Argentina amounted to €4.5 million in 2021;
accruals
for
provisions
net
of
utilisations
and
other
miscellaneous
operating
changes,
such
as
indirect
taxation
and
excise
duties,
showed
a
positive
effect
of
€64.7
million.
The
difference
compared
with
the
same
period
last
year
is
mainly
attributable
to
certain
benefits
accrued
for
employee
incentive
plans,
including
also
a
non-
recurring
last
mile
long-term
incentive
schemes
with
retention
purposes.
Excluding
the
latter,
accruals
and
other
changes from operating activities amounted to €54.7 million;
impairment
losses
of
€8.0
million,
mainly
attributable
to
trademarks
for
€6.9
million
and
to
the
asset
held
for
sale
related
to
the
Sorocaba
facility
in
Brasil,
considered
as
non-cash
adjusting
components
and
consequently
not
included in the recurring free cash flows;
the
cash
financial
impact
deriving
from
the
tax
payments
effected
in
2021
was
€79.1
million.
The
amount
paid
included
a
non-recurring
payment
of
€5.1
million
related
to
the
first
instalment
of
the
substitute
tax
due
to
obtain
access
to
the
tax
benefit
envisaged
by
Legislative
Decree
no.
104/2020
in
Italy.
This
tax
law
enabled
a
step-up
in
the
value
of
the
trademarks
and
goodwill
back
to
the
corresponding
book
values,
which
then
benefitted
from
a
higher
depreciation
rate
for
tax
purposes.
Excluding
this
component,
taxes
paid
amounted
to
€74.0
million,
broadly
in
line
compared
with
the
recurring
tax
expense
in
2020,
with
the
difference
mainly
due
to
the
phasing
effect of tax payments;
working
capital
recorded
a
cash
absorption
of
€5.0
million
(refer
to
paragraph
‘Operating
working
capital’
for
details);
interest paid, net of interest received, stood at €15.6 million in 2021;
net
investment
in
capital
expenditure
amounted
to
€135.7
million,
of
which
the
recurring
component
was
€81.9
million,
confirming
the
Group’s
commitment
to
continue
enhancing
its
supply
chain
via
production
capacity
expansion
and
efficiency
improvements
for
the
long-term
growth,
its
IT
infrastructure
as
well
as
its
office
and
brand house spaces.
Cash
flow
used
in
other
activities
was
negative
at
€71.2
million,
compared
to
a
negative
absorption
of
€459.1
million
in
2020,
which
had
been
affected
by
the
business
combination
realised
in
2020.
Cash
flows
invested
in
2021 in other activities mainly related to:
dividend payments of €61.6 million,
other
items
totalling
€9.6
million
arising
mainly
from
the
cash
generation
effect
related
to
the
sale
and
purchase
of
own
shares
to
serve
share-based
payment
plans
and
the
transactions
related
to
acquisitions
occurred
in
the
year,
partially
offset
by
the
cash
inflow
collected
by
Moët
Hennessy
as
a
result
of
the
set-up
of
a
50/50
joint
venture.
Other
changes
reported
a
positive
effect
of
€4.3
million
in
2021
and
reflected
the
recognition
of
certain
non-cash
components,
mainly
related
to
exchange
rate
effects,
which
were
included
for
the
purposes
of
reconciling
the
changes
in
cash
flows
with
the
changes
in
net
financial
debt.
New
leases
and
changes
in
liabilities
for
put
options and earn outs
are shown purely to reconcile net cash flows for the year with total net financial debt.
The
impact
on
the
change
in
net
financial
debt
reflected
by
exchange
rate
differences
on
net
financial
debt
items amounted to €24.0 million.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
49
Net financial debt
At
31
December
2021,
consolidated
net
financial
debt
amounted
to
€830.9
million,
down
€272.8
million
compared
with the €1,103.8 million reported at 31 December 2020.
Changes in the debt structure in the two periods under comparison are shown in the table below.
cash and cash equivalents
other financial assets and liabilities
short-term net financial debt
other financial assets and liabilities
medium-/long-term net financial debt
net financial debt before put option and earn-out
payments
liabilities for put option and earn-out payments
(1)
Including the relevant derivative.
(2)
The perimeter variation included the net cash outflow for the following transactions:
- set up of the 50/50 joint venture agreement in wines&spirits e-commerce segment with Moët Hennessy;
- the effect deriving from the incorporation of the joint-venture in South Korea into Campari Group accounts by raising its stake from 40% to 51%;
- the acquisition of 40% interest in the newly incorporated joint-venture in Taiwan, named Spiritus Company Limited;
- the acquisition of 10% stake in Thirsty Camel Ltd., classified as other investments.
For
more
information
on
these
transactions,
please
refer
to
paragraph
‘Significant
events
of
the
year’
of
the
management
board
report
in
this
annual
report
at
31 December 2021.
At
31
December
2021,
the
composition
of
net
financial
debt
is
skewed
on
a
medium/long-term
horizon
and
identifies
the
Group's
preference
to
leverage
a
financial
profile
that
reflects
its
investment
strategy
in
long-term
external
growth.
Short
term
debt
is
characterised
by
a
significant
net
liquidity
position,
dominated
by
a
notable
amount
of
cash
and
cash
equivalents,
and
which
reflects
the
Campari
Group's
priority
to
maintain
flexibility
in
short-term
investment
decisions.
Moreover,
the
Group
relies
on
significant
credit
lines
totalling
€719.3
million,
of
which only €71.7 million were drawn down at the end of the period.
Short-term
net
financial
debt
was
positive
at
€533.2
million
and
mainly
consisted
of
cash
and
cash
equivalents
(€791.3
million)
net
of
loans
due
to
banks
and
bonds
(€248.1
million).
The
significant
improvement
of
€256.6
million
compared
with
short-term
net
financial
debt
at
31
December
2020
was
driven
by
the
stunning
cash
generation
of
€243.2
million
(representing
an
organic
amount
of
€218.2
million)
attributable
to
the
very
satisfactory
performance
of
the
Group’s
business
achieved
during
the
year
2021.
The
cash
generation
improvement
also
benefitted
from
the
cash
inflow
of
€28.0
million
resulting
from
the
establishment
of
a
partnership
with
Moët
Hennessy
for
initiatives
aimed
at
building
a
European
player
in
the
growing
wine
&
spirits
e-commerce
segment
through
Tannico.
The
short-term
financial
position
is
supplemented
by
investments
mainly
consisting
of
low-risk
financial
items,
partially
offset
by
payables
for
interest
accrued
on
existing
bonds
for
€6.3
million
(€6.3
million
at
31 December 2020).
The
medium-/long-term
financial
debt
consisted
primarily
of
bonds
and
loans
due
to
banks
for
a
total
amount
of
€1,265.5
million.
The
change
in
bank
loans
(€35.2
million)
was
mainly
due
to
efficient
liability
management
aimed
at
maximising
favourable
market
conditions
through
the
subscription
of
new
loans
for
an
overall
amount
of
€130.0
million.
This
amount
was
more
than
offset
by
the
short-term
reclassification
of
various
loans
amounting
to
€93.4
million,
largely
repaid
during
the
reporting
period.
Other
financial
assets
and
liabilities,
for
a
net
positive
amount
of
€5.7
million,
mainly
related
to
receivables
connected
with
the
sale
of
the
non-core
business
completed
in
previous
years,
as
well
as
restricted
deposits
supporting
future
payments
associated
with
past
business
acquisitions.
Moreover,
the
Group’s
net
financial
debt
included
a
liability
of
€98.7
million,
consisting
of
future
commitments
to
purchase
outstanding
minority
shareholdings
in
controlled
companies
and,
in
particular,
in
Société
des
Produits
Marnier
Lapostolle
S.A.S.
(for
an
expected
cash
outflow
of
€45.0
million),
Montelobos,
Ancho
Reyes,
J.
Wray&Nephew
Ltd.
and
Champagne
Lallier
S.a.r.l.
(for
an
estimated
combined
cash
outflow
of
€53.6
million).
During
2021,
a
payment
of
€6.2
million
in
put
option
liabilities
mainly
related
to
the
agreement
in
place
with
the
previous shareholders of Société des Produits Marnier Lapostolle S.A.S..
Campari Group-Annual report for the year ended 31 December 2021
Management board report
50
The
Group’s
debt
management
objective
is
based
on
the
achievement
of
an
optimal
and
sustainable
level
of
financial
solidity,
while
maintaining
an
appropriate
level
of
flexibility
with
regard
to
acquisition
opportunities
and
funding
options,
through
available
cash.
The
Group
monitors
the
evolution
of
the
net
debt/EBITDA
adjusted
ratio
on
an
ongoing
basis.
For
the
purposes
of
the
ratio
calculation,
net
debt
is
the
value
of
the
Group’s
net
financial
debt
at
31
December
2021,
whereas
the
EBITDA
adjusted
relates
to
the
rolling
EBITDA
adjusted
over
the
last
twelve
months
(for
more
information
related
to
the
calculation,
please
refer
to
‘Alternative
Performance
Measures’
in
this
annual
report).
At
31
December
2021,
this
multiple
was
1.6
times,
compared
with
2.8
times
at
31
December
2020,
based
on
consistent
calculation
criteria.
The
decrease
of
the
ratio
compared
to
31
December
2020
was
mainly
driven
by
the
decrease
in
net
financial
debt
thanks
to
the
positive
cash
generation
from
the
business
performance,
as
well
as
the
improved
rolling
EBITDA
adjusted,
which
incorporated
the
results
of
the
year
ending
2021, largely enhanced compared with the results at 31 December 2020.
In
2021,
net
investments
totalled
€135.7
million,
of
which
€81.9
million
were
recurring
and
€53.8
million
were
non-
recurring.
The
recurring
investments
were
related
to
initiatives
aimed
at
continuously
enhancing
its
supply
chain,
via
production
capacity
expansion,
efficiency
improvements
and
ESG
related
initiatives
and
its
business
infrastructure. Specifically, they related to the following projects:
maintenance
expenditure
on
Group’s
operations
and
production
facilities,
offices
and
IT
infrastructure
which,
although not material on an individual basis, amounted overall to €60.0 million;
the purchase of barrels for maturing bourbon and rum totalling €18.2 million, net of related disposals;
investments to develop biological assets, totalling €3.7 million.
Non-recurring
investments,
totalling
€53.8
million,
related
to
a
new
office
building
in
London,
digital
transformation
projects
and
other
initiatives
aimed
at
strengthening
the
Group’s
brand
identities
via
the
creation
of
brand
houses.
With
regard
to
the
type
of
investment,
net
purchases
comprised
tangible
assets
of
€110.9
million
and
intangible
assets of €24.8 million.
Lastly,
investments
for
the
rights
of
use
of
third-party
assets
were
related
to
tangible
assets
at
31
December
2021.
The
increase
in
the
year
amounted
to
€13.0
million
and
was
attributable
to
offices,
plant
and
machinery
and
vehicles.
Reclassified statement of financial position
The
Group’s
financial
position
is
shown
in
the
table
below
in
summary
and
in
reclassified
format,
to
highlight
the
structure of invested capital and financing sources.
2020 post-
reclassifications
exchange rates and
hyperinflation
other non-current assets and (liabilities)
operating working capital
other current assets and (liabilities)
Group shareholders' equity
non-controlling interests
Invested
capital
at
31
December
2021
was
€3,205.7
million,
showing
up
€103.5
million
compared
with
the
restated
figures at 31 December 2020.
Focusing on the organic change, the most significant variations attributable to the invested capital referred to:
the
increase
of
€63.0
million
in
fixed
assets,
mainly
related
to
the
acquisition
of
a
new
office
building
in
London,
the
purchase
of
barrels
dedicated
to
the
ageing
process
as
well
as
improvements
to
expand
and
strengthen
the
Group’s
production
capacity
and
efficiency
(for
further
information,
please
refer
to
the
paragraph
‘Capital
expenditure’ of this management board report);
the
rise
in
other
current
liabilities
(net
of
assets)
of
€64.3
million,
mainly
related
to
an
increase
in
current
tax
liabilities
and
to
the
catch
up
of
short-term
and
mid-term
incentive
plans,
all
reflecting
the
positive
business
performance in 2021.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
51
The
perimeter
effect
is
mainly
related
to
the
incorporation
of
Trans
Beverages
Company
Ltd.
in
South
Korea.
For
a
detailed
explanation
of
the
external
growth
items
related
to
this
operation,
please
refer
to
the
paragraph
‘Acquisition
and
sale
of
businesses
and
purchase
of
non-controlling
interests’
in
the
consolidated
financial
statements.
Moreover,
invested
capital
at
31
December
2021
was
significantly
impacted
by
non-monetary
foreign
currency
translation effects, resulting in an increase of €108.1 million.
Regarding
financing
sources,
the
main
changes
related
to
an
increase
of
€375.2
million
in
the
Group’s
shareholders’
equity,
mostly
due
to
the
combined
effect
of
the
results
for
the
period
of
€283.0
million
and
the
payment
of
dividend
of
€61.6
million.
For
additional
information
on
the
variations
in
net
financial
debt,
totalling
€272.9 million, please refer to the paragraph ‘Net financial debt’ in this management board report.
As
a
result
of
the
changes
mentioned
above,
the
Group’s
financial
structure
showed
a
net
debt
to
shareholders’
funds
ratio
of
35.0%
at
the
end
of
the
period,
significantly
down
on
the
55.3%
recorded
at
31
December
2020
(on
a
restated
basis),
due
to
the
combined
effect
of
a
lower
net
financial
debt
and
higher
shareholders’
funds
in
absolute terms.
Reconciliation of the Company and Group net profit and shareholders’ equity
For
information
related
to
the
reconciliation
between
the
result
for
the
period
and
shareholders’
equity
for
the
Group
with
the
same
items
of
the
Parent
Company
Davide
Campari-Milano
N.V.,
please
refer
to
paragraph
‘Shareholders’ equity’ in the Company only financial statement at 31 December 2021.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
52
Full year 2021 conclusion and outlook
2021
was
a
very
successful
year
thanks
to
healthy
momentum
which
benefitted
from
overall
increased
consumption
and
penetration
across
brands,
markets
and
distribution
channels
versus
pre-pandemic
levels,
despite
the
logistics
challenges
and
the
increasing
pressure
of
cost
inflation.
The
strong
momentum
was
supported
by
continuous
investments
in
marketing
and
innovation
with
an
increasing
focus
on
the
on-premise
activations
upon
the
reopening
of
this
key
channel.
As
life
progressively
returns
to
a
‘new
normal’,
the
positive
trends confirms that the social experience and conviviality outside home remain an essential habit in consumers'
lifestyles.
Meanwhile,
consumption
in
the
off-trade
channel
continued
to
be
sustained
driven
by
the
home-made
premium
cocktails
trend.
The
organic
performance
was
also
very
strong
when
compared
to
the
unaffected
base
of 2019 thanks to increased consumption and penetration versus pre-pandemic levels.
Looking
at
the
evolution
of
the
pandemic
worldwide,
whilst
the
Covid-19
disease
situation
has
progressively
improved
thanks
to
the
massive
vaccination
campaigns,
its
induced
effects
with
respect
to
a
challenging
operating
environment, global supply chain challenges and cost inflation is expected to persist in the short term.
Looking
at
2022,
we
remain
highly
confident
about
the
continued
strong
business
momentum
with
accelerated
consumer
recruitment
across
our
key
brands,
fully
leveraging
new
consumption
habits
across
both
on-premise
and
off-premise
channels.
Regards
to
profitability,
whilst
we
continue
to
leverage
price
increase
opportunities
to
mitigate
cost
headwinds,
the
temporary
pressure
on
input
costs
is
expected
to
further
intensify
during
the
current
year
(mainly
packaging,
raw
materials
including
agave,
and
logistics),
hence
postponing
the
gross
margin
accretion
(+70
bps
previously
expected),
and
ultimately
leading
to
a
broadly
unchanged
organic
EBIT
margin
in
2022.
As
a
long-term
focused
organization,
we
remain
committed
to
maintaining
a
sustained
level
of
investments
behind
our
brands
and
capabilities,
to
be
best
positioned
to
fully
benefit
from
the
gradual
phase
out
of
the
pandemic
induced challenges.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
53
Definitions and reconciliation of the Alternative Performance Measures (APMs or non-
GAAP measures) to GAAP measures
This
paragraph
presents
and
comments
on
certain
financial
performance
measures
that
are
not
defined
in
the
IFRS (non-GAAP measures).
These
measures,
which
are
described
below,
are
used
to
analyse
the
Group's
business
performance
in
the
'Key
Highlights'
and
‘Management
board
report’
sections
and
comply
with
the
Guidelines
on
Alternative
Performance
Measures
issued
by
the
European
Securities
and
Markets
Authority
(‘ESMA’)
in
its
communication
ESMA/2015/1415.
The
alternative
performance
measures
listed
below
should
be
used
to
supplement
the
information
required
under
IFRS
to
help
readers
of
the
annual
report
to
gain
a
better
understanding
of
the
Group’s
economic,
financial
and
capital position. They are applied to Group planning and reporting, and some are used for incentive purposes.
Alternative
performance
measures
can
serve
to
facilitate
comparison
with
groups
operating
in
the
same
sector,
although,
in
some
cases,
the
calculation
method
may
differ
from
those
used
by
other
companies.
They
should
be
viewed
as
complementary
to,
and
not
replacements
for,
the
comparable
GAAP
measures
and
movements
they
reflect.
FINANCIAL MEASURES USED TO MEASURE GROUP PERFORMANCE
Organic
change
:
Campari
Group
shows
organic
changes
to
comment
on
its
underlying
business
performance.
By
using
this
measure,
it
is
possible
to
focus
on
the
business
performance
common
to
both
periods
under
comparison
and
which
management
can
influence.
Organic
change
is
calculated
by
excluding
both
the
impact
of
currency
movement
against
the
Euro
(expressed
at
average
exchange
rates
for
the
same
period
in
the
previous
year)
and
the
effects
of
business
acquisitions
and
disposals,
as
well
as
the
signing
or
termination
of
distribution
agreements.
In
order
to
mitigate
the
effect
of
hyperinflationary
economies,
organic
change
for
countries
having
to
adopt
the
hyperinflationary
methodology
laid
down
in
IFRS
only
includes
only
the
component
attributable
to
volumes
sold
in
relation
to
net
sales,
while
the
effects
associated
with
hyperinflation,
including
price
index
variation
and price increases, are treated as exchange rate effects.
Specifically:
the
exchange
rate
effects
are
calculated
by
converting
the
figures
for
the
current
period
at
the
exchange
rates
applicable
in
the
comparative
period
of
the
previous
year.
The
exchange
rate
includes
the
effects
associated
with hyperinflationary economies;
the
results
attributable
to
businesses
acquired
or
the
conclusion
of
distribution
agreements
during
the
current
year are excluded from organic change for 12 months from the date on which the transaction is closed;
the
results
attributable
to
businesses
acquired
or
the
conclusion
of
distribution
agreements
during
the
previous
year
are
included
in
full
in
the
figures
for
the
previous
year
as
from
the
closing
date
of
the
transaction,
and
are
only included in the current period’s organic change 12 months after their conclusion;
the
results
from
business
disposals
or
the
termination
of
distribution
agreements
during
the
same
period
of
the
previous year are wholly excluded from the figures for that period and, therefore, from organic change;
the
results
from
business
disposals
or
the
termination
of
distribution
agreements
during
the
current
period
are
excluded
from
the
figures
for
the
same
period
of
the
previous
year
from
their
corresponding
date
of
disposal
or
termination.
The
organic
change
as
a
percentage
is
the
ratio
of
the
overall
value
of
the
organic
change,
calculated
as
described
above, to the overall value of the measure in question for the previous period under comparison.
Gross
profit:
calculated
as
the
difference
between
net
sales
and
the
cost
of
sales
(consisting
of
their
materials,
production and distribution costs components).
Contribution
margin:
calculated
as
the
difference
between
net
sales,
the
cost
of
sales
(consisting
of
their
materials, production and distribution cost components) and advertising and promotional expenses.
Other
operating
income
(expenses)
:
relate
to
certain
transactions
or
events
identified
by
the
Group
as
adjustment components for the operating result, such as:
capital gains (losses) on the disposal of tangible and intangible assets;
capital gains (losses) on the disposal of businesses;
penalties or gains arising from the settlement of tax disputes;
impairment losses on fixed assets;
restructuring and reorganisation costs;
ancillary expenses associated with acquisitions/disposals of businesses or companies;
other non-recurring income (expenses).
Campari Group-Annual report for the year ended 31 December 2021
Management board report
54
These
items
are
deducted
from,
or
added
to,
the
following
measures:
operating
result
(EBIT),
EBITDA,
profit
or
loss
before
taxation
and
the
Group’s
net
profit
for
the
period.
For
a
detailed
reconciliation
of
the
items
that
had
an
impact
on
the
alternative
performance
measures
referred
to
above
in
the
current
and
comparison
periods,
see
the appendix given at the end of this section.
The
Group
believes
that
properly
adjusted
measures
help
both
management
and
investors
to
assess
the
Group’s
results
and
cash
flows
year
over
year
on
a
comparable
basis
as
well
as
against
those
of
other
groups
in
the
sector, as they exclude the impact of certain items that are not relevant to assess performance.
Operating
result
(EBIT):
calculated
as
the
difference
between
net
sales,
the
cost
of
sales
(in
terms
of
their
materials,
production
and
distribution),
advertising
and
promotional
expenses,
and
selling,
general
and
administrative expenses.
Result
from
recurring
activities
(EBIT-adjusted):
the
operating
result
for
the
period
before
the
other
operating
income (expenses) mentioned above.
EBITDA:
the
operating
result
before
depreciation
and
amortisation
of
intangible
assets
with
a
finite
life,
property,
plant and equipment and right of use assets.
EBITDA-adjusted:
EBITDA
as
defined
above,
excluding
the
other
operating
income
(expenses)
mentioned
above.
Adjustments
to
financial
income
(expenses)
:
certain
transactions
or
events
identified
by
the
Group
as
components
adjusting
the
profit
or
loss
before
taxation
related
to
events
covering
a
single
period
or
financial
year,
such as:
interests on penalties or gains arising from the settlement of tax disputes;
expenses related to the early settlement of financial liabilities or liability management operations;
financial expenses arising from acquisitions/disposals of businesses or companies;
other non-recurring financial income (expenses).
Put
option,
earn
out
income
(expenses)
:
relates
to
the
income
(expenses)
associated
with
the
review
of
estimates
and
assessment
of
expected
cash
out
settlement
for
put
option
and
earn
out,
including
the
non-cash
effect as well, arising from the related actualisation.
Profit
(loss)
related
to
associates
and
joint-ventures
:
relates
to
the
income
(expenses)
resulting
from
the
application
of
the
equity
method
in
the
valuation
of
associates
and
joint-venture
investments,
including
also
any
gain
(loss)
resulting
from
their
disposals.
The
item
also
includes
the
fair
value
re-assessments
of
previously
held
joint-venture investments before their consolidation.
Profit
before
taxation-adjusted:
the
profit
or
loss
for
the
period
before
taxation
for
the
period,
before
other
operating
income
(expenses),
adjustments
to
financial
income
(expenses),
before
the
put
option
earn
out
income
(expenses)
and
the
profit
(loss)
related
to
re-assessments
of
previously
held
joint-venture
investments
before
their
consolidation and including the non-controlling interests result before taxation
Tax
adjustments
:
include
the
tax
effects
of
transactions
or
events
identified
by
the
Group
as
components
adjusting the taxation of the period related to events covering a single period or financial year, such as:
positive
(negative)
taxation
effects
associated
with
the
operating
and
financial
adjustments,
as
well
as
the
put
option
earn
out
income
(expenses)
and
the
profit
(loss)
related
to
re-assessments
of
previously
held
associate
and joint venture before their consolidation;
non-recurring positive (negative) taxation effects.
Cash tax rate
The
cash
tax
rate
is
calculated
by
deducting
from
the
taxation
the
tax
adjustments
mentioned
above
and
the
deferred
taxes
on
brands
and
goodwill
which
are
relevant
for
tax
purposes.
The
new
value
of
cash
taxation
is
then
related on the profit or loss before taxation-adjusted.
Group’s
net
profit
adjusted
:
the
result
for
the
period
attributable
to
the
Group
before
other
operating
income
(expenses),
adjustments
to
financial
income
(expenses),
to
put
option
earn
out
income
(expenses)
and
the
profit
(loss)
related
to
re-assessments
of
previously
held
joint-venture
investments
before
their
consolidation,
before
the
related taxation effect and before other positive/negative tax adjustments for the period.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
55
Basic
and
diluted
earnings
per
share
adjusted
(basic/diluted
EPS
adjusted):
basic/diluted
earnings
per
share
(EPS)
before
other
operating
income
(expenses),
adjustments
to
financial
income
(expenses),
to
put
option
earn
out
income
(expenses)
and
the
profit
(loss)
related
to
re-assessments
of
previously
held
joint-venture
investments
before
their
consolidation
before
the
related
taxation
effect
and
before
other
positive
(negative)
tax
adjustments
for the period.
ROS (return on sales)
: the ratio of the operating result (EBIT) to net sales for the period.
ROS-adjusted
: the ratio of the result from recurring activities (EBIT adjusted) to net sales for the period.
Reclassified statement of financial position
The
items
included
in
the
reclassified
statement
of
financial
position
are
defined
below
as
the
algebraic
sum
of
specific items contained in the financial statements:
Fixed assets
: calculated as the algebraic sum of:
property, plant and equipment;
right-of-use assets;
biological assets;
investment property;
goodwill;
brands;
intangible assets with a finite life;
investments in associates and joint ventures.
Other non-current assets and liabilities
: calculated as the algebraic sum of:
other non-current assets;
deferred tax assets;
other non-current financial asset;
deferred tax liabilities;
post-employment benefit obligations;
provisions for risks and charges;
other non-current liabilities;
other non-current financial liabilities.
Operating working capital
: calculated as the algebraic sum of:
inventories;
biological asset inventories;
trade receivables;
trade payables;
Other current assets and liabilities
: calculated as the algebraic sum of:
income tax receivables;
other current assets;
income tax payables;
other current liabilities;
other current financial assets;
other current financial liabilities;
assets and liabilities held for sales.
Invested capital
: calculated as the algebraic sum of the items listed above and in particular:
fixed assets;
other non-current assets and liabilities;
operating working capital;
other current assets and liabilities.
Net financial debt
: calculated as the algebraic sum of:
cash and cash equivalents;
lease receivables;
lease payables;
bonds;
loans due to banks;
liabilities for put option and earn-out payments;
other current and non-current financial asset and liabilities.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
56
Organic
change
reported
in
operating
working
capital,
net
financial
debt
and
reclassified
financial
position items
The
organic
change
is
calculated
by
excluding,
from
the
overall
change
of
the
period,
the
exchange
rate
effects
and
the
perimeter
effect.
The
perimeter
effect
represents
the
items
of
the
business
acquired
and
sold
at
the
date
of their transaction.
Capital expenditure
This
item
includes
the
cash
flow
from
the
purchase
of
intangible
and
tangible
fixed
assets
net
of
disposals
made
during the period.
Recurring capital expenditure
This
item
shows
the
net
cash
flows
from
purchases/disposals
relating
to
projects
managed
in
the
ordinary
course
of business.
Reclassified statement of cash flows
This
item
shows
the
cash
flows
generation
excluding
cash
flows
relating
to
changes
in
short-term
and
long-term
debt
and
in
investments
in
marketable
securities.
The
total
cash
flows
generated
(or
used)
in
the
period
thus
corresponds to the change in net financial debt.
Free cash flow
This
is
a
liquidity
measure
and
provides
useful
information
to
the
readers
of
the
report
about
the
amount
of
cash
generated
which
can
be
used
for
general
corporate
purposes,
after
payments
for
interests,
direct
taxes,
capital
expenditure
and
excluding
income
from
the
sale
of
fixed
assets.
Free
cash
flow
shall
be
considered
in
addition
to,
not as a substitute for, or superior to, cash flow from operating activities prepared in accordance with GAAP.
Recurring
free
cash
flows
:
cash
flows
that
measures
the
Group’s
self-financing
capacity,
calculated
on
the
basis
of
cash
flows
from
operations,
before
the
other
operating
income
and
expenses
referred
to
above,
and
adjusted
for
interest,
net
direct
taxes
paid
and
cash
flows
used
in
capital
expenditure
attributable
to
ordinary
business
before the income/losses component arising from the sale of fixed assets.
Recurring
provisions
and
operating
changes
:
these
include
provisions
and
operating
changes,
excluding
the
other operating income and expenses referred to above.
Recurring
taxes
paid
:
these
include
taxes
paid,
excluding
cash
flows
from
tax
incentives
and
from
disposal
of
the Group's non-strategic assets.
Debt/EBITDA adjusted ratio
The
net
debt/EBITDA
adjusted
ratio
is
used
by
management
to
assess
the
Group’s
level
of
financial
leverage,
which
affects
its
capacity
to
refinance
its
debt
by
the
set
maturity
dates
and
to
obtain
further
financing
to
invest
in
new
business
opportunities.
The
Group
monitors
changes
in
this
measure
on
an
ongoing
basis.
Net
debt
is
the
Group’s
net
financial
debt
reported
at
the
closing
date
of
the
reference
period;
the
Group’s
EBITDA
adjusted
for
the
past
12
months
is
calculated
based
on
the
reported
value
at
the
closing
date
of
the
reference
period,
into
which the portion of EBITDA adjusted recorded in the previous year is incorporated for the remaining months.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
57
•
Appendix of alternative performance indicators
In
2021,
EBITDA,
the
result
from
recurring
activities
(EBIT),
profit
or
loss
before
taxation,
Group
net
profit,
basic/diluted
earning
per
share
and
free
cash
flow,
were
adjusted
to
take
into
account
the
items
shown
in
the
tables below.
for the year ended 31 December 2021
diluted earning
per share
alternative performance measure
reported
impairment loss on goodwill, trademark
and on tangible assets
gains (losses) from disposals
of fixed assets
gain (loss) resulting from fiscal disputes
last mile long-term incentive schemes
with retention purposes
cyber attack expenses
net of insurance refund
other adjustments of operating income
(expenses) (incl. donations)
profit (loss) related to re-assessments
previously held associates
and joint ventures
interest revenues connected to the
definition of fiscal disputes
alternative performance measure
adjusted
for the year ended 31 December 2021
tax effect on operating and financial adjustments
net profit for the period
tax rate (reported and adjusted)
deferred taxes on goodwill and trademarks
for the year ended 31 December 2021
Group net profit adjusted
earnings per share adjusted
for the year ended 31 December 2021
alternative performance measure reported
goodwill, brand and sold business impairment
other changes from operating activities
changes in other non financial assets and liabilities
net cash flow from non-recurring investments
alternative performance measure adjusted (recurring free cash flow )
for the year ended 31 December 2021
EBITDA adjusted at 31 December 2021
net financial debt at 31 December 2021
net debt/EBITDA-adjusted ratio
Campari Group-Annual report for the year ended 31 December 2021
Management board report
58
for the year ended 31 December 2020
diluted
earning
per share
alternative performance measure reported
impairment on goodwill and trademarks
restructuring and reorganisation costs
fees from acquisition/disposals of business
or companies
other adjustments of operating income
(expenses) (incl. donations)
income (expenses) related remeasurement
of put option and earn out
adjustments to financial income (expenses)
alternative performance measure adjusted
for the year ended 31 December 2020
profit before tax before minorities
tax benefit from Italian Legislative Decree n.104
tax effect on operating and financial adjustments
net profit for the period
tax rate (nominal and adjusted)
deferred taxes on goodwill and trademarks
for the year ended 31 December 2020
Group net profit adjusted
earnings per share adjusted
for the year ended 31 December 2020
alternative performance measure reported
accruals and other changes from operating activities
goodwill, brand and sold business impairment
adjustments to financial income (expenses)
net cash flow from non-recurring investments
alternative performance measure adjusted (recurring free cash flow )
for the year ended 31 December 2020
EBITDA adjusted at 31 December 2020
net financial debt at 31 December 2020
net debt/ EBITDA-adjusted ratio
Campari Group-Annual report for the year ended 31 December 2021
Management board report
59
Investor information
The global economy
After
another
year
which
has
been
marked
by
the
Covid-19
pandemic,
global
prospects
remain
fragile
despite
near
complete
vaccine
coverage
across
many
continents,
particularly
in
developed
markets,
while
developing
economies
continue
to
catch
up.
Whilst
macro
performance
has
generally
exceeded
expectations
in
2021,
the
pattern
has
been
driven
by
a
combination
of
fiscal
support,
vaccinations
and
economic
‘gravity’
19
.
Covid-19
is
still
present,
but
the
economic
impact
of
the
virus
is
weakening.
New
virus
mutations
remain
to
be
the
largest
concern,
particularly
strains
which
may
evade
and
therefore
lower
the
efficacy
of
the
vaccines.
Output
in
most
OECD
countries
has
now
surpassed
its
late
2019
level
and
is
converging
on
its
pre-pandemic
path
but
lower-income
economies, particularly those where vaccination rates are low, are at risk of being left behind
20
.
Recovery
is
also
uneven
within
advanced
economies.
Employment
is
still
relatively
weak
in
the
United
States,
yet
is
already
higher
than
its
pre-pandemic
level
in
the
Euro
area.
Concomitantly,
the
United
States
GDP
has
recovered
faster
than
Europe’s.
Imbalances
also
remain
across
industries,
with
sectors
dependant
on
interpersonal
contact
such
as
travel,
tourism
and
leisure
continuing
to
suffer,
while
demand
for
consumer
goods
has been strong.
The
rebound
is,
however,
losing
some
momentum
as
the
surge
in
demand
for
goods
has
met
bottlenecks
in
production
and
logistics
chains.
Inflationary
pressures
have
emerged
in
all
economies
as
disruptions
in
energy
and
food
have
pushed
up
prices,
high
fuel
prices
are
limiting
manufacturing
capabilities
and
the
aforementioned
bottlenecks
are
spreading
to
a
more
generalised
shortage
of
goods.
There
is
the
risk
that
the
move
to
deglobalisation-as
companies
move
from
efficient
to
more
resilient
supply
chains-will
depress
growth
over
the
long term.
The
latest
estimates
released
in
December
by
the
International
Monetary
Fund
(IMF)
point
to
global
economic
growth
(GDP
growth)
of
+4.9%
in
2022,
trimmed
slightly
after
the
spread
of
the
Omicron
variant,
while
growth
beyond 2022 is projected to moderate to about +3.3% over the medium term
21
.
Regarding
the
Group's
largest
market,
the
United
States,
the
GDP
is
expected
to
grow
by
+5.2%
in
2022,
after
surpassing
its
pre-
Covid-19
GDP
level
in
Q2
2021.
For
reference,
the
Eurozone
is
expected
to
recover
its
pre-
pandemic output level by the first quarter of 2022.
Within
Europe
and
with
reference
to
Italy,
the
Group’s
second
largest
market,
the
pandemic
significantly
impacted
the
country’s
economic
activity
and
consumer
mobility,
particularly
in
the
first
half
of
the
year.
However,
given
that
Italy
boasted
a
very
successful
and
relatively
early
vaccine
rollout,
the
economy
recovered
in
the
second
half
of
the
year
with
a
strong
summer
season.
Italian
economic
growth
is
projected
at
+4.2%
in
2022,
which
is
in-line
with the general Euro area at +4.3%.
Regarding
the
Group’s
other
key
markets,
in
Europe
the
GDP
in
Germany
is
expected
to
grow
by
+4.6%
in
2022,
while
France
and
the
UK
are
expected
to
grow
in
2022
by
+3.9%
and
+5.0%
respectively.
Australia,
the
main
market
for
the
Group
in
the
Asia-Pacific
area
and
a
market
which
has
endured
the
pandemic
remarkably
well
despite
snap
lockdowns,
is
expected
to
register
growth
of
+4.1%
in
2022.
In
the
main
emerging
markets
for
the
Group,
Russia
and
Brazil
are
expected
to
see
some
growth
in
their
economic
activity,
albeit
slightly
muted
vs.
other
economies,
being
estimated
at
+2.9%
and
+1.5%
respectively
in
2022;
China,
a
market
which
has
recovered
remarkably well since the pandemic first started, is expected to register strong growth at +5.6% in 2022
22
.
In
this
context,
notwithstanding
the
continuation
of
the
Covid-19
pandemic,
the
evolution
of
trade
wars
between
major
global
economies,
with
higher
tariffs
on
certain
import
products,
remain
among
the
short-to-medium-term
risks.
Spirits sector
The
Covid-19
pandemic
continues
to
impact
sectors
such
as
dining,
catering,
entertainment,
and
hospitality
services
as
restrictive
measures
continue
to
be
mandated
and
then
released
according
to
the
spread
of
variants
in
major
economies,
particularly
the
Eurozone
which
has
once
again
found
itself
at
the
epicentre
of
the
pandemic.
In
this
context,
the
spirits
sector
remains
affected
given
its
natural
exposure
to
consumption
in
the
on-premise
channel.
While
severe
restrictive
measures,
including
full
lockdown
scenarios,
have
begun
to
ease,
and
the
on-
19
SPGlobal
20
OECD.org.
21
International Monetary Fund.
22
International Monetary Fund.
Campari Group-Annual report for the year ended 31 December 2021
Management board report
60
premise
channel
has
started
to
gradually
re-open
since
the
summer
season,
there
are
still
some
limitations
within
the
hospitality
sector
worldwide,
in
particular
the
use
of
indoor
space,
entry
of
the
vaccinated
vs.
the
unvaccinated
and
density
of
customers
overall.
In
addition,
international
traffic
remains
subdued
due
to
persisting
travel
bans
and restrictions negatively affecting the Global Travel Retail channel.
The
pandemic
has
clearly
disrupted
consumer
behaviour.
With
the
closure
and
subsequent
suffering
of
the
on-
premise
channel,
the
consumer
pivoted
towards
at-home
consumption,
allowing
the
off-premise
channel
to
show
incredible
resilience.
This
trend
has
continued
throughout
the
year
despite
the
re-opening
of
the
on-premise
channel,
particularly
for
countries
like
the
United
States,
Germany,
the
United
Kingdom
and
Australia
which
are
over-indexed
to
the
off-premise
channel.
There
has
been
a
rediscovery
of
spirits
and
the
beauty
of
mixology
at
home
and
this
in
turn
has
aided
premiumisation
within
the
industry,
as
the
disposable
income
of
the
consumer
has
generally
increased
for
a
number
of
reasons,
especially
given
the
lack
of
travel
and
holidaying
and
events.
The
opportunity
to
drink
better
at
home
and
to
both
pamper
yourself
and
those
you
socialise
with
through
high-
end
spirits
is
an
occasion
which
has
showed
no
signs
of
slowing.
Tequila,
whiskey,
scotch
whisky
and
rum
are
the biggest winners of the recent premiumisation trends given their ageing possibilities and versatile liquids.
A
further
development
to
emerge
over
the
last
year
is
the
boom
of
the
e-commerce
channel
and
in
general
online
sales.
Not
only
is
ecommerce
a
platform
to
sell
brands,
but
it
has
become
a
critical
marketing
platform
through
which
brand
building
and
consumer
experience
can
take
place.
This
channel
continues
to
gain
additional
traction
among
consumers,
especially
when
compared
with
more
traditional
channels,
and
has
now
become
relevant
also
for
the
spirit
sector,
particularly
in
the
United
States,
some
European
markets,
particularly
the
UK,
as
well
as
China.
Financial markets
In
2021
equity
markets
rose
reflecting
improved
prospects
as
double-vaccination
campaigns
were
completed
in
most
developed
economies,
with
booster
shots
being
introduced
too,
and
progressing
in
emerging
economies
helped by increased international donations.
However,
since
the
beginning
of
2022
the
aforementioned
inflationary
fears
combined
with
concerns
about
central
bank
policy
tightening,
sustained
Covid-19
infection
rates
and
emerging
political
instability
have
started
to
put
downward pressure on stock prices.
During
2021,
the
FTSE
MIB
index
increased
by
+23.0%.
In
Europe,
the
MSCI
Europe
registered
a
performance
of
+22.4%,
while
in
the
United
States,
the
S&P
500
index
grew
by
+26.9%
overall.
The
MSCI
Europe
Consumer
Staples Index increased by +17.7%.
Regarding
the
exchange-rate
fluctuation
over
the
year
2021,
many
Group
currencies
devalued
vs
the
Euro,
such
as
the
US
Dollar
(-3.6%),
the
Brazilian
Real
(-7.7%),
the
Argentine
Peso
(-11.3%),
the
Russian
Ruble
(-5.2%)
and
the
Swiss
Franc
(-1.0%).
The
Australian
Dollar
(+5.1%)
and
the
Great
British
Pound
(+3.4%)
appreciated
vs
the
Euro
23
.
Performance of the Campari stock
During
2021,
the
spirit
sector
has
been
rewarded
with
a
re-rating
from
household
penetration
gains
in
the
US
and
Europe,
resilient
emerging
markets
and
accelerated
premiumisation
trends.
In
2021
the
Campari
stock
was
among
the
strongest
performers
in
the
spirits
peer
group,
reflecting
the
resilience
of
its
core
markets
and
brands
combinations during the Covid-19 pandemic.
During
2021,
the
Campari
stock
price
grew
overall
by
+37.6%
in
absolute
terms,
with
a
total
shareholder
return
(TSR)
of
+38.4%.
The
Campari
stock
price
outperformed
the
FTSE
MIB
by
+14.6%
and
the
STOXX
Europe
600
Food&Beverage index by +16.0% in the period from 1 January to 31 December 2021.
On
22
November
2021
the
stock
hit
€13.47,
all-time
high
since
the
initial
public
offering
(IPO).
At
31
December
2021,
Campari’s
market
capitalisation
was
€14.9
billion
with
a
closing
share
price
of
€12.86.
From
the
date
of
the
IPO
until
31
December
2021,
the
Campari
stock
price
was,
in
absolute
terms,
16.6
times
higher
(an
annualized
performance
of
14.7%
per
year),
with
total
shareholder
return
annualized
(TSR)
of
16.5%
per
annum,
the
strongest performer among its industry peers.
23
Based on average exchange rates for 2021
Campari Group-Annual report for the year ended 31 December 2021
Management board report
61
Davide Campari-Milano N.V. stock
Shares
24
At
31
December
2021,
the
total
share
capital
of
Davide
Campari-Milano
N.V.
(including
Special
Voting
Shares)
was equal to €18,273,183.
The
total
share
capital
consisted
of
1,161,600,000
ordinary
shares
with
a
nominal
value
of
€0.01
each,
for
a
total
of
€11,616,000,
and
665,718,342
Special
Voting
Shares
A
with
a
nominal
value
of
€0.01
each,
for
a
total
of
€6,657,183. Refer to the Governance section for the shareholding structure of Davide Campari-Milano N.V..
Dividend
The
Board
of
Directors
voted
to
propose
to
the
Shareholder’s
Meeting
a
dividend
of
€0.06
per
share
for
the
year
2021, gross of withholding taxes, an increase of +9.1% vs the previous year.
The
dividend
will
be
paid
on
21
April
2022
(with
an
ex-date
for
coupon
n.
2
of
19
April
2022
in
accordance
with
the
Italian
Stock
Exchange
calendar,
and
a
record
date
of
20
April
2022).
The
Board
of
Directors
resolved
to
convene
the
Ordinary
Shareholder’s
Meeting
on
12
April
2022
to
approve,
inter
alia,
the
financial
statements
for
the year ended 31 December 2021, the sustainability report and the remuneration report.
Information on the Campari stock and valuation indicators
The
tables
below
show
the
performance
of
the
Campari
stock
and
the
main
valuation
indicators
used
by
Campari
in the last five years.
Relative
performance
of
Campari
(1)
Average
daily
trading
volume
Average
daily
trading
value
Stock
market
capitalisation
at 31
December
Annualized
Total
Shareholder
Return
(1)
Compared with the FTSE MIB index.
The table below provides information on the main valuation indicators for Campari stock in the last five years.
Basic
earnings per
share
(1)
Diluted
earnings per
share
(1) (2)
Price/shareholders'
equity
per share
Gross dividend
per share
(€)
(3)
Price/net profit
per share
(1)
Dividend/net profit
per share
(1) (3)
Dividend/price
per share
(3)
(1)
Based on net profit (not adjusted for non-recurring components) and total # of shares of
1,126,588,835 for 2021.
(2)
For the purposes of calculating the diluted earnings (loss) per share, the weighted average of outstanding shares is adjusted in line with the assumption that
all potential shares with a diluting effect will be converted. The total # of shares used for 2021 is
1,146,285,352.
(3)
Dividend relating to the year. Proposed dividend for the 2021 financial year.
Investor relations
In
compliance
with
both
applicable
Italian
and
Dutch
laws,
Davide
Campari-Milano
N.V.
(as
a
Dutch
company
listed
on
the
Italian
Stock
Exchange)
transmits
any
regulated
information
through
the
transmission
system
1Info
SDIR,
managed
by
Computershare
S.p.A.,
as
well
as
files
such
information
through
‘
Loket
AFM
’
to
the
AFM
(Authority for the Financial Markets), which makes it available on its website’s relevant register at
www.afm.nl
.
The
Company
communicates
and
interacts
regularly
with
the
financial
markets
through
analyst
calls,
investor
meetings,
roadshows
and
investor
conferences,
which
are
also
attended
by
representatives
of
top
management.
Regarding
activities
aimed
at
equity
analysts
and
institutional
investors,
in
2021
the
Company
continued
to
interact
with
the
financial
community.
Since
the
outbreak
of
the
Covid-19
pandemic
in
Italy,
the
investor
relations
activity
continued
without
any
disruptions
and
very
actively
leveraging
digital
platforms
to
meet
with
investors
based
in
all
the
main
global
financial
centres.
In
particular,
the
Company
participated
in
numerous
investor
conferences
with
a focus on Consumer goods, Made in Italy and ESG.
Sustainability
Year
after
year,
Campari
Group
has
worked
tirelessly
to
engage
with
and
subsequently
improve
key
Corporate
Social
Responsibility
and
ESG
issues.
At
the
end
of
June
this
year,
Campari
Group
was
awarded
an
‘A’
rating,
passing
from
‘BBB’,
from
the
well-respected
MSCI
ESG
Report.
This
new
rating
on
MSCI’s
scorecard
is
testament
to the efforts and commitment that Campari Group is directing towards matters of ESG.
24
Refer to ‘Governance’ section for additional information regarding the composition of the share capital and details on major shareholders.
Campari Group-Annual report at 31 December 2020
Intentionally blank page
Campari Group-Annual report for the year ended 31 December 2021
Risk management and Internal Control System
63
Risk management and Internal Control System
The
risk
management
and
internal
control
system
is
an
integral
part
of
the
Campari
Group's
operations
and
culture
and
supports
the
efficiency
and
effectiveness
of
business
processes,
the
reliability
of
financial
information
and
compliance with laws and regulations.
Campari
Group
has
a
risk
management
system
in
place
aimed
at
identifying,
assessing,
managing,
and
monitoring
potential
events
or
situations
that
could
potentially
impact
Campari
Group’s
activities
and
the
achievement of its objectives.
Campari
Group
has
implemented
a
tool
to
identify,
assess
and
monitor
corporate
risks.
This
tool
is
based
on
the
logic
of
Self
Risk
Assessment
(‘SRA’),
which
provides
for
self-assessment
and
direct
participation
by
operational
management
and/or
other
operators
responsible
for
risk
assessment.
The
SRA
tool
has
multiple
objectives:
to
help
the
business
identify
risks
and
consequently
make
strategic
and
operational
decisions;
to
strengthen
understanding
of
the
Group’s
risk
profile
to
allow
decision
makers
to
analyse
risks
and
monitor
how
they
evolve
over
time;
to
ensure
traceability
of
risk
assessment
activities
that
provide
the
foundation
for
the
financial
information
communicated
to
stakeholders.
The
SRA
involves
individuals
globally
at
local,
business
unit
and
group
level.
Campari Group operates at three levels of internal control:
-
First
Level:
structures
responsible
for
individual
risks,
for
their
identification,
measurement,
and
management,
as well as for performing the necessary checks.
-
Second
Level:
departments
responsible
for
supporting
management
with
setting
policies
and
procedures
and
in developing processes and controls to manage risks and issues.
-
Third
Level:
this
provides
an
independent
and
objective
assurance
of
the
adequacy
and
effective
operation
of
the
first
and
second
levels
of
control
and,
in
general,
of
the
overall
way
of
managing
risks.
This
activity
is
carried
out
by
the
Internal
Audit
function
which
operates
independently;
assessment
of
the
controls
may
require
the
definition
of
compensating
controls
and
plans
for
remediation
and
improvement.
The
results
of
the
monitoring are subject to periodic review by management.
The
internal
control
system
is
subject
to
verification
and
updating
annually
to
ensure
it
is
always
a
suitable
instrument of control over the business’s principal areas of risk.
The
Control
and
Risks
Committee,
External
Auditors
and
Board
of
Directors
monitor
the
effectiveness
of
the
Campari Group’s internal control and risk management system.
In
2021,
Campari
Group’s
risk
management
and
internal
control
system
operated
as
designed,
as
no
major
failings
were
identified.
For
continuous
improvement
purposes,
the
Group
undertook
multi-year
initiatives
aimed
at
additionally strengthen its internal control system.
1.
Risk Appetite
Campari
Group
sets
its
risk
appetite
within
risk
taking
and
risk
acceptance
parameters
that
are
driven
by
the
applicable
laws,
the
Code
of
Ethics,
core
values
and
corporate
policies.
Campari
Group
operates
within
a
relatively
low
overall
risk
range,
inherent
to
its
activities
and
strategy.
The
Group’s
risk
appetite
differs
by
risk
category,
as
set out below:
Risks related to Campari Group’s
business strategy that could affect
its long-term positioning and
performance.
Campari Group is prepared to take risks in a responsible way that takes
stakeholders’ interests into account and is consistent with the Group’s growth
strategy by maintaining a very disciplined financial approach.
Risks impacting internal processes,
people, systems and/or external
resource that affect the Group’s
ability to pursue its strategy.
Campari Group looks to mitigate operational risks to the maximum extent
based on cost/benefit considerations.
Risks relating to uncertainty of
return and financial loss due to
financial performance.
Campari Group has a cautious approach with respect to financial risks.
Through debt capital market transactions, cash balances and bank credit line
agreements, Campari Group seeks to maintain a debt/capital structure profile
which achieves investment in long-term goals and rewards stakeholders.
Risks of non-compliance with laws,
regulations, local standards, Code
of Ethics, internal policies, and
procedures.
Campari Group holds itself and its employees responsible for acting with
honesty, integrity, respect and strives to comply with the Group’s Code of
Ethics, applicable laws, and regulations at all times everywhere the Group
operates.
Campari Group-Annual report for the year ended 31 December 2021
Risk management and Internal Control System
64
The
Group
assesses
risks
according
to
their
overall
exposure
to
prioritize
them
and
focus
on
the
most
relevant
ones.
Risks
are
expected
to
be
mitigated
up
to
the
level
of
the
risk
appetite
by
implemented
and
planned
responses, as risks are foreseen to be addressed in the ordinary course of the business.
Regarding
overall
performance,
the
Group
proved
to
be
resilient
also
in
2021,
despite
the
uncertainty
generated
by
the
Covid-19
pandemic.
Compared
to
the
pre-pandemic
situation,
the
Group
demonstrated
a
strong
financial
performance
(top
and
bottom
line)
and
improvement
in
cash
flow
generation
(net
debt/EBITDA-adjusted
is
1.6
times as of 31 December 2021 compared to 2.8 times as of 31 December 2020).
The
main
risks
to
which
the
Group
is
exposed
are
detailed
in
the
next
paragraph.
Please
refer
to
the
‘Non-financial
disclosure’
section
of
this
annual
report
for
risks
related
to
Environmental,
Social,
and
Corporate
Governance
(‘ESG’).
For
more
information
on
other
financial
risks,
please
refer
to
Campari
Group
consolidated
financial
statements at 31 December 2021.
2.
Main risks for Campari Group
Strategic risks
Risks
relating
to
the
Campari
Group’s
dependence
on
consumer
preferences
and
habits
and
propensity
to spend (S)
An
important
success
factor
in
the
beverage
industry
is
the
ability
to
interpret
consumer
preferences
and
tastes
and to continually adapt sales strategies to anticipate market trends and developments.
Preferences
and
tastes
can
change
in
unpredictable
ways
due
to
a
variety
of
factors,
such
as
changes
in
demographics,
consumer
health
and
wellness,
concerns
about
obesity
or
alcohol
consumption,
product
attributes
and
ingredients,
negative
publicity
resulting
from
regulatory
action
or
litigation
against
the
Campari
Group
or
a
downturn
in
economic
conditions
that
may
reduce
disposable
income
and
make
consumers
less
likely
to
buy
drinks.
Changes
in
lifestyle
and
behavioural
patterns
can
occur
also
as
a
result
of
global
pandemics
and
subsequent
restrictions
including
social
distancing,
changes
in
travel,
vacation,
or
leisure
activity
patterns.
Consumers
may
also
begin
to
prefer
the
products
of
competitors
or
may
reduce
their
demand
for
products
in
the
spirits and wine categories in general.
To
mitigate
these
risks,
Campari
Group
leverages
a
diversified
portfolio
of
brands
to
ensure
coverage
of
consumer
occasions,
trends
and
prices
and
constantly
monitors
consumer
trends
at
market
and
brand
level.
Nevertheless,
if
the
Group’s
ability
to
understand
and
anticipate
consumer
tastes
and
expectations
and
to
manage
its
own
brands
were
to
cease
or
decline
significantly,
this
could
have
a
major
impact
on
its
activities
and
operating
results.
Moreover,
the
unfavourable
economic
situation
in
certain
markets
may
dampen
consumer
confidence,
making
them less likely to buy drinks.
From
the
beginning
of
the
Covid-19
(‘Coronavirus’)
pandemic,
Campari
Group
demonstrated
remarkable
agility
and
learning
ability
to
engage
with
consumers
with
new
on-line
and
digital
initiatives.
Human
desire
to
socialise
remains
strong
and
protocols
for
physical
distancing
spawned
the
development
of
new
occasions
for
consumption
as
consumers
attempt
to
make
bar-quality
drinks
at
home.
With
at-home
mixology
movement
accelerating
and
home
consumption
increasing,
more
consumers
have
shown
interest
to
purchase
sprits
products
on-line
and
this
trend
has
led
to
unprecedented
levels
of
e-commerce
development
that
pushed
legacy
spirits
brands
to
shift
to
digital
marketing
strategies
to
reach
consumers.
In
addition,
ready-to-drinks
(‘RTDs’)
showed
strong
resilience
and
development
driven
by
the
trend
towards
flavour,
lower
alcohol,
refreshment,
and
convenience.
Campari
Group
is
continuing
to
monitor
and
analyse
the
evolution
of
the
pandemic
and
its
effects
on
the
macroeconomic
scenario
and
on
the
markets
in
which
it
operates,
the
behavioural
patterns
of
its
consumer
base,
the
Group’s
financial position and the results of its operations.
Risks
relating
to
dependency
on
the
sale
of
key
products
and
the
seasonality
of
certain
Campari
Group
products (S)
A
significant
proportion
of
the
Campari
Group’s
sales
are
focused
on
certain
key
brands,
such
as
Aperol,
Campari,
SKYY
Vodka,
Wild
Turkey,
Grand
Marnier
and
the
Jamaican
rum
portfolio
including
Appleton
Estate
and
Wray&Nephew
Overproof.
Accordingly,
any
factor
adversely
affecting
the
sale
of
these
key
products
could
have
an adverse material effect on the Campari Group’s results from operations and cash flows.
In
addition,
sales
of
certain
Campari
Group
products
are
affected
by
seasonal
factors
due
to
different
consumption
patterns
or
consumer
habits.
In
particular,
aperitif
consumption
tends
to
be
concentrated
in
the
hottest
months
of
the
year
(May
to
September),
whereas
sales
of
other
products,
such
as
sparkling
wines
and
spirits,
are
concentrated
in
the
last
quarter
(September
to
December).
Seasonal
consumption
cycles
in
the
markets
in
which
the
Campari
Group
operates
may
have
an
impact
on
its
financial
results
and
operations.
Although
Campari
Group
has
a
global
presence,
most
of
its
revenue
is
in
the
northern
hemisphere
and
unseasonably
cool
or
wet
weather
in the summer months can affect sales volumes.
Campari Group-Annual report for the year ended 31 December 2021
Risk management and Internal Control System
65
Mitigation
actions
put
in
place
by
Campari
Group
include
investments
in
products’
success
and
growth
to
increase
brands
value
and
the
Group’s
diversified
portfolio
of
products
and
brands.
In
order
not
to
be
excessively
exposed
to
seasonal
peaks,
the
Group
is
developing
initiatives
to
de-seasonalize
the
consumption
moments
of
the
main
brands,
with
particular
attention
to
the
aperitif
segment,
guaranteeing
constant
consumption
throughout
the
year.
The
initiatives
were
carried
out
through
the
development
and
strengthening
in
the
Group
communication
via
a
multiple
channel
approach
and
focusing
particularly
on
digital
channels,
which
are
used
today
by
consumers
to
inform themselves about brands and products and the related consumption experiences.
Risks
relating
to
a
decline
in
the
social
acceptability
of
Campari
Group’s
products
or
governmental
policies against alcoholic beverages (S)
The
Campari
Group’s
ability
to
market
and
sell
its
alcoholic
beverage
products
depends
heavily
on
both
society’s
attitudes
toward
drinking
and
governmental
policies
that
flow
from
those
attitudes.
In
recent
years,
increased
social
and
political
attention
has
been
directed
at
the
alcoholic
beverage
industry.
This
attention
has
focused
largely
on
public
health
concerns
related
to
alcohol
abuse,
including
drinking
and
driving,
underage
drinking,
and
health
consequences
from
the
misuse
of
alcoholic
beverages.
Although
Campari
Group
has
a
global
presence,
alcohol
critics
in
Europe
and
the
United
States
increasingly
seek
governmental
measures
to
make
alcoholic
beverages
more
expensive
including
through
tax
increases
for
certain
product
categories,
restricting
their
availability,
and
making
it
more
difficult
to
advertise
and
promote.
If
the
social
acceptability
of
alcoholic
beverages
were
to
decline
significantly,
sales
of
the
Campari
Group’s
products
could
materially
decrease.
The
Campari
Group’s
sales
would
also
suffer
if
governments
banned
or
restricted
advertising
or
promotional
activities,
limited
hours or places of sale, or took other actions designed to discourage alcohol consumption.
Consequently,
the
Group
constantly
monitors
regulatory
changes,
consumer
trends
at
market
level
and
promotes
responsible drinking initiatives.
Risks
relating
to
adverse
macroeconomic
and
business
conditions
and
instability
in
the
countries
in
which the Group operates (S)
Global
economic
conditions
and
conditions
specific
to
the
markets
in
which
the
Campari
Group
operates
could
substantially
affect
its
sales
and
profitability.
Operating
in
emerging
markets
makes
the
Group
vulnerable
to
various
risks
inherent
in
international
business,
including
exposure
to
an
often
unstable
local
political
and
economic
environment
which
may
impact
the
ability
of
the
Group
to
trade
locally
and
the
ability
of
the
Group’s
counterparts
to
meet
their
financial
obligations,
exchange-rate
fluctuations
(and
related
hedging
issues),
export
and
import
quotas,
and
limits
or
curbs
on
investment,
advertising
or
repatriation
of
dividends.
As
these
risks
could
have
a
negative
impact
on
the
Group’s
financial
results,
assets
and
liabilities
and
cash
flows,
the
Group
constantly
monitors
developments
in
the
global
geopolitical
environment
that
could
require
a
review
of
the
current
corporate
strategies and/or the introduction of measures to safeguard its competitive positioning and performance.
The
international
macroeconomy
is
characterised
by
uncertainty,
due
in
part
to
the
tensions
between
the
United
States
and
China
(that
may
also
impact
international
trade),
the
United
Kingdom’s
departure
from
the
European
Union
(Brexit),
the
slowdown
of
economic
growth
recorded
in
the
Eurozone,
China’s
slowing
economy,
the
increase
in
the
volatility
of
international
equity
markets
in
a
context
of
increased
risk
aversion
among
investors,
and
the
volatility
that
has
characterised
the
European
corporate
bonds
markets,
which
have
been
negatively
affected by the global macroeconomic scenario.
It
is
difficult
to
determine
the
breadth
and
duration
of
the
economic
and
financial
market
problems
and
their
potential
effects
on
consumers
of
the
Group’s
products
and
on
its
suppliers,
customers
and
business
in
general.
Continuation
or
a
further
worsening
of
these
difficult
financial
and
macroeconomic
conditions
could
materially
adversely
affect
the
Campari
Group’s
sales,
profitability
and
results
from
its
operations.
Therefore,
the
Group
constantly monitors and assesses the markets in which it operates, as well as customers’ behavioural patterns.
Risks relating to acquisitions (S)
The
Campari
Group
expects
that
the
ongoing
consolidation
within
the
spirits
business
will
continue
and
it
will
therefore
continue
to
evaluate
potential
acquisitions.
If
the
pursuit
of
an
opportunity
is
successful,
the
subsequent
integration
of
the
businesses
acquired
places
significant
demands
on
the
time
and
attention
of
the
Campari
Group’s
senior
management
and
may
involve
considerable
costs
(for
example,
in
the
identification
and
investigation
of
potential
acquisitions,
the
negotiation
of
agreements
and
the
challenges
associated
with
integration).
In
addition,
the
Campari
Group
may
from
time
to
time
incur
additional
indebtedness
to
finance
acquisitions.
The
Campari
Group
may
therefore
be
exposed
to
risks
in
relation
to
acquisitions
that
may
have
an
adverse effect on the Campari Group's financial condition and results from its operations.
Despite
Campari
Group
having
implemented
a
diversified
investment
strategy,
with
integration
plans
being
implemented
and
monitored,
the
Group’s
growth
prospects
may
suffer
if
the
Group
is
unable
to
implement
its
acquisition
strategy
and/or
realise
the
full
intended
benefits
of
synergies.
In
addition,
if
the
Campari
Group
makes
an
acquisition
in
a
market
outside
of
those
in
which
the
Group
currently
has
a
presence,
the
Group
will
have
to
address
an
unfamiliar
regulatory
and
competitive
environment
and
may
not
be
able
to
do
so
successfully,
which
might
adversely
affect
the
Campari
Group’s
operations
in
that
market.
As
mitigation
action,
the
Group
constantly
Campari Group-Annual report for the year ended 31 December 2021
Risk management and Internal Control System
66
monitors
the
contribution
of
new
businesses
acquired
to
the
overall
Group’s
performance
and
the
cash
flow
generation thought the synthetic
net debt/EBITDA
index
.
Risks relating to market competition and the consolidation of participants in the beverages industry (S)
The
Group
is
part
of
the
alcoholic
and
non-alcoholic
beverage
sector,
where
there
is
a
high
level
of
competition
and
a
huge
number
of
operators.
The
main
competitors
are
large
international
groups
involved
in
the
current
wave
of
mergers
and
acquisitions
that
are
operating
aggressive
competitive
strategies
at
a
global
level.
The
Group’s
competitive
position
vis-à-vis
these
major
global
players,
which
often
have
greater
financial
resources
and
benefit
from
a
more
highly
diversified
portfolio
of
brands
and
geographic
locations,
means
that
its
exposure
to
market
competition risks is particularly significant.
In
addition,
the
consolidation
of
participants
in
the
beverages
sector
may
increase
competitive
pressures
as
larger
suppliers
are
able
to
offer
a
broader
product
line
and
may
also
reduce
the
number
of
distribution
outlets
available
to
the
Group
or
lead
to
higher
distribution
costs.
The
Campari
Group
competes
with
other
brands
for
shelf
space
in
retail
stores
and
marketing
focus
by
independent
wholesalers.
Independent
wholesalers
and
retailers
offer
other
products,
sometimes
including
their
own
brands,
that
compete
directly
with
the
Campari
Group’s
products.
If
independent
wholesalers
and
retailers
give
higher
priority
to
other
brands,
purchase
less
of
or
devote
inadequate
promotional
support
to
the
Campari
Group’s
brands,
it
could
materially
and
adversely
affect
the
Group’s
sales
and reduce the Group’s competitiveness.
The
Group
constantly
monitors
the
industry
dynamics
of
mergers
and
acquisitions
and
the
initiatives
taken
by
competitors,
constantly
invests
in
advertising
and
promotion
initiatives
to
reinforce
its
brand
equity
in
order
to
ensure
the
success
and
growth
of
its
product,
as
well
as
to
expand
its
customer
base.
E-commerce
is
also
increasingly
becoming
an
alternative
to
traditional
distribution
channels
and
this
is
monitored
as
an
opportunity
for the Group to gain greater flexibility.
Risk of reputation and branding (S)
Brands
represent
a
key
asset
and
might
be
exposed
to
several
threats,
including
unauthorized
reproduction/
imitation of products and negative social media coverage.
In
particular,
ineffective
brand
protection
or
poor
intervention
to
address
counterfeiting
of
the
Group’s
products
increases
the
threats
posed
by
illicit
products,
including
harm
to
consumers
and
damage
to
the
Group’s
and
brands’ reputation.
In
addition,
the
constant
increase
in
the
number
and
importance
of
social
networks
exposes
the
Group
to
the
risk
of
harmful
media
messages
as
it
might
be
a
victim
of
a
malicious
attack
or
as
a
consequence
of
a
communication
incident.
As
a
result,
the
Group’s
products
and
reputation
might
be
negatively
or
not
correctly
perceived
by
the
public, impacting on the brands' performance and on sales volume.
In
order
to
mitigate
this
risk,
the
Group
constantly
monitors
the
markets
in
which
it
operates
as
well
as
customers’
behavioural
patterns.
In
addition,
social
media
guidelines
were
implemented
and
an
internal
awareness
initiative
on social media security was launched.
Risks
relating
to
the
disruptions
or
termination
of
the
Campari
Group’s
arrangements
with
the
Group’s
third-party manufacturers or distributors (S)
The
production
and
distribution
of
the
Campari
portfolio
is
carried
out,
for
the
vast
majority,
directly
by
the
Campari
Group.
However,
the
Campari
Group
relies
upon
third
parties
(including
key
customers
in
specific
geographies)
to
distribute,
and
in
some
cases
also
produce,
its
own
brands
in
a
number
of
markets
under
licensing
arrangements.
Although
licenses
are
with
several
third
parties,
avoiding
concentration
on
few
licenses/third
parties,
the
use
of
or
reliance
on
third
parties
for
these
functions
entails
risks,
including
the
risk
of
termination
of
licences
and
of
delays
or
disruptions
in
production
and
distribution.
A
disruption
or
termination
of
the
Campari
Group’s
present
arrangements
with
these
third
parties
without
having
suitable
alternative
arrangements
in
place
could
have
a
material adverse effect on the Group’s business, results from its operations and/or financial condition.
Risks of pressure on prices and margins (F)
The
pandemic
weighs
on
consumer
and
business
confidence
and
the
spread
of
new
variants
of
Covid-19
is
creating
further
uncertainty
with
consequent
significant
effects
on
inflation
levels.
At
the
moment,
the
upswing
in
inflation
primarily
reflects
a
rise
in
direct
prices
for
fuel
(thus
transportation),
gas,
and
electricity.
However,
it
is
conceivable
that
the
pace
at
which
bottlenecks
in
the
supply
of
these
resources
are
resolved
is
not
immediate
and
that
the
effects
are
not
necessarily
temporary.
It
follows
the
risk
that,
even
in
the
short
term,
inflationary
effects
indirectly
affect
the
prices
of
all
types
of
consumer
products,
with
a
decrease
in
the
margins
of
the
Group's
products
due
to
the
worsening
of
purchasing
conditions
from
its
suppliers.
In
this
scenario,
the
Group's
ability
to
reflect the increase of these costs in the price of its products, could be limited.
Although
the
situation
remains
uncertain,
the
Group’s
favourable
sales
mix
by
product
and
market/channel
is
expected
to
partially
offset
the
rising
inflationary
pressure
on
input
and
distribution
costs,
namely
linked
in
particular
to
logistic
constraints.
Furthermore,
the
Group
remains
focused
on
strong
and
collaborative
Campari Group-Annual report for the year ended 31 December 2021
Risk management and Internal Control System
67
relationships
with
its
key
suppliers,
on
accelerating
investments
to
strengthen
its
brands
and
on
the
progressive
containment of overhead costs (especially incentives and hiring catch up).
Exchange-rate and other financial risks (F and S)
While
the
Campari
Group
reports
its
financial
results
in
Euros,
the
Group’s
portfolio
of
brands
generates
sales
and
costs
throughout
the
world
in
a
variety
of
currencies.
With
the
Group’s
international
operations
outside
the
Eurozone
growing,
a
significant
fluctuation
in
exchange
rates
could
have
a
negative
impact
on
the
Group’s
activities
and
operating
results.
However,
the
existence
of
permanent
Group
establishments
in
countries
such
as
the
United
States,
the
United
Kingdom,
Australia,
Jamaica,
Brazil,
Canada,
Russia
and
Argentina
allows
this
risk
to be partially hedged, given that both costs and revenues are broadly denominated in the same currency.
In
general,
economic
volatility
or
failure
to
react
quickly
enough
to
changing
monetary
policies
and
economic
conditions
(including
currency
instability),
could
impact
the
Group’s
financial
performance.
To
mitigate
this
risk,
the
Group
closely
monitors
its
performance
and
key
business
drivers
to
be
able
to
quickly
adapt
to
changing
market conditions.
For
a
more
comprehensive
analysis
of
the
Group’s
financial
risks,
please
refer
to
note
10
i.-‘Nature
and
extent
of
the
risks
arising
from
financial
instruments’
of
Campari
Group
consolidated
financial
statements
at
31
December
2021.
Operational risks
Risk relating to inability to attract and retain qualified personnel (O)
The
Campari
Group’s
success
depends
in
part
on
the
efforts
and
abilities
of
its
senior
management
team
and
key
employees.
The
loss
or
retirement
of
senior
management
or
other
key
personnel,
or
an
inability
to
identify,
attract
and
retain
qualified
personnel
in
the
future,
may
make
it
difficult
for
the
Group
to
manage
its
business
and
could
adversely
affect
its
operations
and
financial
results.
A
high
turnover
rate
and
difficulty
in
filling
key
positions
could
also
have
a
demotivating
impact
on
existing
teams
with
the
potential
of
slowing
down
the
implementation
of
key
projects
for
the
Group.
To
mitigate
the
risk,
Campari
Group
has
established
talent
reviews
programmes,
succession
plans
and
retention
plans
for
key
resources,
as
well
as
the
monitoring
of
employees’
satisfaction
and
talent
recruiting
programmes.
In
addition,
a
global
framework
to
foster
Diversity,
Equity
and
Inclusion
in
the
workplace
has
been
adopted
from
2020
aimed
at
nurturing
a
corporate
culture
in
which
people
feel
welcome,
empowered and encouraged to bring their whole self to work.
Risk relating to unavailability and cost of materials (O)
The Group’s ability to produce and sell products depends upon the availability of key materials and services.
Covid-19
pandemic
and
the
current
geopolitical
landscape
significantly
affected
international
trade,
as
logistic
constrains
impacted
the
delivery
of
finished
products
and
raw
materials
(such
as
glass
bottles
and
packaging),
in
terms
of
extended
lead
time
and
increased
costs.
In
addition,
in
consideration
of
the
increasing
demand
of
the
Group’s
products,
challenges
might
arise
in
terms
of
distilling
and
bottling
capacity.
The
risk
is
that
the
Group
could
face
unpredictable
events
in
terms
of
supply
challenges
that
could
have
a
negative
impact
on
the
Group’s
results
and
cash
flow.
To
mitigate
those
risks,
safety
stocks
are
kept
available
in
key
locations,
capital
investments
are
made
to
increase
the
Group’s
production
capability
and,
whenever
possible,
contracts
with
multiple
suppliers
are in place.
In
addition,
changes
in
exchange
rates,
inflation
on
prices
for
raw
materials
or
commodities
(alcohol,
aromatic
herbs,
sugar,
agave
and
cereals)
may
not
be
offset
by
higher
prices
applied
on
the
sale
of
the
Group's
products
with
a
negative
effect
on
Group’s
financial
results
and
value
of
assets,
as
well
as
on
increase
liabilities
or
decrease
expected
cash
flows.
The
price
of
raw
materials
depends
on
a
wide
multiplicity
of
unpredictable
factors,
that
are
not
under
the
control
of
the
Group.
From
2016,
the
Group
has
been
faced
with
an
increase
in
the
price
of
agave,
the
raw
material
for
tequila,
due
to
increased
demand
for
this
spirit
across
its
core
markets.
The
Group
is
implementing
actions
aimed
at
reducing
fluctuations
in
the
prices,
including
the
signing
of
co-investment
agreements
with
local
agricultural
producers
to
ensure
an
adequate
supply
of
high-quality
agave.
The
benefits
of
these
investments
will
probably
only
be
observable
in
the
medium
term,
given
the
long
natural
growing
process
of
agave
plants.
Moreover,
energy
price
increases
result
in
higher
transportation,
freight
and
other
operating
costs
for
the
Group
and
have
an
indirect
impact
on
the
purchase
of
key
packaging
and
ancillary
materials,
such
as
glass.
To
mitigate
these
risks
the
Group
is
constantly
reviewing
procurement
policies
to
maximize
efficiency
and
the collaboration with key suppliers.
Risk related to climate change (O)
Production
activities
and
the
implementation
of
the
Group’s
strategies
are
subject
to
the
effects
of
natural
events.
Climate
and
environmental
changes,
some
of
which
could
have
a
significant
impact,
could
interfere
with
local
supply
chains
and
harm
some
customers.
These
events
are
generally
unpredictable
and
may
affect
the
seasonality
of
sales,
just
as
natural
disasters
(such
as
hurricanes)
may
damage
products
and
disrupt
production
at
some
plants.
The
Group
monitors
climate
changes
and
consequent
environmental
risks
has
emergency
plans
Campari Group-Annual report for the year ended 31 December 2021
Risk management and Internal Control System
68
in
place
and
continuously
develops
plans
to
deal
with
such
crises.
The
Group
counts
compliance
with
regulations
and
with
local
and
international
standards
among
its
priorities,
together
with
business
continuity
assessment,
back-up scenarios and global insurance policies.
Moreover,
the
Group
is
aware
of
the
environmental
impact
generated
by
its
operation
and
activities
and
how
its
inability
to
manage
it
could
negatively
affect
its
reputation,
revenues
and
profits
(i.e.
via
increased
taxation
and
supply
chain
volatility)
.
Campari
Group
recognizes
the
importance
to
focus
on
the
overall
climate
change
risk
and
promotes
a
responsible
use
of
resources
and
a
reduction
of
the
environmental
impact
of
production.
In
this
context,
Campari
Group
has
adopted
an
environmental
policy
that
applies
to
all
company
locations
and
divisions
and
has
set
up
a
structure
dedicated
to
control
environmental
pollution,
waste,
and
water
disposal.
The
Group
closely
monitors
energy
consumptions
and
carbon
dioxide
emissions
and
undertakes
initiatives
to
reduce
them
by
increasing
the
use
of
lower-emission
energy
source.
The
Group
has
also
set
specific
targets
in
line
with
the
UN
Sustainable
Development
Goals
aimed
at
reducing
Green
House
Gas
(GHG)
emissions
deriving
from
the
Group's
direct
operations
and
the
overall
supply
chain,
and
at
increasing
the
use
of
renewable
electricity
in
all
European production sites.
Risk relating to disruption in information technology systems (O)
The
Groups
depends
on
its
information
technology
and
data
processing
systems
to
operate
its
business.
Furthermore
the
Covid-19
pandemic
has
triggered
extensive
use
of
remote
working
arrangements
that
have
been
implemented,
where
feasible,
across
all
regions.
Campari
Group
had
put
in
place
a
smart
working
policy
prior
to
the
Covid-19
pandemic
and
is
engaged
in
major
projects
that
leverage
online
digital
technologies
and
expand
on
smart
working
in
the
Group’s
offices.
More
flexible
working
methods
are
being
promoted
as
they
can
bring
benefits
for
both
Camparistas
and
the
Group,
encouraging
a
better
work-life
balance,
attracting
and
retaining
personnel
and increasing employees’ responsibilities in pursuing the Group’s objectives and results.
The
digital
transformation
journey
the
Group
has
undertaken
has
entailed
a
greater
exposure
to
risks
deriving
from
cyberattacks,
in
addition
to
those
related
to
significant
malfunctions
or
interruptions
in
the
functioning
of
the
systems,
problems
connected
to
migrations
affecting
key
IT
systems,
to
ineffective
security
measures
and
power
outages.
All
the
mentioned
events
could
adversely
affect
the
Group's
business
continuity
and
its
ability
to
compete.
Additionally,
stringent
personal
data
protection
regulations
are
increasing
the
risks
associated
with
regulatory non-compliance.
Mitigation
actions
put
in
place
by
Campari
Group
include
the
definition
of
a
cybersecurity
roadmap
and
the
constant
execution
of
additional
controls
and
security
audits
which
are
regularly
performed
to
assess
whether
the
level
of
security
is
adequate
and
to
ensure
business
continuity
in
case
of
key
system
migration.
With
respect
to
employees,
multiple
awareness
campaigns
were
implemented
to
heighten
employee
awareness
of
cyber
risks.
New protocols, training programmes, work practices and safety measures have been introduced and reinforced.
Risk relating to responsible supply chain (O)
Responsible
and
transparent
sourcing
from
commercial
partners
that
share
the
Campari
Group’s
values
with
regard to social and environmental matters is a necessary condition for ensuring high-quality and safe products.
Any
failure
from
the
suppliers
in
guaranteeing
responsible
commercial
practices
could
have
a
negative
impact
on
the Group’s reputation and affect sales volumes.
Since
2012,
the
Campari
Group’s
suppliers
are
requested
to
sign
the
Supplier
Code,
a
document
setting
out
the
ethical
values
and
principles
that
underly
the
Group’s
activities
and
ensure
their
compliance
throughout
their
respective
supply
chains.
The
Group
is
also
member
of
Sedex
(the
largest
shared
platform
in
the
world
through
which
users
report
and
share
their
commercial
practices
in
the
areas
of
labour
law;
health
and
safety;
environment;
business
ethics).
The
Campari
Group’s
Employees'
and
Human
Rights
Policy
also
applies
to
suppliers.
Specific
projects
with
key
suppliers
are
developed
to
foster
virtuous
business
practices
(i.e.
co-investment
model
to
grow
agave
with
local
partners
in
Mexico,
long-term
agreements
with
packaging
suppliers
committed
to
circular
principles).
Compliance risks
Tax risks and changes in fiscal regulations (C)
Distilled
spirits
and
wines
are
subject
to
import
duties
or
excise
taxes
in
many
countries
where
the
Group
operates.
An
increase
in
import
duties
or
excise
taxes
could
adversely
affect
profit
margins
or
sales
revenue
by
reducing
overall
consumption
or
encouraging
consumers
to
switch
to
lower-taxed
categories
of
alcoholic
beverages.
Furthermore,
significant
changes
to
the
international
tax
environment
or
tax-related
changes
in
any
of
the
markets
in
which
the
Group
operates,
including
changes
in
import
duties
in
the
United
States
on
alcoholic
products
originating
from
the
European
Union,
could
alter
the
Group’s
results,
leading
to
an
increase
in
the
effective
tax
rates and/or unexpected tax exposures and uncertainty that could increase the Group’s overall business costs.
The
Group
has
a
tax
policy
focused
on
compliance
with
applicable
laws
and
regulations
and
on
proactive
and
efficient
taxation.
The
Group
has
always
adopted
a
transparent
attitude
towards
the
Tax
Authorities
and
applies
a
transfer
pricing
policy
between
Group
companies
based
on
the
principle
of
at
arm’s
length
transaction
to
ensure
Campari Group-Annual report for the year ended 31 December 2021
Risk management and Internal Control System
69
that
profits
are
taxed
in
a
manner
consistent
with
commercial
activities
and
economic
substance.
The
Group
regularly
reviews
its
business
strategy
and
tax
policy
in
light
of
legislative
and
regulatory
changes
and
assesses
the likelihood of any negative results of potential tax inspections to determine the adequacy of its tax provisions.
Risk of failure to comply with laws and regulations (C)
As
the
Group
is
exposed
and
subject
to
numerous
different
regulations,
there
is
a
risk
that
failure
to
comply
with
laws
and
regulations,
and
with
Group
policies,
could
harm
its
reputation
and/or
result
in
potentially
substantial
fines.
To
mitigate
this
risk,
the
Group
has
drawn
up
a
Code
of
Ethics,
laid
down
Business
Conduct
Guidelines
and
provides its employees with regular training on its global policies.
Internal
assurance
activities
are
continuously
monitored
and
assessed
with
local
management
to
improve
the
internal
control
system.
Present
in
many
regions
across
the
world,
the
Group
has
also
adopted
a
specific
policy
on human rights intended to mitigate any legislative shortcomings existing locally in that regard.
Through
the
Legal
&
Compliance
department
and
the
Group
Data
Protection
Officer,
the
Campari
Group
is
committed
to
the
continuous
alignment
with
the
European
regulations
on
personal
data
protection
(the
‘GDPR’
or
‘Regulation’),
as
well
as
other
applicable
local
laws
on
data
protection.
In
this
effort
for
continued
improvement,
the
internal
organizational
model
allocating
the
responsibilities
for
data
protection
matters
and
the
internal
policies
on data protection are continuously updated and training and awareness activities are regularly carried out.
Risks relating to legislation on the beverage industry and the application of import duties (C)
Activities
relating
to
the
alcoholic
beverages
and
soft
drinks
industry,
production,
distribution,
export,
import,
sales
and
marketing
are
governed
by
complex
national
and
international
legislation,
often
drafted
with
somewhat
restrictive
aims.
The
requirement
to
make
the
legislation
governing
the
health
of
consumers,
particularly
young
people,
ever
more
stringent
could,
in
the
future,
lead
to
the
adoption
of
new
laws
and
regulations
aimed
at
discouraging
or
reducing
the
consumption
of
alcoholic
drinks.
Such
measures
could
include
restrictions
on
advertising
or
tax
increases
for
certain
product
categories,
leading
to
a
fall
in
demand
for
the
Group’s
products.
Campari
Group
is
committed
to
constantly
publicizing
messages
and
models
of
behaviour
associated
with
responsible
consumption
and
serving
of
alcoholic
drinks
through
its
communication
channels
and
constantly
monitors any changes in the legislation applicable to the beverage industry.
Risk related to non-compliance with environmental regulations and policy (C)
Due
to
Campari
Group’s
global
presence,
its
operations
are
subject
to
numerous
regulations
imposed
by
national,
state
and
local
agencies
covering
environmental,
production
and
health
and
safety.
In
addition,
the
regulatory
climate
in
the
markets
in
which
the
Campari
Group
operates
is
becoming
stricter,
with
a
greater
emphasis
on
enforcement.
These
regulations
can
result
in
increased
costs
or
liability,
including
fines
and/or
remediation
obligations,
which
might
adversely
affect
Campari
Group’s
business,
prospects,
financial
condition
and/or
results.
For
example,
the
responsible
use
of
resources
and
reduction
of
the
environmental
impact
of
the
Group’s
production
activities
are,
of
course,
practices
that
guide
the
Group’s
activities
with
the
aim
of
pursuing
sustainable
development.
Campari
Group
has
adopted
an
environmental
policy
aimed
at
reducing
the
environmental
impacts
that
may
be
caused
by
the
Group’s
activities.
This
policy,
which
is
regularly
reviewed
to
keep
it
in
line
with
the
nature
and
size
of
the
Group
and
its
corporate
objectives,
applies
to
all
company
locations
and
divisions
and
is
also
shared
with
suppliers,
funders
and
employees.
The
Group’s
industrial
management
has
also
set
up
a
structure
dedicated
to
safety,
quality
controls
on
environmental
pollution,
waste
and
water
disposal.
The
objective
of
this
structure
is
to
continuously
monitor
and
update
the
Group’s
business
activities
based
on
the
legislation
in
force in the individual countries in which it operates.
While
the
Campari
Group
has
implemented
those
initiatives,
there
can
be
no
assurance
that
it
will
not
incur
substantial
environmental
liability
and/or
costs
or
that
applicable
environmental
laws
and
regulations
will
not
change or become more stringent in the future.
Risk related to employees (C)
The
risks
that
the
Group
faces
in
relation
to
the
management
of
employees
are
related,
on
the
one
hand,
to
the
administrative
management
of
personnel,
with
particular
reference
to
events
of
an
extraordinary
nature,
and
on
the
other,
to
the
health
and
safety
of
employees,
with
particular
reference
to
working
conditions
and
accident
management.
A
failure
in
ensuring
employees’
health
and
safety
or
in
managing
personnel
could
harm
the
Group’s
reputation and/or result in potentially substantial fines.
In
the
various
countries
where
the
Group
has
subsidiaries,
its
dealings
with
employees
are
regulated
and
protected
by
collective
labour
agreements
and
local
laws.
Any
reorganisation
or
restructuring
undertaken,
where
this
becomes
essential
for
strategic
reasons,
is
defined
on
the
basis
of
plans
agreed
with
employee
representatives.
The
Group
has
put
in
place
specific
procedures
to
monitor
safety
in
the
workplace,
both
in
the
offices
and
in
plants,
and
continuous
attention
is
paid
to
training
and
raising
awareness
among
employees
on
health
and
safety
issues
and
to
ensuring
safe
working
conditions.
Since
2013,
the
Group
has
adopted
a
QHSE
(Quality,
Health,
Safety
&
Environment)
Policy
and
monitors
its
performance
through
international
health
and
safety occupational standards (BS OHSAS 18001/ISO45001).
Campari Group-Annual report for the year ended 31 December 2021
Risk management and Internal Control System
70
Risks relating to product compliance and safety (C)
If
any
of
the
Campari
Group’s
products
are
defective
or
found
to
contain
contaminants,
the
Campari
Group
may
be
subject
to
product
recalls
or
other
liabilities.
Campari
takes
precautions
to
ensure
that
its
beverages
are
free
from
contaminants
and
that
its
packaging
materials
are
free
of
defects
by
conducting
extensive
quality
controls
and
having
a
worldwide
quality
team.
In
the
event
that
contamination
or
a
defect
does
occur
in
the
future,
this
could
lead
to
business
interruptions,
product
recalls
or
liability,
each
of
which
could
have
an
adverse
effect
on
the
Campari Group’s business, reputation, financial condition and/or results from its operations.
Although
Campari
has
drawn
up
guidelines
to
be
implemented
if
quality
is
accidentally
compromised,
such
as
in
the
event
of
any
withdraw
or
recall
of
products
from
the
market,
and
maintains
insurance
policies
against
certain
product
liability
risks,
if
contamination
or
a
defect
occurs,
any
amounts
that
Campari
recovers
may
not
be
sufficient
to
offset
any
damage
it
may
sustain,
which
could
adversely
impact
its
business,
results
from
its
operations
and/or
financial condition.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
71
Non-Financial Disclosure
This
section
addresses
the
requirements
of
the
Dutch
Civil
Code,
and
of
the
Dutch
Decree
on
Non-Financial
Information
(Besluit
bekendmaking
niet-financiële
informatie),
which
is
a
transposition
of
Directive
2014/95/EU
‘Disclosure of non-financial and diversity information’ into Dutch law.
The
aim
of
the
Non-Financial
Statement
is
to
provide
Campari
Group’s
stakeholders
with
non-financial
information,
illustrating
Campari
Group’s
sustainability
strategy
and
main
initiatives
in
2021.
This
disclosure
contains
non-financial
information
about
environmental,
social
and
employment
matters,
as
well
as
respect
for
human
rights,
anti-corruption
and
bribery
issues,
to
the
extent
necessary
to
ensure
the
Group’s
business,
performance, results and impacts are understood.
This
non-financial
disclosure
is
an
extract
from
the
Campari
Group’s
Sustainability
report
and
highlights
the
most
relevant
information
of
the
year
and
the
Group’s
more
general
approach
to
sustainability.
The
complete
Campari
Group
disclosure
on
non-financial
information
is
available
in
the
Sustainability
report.
The
Group’s
strategies,
policies,
main
impacts,
risks
and
the
related
management
approach
for
each
of
these
issues
are
also
described
based on the principle of materiality.
The
Dutch
Statutory
Auditor
Ernst
&
Young
accountants
LLP
verifies
the
disclosure
of
this
document
according
to
legal
requirements,
while
EY
S.p.A.
verifies,
through
a
limited
assurance
engagement
in
accordance
with
International
Standard
on
Assurance
Engagements
(ISAE)
3000
Revised,
the
Sustainability
Report’s
compliance
with the GRI Standards, the global standards for sustainability reporting.
The
table
below
shows
the
internal
references
to
the
chapter(s)
or
paragraph(s)
of
this
Annual
Report
where
the
relevant
aspects
of
the
Dutch
Decree
are
discussed
in
particular
to
ensure
transparent
and
structured
communication with stakeholders.
Internal reference-Chapter/paragraph
The value chain of our products; ‘Campari Group’s identity and business overview’ section.
Policies and due diligence
Sustainability policies and governance; Governance section.
Principal risks and their management
The main sustainability risks; ‘Risk management and Internal Control System’ section.
Management
of
resources
and
environmental
impact;
Global
Supply
Chain
medium-long
term
environmental
targets;
Energy
efficiency
and
decarbonisation;
Water
management;
Waste
management;
Spills, Certifications; Logistics and sustainable distribution.
The
Foundations;
Stronger
Together-Campari
Group
and
the
Covid-19
pandemic;
Creating
value
for
stakeholders;
Quality
and
food
safety
of
brands;
Responsible
communications;
Responsible
serving;
Responsible
consumption:
communications
and
promotional
initiatives;
Campari
Gallery;
Cinzano
Archive; Campari and the cinema; The Foundations; Negroni Week.
Stronger
Together
-
Campari
Group
and
the
Covid-19
pandemic;
Campari
Group
and
the
dialogue
with
Camparistas;
Ever
more,
a
continuous
dialogue;
Other
tools
for
dialogue
and
engagement
-
Channels
and
initiatives;
Diversity,
Equity
and
Inclusion;
Learning
and
professional
development
in
the
workplace;
360°
Feedback;
Remuneration
system;
Industrial
relations;
Camparistas’
involvement
with
the
environment, well-being and social activities: Health and safety in the workplace.
Sustainability
policies
and
governance;
Code
of
Ethics,
Business
Conduct
Guidelines,
Sustainability
compliance; Employees and Human Rights Policy
Fight against bribery and corruption
Sustainability
policies
and
governance;
Whistleblowing;
Model
231;
Code
of
Ethics;
Business
Conduct
Guidelines
Sustainability
policies
and
governance;
Responsible
sourcing;
Sustainability
compliance;
Business
continuity
and
enhanced
supplier
collaboration;
Growing
agave
in
partnerships
with
local
farmers
Packaging and circular principles; Point of Sales materials (POS); Business travel.
The
materiality
analysis
set
in
2017,
on
the
basis
of
a
comprehensive
benchmarking
comparison
with
competitors
in
the
sector
and
of
the
results
of
a
sustainability
questionnaire
distributed
to
the
Group’s
entire
management,
has
been
further
refined.
In
2018,
bartenders
were
included
among
the
categories
of
stakeholders
that
are
most
relevant
to
the
Group.
In
2019,
adjustments
were
made
in
the
wake
of
a
focus
group
conducted
under
the
aegis
of
the
Campari
Group
Sustainability
Committee.
In
2020,
the
priorities
were
reconsidered
in
a
year
when
the
entire
world
population
was
affected
by
the
Covid-19
pandemic,
also
resulting
in
a
strong
impact
on
the
global
economy.
Lastly,
in
2021,
a
further
review
of
the
materiality
matrix
implemented
with
the
Officers
and
the
Corporate
Banking,
Tax
and
Insurance
function,
led
us
to
identify
‘Tax
transparency’
as
a
material
topic
included
in
the
broader
theme
‘Direct economic value generated and distributed to stakeholders’.
Campari
Group’s
Non-Financial
Disclosure
was
prepared
in
accordance
with
the
GRI
Sustainability
Reporting
Standards,
the
sustainability
reporting
framework
set
by
the
Global
Reporting
Initiative
(‘GRI’),
establishing
the
most
advanced
standard
for
sustainability
reporting
most
widely
used
worldwide.
The
document
complies
with
the
‘In
Accordance-core’
option
of
the
GRI
25
,
ensuring
that
at
least
one
indicator
for
each
material
issue
is
25
For more information refer to GRI Content Index contained in the 2021 Sustainability report.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
72
disclosed.
As
in
previous
years,
in
addition
to
the
key
performance
indicators
established
in
the
GRI
Sustainability
Reporting
Standards
and
the
sustainability
aspects
covered
by
the
statutory
reporting
requirements,
Campari
Group
also
reports
certain
additional
qualitative
and
quantitative
indicators
that
are
particularly
relevant
for
a
multinational
company
operating
in
the
spirits
sector
(i.e.
responsible
marketing
and
serving,
and
communication
practices), in accordance with the materiality principle.
With
regard
to
the
financial
data,
the
scope
of
the
reporting
corresponds
to
that
of
Campari
Group’s
consolidated
financial statements.
With
regard
to
the
non-financial
information,
the
scope
of
the
reporting
encompasses
the
data
of
all
Campari
Group
companies
consolidated
on
a
line-by-line
basis
for
the
period
from
1
January
2021
to
31
December
2021
(2021
fiscal
year),
excluding
the
information
related
to
two
companies:
(i)
Licorera
Ancho
Reyes
y
CIA
S.A.P.I.
de
C.V.,
and
(ii)
Casa
Montelobos
S.A.P.I.
de
C.V..
This
is
because
the
scope
of
the
acquisition,
included
the
company’s
intellectual
property
and
related
inventories,
not
the
production
and
bottling
facilities
that
are
leased
to
third
parties,
whilst
agave,
the
main
raw
material
to
produce
mezcal,
is
sourced
through
third
party
agreements
with
major
local
growers
to
secure
constant
supply.
Champagne
Lallier
S.a.r.l.
is
also
excluded,
whose
production,
close to 700,000 bottles in 2019, is not seen as impactful and therefore material for the purposes of this report.
Similarly,
Dioniso
S.r.l.,
the
50/50
joint
venture
with
Moët
Hennessy
to
create
a
premium
pan-European
Wines&Spirits
e-commerce
player
and
which
holds
the
leading
e-commerce
platforms
for
wines
and
premium
spirits
in
Italy
Tannico
e
Wineplatform
S.p.A.
and
in
France
Ventealapropriete.com,
is
not
included
in
the
scope
of consolidation.
Any
data
relating
to
previous
years
are
reported
for
comparative
purposes
to
allow
performance
to
be
assessed
on a multi-annual basis.
Data
collection
and
monitoring
is
managed
through
the
Group’s
sustainability
platform
(Enablon)
and
includes
all
the
information
related
to
headcounts
(in
the
chapter
‘Our
people’)
and
the
main
environmental
KPIs
(in
the
chapter
‘The
environment’),
with
the
exception
of
Rhumantilles
S.A.S.
based
in
Martinique
(France),
which
will
be
integrated within Enablon from 2022.
With
regard
to
‘The
environment’
chapter,
the
environmental
data,
including
those
relating
to
energy
consumption
and
emissions,
do
not
include
consumption
in
offices
(except
for
the
headquarters
based
in
Sesto
San
Giovanni-
Milan).
Enablon
was
initially
adopted
by
the
Quality,
Health,
Safety
and
Environment
function
in
2016,
and
then
extended
in
2017
to
all
business
units
involved
in
sustainability
reporting,
notably
Marketing,
Legal,
Human
Resources
and
Public
Affairs.
Data
collection
is
undertaken
locally
and
double-checked
at
country
and
regional
levels.
Additional
sample
checks
are
carried
out
by
the
Group’s
heads
of
functions
and
by
Internal
Audit
to
ensure
maximum
data
consistency.
The
adoption
of
the
platform
enables
monitoring
the
Group’s
performance
more
effectively
and
establishing internal targets for overall improvement in the medium and long term.
Campari
Group’s
Sustainability
reports
are
available
on
the
Group’s
website
at:
www.camparigroup.com
,
in
the
‘Sustainability’ section.
Materiality analysis
Through
the
materiality
analysis
it
is
possible
to
identify
and
prioritise
the
most
relevant
topics,
enabling
the
organisation to create more value for itself and for the environment in which it operates.
The
Campari
Group
materiality
matrix
was
originally
created
through
the
‘Sustainability
Survey’
to
over
500
Camparistas
in
2017.
Campari
Group’s
corporate
management
identified
in
2018
the
following
most
important
sustainability
topics:
diversity,
transparency,
safety
and
culture.
The
findings
were
also
the
starting
point
to
identify
global sustainability projects approved internally by the Leadership Team to be implemented across the Group.
Moreover,
in
2018,
the
Group
again
updated
its
materiality
matrix
through
a
sustainability
questionnaire
forwarded
to customers and bartenders, receiving replies from over 700 users.
In
2019,
the
matrix
was
further
revised
rationalising
its
priority
issues
through
a
focus
group
created
within
the
Sustainability
Committee
and
composed
by
managers
of
the
main
corporate
functions.
This
exercise
led
to
a
more
effective consolidation and a better definition of the areas and topics.
The
events
of
2020
necessarily
led
to
review
the
matrix,
especially
in
light
of
the
two
events
that
most
impacted
the
business
during
the
year:
the
Covid-19
pandemic
and
the
malware
attack
suffered
by
the
Group
in
early
November.
In
addition,
the
process
of
developing
a
Sustainability
roadmap,
approved
by
the
Campari
Group’s
Leadership
Team,
the
body
comprising
the
top
management
of
the
most
important
corporate
functions,
led
to
furtherly
identify
material
issues
determining
short-
and
medium-term
initiatives
on
which
the
Group
started
to
focus
from
2021.
The
updated
materiality
matrix
was
validated
by
the
members
of
the
Sustainability
Committee
in December 2020.
In
2021,
a
further
review
of
the
materiality
matrix
implemented
together
with
the
Officers
and
the
Corporate
Banking,
Tax
and
Insurance
function,
led
to
identify
‘Tax
transparency’
as
a
material
topic
included
in
the
broader
theme ‘Direct economic value generated and distributed to stakeholders’.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
73
In
addition,
an
external
analysis,
related
to
the
analysis
of
the
media,
the
sector
regulations,
a
benchmarking
of
the
companies
operating
in
the
alcoholic
beverages
sector
and
the
aspects
highlighted
by
the
Dutch
Decree
on
Non-Financial Information
, also provided another useful tool to determine the relevance of sustainability issues.
In
accordance
with
the
GRI
Sustainability
Reporting
Standards,
according
to
the
materiality
principle,
each
issue
must
be
assessed
and
prioritised
based
on
the
magnitude
of
its
economic,
environmental
and
social
impacts
on
the organisation or based on its ability to influence stakeholders’ choices and decisions.
The
core
sustainability
areas
for
Campari
Group
can
be
seen
in
the
2021
Sustainability
report
available
here:
www.camparigroup.com/en/page/sustainability
.
In
2020
the
Group
reconsidered
its
sustainability
priorities,
defining
a
short-to-medium-term
roadmap
to
which
all
major
global
functions
contributed,
and
this
was
validated
at
the
end
of
the
year
by
the
top
management.
The
roadmap
led
to
key
actions
being
defined
in
the
three
areas
of
sustainability
considered
to
be
the
most
relevant
at
this
time
for
a
company
of
the
spirits
sector:
our
people,
responsible
drinking
and
the
environment.
In
the
area
of
People,
particular
attention
was
paid
to
the
themes
of
diversity,
equity
and
inclusion,
an
ethical
and
moral
imperative
for
a
multinational
company
in
which
positive
and
productive
interaction,
cooperation
and
synergy
between
people,
cultures
and
experiences
drives
business
growth,
value
creation
and
organizational
performance.
Based
on
these
considerations,
the
Group
drew
up
its
Diversity,
Equity&Inclusion
strategy,
which
determines
the
approach
and
provides
a
framework
for
everyone
within
the
company
to
be
empowered
and
encouraged
to
contribute
to
the
company
journey
and
support
a
culture
of
inclusion.
Regarding
the
Responsible
drinking
area,
a
global
strategy
with
internal
and
external
short
and
medium-term
initiatives
has
been
established,
with
the
aim
of
raising
awareness
and
educating
the
company’s
key
stakeholders,
starting
with
Camparistas,
bartenders
and
consumers,
about
correct
and
responsible
consumption
and
communication
of
the
Campari
Group’s
products
and
alcoholic
beverages
in
general.
Finally,
in
the
Environment
area,
particular
importance
has
been
given
to
‘Energy’,
‘Water’
and
‘Waste’,
for
which
reduction
and
efficiency
targets
have
been
set
for
2025
and
2030, which will be made possible through the implementation of specific global projects.
Global Sustainability Strategy
In
2020
Campari
Group
formalised
and
disclosed
its
sustainability
commitments
into
a
roadmap,
an
agreed
framework
to
focus
investment
and
drive
performance
towards
specific
priorities
within
each
area
and
that
reflect
the
company’s
values
and
culture.
During
2021,
the
Group
continued
to
implement
the
initiatives
aimed
at
achieving its global targets.
As
its
business
grows,
Campari
Group
constantly
comes
across
new
opportunities
to
generate
positive
economic,
social
and
environmental
impacts.
A
culture
of
ethics
permeates
the
entire
company,
ensuring
that
every
business
is always managed with probity and integrity.
Campari
Group’s
approach
to
sustainability
identifies
the
following
four
areas
through
which
the
Group’s
commitment to creating value in each business area is structured:
•
our people;
•
responsible practices
•
the environment;
•
community involvement.
In
2020
the
Group
reconsidered
its
sustainability
priorities,
defining
a
short-to-medium-term
roadmap
to
which
all
major
global
functions
contributed,
and
this
was
validated
at
the
end
of
the
year
by
the
top
management.
The
roadmap
led
to
key
actions
being
defined
in
the
three
areas
of
sustainability
considered
to
be
the
most
relevant
at
this
time
for
a
company
of
the
spirits
sector:
our
people,
responsible
drinking
and
the
environment.
In
the
area
of
people
,
particular
attention
was
paid
to
the
themes
of
diversity,
equity
and
inclusion,
an
ethical
and
moral
imperative
for
a
multinational
company
in
which
positive
and
productive
interaction,
cooperation
and
synergy
between
people,
cultures
and
experiences
drives
business
growth,
value
creation
and
organisational
performance.
Based
on
these
considerations,
the
Group
drew
up
its
Diversity,
Equity&Inclusion
strategy,
which
determines
the
approach
and
provides
a
framework
for
everyone
within
the
company
to
be
empowered
and
encouraged
to
contribute
to
the
company
journey
and
support
a
culture
of
inclusion.
Regarding
the
responsible
drinking
area,
a
global
strategy
with
internal
and
external
short
and
medium-term
initiatives
has
been
established,
with
the
aim
of
raising
awareness
and
educating
the
company’s
key
stakeholders,
starting
with
Camparistas,
bartenders
and
consumers,
about
correct
and
responsible
consumption
and
communication
of
the
Campari
Group’s
products
and
alcoholic
beverages
in
general.
Finally,
in
the
environment
area,
particular
importance
has
been
given
to
energy
,
water
and
waste
,
for
which
reduction
and
efficiency
targets
have
been
set
for
2025
and
2030,
which
will
be
made
possible
through
the
implementation
of
specific
global
projects,
with
an
ambition
to
reach net zero emissions by 2050, hopefully, sooner.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
74
The Campari Group’s sustainability commitments are disclosed below.
OUR PEOPLE
Diversity, Equity and Inclusion, learning and development
•
Diversity,
Equity
and
Inclusion
(DEI):
a
strategy
to
foster
DEI
in
the
workplace
with
multi-channels
internal
and
external
communication
campaign
and
with
dedicated
online
and
offline
learning
activities
and
workshops.
The
Group’s
progress
is
monitored
through
an
internally
developed
Campari
Group
DEI
Index,
based
on
an
internal
people
survey
and
on
GRI
Standard
Key
Performance
Indicators
(KPIs),
developing
action plans in the field of Culture (focusing on education) and Power Acts (focusing on concrete initiatives).
•
Learning
Culture:
the
Group
will
continue
to
enlarge
online
learning
offer,
by
continuing
to
nurture
the
Camparistas growth mindset with strategic and business-related learning opportunities.
•
Rewarding
and
engagement:
plans
for
Camparistas
through
the
Launch
of
the
first
Employee
Stock
Ownership Plan.
RESPONSIBLE PRACTICES
Education and involvement with regard to responsible drinking
•
The
Campari
Group’s
Global
Strategy
on
Responsible
Drinking
has
been
formalized
in
2020,
identifying
internal and external initiatives to be implemented within the next two years.
•
Educational
sessions on responsible drinking
for 100% of Camparistas
, especially for new hires.
•
Ad
hoc
and
continuous
training
for
the
global
marketing
community
with
going
into
digital
communication
in great depth
•
Responsible serving project
for bartenders to be leveraged at global level.
•
Continue to invest in
No/Low alcohol (NOLO)
products.
ENVIRONMENT
Energy and GHG emissions
•
Achieve
net-zero emissions by 2050
or, hopefully, sooner.
•
Reduce
greenhouse
gas
(GHG)
emissions
from
direct
operations
26
by
20%
by
2025,
by
30%
by
2030
and
by 25% from the total Supply Chain by 2030
, with 2019 as a baseline.
•
100% renewable electricity
for European production sites
by 2025
.
Water
•
Reduce water usage
(L/L) by
40% within 2025 and by 42.5% by 2030
, with 2019 as a baseline.
•
Return 100% of wastewater
from Campari Group operations to the environment
safely
.
Waste
•
Zero waste
to landfill
by
2025
.
COMMUNITY INVOLVEMENT
Exporting best practices across key markets
•
Strong commitment to
work, education and culture
will continue to be key for Campari Group.
•
Best local practices will be
exported
to other geographies around the world.
•
Continuous
involvement
in
the
world
of
art
,
by
sponsoring
major
events
and
further
developing
iconic
brand houses and the Campari Gallery.
•
Strong
support
to
business
partners
through
activations
and
events,
reflecting
a
commitment
to
play
a
major role in the comeback of the on-premise channel.
Confirming
the
positive
market
perception
of
the
sustainability
strategy
and
path
to
which
the
company
has
committed
itself,
during
the
year
Campari
Group’s
MSCI
ESG
rating
has
been
upgraded
from
BBB
to
A.
The
MSCI
ESG
Rating
is
the
sustainability
index
developed
by
MSCI
(Morgan
Stanley
Capital
International),
that
26
Scope 1 and 2.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
75
measures
a
company’s
resilience
to
long-term,
value
creation,
industry
material
environmental,
social
and
governance (ESG) risks and how well it manages those risks relative to its peers.
The main sustainability risks
The
list
and
definition
of
the
main
non-financial
risks
can
be
found
in
the
table
below.
For
a
broader
overview
of
the
Group’s
risk,
refer
to
the
‘Risk
management
and
Internal
Control
System’
section
included
in
this
annual
report.
Sub-risks and definitions
Remediation actions and policies
Risks relating to
employees
The
risks
that
the
Group
faces
in
relation
to
the
management
of
employees
are
related,
on
the
one
hand,
to
the
administrative
management
of
personnel,
with
particular
reference
to
events
of
an
extraordinary
nature,
and
on
the
other,
to
the
health
and
safety
of
employees,
with
particular
reference
to
working
conditions
and
accident
management.
In
the
various
countries
where
the
Group
has
subsidiaries,
its
dealings
with
employees
are
regulated
and
protected
by
collective
labour
agreements
and
local
laws.
Any
reorganisation
or
restructuring
undertaken,
where
this
becomes
essential
for
strategic
reasons,
is
defined
on
the
basis of plans agreed with employee representatives.
The
Group
has
put
in
place
specific
procedures
to
monitor
safety
in
the
workplace,
both
in
the
offices
and
in
plants,
and
continuous
attention
is
paid
to
training
and
raising
awareness
among
Camparistas
on
health
and
safety
issues
and
to
ensuring
safe
working
conditions.
Since
2013,
the
Group
has
adopted
a
QHSE
(Quality,
Health,
Safety&Environment)
Policy
and
monitors
its
performance
through
international
health
and
safety
occupational
standards
(BS
OHSAS
18001/ISO45001).
Talent attraction
and management
This
risk
is
related
to
the
inability
to
attract
and
retain
skilled
people
and
to
not
being
responsive
in
seizing
new
opportunities
and
adapting
to
change.
Employees’
satisfaction,
diversity, equity
and inclusion
Being
a
multinational
organisation,
Campari
Group
faces
the
challenge
of
managing
a
diverse
workforce
and
could
fail
to
respond
to
the
needs
of
its
employees,
not
being
able
to
create
a
healthy
and
positive
work
environment
which
is
an
indispensable
conditions
for
ensuring
the
Company’s success and growth.
The
Code
of
Ethics
reaffirms
the
Group’s
principles
and
commitment
with
respect
to
the
themes
relating
to
human
resources and the work environment.
The
Policy
on
Employees
and
Human
Rights
defines
the
Group's
position
with
respect
to
issues
related
to
working
conditions,
training
and
employees
well-being.
Training
and
professional
development
is
a
key
area
of
focus
for
Campari
Group
and
will
continue
to
enlarge
its
learning
offer
mainly
leveraging on online tools.
Specific
activities
to
improve
Camparistas’
well-being
and
their
work-life
balance
are
constantly
promoted
in
all
the
Group’s
locations.
The
Group
also
established
talent
reviews
programmes,
succession
plans,
and
retention
plans
for
key
resources, as well as monitoring employees satisfaction.
To
ensure
that
the
remuneration
system
for
all
Camparistas
is
based
on
the
criteria
of
fairness
and
transparency,
Campari
Group
uses
the
internationally
recognised
IPE
(International
Position Evaluation) methodology.
A
global
framework
to
foster
Diversity,
Equity
and
Inclusion
in
the
workplace
has
been
adopted
from
2020
aimed
at
nurturing
a
corporate
culture
in
which
people
feel
welcome,
empowered
and encouraged to bring their whole self to work.
The
risk
of
failure
to
comply
with
laws
and
regulations
related
to
the
respect
of
human
rights
in
all
its
geographies
and
all
along
its
supply
chain
might
cause
reputational
damage
and
financial
loss.
Among
the
measures
implemented
to
mitigate
this
risk,
specific
policies
have
been
formalised
(i.e.
Employees'
and
Human
Rights
Policy,
Code
of
Ethics,
Business
Conduct
Lines, Supplier Code).
Campari
Group
also
supports
the
United
Nations
Universal
Declaration
of
Human
Rights
and
the
International
Labour
Organization’s
Declaration
on
Fundamental
Principles
and
Rights at Work.
The
Group
assures
legal
compliance
to
national
legislations
relating
to
human
rights
in
those
countries
where
we
operate.
If
there
are
any
differences
between
the
content
of
our
policies
and
national
regulations,
the
Group
always
apply
the
most
stringent requirements.
Responsible
and
transparent
sourcing
from
commercial
partners
that
share
the
Campari
Group’s
values
with
regard
to
social
and
environmental
matters
is
a
necessary
condition
for
ensuring
high-quality
and
safe
products
and
for
a
better company reputation.
Since
2012,
the
Campari
Group’s
suppliers
have
been
requested
to
sign
the
Supplier
Code,
a
document
setting
out
the
ethical
values
and
principles
that
underlie
the
Group’s
activities,
and
ensure
their
compliance
throughout
their
respective supply chains.
The
Group
is
also
a
member
of
Sedex
(the
largest
shared
platform
in
the
world
through
which
users
report
and
share
their
commercial
practices
in
the
areas
of
labour
law;
health
and safety; environment; business ethics).
The
Campari
Group’s
Employees'
and
Human
Rights
Policy
also applies to suppliers.
Specific
projects
with
key
suppliers
are
developed
to
foster
virtuous
business
practices
(i.e.
co-investment
model
to
grow
agave
with
local
partners
in
Mexico,
long-term
agreements
with packaging suppliers committed to circular principles).
Risks relating to
product compliance
and safety
The
Group
is
exposed
to
the
risks
inherent
in
the
release
for
consumption
of
its
products
with
reference
both
to
compliance
with
the
specific
regulations
to
be
applied
to
products
in
the
beverage
sector
and
with
specific
reference
to
the
quality and safety of products for end consumers.
Control
procedures
to
ensure
that
products
manufactured
in
Group
plants
are
compliant
and
safe
in
terms
of
quality
and
hygiene,
in
accordance
with
applicable
laws
and
voluntary
certification
standards,
have
been
put
in
place.
Specifically,
since
2013,
Campari
Group
has
adopted
a
QHSE
(Quality,
Health,
Safety&Environment)
policy
and
tracks
its
performance
through
the
International
Food
Safety
Certification
scheme
(BRC/IFS/FSSC22000).
In
addition,
the
Group
has
defined
guidelines
to
be
implemented
if
quality
is
accidentally
compromised,
such
as
withdrawing
and
recalling
products
from
the
market
or
the
CPM
Index
(i.e.
the
number of complaints received per million bottles produced).
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
76
Risks relating to a
decline in the social
acceptability of
Campari Group’s
products or
governmental
policies against
alcoholic
beverages
Campari
Group’s
ability
to
market
and
sell
its
alcoholic
beverage
products
depends
heavily
on
both
society’s
attitudes
toward
drinking
and
governmental
policies
that
flow
from
those
attitudes.
Also,
the
Group’s
reputation
may
be
impacted
by
consumers’
misuse
of
alcoholic
beverages.
Campari
Group
continues
to
promote
a
culture
of
quality
and
responsibility,
including
via
communication
and
awareness-
raising
activities
and
actions,
also
carried
out
in
collaboration
with
the
main
trade
associations,
positioning
itself
as
a
responsible global player in the beverage industry.
Since
2010,
the
Group
has
adopted
a
Code
on
Commercial
Communications
on
a
voluntary
basis,
which
has
been
recently
updated.
Mandatory
training
on
the
Code’s
principles
is
provided
for
all
Camparistas
involved
in
the
communication
and
marketing
of
the
Group’s
products.
Furthermore,
the
Responsible
Serving
Guidelines
aims
at
defining
the
essential
guidelines
for
the
responsible
serving
of
alcoholic
beverages,
while
the
Internal
Policy
on
Responsible
Alcohol
Consumption
is
aimed
to
encourage
employees
to
always
adopt
responsible consumption patterns.
A
‘Global
Strategy
on
Responsible
Drinking’
has
been
adopted
from
2020,
setting
short-mid-term
commitments
and
the
related
internal
and
external
initiatives
to
be
undertaken
in
this area.
Physical risk of
climate change and
natural disaster
Production
activities
and
the
implementation
of
the
Group’s
strategies
are
subject
to
the
effects
of
natural
events.
Moreover,
environmental
changes,
such
as
rising
temperatures
and
changing
of
seasonality,
could
interfere
with
local
supply
chains
and
alter
industrial
processes.
These
events
are
generally
unpredictable
and
may
affect
the seasonality of sales.
The
Group
monitors
environmental
risks,
has
emergency
plans
in
place
and
continuously
develops
plans
to
deal
with
such
crises,
together
with
business
continuity
assessment,
back-up scenarios and global insurance policies
.
The
Group
counts
compliance
with
regulations
and
with
local
and
international
standards
among
its
priorities,
and
is
committed
to
reduce
its
environmental
impact
throughout
its
global
supply
chain
acknowledging
the
need
to
limit
global
temperature
rises
to
no
more
than
1.5°C,
in
accordance
with
the Paris Agreement.
Environmental
impact of
operations
CO2
emissions,
energy
management,
water
management, waste management.
The
Group
is
aware
of
the
environmental
impact
generated
by
its
operation
and
activities
and
how
its
inability
to
manage
it
could
negatively
affect
its
reputation,
revenues
and
profits.
Not
only
external
stakeholders
pay
greater
attention
to
the
company
non-financial performance, but also:
-
a
high
industrial
energy
consumption
leads
to
an
increase
of
GHG
emissions
(thus
contributing
to
climate
change
and
global
warming)
and
to
a
rise
in
energy
prices
and
volatility;
-
the
most
water-intensive
activities
may
impact
water
availability
especially
in
geographic
locations
where
water-related
challenges are more pronounced;
-
a
hazardous
and/or
improper
waste
storage
or
disposal
may
contaminate
surrounding
water and lands.
From
2013
the
QHSE
policy
has
been
adopted
and
applies
to
all company locations and divisions.
The
Group’s
environmental
performance
is
certified
through
international standards (ISO14001/EMAS/ISO50001).
Campari
Group
has
set
up
a
structure
dedicated
to
control
environmental
pollution,
waste,
and
water
disposal
and
defined
and
disclosed
specific
environmental
targets
aligned
with the UN SDGs to be reached by 2025 and 2030.
Risks of barriers to
entry into new
markets or
development in
already-guarded
markets
The
difficulty
of
integration
into
the
local
social
fabric
or
lack
of
collaboration
and
dialogue
with
local
communities
can
limit
the
ability
of
the
company
to
enter
new
markets
and/or
consolidate
its
presence
in
markets
in
which
it
already
operates.
The
Group
manages
relations
with
local
communities
and
territories
where
it
operates
in
full
respect
of
customs
and
traditions, while strictly observing local regulations.
The
Group
contributes
to
the
economic
development
of
the
territories
directly
through
its
own
activity,
thus
contributing
to
local
economic
development,
and
through
the
development
of
specific
projects
of
social
inclusion,
also
promoted
through
its
Foundations.
Given
the
international
scope
of
its
business,
Campari
Group
may
face
the
risk
to
not
comply
with
all
the
anti-bribery
laws
and
regulations
–
which
are
expanding
and
strengthening
at
national
and
international
level
-
it
is
subject
to,
causing
reputational
damage
and/or
resulting
in
potentially
substantial fines.
The
main
tools
for
mitigating
corruption
risk
are
the
Code
of
Ethics,
the
Business
Conduct
Guidelines
and
ongoing
training
of
employees
to
keep
them
periodically
updated
on
the
Group’s
policies.
In
Italy,
in
particular,
pursuant
to
Legislative
Decree
231
of
2001,
the
231
Model,
approved
by
the
Board
of
Directors,
represents
a
formalisation
of
existing
management structures, procedures and controls.
Internal
assurance
activities
are
continuously
monitored
and
assessed
with
local
management
to
improve
the
internal
control system.
Any
violations
or
conduct
inconsistent
with
regulations
and/or
internal
policies
may
be
reported
anonymously
to
the
Supervisory
Body
through
a
whistleblowing
channel
available
to Camparistas and external stakeholders.
Data privacy and
cyber security
The
strong
interconnectedness
within
the
Group
and
the
ever-increasing
pervasiveness
of
technology
on
the
performance
of
company
activities,
may
cause
reputational
damage
due
to
possible
breaches/theft
of
sensitive
data,
the
malfunctioning
or
disruption
of
IT
systems,
the
unavailability
of
online
services
due
to
a
cyber-
attack
and
the
increased
cost
of
resolving
these
problems.
The
Group
has
introduced
project
initiatives
aimed
at
making
every
employee
aware
of
cyber
issues
and
risks
(C-Level
fraud,
Phishing,
Social
Engineering).
Each
employee
participates
in
e-training
sessions
and
continuous
tests
to
improve their knowledge of the main cyber threats.
Through
the
Legal
&
Compliance
department
and
the
Group
Privacy
and
Data
Protection
Officer,
Campari
Group
is
aligned
with
the
European
regulations
on
personal
data
protection
(‘GDPR’),
and
with
other
applicable
local
laws
on
data
protection.
In
2020
a
new
Privacy
Policy
on
Processing
of
Employees’
Personal
Data
has
been
released
together
with
a
Policy
on
the
Use
of
Electronic
Communications
and
Information
Systems,
and
training
and
awareness
activities
are regularly promoted.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
77
Sustainability governance and policies
The
Sustainability
strategy
and
its
implementation
is
under
the
responsibility
of
the
following
bodies
and
functions.
The Board of Directors:
•
approves and monitors progress on the Global Sustainability Strategy;
•
approves the Non-Financial Declaration and the Sustainability report.
The Control and Risks Committee:
•
monitors progress of the Global Sustainability Strategy.
The Sustainability Committee:
•
seven
members:
Global
PA&Sustainability
Senior
Director;
Group
Head
of
Human
Resources;
Group
Head
of
Supply
Chain;
Group
Head
of
Marketing;
Group
FP&A,
Statutory
Reporting,
Investor
Relations&Corporate
Finance Senior Director; Group Internal Audit Senior Director; Corporate Communications Director;
•
meets
periodically
to:
evaluate
and
propose
cross-functional
sustainability
projects
and
activities,
and
validate
the Materiality matrix.
The Sustainability team:
•
ensures the sustainability strategy is embedded into processes and practices;
•
drives
the
implementation
of
the
Global
Sustainability
strategy
in
cooperation
with
the
main
Corporate
functions;
•
reports progress to the Chairman and to the Leadership Team;
•
supports the Sustainability Committee and coordinate its activities;
•
supports
Investor
Relations
and
Corporate
Communication
sharing
and
communicating
sustainability
updates
to external stakeholders.
As
it
continues
to
split
up
its
business
structure
into
divisions
and
expand
its
geographical
and
market
reach,
Campari
Group
has
had
to
formalise
its
key
principles
in
documents
that
constitute
the
pillars
of
its
sustainable
way of doing business.
The
values
and
lines
of
conduct
that
inspire
the
activities
of
each
Camparista
and
the
entire
Group
are
set
out
in
the
Code
of
Ethics,
the
latest
version
of
which
was
approved
by
the
Board
of
Directors
of
the
Parent
Company
on
27
October
2020.
The
Code
reaffirms
the
principles
of
fairness,
loyalty
and
professional
integrity
that
form
the
basis
of
the
work
and
behaviour
of
those
operating
in
the
Group,
both
in
terms
of
internal
relations
and
in
terms
of relations with third parties (the Code of Ethics is available at
https://www.camparigroup.com/Code_of_ethics
).
To
improve
internal
awareness
and
compliance
with
the
principles
of
the
Code
of
Ethics,
Campari
has
launched
an
e-learning
training
course
available
on
the
intranet
to
all
Camparistas
and
for
blue
collars
in-person
trainings
were
held
at
the
plants
in
Canale
and
Novi
Ligure
and
further
trainings
on
the
plants
are
currently
being
planned.
To
ensure
compliance
with
the
Code
of
Ethics
and
its
correct
interpretation
pursuant
to
Legislative
Decree
231/2001,
a
Supervisory
Body
was
established,
appointed
by
the
Board
of
Directors,
with
autonomous
operational
and
control
powers.
Any
violations
or
conduct
not
consistent
with
the
Code
may
be
reported
anonymously
to
the
Supervisory
Body
through
Campari
Safe
Line,
the
whistleblowing
channel
available
to
Camparistas
and
external
stakeholders,
accessible
through
different
channels
(telephone,
e-mail,
mail,
fax
or
online
platform)
and
is
available in several languages.
In
addition
to
the
Code
of
Ethics,
the
Business
Conduct
Guidelines
also
aim
to
ensure
the
utmost
integrity
in
professional
life.
The
principles
set
out
in
the
document,
which
is
available
to
all
Camparistas
and
can
be
viewed
on the Group’s internal portal, concern the following five potentially sensitive areas:
gifts and entertainment;
use of social media;
confidential information;
responsible drinking;
mutual respect.
Specifically
with
regard
to
anti-corruption
and
bribery,
in
2018
the
Group
conducted
a
corruption
risk
analysis
involving
26
foreign
companies.
The
objective
of
the
analysis
was
to
map
the
regulations
applicable
at
local
level
and
to
further
examine
the
companies’
internal
control
systems
for
processes
potentially
at
risk
of
corruption,
including:
management
of
relations
with
third
parties
(public
and
private),
management
of
gifts
and
entertainment
expenses,
lobbying
activities
and
human
resources
management.
Following
this
analysis,
certain
specific
areas
for
intervention
were
identified.
The
Group
has
therefore
established
a
multi-year
process
to
strengthen
its
compliance
management
system,
particularly
in
the
areas
of
anti-corruption,
anti-trust,
data
privacy
and
conflicts
of interest.
In
Italy,
in
particular,
pursuant
to
Legislative
Decree
231
of
2001,
the
231
Model,
which
governs
specific
control
systems,
was
approved
by
the
Board
of
Directors.
The
Model
is
aimed
at
preventing
the
crimes
covered
by
the
aforementioned
decree
and
in
particular
to
prevent
crimes
against
the
public
administration,
corporate
and
financial crimes and crimes committed in violation of workplace health and safety regulations.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
78
The Company has appointed a single supervisory body to verify the effectiveness of the Model and to update it.
The
main
tools
for
mitigating
corruption
risk
are
the
Code
of
Ethics,
the
Business
Conduct
Guidelines
and
ongoing
training
of
Camparistas
to
keep
them
regularly
updated
on
the
Group’s
policies.
In
particular,
relations
with
public
and private entities are regulated in the Code of Ethics as follows:
it
is
absolutely
forbidden
to
promise
or
offer
public
officials,
employees
or
other
representatives
of
the
public
administration payments or other benefits in order to promote or favour the Group’s interests;
it
is
absolutely
forbidden
to
promise
or
offer
employees
or
other
representatives
of
institutions,
political
parties,
trade unions and associations payments or other benefits in order to promote or favour the Group’s interests;
in
all
cases,
it
is
forbidden
to
accept
gifts
or
favours,
the
value
of
which,
taking
into
account
the
circumstances
under
which
they
were
offered,
could
have
even
a
slight
impact
on
the
selection
of
supplier
or
counterparty,
or
on the terms and conditions of a contract.
The
adoption
of
Model
231
as
well
as
subsequent
additions
or
amendments
are
communicated
to
all
employees,
including
members
of
the
Board
of
Directors
and
the
Board
of
Statutory
Auditors,
with
the
link
from
which
the
text
of
Model
231
can
be
downloaded
clearly
displayed
on
the
company’s
website.
An
information
set
is
made
available
to
new
employees,
including,
among
other
documents,
the
Code
of
Ethics,
Model
231
and
the
Italian
national
collective
labour
agreements
(
contratti
collettivi
nazionali
di
lavoro
-‘CCNL’).
The
Model
is
also
communicated
to
the
Group’s
business
partners
through
the
Code
of
Ethics
and
the
Supplier
Code.
This
information
set
is
intended
to
provide
the
knowledge
that
is
deemed
to
be
of
primary
importance
to
the
company.
The
content
and
delivery
of
training
activities
aimed
at
raising
awareness
of
the
regulations
contained
in
the
Decree
are
tailored
to
the
different
roles
of
employees
and
the
level
of
risk
in
the
area
in
which
they
work,
and
also
take
into
account
whether
or
not
they
act
as
representatives
of
the
company.
Violations
of
the
Code
of
Ethics
may
result
in
termination
of
the
relationship
of
trust
between
the
Group
and
the
Recipients,
with
the
consequences
for
the
employment/collaboration
relationship
specified
in
current
legislation
and
collective
agreements.
In
2021,
there were no reports of bribery and corruption incidents.
Since
2013,
Campari
Group
has
had
a
Quality,
Health,
Safety&Environment
(‘QHSE’)
policy
that
governs
and
protects
the
environment,
health
and
safety
of
its
employees
and
consumers
as
well
as
the
quality
and
food
safety
of
products.
This
policy,
which
is
regularly
reviewed
to
keep
it
in
line
with
the
nature
and
size
of
the
Group
and
its
corporate
objectives,
applies
to
all
company
locations
and
divisions.
These
are
responsible
for
amending
the
policy
to
align
with
the
specific
characteristics
of
quality,
health,
safety,
environment
and
sustainability
of
the
location
concerned.
The
policy
is
also
shared
with
all
suppliers,
funders
and
employees,
and
is
published
on
Campari Group’s website
27
.
In
2017,
in
accordance
with
the
provisions
of
the
Decree
on
Non-Financial
Information,
a
policy
on
human
rights
and
personnel
management
was
drafted
and
signed
by
the
Group
Officers.
The
issue
of
respect
for
human
rights
is
deeply
rooted
in
the
organisation,
and,
in
line
with
the
principles
already
expressed
in
the
Code
of
Ethics,
by
drafting
a
specific
policy,
the
Group
defined
its
position
with
respect
to
issues
related
to
human
rights,
working
conditions,
training
and
to
the
employees’
well-being
and
formalised
its
commitment
to
playing
an
active
role
in
the
protection
of
human
rights
within
its
sphere
of
influence.
The
Employees
and
Human
Rights
Policy,
which
applies
to
all
Group
members,
was
communicated
to
all
Camparistas,
in
multiple
languages,
using
the
main
internal
communication
tools
and
made
public
in
the
Governance
and
Sustainability
sections
of
the
Group’s
website
28
.
Campari
Group
checks
for
the
compliance
of
all
its
operating
units
with
its
human
rights
commitments
by
monitoring
and
analysing
its
grievance
mechanisms
as
appropriate.
In
2021,
there
were
no
reports
of
human
rights
violations.
The
Group
also
commits
to
a
continuous
focus
on
ensuring
the
effectiveness
of
its
whistleblowing
procedures
for
reporting
any
illegal
behaviour
and/or
irregularities
through
the
Campari
Safe
Line.
The
principles
and
provisions
of
the
Code
of
Ethics
and
the
Employees
and
Human
Rights
Policy
also
apply
to
the
Group's
suppliers.
Campari
Group
also
supports
the
United
Nations
Universal
Declaration
of
Human
Rights
and
the
International
Labour
Organization’s
Declaration
on
Fundamental
Principles
and
Rights
at
Work.
The
Group
ensures
legal
compliance
with
national
legislation
on
human
rights
in
the
countries
in
which
it
operates.
In
the
event
of
any
divergence
between
the
content
of
the
Group’s
policies
and
national
regulations,
the
Group
always
applies
the
most
stringent
requirements.
The
risk
of
failure
to
comply
with
laws
and
regulations,
including
internal
policies,
is
continuously
monitored
for
all
Group’s
legal
entities
and
organisational
activities
in
all
its
geographical
regions.
The
Supplier
Code,
implemented
globally
in
2013
and
revised
in
subsequent
years,
summarizes
the
principles
and
founding
values
that
underlie
every
business
relationship.
By
signing
this
document,
each
supplier
of
materials
and
components
for
production
gives
its
assurance
that
its
operations
comply
with
the
ethical
requirements
of
Campari
Group,
helping
to
establish
transparent,
lasting
and
profitable
relationships.
The
Group
will
continue
to
extend
the
range
of
suppliers
to
which
the
Supplier
Code
applies,
including
non-product-related
27
www.camparigroup.com/en/sustainability/qhse-quality-health-safety-and-environment/qhse-policy
28
www.camparigroup.com/en/s
ustainability
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
79
suppliers.
Moreover,
in
2021,
Campari
Group
launched
a
new
version
of
the
Global
Procurement
Policy,
which
sets
the
guiding
principles
and
rules
that
all
Camparistas
shall
follow
when
participating
in
the
procurement
process.
The
document
reinforces
compliance
and
the
principles
laid
down
in
the
Campari
Group
Code
of
Ethics.
In
2020,
the
Board
of
Directors
prepared
and
adopted
a
diversity
policy
in
accordance
with
best
practice
provision
2.1.5
of
the
Dutch
Corporate
Governance
Code,
establishing
the
company’s
commitment,
setting
objectives,
and
putting
in
place
monitoring
and
reporting
procedures
in
order
to
guarantee
that
the
differences
in
skills
and
backgrounds
of
the
Board’s
members
reflect
the
diverse
nature
of
the
environment
in
which
the
company
and
its
stakeholders operate, thus improving the company’s effectiveness through diversity of approach and thought.
A
new
Policy
on
the
Use
of
Electronic
Communications
and
Information
Systems
has
been
issued,
demonstrating
the
Company
commitment
to
promoting
the
correct
use
of
IT
and
electronic
communication
systems
in
order
to
protect
its
IT
assets
and,
in
general,
all
its
stakeholders;
the
Privacy
Policy
applying
to
the
processing
of
employees’ personal data was also updated.
In
2021
the
Group
updated
its
Code
on
Commercial
Communication,
a
reference
document
to
guide
and
inspire
advertising
and
marketing
initiatives,
according
to
the
Group
core
values
and
meeting
the
highest
standards
of
responsible
commercial
communication.
The
Code
applies
across
all
markets
and
guides
every
aspect
of
commercial
communication
activities.
It
confirms
the
Group’s
strong
commitment
towards
the
responsible
marketing
of
alcoholic
beverages
across
all
media
encompassing
new
specific
guidelines
for
digital
marketing
communications,
as
well
as
an
appendix
dedicated
to
Influencer
Generated
Contents,
among
the
main
novelties.
A
global
e-learning
program
on
the
Code’s
principles,
dedicated
to
the
functions
involved
in
commercial
communication, has been launched at the end of the year.
Finally,
a
renewed
Internal
Policy
on
Responsible
Alcohol
Consumption
consistent
with
the
Group’s
responsible
commitments
and
practices
was
released
and
shared
internally.
The
policy
is
aimed
at
all
Camparistas
and
those
who
work
with
the
Campari
Group
to
promote
its
brands
(i.e.
agents
and
Brand
Ambassadors)
to
ensure
that
every
employee
always
promotes
responsible
and
measured
consumption
of
alcoholic
beverages,
both
in
and
out
of
the
workplace,
by
encouraging
and
practicing
responsible
behaviours
and
lifestyles.
Proper
training
will
be
provided to all Camparistas in 2022.
1.
Our people
Our
people,
our
Camparistas
are
Campari
Group
ambassadors
first
and
foremost,
holding
the
corporate
values
and
being
the
key
ingredient
to
the
Group’s
growth.
The
Group
continues
to
work
on
the
Camparista
Experience
introduced
in
2019
aiming
at
identifying
and
improving
all
the
relevant
moments
in
the
life
of
Camparistas.
The
Learning
and
Development
journey
has
been
continuously
strengthened
together
with
the
Reward
and
Recognition
one.
Regarding
the
former,
a
new
learning
ecosystem,
the
Learning
Distillery,
has
been
launched,
characterised
by
revised
leadership
and
functional
programmes
and
by
a
massive
online
learning
offer.
Moreover,
the
Growing
Every
Day
plan
has
been
launched.
This
is
a
global
multichannel
initiative
that
brings
learning
in
Camparistas
daily
life.
Concerning
the
latter,
two
massive
Reward
and
Recognition
initiatives
have
been
provided:
-
Extra
Mile
Bonus
(‘EMB’),
a
way
to
thank
Camparistas
for
the
passion,
integrity
and
loyalty
shown
especially during the last year.
-
Employee
Stock
Ownership
Plan
(‘ESOP’),
the
first
Employee
Stock
Ownership
Plan
in
Campari
Group.
The
ESOP
recognises
to
Camparistas
their
active
role
in
making
a
difference
and
investing
in
the
company’s
long-term
success.
This
is
a
terrific
opportunity
to
increase
Camparistas’
ownership
stake
in
Campari
Group.
After
the
closing
of
the
enrolment
period,
Campari
has
verified
a
very
positive
participation
rate
of
its
employees
who
decided
to
join
the
ESOP,
amounting
to
51.6%
of
all
eligible
employees.
The
strong
response
of
Campari
Group’s
employees,
deliberately
contributing
part
of
their
salaries
to
ESOP,
confirms
their
trust
and
long-term
commitment
to
the
company’s
future
growth.
At
31
December
2021,
the
total
workforce
consisted
of
3,953
29
people,
of
whom
3,831
had
a
permanent
contract.
Company
population
by
region,
gender
and
professional
category
at
31
December
at
2019,
2020
and
2021
is
shown below:
29
In
2021
the
Group
also
employed
30
interns,
to
be
added
to
the
total
workforce,
but
excluded
from
the
scope
of
this
Report,
as
required
by
the
GRI
Sustainability
Reporting Standards.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
80
Women
84
8
3
95
84
10
6
1
101
99
7
5
111
Men
132
-
6
138
130
5
1
136
172
6
2
180
Europe, Middle East and Africa
1,519
48
73
1,640
1,693
64
65
2
1,824
1,783
69
87
4
1,943
Women
567
43
22
632
667
47
24
1
739
717
50
39
2
808
Men
952
5
51
1,008
1,026
17
41
1
1,085
1,066
19
48
2
1,135
North America
1,497
6
59
1,562
1,327
4
60
0
1,391
1,376
16
1,392
Women
539
2
32
573
506
1
22
529
521
9
530
Men
958
4
27
989
821
3
38
862
855
7
862
South America
352
-
1
353
339
0
2
0
341
325
1
1
327
Women
124
-
-
124
120
1
121
122
1
1
124
Men
228
-
1
229
219
1
220
203
203
Total
3,584
62
142
3,788
3,573
78
138
4
3,793
3,755
76
115
7
3,953
1.1 Campari Group and the dialogue with Camparistas
The
ongoing
conversation
between
Campari
Group
and
Camparistas
was
key
in
2021.
In
a
year
still
very
much
impacted
by
Covid-19,
the
corporate
culture
proved
to
be
fundamental
to
navigate
the
uncertainty
brought
by
the
pandemic.
In
particular,
an
internal
communication
plan,
albeit
virtual
and
remote,
was
launched
in
2020
and
has
continued
throughout
2021,
providing
information
on
the
Group’s
solidarity
initiatives
and
keeping
all
connected
to a virtual community.
Camparistas
have
been
kept
up
to
date
about
the
strategic
priorities
through
a
wider
communication
plan,
which
included
CEO
communication,
aimed
at
sharing
and
celebrating
the
Group’s
key
milestones,
as
well
as
reassuring
with empathy and closeness.
While
approaching
a
hybrid
working
model
(combining
both
remote
and
office
working),
Campari
Group
engaged
with
Camparistas
about
the
need
to
build
new
ways
of
working
through
the
‘Better
Together’
communication
plan,
which
included
engagement
activities
and
an
office
restyling
with
posters
and
illustrated
wall
signs
leveraging
the
‘Together’
value,
aimed
at
welcoming
back
employees.
To
lead
Camparistas
through
the
new
ways
of
working,
Campari
Group
listened
to
its
employees
through
a
survey
and
dedicated
workshops
to
understand
their
needs
and expectations for the workplace of the future, adopting a co-creation approach.
Furthermore,
through
a
series
of
Better
Together
breakfasts
and
aperitifs,
Camparistas
had
the
chance
to
meet
again
in
the
office
in
a
convivial
way,
promoting
socialization
and
networking
occasions
in
full
compliance
with
the
health and safety rules.
Not
only
internal
communication
efforts
and
executive
involvement
were
reinforced,
but
also
a
two-way
dialogue
was
promoted.
Based
on
the
2020
Global
Camparista
Survey
results,
during
2021
the
Group
promoted
specific
initiatives responding to the main Camparistas needs.
For
the
third
time
in
a
row,
the
2020
Survey
was
conducted
in
partnership
with
the
Great
Place
to
Work®
Institute,
the ‘global authority’ in the area of the workplace culture for over 30 years.
The
Great
Place
to
Work
®
Trust
Index
©
Survey
is
based
on
a
proven
methodology,
which
identifies
‘Trust’
as
the
core
of
every
successful
workplace
culture.
It
measures
a
wide
variety
of
aspects
across
all
demographic
groups
within
the
company,
providing
actionable
insights,
sound
external
benchmarks
and
enabling
the
Group
to
be
a
great place to work for all.
2020 Camparista Survey Distribution:
3,411 invitations;
3,196 responses;
94% response rate;
period: October 2020;
online questionnaire.
The
94%
response
rate
was
a
declaration
of
Camparistas’
passion
and
engagement,
but
the
positive
results
are
also due to the relevant improvements pursued by the company in all the areas identified by the survey.
Overall
satisfaction:
Taking
everything
into
account,
I
would
say
this
is
a
great
place
to
work-83%
(+3pts
as
compared with 2018).
Trust Index
©
: 74% (+3pts vs. 2018)
During
2021
all
the
national
results
were
disclosed:
Campari
Group
was
certified
as
a
Great
Place
to
Work®
in
16
countries
(Australia,
Austria,
Belgium,
Canada,
Germany,
Italy,
Mexico,
Peru,
Russia,
Ukraine,
Singapore,
South
Africa,
Spain,
Switzerland,
the
United
Kingdom,
and
the
United
States)
and
we
got
into
six
countries
‘best
workplaces' national rankings (Argentina, Brazil, Germany, Italy, Spain, and the United Kingdom).
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
81
It
has
been
the
first
time
we
have
been
certified
in
certain
large
and
important
countries
in
terms
of
size,
market,
and
competition.
A
dedicated
webpage
was
created
to
celebrate
these
remarkable
achievements,
which
have
also
been
communicated
internally
through
ad
hoc
news
on
the
intranet
and
a
video
clip
released
on
Yammer,
as
a
way
to
thank
People
worldwide.
During
2021,
based
on
the
survey
results,
detailed
action
plans
were
defined
together
with
Camparistas
to
work
on
those
areas
they
felt
had
to
be
tackled
more
urgently.
Groups
formed
voluntarily
by
Camparistas
were
set
up
in
every
country
to
ensure
that
the
identified
actions
would
be
locally
relevant
and
actionable
immediately.
These
groups
were
joined
from
Camparistas
from
all
the
functions
and
seniorities
in
order
to
address
the
topics
from
all
the
different
perspectives.
At
corporate
level,
five
key
paths
which
were
common
in
almost
all
countries
were
identified:
work-life
balance,
reward
and
recognition,
learning
and
development,
communication,
and
diversity,
equity
and
inclusion
(‘DEI’).
Related
to
them,
global
long-term
plans
and
medium-short
term
programmes
like
Growing
Every
Day,
ESOP
and
EMB,
Workplace
Evolution
and
DEI
global framework have been put in place.
Almost
400
actions
have
been
identified
worldwide
and,
for
the
whole
year,
the
Group
committed
both
locally
and
globally to pursue them.
Within
the
framework
of
an
integrated
internal
communication
ecosystem,
meant
to
promote
the
culture
of
sharing
by
improving
communication
between
departments
and
geographic
areas,
some
channels
have
been
particularly
successful in contributing to promote and strengthen the dialogue with the company and among Camparistas.
Yammer,
the
corporate
social
network,
has
proved
to
be
a
valuable
daily
tool
for
internal
communication,
collecting
information,
developing
team
building,
sharing
best
practices
and
celebrating
the
work
and
achievements
of
Camparistas around the world.
2021
also
provided
several
occasions
in
the
consolidation
of
Campari
TV,
an
internal
TV
channel
aimed
at
spreading
the
company’s
culture,
values
and
strategy,
as
well
as
supporting
change
management
within
transformational
projects
among
Camparistas
around
the
world.
Campari
TV
content
is
also
incorporated
into
an
internal
editorial
plan
conveyed
through
Yammer
and
the
internal
digital
signage
circuit
in
use
in
the
various
offices
worldwide.
1.2 Diversity, Equity and Inclusion
A new strategy to foster DEI in the workplace.
-
DEI
Index
creation
and
implementation
to
evaluate performances at global and local level.
-
DEI Governance with a DEI Advisory Team.
-
Global
Culture
Activation
initiatives:
a
new
DEI
learning
offer
for
all
Camparistas
with
a
focus
on
unconscious bias.
-
Power Act initiatives implemented locally.
-
Partnership
with
Unstereotype
Alliance
(UN
Women,
the
United
Nations
entity
for
Gender
Equality).
-
Global
Culture
Activation
initiatives:
specific
learning
offer
for
marketing
community on DEI aspects.
-
Global
Power
Act
initiatives:
flexible
working
patterns,
gender
pay
gap
analysis and certification.
In
2020
Campari
Group
started
a
journey
to
develop
a
new
Global
Diversity,
Equity
and
Inclusion
(DEI)
framework.
At
Campari
Group,
we
aim
at
a
true
meritocracy
where
individual
talents
can
flourish
to
their
full
potential.
This
can
only
be
enabled
by
Diversity,
Equity
and
Inclusion,
fundamental
to
the
Group’s
Culture
and
strongly
connected
and
inspired
by
Campari
Group
Values.
The
Group’s
goal
is
in
fact
to
continue
to
nurture
a
corporate
culture
in
which
its
people,
bonded
by
the
company’s
Values,
feel
welcome,
trusted
and
encouraged
to
bring
their
whole
self to work so they can truly feel that they belong.
The
Campari
Group
Diversity,
Equity
and
Inclusion
strategy
sets
out
the
approach
and
provides
a
framework
for
ensuring
that
everyone
within
the
company
working
with
Camparistas,
Business
Partners
and
the
Communities
is empowered and encouraged to contribute to this journey and support a culture of inclusion.
The Group’s commitment is based on three areas of impact:
-
for
Camparistas
:
to
promote
a
fair
and
equal
employment
lifecycle
where
everyone
has
all
the
opportunities
to progress and feel as if they have always belonged.
-
for
Business
Partners:
to
leverage
diversity
to
foster
creativity
and
innovation
to
better
interpret
consumer’s
needs and boost business potential.
-
for
Communities:
to embrace and support equity by promoting education, culture and social inclusion.
Specifically
with
regard
to
Camparistas,
the
approach
to
action
in
this
area
is
about
looking
at
the
whole
Camparista
work-lifecycle,
consisting
of
its
main
journeys
(i.e.
attract,
recruit,
engage
and
develop)
and
underlying
fundamental
touchpoints,
identifying
the
barriers
to
success
and
defining
concrete
initiatives
to
break
them
down.
The
Group’s
approach
to
action
to
proactively
manage
inclusion,
equity
and
diversity
is
based
on
two
main
aspects: Culture and Power Acts
.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
82
Initiatives
within
the
Culture
Activation
space
firmly
position
DEI
as
an
integral
part
of
Campari
Group’s
Culture,
which
is
the
maximum
expression
of
the
Group’s
identity
as
a
company
and
as
member
of
the
communities
in
which it operates.
Initiatives
within
the
Power
Act
space
encourage
momentum
in
the
right
direction,
rewarding
efforts
to
overcome
the
complexity
in
the
short-term
and
fostering
change
through
reiteration
and
continuous
practice.
Power
Act
initiatives are poised to become the new norm in the relevant area of impact.
Within
this
framework-while
the
Group
will
keep
deploying
new
global
initiatives-freedom
is
provided
to
each
local
organisation
within
the
Group
to
identify,
design
and
introduce
measures
based
on
their
most
urgent
needs
and
priorities.
An
essential
enabler
for
this
flexibility,
to
be
interpreted
within
a
common
agenda,
is
to
share
the
same
approach,
the
same
language
and
the
same
discipline
for
the
purposes
of
measurement.
To
allow
a
shared
measurement
method
we
have
set
an
internal
DEI
Index
that
provides
actionable
insights,
both
at
Group
and
Country
level,
enabling
concrete
and
precise
measurement
to
prioritise
interventions
and
initiatives
at
all
levels
and to monitor the effect over time. The Index is based on two sets of indicators:
-
Survey-based
:
a
selection
of
Great
Place
to
Work
®
statements,
describing
the
key
dimensions
that
underpin
an inclusive, equitable and diverse workplace (Diversity-Equity-Inclusion).
-
GRI-based
:
a
selection
of
KPIs
as
per
GRI
Standard,
which
the
Group
monitors
on
a
yearly
basis
for
Sustainability Reporting (Representation-Gender Pay Gap).
Lastly,
the
Group
put
in
place
an
internal
multifunctional
DEI
governance
structure
at
all
organisational
levels
(local,
regional,
functional
and
global),
and
a
multicultural
and
cross-country
Global
Diversity,
Equity
and
Inclusion
Team
to
actively
support
the
Group
in
its
company-wide
efforts
in
this
space,
with
membership
of
the
Team being on a rotational basis.
Culture Activation Initiatives
In
order
to
bring
Camparistas
all
on
the
same
page
on
the
Diversity,
Equity
and
Inclusion
corporate
agenda,
during
2021
the
Group
developed
an
educational
offer
for
the
organisation
which
can
be
leveraged
in
a
blended
approach
at
local
level
to
trigger
local
reflections
and
action
plans.
The
DEI
learning
plan
was
defined
by
the
Global
HR
Team
and
approved
by
the
DEI
Advisory
Team.
The
learning
DEI
offer
is
dedicated
to
all
Camparistas
worldwide,
both
in
the
offices
and
plants,
and
it
presents
some
specificities
for
targeted
groups,
as
people
managers
and
communication
professionals
(Camparistas
in
marketing,
communication,
HR
teams
that
frequently
deal
with
communicating).
To
build
its
learning
offer,
the
Group
mainly
partnered
with
MindGym,
a
British
company
that
uses
behavioural
science
to
transform
how
people
think,
feel
or
behave.
It
also
integrated
the
DEI
learning
offer
with
contents
from
LinkedIn
Learning,
Coursera
and
with
resources
for
the
marketing
community
to
eradicate
harmful
stereotypes
in
media
and
advertising
content
coming
from
the
Unstereotype
Alliance,
a
thought
and
action
platform
convened
by UN Women, the United Nations entity for Gender Equality.
Power Act Initiatives
During
the
year,
the
Group
has
been
working
with
Camparistas
on
DEI
initiatives
also
starting
from
what
they
raised
during
the
2020
Camparista
Survey.
Almost
one
hundred
actions
have
been
identified
by
the
local
focus
groups
to
increase
diversity,
enhance
equity
and
foster
inclusion.
Some
sub-topics
have
emerged
clearly.
In
every
country
as
well
as
at
functional
level,
groups
of
Camparistas
have
identified
concrete
plans
to
be
put
in
place
to
address
steps
they
feel
are
needed
to
become
more
diverse,
equitable
and
inclusive
as
Camparistas,
teams
or
as
an
organisation.
Some
global
initiatives
have
been
identified
(i.e.
flexible
working
patterns,
gender
pay
gap
analysis
and
certification)
and
will
be
promoted
in
the
next
quarters,
while
at
country
level
some
specific
actions
are currently being promoted in response to specific local needs.
Campari Group nationalities
30
Permanent Camparistas by region and gender
Europe, Middle East and Africa
30
The number for the Group’s nationalities does not include the US and Canada, for which due to local regulations, figures cannot be traced.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
83
With
the
exception
of
the
corporate
population
working
in
the
Product
Supply
Chain
area
(which
includes
production facilities), female Camparistas represented
45% of the total workforce.
Percentage of female Camparistas out of the total workforce-trend
There
was
a
gradual
increase
in
the
number
of
women
in
the
overall
workforce
as
compared
with
previous
years.
Permanent Camparistas by professional position and gender
Senior management and above
New Camparistas hired, by region and gender
Percentage of new Camparistas hired out of the total workforce by region and gender
Percentage of new Camparistas hired by gender-trend
Turnover by region and gender
Europe, Middle East and Africa
Turnover rate compared to the total workforce by region and gender
Europe, Middle East and Africa
Voluntary turnover
31
-trend
31
Voluntary turnover means leaving the company through voluntary resignation.
Europe, Middle East and Africa
Europe, Middle East and Africa
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
84
The
low
level
of
voluntary
turnover
in
2021,
6.7%,
is
confirmation
of
the
Group’s
genuine
commitment
to
building
an excellent work environment that Camparistas are not inclined to leave.
New Camparistas hired by region and age bracket
Percentage of new Camparistas hired out of the total permanent workforce by region and age bracket
Turnover of personnel by region and age bracket
Europe, Middle East and Africa
Turnover rate compared to the total permanent workforce by region and age bracket
Europe, Middle East and Africa
Permanent Camparistas by professional position and age bracket
Senior management and above
Although
not
Group
policy,
the
company
tends
to
favour
hiring
managers
who
live
in
the
countries
in
which
it
operates.
1.3 Learning and professional development in the workplace
Learning
culture:
the
Group
will
continue
to
enlarge
the
online
learning
offer,
while
nurturing
the
Camparistas
growth
mindset
with
strategic
and
business-related learning opportunities.
-
Launch of the Learning Distillery.
-
Two
new
learning
libraries:
LinkedIn
Learning
and Coursera.
-
Introduction of the Growing Every Day plan.
Continue
to
guarantee
an
even
more
open
and
scalable
learning
experience
to
all
Camparistas,
mainly
leveraging
on
digital
resources.
Campari
Group
believes
in
developing
the
skills
of
its
People
as
a
means
of
responding
to
business
needs,
building profitable brands and guaranteeing excellent financial results.
In
Campari
Group,
people
development
is
strongly
connected
with
the
organisational
growth.
Growing
individually
is
a
lever
for
growing
as
an
organisation
and
it
means
supporting
performance
and
developing
people’s
potential.
Learning
is
the
pillar
for
sustaining
individual
development
and
is
considered
to
be
a
key
competitive
advantage
for the business.
Europe, Middle East and Africa
Europe, Middle East and Africa
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
85
In
February
2021,
Campari
Group
launched
the
Learning
Distillery,
a
new
Learning
Management
System
(‘LMS’),
that
aims
to
make
the
learning
experience
more
open
and
scalable
with
access
to
multiple
digital
resources.
It
is
built
on
agility,
digitalisation
and
on
concrete
off-the-shelf,
tailor-made
and
blended
content
that
integrates
existing
programmes
and
breaks
down
functional
ties.
The
main
objective
of
the
Learning
Distillery
is
to
make
learning
a
personal
daily
habit
and
a
common
management
practice
with
a
direct
impact
on
performance
and
engagement.
Camparistas
have
direct
access
to
learning
resources
when
and
about
what
they
need,
minimising
the
time
lag
between
learning
and
using
what
they
have
learnt.
Moreover,
it
provides
managers
with
an
additional
lever
for
managing
performance
and
developing
teams
and
individuals.
The
new
LMS
helped
in
democratising
learning
by
opening
a
broad
offer
to
Camparistas
worldwide
with
learning
activities
in
numerous
languages.
In
addition
to
the
bespoke
training
activities
undertaken
ad
hoc
for
the
Group,
the
massive
LinkedIn
Learning
offer
and
the
premium
Coursera library were integrated.
In
the
past
few
years,
the
company
has
invested
in
developing
a
Global
Capabilities
Development
(‘GCD’)
architecture.
Designed
to
align
the
training
and
learning
strategy
with
business
needs,
the
architecture
ties
in
directly
with
a
global
Talent
Management
process,
as
it
provides
all
Camparistas
with
support
in
achieving
their
individual
development
goals.
From
the
point
of
view
of
a
Camparista,
one
of
the
main
outcomes
of
the
annual
Talent
Management
process
is
drafting
the
Individual
Development
Plan
(‘IDP’),
which
brings
together
the
Global
Capabilities
Development
architecture
and
the
Talent
Management
model.
Managers,
along
with
Human
Resources
are
called
on
to
support
continuous
development
by
building
concrete
and
sustainable
pathways
with
each
Camparista.
By
providing
a
diverse
series
of
learning
activities,
Campari
Group
thus
accelerates
the
professional
growth
of
its
people,
making
them
responsible
for
their
own
development.
Campari
Group's
global
Talent
Management
process
is
the
foundation
of
all
people
development
initiatives,
including
a
thorough
succession
planning
reflection
by
the
management
teams
every
year
at
all
company
levels
(local,
regional,
corporate),
strongly
supported
by
a
dedicated
digital
platform.
Whenever
an
internal
successor
is
ready
to
take
on
any
vacant
position,
Campari
Group
prioritizes
the
internal
candidate.
If
there
is
no
successor
identified,
jobs
are
posted
both
externally
and
internally
through
a
dedicated
Internal
Career
Site,
where
any
Camparista
can
apply.
The
Global
Capabilities
Development
architecture
is
based
on
a
development
model,
70%
of
which
consists
of
on-the-job
learning
experiences,
20%
of
social
learning
and
10%
of
traditional
training
opportunities.
This
approach is geared towards a continuous search for new skills fuelled by internal and external contributions.
The entire ecosystem is designed to cover 4 main areas:
functional excellence: to develop people’s technical skills and support functional development;
leadership development: to spread the culture, behaviour, values and leadership skills of Campari Group;
cross-functional
education:
to
increase
people’s
organisational
understanding,
creating
a
common
language
over departments and reducing silos; and,
compliance training: to build sound knowledge of regulations.
Digital
environments
transversely
support
the
development
of
content
and
contribute
to
providing
an
increasingly
fascinating experience based on real training needs.
Training hours by region, gender and professional category
Europe, Middle East and Africa
Average hours of annual training per employee-trend
Average
hours
of
annual
training
per employee (man hours)
The
Group’s
global
training
programmes
are
aimed
at
developing
functional
skills
to
support
organisational
change.
Classified
as
Functional,
Cross-Functional
and
Leadership
Development,
these
programmes
are
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
86
characterised
by
being
geographically
scalable,
thus
making
it
possible
to
formalise
and
to
share
processes
and
work methods among different functions.
Functional
Programmes
(Academies)
aim
to
develop
functional
competencies
supporting
organisational
change.
They
are
focused
on
sustaining
company
transformation
with
a
cocktail
of
activities
to
promote
functional
awareness, technical skills and a business partnership approach and a cross functional culture:
Marketing Academy
Finance Academy
Commercial Academy
Supply Chain Academy
HR Functional Initiatives
The
Leadership
Development
programmes
support
Camparistas
in
developing
core
competencies
(i.e.
teamworking,
leadership,
communication,
problem
solving,
self/people
development,
execution
excellence,
strategic thinking) to prepare them for a transition to key roles within the Group.
They are divided into:
General Management Academy (‘GM Academy’)
Lead to Succeed (‘LTS’)
Lead4Change
Campari Way of People Management (‘CWoPM’)
Campari Way of Individual Contributing (‘CWoIC’)
Cross-Functional Education:
Finance for Non-Finance Academy
Supply Chain E-Learning
10 Marketing Capabilities Masterclasses
Brands in Cask
Campari Academy Virtual Masterclasses
Our Signature Mix
Compliance Training:
General
Data
Protection
Regulation
(‘GDPR’)-The
GDPR
e-learning
programme
goes
through
the
European
Regulation 679/2016 on how companies must handle personal data.
Code
of
Ethics-Code
of
Ethics
provides
Camparistas
with
guidance
on
data
privacy,
antitrust,
conflict
of
interest
and
anti-corruption
measure.
It
includes
technical
content
as
a
reference
for
the
legal
community
and
it
provides
examples of ‘Dos and Don’ts’.
Also
this
year,
with
working
mainly
from
home
due
to
the
pandemic
the
Group
have
strengthened
its
digital
offer
even
more.
The
possibility
of
using
digital
channels
as
a
training
medium
has
been
consolidated
over
the
years
and
will
be
leveraged
to
keep
training
on
track
throughout
this
wave
of
the
pandemic.
The
aim
is
to
make
Camparistas
personally
accountable
for
their
own
development
and
to
give
them
the
possibility
of
growing
professionally every day, making learning a personal daily habit.
The
Group
invested
in
two
learning
libraries
LinkedIn
Learning
and
Coursera
to
ensure
Camparistas
have
what
they need at the right moment.
LinkedIn
Learning
helps
Camparistas
discover
and
develop
business,
technology-related,
and
creative
skills
through more than 5,000 expert-led course videos.
Coursera
is
a
library
of
world-class
training
and
development
programmes
developed
by
top
universities
and
companies. It is intended for Management and above to help drive both functional and leadership skills.
Thanks
to
the
introduction
of
the
Learning
Distillery,
this
year
the
online
learning
activities
of
Camparistas
has
been tracked more precisely:
1,120 active Camparistas on the Learning Distillery;
1,241 bespoke learning activities completed;
1,384 LinkedIn Learning Activities completed;
21 Coursera courses completed.
In
addition
to
this
massive
learning
offer,
the
real
impact
in
driving
the
learning
culture
and
in
bringing
Camparistas
into
a
growth
mindset
has
been
the
Growing
Every
Day
plan.
As
company’s
growth
excels
it
is
important
that
Camparistas
spend
more
time
in
the
Learning
Zone
mastering
the
skills
that
are
needed
for
future
performance
and
continuous
improvement.
The
Growing
Every
Day
plan
was
built
to
drive
the
habit
of
learning
and
organisational
change.
Tied
with
the
Must
Win
Battles
and
linked
to
the
overall
business
priorities
the
plan,
it
reminds
Camparistas
that
learning
is
a
lever
for
growth.
Putting
social
learning
at
the
centre
of
the
plan
allows
Camparistas to grow with and from one another.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
87
Investments in training
Training costs per employee: €885.4
1.4 360° Feedback
This
year
the
Group
committed
to
start
building
a
feedback
culture
to
keep
strengthening
the
people
development
promise.
In
order
to
do
so,
it
started
working
on
360°
Feedback
leveraging
on
Qualtrics
technology:
feedback
is
given
and
received
from
managers,
colleagues
and
direct
reports,
in
addition
to
self-evaluation.
To
build
a
diffused
feedback
culture,
catering
for
an
honest
and
meaningful
feedback
experience
is
necessary.
That’s
why
the
Group
decided
to
keep
360°
Feedback
as
an
individual
development
tool,
detached
from
the
individual
performance
management.
Three main principles have been defined:
•
HR
access
feedback
analytics
only
in
the
aggregate
by
organisational
area
(in
groupings
larger
than
3
people),
to
identifying
common
development
needs,
but
they
cannot
access
individual
Feedback
Reports or the results for a given Manager.
•
Line
Managers
cannot
access
their
Collaborators’
Feedback
Report
(i.e.
what
others
said
about
them).
•
Feedback
from
colleagues
will
be
available
in
the
aggregate
(>3
respondents)
via
the
individual
Feedback Report and only the Camparista can access their own Feedback Report.
The
360°
Feedback
was
piloted
in
four
countries,
Argentina,
Canada,
Spain
and
South
Africa,
to
test
and
learn
before implementing it in the whole organisation starting from 2022.
1.5 Remuneration system
The
remuneration
policy
for
directors,
general
managers
and
other
managers
with
strategic
responsibilities
is
determined
by
the
company’s
Board
of
Directors
on
proposal
by
the
Remuneration
and
Appointments
Committee,
following consultation with the Board of Statutory Auditors.
The
objectives
pursued
in
drawing
up
a
remuneration
policy
is
to
set
adequate
remuneration
for
top
management
and encourage their loyalty, through the use of four different instruments:
a fixed salary;
an annual variable performance-based bonus;
a medium-term incentive;
the assignment of stock options as an incentive for management to achieve long-term results.
Breaking
down
remuneration
in
this
way
ensures
a
balance
between
the
employees’
interests
and
the
short
and
long-term
outlook
for
the
company.
The
two
medium
and
long-term
schemes
apply
to
all
managerial
remuneration
throughout the Group.
To
ensure
that
the
remuneration
system
for
all
Camparistas
is
based
on
the
criteria
of
fairness
and
transparency,
Campari
Group
uses
the
internationally
recognized
International
Position
Evaluation
(‘IPE’)
methodology.
This
is
an
objective
and
structured
process
based
on
predefined
‘clusters’
that
allows
for
job
evaluation
analysis
and
verification
of
the
Group’s
competitiveness
in
relation
to
its
main
competitors
and
to
the
remuneration
criteria
adopted
in
each
region.
This
analysis
has
once
again
shown
that
Campari
Group
tends
to
pay
a
higher
salary
than
the
local
minimum
wage
in
the
countries
where
it
operates,
as
shown
in
the
table
below
for
the
key
countries
for the Group in terms of number of employees.
Ratio
between
the
standard
salary
(Annual
Base
Gross
Salary)
of
newly
hired
employees
and
the
local
minimum
wage broken down by country and gender.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
88
The
percentage
ratio
between
the
average
remuneration
of
female
Camparistas
with
a
permanent
contract
32
as
compared
to
men
(gender
pay
gap),
with
a
breakdown
by
country
and
professional
classification,
is
given
below.
To
provide
a
more
meaningful
analysis,
we
cover
the
principal
countries
in
which
the
Group
operates
and
the
professional
categories
ranging
from
management
to
blue
collar
workers,
excluding
executives
and
senior
management; this therefore covers 86% of the entire population of Camparistas.
Percentage
ratio
between
the
average
total
remuneration
of
female
employees
and
the
average
total
remuneration of male employees, by country and professional classification
Any
differences
in
the
average
figure
may
result
from
a
greater
number
of
men
or
women
at
a
particular
site
or
from the recruitment of new Camparistas during the reference year for the analysis.
1.6 Camparistas’ involvement with the environment, well-being and social activities
Campari
Group’s
activities
to
improve
Camparistas’
well-being
and
their
work-life
balance
continue.
Programmes
are
continually
introduced
at
the
Group’s
offices
and
facilities
to
encourage
a
healthier
lifestyle,
including
the
provision
of
fitness
areas,
the
distribution
of
educational
material
on
good
eating
habits,
workshops
on
nutrition,
immune
system
and
well-being,
and
a
better
work-life
balance
by
offering
essential
support
to
working
women
and
new
parents
such
as
day
care
services
in
partnership
with
local
structures
and
organisations
and
child
care
subsidies.
In
this
regard,
the
company
has
implemented
a
smart
working
policy
that,
based
on
the
policies
adopted
at
local
level,
allows
the
majority
of
Camparistas
to
work
remotely,
wherever
permitted
by
labour,
environmental
and
security
conditions.
More
flexible
working
methods
are
being
promoted,
with
them
being
able
to
bring
benefits
for
both
Camparistas
and
the
company,
encouraging
a
better
work-life
balance,
helping
employees
in
the
managing
daily
routines,
especially
those
that
are
parents
of
young
or
disabled
children
and
carers
of
adults,
and
increasing
employees’
responsibilities
in
pursuing
company
objectives
and
results.
Smart
working
is
thus
a
more
effective
working
solution,
based
on
trust
and
responsibility,
collaboration
and
flexibility.
Particularly
in
2020,
in
order
to
limit
the
risk
of
Covid-19
contagion,
the
company
has
adopted
an
extraordinary
regime
for
smart
working
in
all
its
offices
allowing
employees
to
work
from
home
and
thus
tackling
the
health
emergency
situation
with
the
maximum safety.
1.7 Industrial relations
Campari
Group
recognises
the
importance
of
continuing
to
develop
solid,
trust-based
relations
with
its
social
partners,
given
their
important
role
in
improving
competitiveness
and
employment
as
part
of
the
company’s
clear
commitment
to
social
responsibility.
Union
relations
are
therefore
important
and
strategic
in
a
highly
competitive
context
which
is
characterised
by
mergers,
acquisitions
and
exceptional
events
that
go
beyond
regular
business.
32
Remuneration: ABGS (Annual Base Gross Salary) + bonus (i.e: short-term incentives, sales incentives, local bonuses) + recurring allowances + overtime.
Annual Base Gross Salary (ABGS): fixed minimum amount paid to an employee for the performance of his/her duties, excluding any additional compensation.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
89
The
Group’s
companies
maintain
constant
and
ongoing
relations
with
trade
unions,
and
this
represents
more
than
mere
respect
of
agreements
made
locally
or
nationally,
but
is
a
serious,
real
and
objective
dialogue
to
guarantee
respect for roles and people, without ever losing sight of the corporate goal of efficiency.
In
addition
to
the
content
of
the
Italian
national
labour
contract
and
the
interconfederal
contracts,
Camparistas
in
Italy
are
also
subject
to
the
content
of
the
so-called
supplementary
second
level
contract
which
was
last
renewed
on
18
May
2018.
Currently,
there
are
4
collectively
negotiated
national
labour
contracts
in
force:
the
Food
Industry
Contract
(for
almost
all
employees),
the
Services
Sector
Contract
applicable
to
the
Camparistas
of
Campari
International
S.r.l.,
the
public
sector
contract
(tourism
sector)
connected
to
Camparino
and
Terrazza
Aperol
bars,
as for Executives, the agreement for Executives of goods and services producers.
In 2021 around 16% of all Camparistas in Italy were members of trade unions.
In
2021,
owing
to
the
pandemic,
the
agreements
signed
in
2020
between
the
parties
on
a
temporary
remodulation
of
factory
work
to
facilitate
less
intensive
use
of
the
workplace
by
making
judicious
and
moderate
use
of
the
social
safety nets envisaged for the Covid-19 emergency have been updated and continue being applied.
Initiatives
and
procedures
were
agreed
between
the
parties
to
guarantee
workers’
health
and
to
prevent
and
contain
the
spread
of
the
Covid-19
virus
in
the
workplace,
with
the
aim
of
combining
business
continuity
with
adequate health and safety conditions at work and in operating methods.
Throughout
2021,
the
parties
(the
company
and
workers’
representatives)
maintained
constant
and
ongoing
dialogue,
thus
successfully
preserving
the
existing
excellent
union
relations,
ensuring,
through
respect
for
the
parties’
roles
and
agreement
on
suitable
solutions,
workers’
safety
and
business
efficiency.
In
2021,
310
hours
of
strikes were proclaimed.
1.8 Health and safety in the workplace
Campari
Group
considers
the
health,
integrity
and
well-being
of
its
employees,
contractors,
visitors
and
the
communities
in
which
it
operates
to
be
primary
and
fundamental
elements
in
conducting
and
undertaking
its
activities.
Continuous
attention
is
paid
to
training
and
raising
awareness
among
Camparistas
on
health
and
safety
issues
and
to
ensuring
safe
working
conditions,
both
in
the
offices
and
in
plants.
In
2021,
Campari
organised
health,
safety,
environment
and
sustainability
actions
around
six
key
elements:
Common
Approach
to
High-Risk
Processes/Areas,
Common
Performance
Metrics,
Culture
and
Leadership,
Functional
Excellence,
Continuous
Improvement
and
Sustainability
and
Resource
Conservation.
All
initiatives
in
2021
were
designed
to
further
one
or more of these elements.
•
Pandemic management
Campari
Group
continued
the
steps
taken
in
2020
to
protect
the
health
and
safety
of
Camparistas,
visitors
and
contractors
both
in
offices
and
plants.
Countermeasures
created
in
2020
were
retained
in
2021.
These
include:
pre-entry
health
screenings
in
place
at
all
sites;
increased
sanitisation
of
facilities;
re-design
of
common
use
areas
(canteens,
changing
rooms);
physical
distancing
and
face
covering
usage
requirements;
assessment
of
plant
and
office
heating,
ventilation
and
air
conditioning
systems;
implementation
of
procedures
for
the
prompt
management
of
symptomatic
people
and
identification
of
close
contacts;
etc.
In
2021,
the
validation
of
Covid-19
countermeasures
were
embedded
into
existing
safety
actions
(i.e.
evaluating
physical
distancing
and
face
covering
usage
as
part
of
behavioural
observation
walkarounds).
Upon
availability
of
Covid-19
vaccines,
Campari
implemented
policies
providing
for
paid
time
off
to
Camparistas
to
receive
the
vaccine
and
an
additional
period
of
sick
time
to
address
any
effects
from
vaccination
receipt.
Where
possible,
Campari
worked
with
country
and
local
health officials to make vaccines available to Camparistas.
•
Common Approach to High-Risk Processes/Areas
In
2021,
Campari
Group
launched
a
multi-year
global
machinery
safeguarding
risk
assessment
programme.
This
programme
involves
the
completion
of
machinery
safety
assessments
in
all
packaging
operations,
remediations
of
identified
risk,
employee
training
and
the
development
of
machine
guarding
specifications
for
packaging
equipment.
Initial
assessments
have
been
completed
in
Italy,
France,
UK,
Greece
and
Jamaica
facilities.
A
similar
approach
has
been
taken
with
the
risk
posed
by
the
operation
of
powered
industrial
vehicles
(PIV).
Campari
group
has
implemented
a
global
guideline
to
create
uniform
requirements
around
the
physical
layout
of
PIV
operating
areas,
vehicle
related
requirements
(speed
governing,
visible
and
audible
warnings),
operator
training
and
observation
requirements.
Campari
operations,
maintenance,
engineering
and
HSE
team
members
participated
in
training
to
assess
vehicle-to-vehicle
and
vehicle-to-pedestrian
risk
to
ensure
a
uniform
process
of
evaluating
the risk present in site operations and utilising the hierarchy of controls to eliminate or reduce this risk.
•
Common Performance Metrics
To
measure
health,
safety,
environment
and
sustainability
performance
across
all
plants
in
a
uniform
manner,
Campari
Group
established
a
common
set
of
indicators
for
showing
performance
at
the
Group,
Region
and
Plant
level.
Site
level
performance
was
illustrated
utilising
the
safety
pyramid
which
illustrates
the
correlation
between
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
90
safety
actions
(HSE
training,
inspections,
observations),
other
leading
indicators
(at-risk
behaviours
and
unsafe
conditions)
and
injury
incidents.
Each
plant
across
the
group
displays
an
updated
safety
pyramid
in
a
prominent
location accessible to all Camparistas.
•
Culture and Leadership
To
continue
fostering
a
culture
of
safety,
all
Campari
group
sites
have
established
a
recognition
programme
in
which
Camparistas
are
recognised
for
making
a
positive
contribution
to
employee
health
and
safety.
In
some
sites,
this
required
the
creation
of
a
specific
recognition
programme
while
other
sites
were
able
to
utilise
an
existing
employee
recognition
programme.
To
illustrate
the
high
priority
placed
around
safe
behaviours,
Campari
Group
launched
the
5+1
Golden
Rules;
a
summary
of
5
key
safe
behaviours
required
at
all
sites.
Campari
Group
also
released
a
template
for
disciplinary
action
for
safety
rule
violations.
As
an
illustration
of
the
leadership
commitment
to
HSE
a
quarterly
incident
review
meeting
was
set
up
with
the
senior
supply
chain
leadership.
At
this
meeting,
plant
leaders
present
a
review
of
incidents
occurring
over
the
prior
three
months
along
with
their
root
cause
analysis
and
the
status
of
corrective
actions.
This
quarterly
meeting
serves
as
an
illustration
of
the
leadership
commitment
to
operating
plants
in
a
safe
manner
and
that
plant
leaders
are
responsible
and
accountable
for
the
health, safety and environmental performance of their plants.
•
Functional Excellence
To
ensure
capability
among
Camparistas
at
all
organisational
levels,
Campari
Group
has
begun
the
creation
of
a
capability
model.
This
model
will
establish
technical
and
non-technical
competencies
and
training
activities
for
Camparistas
across
all
organisational
levels
based
upon
their
role
and
work
areas.
To
create
this,
Campari
has
partnered
with
a
global
HSE
consulting
firm
and
is
completing
site
assessments
and
Camparista
interviews
to
baseline capabilities against needs.
While
the
capability
model
is
being
developed,
Campari
has
continued
building
the
technical
competency
among
Camparistas
through
global
technical
training
activities
on
safe
electrical
work
practices
and
powered
industrial
vehicle
risk
assessments.
These
trainings
were
offered
virtually
to
all
plants.
At
the
individual
plant
level,
sites
in
Italy,
Jamaica
and
the
United
States
held
‘safety
training
days’
where
Camparistas
received
training
on
a
number
of safety and health topics.
•
Continuous Improvement
The
Group
continuous
improvement
element
seeks
to
improve
site
level
processes
and
improve
the
efficiency
in
HSE
actions.
In
2021
Campari
Group
began
piloting
the
Quentic
Risk
Management
and
Contractor
Safety
Modules.
In
2022,
it
will
continue
this
pilot
with
the
addition
of
audit
management
modules
in
US,
Canada
and
Mexico.
These
improvements
will
allow
more
efficient
management
of
critical
HSE
records
as
well
as
greater
visibility on audits, inspection and the completion of corrective actions.
•
Accidents
Compared
to
the
previous
year,
there
was
a
slight
increase
in
the
total
number
of
accidents
involving
Camparistas
(+2.4%) and a reduction in the number of accidents involving contractors (-10%) in 2021.
Frequency and severity indexes for Camparistas by region
Europe, Middle East and Africa
Frequency
index
for Camparistas
Severity
index
for
Camparistas
33
The frequency index for any category is calculated applying the following formula: (Total injuries x 1,000,000)/worked hours
34
The severity index for any category is calculated applying the following formula: (Lost days due to accidents x 1,000)/ worked hours
Total accidents involving Camparistas (number)
Frequency index for Camparistas
33
Accidents involving male Camparistas (number)
Accidents involving female Camparistas (number)
Injuries without absence from work for Camparistas (number)
Injuries with absence from work for Camparistas (number)
Lost days due to accidents for Camparistas (number)
Severity index for Camparistas
34
Occupational diseases involving Camparistas (number)
Mortality at work for Camparistas (number)
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
91
There were 4 accidents involving journeys to or from work, all of them were related to contractors.
In
2021
there
were
no
high-consequence
work-related
injuries
35
,
the
number
of
lost
days
due
to
accidents
for
both
Camparistas and contractors decreased.
•
Near misses
The
attention
of
each
Camparista
is
increasingly
being
focused
on
proactivity,
prevention
and
mitigation
of
potential
risks.
The
company
continues
to
focus
on
near
misses,
unsafe
behaviours
and
conditions
(collectively
referred
to
as
unsafe
situations.
This
information
is
measured
and
evaluated
at
the
plant
level
as
part
of
a
safety
pyramid.
The
safety
pyramid
is
a
visual
health
and
safety
indicator
that
shows
site
level
health
and
safety
performance
for
lagging
indicators
36
(level
1,
2
and
3
injuries)
and
leading
indicators
37
(unsafe
behaviours,
unsafe
conditions,
safe
activities).
This
is
designed
to
help
educate
Camparistas
about
the
relationship
between
leading
and
lagging
indicators
and
to
motivate
more
on
near
miss,
unsafe
condition
and
unsafe
behaviour
awareness
and
reporting.
•
Health, Safety&Environment committees
All
the
Group’s
production
units
have
company-worker
committees
that
represent
all
workers
on
health
and
safety
issues
and
69%
of
workers
on
environmental
issues.
The
dialogue
between
the
parties
is
always
open
and
constructive.
•
Certifications
The
performance
of
Health
and
Safety
Certification
rate
(%),
as
bottles
produced
in
production
units
certified
according
to
international
standards
for
health
and
safety,
increased
in
2021
following
the
recent
certification
of
the Group’s plant in Australia.
2.
Responsible practices
2.1 Responsible sourcing
The
Group’s
focus
on
ensuring
and
developing
good
business
practices
applies
to
its
suppliers
and
distributors
as
well
as
its
own
activities
and
business
units.
Campari
Group
is
increasingly
committed
to
making
responsible
sourcing an integral part of its processes.
•
Sustainability compliance
Campari
Group
continues
to
drive
sustainability
compliance
through
the
implementation
of
the
Supplier
Code
and
Sedex
(Supplier
Ethical
Data
Exchange)
in
all
geographies.
Responsible
and
transparent
sourcing
from
commercial
partners
with
similar
values
is,
in
fact,
a
prerequisite
for
ensuring
high-quality
and
safe
products
that
create value in local economies.
35
H
igh-consequence
work-related
injuries
are
work-related
injuries
that
results
in
an
injury
from
which
the
worker
cannot,
does
not,
or
is
not
expected
to
recover
fully to pre-injury health status within 6 months (source: GRI 403 Occupational health and safety 2018).
36
Lagging indicators measure the occurrence and frequency of events that occurred in the past, such as the number or rate of injuries, illnesses, and fatalities.
37
Leading indicators are proactive measures that measure prevention efforts and can be observed and recorded prior to an injury.
Accidents involving contractors
Total accidents involving contractors (number)
Contractor accident frequency rate
Lost days due to accidents for contractors (number)
Contractor accident severity rate
Mortality at work for contractors (number)
Accidents involving suppliers and visitors
Total supplier-related accidents (number)
Total visitor-related accidents (number)
Health near-misses for Camparistas (number)
Safety near-misses for Camparistas (number)
Health near-misses for contractors (number)
Safety near-misses for contractors (number)
Health near-misses for suppliers (number)
Safety near-misses for suppliers (number)
Health near-misses for visitors (number)
Safety near-misses for visitors (number)
Health and Safety certifications
Bottles
produced
in
production
units
certified
in
accordance
with
international
occupational health and safety standards (BS OHSAS18001/ISO45001) (%)
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
92
Since
2012,
Campari
Group
has
adopted
the
Supplier
Code,
a
document
setting
out
the
ethical
values
and
principles
that
underlie
the
Group’s
activities
and
which
its
suppliers
and
their
employees
undertake
to
sign,
adhere to and ensure compliance with throughout their respective supply chains.
In
2021,
Campari
Group
launched
an
updated
version
of
the
Global
Procurement
Policy,
which
sets
the
guiding
principles
and
rules
that
all
Camparistas
shall
follow
when
participating
in
the
procurement
process.
The
document
reinforces compliance and the principles laid down in the Campari Group Code of Ethics.
Campari
Group’s
membership
of
Sedex
is
further
confirmation
of
the
Group’s
commitment
to
managing
its
supply
chain
more
responsibly
and
transparently.
Sedex
is
the
largest
shared
platform
in
the
world
through
which
member
users
report
and
share
their
commercial
practices
in
the
following
four
key
areas:
labour
law,
health
and
safety,
environment, business ethics.
With
the
aim
of
reducing
its
environmental
impact
along
the
supply
chain,
Campari
Group-all
other
commercial
parameters
being
equal
(i.e.
competitiveness,
quality
and
availability
of
materials)-continues
to
look
for
local
sourcing options.
•
Business continuity and enhanced supplier collaboration
The
unprecedented
challenges
of
Covid-19
created
a
strong
driver
for
enhanced
collaboration
across
the
supply
base
in
general
and
led
to
a
strengthening
of
strategic
partnerships.
The
enhanced
collaboration
of
2020
was
further
developed
in
2021,
with
the
consolidation
of
supplier
partnerships
and
the
expansion
of
specific
programmes,
for
example
the
Supplier
Reverse
Factoring
Programme.
The
programme
kicked-off
in
2020
with
a
selected
group
of
strategic
suppliers
in
Italy
and
expanded
in
2021
to
a
selected
group
of
raw
materials
suppliers
with
the
aim
of
allowing
them
to
receive
early
payments
on
their
invoices.
Additional
benefits
such
as
an
improved
cash
forecasting
accuracy
and
access
to
lower
cost
funding,
made
the
Campari
Reverse
Factoring
pilot
scheme
a
success
.
During
2021,
Campari
Group
also
started
to
explore
a
potential
geographical
expansion
of
the
programme in the US.
The
priorities
in
2020-securing
supply
and
maintaining
the
economic
sustainability
of
our
supply
base-evolved
in
2021
to
the
strategic
review
of
the
sourcing
of
key
critical
materials
(packaging
and
raw
materials),
with
the
goal
to
mitigate
supply
risks
and
strengthen
business
continuity.
This
priority
led
to
the
launch
of
the
Business
Continuity
Planning
(BCP)
initiative.
The
programme
identifies
specific
situations
in
which
the
supply
risk
requires
the
development
of
alternative
sourcing
options
(i.e.
multiple
suppliers)
or
the
development
of
business
continuity
plans
in
partnership
with
strategic
suppliers
(i.e.
multiple
supplier
manufacturing
sites
approved
to
produce
some
critical
components).
One
of
the
criteria
considered
in
the
process
of
defining
BCP
initiatives
was
the
proximity
of
suppliers’ manufacturing sites to Campari’s locations, with the goal to reduce GHG emissions.
•
Growing agave in partnerships with local farmers
Since
2019,
Campari
Group
has
engaged
local
Farmers
in
a
co-investment
model
to
grow
agave
in
its
lands
of
origin.
The
model
enables
farmers
to
grow
agave
with
long-term
predictability
of
commercial
conditions
and
volume
requirements
and
fosters
continuous
improvement
of
field
operations.
This
testifies
to
Campari
Group’s
increasing
commitment
to
supporting
local
agricultural
businesses
and
communities
while
developing
long
term
relationship with selected partners.
By
supporting
local
agricultural
business
and
communities,
Campari
Group
is
building
a
solid
foundation,
based
on
the
pillars
of
social
and
economic
responsibility.
This
foundation
will
enable
for
the
expansion
of
the
scope
of
sustainability
in
the
Mexico
operation,
with
initiatives
focused
on
the
environment
and
biodiversity
in
the
plantations.
In
the
spirit
of
continuous
improvement
Campari
Group
has
invested
in
a
bespoke
Farm
Management
Software
to
map,
track
and
analyse
each
aspect
of
the
agave
farming
in
collaboration
with
the
Campari’s
selected
partners. The software is under development with a planned go live in the first quarter of 2022.
•
Packaging and circular principles
The
enhanced
collaboration
and
the
consolidation
of
supplier
partnerships,
which
accelerated
positively
in
2020
and
2021,
prepared
the
ground
for
the
development
of
sustainability
projects
with
fewer
preferred
packaging
suppliers, with whom Campari Group established a stable base of long-term agreements, as for example:
-
collection
of
wastepaper
in
the
manufacturing
sites
of
Novi
and
Canale
by
one
of
Campari’s
suppliers
of
corrugated
cardboard;
the
wastepaper
is
transported
to
paper
mills
to
produce
recycled
paper,
hence the wastepaper is reintroduced in the paper value chain;
-
elimination of shrink plastic film in the Crodino secondary pack, replaced by cardboard;
-
ongoing
transition
of
PSL
labels
(pressure-sensitive
labels)
portfolio
from
non-recyclable
liner
to
recyclable liner (PET).
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
93
•
Point of Sales materials (‘POS’)
In
2021
Campari
Group
focused,
together
with
their
lead
POS
agency,
to
communicate
messages
that
promote
sustainable
improvements,
reduce
plastic
packaging,
and
increase
the
usage
of
more
sustainable
material
solutions. The focus was mainly in the Global and US catalogues.
In
2022,
the
Group
will
include
in
the
contract
with
the
lead
POS
agency
a
pay-for-performance
element
2,5%
weighting
criteria
that
is
linked
to
the
creation
of
a
sustainability
dashboard
and
to
the
creation
of
a
baseline
for
the POS category. The dashboard will be live in the first half of 2022.
•
Business travel
In
collaboration
with
the
partner
for
business
travel
management,
in
2021
Campari
Group
created
a
KPI
dashboard
that
monitors
the
CO2
emissions
involved
in
the
air
travel
of
Camparistas.
The
dashboard
enables
the
effective management of business travel also taking into consideration environmental criteria.
2.2 Quality and food safety of brands
Campari
Group
ensures
the
quality
and
food
safety
of
its
brands
by
meeting
all
applicable
Food
Safety
and
Quality
standards and assures brand consistency through standardisation and rigorous inspection controls.
One
of
the
Group’s
main
goals
is
to
retain
its
brands
trust
amongst
consumers
and
customers
and
therefore
the
Group
put
in
place
a
series
of
proactive
and
preventive
programmes.
The
purpose
of
these
programmes-listed
below-is
to
mitigate
risks
across
end-to-end
operational
activities,
from
raw
and
packaging
material
supply
to
finished products reaching consumers:
-
Standard Quality Control Requirements programme in the manufacturing processes;
-
Global Sensory programme to ensure consistent consumers product experience;
-
robust External and Internal Audit programme;
-
significant
effort
in
improving
the
Supplier
Quality
Assurance
Programme,
which
is
designed
to
ensure
that
we
consistently
purchase
approved
materials
from
approved
suppliers
that
meet
agreed
specifications,
applying
a
standardised
quality
methodology.
In
2021
the
Group
introduced
the
SafeFood360
management
tool,
improving
its
digitisation,
engagement
and
visibility
of
all
of
Suppliers, co-manufacturers and co-packer;
-
Global
Traceability
programme
which
continued
with
a
successful
deployment
in
Italy
(Novi
Ligure
plant) in 2021.
•
Certifications
Campari
Group
Food
Safety
GFSI
Certification
programme
started
with
the
company
owned
manufacturing
sites
and has been extended to the Campari’s third-party manufacturing sites.
In
2021
the
Group
obtained
the
certification
of
bottling
sites
in
UK,
Greece
and
Brazil.
The
performance
is
being
tracked
through
the
Food
Safety
Certification
rate
(%),
(bottles
produced
in
production
units
are
certified
in
accordance
with
international
standards
for
food
safety
(BRC/IFS/FSSC22000)).
The
full
2021
performance
rate
was 87.7%, with an increase of 3.3ppt compared to 2020 due to the new certifications completed.
•
Complaints
Campari
Group
consumers
and
customers
experience
is
measured
in
complaints
per
million
(CPM),
i.e.
the
number
of
complaints
received
per
million
bottles
produced.
The
Group
tracks
its
performance
daily
and
acts
immediately
on
any
claim
by
taking
the
appropriate
actions
to
eliminate
root
causes
and
avoid
reoccurrences.
In
2021 the Group have achieved a CPM index of 0.828, improving the overall performance by 17.2% vs 2020.
No withdrawals or recalls from the market were recorded in 2021.
As was the case in the previous year, there were no fines or disputes relating to Food Safety in 2021.
38
The perimeter for the purpose of calculating the CPM index includes the bottles produced either at the Group’s own factories or by its co-packers.
CPM (complaints received per million bottles produced)
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
94
2.3 Global Strategy on Responsible Drinking
Ad
hoc
and
continuous
training
for
the
global
marketing
community
going
into
digital
communication in great depth.
-
Revision
of
the
Code
on
Commercial
Communication
going
into
digital
communication in great depth.
-
Mandatory
training
for
100%
of
Camparistas
involved
in
the
communication
and
marketing of the Group’s brands in 2022.
-
Digital
brands’
campaigns
on
responsible
drinking.
Educational
sessions
on
responsible
drinking
for
100% of Camparistas.
-
A
new
Policy
on
Responsible
Alcohol
Consumption
has
been
published
and
communicated to all Camparistas.
Engagement
on
responsible
alcohol
consumption
of all Camparistas in 2022.
Responsible
serving
project
for
bartenders
to
be
leveraged at global level.
-
Adaptation
of
the
Italian
bartenders’
training
course
pilot
developed
in
2020
to
make
it
international.
Bartenders’
training
global
programme
launch
in
2022.
Continue
to
invest
in
No/Low
alcohol
(NOLO)
products.
-
Launch of the new The Notes Collection.
Continuous focus on NOLO products.
Promoting
responsible
drinking
is
a
key
priority
for
Campari
Group
which
has
been
formalised
in
2020
through
a
Global
Strategy
on
Responsible
Drinking,
embedded
in
the
Group’s
Sustainability
Roadmap,
setting
short-mid-
term
commitments
together
with
internal
and
external
initiatives
within
this
area.
Specific
educational
trainings
on
responsible
drinking
will
also
be
part
of
the
internal
process
for
Camparistas
and
new
hires.
Specific
training
of
the
global
marketing
community
was
delivered
at
the
beginning
of
2022,
going
into
digital
communication
in
great
depth
and
thus
ensuring
that
the
Group’s
online
presence
and
web
communication
through
digital
platforms
would
be
based
on
a
common
path
of
main
responsible
standards
which
are
at
the
core
of
the
external
communication
of
the
Group’s
brands.
On
top
of
these
activities,
a
project
on
responsible
serving
for
bartenders
will
be
deployed
globally.
Through
this
project
the
Group
will
educate
and
sensitise
bartenders,
one
of
the
most
important
stakeholders’
category
for
the
company,
with
regard
to
responsible
serving
and
drinking,
underlying
the
importance
of
quality
over
quantity
and
the
role
of
bartenders
as
representatives
of
a
proper
drinking
etiquette.
With
regard
to
the
external
communication,
the
Group
also
commits
to
promote
digital
brands’
campaigns
on
responsible drinking, thus reaching a greater audience of final consumers.
•
Responsible communications
Commercial
communication,
sponsorships
and
promotional
activities
are
important
tools
through
which
Campari
Group
conveys
messages
and
behaviours
that
are
always
attentive
to
the
responsible
consumption
of
its
products.
Since
2010,
the
Group
has
adopted
a
Code
on
Commercial
Communications
on
a
voluntary
basis,
ensuring
full
compliance
to
the
highest
standards
of
legality,
decency,
honesty
and
fair
business
practices,
and
encouraging
responsible
drinking
worldwide,
in
a
traditional
convivial
way.
The
Group
strongly
condemns
binge
drinking,
or
any
further
excessive
or
inappropriate
consumption
of
alcoholic
beverages,
and
is
committed
to
a
commercial
communication as a responsible player within the spirit industry.
The
Code
represents
a
reference
document
guiding
all
the
Group
advertising
and
marketing
initiatives,
according
to its core values and meeting the highest standards of responsible commercial communication.
In
2021,
as
part
of
the
Campari
Group’s
Global
Responsible
Alcohol
Strategy,
the
Code
on
Commercial
Communication
has
been
revised,
thus
confirming
the
Group’s
strong
commitment
to
the
responsible
marketing
of
its
products
across
all
media
encompassing
new
specific
guidelines
for
digital
marketing
communications
and
for
Influencer
Generated
Contents,
among
the
main
novelties.
Guidelines
for
digital
marketing
require,
among
other
things,
the
inclusion
of
the
Age
Affirmation
Process
on
all
websites
for
Campari
Group’s
alcoholic
products
with
the
aim
of
restricting
access
to
those
under
the
legal
age.
The
guidelines
also
establish
regular
monitoring
of
social media comments, providing the removal of any content that does not comply with the Code.
Promoting
responsible
drinking
and
ensuring
that
Campari
Group’s
products
are
always
consumed
in
moderation
and
in
a
social
and
convivial
setting,
is
a
critical
aspect
of
all
brands’
building
strategies.
A
thorough
knowledge
of
the
Code
is
pivotal
guiding
and
inspiring
Campari
Group
marketing
initiatives.
This
is
why
a
global
mandatory
e-learning
programme
on
the
Code’s
principles,
dedicated
to
all
Camparistas
involved
with
commercial
communication
(i.e.
Marketing,
Trade
Marketing,
Sales,
PR&Corporate
Communications,
PA&Sustainability
and
Legal),
and
their
newly
hired
Camparistas,
has
been
launched
at
the
end
of
2021,
to
further
increase
internal
awareness for a correct, fair and responsible commercial communication.
Every
year,
the
Group
monitors
the
signing
and
compliance
to
the
Code
by
all
marketing,
sales
and
PR
teams,
as
well
as
by
the
external
agencies
it
collaborates
with.
Also
in
2021,
all
members’
of
the
Group’s
teams
and
external
agencies
had
signed
the
Commercial
Communications
Code.
Furthermore,
the
marketing
managers
of
the Group review together with their teams on a regular basis the main principles of the Code.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
95
According to the Code, a responsible commercial communication
•
must always:
promote
responsible
drinking,
including
the
use
of
visible,
noticeable
and
legible
responsible
drinking
messages
(‘RDMs’);
feature models, testimonials, celebrities, bloggers, influencers, and actors who are at least 25 years of age;
•
must never:
promote the abuse or uncontrolled consumption of alcoholic beverages;
depict sobriety, moderation or abstemiousness as a negative value or behaviour;
be aimed at, portray or refer to minors, including indirectly;
make the alcoholic content the main information;
associate driving vehicles or other potentially dangerous activities with the consumption of alcoholic drinks;
avoid any association with or acceptance of illegal, indecent, or anti-social activities;
lead
the
public
to
believe
that
the
consumption
of
alcoholic
drinks
enhances
mental
clarity
or
physical
and
sexual
prowess
or
status
or
social
success
or
that
not
consuming
alcohol
leads
to
physical,
psychological
or
social
inferiority;
lead the public to believe that alcoholic drinks may have therapeutic properties or any curative effect;
lead
the
public
to
believe
that
alcohol
may
play
a
role
in
managing
weight
or
as
part
of
a
fitness
regime
or
that
it could be consumed instead of non-alcoholic beverages;
lead the public to believe that the consumption of alcoholic drinks can solve personal problems;
be aimed at, portray or refer to, pregnant women;
promote
the
Group’s
brands
with
individuals
who
have
known
past
or
current
issues
with
the
misuse
or
abuse
of alcohol, nor a history of illegal, violent, offensive, or unethical conduct.
For
more
information
on
the
Campari
Group
Code
on
Commercial
Communications,
please
download
the
full
document available at
Campari Group | Code on Communication
.
In
line
with
the
provisions
of
the
Code,
above
the
line
(‘ATL’)
and
below
the
line
(‘BTL’)
39
communications
and
the
social
profiles
of
brands
must
carry
RDMs.
This
excludes
communication
channels
relating
to
the
Group’s
non-
alcoholic products (i.e. Crodino):
To
further
increase
its
effectiveness,
the
Code
establishes
an
internal
Approval
Code
Committee
made
up
of
representatives
of
Group
Strategic
Marketing,
Corporate
Communications,
Corporate
Legal
and
Public
Affairs&Sustainability,
aimed
at
monitoring
the
compliance
of
commercial
communications
to
the
principles
of
the
Code.
No
cases
of
non-compliance
to
the
Code
with
legal
actions
have
to
be
reported.
In
2021,
Campari
Group
also
continued
to
voluntarily
include
pregnancy
logos
or
equivalent
messages
on
the
packaging
of
its
alcoholic
products,
with
the
aim
of
discouraging
pregnant
women
from
consuming
them.
With
regard
to
marketing
and
commercial
communication
activities,
including
advertising,
promotion
and
sponsorship
the
Group
received
one
complaint
only,
together
with
the
request
to
stop
advertising,
due
to
some
Aperol’s
digital
campaigns
considered
to be not in line with French regulations.
As
further
evidence
of
its
commitment
to
an
ethical
communication,
Campari
Group-in
2021-has
been
the
first
Italian
headquartered
company
to
join
the
Unstereotype
Alliance,
a
thought
and
action
platform
with
the
mission
to
eradicate
harmful
stereotypes
in
media
and
advertising
content,
convened
by
UN
Women
and
leveraging
the
UN's global reach of 193 member states.
Joining
Unstereotype
Alliance
strengthen
the
Campari
Group’s
commitment
to
Sustainable
Development
Goal
#5,
advancing
gender
equality
and
the
empowerment
of
women
while
dismantling
all
harmful
stereotypes
in
view
of a more equal world.
Within
this
partnership,
Campari
Group
reinforces
its
commitment
to
the
fight
against
gender
discrimination
and
inequality,
joining
forces
with
184
other
members
globally
set
out
to
influence
culture
and
society
in
a
positive
way
by challenging biased attitudes.
‘Stereotypes
are
around
us,
entrenched
in
everyday
life
and
culture,
and
when
unchallenged
they
feed
discrimination
and
give
a
false
representation
of
reality.
At
Campari
Group,
we
aim
to
build
brands
that
resonate
with
consumers
and
reflect,
realistically,
the
multiple
dimensions
that
compose
the
individual,
to
foster
a
more
authentic
representation
of
things
and
do
our
part
to
generate
positive
change.
We
are
glad
to
join
Unstereotype
39
Above-the-Line
(‘ATL’):
large-scale
advertising
via
various
media
(television,
radio,
cinema,
posters,
press,
web
and
social
media).
Below-the-Line
(‘BTL’):
communications aimed at certain individuals in specific points of sale or consumption (direct marketing, promotions, events).
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
96
Alliance
to
give
our
contribution
to
conceive
compelling,
more
balanced
advertising,
share
practices
with
the
other
members and learn and progress, stronger, together’
Julka Villa, Marketing Director.
•
Information to consumers
In
2020,
Campari
Group
took
part
in
a
pilot
project
led
by
the
European
Travel
Retail
Confederation
(‘ETRC’)
to
build
a
digital
platform
to
inform
consumers
about
nutritional
information
and
ingredients.
The
impact
of
the
Covid-
19
pandemics
on
the
travel
retail
channel
has
lead
ETRC
to
postpone
the
launch
of
the
Duty
Free
Label
platform.
However,
in
2021
Campari
Group
reinforced
its
voluntary
commitment
providing
meaningful
information
online,
via
a
dedicated
section
on
its
Corporate
website.
Information
to
be
provided
includes
alcohol
content,
energy
values
per
serving
size
of
consumption,
presence
of
allergens
and
gluten,
together
with
responsible
drinking
messages.
This
will
provide
consumers
with
clear
and
detailed
information
whilst
meeting
their
increasing
shift
to
digital reference points.
Starting
from
Italy,
where
the
Group
has
its
deep
roots,
the
new
Information
to
Consumers
section
will
be
made
available
in
all
the
major
markets
of
the
Group
over
the
course
of
2022,
thus
allowing
consumers
worldwide
to
easily
access
and
get
the
desired
information
anytime
and
anywhere.
In
addition,
a
clear
reference
will
be
displayed on all the Group’s physical labels to redirect consumers to this new digital labelling solution.
In
2022,
Campari
Group
will
continue
to
heighten
its
transparency
commitment
to
consumers,
enhancing
the
new
Information
to
Consumers
section
with
additional
products,
countries
and
information
(i.e.
Italy
has
given
information
to
the
correct
disposal
of
packaging
waste)
will
continue
to
actively
contribute
to
the
ETRC
Duty
Free
Label project.
•
Responsible serving
Campari
Academy
is
Campari
Group’s
training
school
of
excellence,
founded
in
2012
in
Sesto
San
Giovanni
(Milan)
offering
sector
professionals
and
connoisseurs
a
high-quality
and
varied
programme
about
the
world
of
bartending
and
bar
management.
Following
the
Italian
example,
many
other
markets
have
opened
local
Academies,
and
today
we
have
Campari
Academies
even
in
the
United
States,
Brazil,
Spain,
China
and
Australia-
and
many
more
are
planned
to
open
next
year
(i.e.
UK
and
France),
to
create
an
international
network
of
Academies
united
under
the
Global
Campari
Academy
concept-Campari
Group
centre
of
excellence
to
train,
inspire and connect the Global bartender community.
Moreover,
Campari
Academy’s
mission
has
expanded
and
grown
over
the
years
not
only
in
the
excellence
of
preparation
of
the
perfect
serve,
but
also
supporting
the
careers
of
professional
bartenders
with
a
360°
approach,
going beyond bartending and exploring all the professional hard and soft skills that a bartender should have.
Excellence
in
a
drink
becomes
a
broader
experience,
requiring
not
only
premium
products
but
also
an
equally
excellent
service.
Campari
Group
has
therefore
drawn
up
the
Responsible
Serving
Guidelines,
a
document
offering
bartenders
six
essential
recommendations
for
responsible
serving
of
alcoholic
drinks.
The
guidelines
are
shared
with
participants
on
all
training
courses
at
the
Group’s
Academies
and
with
bartenders
who
take
part
in
its
events, so that they can communicate the message of responsible drinking directly to the end consumer.
In
2021,
since
the
very
first
wave
period
of
the
pandemic,
Campari
Academy
moved
several
of
its
activities
online,
first
of
all
through
training
courses,
masterclasses
on
brands
and
new
trends
and
face-to-face
or
digital
workshops,
3,800
bartenders
touched
on
the
territory,
over
1,000
activities
promoted
by
Brand
Ambassadors,
to
approach
and
deepen,
in
an
always
responsible
manner,
the
art
of
bartending,
aiming
for
excellence.
In-person
and
digital
training
courses
with
a
focus
on
responsible
drinking
were
promoted,
including
a
masterclass
devoted
to
low
ABV
drinks
focused
on
the
correct
calculation
of
the
alcohol
content
in
drinks.
A
specific
course
on
the
Zero
Waste
world
was
promoted,
a
very
popular
and
recent
topic
among
the
bartending
community,
to
explain
the
concept
of
waste,
the
Zero
Waste
philosophy
and
how
to
apply
it
to
the
bar,
taking
inspiration
from
existing
international
realities.
Through
specific
preparations,
bartenders
are
taught
how
to
use
100%
of
commonly
used
raw
materials
in
the
bar
and
how
to
create
drinks
with
waste
products
that
would
normally
be
thrown
away,
as
well
as
a
series
of
tips
on
how
to
avoid
waste
of
any
kind
in
the
bar.
On
the
same
theme,
Campari
Academy
set
up
a
practical
workshop
where
bartenders
created
drinks
using
waste
raw
materials
from
the
daily
life
of
a
bar.
Finally,
Campari
Academy
continues
to
promote,
also
through
its
digital
channels,
a
‘perfect
serve’
made
without
the
use
of
plastic
straws.
•
Responsible consumption: communications and promotional initiatives
Campari
Group
continues
to
promote
a
culture
of
quality
and
responsibility,
through
communications
projects
and
actions
carried
out
independently
or
in
collaboration
with
the
main
trade
associations.
These
initiatives
are
aimed
at educating consumers on the responsible consumption of alcoholic beverages.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
97
The
Group
is
currently
a
member
of
54
trade
associations,
consortia
and
social
aspect
organisations
in
21
countries,
and
its
managers
play
a
key
role
in
most
of
them.
Working
with
the
key
trade
associations
and
major
industry
leaders,
and
thus
addressing
a
wider
audience,
Campari
Group
promote
and
disseminate
responsible
messages
and
moderate
style
of
consumption
of
alcoholic
beverages.
Also
in
2021,
initiatives
and
projects
relating
to
the
responsible
consumption
of
alcoholic
products
and
sustainability
were
carried
out
in
the
various
markets
in
which
the
Group
operates.
Some
new
features
of
the
year
include
that
Campari
Group
has
officially
joined
the
Foundation
for
Advancing
Alcohol
Responsibility
(Responsibility.org),
a
dedicated
non-profit
in
the
US
focusing
on
alcohol
education
with
the
mission
to
end
impaired
driving,
eliminate
underage
drinking,
and
promote
responsible
consumption
among
adults.
The
Group
has
always
been
committed
to
supporting
responsible
consumption,
and
this
partnership
is
an
extension
of
this
effort,
bolstering
Responsibility.org’s
ability
to
create
safer communities and healthier families.
•
Low and no alcohol
The
Group
has
always
been
committed
to
meet
the
expectations
of
its
consumers,
and
has
thus
always
promoted
a
range
of
brands
with
differing
alcohol
content.
Campari
Group
is
in
fact
considered
to
be
the
undisputed
leader
of
the
aperitif
category
with
Campari
and
Aperol,
with
a
portfolio
of
low
and
no
alcohol
brand,
with
Crodino
being
the
perfect
example
of
non-alcoholic
aperitif
par
excellence
since
1964.
The
low
and
no
alcohol
product
category
plays a big part in offering greater consumer choice.
As
further
demonstration
of
Campari
Group’s
commitment
to
this
category,
in
2021
the
Group
launched
The
Notes
Collection,
a
suite
of
three
non-alcoholic
expressions
created
by
the
Group’s
Innovation
Team,
capturing
the
verve, variety and inexhaustible intensity to unleash mixologist creativity.
3.
The environment
3.1 Management of resources and environmental impact
The
responsible
use
of
resources
and
reduction
of
the
environmental
impact
of
production
activities
are
practices
that
guide
the
Group’s
activities
with
the
aim
of
pursuing
sustainable
development.
As
a
company,
Campari
Group
recognizes
that
climate
change
is
one
of
the
greatest
challenges
for
the
future
of
the
planet
and
it
acknowledges
the
need
to
limit
global
temperature
rises
to
no
more
than
1.5°C,
in
accordance
with
the
Paris
Agreement.
The
Group is thus committed to achieve net-zero emissions by 2050, hopefully, sooner.
•
Global supply chain medium-long term environmental targets
The
Group
set
challenging
targets
to
be
reached
by
2025
and
committed
to
measuring
and
reporting
its
performance
in
a
transparent
way.
Its
targets
are
aligned
with
the
UN
Sustainable
Development
Goals
to
protect
the planet.
Campari
Group’s
goals
cover
energy,
water
and
waste
and
represent
the
way
it
measures,
monitors
and
improves
its environmental efforts, focusing on impact, within its own operations.
•
Energy and GHG emissions
Reduce
Green
House
Gases
(GHG)
emissions
from
direct
operations
40
by
20%
in
2025,
by
30%
in
2030,
and
from the total Supply Chain by 25% in 2030, using 2019 as a baseline.
100% renewable electricity for European production sites by 2025.
•
Water
Reduce water usage (L/L) by 40% in 2025 and by 42.5% in 2030, using 2019 as a baseline.
Return 100% of wastewater from operations to the environment safely.
•
Waste
Zero waste to landfill by 2025
The key environmental information for the Group’s production units and headquarters is shown below.
•
Energy efficiency and decarbonisation: the Group’s reply to climate related m4atters
40
Scopes 1 and 2.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
98
Reduce
greenhouse
gas
(GHG)
emissions
from
direct
operations
by
20%
within
2025,
by
30%
within
2030
and
by
25%
from
the
total
Supply
Chain within 2030, having 2019 as a baseline.
-
Local
interventions
and
investments
according
to
the
energy
efficiency
and
decarbonisation project launched in 2020.
-
Share
buyback
programme
with
a
reward
mechanism
to
allocate
funds
to
renewable
electricity project.
-
Energy
Performance
(MJ/L)
reduced
by
28%
compared to 2019.
-
Greenhouse
gas
(GHG)
emissions
performance
(kg
of
CO2
e./L)
from
direct
operations
reduced
by
27%
compared
to
2019.
-
Greenhouse
gas
(GHG)
emissions
(tons
of
CO2
e.)
from
direct
operations
reduced
by
5% compared to 2019.
-
Explore
ways
of
reducing
Group’s
value
chain
emissions
and
determine
the
initiatives required.
-
Funds
deriving
from
the
outperformance
41
in
the
purchase
cost
of
the
shares
during
the
share
buyback
programme
will
be
allocated
to
the
installation
of
photovoltaic
panels
in
the Novi Ligure and Canale plants (Italy).
100%
renewable
electricity
for
European
production sites within 2025.
-
Attainment
of
a
Guarantee
of
Origin
in
all
European
plants
three
years
in
advance
of
the Group’s commitment.
-
61%
of
the
total
electricity
used
by
Group’s
production
sites
from
renewable
sources,
equal
to
6,957
tons
of
CO2
e.
not
released
in the atmosphere.
Increase
the
use
of
renewable
electricity
in
the
Group.
In
2020,
Campari
Group
launched
a
global
multiyear
programme
to
develop
energy
saving
initiatives,
implement
sustainable
solutions
and
improve
energy
consumption.
In
2021
it
proceeded
with
several
interventions
and
investments
to
decarbonize
its
facilities.
It
extended
its
energy
efficiency
and
decarbonization
path
to
all
its
facilities and created a multi-year project pipeline for each production site.
As
part
of
the
2021
agenda,
a
series
of
thermal
recovery
activities
were
carried
out
at
the
distillery
in
US
(Lawrenceburg,
Kentucky)
and
a
new
natural
gas
boiler
was
installed
in
the
Mexican
distillery
of
Arandas,
replacing
the
old
fuel
oil
one.
The
internal
on-site
energy
audit
programme
continued
with
the
assessment
of
the
Novi Ligure (Italy) site.
Sourcing
renewable
energy
in
the
European
operations
has
been
one
of
the
key
management
approaches.
In
2021
the
Group
extended
the
renewable
origin
of
purchased
electricity
to
all
European
production
plants
and
headquarters
in
Sesto
San
Giovanni,
through
the
attainment
of
a
Guarantee
of
Origin.
The
decrease
of
the
internal
production
of
renewable
energy
from
biomass
in
2021
was
due
to
the
disposal
of
the
sugar
factory
in
Jamaica
in
2020.
The
Campari
Group
energy
efficiency
and
decarbonisation
programme
initiatives,
the
improved
efficiency
in
the
distillation
processes
and
the
increase
in
production
volumes
resulted
in
a
reduction
of
the
Group’s
energy
consumption
per
litre
manufactured
to
1.95MJ/L,
an
overall
of
-24%
compared
to
the
previous
year
(2.57
MJ/L)
and of -28% compared to 2019 (2.69 MJ/L).
Last
May
2021,
the
company
launched
a
share
buyback
programme
(the
‘Programme’)
which
included,
for
the
first
time,
a
contractually-agreed
reward
mechanism.
An
amount
deriving
from
the
outperformance
15
in
the
purchase
cost
of
the
shares
during
the
Programme
will
be
allocated
by
Campari
to
an
energy
efficiency
project,
namely
the
installation
of
photovoltaic
panels
in
Campari’s
main
plant
located
in
Italy
(Novi
Ligure),
allowing
the
Company
to
insource
the
production
of
renewable
electricity
and
reduce
emissions,
in
line
with
Campari
Group’s
energy
efficiency
and
decarbonisation
agenda.
The
outperformance
generated
by
the
share
buyback
programme
41
The outperformance is the difference between the purchase price and the average VWAP (Volume Weighted Average Price) over the execution period.
Total energy consumption (GJ)
Performance of energy consumption (MJ/L manufactured)
Consumption of energy by renewable/non-renewable sources
Consumption of energy from renewable sources (GJ)
Consumption of energy from non-renewable sources (GJ)
Consumption of energy by source
Consumption of electricity drawn from the grid (GJ)
Total heating consumption (GJ)
Total cooling consumption (GJ)
Total steam consumption (GJ)
Petroleum distillate fuels (GJ)
Purchased natural gas (GJ)
Fuels from natural gas processing and oil refining (GJ)
Energy produced from renewable sources (GJ)
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
99
is
higher
than
what
was
originally
expected.
This
will
make
it
possible,
in
addition
to
financing
the
environmental
sustainability
project
in
Novi
Ligure,
to
extend
the
photovoltaic
transformation
also
to
the
Italian
plant
in
Canale.
By
introducing
this
share
buyback
programme
linked
to
an
ESG
commitment,
Campari
further
confirms
its
strong
commitment
to
the
responsible
use
of
resources
and
reduction
of
the
environmental
impact
of
its
production
activities, one of the four pillars of Campari Group’s sustainability roadmap.
•
Emissions
In
2021
the
Group
experienced
an
increase
in
the
amount
of
Greenhouse
Gas
(GHG)
Scope
1
and
2
market
base
emissions
released
during
its
production
activities
compared
to
2020
(+7%),
mainly
due
to
increased
production
volumes. Compared to 2019, the Group reduced the amount of Greenhouse Gas (GHG) emissions (-5%).
The
quantity
of
carbon
dioxide-equivalent
emitted
per
litre
manufactured
was
reduced
to
0.11Kg/L,
an
overall
-
21% compared to 2020 (0.14Kg/L) and overall -27% compared to 2019 (0.15Kg/L).
As
an
important
contribution
to
the
reduction
of
scope
2
emissions
compared
to
2020
(-4%)
and
to
2019
(-33%),
the
renewable
origin
of
all
the
electricity
being
purchased
and
used
by
the
European
plants
and
the
headquarters
in Sesto San Giovanni was certified through the attainment of a Guarantee of Origin.
In
2021
Campari
Group
has
extended
the
review
of
its
value
chain
footprint.
It
carried
out
a
screening
of
the
fifteen
(15)
categories
identified
by
the
GHG
Protocol
standard
for
the
accounting
of
Scope
3
emissions,
to
determine
the
most
relevant
ones.
As
a
next
step,
it
shall
explore
ways
of
reducing
our
value
chain
emissions
and
determine
the initiatives required.
With
regard
to
methodology,
as
in
2019,
we
applied
the
conversion
factors
provided
for
under
the
GHG
Protocol
42
.
•
Water management
Reduce
water
usage
(L/L)
by
40%
within
2025
and
by 42.5% within 2030, having 2019 as a baseline.
-
Launch of a Water Reduction program.
-
Water
usage
(L/L)
reduced
by
37%
compared to 2019.
Water
Reduction
program
implementation
in
the
Group direct operations.
Return
100%
of
wastewater
from
operations
to
the
environment safely.
-
Safe
return
to
the
environment
of
100%
of wastewater from operations.
Continue
to
guarantee
the
s
afe
return
to
the
environment
of
100%
of
wastewater
from
operations
.
Water
is
a
precious
and
shared
natural
resource,
increasingly
a
point
of
interest
for
many
stakeholders
and
an
essential component in the production processes.
Despite
the
fact
that
our
production
sites
are
not
located
in
geographical
areas
exposed
to
an
extremely
high-
water
risk,
as
confirmed
by
the
Aqueduct
Water
Risk
Atlas
(World
Resources
Institute)
43
,
Campari
Group
recognizes
the
importance
of
water
and
is
committed
to
preventing
and
reducing
use
of
this
primary
resource
through a proper and more sustainable water management programme.
In
2021,
the
Group
launched
a
Water
Reduction
programme
to
develop
water
saving
activities
for
all
its
production
sites.
The
goal
is
to
optimise
water
use,
reduce
costs
and
improve
the
Group’s
environmental
impact.
As
a
result
of
the
water
efficiency
activities
implemented
by
the
production
sites,
the
Group
achieved
its
short
and
long-term
commitments
earlier
than
planned
leading
it
to
reset
its
water
performance
targets
with
more
challenging
ones
aimed at reducing water usage by 40% within 2025 and by 42.5% within 2030.
42
The
Greenhouse
Gas
(GHG)
Protocol,
developed
by
the
World
Resources
Institute
(WRI)
and
the
World
Business
Council
on
Sustainable
Development
(WBCSD), establishes the global standard for measuring greenhouse gas emissions.
43
www.wri.org/resources/maps/aqueduct-water-risk-atlas
GHG emissions, scopes 1 and 2
GHG emissions, scope 1 (t of CO
2
e.)
GHG emissions, scope 2 location-based (t of CO
2
e.)
GHG emissions, scope 2 market-based (t of CO
2
e.)
GHG emissions, scope 1+scope 2 market-based (t of CO
2
e.)
GHG
emissions
performance
scope
1+scope
2
market-based
(kg
of
CO
2
e./L
manufactured)
Combustion in thermal plants (t of CO
2
e.)
Refrigerants (t of CO
2
e.)
Purchased electricity location-based (t of CO
2
e.)
Purchased electricity market-based (t of CO
2
e.)
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
100
As
part
of
the
global
programme,
the
Group
developed
a
water
cycle
diagnostic
toolkit
for
its
sites
and
performed
a
pilot
on-site
audit
in
Novi
Ligure
(Italy).
As
a
next
step,
all
production
sites
will
be
using
the
diagnostic
toolkit
to
identify key areas of improvement and the related investments needed to achieve the Group’s commitment.
As
an
example
of
its
commitment,
Campari
Group
is
the
first
rum
producer
in
Jamaica
to
make
a
commitment
to
invest
over
US$25
million
in
the
implementation
of
a
wastewater
treatment
plant
for
its
rum
distillery
in
New
Yarmouth.
The
outcome
of
this
process
is
to
ensure
the
safe
return
of
the
treated
wastewater
to
the
environment
and the full recover and rescue of solid residues as animal feed and natural fertilizer.
Across
all
production
sites,
Campari
Group
continues
to
guarantee
the
safe
return
to
the
environment
of
100%
of
its wastewater from operations and no incidents or breaches of legislation were recorded in 2021.
The
Group's
water
performance
was
improved
by
26%
compared
to
2020
and
37%
compared
to
2019,
as
a
result
of
water
efficiency
activities
implemented
by
the
Group’s
production
sites.
Consequently,
the
volume
of
water
used per liter manufactured decreased to 13.4L/L.
In
order
to
fulfil
its
commitment,
a
robust
chemical,
physical
and
biological
testing
programme
has
been
put
in
place across all its manufacturing locations.
•
Waste management
Zero waste to landfill within 2025.
-
Launch
of
a
global
reduction
program
to
reduce waste to landfill.
-
Waste
to
landfill
reduced
by
24%,
equal
to
2,627 tons of waste.
Continue
the
global
reduction
program
towards
the zero waste to landfill target within 2025.
Campari
Group
is
committed
to
reduce
total
waste
from
its
production
sites,
through
different
local
initiatives
aimed
at
optimizing
the
use
and
disposal
of
materials,
improving
efficiency,
increasing
recycling,
recovery
and
reuse
processes.
To
reach
this
goal,
the
company
is
moving
from
a
linear
to
circular
approach
by
improving
the
supply
of
raw
materials
and
packaging
products,
maximising
the
use
of
materials
and
reducing
or
eliminating
them,
where
possible.
The
Group
aims
to
achieve
zero
waste
to
landfill
across
its
production
sites
by
2025.
In
order
to
accomplish
the
target,
a
dedicated
programme
was
launched
for
the
Campari
production
sites
in
Americas,
which
represent
more
than 95% of the Group’s total waste to landfill.
44
All water withdrawal at Campari Group facilities can be categorized as fresh water, e.g. with a total dissolved solids concentration < 1000 mg/L.
Total volume of water withdrawn (m³)
Performance of water use (L/L manufactured)
Water withdrawal by source
Surface water-rivers (m³)
Municipal water supply (m³)
Water discharges and intensity
Total volume of water discharged (m³)
Performance of water discharged (L/L manufactured)
Water discharges by destination
Wastewater discharged in bodies of surface water (m³)
Wastewater discharged into groundwater (m³)
Wastewater discharged into consortium plants (m³)
Wastewater discharged into municipal
or other facilities (m³)
Total volume of wastewater reused by/sent to another organisation (m³)
Analysis of water and treatment
Volume of physically treated water (m³)
Volume of chemically treated water (m³)
Volume of biologically treated water (m³)
Volume of chemically/biologically treated water (m³)
Volume of chemically/physically treated water (m³)
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
101
In
2021
the
Group
already
experienced
a
reduction
of
waste
to
landfill
volumes
(-24%
compared
to
the
previous
year), by improving the recycling and recovering processes of materials.
Regarding
organic
waste,
production
sites
aim
to
increase
the
recovery
and
reuse
rate
of
by-products
generated
in its production cycle, by using them as animal feed, biomass or compost.
Hazardous
waste
produced
during
manufacturing
activities
represents
0.15%
of
total
waste.
Despite
this
low
percentage,
the
Group
explores
any
technological
and
scientific
innovation
ways
to
prevent
and
eliminate
any
such
environmental
impact.
The
ratio
of
hazardous
waste
produced
decreased
by
52%
compared
to
2020
and
by
72%
compared
to
2019.
In
2021,
the
Group
experienced
a
slight
increase
in
total
waste
produced,
mainly
due
to
the
increased
production,
but
at
the
same
time
the
amount
of
waste
destined
for
recovery
or
recycling
processes
increased.
In
summary,
the
amount
of
waste
produced
per
liter
manufactured
is
0.07kg/L
and
decreased
by
13%
compared to 2020 and by 30% compared to 2019.
•
Spills
The
total
number
of
environmental
spills
increased
compared
to
the
previous
year.
All
issues
were
treated
accordingly, eliminating the impact on the environment.
Waste produced and intensity
Performance of waste produced (kg/L manufactured)
Hazardous and non-hazardous waste
Hazardous waste produced (t)
Non-hazardous waste produced (t)
Hazardous waste produced (%)
Destination of total waste produced
Recovery, including energy recovery (t)
Fertilisation in agriculture (t)
Destination of hazardous waste produced
Recovery, including energy recovery (t)
Fertilisation in agriculture (t)
Destination of non-hazardous waste produced
Recovery, including energy recovery (t)
Fertilisation in agriculture (t)
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
102
•
Penalties and Fines
In
2021
no
environmental
penalties
or
fines
were
received,
as
proof
of
the
Group’s
continuous
attention
to
compliance.
•
Certifications
The
performance
of
Environmental
Certification
rate
(%),
as
bottles
produced
in
production
units
certified
according to international standards for environment,
remains in line with the previous years.
•
EU Taxonomy
As
part
of
the
European
Union’s
overall
efforts
to
reach
the
objectives
of
the
European
Green
Deal
and
make
Europe
climate-neutral
by
2050,
the
EU
taxonomy
(Regulation
(EU)
2020/852-EU
Taxonomy
Regulation)
was
published
in
the
Official
Journal
of
the
European
Union
on
22
June
2020
and
entered
into
force
on
12
July
2020.
It
is
a
classification
system
which
establishes
a
list
of
environmentally
sustainable
economic
activities,
thus
translating
the
EU’s
climate
and
environmental
objectives
into
criteria
for
specific
economic
activities.
According
to
this
new
regulation,
from
the
2021
sustainability
disclosure,
companies
have
to
report
all
the
main
economic
activities
that
most
contribute
to
meeting
the
climate
change
mitigation
and
adaptation
objectives,
under
the
provision of the EU Taxonomy Climate Delegated Act.
The
Campari
Group
Taxonomy-eligible
economic
activities,
their
description,
their
related
capital
expenditures
(‘Capex’)
and
operational
expenditures
(‘Opex’)
as
a
percentage
of
the
Group’s
total
Capex
and
Opex
are
shown
in
the
list
below.
The
selection
of
these
taxonomy-eligible
economic
activities
was
based
on
at
least
one
of
the
following
criteria:
effective
reduction
of
i)
electricity
ii)
water
consumption
(per
litre
produced)
iii)
reduction
of
waste
taken
off-site,
even
if
it
was
later
recycled.
Considering
that
the
Group’s
core
business
relates
to
the
sale
of
spirits
in
the
market,
no
specific
turnover
was
allocated
to
the
economic
activities
under
consideration.
Consequently,
the percentage of turnover attributed is zero for all the categories shown in the table.
4.1 Electricity generation using solar photovoltaic technology
4.25 Production of heat/cool using waste heat
5.1 Construction, extension and operation of water collection, treatment and supply systems
5.2 Renewal of water collection, treatment and supply systems
5.3 Construction, extension and operation of waste water collection and treatment
7.3 Installation, maintenance and repair of energy efficiency equipment
Total Taxonomy-eligible activities
(1)
Please
refer
to
paragraph
‘Capital
expenditure’
in
the
management
report
of
this
annual
report
and
note
7
‘Operating
assets
and
liabilities’
of
Campari
Group
consolidated financial statements at 31 December 2021.
(2)
Please
refer
to
note
6
iii.
‘Cost
of
sales’
and
to
note
6
v.
‘Selling,
general
and
administrative
expenses’
and
‘Other
operating
income
and
expenses’
of
Campari
Group consolidated financial statements at 31 December 2021
.
Campari
Group
considers
the
data,
overall,
is
a
valuable
starting
point
for
its
sustainability
journey
aimed
at
reaching
its
medium-to-long
term
sustainability
targets.
Campari
Group
will
consider
the
EU
taxonomy
eligibility
and alignment for its future activities and target setting.
The
above
Taxonomy-eligible
activities
of
the
Group
refer
to:
photovoltaic
systems,
energy
and
water
saving
projects,
waste
treatment
systems,
an
aerobic
treatment
of
the
sugarcane
vinasse
able
to
optimizing
energy
efficiency,
the
implementation
of
high-efficient
steam
boilers
fed
by
Liquid
Natural
Gas,
the
upgrade
of
the
compost
slab
to
prevent
any
contamination
of
the
soil,
a
specific
treatment
plant
in
the
New
Yarmouth
distillery
(Jamaica)
to
transform
the
liquid
waste
from
the
distillery
in
clean
water
and
syrup
destinated
to
the
animal
feeding
industry
and
biogas,
a
micro-filtration
system
to
replace
the
existing
pasteurizer
and
reduce
the
need
for
steam
and
energy,
a
distillation
column
energy
to
recover
heat
and
save
steam
required
by
the
process.
The
main
purpose
of
the
projects
is
to
ensure
production
waste
treatment
capacity
(along
with
future
increasing
production)
in
compliance
with
applicable
local
rules
whilst
improving
ESG
footprint.
In
2021,
main
projects
included
here
were
in
progress
and/or
assets
under
construction
so
there
is
a
disproportion
between
Capex
and
Opex
as
in
many
cases
Opex
have
not
yet
started.
Capex
refer
to
capital
expenditure
for
each
assets
of
the
project
according
Surface water spills (number)
Groundwater spills (number)
Industrial consortium wastewater spills (number)
Spills in municipal water supplies or other utilities (number)
Environmental certifications
Bottles
produced
in
production
units
certified
in
accordance
with
international
environmental standards (ISO14001/EMAS/ISO50001) (%)
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
103
to
legal
entities
inputs
and
translated
into
EUR
at
consolidation
rates.
Opex
refer
to
direct
non-capitalised
costs
that
relate
to
research
and
development,
building
renovation
measures,
short-term
lease,
maintenance
and
repair,
and
any
other
direct
expenditures
relating
to
the
day-to-day
servicing
of
assets
of
property,
plant
and
equipment
by
the
undertaking
or
third
party
to
whom
activities
are
outsourced
that
are
necessary
to
ensure
the
continued
and
effective
functioning
of
such
assets,
according
to
legal
entities
inputs
and
translated
into
EUR
at
consolidation
rates.
In
case
the
project
is
still
work
in
progress,
capital
expenditure
for
the
asset
under
construction
is
shown
but
Opex
is
zero.
Double
counting
is
avoided
as
only
directly
allocable
Capex
and
Opex
have
been
considered.
We
have
taken
into
consideration
the
possibility
of
overlap
of
business
activities
and
possible
double
count
and
have verified that there is no double counted eligibility.
The
Group’s
operating
businesses
are
periodically
reviewed
by
the
Chief
Executive
Officer
to
assess
performance
and
inform
resource
allocation
decisions.
Since
2012,
the
Group
has
mainly
based
its
management
analysis
on
geographical
regions,
identified
as
operating
segments
that
reflect
the
Group’s
operating
model
and
current
way
of
working
by
business
unit.
The
geographical
regions
considered
are:
i)
the
Americas
ii)
Southern
Europe,
Middle
East
and
Africa
iii)
Northern,
Central
and
Eastern
Europe
and
iv)
Asia-Pacific.
The
assessment
in
the
allocation
of revenues or expenditures to different economic activities is therefore managed as described above.
3.2 Logistics and sustainable distribution
Defining
a
sustainable
freight
transport
system
in
which
all
the
operators
involved
operate
in
a
responsible
manner
clearly
has
a
significant
environmental
impact.
Campari
Group
thus
continued
in
2021
to
implement
the
sustainable
distribution
innovations
already
started
in
2016,
especially
in
Europe.
Over
the
years,
the
two
main
actions
undertaken
as
part
of
the
redefinition
of
the
logistics
network
have
related
to
intermodal
transport
and
sustainable pallet management.
Unfortunately,
international
transportation
throughout
2021
has
been
severely
impacted
by
three
adverse
variables that halved intermodal usage from approximately 50% to 25%:
Covid-19
Pandemic:
European
markets
showed
a
surge
in
demand
in
the
second
and
third
quarters
that
dramatically
reduced
their
finished
goods
stock
coverage;
re-building
safety
stock
required
fastest
possible
transit
time
from
factories
to
markets
in
order
to
maximise
service
level.
Intermodal
transportation
was
hence
reduced to allow faster replenishment of country based Distribution Centres and deliveries to Customers.
Ocean
Freight
Market
Volatility:
strong
imbalance
of
demand
versus.
supply
in
trade
lanes
plus
recurring
closures
of
Asian
and
American
ports
due
to
either
the
Covid-19
pandemic
or
extreme
weather
conditions
caused
an
overall
surge
in
container
prices.
Ocean
Carriers
as
a
consequence
re-deployed
their
assets
(i.e.,
ships
and
containers)
on
Asia
to
US/EU
lanes
resulting
in
shortage
in
the
short-sea
transportation
within
Europe
(i.e.
mainly
containers).
The
disruption
of
the
ocean
freight
market
started
in
the
first
quarter
and
has
been continuing till the end of 2021.
Brexit:
newly
introduced
Customs
formalities
and
controls
at
EU/UK
border
resulted
in
longer
and
unpredictable
transportation
lead
times
from/to
UK.
Brexit’s
constraints
combined
with
market
demand
surge
boosted an increased usage of road transportation thanks to its shorter lead time vs intermodal.
It
is
worth
noting
that
the
Group’s
ability
to
get
back
the
levels
of
intermodal
transport
of
2019
is
still
intact.
More
intermodal
transport
will
be
quickly
redeployed
as
soon
as
the
above
adverse
variables
gradually
fade
away,
hopefully
already
in
2022.
Not
only
is
intermodal
transport
having
a
greener
impact
compared
with
other
means
but
it
is
also
associated
with
lower
operational
costs,
which
is
a
key
lever
for
the
Group
to
regain
productivity
in
its logistics operations.
•
Europe-Intermodal transport
Intermodal
transport
represents
a
significant
opportunity
in
freight
transport
thanks
to
the
use
of
multiple
integrated
modes of transport. In 2021, intermodal journeys accounted for 36% of journeys in Europe.
In
Italy
too,
the
Group
continues
to
choose
road/rail
and
road/ship
intermodal
transport
wherever
possible,
as
an
alternative
solution
to
road
freight
transport,
keeping
performance
in
line
with
that
of
last
year.
In
fact,
of
the
4,976
freight transfers, more than 11% were carried out on an intermodal basis.
•
Europe-Sustainable pallet management
In
2021,
the
Group
continued
its
collaboration
with
the
supplier
PAKi,
a
company
operating
in
the
pallet
handling
sector.
Thanks
to
its
extensive
network,
PAKi
deals
with
picking
up
pallets
at
the
unloading
points
and
transferring
them
to
the
nearest
depot,
whether
its
own
or
that
of
another
client,
and
simultaneously
delivering
the
same
type
of
pallet
to
loading
points
from
its
nearest
collection
points.
This
mechanism
enables
us
to
significantly
reduce
the
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
104
number
of
kilometres
travelled
across
Europe.
In
2021,
the
number
of
pallets
managed
using
the
‘PAKi
recovery
and reused method’ slightly increased in relation to previous years.
Exports-Germany, Austria, Belgium,
the Netherlands and Switzerland
•
Italy-Eco-mobility
With
regard
to
road
transport
in
Italy,
Campari
Group
has
continued
its
partnership
with
the
operator
Berger
Logistik,
a
particularly
innovative
company
in
the
world
of
sustainable
mobility
and
road
transport.
The
Austrian
company
has,
in
fact,
a
particular
fleet
consisting
of
vehicles
complying
with
the
EU
Euro
6
regulations
on
harmful
exhaust
gases
that
are
built
with
lightened
steel,
making
it
possible
to
optimize
the
product
load
by
transporting
two
more
pallets
than
could
normally
be
moved
using
a
standard
vehicle
(additional
payload
of
7.4%).
During
the
year,
573
extra
pallets
were
loaded
using
Berger
ecotrail
lightweight
semi-trailer
vehicles,
thus
avoiding
the
need
for the movement of about 18 vehicles which would have occurred if a
standard
transporter had been used.
Liquefied
Natural
Gas
(‘LNG’)-
LNG,
which
is
mainly
made
of
methane
obtained
through
the
use
of
a
number
of
cooling
and
condensation
processes,
is
liquefied,
reducing
its
volume
400
times
from
its
original
state
and
enabling a greater quantity of energy to be stored.
In
2021,
LNG
accounted
for
0,6%
of
4,976
total
travel
(-5.4%
versus
2020).
The
increase
in
demand
for
transport
has
led
to
greater
difficulty
in
finding
LNG-burning
vehicles
on
the
market,
contributing
to
the
decline
in
the
use
of
low
environmental
impact
means
of
transport.
Consequently,
the
transfers
carried
out
by
Davide
Campari-Milano
using
various
transport
means
that
have
a
low
environmental
impact
(LNG
and
intermodal
transport)
accounted
for 11.2.3% of total transfers in Italy (-2.1% as compared with 2019).
In
environmental
terms,
the
use
of
LNG
instead
of
a
Euro
5
diesel
vehicle
and
road-rail
transports
have
allowed
us to cut emissions of CO
2
and PMx particulates by the following amounts.
963.8 kg of CO
2
not emitted;
145.09gr of PMx not emitted.
4.
Community involvement
Also
in
2021,
culture
was
a
key
element
of
the
Campari
Group’s
DNA.
The
‘Campari’
name
has
always
been
associated with the world of art, design and cinema.
The
promotion
of
culture
and
its
dissemination
also
means
focusing
on
people’s
education
and
well-being.
Work,
education
and
culture
will
continue
to
be
key
areas
on
which
the
Group
has
decided
it
will
concentrate
its
efforts,
identifying
local
best
practices
to
be
exported
in
other
geographies
across
the
world.
The
Group
is
sensitive
to
the needs of the communities in the countries in which it has a significant presence.
The principal community involvement projects that it has undertaken are described below.
4.1 Art and culture
Campari Gallery
Campari
Gallery
was
opened
in
2010
on
the
150
th
anniversary
of
the
brand.
It
is
an
interactive
and
multimedia
space,
dedicated
to
the
relationship
between
the
Campari
and
Campari
Soda
brand
and
their
communication
through
art
and
design.
The
Gallery
exhibits
a
selection
from
its
Historical
Archives,
made
of
over
4,000
sketches
on
paper,
photographs,
original
Belle
Époque
posters,
posters
and
advertising
graphics
from
the
1920s
to
the
1990s
by
artists
such
as
Marcello
Dudovich,
Leonetto
Cappiello,
Marcello
Nizzoli,
Fortunato
Depero,
Bruno
Munari,
Guido
Crepax
and
Ugo
Nespolo;
caroselli
(advertising
short
films
dated
1950s-1970s)
and
commercials
by
directors
such
as
Federico
Fellini,
Singh
Tarsem,
Paolo
Sorrentino,
Stefano
Sollima,
Matteo
Garrone;
objects
signed by designers such as Matteo Thun, Dodo Arslan, Markus Benesch and Matteo Ragni.
The
Campari
Gallery
tells-in
a
tangible
way,
starting
with
advertising
material
-
the
story
of
the
brands,
of
entrepreneurship,
of
a
territory
and
society,
with
a
particular
focus
on
the
world
of
creativity
art
and
the
city
of
Milan.
Following
its
core
values
and
mission,
the
Gallery
reacted
to
the
unexpected
closure
in
2020-2021,
due
to
the
sanitary
global
health
situation,
by
continuing
to
share
and
enhance
its
historical
and
artistic
heritage
through
a
vast
offer
of
online
activities
in
order
to
narrate
its
contents,
and
preserve
and
diffuse
its
heritage.
On
the
other
hand,
once
the
situation
started
to
improve,
Campari
Gallery
started
to
re-open
to
on-site
visits
and
activities
always
following
strict
and
meticulous
safety
policies.
Campari
Gallery
re-opened
to
the
public
on
18
May
2021.
Visitors, in 2021, were around 3,500; among them 1,650 were virtual visitors and 1,850 on-site visitors.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
105
•
Promotion of the cultural heritage: Campari Gallery online activities
The
Gallery
remained
closed
from
February
2020
until
May
2021,
nonetheless
it
was
made
accessible
through
a
system of free online guided tours, led by the Gallery Team.
Online
Guided
Tours-Free
online
guided
tours
were
offered
using
a
3D
high
resolution
tool
reproducing
the
museum’s
spaces
and
contents
and
were
presented
live
by
the
Campari
Gallery
team
members
in
75
minute-
tours.
Art
Journal-A
series
of
free
multidisciplinary
online
publications
focusing
on
various
aspects
of
the
history
of
Campari.
The
project
was
carried
on
also
in
2021,
completing
the
series
with
15
editions,
focusing
on
the
following
themes:
Architecture,
Street
Art,
Art
works,
Restoration,
Campari
Seltz,
Campari
Soda,
Negroni
Cocktail,
Campari
and
Cinema,
Futurist
Mixology,
Poetry,
Art
Nouveau,
Americano
Cocktail,
the
artist
Leonetto
Cappiello, the Lettering, and Bar history.
Digital
Pills-In
March
2020,
through
its
social
media
channels,
the
Gallery
started
an
ongoing
story
telling
activity
focusing
in
depth
on
the
materials
in
the
Historical
Archive
and
aimed
at
sharing
the
history
of
the
company
and
its heritage with the community, despite the museum being closed.
•
Exhibitions at Campari Group Headquarters
2021
signs
the
100
years
of
Lo
Spiritello,
the
iconic
Manifesto
designed
by
Leonetto
Cappiello.
The
centenary
represents an occasion to homage the artistic DNA of Campari.
For
this
reason,
from
September
2021
until
February
2022
a
special
exhibition
is
on
display
at
Campari
Gallery:
a
journey
through
original
vintage
posters
by
Leonetto
Cappiello
and
two
other
artists
from
1921,
Franz
Lazkoff
and
Enrico
Sacchetti.
Moreover,
in
addition
to
the
historical
manifestos,
the
exhibition
includes
a
project
room
showcasing
sketches,
historical
photos,
labels
and
vintage
objects
that
represent
lo
Spiritello
in
various
ways;
reinterpretations
of
the
iconic
Campari
mascot
realised
over
time
by
different
authors.
The
exhibition
is
a
way
to
highlight how Lo Spiritello remained a source of inspiration for Campari advertising for over a century.
Thanks
to
this
exhibition
Campari
Gallery
offered
the
opportunity
to
the
external
public
to
have
access
to
a
selection of original artworks that are usually not on display or that were never shown to the public before.
The
exhibition
panels
containing
the
descriptions
of
the
artworks
are
created
with
a
special
recycled
and
recyclable material called Greencast.
•
Activities in partnership with other Institutions
In
2021,
Campari
Gallery
participated
in
online
events
as
part
of
national
and
local
initiatives
promoted
at
national
level
and
by
the
City
of
Milan.
These
included:
the
International
Museum
Day,
Archivissima,
Open
House
,
the
European
Heritage
Days
and
The
20
th
Corporate
Culture
Week.
For
these
initiatives
Campari
Gallery
promoted
its
heritage
by
offering
online
and
on-site
guided
tours
of
the
permanent
and
temporary
exhibitions.
Campari
Gallery
also
collaborated
with
the
Corriere
della
Sera
Foundation
(one
of
Milan’s
most
important
cultural
institutions)
to
promote
a
series
of
four
talks
that
highlight
the
relationship
between
advertising
and
art,
and
with
Scuola
Holden
(a
school
of
storytelling,
communication
and
performing
arts
founded
in
1994
in
Turin,
where
it
is
still
based).
The
Gallery
Team
supported
and
trained
16
students
in
undertaking
a
project
for
the
2020
Corporate
Storytelling
workshop.
In
2021
The
project
was
brought
to
life
creating
a
progressive
web
app
that
includes
all
the
tests written by the students and recorded by professional speakers.
•
Loans to third parties
Campari
Gallery
participated
into
the
artistic
panorama
contributing
with
its
heritage
to
enrich
various
important
exhibitions in Italy.
Cinzano Archive
The
Archivio
Cinzano
(Cinzano
Archive)
preserves
over
260
years
of
history
of
a
brand
which
has
managed
to
intertwine
its
company
development
with
the
change
in
customs
and
traditions
in
Italy.
The
collection
is
made
up
of
more
than
20,000
items,
including
family
documents,
posters
designed
by
the
most
important
artists
of
the
past
century
(i.e.
Adolf
Hohenstein,
Leonetto
Cappiello,
Raymond
Savignac),
vintage
bottles
&
labels,
diplomas,
advertising objects and mixology tools from the beginning of the 19
th
century to today.
With
the
rising
importance
of
the
digital
world,
it
is
becoming
key
to
be
present
on
digital
channels
a
strategic
and
meaningful
way
and
to
find
a
distinctive
way
to
interact
and
engage
with
local
community.
In
2021,
a
new
digital
strategy
was
developed
presenting
the
brand
in
a
very
authentic
and
modern
way,
being
it
founded
in
1757.
‘Combinations
for
genuine
moments’
highlights
how
the
brand
is
a
mix
of
heritage,
history,
expertise,
product’s
quality,
tradition
and
innovation.
The
concept
lives
in
creativity
thanks
to
a
fresh
and
modern
style.
Classic
elements
are
reimagined
with
a
contemporary
touch,
through
the
collage
technique:
raw
backgrounds,
solid
colours
and
black
and
white
speak
both
the
language
of
the
past
and
that
of
today.
A
tool
with
all
these
artistic
contents has been provided to the Group’s key markets to use the contents in their local social media accounts.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
106
Campari and the cinema
•
Film Festivals and Campari
Passion for Film
award
A
strong
bond
has
been
established
between
Campari
and
cinema
and
is
renewed
each
year.
Italy’s
best
known
aperitif
brand
long
chose
cinematographic
art
as
its
cultural
and
communicative
universe
of
reference,
and
Campari
celebrated
it
again
through
multiple
initiatives
as
the
Main
Sponsor
of
the
78
th
edition
of
the
Mostra
Internazionale
d’Arte
Cinematografica
della
Biennale
di
Venezia
(Venice
International
Film
Festival),
the
most
important international festival for the promotion of cinema in all its forms.
For
the
11
days
of
the
festival,
Campari
was
a
point
of
reference
for
celebrities,
influencers,
directors
and
new
talents,
through
a
wide
range
of
activities.
Furthermore,
together
with
the
Artistic
Direction
of
the
Venice
International
Film
Festival,
Campari
continued
to
recognise,
through
the
fourth
edition
of
the
official
‘Campari
Passion
for
Film
Award’,
the
extraordinary
contribution
of
the
professional
figures
who,
together
with
the
director,
transform
each
film
into
a
small
work
of
art.
Following
Venice,
Campari
sponsored
the
59th
New
York
Film
Festival
for
the
third
year
running,
demonstrating
the
brand’s
continued
commitment
to
championing
film
industry
creatives
and their Red Passions. From 2020 Campari Group is also an official partner of the Locarno Film Festival.
•
Campari LAB
At
its
third
edition,
Campari
LAB
is
an
educational
film
laboratory
created
in
collaboration
with
Rome’s
Experimental
Film
Centre
(Centro
Sperimentale
di
Cinematografia),
Italy's
oldest
institution
for
higher
education,
conservation
and
research
in
the
field
of
film
culture,
with
the
aim
of
showcasing
new
talents
on
the
Italian
film
scene
across
all
of
the
professions
that
give
life
to
the
world
of
film
and
promoting
experimentation
with
new
visual
languages
and
innovative
storytelling
methods.
As
part
of
the
educational
programmes
of
the
National
School
of
Cinema,
Campari
LAB
is
a
cultural
incubator
in
which
to
discover
and
train
new
talents
in
all
the
professions
that
passionately
bring
the
world
of
cinema
to
life:
from
producers,
directors,
actors
and
screenwriters
to
photographers,
set
designers,
editors
and
composers.
It
is
the
first
branded
content
laboratory
of
the
Experimental
Centre
aimed
at
the
creation
of
short
films
inspired
by
the
core
values
of
the
Campari
brand.
The
result
of
this
collaboration
in
2021
was
‘Framing
Passion’,
an
anthological
series
developed
in
5
episodes,
all
united
by
the
common
thread
of
Passion
and
its
creative
force,
an
element
capable
of
bringing
to
the
highest
levels
those
who
choose to follow their art.
•
Campari #PerIlCinema (#ForTheCinema)
The
difficult
situation
experienced
in
the
last
two
years
has
severely
tested
the
world
of
Italian
cinema
and
the
entire
industry
associated
with
it,
a
source
of
national
pride
and
excellence.
This
is
why
Campari-together
with
other
prestigious
partners-has
decided
to
further
strengthen
its
historic
link
with
the
Big
Screen
with
the
special
Campari
#PerIlCinema
initiative
aimed
at
offering
concrete
help
to
this
world
and
to
the
extraordinary
contribution
of people who, through their talent and passion, make it possible.
•
Red Diaries 2021
In
2021,
Campari
returned
with
a
new
Red
Diaries
project,
Fellini
Forward:
a
pioneering
project
exploring
the
late
Federico
Fellini’s
creative
genius
using
modern
technology
and
machine
learning
to
emulate
the
works
of
one
of
the
greatest
filmmakers
of
all
time
in
a
new
and
unique
short
movie
set
in
Rome.
Thanks
to
a
team
of
experts
from
production
and
innovation
studio
UNIT9,
dedicated
Artificial
Intelligence
tools
were
explored
and
developed
to
unearth
Federico
Fellini’s
creative
genius
in
ways
that
had
never
yet
been
attempted
until
now.
This
seamless
collaboration
between
human
and
Artificial
Intelligence
showcases
how
the
sentimental
and
the
rational,
the
emotional
and
data-driven
can
come
together
to
create
a
brand-new
piece
of
art.
Throughout
the
process,
Fellini’s
niece,
the
original
members
of
Fellini’s
crew,
art
historians
and
Fellini
experts
were
involved
and
consulted,
providing
key
insights
on
the
Maestro’s
oeuvre.
The
result
culminated
in
a
fascinating
short
movie,
set
in
the
heart
of
Rome
that
explores
Fellini’s
life
and
dreams
with
distinctive
signature
characters
and
arrangements
throughout.
Campari Soda and the design
In
2021
the
Design
Connection
project
makes
its
debut:
the
first
collection
of
Campari
Soda
objects
signed
by
three
young
Italian
talents
who
have
customised
the
timeless
1930s
Campari
Soda
bottle,
making
it
the
protagonist of three exceptional pieces: a lamp, a clothes stand and a clock.
#DesignConncection
was
created
with
the
aim
of
reinforcing
and
making
visible
and
concrete
the
strong
link
between
Campari
Soda
and
the
world
of
design,
which
began
back
in
1932,
the
year
in
which
Davide
Campari-
an
enlightened
entrepreneur
and
a
great
art
lover-created
the
first
single-serving
aperitif
in
history
and
asked
futurist Fortunato Depero to design the unmistakable 9.8 cl inverted goblet-shaped bottle.
As
further
example
of
the
strong
bond
between
the
brand
and
the
art
of
design,
during
the
2021
Milano
Design
Week
Campari
Soda
has
dressed
an
entire
neighbourhood
in
red
with
innovative
urban
installations
created
by
designer
Riccardo
Sverzellati,
who
has
reinterpreted
Fortunato
Depero's
iconic
bottle
through
the
concepts
of
no
labels.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
107
4.2 Support to local communities
Stronger Together-Campari Group and the Covid-19 pandemic
With
the
outbreak
of
the
first
wave
of
the
emergency
in
Italy,
Campari
Group
wanted
to
make
its
own
contribution
to
the
healthcare
system
in
Lombardy:
first
with
a
donation
to
the
public
healthcare
institution
ASST
Fatebenefratelli
Sacco,
then,
by
donating
alcohol
for
the
production
of
hand
sanitiser
which
was
later
distributed
to
a
number
of
hospitals
in
Lombardy
and
to
a
small
town
near
Bergamo,
Ambivere,
which
was
among
the
areas
mostly
impacted
by
the
pandemic.
The
overall
donation
was
approximately
45
thousand
bottles.
A
major
effort
was
also
made
to
support
the
hospitality
sector
to
help
face
the
Covid-19
emergency,
with
the
donation
of
US$1
million
to
the
non-profit
organisation
Another
Round
Another
Rally,
launching
the
campaign
‘Shaken
Not
Broken’
which
started
in
the
US
and
was
picked
up
by
other
countries
where
the
Group
operates.
Numerous
activities
have
also
been
undertaken
to
support
other
local
communities
in
countries
such
as
Jamaica,
Canada,
Brazil,
Argentina, Australia, France and Belgium.
In
the
second
wave
of
the
pandemic,
Campari
Group
relaunched
the
‘Shaken
Not
Broken’
initiative
in
the
US
with
an
additional
donation
of
USD100,000
to
drinks
industry
non-profit
organisation
Another
Round,
Another
Rally
and
in
UK,
inviting
British
companies
to
devolve
part
of
their
unused
budgets
for
corporate
events
to
the
relief
fund
set
up
for
struggling
hospitality
workers
and
which
offers
financial
assistance,
mental
health
and
well-being
support,
as
well
as
grants
for
education
and
training.
With
the
relaunch
of
the
‘Shaken
Not
Broken’
campaign
the
Group
also
donated
USD50,000
to
Canada’s
Bartenders
Benevolent
Fund.
Campari
Canada,
with
the
pandemic
continuing
to
devastate
bars
and
restaurants
nationwide,
also
used
its
marketing
channels
to
amplify
Canada
Takeout’s
call
for
Canadians
to
celebrate
National
Takeout
Day,
an
opportunity
for
Canadians
to
unite
behind
the
foodservice
industry.
Since
2020,
Campari
Canada
has
donated
over
CAD180,000
in
support
of
Canada’s
hospitality
industry
and
will
continue
supporting
people
and
businesses
experiencing
financial
hardship
through
donations and other initiatives.
Last
May
2021,
the
MultiMedica
Marelli
corporate
vaccination
centre
was
inaugurated
in
Sesto
San
Giovanni,
Milan,
where
the
Campari
Headquarters
are
located,
arising
from
the
collaboration
between
the
health
facility
Gruppo
MultiMedica
and
Campari
Group.
The
space
represents
a
concrete
opportunity
to
guarantee
vaccination
to
the
largest
possible
number
of
Camparistas
and
their
families,
workers
in
local
companies
and
to
the
citizens
of
Sesto
San
Giovanni,
in
the
shortest
time
possible.
The
MultiMedica
Marelli
hub
is
a
virtuous
example
of
collaboration
between
the
public
and
the
private
sectors.
Thanks
to
this
virtuous
partnership,
it
has
been
possible
to
reconvert
and
adapt
the
large
spaces
of
a
disused
building
by
creating
an
extraordinary
territorial
vaccination
centre
in
a
very
short
time.
With
an
area
of
about
2,000
square
meters,
the
MultiMedica
Marelli
hub
has
10
vaccine
lines and is able to guarantee up to 200 vaccine administrations per hour, for a total of 2,000 per day.
Similarly,
in
Jamaica,
J.
Wray&Nephew
Ltd.
supported
the
Private
Sector
Organisation
of
Jamaica’s
vaccine
Initiative
(PSVI),
provided
funding
to
the
logistics
and
delivery
of
1,200
doses
of
vaccines
for
Camparistas
and
their
families,
and
launched
the
#JWNCares
initiative
with
a
contribution
of
JMD45,000,000
(€256,500)
to
support
hospitals and health centres across the island.
Regular
updates
on
the
Group’s
initiatives
fighting
against
Covid-19
are
reported
on
the
official
website:
Stronger
Together | Campari Group
.
#Negroni Week
For
the
9
th
consecutive
year,
Campari
Group,
along
with
Imbibe
Magazine,
promoted
#Negroni
Week
2021,
the
annual
international
fundraising
campaign
which
celebrates
more
than
100
years
of
the
Negroni
Cocktail.
The
aim
of
this
one-week
initiative,
which
has
been
taking
place
internationally
since
2013,
is
to
raise
funds
for
charities
and
non-governmental
organisations
(‘NGOs’).
In
addition
to
a
series
of
special
activities
created
for
this
year’s
Negroni
Week,
the
initiative
raised
over
USD361,000
and
supported
a
total
of
50
charities
from
each
corner
of
the
world
contributing
to
the
overall
sum
of
more
than
USD3
million
that
has
been
raised
over
the
past
9
years.
As
Negroni
Week
returned,
a
total
of
over
7,612
bars
got
involved
in
60
markets
across
the
globe,
with
US,
Greece, UK, China, Germany, Canada and Spain.
The Foundations
•
Fondazione Campari
Fondazione
Campari
was
founded
in
1957.
Recognised
as
a
charitable
trust
by
the
Presidential
Decree
of
10
July
1957,
it
began
its
activities
towards
the
end
of
that
year.
Fondazione
Campari
is
a
private
law
foundation
subject
to
the
rules
of
the
Italian
Civil
Code.
Pursuant
to
its
Statute,
the
purpose
of
the
Foundation
is
to
pursue
social
solidarity
projects
and,
in
particular,
to
promote
assistance,
training,
education
and
charity
in
favour
of
all
deserving
individuals.
This
purpose
may
be
pursued
in
Italy
and/or
abroad
and
mainly
benefits
employees
and
former
employees
of
Davide
Campari-Milano
N.V.,
of
the
companies
or
entities
that
control
it
or
are
controlled
by
it
(‘Campari
Group’),
of
their
families
and
of
all
those
who
have
contributed
to
the
success
of
the
‘Campari’
name.
Fondazione
Campari
may
also
pursue
social
solidarity
purposes
and,
in
particular,
assistance,
training,
education
and charity in favour of persons other than Campari Group employees.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
108
Despite
the
complexities
of
2021,
with
the
persistence
of
the
pandemic,
Fondazione
Campari
did
not
stop
its
philanthropic
support
work,
continuing
to
be
close
to
Campari’s
members
and
their
families
all
over
the
world;
in
particular,
the
Foundation
supported
two
major
macro-projects:
the
Liceo
Malpighi
school
in
Bologna
with
a
wide-
ranging
series
of
initiatives,
and
the
Associazione
Cometa
educational
institution.
In
2021
Fondazione
Campari
provided philanthropic aid amounting to a total of €305,160.
As regards Camparistas, the philanthropic effort was €218,150 broken down as follows.
Nursery/kindergarten fees
One-off applications-Italy
One-off applications-abroad (Mexico and South Africa)
•
J. Wray&Nephew Foundation
J.
Wray&Nephew
Foundation
(‘JWNF’)
is
the
vehicle
used
by
the
Group’s
subsidiary
in
Jamaica
(J.
Wray
&
Nephew-JWN)
to
promote
social
inclusion,
culture
and
education
in
Jamaica,
developing
interventions
for
the
benefit of the local community with the support of Camparista volunteers.
In
2021,
JWNF
carried
out
nineteen
targeted
interventions
under
its
three
main
pillars
of
education,
social
inclusion
and
cultural
expression,
for
a
total
value
of
for
a
total
value
of
JMD156,074,536
(€889,624),
directly
impacting
767,006
persons
directly
and
5,290,781
persons
indirectly.
As
a
result
of
the
ongoing
pandemic
and
current
demands,
greater
focus
has
been
placed
on
social
inclusion.
The
main
programmes
and
projects
developed
within each area are shown below.
•
Education
2021 Scholarship Awards;
Back 2 School Support;
Read Across Jamaica Day 2021;
Teacher’s Day Big Up;
JWNF Internship;
Seaview Gardens Primary School refresher.
•
Social inclusion
International Women’s Day Activation #EndPeriodPoverty;
Tackling the crime wave (Crime Stop partnership);
Private Sector Organisation of Jamaica Vaccine Initiative (PSVI) support;
JWNCares (Hospital donations and Celebrating local heroes);
Community bars and bartenders’ support;
Community outreach (Social Fair-St. Elizabeth and Clarendon/Kingston Food Package Distribution);
Mini Agro Processing Plant-Elim, St. Elizabeth (from 2022);
Appleton Basic School Renovation-Siloah, St. Elizabeth (from 2022);
•
Cultural expression
St. Elizabeth Technical High School Music programme support.
•
Campari Foundation Mexico
Fundación
Campari
was
created
in
Mexico
in
2016
with
the
aim
of
supporting
education
and
health
and
combating
poverty,
especially
in
the
Arandas
region,
where
Campari
Mexico’s
production
facility
is
located.
The
two
main
projects
promoted
by
Fundación
Campari
México
are
the
‘School
Kits’
programme
and
the
‘Espolòn
School’,
an
educational
programme
for
distillery
employees.
The
Mexican
distillery
was
recognised
as
a
study
centre
by
local
institutions
and
has
consequently
been
granted
authorisation
for
external
teachers
to
teach
officially
recognised
lessons there. Lastly, the Fundación promotes various projects in support of the local community.
4.3 Creating value for stakeholders
Campari
Group’s
goal
is
to
create
and
share
long-term
value
with
stakeholders.
Firstly,
the
economic
value
generated
and
distributed
provides
an
indication
of
how
wealth
is
created,
on
the
other
there
are
plenty
of
intangible
resources
and
initiatives
that
derive
from
the
Campari
Group’s
Global
Sustainability
roadmap
45
and
contribute
to
the
value
creation
processes.
In
this
regard,
community
engagement
and
involvement
with
the
local
territory are of fundamental importance, as described in the above and subsequent chapters.
45
For more information on the Global Sustainability roadmap, refer to the paragraph ‘Sustainability for the Group’.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
109
•
Economic value generated and distributed
46
:
(€ million)
economic value generated by Campari Group:
revenues from sales: +€2,172.7 million;
financial income collected (interest income): +€6.9 million;
•
Economic value distributed by Campari Group:
operating costs:
cost of sales: -€875.8 million (of which -€79.4 million for personnel costs);
advertising and promotional costs: -€397.8 million (of which -€3.5 million for personnel costs);
overheads: -€463.8 million (of which -€285.8 million for personnel costs);
The
previous
costs
include
total
personnel
costs
of
+€368.6
million,
taxes
other
than
income
taxes
of
-€15.6
million, and donations and gifts of -€1.0 million;
dividends distributed: -€61.6 million;
financial expenses paid (interest expenses paid)
47
: -€22.5 million;
direct taxes paid: -€79.1 million
During
2021,
the
economic
value
generated
by
the
Group
was
+€2,179.6
million,
while
the
economic
value
distributed during the year was +€1,900.8 million.
Also
considering
the
amortization
of
€79.7
million,
and
the
write-downs
of
fixed
assets,
provisions
net
of
utilizations:
€2.6
million,
the
value
retained,
given
by
the
difference
between
the
economic
value
generated
and
the economic value distributed, was equal to +€361.1 million.
•
Tax transparency
Approach to tax
Davide
Campari
Milano
N.V.
has
been
operating
since
its
incorporation
in
Italy,
in
first
instance
in
Sesto
San
Giovanni
(MI),
in
the
historical
production
site,
and
now
in
Novi
Ligure,
Canale
D’Alba,
Alghero
and
Caltanissetta.
From
July
2020,
the
company
transferred
its
registered
office
to
the
Netherlands,
transforming
into
a
Naamloze
Vennootschap
(N.V.)
governed
by
Dutch
law,
but
maintaining
all
its
operations
and
assets
and
its
tax
residence
in Italy.
Campari
Group
approach
to
tax
seeks
to
enable
and
support
the
company
business
strategy,
as
well
as
balance
the
various
interests
of
the
stakeholders
including
shareholders,
governments,
employees,
customers,
consumers
and the communities in which the Group operates.
Management
and
reporting
of
tax
affairs
ensure
compliance
with
laws
and
consistency
with
international
best
practice
guidelines,
such
as
international
accounting
standards
and
the
Organisation
for
Economic
Co-operation
and
Development
(‘OECD’)
Guidelines
for
Multinational
Enterprises,
along
with
the
respect
of
the
Group
Code
of
Ethics
published
on
the
corporate
website
and
inspired
by
cooperative
and
transparent
behaviours,
in
order
to
minimise
the
impact
of
any
tax
and
reputational
risks.
In
particular,
with
respect
to
intercompany
transactions
the
Group
follows
a
Transfer
Pricing
Policy,
in
line
with
the
arm’s
length
principle,
an
international
standard
established
by
the
Model
Tax
Convention
and
referred
to
in
the
OECD
Transfer
Pricing
Guidelines
for
Multinational
Enterprises
and
Tax
Administrations
(hereinafter
also
referred
to
as
the
‘OECD
Guidelines’).
Intercompany
relations
are
structured
at
market
prices
and
conditions,
ensuring
value
creation
in
the
places
where
the
Group
conducts
its
business.
Based
on
the
OECD
Guidelines,
the
pricing
method
to
be
used
to
test
the
arm’s
length
nature
of
a
transaction
between
associated
companies
is
one
which
is
based
on
the
facts
and
circumstances
of
the
transaction
under
analysis
and
which
is
able
to
provide
the
most
reliable
measure
in
line
with the market.
Tax governance, control and risk management
The
responsibility
for
managing
tax
issues
falls
within
the
Tax
Department,
which
ultimately
reports
to
the
Chief
Financial Officer.
In
more
detail,
taxation
management
is
addressed
to
the
Headquarter
Tax
Department
together
with
local
teams
in
each
country.
The
Headquarter
Tax
Department
is
responsible
for
coordination
and
support
of
the
local
teams,
also with the assistance of tax advisors from leading firms/networks.
Under
the
Group
Tax
Director,
the
tax
function
at
the
Parent
Company
is
organized
in
order
to
cover
the
following
areas: International Tax, Regional and local Tax Compliance, Transfer Pricing and Tax Risk Management.
Tax management mainly includes:
-
determining Group Tax Guidelines and Governance;
-
monitoring tax law;
46
The
values
are
taken
from
the
Group’s
Income
Statement,
classified
by
function.
With
regard
to
financial
charges
and
income,
dividends,
and
direct
taxes,
the
cash principle rather than the accruals principle was applied.
47
Starting from 2019 the financial charges include the notional interest payables for leases, following the application of IFRS 16-‘Leases’.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
110
-
overseeing tax compliance of all the Group subsidiaries, in accordance to the Group’s guidelines and rules;
-
monitoring Group Transfer Pricing Policy, to secure transfer pricing compliance;
-
support to Local Finance Directors on key transactions and fiscal deliverables definitions;
-
cooperation
with
other
departments
and/or
affiliates,
providing
valuable
tax
advice,
including
M&A
and
restructuring;
-
support in case of local tax audits;
-
stakeholder engagement and management of concerns related to tax.
Tax
management
is
inspired
to
the
principles
of
transparency,
collaboration,
honesty,
appropriateness
and
compliance with all tax legislations.
Specific
tax
disclosures
are
included
in
the
Group
annual
report,
including
Group
tax
rate
analysis
(note
6
x-
‘Taxation’ of Campari Group consolidated financial statements at 31 December 2020)
The
choice
of
countries
where
the
Group
operates
is
guided
by
business
assessments
and
not
by
tax
reasons.
As
a
general
principle,
tax
compliance
is
considered
a
key
area
of
the
company’s
ethical
and
responsible
management
and
Campari
Group’s
approach
with
tax
authorities
is
always
inspired
by
transparency
and
collaboration
principles,
also
in
the
case
of
tax
audits,
in
line
with
the
Group
Code
of
Ethics
and
relevant
regulations. So far, the Group has not received any solicitation from its stakeholders on tax issues.
2020 reporting (€ million)
Data
in
columns
‘Revenues’,
‘Profit
(Loss)
before
income
tax’,
‘Income
tax
paid
(on
cash
basis)’,
‘Income
tax
accrued’,
‘Net
Tangible
assets’,
‘Average
number
of
employees’
are
stated
taking
into
account
the
Country by Country Reporting approach, in line with GRI207 instructions.
Profit (loss)
before
income tax
Income tax
paid (on
cash basis)
Average
number of
employees
Reference
to
the
table
in
note
3
iv
‘Basis
of
consolidation’
of
Campari
Group
consolidated
financial
statements
at
31 December 2020 for the list of legal entities part of Campari Group and related brief activity description.
Last
April
2021
Campari
Group
was
listed
by
the
Italian
Ministry
of
Economy
and
Finance
among
the
Italian
Solidarity
Taxpayer,
being
one
of
the
select
companies
that
have
renounced
the
right
to
suspend
tax
payments
during
the
Covid-19
emergency.
Thanks
to
such
contributions,
the
Group
was
able
to
support
the
Italian
health
system, workers and companies to withstand the impact of a very tough crisis.
4.4. Campari Group stakeholders
The
following
categories
of
stakeholders
have
been
identified
in
the
course
of
conducting
business,
with
which
the Group maintains an ongoing dialogue.
48
Region details-main markets:
Americas (‘AMERICAS’): Canada, Jamaica, Mexico, US, Argentina, Brazil and Peru.
Asia Pacific (‘APAC’): Australia, China, India, New Zealand and Singapore.
Northern and Central Europe (‘NCEE’): Austria, Belgium, Germany, The Netherlands, Russia, Switzerland, The UK and Ukraine.
Southern Europe, Middle East and Africa (‘SEMEA’): France, Greece, Italy, South Africa and Spain.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
111
Engagement and channels of dialogue
Market
research
and
customer
satisfaction;
tests
and
focus
groups; social media; company websites; events.
Product
quality
and
safety;
transparency
of
information; responsible communication.
Campari
Academy
courses;
Campari
Academy
Truck;
Campari
Barman Competition; events; sustainability questionnaire.
Professional,
high-quality
and
responsible
serving.
Corporate
volunteering;
Negroni
Week;
charity
activities
for
NGOs;
Covid-19-related
supporting
initiatives;
visits
to
Galleria
Campari; contributions to external shows and exhibitions.
Investments
and
aid
for
the
community;
social
and
environmental impacts generated; job creation.
Press
releases
and
PR
material;
websites;
preparation
and
coordination of interviews with senior management; events.
Timely
and
transparent
communication,
information/statements
on
the
relevance
of
sustainability
issues
and
their
impact
on
the
company’s
strategy,
targets
and
activities
prepared,
involvement
of
top
management
in
business sustainability related issues.
Biennial
survey
on
internal
morale
(Great
Place
to
Work
2018);
internal
and
external
training
courses;
performance
appraisal;
internal
communication
tools
(press
review,
intranet,
mailing);
‘Yammer’
internal
social
network;
internal
events
for
Camparistas
(such
as
guided
tastings,
lunch
in
the
Galleria,
product
tastings);
business
meetings;
management
committees.
Business
climate;
career
development
and
growth;
remuneration
and
incentives;
training;
work/life
balance;
corporate
welfare;
equal
opportunities;
health
and
safety
at
work;
internal
communication.
Suppliers,
distributors
and
commercial partners
Supplier
Code;
Sedex;
co-product
development;
innovation
projects;
business
meetings;
third-party
verification;
validation
and certification of documents and reports.
A
solid
and
transparent
negotiating
relationship
that
is
subject
to
continuous
checks;
contractual
terms
and
conditions;
order
planning;
compliance
with Campari Group policies.
Participation in sector association conferences.
Protection
of
sector
interests;
promotion
of
responsible consumer behaviours and models.
Shareholders,
investors
and
analysts
Shareholders’
meeting;
management
board
reports,
press
releases
and
investor
presentations;
analyst
calls,
investor
meetings,
road
shows
and
investor
conferences;
dedicated
email address investor.relations@campari.com.
Dividends,
stock
performance;
investor
relations;
capital base.
Regular
meetings;
preparation
and
sharing
of
projects
and
best
practices;
participation
in
meetings
and
activities
of
associations.
Protection
of
sector
interests;
promotion
of
responsible consumer behaviours and models.
Collective
and
supplemental
bargaining;
meetings
with
company union representatives; conferences.
Ongoing
dialogue
and
fulfilment
of
obligations
arising
from
collective
bargaining
with
the
trade
union associations.
Participation
in
national
and
international
conferences
on
issues
facing the industry.
Transparent
communication;
compliance
with
laws and sound business management.
Undertaking
projects
in
partnership;
graduate
programmes;
company
testimonials
at
educational
institutions;
guided
tours
for students at Galleria Campari; company testimonials.
Partnerships and projects; financing.
5.
Campari Group and The Sustainable Development Goals
Campari
Group
contributes
to
the
achievement
of
11
of
the
17
Sustainable
Development
Goals
(SDGs)
49
established
under
the
UN
2030
Sustainable
Development
Agenda,
which
promotes
the
active
participation
of
all
stakeholders (i.e. private sector, public sector, institutions and local communities).
In
particular,
the
objectives
shown
in
the
table
below
were
linked
to
the
sustainability
issues
that
constituted
the
starting point for carrying out the materiality analysis:
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
112
Campari Group commitments
Remuneration policies
Relationships and initiatives for the community
Activities of the Foundations
Employee training and development
Relationships and initiatives for the community
Activities of the Foundations
8-Decent
Work
and
Economic
Growth
Value generated and distributed to stakeholders
Economic sustainability
Job creation
Diversity, equal opportunities and inclusion
Training and employee development
Human rights
Recruitment, turnover and pension policies
Talent attraction
Remuneration policies
Industrial relations
Work-life balance
Employee satisfaction
Health and safety
Exporting best practices across key markets
•
Strong commitment to
work, education and
culture
will continue to be key for Campari
Group.
•
Best local practices will be
exported
in other
geographies around the world.
Learning and development, rewarding and engaging
•
The Group will continue to enlarge
the online
learning offer
, by continuing to nurture the
Camparistas growth mindset with strategic
and business-related learning opportunities.
•
Rewarding
and
engagement
:
plans
for
Camparistas
through
the
Launch
of
the
first
Employee Stock Ownership Plan.
Education and involvement on responsible drinking
•
Ad hoc
and continuous
training for the global
marketing
community going into digital
communication in great depth.
•
Educational
sessions on responsible
drinking
for 100% of Camparistas
,
especially for new hires.
•
Responsible serving project
for bartenders
to be leveraged at global level.
•
Continue to invest in
No/Low alcohol (NOLO)
products.
3-Good Health and Wellbeing
Health and safety
Emissions
Waste
Water
6-Clean Water and Sanitation
7-Affordable and Clean Energy
12-Responsible
Consumption
and Production
Emissions
Energy
Water
Waste
Materials
Supply chain transparency and traceability
Product quality
Food safety
Emissions
Energy
Suppliers-Qualification
and
evaluation
with
respect
to
environmental
criteria
Energy and GHG emissions
•
Achieve
net-zero emissions by 2050
or,
hopefully, sooner.
•
Reduce greenhouse gas (GHG) emissions
from direct operations (Scope 1 and 2)
by
20% within 2025, by 30% within 2030 and
by 25% for the total Supply Chain within
2030.
•
100% renewable electricity
for European
production sites
by 2025.
Water
•
Reduce water usage
(L/L)
by 40% within
2025 and by 42.5% within 2030.
•
Return 100% of wastewater
from Campari
Group operations to the environment
safely.
Waste
•
Zero waste
to landfill
within 2025.
Diversity, equal opportunities and inclusion
Remuneration policies
Human rights
Diversity, equal opportunities and inclusion
Remuneration policies
Human rights
Indirect economic impact on communities
Initiatives for the community
Activities of the Foundations
Diversity, Equity and Inclusion
•
A strategy to strengthen DEI in
the
workplace with multi-channels internal and
external communication campaign and with
dedicated online and offline learning activities
and workshops. The Group’s progress is
monitored through an internally developed
Campari Group DEI Index
, based on an
internal people survey and GRI Standard Key
Performance Indicators (KPIs), developing
action plans in the field of
Culture
(focusing
on education) and
Power Acts
(focusing on
concrete initiatives).
17 - Partnerships for the Goals
Business relations with responsible and transparent partners
Relations with institutions
Projects and initiatives on sustainability
Exporting best practices across key markets
•
Continuous involvement in the world of art
,
by sponsoring major events and further
developing iconic brand houses and the
Campari Gallery.
•
Dedicated support for business partners
through activations and events, reflecting a
commitment to play a significant role in the
comeback of the on-premise channel.
50
The material issues for the Group are highlighted in bold as reported in the materiality matrix.
Campari Group-Annual report for the year ended 31 December 2021
Non-financial disclosure
113
Campari Group-Annual report for the year ended 31 December 2021
Consolidated financial statements
114
Campari Group-Consolidated financial statements at 31 December 2021
Campari Group-Consolidated financial statements at 31 December 2021
Campari Group-Annual report for the year ended 31 December 2021
Index
-Consolidated financial statements
115
Index-Campari Group consolidated financial statements
Campari Group-Annual report for the year ended 31 December 2021
Index
-Consolidated financial statements
116
Campari Group-Annual report for the year ended 31 December
2021
-Consolidated financial statements
117
Consolidated primary statements
Consolidated statement of profit or loss
Consolidated statement of profit or loss
(1)
for the years ended 31 December
Advertising and promotional costs
Selling, general and administrative expenses
Share of profit (loss) of associates and joint ventures
Shareholders of the parent Company
Non-controlling interests
Basic earnings per share (€)
Diluted earnings per share (€)
(1)
For
information
on
the
definition
of
alternative
performance
measures
reported
in
the
management
board
report,
see
the
paragraph
‘Definitions
and
reconciliation
of the Alternative Performance Measures (APMs or non-GAAP measures) to GAAP measures’.
(2)
Excise duties where Campari Group acts as an agent.
Consolidated statement of other comprehensive income
for the years ended 31 December
Profit for the period (A)
B1) Items that may be subsequently reclassified to the statement of profit or
loss
Gains (losses) on cash flow hedge
Related Income tax effect
Exchange differences on translation of foreign operations
Total: items that may be subsequently reclassified to the statement of
profit or loss (B1)
B2) Items that may not be subsequently reclassified to the statement of profit
or loss
Gains/(losses) on remeasurement of defined benefit plans
Related Income tax effect
Remeasurements of defined benefit plans
Total: items that may not be subsequently reclassified to the statement
of profit or loss (B2)
Other comprehensive income (expenses) (B=B1+B2)
Total comprehensive income (A+B)
Shareholders of the parent Company
Non-controlling interests
Campari Group-Annual report for the year ended 31 December
2021
-Consolidated financial statements
118
Consolidated statement of financial position
(before appropriation of results)
2020 post-reclassifications
Property, plant and equipment
Intangible assets with a finite life
Interests in associates and joint ventures
Other non-current financial assets
Other current financial assets
Cash and cash equivalents
LIABILITIES AND SHAREHOLDERS' EQUITY
Issued capital and reserves attributable to shareholders of the parent Company
Non-controlling interests
Total shareholders' equity
Other non-current financial liabilities
Post-employment benefit obligations
Provisions for risks and charges
Other non-current liabilities
Total non-current liabilities
Other current financial liabilities
Other current liabilities
Total current liabilities
Total liabilities and shareholders' equity
Campari Group-Annual report for the year ended 31 December
2021
-Consolidated financial statements
119
Consolidated statements of cash flows
for the years ended 31 December
Depreciation and amortisation
Gain or loss on sale of fixed assets
Impairment loss (or reversal) of tangible fixed assets, goodwill, brand and sold business
Change in payables to employees
Change in net operating working capital
Income taxes refund (paid)
Change in other indirect taxes
Cash flow generated from (used in) operating activities
Purchase of tangible and intangible fixed assets
Disposal of tangible and intangible assets
Acquisition of companies or business divisions
Cash and cash equivalents at acquired companies
Put options and earn-out payments
Decrease (increase) in short-term deposits and investments
Cash flow generated from (used in) investing activities
Proceeds from issue of bonds, notes and debentures
Repayments of bonds, notes and debentures
Proceeds from non-current borrowings
Repayment of non-current borrowings
Net change in short-term financial payables and loans due to bank
Payment of lease payables
Interests paid on other financial items
Inflows (outflows) of other financial items
Dividend paid to equity holders of the Parent
Cash flow generated from (used in) financing activities
Net change in cash and cash equivalents: increase (decrease)
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at end of period
Campari Group-Annual report for the year ended 31 December
2021
-Consolidated financial statements
120
Consolidated statement of changes in shareholders’ equity
retained
earnings and
other
reserves
currency
translation
differences
remeasurement
of defined
benefit plans
equity
attributable to
owners of the
parent
non-
controlling
interests
Dividends to shareholders of the
parent Company
Increase (decrease) through
treasury share transactions
Increase (decrease) through
share-based payment
transactions
Changes in ownership interests
Increase (decrease) through
other changes
Other comprehensive income
(expense)
Total comprehensive income
retained
earnings
and other
reserves
currency
translation
differences
remeasurement
of defined
benefit plans
equity
attributable to
owners of the
parent
non-
controlling
interests
at 31 December 2019 restated
Dividends to shareholders of the
parent Company
Increase (decrease) through treasury
share transactions
Increase (decrease) through share-
based payment transactions
Changes in ownership interests
Increase (decrease) through other
changes
Other comprehensive income
(expense)
Total comprehensive income
at 31 December 2020 restated
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
121
Notes to the consolidated financial statements
1.
General Information
Davide
Campari-Milano
N.V.
,
the
Group’s
parent
company,
is
listed
on
the
Italian
Stock
Exchange,
with
its
official
seat
in
Amsterdam
,
the
Netherlands
,
and
its
corporate
address
at
Via
Franco
Sacchetti
20,
20099
Sesto
San
Giovanni,
Milan, Italy
.
For
the
purposes
of
carrying
out
its
business
operations
in
Italy,
the
Company
has
established
a
secondary
seat
with a permanent representative office, within the meaning of article 2508 of the Italian Civil Code
.
The
Company
is
entered
in
both
Dutch
Companies’
Register
under
the
number
78502934
and
Milan
Monza
Brianza Lodi Chamber of Commerce with the number 06672120158.
At
31
December
2021,
53.9%
of
the
share
capital
and
66.7%
of
the
total
voting
rights
of
the
Company
were
held
by
Lagfin
S.C.A.
,
Société
en
Commandite
par
Actions,
headquartered
in
Luxembourg,
in
its
turn
controlled
by
Artemisia Management S.A.
, Société Anonyme, which is the ultimate controlling company of the Group.
Founded
in
1860,
Campari
is
the
sixth-largest
player
in
the
branded
spirits
industry,
with
an
extensive
and
varied
product
portfolio.
Its
internationally-recognised
brands
include
Aperol,
Appleton
Estate,
Campari,
Grand
Marnier,
SKYY Vodka and Wild Turkey.
Campari
Group
operates
in
around
190
countries
and
has
prime
positions
in
Europe
and
the
Americas.
It
has
22
production plants and its own distribution network in 22 countries and employs around 4,000 people
.
On
23
February
2022
the
Board
of
Directors
of
the
Parent
Company
approved
the
consolidated
financial
statements of Campari Group for the year ended 31 December 2021 and
authorised it for issue.
The
Board
of
Directors
reserves
the
right
to
amend
the
financial
statements,
up
to
the
date
of
the
Shareholders’
meeting
of
the
Parent
Company,
should
any
significant
events
occur
that
require
changes
to
be
made.
The
financial
statements
are
presented
in
million
of
Euro.
The
Euro
is
the
reference
currency
of
the
Parent
Company
and many of its subsidiaries.
2.
Significant events of the year
Significant
events
during
the
year
relating
to
corporate
actions,
significant
events,
acquisitions
and
commercial
agreements
and
other
significant
events
impacting
the
results
are
reported
in
the
corresponding
section
in
the
management board report of this annual report, to which reference is made.
3.
Accounting information and policies
The
consolidated
financial
statements
at
31
December
2021
were
prepared
in
accordance
with
the
International
Financial
Reporting
Standards
(‘IFRS’)
issued
by
the
International
Accounting
Standards
Board
(‘IASB’)
and
ratified
by
the
European
Union
(‘IFRS-EU’),
and
with
Part
9
of
Book
2
of
the
Dutch
Civil
Code
.
These
include
all
the
international
accounting
standards
(‘IAS’)
and
interpretations
of
the
International
Financial
Reporting
Standards Interpretation Committee (‘
IFRS IC
’), formerly the Standing Interpretations Committee (‘SIC’)
.
The
Group
has
prepared
the
financial
statements
on
the
basis
that
it
will
continue
to
operate
as
a
going
concern.
The
Directors
consider
that
there
are
no
material
uncertainties
that
may
cast
significant
doubt
over
this
assumption.
They
have
formed
a
judgement
that
there
is
a
reasonable
expectation
that
the
Group
has
adequate
resources
to
continue
in
operational
existence
for
the
foreseeable
future,
and
not
less
than
12
months
from
the
date of signing the Company’s consolidated financial statements.
The
financial
statements
were
prepared
in
accordance
with
the
historical
cost
method
and
taking
any
value
adjustments
into
account
where
appropriate
for
certain
categories
of
assets
and
liabilities,
which
were
measured
in accordance with the methods provided by IFRSs.
Unless otherwise indicated, the figures reported in these notes are expressed in millions of Euro.
i.
Principles of consolidation
The
consolidated
financial
statements
include
the
financial
statements
of
the
Parent
Company
and
of
the
Italian
and foreign subsidiaries.
These
accounting
statements
are
based
on
the
same
financial
year
as
the
Parent
Company
and
drawn
up
for
the
purposes of consolidation. Joint ventures and associates are consolidated applying the equity method.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
122
ii.
Form and content
In
accordance
with
the
format
selected
by
the
Group,
the
statement
of
profit
or
loss
has
been
classified
by
function,
and
the
statement
of
financial
position
is
based
on
a
distinction
between
current
and
non-current
assets
and
liabilities.
We
consider
that
this
format
will
provide
a
more
meaningful
representation
of
the
items
that
have
contributed
to
the Group’s results and its assets and financial position.
Transactions
or
events
that
may
generate
income
and
expenses
that
are
not
relevant
for
assessing
performance,
such
as
gains
(losses)
on
the
sale
of
fixed
assets,
restructuring
and
reorganisation
costs,
financial
expenses
and
any
other
non-recurring
income
(expenses),
are
described
in
the
notes.
This
presentation
complies
with
the
requirements
and
guidelines
of
the
European
Securities
and
Markets
Authority
(‘ESMA’)
set
out
in
ESMA/2015/1415.
In
the
2021,
the
Group
did
not
carry
out
any
atypical
and/or
unusual
transactions
that,
due
to
their
materiality
or
size,
type
of
counterparties
to
the
transaction,
or
method
for
determining
the
price
and
timing
of
the
event
(proximity
to
the
close
of
the
period),
could
give
rise
to
concerns
over
the
accuracy
or
completeness
of
the
information
in
the
financial
statements,
conflicts
of
interest,
the
safeguarding
of
company
assets
or
the
protection
of minority shareholders.
The statement of cash flows was prepared using the indirect method.
iii.
Use of estimates
Preparation
of
the
financial
statements
and
the
related
notes
in
accordance
with
IFRS
requires
the
management
to
make
estimates
and
assumptions
that
have
an
impact
on
the
Group’s
assets
and
liabilities
and
items
in
the
profit
or
loss
during
the
year.
These
estimates
and
assumptions,
which
are
based
on
the
best
valuations
available
at
the
time
of
their
preparation
and
are
reviewed
regularly,
may
differ
from
the
actual
circumstances
and
may
be
revised
accordingly
at
the
time
the
circumstances
change
or
when
new
information
becomes
available.
Future
outcomes can consequently differ from estimates.
Details
of
critical
estimates
and
judgements
that
could
have
a
significant
impact
on
the
financial
statements
are
set out in the related notes as follows:
•
Business
combination:
management
judgement
to
determine
all
the
factors
relevant
to
the
relationship
with
the
investee
to
ascertain
whether
control
has
been
established
and
whether
the
investee
should
be
consolidated
as
a
subsidiary.
Management
judgment
to
define
acquisition
fair
values
that
are
attributed
to
the
assets
and
liabilities
acquired.
Please
refer
to
note
7
i-‘Acquisition
and
sale
of
businesses
and
purchase
of
non-controlling interests’ of the consolidated financial statements at 31 December 2021;
•
disclosure
regarding
‘other
operating
income
and
expenses’:
management
judgement
whether
non-recurring
or
not
usual.
Please
refer
to
note
6
v-‘Selling,
general
and
administrative
expenses
and
other
operating
income and expenses ’ of consolidated financial statements at 31 December 2021;
•
disclosures
for
contingent
assets
and
liabilities:
management
judgement
in
assessing
the
likelihood
of
whether
a
liability
will
arise
and
an
estimate
to
quantify
the
possible
range
of
any
settlement
and
judgement
in
assessing
the
likelihood
of
the
assets
collection.
Please
refer
to
note
11
ii-‘Provisions
for
risks
and
future
charges’ of the consolidated financial statements at 31 December 2021;
•
restructuring
provisions,
provisions
for
risk
and
charges:
management
judgement
in
assessing
the
likelihood
of
whether
a
liability
will
arise
and
an
estimate
to
quantify
the
possible
range
of
any
settlement.
Please
refer
to
note
11
ii-‘Provisions
for
risks
and
future
charges’
of
the
consolidated
financial
statements
at
31
December
2021;
•
compensation
plans
in
the
form
of
share-based
payments:
management
estimate
in
determining
the
assumptions
in
calculating
the
fair
value
of
the
plans.
Please
refer
to
note
11
i-‘Share-based
payments’
of
the
consolidated financial statements at 31 December 2021;
•
goodwill
and
intangible
assets:
management
judgement
of
the
assets
to
be
recognised
and
synergies
resulting
from
an
acquisition.
Management
judgements
and
estimates
required
to
determine
future
cash
flows
and
appropriate
applicable
assumptions
to
support
the
intangible
asset
value.
Please
refer
to
note
7
v-
‘Intangible assets’ of the consolidated financial statements at 31 December 2021;
•
taxation:
management
judgement
and
estimate
required
to
assess
uncertain
tax
positions
and
the
recoverability
of
deferred
tax
assets.
Please
refer
to
note
6
xi-‘Taxation’
of
the
consolidated
financial
statements at 31 December 2021;
•
incremental
interest
rate
for
lease
transactions:
management
judgements
and
estimates
required
to
determine
the
rate
level.
Please
refer
to
note
9
iv-‘Lease
components’
of
the
consolidated
financial
statements
at
31
December 2021.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
123
-
Climate related matters
There
has
been
increasing
interest
in
how
climate
change
will
impact
the
Group’s
business.
With
reference
to
the
climate
related
matters,
a
critical
review
was
undertaken,
and
a
focused
analysis
was
performed
to
identify,
and
consequently
manage,
the
principal
risks
and
uncertainties
to
which
the
Group
is
exposed.
The
most
significant
area
of
effort
will
be
the
management
of
water
scarcity
and
waste
and
reducing
energy
and
GHG
emissions
in
the
supply
chain
area.
The
Campari
Group
recognises
the
importance
of
climate
change
risk
and
promotes
a
responsible
use
of
resources
and
a
reduction
of
the
environmental
impact
of
production
to
mitigate
climate
change.
In
this
context,
the
Campari
Group
has
adopted
an
environmental
policy
that
applies
to
all
company
locations
and
divisions
and
has
set
up
a
structure
dedicated
to
control
environmental
pollution,
waste,
and
water
disposal as well as emission reduction.
Financial
statements
information
is
presented
through
historical
values
which,
by
their
nature,
do
not
fully
capture
future
events.
One
area
identified
as
climate
related
matter
is
the
inventory
management.
The
Group's
plantations
are
exposed
to
the
risk
of
damage
caused
by
extreme
weather
events
like
storms,
strong
winds
hurricanes
and
droughts.
Changes
in
global
climatic
conditions
could
intensify
one
or
more
of
these
events.
Periods
of
drought
and
associated
high
temperatures
or
lack
of
water
can
increase
the
risk
of
fires
and
insect
outbreaks.
In
addition
to
their
effects
on
yields,
they
are
extreme
weather
events,
which
could
also
increase
the
cost
of
production.
Therefore,
the
Group
has
processes
in
place
to
monitor
and
mitigate
these
risks
through
some
insurance
programmes,
as
well
as
through
proactive
initiatives
to
promote
responsible
use
of
resources
and
reduction
in
the
environmental
impact
of
production
(for
more
information,
please
reference
to
the
'Risk
management'
and
'Non-
financial information' sections).
In
determining
fair
value
measurement,
the
impact
of
potential
climate-related
matters,
including
legislation,
which
may
affect
the
fair
value
measurement
of
assets
and
liabilities
in
the
financial
statements,
has
been
considered.
These
risks
in
respect
of
climate-related
matters
are
included
as
key
assumptions
where
they
materially
impact
the
measure
of
the
recoverable
amount.
At
present,
the
impact
of
climate-related
matters
is
not
material
to
the
Group’s
financial
statements,
as
even
in
the
inventory
management
identified
as
climate-related
matter,
mitigation
actions were put in place to minimize any possible emergency.
With
regard
to
the
preparation
of
the
financial
statements
and
the
analysis
conducted
aiming
to
identify
and
address
the
new
uncertainties
related
to
climate
changes
which
could
affect
the
business,
based
on
the
Group
strategy
outlined
in
the
context
of
the
global
supply
chain
environmental
targets,
no
critical
situation
that
cannot
be attributable to and addressed in the ordinary course of the business was identified.
The
Covid-19
pandemic
continues
to
impact
countries
and
economies
in
different
ways.
While
some
governments
are
starting
to
ease
restrictions,
with
a
very
positive
impact
on
consumption
trends
in
the
on-premise
channel
which
has
gradually
reopened
across
all
countries,
others
continue
to
enforce
lockdown
measures.
The
timing
and
intensity
of
the
world
recovery
still
remain
uncertain
even
though
the
ongoing
mass
vaccination
campaigns
launched
since
the
beginning
of
2021
are
progressively
accelerating
in
many
countries,
albeit
at
a
different
pace.
Despite
the
vaccine
roll-out,
some
countries
continue
to
be
heavily
affected
by
the
pandemic,
whilst
others
are
cautiously
observing
a
new
spike
of
contagions
of
variants.
Overall,
the
situation
seems
to
be
improving
in
many
parts
of
the
world,
also
thanks
to
the
effective
interventions
by
governments
in
terms
of
either
the
imposition
of
selective
and
temporary
lockdowns
or
the
gradual
lifting
of
the
restrictions
also
through
the
introduction
of
vaccination green passes.
The
Campari
Group
is
continuing
to
monitor
and
analyse
the
evolution
of
the
pandemic
and
its
effects
on
the
macroeconomic
scenario,
the
markets
in
which
it
operates,
the
behavioural
patterns
of
its
consumer
base
and
the
related
impact
on
the
Group’s
financial
position
and
the
results
of
its
operations,
despite
the
objective
difficulty
in
making
predictions
in
a
context
constrained
by
numerous
and
new
variables
that
are
beyond
the
Group’s
control.
Either
way,
Covid-19
continues
to
potentially
affect
the
recognition
and
measurement
of
assets,
liabilities,
income
and
expenses.
As
a
result
of
the
above-mentioned
uncertainty
associated
with
the
unprecedented
nature
of
Covid-
19,
in
preparing
these
2021
consolidated
financial
statements,
despite
the
very
strong
business
performance
recovery
compared
with
the
previous
year,
which
also
benefitted
from
an
overall
increased
consumption
and
penetration
of
its
brands
with
respect
to
pre-pandemic
levels
,
the
Group
performed
a
greater
assessment
analysis
than the usual update required.
In addition, the going concern has also been carefully reassessed.
A
critical
review
was
conducted,
and
a
focused
analysis
performed
to
identify,
and
consequently
manage,
the
principal risks and uncertainties to which the Group is exposed.
In
particular,
all
significant
assumptions
and
estimates
underlying
the
preparation
of
the
following
items
were
the
subject
to
an
analysis
to
identify
and
address
new
uncertainties
linked
to
the
unpredictability
of
the
pandemic:
impairment
of
non-financial
assets,
fair
value
measurement
of
financial
instruments,
expected
credit
loss
assessment,
deferred
tax
assets
and
tax
reliefs,
revenue
recognition,
reverse
factoring
agreements,
lease
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
124
agreements,
provisions
and
onerous
contracts.
The
analysis
conducted
did
not
highlight
any
critical
situations
that cannot be attributable to and addressed during the ordinary course of business.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
125
Specific
additional
supplementary
information
is
provided
below
with
respect
to
the
Covid-19
impact
on
the
Group
disclosure.
Going concern
The
Group
continues
to
be
very
sound,
in
terms
of
its
operating
and
financial
profiles,
and
was
not
exposed
to
any going-concern issues during 2021 thanks to the agility and resilience of its organisation.
While
the
Group’s
priority
is,
and
will
continue
to
be,
to
guarantee
the
safety
of
its
employees
(‘Camparistas’)
and
the
continuity
of
its
business,
no
business
continuity
issues
have
been
identified
since
all
Campari
Group
plants
and
distilleries
continue
to
be
fully
operational,
while
complying
with
the
rigorous
health
and
safety
measures
in
force
to
protect
the
health
of
Camparistas.
With
reference
to
the
Group’s
visitor
centres
around
the
world,
most
of
them
are
now
open
sometimes
following
reduced
opening
hours,
limited
tours
and
experiences,
in
strict
compliance
with
the
emergency
health
measures
in
force
to
protect
the
health
of
both
guests
and
Camparistas.
Whilst
smart-working
is
still
the
recommended
policy
for
office-based
Camparistas,
the
Campari
Group
has
begun
to
set
the
guidelines
for
the
introduction
of
new
globally
consistent
ways
of
working
for
a
safe
return
to
the
workplace,
respecting
the
specific
regulations
that
each
country
will
enforce.
For
the
Group
the
togetherness
of
Camparistas
in
a
space
that
will
be
increasingly
designed
to
support
collaboration
and
relationship
building
is
fundamental to the Group’s culture and success.
During
2021,
the
Campari
Group
continued
to
build
on
its
agility
and
learning
ability,
particularly
strengthened
during
the
pandemic
peak
in
2020,
to
engage
with
consumers
with
new
online
and
digital
initiatives,
thus
supporting
the
positive
own
brand
momentum
across
key
markets
thanks
to
resilient
off-premise
dynamics,
combined
through
gradual
on-premise
re-opening.
The
very
sound
performance
achieved
in
2021
boosted
by
a
strong
generation
of
cash
flows
allowed
the
Group
to
reinvest
in
long-term
growth,
including
production
capacity,
digital capabilities and supporting the Group sustainability agenda.
Goodwill, brands and intangible assets with a finite life
Goodwill
and
intangible
assets
with
an
indefinite
useful
life
were
subject
to
annual
impairment
tests
to
verify
if
any
substantial
deterioration
of
business
performance
occurred
with
respect
to
each
cash
generation
unit
and
brands.
During
the
year
an
additional
analysis
was
performed
to
verify
whether
trigger
events
occurred
during
the
intra-
annual
period:
no
issues
was
identified
since
over
the
year
no
deterioration
in
consumer
demand
affecting
business
plans
was
registered
and
there
was
no
interruption
in
the
Group’s
plants
operations
or
supplies
or
any
other
issues
involving
logistics
and
freight
transport
activities.
Compared
with
2020,
2021
was
characterised
by
a
significantly
improved
business
and
consumer
sentiment
for
the
Campari
Group,
thanks
to
the
acceleration
of
the
vaccination
campaigns
and
the
gradual
reopening
of
the
on-premise
channel.
The
spirits
industry
has
demonstrated
strong
resilience
throughout
the
pandemic
thanks
to
sustained
home
consumptions
with
strong
home
cocktail
mixing
trends,
also
favoured
by
a
positive
development
of
the
e-commerce
channel
and
ready-to-
drink
category.
The
impairment
loss
identified
with
respect
to
the
annual
test
were
not
material
overall
for
the
Group.
Net financial debt
In
conducting
the
assessment
to
identify
whether
in
2021
there
were
events
triggering
issues
on
the
Group’s
financial
performances,
certain
characteristics
specific
to
the
Group’s
situation
have
been
taken
into
consideration.
As
far
as
financial
assets
are
concerned,
they
are
not
subject
to
particular
risks,
since
the
investments
considered
by
the
Group
are
always
the
subject
of
a
careful
and
scrupulous
preliminary
analysis
and
are
always
aligned
with
the financial needs of the moment.
With
regard
to
financial
liabilities,
the
Group’s
indebtedness
ratios
measured
internally
(given
the
lack
of
covenants
on
existing
debt)
were
under
control,
standing
at
a
level
considered
entirely
manageable
by
the
Group.
During
2021,
the
Group’s
financial
structure
was
confirmed
to
have
been
boosted
by
the
availability
of
significant
committed
and
uncommitted
credit
lines.
No
renegotiation
of
interest
rates
or
other
terms
of
existing
agreements
(derivatives
included)
have
been
performed
if
not
required
by
the
Group
in
the
normal
course
of
its
business,
and
the fact that the Group’s loan profile is mainly at fixed-interest rates has minimised its exposure to market risks.
In
terms
of
fair
value
measurement
hierarchies
of
financial
items,
during
2021
there
were
no
changes
to
be
reflected in the 2021 consolidated Group’s financial statements other than those disclosed in the related notes.
With
respect
to
lease
and
rental
agreements,
there
have
been
no
significant
lease
agreements,
including
sub-
leases,
generating
financial
receivables
for
the
Group.
During
2021,
there
were
no
significant
contract
amendments
directly
linked
to
the
pandemic
and
no
significant
rental
concessions
were
agreed
with
lessors
exclusively
in
relation
to
Covid-19.
The
lease
amendment
referred
in
particular
to
buildings
linked
to
planned
changes
in
the
route-to-market
strategy
and
were
managed
in
compliance
with
the
normal
recurring
transactions
they represent.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
126
A
separate
analysis
has
been
performed
with
reference
to
put
option
and
earn-out
agreements
valued
at
fair
value
and
where
the
basis
of
estimate
is
linked
to
brand
performance.
The
analysis
was
conducted
in
conjunction
with
the
considerations
described
above
in
relation
to
the
impairment
test
on
goodwill,
brands
and
intangible
assets
with
a
finite
life,
in
order
to
ensure
homogeneity
and
consistency
in
the
valuation,
and
from
the
analyses
no
particular circumstances emerged requiring significant revisions of these liabilities.
Operating working capital, revenue recognition and provision and onerous contracts
The
pandemic
environment
over
the
year
did
not
trigger
any
significant
change
with
clients’
contracts
and
any
change
in
the
revenue
recognition
criteria
previously
identified.
Significant
judgements
were
used
to
review
the
expected
credit
losses
in
the
normal
course
of
business
and
based
on
the
Group
business
model
to
manage
financial
instruments,
since
no
specific
issues
were
identified
during
the
year.
No
significant
anticipated
partial
payments were experienced, indicating an implicit price concession to be accounted for or an impairment loss.
To
facilitate
the
management
of
liquidity,
the
Group
continued
the
reverse
factoring
agreements
introduced
at
the
end
of
2020,
confirming
a
limited
number
of
trusted
suppliers
involved
during
2021.
A
detailed
analysis
was
reassessed
to
confirm
the
proper
representation
of
these
agreements
within
the
consolidated
figures:
the
trade
payables
under
reverse
factoring
agreements
continued
to
be
classified
as
a
component
of
the
Group’s
operating
working
capital
with
no
separate
disclosure
as
primary
line
items
of
the
Group
financial
statements
in
consideration
of the total exposure.
During
2021
the
coronavirus
outbreak
did
not
generate
the
need
to
include
dedicated
and
additional
adjustments
to
be
reflected
in
the
net
realisable
value
of
inventories
nor
to
change
the
production
cost
allocation
linked
to
inefficiencies.
With
respect
to
biological
assets,
during
the
year
there
were
no
changes
to
the
fair
value
measurement
hierarchies
to
be
reflected
in
the
consolidated
Group’s
financial
statements.
In
terms
of
the
assessment
of
provision
for
risks
and
charges,
there
were
no
events
or
situations
generating
the
need
to
include
additional
provisions
outside
the
normal
course
of
business
or
requiring
any
significant
estimate
of
onerous
contracts to be reflected in the Group’s accounts
.
Taxation
All
significant
assumptions
and
estimates
considered
in
the
preparation
of
the
2021
annual
report
were
reviewed.
In
particular,
all
tax
rates
were
investigated
to
check
for
any
changes
occurred
during
the
period
in
the
various
tax
jurisdictions
and
any
amendments
substantially
enacted
were
considered
in
assessing
both
current
and
deferred
taxes.
The
review
conducted
has
not
identified
any
new
triggering
events,
which
could
have
an
effect
on
the
recoverability
on
deferred
tax
assets
and
on
the
recognition
of
any
additional
liabilities
for
uncertain
tax
positions.
Property, plant and equipment
Over
2021
the
business
development
confirmed
no
issues
related
to
operations.
In
terms
of
production
facilities,
all
the
Group’s
plants
and
distilleries
remained
fully
operational
and
the
outbreak
did
not
trigger
the
need
to
perform
an
impairment
test
for
the
production
facilities,
apart
from
specific
transactions
in
progress,
such
as
the
restructuring
of
the
sugar
business
in
Jamaica
commenced
in
2020,
and
planned
changes
in
route
to
markets
managed as part of the normal course of business.
iv.
Basis of consolidation
The
following
changes
were
made
to
the
basis
of
consolidation,
resulting
from
the
creation,
acquisition,
sale
and
reorganisation of companies:
on
4
January
2021
Campari
Group
increased
its
interests
in
the
South
Korean
joint
venture
Trans
Beverages
Company
Ltd.
leading
to
the
consolidation
of
the
company,
with
its
40%
stake
growing
to
51%
and
confirming
the call option on the remaining share capital, which can be exercised from 2024;
on
February
2021
the
liquidation
process
of
Campari
Services
S.r.l.
was
completed
and
the
company
was
therefore excluded from the consolidation perimeter;
on
1
May
2021
Campari
France
Distribution
S.A.S.
and
Marnier-Lapostolle
Bisquit
S.A.S.
were
merged
with
the
aim
of
optimising
and
streamlining
the
Group’s
structure.
The
name
of
the
new
company
following
the
merger
was
Campari
France
S.A.S..
For
statutory
and
fiscal
purposes,
the
effective
date
of
the
merger
was
1
January
2021;
on
25
May
2021,
Dioniso
S.r.l.
(‘Dioniso’)
was
established
by
Campari
Group
also
via
a
contribution
of
its
interests
in
the
joint-venture
Tannico
e
Wineplatform
S.p.A.
Following
the
closing
concerning
the
establishment
of 50/50 joint-venture with Moët Hennessy, the Group sold 50% of Dioniso’s shares to the joint partner
;
on
1
September
2021
a
selection
of
previously
held
shareholdings
of
Di.Ci.E.
Holding
BV
(i.e.,
Campari
Mexico
S.A.
de
C.V.,
Campari
South
Africa
Pty
Ltd.,
Licorera
Ancho
Reyes
y
cia,
S.A.P.I.
de
C.V,
Casa
Montelobos,
S.A.P.I. de C.V) were transferred to Campari España S.L.;
on
17
November
2021,
the
Group
signed
an
agreement
with
Taiwan
Hsin
Lin
Enterprise
Company
Limited
(‘THL’)
to
acquire
an
initial
interest
stake
of
40%
in
Spiritus
Co
Ltd.,
a
newly
incorporated
joint-venture
in
Taiwan.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
127
Spiritus
Co
Ltd.
was
incorporated
on
15
December
2021
and
it
was
therefore
classified
as
a
joint-venture
from
the agreement date;
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
128
on
14
December
2021,
as
part
of
the
ongoing
process
of
optimising
and
streamlining
the
corporate
structure
of
the
Group
and
the
aforementioned
first
step
taking
place
in
September
2021,
Di.Ci.E.
Holding
B.V
has
been
incorporated
into
Davide
Campari-Milano
N.V.
and
the
merger
was
effective
from
that
date.
Consequently
Di.Ci.E.’s
remaining
shareholdings
(i.e.
Campari
Deutschland
GmbH,
Campari
Austria
GmbH,
Campari
Ukraine
LLC,
Campari
RUS
LLC,
Forty
Creek
Distillery
Ltd.,
Campari
Schweiz
A.G.,
CT
Spirits
Japan
Ltd.,
Kaloyiannis-
Koutsikos
Distilleries
S.A.,
Campari
India
Private
Ltd.,
Campari
(Beijing)
Trading
Co.
Ltd.,
Campari
Singapore
Pte Ltd., Campari Argentina S.A., Campari Australia Pty Ltd) were transferred to Davide Campari-Milano N.V.
;
On
9
December
2021
Campari
Mexico
Corporativo
S.A.
de
C.V.
and
Campari
Mexico
Destiladora
S.A.
de
C.V.
signed
a
merger
agreement
with
the
aim
of
optimising
and
streamlining
the
Group’s
structure.
For
statutory
and
fiscal
purposes,
the
effective
date
of
the
merger
was
31
December
2021
with
Campari
Mexico
Destiladora
S.A.
de C.V. as the surviving company.
The tables below list the companies included in the basis of consolidation at 31 December 2021.
name of company, activity
share capital at 31 December 2021
Davide Campari-Milano
N.V.
,
holding, trading and
manufacturing company
official seat: Amsterdam
(Netherlands)
corporate address: Via Franco
Sacchetti 20, 20099 Sesto San
Giovanni, Milan, Italy.
Fully consolidated companies
Campari International
S.r.l.
, trading company
Via Franco Sacchetti 20, Sesto
San Giovanni; Milan, Italy
Camparino S.r.l.
,
trading
company
Piazza Duomo 21, Milan,
Italy
Terrazza Aperol S.r.l.
,
trading company
Sestiere San Marco 2775,
Venice, Italy
Campari Austria GmbH
,
trading company
Naglergasse 1/Top 13,1010
Wien, Austria
Campari Benelux S.A.
,
finance and trading
company
Avenue de la Méterologie, 10,
Bruxelles, Belgium
Campari Deutschland
GmbH
, trading company
Adelgundenstr. Munich, 80538
Germany
Campari España S.L.
,
holding
and trading
company
Calle de la Marina 16-18,
planta 28, Barcelona, Spain
Campari RUS LLC,
trading company
115088, Moscow, 2nd
Yuzhnoportovy proezd, 14/22,
Russia
Campari Schweiz A.G
.,
trading company
Lindenstrasse 8, Baar,
Switzerland
Campari Ukraine LLC,
trading company
8, Illinska Street, 5 Floor, block
8 and 9, Kiev, Ukraine
Glen Grant Ltd.
,
manufacturing and
trading company
Glen Grant Distillery, Rothes,
Morayshire, AB38 7BN, United
Kingdom
Kaloyiannis
-
Koutsikos
Distilleries S.A.
,
manufacturing and
trading company
6 & E Street, A' Industrial Area,
Volos, Greece
Société des Produits
Marnier Lapostolle
S.A.S.
, holding and
manufacturing company
32 rue de Monceau, 75008
Paris, France
Minority Shareholders
7.29%
Société Civile
Immobilière Du VAL
,
property company
32 rue de Monceau, 75008
Paris, France
Campari France S.A.S.
100%
Campari France S.A.S.
,
manufacturing and
trading company
14 rue Montalivet 75008 Paris,
France
Société des Produits
Marnier Lapostolle
S.A.S. 100%
Bellonnie
&
Bourdillon
Successeurs S.A.S.
,
manufacturing and
trading company
Zone de Génipa, 97224,
Ducos, Martinique
Campari France
S.A.S.96.53%
minority shareholders
3.47%
Distilleries Agricole de
Sainte Luce S.A.S.
,
agricultural production
company
Zone de Génipa, 97224,
Ducos, Martinique
Bellonnie et Bourdillon
S.A.S. 99.99%
minority shareholders
0.01%
SCEA Trois Rivières
,
agricultural service
company
Zone de Génipa, 97224,
Ducos, Martinique
Bellonnie et Bourdillon
S.A.S. 25%
Distilleries de Sainte
Luce S.A.S 75%
Champagne Lallier
S.a.r.l.
, manufacturing
company
4
Place
de
la
Libération,
51160,
AY, France
Campari France S.A.S.
80%
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
129
name of company, activity
share capital at 31 December 2021
minority shareholders
20%
Scev des Gloriettes
,
property company
4 Place de la Libération, 51160,
AY, France
Campari France S.A.S.
80%
minority shareholders
20%
Les Rives Marne S.A.S.
,
trading company
4 Place de la Libération, 51160,
AY, France
Champagne Lallier
S.a.r.l. 100%
Sci Athena
, property
company
4 Place de la Libération, 51160,
AY, France
Champagne Lallier
S.a.r.l. 99.9% Les Rives
Marne S.a.s. 0.1%
Campari South Africa
Pty Ltd.
,
trading
company
2
nd
Floor ICR House Alphen Park,
Constantia main road, Constantia,
Western Cape 7806, South Africa
Campari America
,
LLC
,
manufacturing and
trading company
1114 Avenue of the Americas,
19th Floor New York, United
States
Campari Argentina S.A.
,
manufacturing and
trading company
Olga Cossettini, 243 Piso 3,
Puerto Madero, CABA,
Argentina
Campari do Brasil Ltda.
1.19%
Campari do Brasil Ltda.
,
manufacturing and
trading company
Alameda Rio Negro 585,
Edificio Demini, Conjunto 62,
Alphaville-Barueri-SP, Brasil
Campari Schweiz AG
0.001%
Campari Mexico S.A. de
C.V.
,
trading company
Avenida Americas 1500 Piso
G-A Colonia Country Club,
Guadalajara, Jalisco, Mexico
Campari España S.L.
99%
Campari America, LLC
1%
Campari Mexico
Destiladora S.A. de
C.V.
, manufacturing
company
Camino Real a Atotonilco No.
1081, La Trinidad, San Ignacio
Cerro Gordo, Jalisco, Z.C.
47195, Mexico
Campari Mexico, S.A.
de C.V. 99%
Campari America, LLC
1%
Licorera Ancho Reyes y
cia, S.A.P.I. de C.V.
,
manufacturing and
trading company
Paseo de los Tamarindos No.
90 Edificio Arcos Bosques
Torre II-Piso 5C Col. Bosques
de las Lomas, 05120, Mexico
Campari España S.L.
51%
minority shareholders
49%
Casa Montelobos,
S.A.P.I. de C.V.
,
manufacturing and
trading company
Paseo de los Tamarindos No.
90 Edificio Arcos Bosques
Torre II-Piso 5C Col. Bosques
de las Lomas, 05120, Mexico
Campari España S.L.
51%
minority shareholders
49%
Campari Peru SAC
,
trading company
Av. Jorge Basadre No.607,
oficina 702, distrito de San
Isidro, Lima, Peru
Campari Espãna S.L.
99.92%, Campari do
Brasil Ltda.
0.08%
Forty Creek Distillery
Ltd.,
manufacturing and
trading company
297 South Service Road West,
Grimsby, Canada
J. Wray&Nephew Ltd.,
manufacturing and
trading company
23 Dominica Drive, Kingston 5,
Jamaica
Campari (Beijing)
Trading Co. Ltd.
,
trading
company
Building 1, Level 5, Room 66,
16 Chaowai Avenue, Chaoyang
District, Beijing, China
Campari Australia Pty
Ltd.
,
manufacturing and
trading company
Level 21, 141 Walker Street
North Sydney, Australia
Campari India Private
Ltd
., services company
Upper Ground & First Floor
Shop No. SG-1 & SF-1, DT
Greater Kailash-II, New Delhi
110048, India
Campari Australia Pty
Ltd 0.01%
Campari New Zealand
Ltd.
,
trading company
C/o KPMG 18, Viaduct Harbour
Av., Maritime Square,
Auckland, New Zealand
Campari Australia Pty
Ltd.
Campari Singapore Pte
Ltd.
, trading company
152 Beach Road, #24-06,
1Gateway East, 189721,
Singapore
Trans Beverages
Company Ltd.,
trading
company
Nr 1702,c-dong (GL Metrocity
Munjung SK V1) 642-3
Munjung-dong, Songpa-gu,
Seoul, Korea
Associates and joint venture accounted for using the equity method
share capital at 31 December 2021
CT Spirits Japan Ltd.
,
trading company
2-26-5 Jingumae Shibuya-ku,
Tokyo 150-0001, Japan
Dioniso S.r.l.
, holding
and trading company
Via Franco Sacchetti, 20 Sesto
San Giovanni; Milan, Italy
Spiritus Co Ltd.
, trading
company
4F., No, 70, Sec. 3, Nanjing E.
Rd Zhongshan Dist, Taipei City
104503, Taiwan (R.O.C.)
(1)
This
figure
does
not
include
the
portion
of
capital
with
right
of
usufruct,
equal
to
0.59%,
whose
bare
ownership
is
held
by
shareholders
of
Société
des
Produits
Marnier Lapostolle S.A.S. who hold 7.29% of the capital, both covered by agreements for Campari Group purchases.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
130
(2)
The share capital does not include effects related to the hyperinflation accounting standard.
(3)
I
ncludes the capital contribution.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
131
v.
Definition of control
Control
is
determined
when
the
Group
is
exposed
to
or
has
a
right
to
variable
returns
resulting
from
its
involvement
with
the
investee,
and,
at
the
same
time,
has
the
ability
to
use
its
power
over
the
investee
to
affect
these
returns.
Specifically, the Group controls a subsidiary if, and only if, it has:
power
over
the
investee
(or
holds
valid
rights
that
give
it
the
actual
ability
to
manage
significant
activities
of
the
investee);
exposure or rights to variable returns resulting from its involvement with the investee;
the ability to use its power over the investee to affect the size of its returns.
Generally,
control
is
assumed
to
exist
when
the
Group
possesses
a
majority
of
the
voting
rights.
In
support
of
this
assumption
and
when
the
Group
holds
less
than
the
majority
of
the
voting
rights
(or
similar
rights),
the
Group
considers
all
relevant
facts
and
circumstances
in
assessing
whether
it
controls
the
investee,
including
contractual
arrangements
with
other
holders
of
voting
rights,
rights
arising
from
contractual
arrangements,
and
the
Group’s
voting rights and potential voting rights.
The
Group
reassesses
whether
or
not
it
controls
a
subsidiary
if
facts
and
circumstances
indicate
that
one
or
more
of
the
three
significant
elements
defining
control
have
changed.
Consolidation
of
a
subsidiary
begins
when
the
Group
obtains
direct
or
indirect
control
of
that
subsidiary
(or
through
one
or
more
other
subsidiaries)
and
ceases
when
the
Group
loses
control
therefrom.
The
assets,
liabilities,
revenues
and
costs
of
the
subsidiary
acquired
or
disposed
of
over
the
year
are
included
in
the
consolidated
financial
statements
from
the
date
on
which
the
Group
obtains control until the date on which the Group no longer exercises control over the company.
The
profit
(loss)
for
the
year
and
all
other
components
of
the
s
tatement
of
other
comprehensive
income
are
attributed
to
the
shareholders
of
the
Parent
Company
and
to
non-controlling
interests,
even
if
this
results
in
non-
controlling
interests
having
a
negative
value.
When
necessary,
appropriate
adjustments
are
made
to
subsidiaries’
financial
statements
to
bring
them
into
line
with
the
Group’s
accounting
policies.
All
intra-group
assets
and
liabilities,
shareholders’
equity,
revenues,
costs
and
cash
flow
relating
to
transactions
between
Group
entities
are
fully derecognised on consolidation.
vi.
Subsidiaries
All subsidiaries are consolidated on a line-by-line basis.
Under
this
method,
all
assets
and
liabilities,
and
expenses
and
revenues
of
the
subsidiaries,
are
fully
reflected
in
the
consolidated
financial
statements.
The
carrying
amount
of
the
equity
of
the
investments
is
derecognised
against
the
corresponding
portion
of
the
shareholders’
equity
of
the
subsidiaries.
At
the
first
consolidation
stage
individual
assets
and
liabilities
are
measured
at
fair
value
in
the
context
of
the
purchase
price
allocation
at
the
date
control
was
acquired.
Any
residual
positive
difference
in
the
allocation
is
recorded
under
the
asset
item
‘Goodwill’, and any negative amount is allocated to the statement of profit or loss.
Non-controlling
interests
in
shareholders’
equity
and
related
results
are
reported
under
the
appropriate
items
in
the financial statements.
Changes
in
investments
in
subsidiaries
that
do
not
result
in
acquisition
or
loss
of
control
are
recorded
as
changes
in shareholders’ equity.
If
the
Group
loses
control
of
a
subsidiary,
the
related
assets
(including
goodwill),
liabilities,
non-controlling
interests
and
other
components
of
shareholders’
equity
are
derecognised,
while
any
gain
or
loss
is
recognised
in
the
statement of profit or loss. Any ownership interest maintained is recorded at fair value.
vii.
Associates and joint venture
An
associate
is
a
company
over
which
the
Group
exercises
significant
influence.
Significant
influence
means
the
power
to
contribute
to
determining
a
subsidiary’s
financial
and
management
policies,
without
having
control
or
joint control over it.
A
joint
venture
exists
where
there
is
a
joint-control
agreement
under
which
the
parties,
which
hold
joint
control,
have
a
right
to
the
net
assets
covered
by
the
agreement.
Joint
control
is
the
contractually
agreed
sharing
of
control
under
an
agreement,
which
solely
exists
when
decisions
on
relevant
activities
require
unanimous
consensus
from
all the parties sharing control.
The
factors
considered
to
determine
significant
influence
or
joint
control
are
similar
to
those
necessary
to
determine control over subsidiaries.
These
companies
are
initially
recognised
at
cost
plus
acquisition-related
costs
and
are
subsequently
reported
in
the
consolidated
financial
statements
using
the
equity
method
from
the
date
on
which
significant
influence
or
joint
control commences and ending when that influence or control ceases.
If
there
is
a
significant
loss
of
influence
or
joint
control,
the
holding
and/or
investment
is
recognised
at
fair
value
and the difference between the fair value and the carrying amount is recorded in the statement of profit or loss.
Any
committed
payments
to
increment
the
ownership
interest
in
an
associate
or
a
joint
venture,
in
the
form
of
a
put
and/or
call
option
or
a
combination
of
both,
cannot
be
estimated
and
recorded
as
a
financial
liability
at
the
time
of
the
transaction
since
the
guidance
valid
for
financial
instruments
does
not
apply
to
interests
in
associates
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
132
and
joint
ventures
that
are
accounted
for
using
the
equity
method.
These
written
agreements
for
put
and/or
call
options
are
considered
to
be
derivative
agreements
and
represented
in
the
Group
accounts
as
financial
instruments
measured
at
fair
value
with
an
impact
in
the
statement
of
profit
or
loss.
At
that
time
of
expiration
of
the
call
and/or
put
options,
the
derivatives
will
be
replaced
by
an
increased
value
of
the
investment
to
be
recorded
against the cash out for the derivative settlement.
Contingent
or
committed
payments
in
the
form
of
an
incentive
plan
granted
to
personnel
of
the
associate
or
joint
venture
are
recorded
as
an
incremental
cost
of
the
investment
once
the
attainment
of
the
performance
condition
becomes probable, based on the fair value of the replacement award as of the acquisition date.
If
the
Group’s
interest
in
any
losses
of
associates
exceeds
the
carrying
amount
of
the
equity
investment
in
the
financial
statements,
the
value
of
the
equity
investment
is
derecognised,
and
the
Group’s
portion
of
further
losses
is
not
reported,
unless,
and
to
the
extent
to
which,
the
Group
has
a
legal
or
implicit
obligation
to
cover
such
losses.
The
Group
assesses
the
existence
of
any
impairment
indicators
on
an
annual
basis
by
comparing
the
value
of
the
investment
measured
at
equity
with
the
recoverable
value;
any
impairment
value
is
allocated
to
the
investment
as a whole with an offsetting entry in the statement of profit or loss.
viii.
Transactions derecognised during the consolidation process
When
preparing
the
consolidated
financial
statements,
unrealised
gains
and
losses
resulting
from
intra-group
transactions
are
derecognised,
as
are
the
entries
giving
rise
to
payables
and
receivables,
and
costs
and
revenues
between the companies included in the basis of consolidation.
Unrealised
gains
and
losses
generated
on
transactions
with
associated
companies
or
joint
ventures
are
derecognised to the extent of the Group’s percentage interest in those companies.
Dividends collected from consolidated companies are derecognised.
ix.
Currency conversion criteria and exchange rates applied to the financial statements
Figures expressed in currencies other than the accounting currency (Euro) are converted as follows:
statement
of
profit
or
loss
items
are
converted
at
the
average
exchange
rate
for
the
period,
while
statement
of
financial
position
items
are
converted
at
period-end
exchange
rates;
exchange
rate
differences
resulting
from
the
application
of
differing
criteria
for
conversion
to
the
Euro
of
statement
of
profit
or
loss
and
statement
of
financial
position
items
are
recorded
under
the
currency
translation
reserve
under
shareholders’
equity
until
the
investment in question is sold;
any
conversion
differences
between
the
value
of
initial
shareholders’
equity,
as
converted
at
end-of-period
exchange
rates,
and
the
value
of
shareholders’
equity
for
the
previous
year
converted
at
current
exchange
rates
are also recorded under the currency translation reserve.
When
preparing
the
consolidated
statement
of
cash
flows,
average
exchange
rates
were
used
to
convert
the
cash
flows of subsidiaries outside the Eurozone.
The key exchange rates used for conversion transactions are shown below.
for the year ended 31
December 2021
for the year ended 31
December 2020
(1)
The average exchange rate of the Argentine Peso was equal to the spot exchange rate at the reporting date.
x.
Hyperinflation
If
a
subsidiary
operates
in
a
hyperinflationary
economy,
the
related
economic
and
financial
results
are
adjusted
in
accordance
with
the
method
established
by
IFRS,
before
being
translated
into
the
functional
currency
of
the
Group
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
133
(Euro).
The
economic
and
financial
data
are
restated
in
local
currency,
taking
into
account
the
current
purchasing
power
of
the
currency
on
the
financial
statements
date.
This
process
requires
a
number
of
complex
procedural
steps, which are
maintained
consistent over time.
The restatement procedures used by the Group are as follows:
a) selection of a general price index;
b) segregation of cash and non-cash items;
c) restatement of non-cash items;
d) restatement of the
statement of profit or loss
;
e) calculation of monetary profit or loss;
g) restatement of adjusted balance-sheet and income-statement values.
The
effect
of
restating
non-cash
items
is
recognised
in
the
statement
of
profit
or
loss
under
net
financial
income
(expenses).
The
restated
statement
of
profit
or
loss
is
converted
into
Euro
by
applying
the
spot
exchange
rate
at
the
end
of
the period instead of the average exchange rate for the period.
No
restatement
of
the
values
presented
in
the
comparative
period
prior
to
the
official
declaration
of
the
subsidiary’s
adoption of hyperinflationary accounting is required in the Group’s consolidated figures.
The
indices
used
to
remeasure
the
values
at
31
December
2021,
in
accordance
with
hyperinflationary
economies
IFRS
rules,
are
shown
in
the
table
below.
Specifically,
the
national
Consumer
Price
Index
(‘nationwide
CPI’)
of
Argentina was used.
for the years ending 31 December
xi.
Reclassification of comparative figures at 31 December 2020
Reclassifications for purchase price allocation
On
10
June
2020,
the
Campari
Group
completed
the
acquisition
of
an
80%
interest
in
the
share
capital
of
Champagne Lallier S.a.r.l. and other companies in its group.
As
allowed
by
the
applicable
standard,
the
acquisition
values
initially
allocated
can
be
modified
during
the
measurement
period
in
which
the
acquirer
shall
retrospectively
adjust
the
provisional
amounts
recognised
at
the
acquisition
date
to
reflect
new
information
obtained
about
facts
and
circumstances
that
existed
as
of
the
acquisition
date
and,
if
known,
would
have
affected
the
measurement
of
the
amounts
recognised
as
of
that
date.
The
measurement
period
ends
as
soon
as
the
acquirer
receives
the
information
it
was
seeking
about
facts
and
circumstances
that
existed
as
of
the
acquisition
date
or
learns
that
more
information
is
not
obtainable.
However,
the
measurement
period
shall
not
exceed
one
year
from
the
acquisition
date.
The
final
fair
value
allocation
of
net
assets
identified
was
published
the
Group
half
year
condensed
consolidated
financial
statements
at
30
June
2021,
and
are
provided
as
well
here
below.
Changes
to
the
net
assets,
which
were
shown
provisionally
at
31
December
2020,
have
been
identified
separately
and
detailed
in
the
following
tables
as
required
amendments
to
the
opening
balances.
The
updated
allocation
did
not
have
a
significant
impact
on
the
statement
of
profit
or
loss,
statement
of
changes in shareholders’ equity and cash flow statement for 2020.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
134
Reclassifications of the consolidated statement of financial position
change resulting from
provisional allocation of
acquisition value
Property, plant and equipment
Intangible assets with a finite life
Investments in associates and joint ventures
Other non-current financial assets
Other current financial assets
Cash and cash equivalents
LIABILITIES AND SHAREHOLDERS' EQUITY
Issued capital and reserves attributable to shareholders of the parent Company
Non-controlling interests
Total shareholders' equity
Other non-current financial liabilities
'Post-employment benefit obligations
Provisions for risks and charges
Other non-current liabilities
Total non-current liabilities
Other current financial liabilities
Other current liabilities
Total current liabilities
Total liabilities and shareholders' equity
Reclassifications
of
the
reclassified
statement
of
financial
position
statement
in
the
management
board
report
change resulting from
provisional allocation
of acquisition value
other non-current assets and (liabilities)
operating working capital
other current assets and (liabilities)
Group shareholders' equity
non-controlling interests
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
135
Reclassifications of the operating working capital statement in the management board report
change resulting from
provisional allocation of
acquisition value
Total inventories, of which:
Operating working capital
Sales in the previous 12 months rolling
Working capital as % of sales in the previous 12 months
4.
Significant accounting policies
i.
Intangible assets
Intangible
assets
include
all
assets
without
any
physical
form
that
are
identifiable,
controlled
by
the
Company
and
capable of producing future economic benefits, as well as goodwill when purchased for a consideration.
Intangible
assets
acquired
are
recorded
under
assets,
when
it
is
likely
that
the
use
of
the
assets
will
generate
future economic benefits, and when the cost can be reliably determined.
If
acquired
separately,
these
assets
are
reported
at
acquisition
cost
including
all
allocable
ancillary
costs
on
the
acquisition date.
Intangible
assets
acquired
through
business
combinations
are
reported
separately
from
goodwill
at
fair
value,
when this can reliably be measured, on the acquisition date.
Subsequently,
intangible
assets
are
recorded
at
cost,
net
of
accumulated
amortisation
and
any
impairment
losses.
Assets
produced
internally,
are
not
capitalised
and
are
reported
in
the
statement
of
profit
or
loss
for
the
financial
year in which they are incurred; there are no significant development costs to be considered.
Intangible
assets
with
a
finite
life
are
amortised
on
a
straight-line
basis
in
relation
to
their
remaining
useful
life,
taking into account losses due to a reduction in the cumulative value.
The
period
of
amortisation
of
intangible
assets
with
a
finite
life
is
reviewed
at
least
at
the
end
of
every
financial
year
in
order
to
ascertain
any
changes
in
their
useful
life,
which,
if
identified,
will
be
treated
as
changes
in
estimates.
The
costs
of
innovation
projects
and
studies
are
recorded
in
the
income
statement
in
full
in
the
year
in
which
they
are incurred.
Costs
relating
to
industrial
patents,
concessions,
licences
and
other
intangible
fixed
assets
are
recorded
on
the
assets
side
of
the
statement
of
financial
position
only
if
they
are
able
to
produce
future
economic
benefits
for
the
company.
These
costs
are
amortised
based
on
the
period
of
use,
if
this
can
be
determined,
or
according
to
the
contract term.
Software
licences
represent
the
cost
of
purchasing
licences
and,
if
incurred,
external
consultancy
fees;
there
are
normally
no
cost
associated
with
internal
personnel
necessary
for
development.
These
costs
are
recorded
in
the
year in which the internal or external costs are incurred to train personnel and other related costs.
Cloud
computing
arrangements
under
which
the
Group
contracts
to
pay
a
fee
in
exchange
for
a
right
to
access
the
supplier’s
application
software
for
a
specified
term
and
in
which
the
cloud
infrastructure
is
managed
and
controlled
by
the
supplier,
insofar
as
access
to
the
software
is
on
an
‘as
needed’
basis
over
the
internet
or
via
a
dedicated
line
and,
the
contract
does
not
convey
any
rights
over
tangible
assets
to
the
Group,
are
managed
as
a
service
contract
with
the
related
costs
expensed
as
they
are
incurred.
Any
prepayment
giving
a
right
to
a
future
service
is
recognised
as
a
prepaid
asset.
Detailed
analysis
is
undertaken
to
determine
whether
the
implementation
costs for software hosted under cloud arrangements can be capitalised.
Goodwill
and
brands
that
result
from
acquisitions
and
qualify
as
intangible
assets
with
an
indefinite
life
are
not
amortised.
The
possibility
of
recovering
their
carrying
amount
is
ascertained
at
least
once
a
year,
and
in
any
case
when
events
occur
that
lead
to
the
assumption
of
a
reduction
in
value
based
on
the
criteria
specified
in
the
section
entitled ‘Impairment’.
For
goodwill,
a
test
is
performed
on
the
smallest
cash-generating
unit
to
which
the
goodwill
relates.
On
the
basis
of
this,
management
directly
or
indirectly
assesses
the
return
on
investment
including
goodwill.
See
also
the
paragraph on ‘Business combinations’ below.
Goodwill
write-downs
can
no
longer
be
written
back
in
future
years.
When
control
of
a
previously
acquired
company
is
transferred,
the
gain
or
loss
on
the
sale
takes
into
account
the
corresponding
residual
value
of
the
previously recorded goodwill.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
136
ii.
Business combinations
Business combinations are recorded by applying the acquisition method.
The
Group
verifies
firstly
whether
a
business
combination
falls
within
the
definition
of
a
Business
according
to
the
IFRS
guidance.
In
particular,
the
Group
deems
an
undertaking
to
be
a
business
only
if
it
is
an
integrated
set
of
activities
and
assets
that
includes
at
least
an
input
and
a
substantive
process
which,
together,
contribute
to
the
ability
to
create
an
output.
A
business
can
therefore
exist
even
without
the
inclusion
of
all
the
inputs
and
processes
necessary
to
create
an
output.
The
Group
undertakes
this
assessment
for
each
business
combination
to
segregate asset deal transaction.
The
cost
of
an
acquisition
is
determined
by
the
sum
of
the
payments
transferred
as
part
of
a
business
combination,
measured
at
fair
value,
on
the
acquisition
date
and
at
the
value
of
the
portion
of
shareholders’
equity
relating
to
non-controlling
interests,
measured
at
fair
value
or
as
a
pro-rata
share
of
the
net
assets
recognised
for
the
acquired
entity.
The
designated
methodology
for
each
acquisition
is
specified
when
the
values
deriving
from
the
allocation process are shown.
In
the
case
of
business
combinations
made
in
stages,
the
interest
previously
held
by
the
Group
in
the
acquired
business
is
revalued
at
fair
value
on
the
date
on
which
the
control
is
acquired,
and
any
resulting
gains
or
losses
are recognised in the statement of profit or loss.
Contingent
considerations
are
measured
at
fair
value
on
the
acquisition
date
and
are
included
among
the
transferred
payments
for
the
purposes
of
calculating
goodwill.
Among
other
factors,
the
nature
of
and
compensation
for
the
selling
shareholders'
continuing
employment
is
considered
to
determine
if
any
contingent
payments
are
for
post-combination
employee
services,
which
are
excluded
from
consideration.
Subsequent
changes
to
the
fair
value
of
the
contingent
considerations,
i.e.
when
the
amount
and
future
disbursement
are
dependent
on
future
events
that
are
classified
as
a
financial
instrument,
are
reported
on
the
statement
of
profit
or
loss
or
separately
in
equity
under
the
other
components
of
comprehensive
income.
The
designated
methodology
for
each
acquisition
is
specified
when
the
values
deriving
from
the
allocation
process
are
shown.
Conditional
payments
that
are
classified
as
equity
instruments
are
not
revalued;
they
are
therefore
recorded
under
equity
when settled.
Ancillary
costs
relating
to
the
transaction
are
recognised
in
the
statement
of
profit
or
loss
at
the
time
at
which
they
are
incurred.
Any
changes
in
fair
value
occurring
once
more
information
becomes
available
during
the
measurement period (12 months from the date of acquisition) are included retrospectively in goodwill.
Goodwill
acquired
in
business
combinations
is
initially
measured
at
cost,
as
the
excess
of
the
sum
of
payments
transferred
as
part
of
a
business
combination,
the
value
of
the
portion
of
shareholders’
equity
relating
to
non-
controlling
interests
and
the
fair
value
of
any
interest
previously
held
in
the
acquired
business
over
the
Group’s
portion
of
the
net
fair
value
of
the
identifiable
assets,
liabilities
and
contingent
liabilities
of
the
acquired
company.
If
the
value
of
the
net
assets
acquired
and
liabilities
assumed
on
the
acquisition
date
exceeds
the
sum
of
the
transferred
payments,
the
value
of
the
non-controlling
interests’
portion
of
shareholders’
equity
and
the
fair
value
of
any
interest
previously
held
in
the
acquired
business,
this
excess
value
is
recorded
in
the
statement
of
profit
or
loss as income from the transaction.
After
initial
recognition,
goodwill
is
measured
at
cost,
less
cumulative
impairment.
To
establish
whether
impairment
has
occurred,
the
goodwill
acquired
in
a
business
combination
is
allocated
from
the
acquisition
date
to
the
individual
cash-generating
units
or
to
the
groups
of
cash-generating
units
likely
to
benefit
from
merger
synergies,
regardless
of
whether
other
assets
or
liabilities
from
the
acquisition
are
assigned
to
these
units
or
groups
of
units.
When
the
goodwill
is
part
of
a
cash-generating
unit
(or
group
of
cash-generating
units)
and
some
of
the
internal
assets
of
the
unit
are
sold,
the
goodwill
associated
with
the
assets
sold
is
included
in
the
carrying
amount
of
the
assets
in
order
to
establish
the
gain
or
loss
generated
by
the
sale.
Goodwill
sold
in
this
way
is
measured
according
to the relative value of the assets sold compared with the value of the remaining portion of the unit.
iii.
Recognition of non-controlling interests
Non-controlling
interests
relate
to
the
portion
of
a
subsidiary’s
shareholders’
equity
that
is
not
directly
or
indirectly
attributable to the Group.
Non-controlling interests are determined using one of the following methods:
based
on
the
subsidiary’s
proportionate
share
of
net
assets,
determined
according
to
the
rules
set
out
by
the
accounting standard for business acquisitions;
in proportion to the price paid (i.e. at fair value).
The
choice
of
method
for
determining
non-controlling
interests
is
made
on
a
case-by-case
basis
separately
for
each business combination.
If
there
are
cross-mechanisms
which
give
the
Group
the
right
to
acquire
the
non-controlling
interests
(call
option
agreement)
or
rights
to
sell
the
same
to
the
Group
(put
option
agreement)
or
a
combination
of
both
(put
and
call
option
agreements),
an
analysis
is
made
as
to
whether
the
risks
and
benefits
connected
with
the
share
of
legal
ownership
of
the
business
to
which
the
non-controlling
interests
pertain
are
broadly
attributable
to
the
latter
or
to
the
Group.
These
rights
to
purchase
or
sell
the
non-controlling
interests
may
be
set
at
a
fixed
price,
a
variable
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
137
price
or
a
fair
value,
and
may
be
exercisable
on
a
fixed
date
or
at
any
time
in
the
future.
Each
of
these
variables
is examined to determine the effects on the presentation of the accounts.
If
the
non-controlling
interests
have
an
effective
involvement
in
the
conduct
of
the
business,
those
interests
must
continue
to
be
represented
in
addition
to
the
Group’s
shareholders’
equity
and,
at
the
same
time,
the
financial
liability
for
contingent
deferred
consideration
for
the
put
and/or
call
option
agreements
(normally
set
at
a
variable
price) estimated to be paid on the exercise of those options, must be recorded.
Movements
in
the
estimated
liability
in
respect
of
options
are
recognised
in
retained
earnings.
At
the
close
of
each
year, the effects of agreements with non-controlling interests are shown as follows:
an
allocation
is
made
of
the
portion
of
net
shareholders’
equity
that
would
have
been
recognised
under
non-
controlling
interests,
including
the
related
operating
result,
as
well
as
the
changes
to
the
consolidated
statement
of profit or loss and the dividends paid during the year;
non-controlling
interests
recognised
at
the
time
of
initial
acquisition
(a)
are
shown
as
if
they
were
eliminated
on
that date and deducted from the financial liabilities for put and/or call options;
financial
liabilities
associated
with
put
and/or
call
option
agreements
are
shown
at
fair
value
(b)
as
changes
in
the Group’s shareholders’ equity, without the need for measurement based on amortised cost;
the difference between (a) and (b) is recorded under the Group’s shareholders’ equity.
The
financial
liability
for
contingent
consideration
in
the
form
of
put
and/or
call
options,
measured
at
its
fair
value,
is
not
considered
to
be
one
of
the
components
of
the
purchase
price
to
be
allocated
to
the
net
assets
of
the
acquired
business.
Any
subsequent
remeasurements
of
the
fair
value
of
the
financial
liability
relating
to
the
put
and/or
call
option
agreements
are
treated
as
transactions
with
minority
shareholders
and
recognised
under
the
Group’s shareholders’ equity up to the date of their liquidation.
If
the
risks
and
benefits
associated
with
ownership
of
the
non-controlling
interests
are
borne
by
the
Group,
the
non-controlling
interests
are
not
shown.
The
financial
liability
for
put
and/or
call
options
is
considered
to
be
one
of
the
components
of
the
purchase
price
to
be
allocated
to
the
net
assets
of
the
acquired
business.
Any
change
in
the liability is recorded as financial income (expense) in the Group results.
iv.
Property, plant and equipment
Property,
plant
and
equipment
are
recorded
at
acquisition
or
production
cost,
gross
of
capital
grants
(if
received)
and
directly
charged
expenses
and
are
not
revalued.
Subsequently,
tangible
fixed
assets
are
recorded
at
cost
net
of
accumulated
depreciation
and
any
impairment
losses.
Any
costs
incurred
after
purchase
are
only
capitalised
if
they increase the future financial benefits generated by using the asset.
The
replacement
costs
of
identifiable
components
of
complex
assets
are
allocated
to
assets
on
the
statement
of
financial
position
and
depreciated
over
their
useful
life.
The
residual
value
recorded
for
the
component
being
replaced
is
allocated
to
the
statement
of
profit
or
loss;
other
costs
are
charged
to
profit
or
loss
when
the
expense
is incurred.
Financial
expenses
incurred
in
respect
of
investments
in
assets
which
normally
take
a
substantial
period
of
time
to
be
prepared
for
use
or
sale
are
capitalised
and
depreciated
over
the
useful
life
of
the
asset
class
to
which
they
belong. All other financial expenses are posted to the statement of profit or loss when incurred.
Ordinary
maintenance
and
repair
expenses
are
expensed
in
profit
or
loss
in
the
period
in
which
they
are
incurred.
If
there
are
current
obligations
for
dismantling
or
removing
assets
and
cleaning
up
the
related
sites,
the
carrying
amount
of
the
assets
includes
the
estimated
costs
(discounted
to
present
value)
to
be
incurred
when
the
structures
are abandoned, which are posted as an offsetting entry to a specific provision.
Depreciation
is
applied
using
the
straight-line
method,
based
on
each
asset’s
estimated
useful
life
as
established
in
accordance
with
the
company’s
plans
for
use
of
such
assets,
taking
into
account
wear
and
tear
and
technological obsolescence, and the likely estimated realisable value net of disposal costs.
When
the
tangible
asset
consists
of
several
significant
components
with
different
useful
lives,
depreciation
is
applied to each component individually.
The
amount
to
be
depreciated
is
represented
by
the
carrying
amount,
less
the
estimated
residual
value,
at
the
end of its useful life, if this value is significant and can reasonably be determined.
Land,
even
if
acquired
in
conjunction
with
a
building,
is
not
depreciated,
and
nor
are
held-for-sale
tangible
assets,
which
are
reported
at
the
lower
of
their
carrying
amount
and
fair
value
less
cost
to
sell.
Barrels
are
depreciated
based
on
the
useful
life,
which
can
vary
depending
on
the
maturing
work
in
progress
for
the
liquid.
For
lease-hold-
improvements,
the
period
of
depreciation
is
the
shorter
of
the
economic
life
of
the
asset
and
the
contract
duration
of the underlying lease agreement.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
138
The Group depreciation rate ranges are as follows:
business related properties and light construction:
3%-10%
plant and machinery:
10%
furniture, office and electronic equipment:
10%-20%
vehicles:
20%-25%
miscellaneous equipment:
20%-30%
Depreciation
ceases
on
the
date
on
which
the
asset
is
classified
as
held
for
sale
or
on
which
the
asset
is
derecognised for accounting purposes, whichever occurs first.
A
tangible
asset
is
derecognised
from
the
statement
of
financial
position
at
the
time
of
sale
or
when
there
are
no
future economic benefits associated with its use or disposal.
Any profits or losses are included in the statement of profit or loss in the year of this derecognition.
v.
Grants
The
Group
recognises
unconditional
public
grants,
including
those
relating
to
biological
assets,
in
the
statement
of
profit
or
loss
for
the
period
in
which
the
Group
has
complied
with
all
the
underlying
conditions
to
be
entitled
to
receive
the
grant.
Grants
made
to
compensate
the
Group
for
certain
expenses
incurred
in
the
operation
of
business, are recognised in the statement of profit or loss when the expenses are incurred.
Capital
grants
are
recorded
when
there
is
a
reasonable
certainty
that
all
the
requirements
necessary
for
access
to
such
grants
have
been
met
and
that
the
grant
will
be
disbursed.
This
generally
occurs
when
the
decree
acknowledging
the
grant
is
issued.
Capital
grants
that
relate
to
tangible
fixed
assets
are
recorded
as
deferred
income
and
credited
to
the
statement
of
profit
or
loss
over
the
whole
period
corresponding
to
the
useful
life
of
the
asset in question.
vi.
Impairment
Intangible
assets
with
an
indefinite
useful
life
and
goodwill
are
subjected
to
impairment
tests
every
year,
or
more
frequently
if,
there
is
any
indication
that
the
asset
may
be
impaired.
With
reference
to
intangible
assets
with
finite
useful
life
and
tangible
assets
the
Group
ascertains,
at
least
once
a
year,
whether
there
are
indicators
of
potential
impairment.
If
the
Group
finds
that
such
indications
exist,
it
estimates
the
recoverable
value
of
the
relevant
asset.
The
ability
to
recover
the
assets
is
ascertained
by
comparing
the
carrying
amount
to
the
related
recoverable
value,
which is represented by the higher of the fair value less cost of disposal, and the value in use.
In
the
absence
of
a
binding
sale
agreement,
the
fair
value
is
estimated
on
the
basis
of
recent
transaction
values
in
an
active
market
or
based
on
the
best
information
available
to
determine
the
amount
that
could
be
obtained
from
selling
the
asset.
The
value
in
use
is
determined
by
discounting
expected
cash
flows
resulting
from
the
use
of
the
asset,
and
if
significant
and
reasonably
determinable,
the
cash
flows
resulting
from
its
sale
at
the
end
of
its
useful life.
Cash
flows
are
determined
on
the
basis
of
reasonable,
documentable
assumptions
representing
the
best
estimate
of
the
future
economic
conditions
that
will
occur
during
the
remaining
useful
life
of
the
asset,
with
greater
weight
given
to
external
information.
Growth
rate
assumptions
are
applied
to
the
years
beyond
the
business
plan
horizon.
The discount rate applied takes into account the implicit risk of the business segment.
When
it
is
not
possible
to
determine
the
recoverable
value
of
an
individual
asset,
the
Group
estimates
the
recoverable value of the unit generating the financial flows to which the asset belongs.
Impairment
loss
is
recorded
if
the
recoverable
value
of
an
asset
is
lower
than
its
carrying
amount,
by
posting
the
related
cost
in
the
statement
of
profit
or
loss.
In
the
event
that
in
subsequent
periods,
circumstances
arise
in
support
of
an
impaired
asset
other
than
goodwill
that
has
recovered
the
lost
value,
the
carrying
amount
of
the
asset
or
the
related
cash-generating
unit
is
increased
to
reflect
the
new
estimate
of
recoverable
value,
which
may
not
exceed
the
value
that
would
have
been
calculated
if
no
impairment
had
been
recorded.
The
recovery
of
impairment is posted in the statement of profit or loss.
vii.
Investment property
Property
and
buildings
held
to
generate
rental
income
(investment
property)
are
valued
at
cost
less
accumulated
depreciation
and
impairment
losses.
The
depreciation
rate
for
buildings
is
that
used
for
the
relevant
fixed
asset
category.
Investment
property
is
derecognised
from
the
statement
of
financial
position
when
sold
or
when
it
becomes permanently unusable, and no future economic benefits are expected from its disposal.
viii.
Leases
The
Group
has
various
agreements
in
place
for
the
use
of
offices,
vehicles,
machinery,
shops
and
other
minor
assets
belonging
to
third
parties.
Lease
agreements
are
generally
entered
into
for
a
term
of
3-10
years
but
may
contain
options
to
extend
them.
The
terms
of
a
lease
are
negotiated
individually
and
may
contain
a
wide
range
of
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
139
different
terms
and
conditions.
Such
agreements
do
not
include
covenants,
but
the
leased
assets
may
be
used
to
guarantee the liability arising from contractual commitments.
Rights
of
use
are
valued
at
cost,
net
of
accumulated
amortisation
and
impairment
losses
and
adjusted
after
each
remeasurement
of
the
lease
liabilities.
The
value
assigned
to
the
rights
of
use
corresponds
to
the
amount
of
the
lease
liabilities
recognised,
plus
initial
direct
costs
incurred,
lease
payments
settled
on
the
start
date
of
the
agreement
or
previously,
and
restoration
costs,
net
of
any
lease
incentives
received.
Restoration
costs,
which
may
be
recognised
in
rare
cases,
normally
relate
to
offices,
for
which
there
could
be
a
contractual
requirement
to
restore
them
to
their
original
state
at
the
end
of
the
lease
agreement.
The
Group
estimates
the
fair
value
of
the
restoration
obligation
based
on
the
agreement
with
the
lessor
or
by
using
expert
valuations
of
third
parties.
The
value
of
the
liability,
discounted
to
present
value,
as
determined
above,
increases
the
right
of
use
of
the
underlying
asset,
and
a
dedicated
provision
is
created
to
offset.
Unless
the
Group
is
reasonably
certain
that
it
will
obtain
ownership
of
the
leased
asset
at
the
end
of
the
lease
term,
the
rights
of
use
are
amortised
on
a
straight-line
basis
over its estimated useful life or the term of the agreement, whichever is the shorter.
The
financial
liability
for
leases
is
recognised
on
the
start
date
of
the
agreement
at
a
total
value
equal
to
the
present
value
of
the
lease
payments
to
be
made
during
the
term
of
the
agreement,
discounted
to
present
value
using
incremental
borrowing
rates
(IBR)
when
the
implicit
interest
rate
in
the
lease
agreement
cannot
easily
be
determined
(explicit
interest
rates
in
lease
agreements
are
rare).
The
incremental
borrowing
rates
used
to
evaluate
leasing
contracts
are
determined
by
the
Group
and
are
revised
on
a
recurring
basis;
they
are
applied
to
all
agreements
with
similar
characteristics,
which
are
treated
as
a
single
portfolio
of
agreements.
The
rates
are
determined
using
the
average
effective
debt
rate
of
the
subsidiary,
appropriately
adjusted
as
required
by
the
accounting
rules,
to
simulate
a
theoretical
interest
rate
consistent
with
the
agreements
being
valued.
The
most
important
elements
considered
in
adjusting
the
rate
are
the
credit-risk
spread
of
each
country
observable
on
the
market and the varying durations of the lease agreements.
After
the
start
date,
the
amount
recorded
for
the
liabilities
relating
to
lease
contracts
increases
to
reflect
the
accrual
of
interest
and
decreases
to
reflect
the
payments
made.
Each
lease
payment
is
divided
into
a
repayment
of
the
capital
portion
of
the
liability
and
a
financial
cost.
The
financial
cost
is
charged
to
the
statement
of
profit
or
loss
over
the
term
of
the
agreement
to
reflect
a
constant
interest
rate
on
the
remaining
debt
portion
of
the
liability
for
each period.
If
there
are
sublease
agreements
or
agreements
to
modify
the
lease
agreement,
the
rules
required
by
IFRS
16-
‘Leases’, are applied.
The
term
of
the
lease
is
calculated
taking
into
account
the
non-cancellable
period
of
the
lease,
together
with
the
periods
covered
by
an
option
to
extend
the
agreement
if
it
is
reasonably
certain
that
it
will
be
exercised,
or
any
period
covered
by
an
option
to
terminate
the
lease
contract,
if
it
is
reasonably
certain
that
it
will
not
be
exercised.
The
Group
assesses
whether
it
is
reasonably
certain
that
it
will
exercise
the
options
to
extend
or
will
terminate
the agreements taking into account all the relevant factors that create a financial incentive for such decisions.
Lease
incentives
received
at
the
latest
by
the
start
date
of
the
agreement
are
deducted
directly
from
the
value
of
the
right
of
use;
the
corresponding
value
reflects
the
money
already
received,
net
of
the
credit
amount
to
be
collected.
Lease
incentives
agreed
during
the
term
of
the
agreement
are
considered
to
be
amendments
to
the
original
agreement,
measured
at
the
date
of
the
amendment,
with
a
resulting
impact
of
the
same
value
on
both
the right of use and the liability relating to leases.
The
management
is
required
to
make
estimates
and
assumptions
that
might
influence
the
valuation
of
the
right
of use and the financial liability for leases, including the determination of:
whether the arrangements are or contains a lease by applying the lease definition;
terms of the agreement;
interest rate used to discount future lease payments to current value.
The
agreements
are
either
included
or
excluded
from
the
application
of
the
standard
based
on
a
detailed
analysis
carried
out
for
each
agreement
and
in
line
with
the
rules
laid
down
by
IFRS
standards.
Variable
lease
payments
that
are
not
linked
to
an
index
or
rate
continue
to
be
charged
to
the
statement
of
profit
or
loss
as
costs
for
the
period.
ix.
Financial instruments
Financial instruments held by the Group are categorised as follows.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
140
Financial assets
Financial
assets
include
investments,
short-term
securities
and
financial
receivables,
which,
in
turn,
include
the
positive fair value of financial derivatives, trade and other receivables and cash and cash equivalents.
Specifically,
cash
and
cash
equivalents
include
cash,
bank
deposits
and
highly
liquid
securities
that
are
readily
convertible
into
cash
and
are
subject
to
an
insignificant
risk
of
a
change
in
value.
Deposits
and
securities
included
in
this
category
mature
in
less
than
three
months
based
on
the
conditions
existing
on
the
date
of
the
acquisition
of
the
asset.
Current
securities
include
short-term
securities
or
marketable
securities
that
represent
a
temporary
investment of cash and do not meet the requirements for classification as cash and cash equivalents.
Financial
assets
are
classified
and
measured
on
the
basis
of
a
business
model
developed
by
the
Group.
The
business
model
has
been
defined
at
a
level
that
reflects
the
way
in
which
groups
of
financial
assets
are
managed
to
achieve
a
particular
business
objective.
The
model’s
measurement
process
requires
an
assessment
based
in
part
on
quantitative
and
qualitative
factors
relating
to,
for
example,
the
way
in
which
the
performance
of
the
financial
assets
in
question
is
communicated
to
management
with
strategic
responsibilities
and
the
way
in
which
the risks connected with these financial assets are managed.
The Group measures a financial asset at amortised cost if it meets both of the following conditions:
it
is
held
under
a
business
model
whose
objective
is
to
hold
assets
in
order
to
collect
contractual
cash
flows;
and,
its
contractual
terms
and
conditions
are
such
that
the
cash
flows
generated
by
the
asset
are
attributable
exclusively to payments of the principal and the related interest.
Financial
assets
measured
at
amortised
cost
are
measured
at
fair
value
at
the
time
of
initial
recognition;
subsequent
measurements
reflect
the
repayments
made,
the
effects
of
applying
the
effective
interest
method
and
any
write-downs.
Any
gain
or
loss
made
on
derecognition
is
recognised
in
profit
or
loss,
together
with
foreign
exchange gains and losses.
Financial
assets
also
include
investments
in
companies
that
are
not
held
for
trading.
These
assets
are
strategic
investments,
and
the
Group
has
decided
to
recognise
changes
in
the
related
fair
values
through
profit
or
loss
(FVTPL).
Financial
assets
represented
by
debt
securities
are
classified
and
valued
in
the
statement
of
financial
position
based
on
the
business
model
adopted
to
manage
these
financial
assets
and
on
the
financial
flows
associated
with
each
financial
asset.
They
are
measured
at
fair
value
through
other
comprehensive
income
(FVOCI)
if
all
the
conditions required by IFRS 9 are respected.
Impairment of a financial asset
Financial
assets
are
tested
for
recoverability
by
applying
an
impairment
model
based
on
the
expected
credit
loss
(ECL).
The
Group
applies
the
simplified
method
for
trade
receivables,
which
considers
the
probabilities
of
default
over
the
financial
instrument’s
life
(lifetime
expected
credit
losses).
In
making
impairment
assessments,
the
Group
considers
its
historical
credit
loss
experience,
adjusted
for
forward-looking
factors
specific
to
the
nature
of
the
Group’s
receivables
and
economic
environment.
If
any
such
evidence
exists,
an
impairment
loss
is
recognised
under
selling,
general
and
administrative
expenses.
More
specifically,
non-performing
receivables
are
analysed
based
on
the
debtor’s
creditworthiness
and
ability
to
pay
the
sums
due,
as
well
as
the
degree
of
effective
coverage
provided by any collateral and personal guarantees in existence.
With
regard
to
trade
receivables,
two
approaches
are
applied
to
estimate
impairment,
based
on
the
specific
characteristics
of
the
individual
countries
in
which
the
Group
operates
and
its
constant
growth
at
a
global
level:
one
is
a
matrix-based
model
and
the
other
applies
the
probability
of
default
(PD)
obtained
from
external
sources
specialising
in
the
country
in
which
each
subsidiary
is
located.
The
provision
matrix,
including
the
overall
actual
result of the year, is reported in the relevant disclosure notes.
A
financial
asset
is
considered
to
be
impaired
when
internal
or
external
information
indicates
that
it
is
unlikely
that
the Group will receive the full contractual amount.
Lastly,
with
regard
to
other
financial
assets
measured
at
amortised
cost,
and,
more
specifically,
cash
and
cash
equivalents,
the
impact
in
terms
of
expected
loss
is
not
considered
material
and
for
this
reason
no
adjustment
is
made to the book values.
Financial liabilities
Financial
liabilities
include
financial
payables
which,
in
turn,
include
the
negative
fair
value
of
financial
derivatives,
trade payables and other payables.
Financial
liabilities
are
classified
and
measured
at
amortised
cost,
except
for
financial
liabilities
that
are
initially
measured
at
fair
value,
for
example,
financial
liabilities
relating
to
earn-out
linked
to
business
combinations
and
derivative instruments and financial liabilities for put options on non-controlling interests.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
141
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
142
Derecognition of financial assets and liabilities
A
financial
asset
(or,
where
applicable,
a
part
of
a
financial
asset
or
part
of
a
group
of
similar
financial
assets)
is
primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
the rights to receive cash flows from the asset have expired or,
the
Group
has
transferred
its
rights
to
receive
cash
flows
from
the
asset
or
has
assumed
an
obligation
to
pay
the
received
cash
flows
in
full
without
material
delay
to
a
third
party
under
a
‘pass-through’
arrangement;
and
either
(i)
the
Group
has
transferred
substantially
all
the
risks
and
rewards
of
the
asset,
or
(ii)
the
Group
has
neither
transferred
nor
retained
substantially
all
the
risks
and
rewards
of
the
asset,
but
has
transferred
control
of the asset
A
financial
liability
is
derecognised
when
the
obligation
under
the
liability
is
discharged
or
cancelled
or
expires.
When
an
existing
financial
liability
is
replaced
by
another
from
the
same
lender
on
substantially
different
terms,
or
the
terms
of
an
existing
liability
are
substantially
modified,
such
an
exchange
or
modification
is
treated
as
the
derecognition
of
the
original
liability
and
the
recognition
of
a
new
liability.
The
difference
in
the
respective
carrying
amounts is recognised in the statement of profit or loss.
Financial derivatives and hedging transactions
Financial
derivatives
embedded
in
contracts
in
which
the
primary
element
is
a
financial
asset
that
falls
within
the
scope
of
IFRS
9
are
not
treated
separately.
The
hybrid
instrument
is
instead
examined
as
a
whole
for
classification
in the statement of financial position and subsequent measurement.
Financial
derivatives
are
used
exclusively
for
hedging
purposes
to
reduce
exchange
and
interest-rate
risk.
Financial
derivatives
are
only
accounted
for
by
applying
the
methods
established
for
hedge
accounting
(fair
value
hedge
or
cash
flow
hedge)
if,
at
the
start
of
the
hedging
period,
the
hedging
relationship
has
been
designated.
It
is
assumed
that
the
hedge
is
highly
effective:
it
must
be
possible
for
this
effectiveness
to
be
reliably
measured
during the accounting periods for which it is designated. All financial derivatives are measured at fair value.
Where
financial
instruments
meet
the
requirements
to
be
reported
using
hedge
accounting
procedures,
the
following accounting treatment is applied:
fair
value
hedge:
if
a
financial
derivative
is
designated
as
a
hedge
against
exposure
to
changes
in
the
fair
value
of
an
asset
or
liability
attributable
to
a
particular
risk
that
could
have
an
impact
in
the
statement
of
profit
or
loss,
the
gains
or
losses
resulting
from
subsequent
measurements
of
the
fair
value
of
the
hedging
instrument
are
reported
in
the
statement
of
profit
or
loss.
The
gain
or
loss
on
the
hedged
item,
which
is
attributable
to
the
hedged
risk,
is
reported
as
a
portion
of
the
carrying
amount
of
this
item
and
as
an
offsetting
entry
in
the
statement
of profit or loss;
cash
flow
hedge:
if
a
financial
instrument
is
designated
as
a
hedge
of
exposure
to
fluctuations
in
the
future
cash
flow
of
an
asset
or
liability
recorded
in
the
financial
statements,
or
of
a
transaction
that
is
considered
to
be
highly
probable
and
that
could
have
an
impact
on
the
statement
of
profit
or
loss,
the
effective
portion
of
the
gains
or
losses
on
the
financial
instrument
is
recognised
in
the
statement
of
other
comprehensive
income.
Cumulative
gains
or
losses
are
reversed
from
shareholders’
equity
and
recorded
in
the
statement
of
profit
or
loss
in
the
same
period
in
which
the
transaction
being
hedged
has
an
impact
on
the
statement
of
profit
or
loss.
The
gain
or
loss
associated
with
a
hedge
or
the
portion
of
a
hedge
that
has
become
ineffective
is
posted
to
the
statement
of
profit or loss when the ineffectiveness is reported.
If
a
hedge
instrument
or
hedge
relationship
is
closed
out,
but
the
transaction
being
hedged
has
not
been
carried
out,
the
cumulative
gains
and
losses,
which,
until
that
time
had
been
posted
to
shareholders’
equity,
are
recognised in the income statement at the time in which the related transaction is carried out.
If
the
transaction
being
hedged
is
no
longer
considered
likely
to
take
place,
the
pending
unrealised
profits
or
losses in shareholders’ equity are recorded in the statement of profit or loss.
If
hedge
accounting
cannot
be
applied,
any
gains
or
losses
resulting
from
measuring
the
financial
derivative
at
its
present value are posted to the statement of profit or loss.
A
highly
probable
intra-group
transaction
qualifies
as
a
hedged
item
in
a
cash
flow
hedge
of
exchange
rate
risk,
provided
that
the
transaction
is
denominated
in
a
currency
other
than
the
functional
currency
of
the
company
entering into the transaction and that the financial statements are exposed to exchange rate risk.
In
addition,
if
the
hedge
of
a
forecast
intra-group
transaction
qualifies
for
hedge
accounting,
any
gain
or
loss
that
is
recognised
directly
in
the
statement
of
other
comprehensive
income
must
be
reclassified
in
the
statement
of
profit
or
loss
in
the
same
period
in
which
the
currency
risk
of
the
hedged
transaction
affects
the
consolidated
statement of profit or loss.
Financial guarantee contract liabilities
The
Group
recognises
financial
guarantees
as
a
financial
liability
if
the
likelihood
of
these
guarantees
being
called
is
assessed
not
to
be
remote
and
the
Group
is
expected
to
be
liable
for
any
legal
obligation
in
respect
of
these
financial
guarantee
agreements.
Financial
guarantee
contract
liabilities
are
measured
initially
at
their
fair
values.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
143
These
liabilities
are
subsequently
measured
at
the
higher
of
the
amount
determined
under
IAS
37
and
the
amount
initially
recognised
(i.e.
fair
value)
less,
where
appropriate,
any
cumulative
amortisation
of
the
initial
amount
recognised.
They
are
represented
as
a
long-
or
short-term
financial
liability,
depending
on
the
time
of
the
expected
execution of the guarantees.
If
the
likelihood
of
these
guarantees
being
called
is
assessed
to
be
remote,
they
are
treated
as
commitments
with
disclosure
requirements
only.
It
occurs
when
they
are
represented
as
other
forms
of
security
in
favour
of
third
parties, such as customs guarantees for excise duties and guarantees to grant credit lines.
x.
Own shares
Own shares (both ordinary and special voting shares) are reported as a reduction in shareholders’ equity.
The
original
cost
of
own
shares
and
the
economic
effects
of
any
subsequent
sales
are
reported
as
movements
in
shareholders’ equity.
xi.
Inventories
Inventories
of
raw
materials
and
semi-finished
and
finished
products
are
valued
at
the
lower
of
purchase
or
production cost, determined using the weighted average method, and market value.
Work
in
progress
is
recorded
at
the
acquisition
cost
of
the
raw
materials
used
including
the
actual
production
costs incurred up to the point of production reached.
Inventories
of
raw
materials
and
semi-finished
products
that
are
no
longer
of
use
in
the
production
cycle
and
inventories of unsaleable finished products are fully written down.
xii.
Biological assets
The
Group’s
biological
assets
include
grapes
for
champagne
production,
sugar
cane
plantations
and
agave,
which
are used as raw materials for the production of spirits.
Grape
vines
remain
classified
as
fixed
biological
assets
valued
at
cost,
net
of
accumulated
depreciation
and
accumulated
impairment
losses.
Immature
vines
are
stated
at
accumulated
cost.
Capitalisation
of
costs
ceases
when
the
vines
reach
maturity.
Depreciation
commences
when
the
grape
vines
are
considered
mature,
which
is
when
they
produce
their
first
commercially
viable
crop.
Grapes
growing
on
the
plant
are
immediately
classified
as
biological
inventory
since
agricultural
output
covers
a
one-year
period
and
the
harvest
is
expected
to
occur
in
the
second
half
of
the
year.
Taking
into
account
the
biological
and
vegetative
cycle,
all
the
costs
incurred
in
anticipation
of
the
future
harvest
(service,
products
and
other
ancillary
costs)
are
considered
as
inventory
in
current
biological
assets
at
the
reporting
date
at
a
value
that
is
in
line
with
the
fair
value
of
the
growing
grapes
based on available information on commodities markets.
Sugar
cane
plantations
remain
classified
as
fixed
biological
assets
valued
at
cost,
net
of
accumulated
depreciation
and
accumulated
impairment
losses
up
to
the
harvest,
which
occurs
from
February
to
June.
At
the
harvest
time
the
agricultural
output
that
covers
a
one-year
period,
is
classified
as
an
inventory
item
at
a
value
estimated
based
on
the
costs
of
infrastructure,
land
preparation
and
sugar
cane
cultivation,
with
reference
to
an
active
market
for
comparable plantation and similar output in terms of age and qualitative characteristics, if available.
Agave
plantations
remain
classified
as
fixed
biological
assets
valued
at
cost,
net
of
accumulated
depreciation
and
accumulated
impairment
losses.
The
vegetative
cycle
for
the
ripening
of
the
agave
fruit
is
approximately
six
years.
During
this
period
the
agave
plants
have
not
yet
matured
to
be
used
for
distillation
purposes
but
can
theoretically
be
sold
as
medium-aged
plants.
Agave
cannot
be
distinguished
from
planting
and
can
only
be
harvested
once.
The
value
of
the
growing
product
is
represented
as
biological
inventory
and
the
reported
fair
value
is
estimated
on
the
basis
of
the
costs
of
infrastructure,
soil
preparation
and
agave
cultivation,
in
the
absence
of
an
active
reference
market
for
comparable
plantations
and
similar
productions
in
terms
of
age
and
qualitative
characteristics.
xiii.
Assets held for sale
Assets
held
for
sale
include
assets
(or
disposal
groups),
whose
carrying
amount
will
be
recovered
primarily
from
their
sale
rather
than
their
ongoing
use,
and
whose
sale
is
highly
probable
in
the
short
term
(within
one
year)
and
in the assets’ current condition.
Assets
held
for
sale
are
valued
at
the
lower
of
their
net
carrying
amount
and
fair
value
less
cost
to
sell
and
they
are not amortised.
xiv.
Employee benefits
Post-employment benefits
Group companies provide post-employment benefits to staff, both directly and by contributing to external funds.
The
procedures
for
providing
these
benefits
vary
depending
to
the
legal,
fiscal
and
economic
conditions
in
each
country in which the Group operates.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
144
Group companies provide post-employment benefits through defined contribution and/or defined benefit plans.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
145
j)
Defined benefit plans
The
Group’s
obligations
and
the
annual
cost
reported
in
the
statement
of
profit
or
loss
are
determined
by
independent actuaries using the projected unit credit method.
The
net
cumulative
value
of
actuarial
gains
and
losses
is
recorded
directly
in
the
statement
of
other
comprehensive income and is not subsequently recognised in the statement of profit or loss.
The
costs
associated
with
an
increase
in
the
present
value
of
the
obligation,
as
the
time
for
payment
of
the
benefits
draws
nearer,
are
included
under
financial
expenses.
Service
costs
are
posted
to
the
statement
of
profit
or
loss.
The
liability
recognised
represents
the
present
value
of
the
defined
benefit
obligation,
less
the
present
value
of
plan
assets.
If
an
amendment
to
the
plan
changes
the
benefits
accruing
from
past
service,
the
costs
arising
from
past
service
are
recognised
in
the
statement
of
profit
or
loss
at
the
time
the
change
to
the
plan
is
made.
The
same
treatment
is
applied
if
there
is
a
change
to
the
plan
that
reduces
the
number
of
employees
or
that
amends
the
terms
and
conditions
of
the
plan
(the
treatment
is
the
same,
regardless
of
whether
the
final
result
is
a
profit
or
a
loss).
k)
Defined contribution plans
Since
the
Group
fulfils
its
obligations
by
paying
contributions
to
a
separate
entity
(a
fund),
with
no
further
obligations,
the
company
records
its
contributions
to
the
fund
in
respect
of
employees’
service,
without
making
any actuarial calculation.
When
these
contributions
have
already
been
paid
at
the
reporting
date,
no
liabilities
are
recorded
in
the
financial
statements.
Compensation plans in the form of stock options
The
Group
pays
additional
benefits
in
the
form
of
stock
option
plans
to
employees,
directors
and
individuals
who
regularly carry out work for one or more Group companies.
Pursuant
to
IFRS
2-‘Share-Based
Payment’,
the
total
fair
value
of
the
stock
options
on
the
grant
date
is
to
be
reported
as
a
cost
in
the
statement
of
profit
or
loss,
with
an
increase
in
the
respective
shareholders’
equity
reserve,
in
the
period
beginning
at
the
time
of
allocation
and
ending
on
the
date
on
which
the
employees,
directors
and
individuals
who
regularly
carry
out
work
for
one
or
more
Group
companies
become
fully
entitled
to
receive
the
stock options.
Changes
in
the
present
value
after
the
grant
date
have
no
effect
on
the
initial
valuation
while,
in
the
event
of
changes
to
the
terms
and
conditions
of
the
plan,
any
additional
costs
are
recorded
for
each
change
that
determines
an
increase
in
the
present
value
of
the
recognised
option.
The
cost
is
recognised
as
a
portion,
for
each
period
in
which
the
vesting
conditions
have
been
met.
In
the
event
of
forfeiture
of
an
option,
the
cumulated
cost
recorded
until
that
date
is
released
to
the
statement
of
profit
or
loss.
If
an
option
is
cancelled,
it
is
treated
as
an
acceleration
of
the
vesting
period
and
any
outstanding
charge
is
recognised
immediately
in
the
statement
of
profit or loss.
The
fair
value
of
stock
options
is
represented
by
the
value
of
the
option
calculated
by
applying
the
Black-Scholes
model,
which
takes
into
account
the
terms
and
conditions
to
exercise
the
option,
the
current
share
price,
the
expected
volatility
and
dividend,
and
the
risk-free
rate,
as
well
as
the
non-vesting
conditions.
Volatility
is
estimated
with
the
help
of
data
supplied
by
a
market
information
provider
together
with
a
leading
bank
and
corresponds
to
the estimate of volatility recorded in the period covered by the plan.
The stock options are recorded at fair value with an offsetting entry in the stock option reserve.
The dilutive effect of options not yet exercised is included in the calculation of diluted earnings per share.
Share-based payments in the form of ‘Employees Share Ownership Plan’
Employee
Share
Ownership
Plan
(‘ESOP’)
is
a
share
matching
plans
offering
employees
the
opportunity
to
invest
in
Davide
Campari-Milano
N.V.
shares
for
which
free
shares
will
be
granted
after
a
certain
vesting
period.
The
free shares granted represent an equity settled arrangement.
The
accounting
treatment
for
the
ESOP
follows
the
accounting
treatment
applied
for
benefits
granted
in
the
form
of
stock
option
plans.
The
fair
value
of
the
ESOP
plan
is
represented
by
the
value
of
the
option
calculated
by
applying
the
Black-Scholes
model.
In
the
event
that
the
granting
of
the
benefit
in
the
form
of
a
share-based
scheme
is
not
permitted
or
it
is
not
effective
on
the
basis
of
specific
national
legislation,
the
same
benefits
are
granted
in
the
form
of
a
phantom
stock
option
plan.
These
plans
confer
the
same
rights
as
the
ESOP
plan
but
are
cash-settled
and
the
initial
fair
value
measurement
is
calculated
by
applying
the
Black-Scholes
model.
The
cost
resulting
from
this
valuation
is
spread
over
the
vesting
period,
with
an
impact
on
the
income
statement
using
a
long-term
liability
offsetting
account
(in
place
of
an
equity
reserve).
As
a
subsequent
measurement,
at
each
balance
sheet
date
and
at
least
once
a
year
and
on
the
settlement
date,
the
value
of
the
phantom
plan
must
be
fully
remeasured
on
the
basis
of
the
current
market
value
of
the
Davide
Campari-Milano
N.V.
shares.
Any
cumulative
changes
in
fair
value
are
recognised
in
the
income
statement
in
the
remeasurement
period
to
align
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
146
the
liability
with
the
"pro-rata"
value
of
the
expected
bonus
payment
pay-out.
This
initiative
will
start
having
an
impact on the Group’s accounts from the first quarter of 2022.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
147
The
Extra-Mile
Bonus
Plan
(‘EMB’)
awarded
in
2021
represents
a
preparatory
assignment
to
the
launch
of
the
ESOP
program
with
which
it
shares
the
main
features.
The
fair
value
of
the
EMB
plan
is
represented
by
the
awarded
number
of
rights
assigned
calculated
based
on
the
annual
base
gross
salary
of
eligible
employees
at
31
December 2020, divided by twelve.
xv.
Provisions for risks and charges and contingent assets
The provisions for risks and charges are recognised when:
there is a current legal or implicit obligation resulting from a past event;
it is likely that the fulfilment of the obligation will require some form of payment;
the amount of the obligation can be reliably estimated.
Provisions
are
recorded
at
a
value
representing
the
best
estimate
of
the
amount
that
the
company
would
reasonably have to pay to discharge the obligation or transfer it to third parties on the reporting date.
When
the
financial
impact
of
the
timing
is
significant,
and
the
payment
dates
of
the
obligations
can
be
reliably
estimated,
the
accrual
is
discounted
to
present
value.
The
change
in
the
related
provision
over
time
is
allocated
to the statement of profit or loss under ‘Financial income (expenses)’.
Provisions
are
periodically
updated
to
reflect
changes
in
estimates
of
cost,
timescales
and
discount
rates.
Revisions
to
estimates
of
provisions
are
booked
to
the
same
statement
of
profit
or
loss
item
that
contains
the
accrual
or,
if
the
liability
relates
to
tangible
assets
(i.e.
dismantling
and
restoration),
these
revisions
are
reported
as
an
offsetting
entry
to
the
related
asset.
When
the
Group
expects
that
all
or
part
of
the
provisions
will
be
repaid
by
third
parties,
a
receivable
is
recorded
under
assets
only
if
it
is
virtually
certain,
and
the
accrual
and
related
repayment are posted to the statement of profit or loss.
The
Group
discloses
purely
contingent
assets
and
provides
information
when
there
are
significant
amounts
that
are
highly
likely
to
be
realised.
The
Group
records
the
relevant
asset
only
when
the
original
uncertainty
relating
to it no longer applies and it is virtually certain that the asset will be realised.
xvi.
Restructuring provisions
The
Group
reports
restructuring
provisions
only
if
there
is
a
restructuring
obligation
deriving
from
a
formal
detailed
restructuring
programme
that
has
led
to
a
reasonable
expectation
by
interested
parties
that
the
restructuring
will
be
carried
out
with
an
outflow
of
resources
whose
amount
can
be
reliably
estimated,
either
because
the
process
has
already
started
or
because
the
main
features
of
the
restructuring
programme
have
already
been
communicated.
xvii.
Revenues from sales and services
Revenues
are
recognised
when
the
customer
gains
control
of
the
goods.
Transfer
of
control
is
determined
using
a five-step analytical model that is applied to all revenues from contracts with customers.
This
occurs
when
the
goods
are
delivered
to
the
customer,
who
has
full
discretion
over
the
sales
channel
and
price
of
the
products
themselves,
and
there
is
no
unfulfilled
obligation
that
could
affect
acceptance
by
the
customer.
Delivery
takes
place
when
the
products
have
been
shipped
to
the
specific
location,
the
risks
of
obsolescence
and
loss
have
been
transferred
to
the
customer
and
the
customer
has
accepted
the
products
in
accordance
with
the
sales
contract,
the
terms
and
conditions
of
acceptance
have
expired
or
the
Group
has
objective
evidence
that
all
criteria
for
acceptance
have
been
met.
The
Group’s
revenues
mainly
include
sales
of
spirits
on
the
market
and,
to
a
marginal
extent,
revenues
from
co-packing
services
in
some
way
linked
to
the
Group’s
core
business,
for
which
the
breakdown
of
sales
is
not
disclosed
in
consideration
of
their
limited
importance.
Their
nature,
amount,
timing
and
uncertainty,
as
well
as
the
connected
cash
flows,
are
affected
by
economic
factors
influenced
by
homogeneous
elements,
although
markets
have
different
sizes
and
maturity
profiles.
These
elements
are
primarily
attributable
to
features
of
geographical
areas
and
the
related
breakdown
by
countries
and,
secondarily,
attributable
to
the
development
of
brand
clusters
(global,
regional
and
local)
and
the
related
breakdown
by
brands.
For
the
Group,
the
four
operating
segments
managed
in
terms
of
resource
allocation,
particularly
investment
in
brand-building
and
distribution
capabilities,
are
the
following:
Americas
(‘AMERICAS’),
Southern
Europe,
Middle
East
and
Africa
(‘SEMEA’),
Northern,
Central
and
Eastern
Europe
(‘NCEE’),
and
Asia-
Pacific
(‘APAC’).
In
order
to
highlight
the
main
business
performance
drivers
in
a
geographically
diversified
context
and
assess
the
contribution
of
the
newly-acquired
brands
to
the
overall
sales
performance
of
the
Group,
further
breakdowns
by
brand
category
(global,
regional
and
local
brands)
and
for
major
brands
are
provided,
to
better
explain
their
contribution
to
the
region.
The
categorisation
of
brands
into
the
three
main
clusters
mentioned
above
is based on the geographic scale, business priorities and the growth potential of the brands themselves.
Revenues
are
recognised
at
the
price
stated
in
the
contract,
net
of
any
estimates
of
deferred
discounts
or
incentives granted to the customer in line with industry practice, for example:
volume/value discounts based on cumulative sales above a threshold at the end of a given period;
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
148
performance-based
discounts
(such
as
discounts,
rebates,
performance
bonuses,
logistical
discounts),
based
on promotional activities carried out by the customer and agreed in advance;
customer
incentives,
such
as
discount
vouchers,
free
products,
price
protection,
market
development
allowances and price reduction allowances (to compensate low sales);
product placement allowances (such as contributions for placement and range).
Historical
experience
is
used
to
estimate
deferred
discounts/incentives
based
on
agreements
with
clients,
and
revenues
are
recognised
only
to
the
extent
that
it
is
highly
probable
that
there
will
be
no
need
for
subsequent
significant adjustments.
No
element
of
financing
is
deemed
to
be
present
as
sales
are
made
with
only
a
brief
delay
before
payment:
contracts
are
not
normally
entered
into
when
there
is
more
than
one
year
between
the
transfer
of
the
goods
and
the payment by the customer.
Discounts
relating
to
specific
payment
terms
that
lower
the
Group
entity’s
collection
risk
or
reduce
administrative
costs and/or improve liquidity (such as payments at the time of sale) are recognised as a reduction in revenue.
A
liability
reducing
the
related
trade
receivable
is
recognised
for
deferred
discounts
due
to
customers
in
relation
to
sales
made
up
to
the
end
of
the
period.
Such
liabilities
can
then
be
offset
against
the
amounts
payable
by
the
customer.
Receivables
are
recognised
when
the
goods
are
delivered
as
this
is
the
point
in
time
that
the
consideration
is
unconditional because only the passage of time is required before payment is due.
The
Group
incurs
consumption
taxes
worldwide.
In
most
jurisdictions,
excise
duty
is
a
production
tax
that
is
payable
by
the
manufacturer,
becomes
payable
when
the
product
is
removed
from
captive
warehouses,
and
is
not
directly
related
to
the
sales
value:
the
excise
duty
is
consequently
recognised
as
a
cost
for
the
Group.
Excise
duties
are
normally
recovered
through
the
sales
although
they
are
generally
not
shown
as
a
separate
item
on
external
invoices.
Excise
duty
increases
are
not
always
passed
on
to
the
customer
and
if
a
customer
does
not
pay
for
the
product
received,
the
Group
cannot
request
a
refund
of
the
excise
duty.
For
excise
duties
passed
on
to
customers,
the
Group
considers
itself
an
agent
of
the
regulatory
authorities
and,
consequently,
the
re-invoiced
excise
values
are
excluded
from
the
presentation
of
net
sales
in
the
primary
statements
and
are
presented
to
offset the cost incurred by the Group.
xviii.
Recognition of costs and expenses in the statement of profit or loss
Costs
are
recognised
in
the
statement
of
profit
or
loss
when
they
relate
to
goods
and
services
consumed
during
the period.
Personnel
costs
include
stock
option
plans
(in
keeping
with
their
largely
remunerative
nature)
allocated
to
employees,
directors
and
individuals
who
regularly
carry
out
work
for
one
or
more
Group
companies.
Personnel
costs also include the share-based payments connected with the ‘Employees Share Ownership plan’.
Costs
incurred
in
developing
alternative
products
or
processes,
or
in
conducting
technological
research
and
development,
are
considered
to
be
current
costs
and
are
recognised
in
profit
or
loss
in
the
period
in
which
they
are incurred.
xix.
Financial income and expenses
Financial
income
and
expenses
(including
exchange
rate
differences)
are
mainly
recognised
in
the
statement
of
profit
or
loss
in
the
year
in
which
they
are
incurred;
recognition
in
other
components
of
the
statement
of
other
comprehensive
income
is
governed
by
the
rules
of
IFRS.
Financial
expenses
that
are
not
capitalised
are
recognised in the statement of profit or loss based on the effective interest method.
xx.
Taxation
Current
income
taxes
are
calculated
on
estimated
taxable
income
and
the
related
payable
is
recorded
under
‘Tax
payable’.
Current
tax
payables
and
receivables
are
recognised
in
the
amount
to
be
paid
to/received
from
tax
authorities
by
applying
the
tax
rates
and
regulations
in
force
or
effectively
approved
on
the
reporting
date.
In
preparing
the
above
estimates,
a
detailed
assessment
was
also
given
of
uncertainties
regarding
the
tax
treatment
of
transactions
carried out, which could give rise to disputes with the tax authorities.
Current taxes relating to items posted directly to shareholders’ equity are included in shareholders’ equity.
Other non-income taxes, such as property and capital taxes, are included in operating expenses.
Deferred
tax
assets
and
liabilities
are
calculated
on
all
temporary
differences
between
the
asset
and
liability
values
recorded
in
the
financial
statements
and
the
corresponding
values
recognised
for
tax
purposes
using
the
liability
method.
Provisions
for
deferred
taxes
that
could
be
incurred
from
the
transfer
of
undistributed
profit
from
subsidiaries
have
been
recognised
only
where
there
is
a
genuine
intention
to
transfer
that
profit.
Taxes
payable
on
undistributed
profits
are
recognised
taking
into
account
the
tax
burden
arising
from
the
distribution
profit
reserves
estimated
by
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
149
the
Group,
pertaining
to
certain
subsidiaries.
Dividend
payments
are
scheduled
over
a
medium
and
long-term
horizon, taking into account the Parent Company’s financial requirements and business needs.
Deferred
tax
assets
are
recognised
for
all
deductible
temporary
differences,
the
carry
forward
of
unused
tax
credits
and
any
unused
tax
losses.
Deferred
tax
assets
are
recognised
to
the
extent
that
it
is
probable
that
taxable
profit
will
be
available
against
which
the
deductible
temporary
differences,
and
the
carry
forward
of
unused
tax
credits
and unused tax losses can be utilised, except:
when
the
deferred
tax
asset
relating
to
the
deductible
temporary
difference
arises
from
the
initial
recognition
of
an
asset
or
liability
in
a
transaction
that
is
not
a
business
combination
and,
at
the
time
of
the
transaction,
affects
neither the accounting profit nor taxable profit or loss or
in
respect
of
deductible
temporary
differences
associated
with
investments
in
subsidiaries,
associates
and
interests
in
joint
arrangements,
deferred
tax
assets
are
recognised
only
to
the
extent
that
it
is
probable
that
the
temporary
differences
will
reverse
in
the
foreseeable
future
and
taxable
profit
will
be
available
against
which
the
temporary differences can be utilised.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
when
the
deferred
tax
liability
arises
from
the
initial
recognition
of
goodwill
or
an
asset
or
liability
in
a
transaction
that
is
not
a
business
combination
and,
at
the
time
of
the
transaction,
affects
neither
the
accounting
profit
nor
taxable profit or loss, or
in
respect
of
taxable
temporary
differences
associated
with
investments
in
subsidiaries,
associates
and
interests
in
joint
arrangements,
when
the
timing
of
the
reversal
of
the
temporary
differences
can
be
controlled
and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred
tax
assets
and
liabilities
are
determined
on
the
basis
of
the
tax
rates
projected
to
be
applicable
under
the
respective
laws
of
the
countries
in
which
the
Group
operates,
in
those
periods
in
which
the
temporary
differences are generated or derecognised.
Current
tax
assets
and
liabilities
are
offset
when
these
relate
to
income
taxes
levied
by
the
same
tax
authority
and
a
legal
right
of
set-off
exists,
provided
that
the
realisation
of
the
asset
and
the
settlement
of
the
liability
take
place simultaneously.
xxi.
Transactions in foreign currencies (not hedged with derivatives)
Revenues
and
costs
related
to
foreign
currency
transactions
are
reported
at
the
exchange
rate
applying
on
the
date on which the transaction is carried out.
Monetary
assets
and
liabilities
in
foreign
currencies
are
initially
translated
into
Euro
at
the
exchange
rate
in
effect
on
the
transaction
date
and
subsequently
converted
into
Euro
at
the
exchange
rate
applying
on
the
reporting
date,
with the difference in value being posted to the statement of profit or loss.
Non-monetary
assets
and
liabilities
arising
from
the
payment/collection
of
a
foreign
currency
advance
are
initially
recognised
at
the
exchange
rate
in
effect
on
the
transaction
date
and
are
not
subsequently
modified
to
take
account of any change in the exchange rate in effect on the reporting date.
xxii.
Earnings per share
Basic
earnings
per
share
are
calculated
by
dividing
the
Group’s
net
result
by
the
weighted
average
number
of
shares outstanding during the period, excluding any own shares held.
For
the
purposes
of
calculating
the
diluted
earnings
(loss)
per
share,
the
weighted
average
of
outstanding
shares
is adjusted in line with the assumption that all potential shares with a diluting effect will be converted.
5.
Change in accounting standards
i.
Summary of the new accounting standards adopted by the Group from 1 January
2021
Amendments
to
IFRS
9,
IAS
39,
IFRS
7,
IFRS
4
and
IFRS
16
on
‘Interest
Rate
Benchmark
Reform’
phase
2
(issued
on
27
August
2020).
The
amendments
support
companies
in
applying
IFRS
standards
when
i)
changes
are
made
to
contractual
cash
flows
or
hedging
relationships
because
of
the
reform;
and
ii)
assist
companies
in
providing
useful
information
to
users
of
financial
statements.
The
amendment
was
considered
in
the
preparation
of
this
Group’s
consolidated
financial
statements
with
no
significant
impact
to
be
reported.
For
additional
information please refer to note 11 iii-‘ Fair value information on assets and liabilities’
Amendments
to
IFRS
16-‘Leases’
Covid-19-Related
Rent
Concessions
beyond
30
June
2021
(issued
on
31
March
2021)
.
The
IFRS
16
was
amended
to
extend
the
availability
of
the
practical
expedient,
allowed
in
2020,
by
one
year.
Specifically,
the
practical
expedient
in
the
2021
amendment
applies
to
rent
concessions
for
which
any
reduction
in
lease
payments
affects
only
payments
originally
due
on
or
before
30
June
2022,
provided
the
other
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
150
conditions
for
applying
the
practical
expedient
are
met.
The
amendment,
applicable
to
annual
reporting
periods
beginning
on
or
after
1
January
2021,
was
considered
in
the
preparation
of
this
Group’s
consolidated
financial
statements with no impact to be reported.
ii.
Accounting standards, amendments and interpretations that have been endorsed
but are not yet applicable/have not been adopted in advance by the Group
The
Group
is
still
assessing
the
impact
of
these
amendments
on
its
financial
position
or
operating
results,
in
so
far as they are applicable.
Amendments to IFRS 3-‘Business Combinations’ (issued on 14 May 2020).
The
amendments
are
intended
to
replace
a
reference
to
a
previous
version
of
the
IASB’s
Conceptual
Framework
(the
1989
Framework)
with
a
reference
to
the
current
version
without
significantly
changing
its
requirements.
In
particular,
an
exception
to
the
recognition
principle
of
IFRS
3
is
added
to
avoid
the
issue
of
potential
‘day
2’
gains
or
losses
arising
for
liabilities
and
contingent
liabilities
that
would
be
within
the
scope
of
IAS
37-‘Provisions,
Contingent
Liabilities
and
Contingent
Assets’
or
IFRIC
21-‘Levies’,
if
incurred
separately.
The
exception
requires
entities
to
apply
the
criteria
in
IAS
37
or
IFRIC
21,
respectively,
instead
of
the
Conceptual
Framework,
to
determine
whether a present obligation exists at the acquisition date.
The first application scheduled for 1 January 2022.
Amendments
to
IAS
16-‘Property,
Plant
and
Equipment’
on
Proceeds
before
Intended
Use
(issued
on
14
May
2020).
The
amendments
prohibit
a
company
from
deducting,
from
the
cost
of
an
item
of
property,
plant
and
equipment,
amounts
received
from
selling
items
produced
while
bringing
that
asset
to
the
location
and
into
the
condition
necessary
for
it
to
be
capable
of
operating
in
the
manner
intended
by
management.
Instead,
the
company
must
recognise
the
proceeds
from
selling
such
items,
and
the
cost
of
producing
them,
in
profit
or
loss.
The
first
application is scheduled for 1 January 2022.
Amendments
to
IAS
37-‘Provisions,
Contingent
Liabilities
and
Contingent
Assets’
on
Onerous
Contracts-Cost
of
Fulfilling a Contract (issued on 14 May 2020).
The
amendment
specifies
that
the
‘cost
of
fulfilling’
a
contract
comprises
the
‘costs
that
relate
directly
to
the
contract’.
They
can
either
be
the
incremental
costs
of
fulfilling
that
contract
(examples
would
be
direct
labour
and
materials)
or
an
allocation
of
other
costs
that
relate
directly
to
fulfilling
contracts
(an
example
would
be
the
allocation
of
the
depreciation
charge
for
an
item
of
property,
plant
and
equipment
used
in
fulfilling
the
contract).
The first application is scheduled for 1 January 2022.
Amendments
to
Annual
improvements
2018-2020
(issued
on
14
May
2020)
include
the
following
amendments
to
IFRS:
IFRS
9-‘Financial
Instruments’.
The
amendment
clarifies
the
fees
that
an
entity
may
include
when
assessing
whether
the
terms
of
a
new
or
modified
financial
liability
are
substantially
different
from
the
terms
of
the
original
financial liability.
IAS
41-‘Agriculture’.
The
amendment
removes
the
requirement
to
exclude
taxation
cash
flows
when
measuring
the fair value of assets falling within the scope of IAS 41.
IFRS
16-‘Leases’.
The
amendment
to
illustrative
example
13
in
IFRS
16
removes
the
illustration
of
payments
from
the
lessor
relating
to
leasehold
improvements,
in
order
to
resolve
any
potential
confusion
regarding
the
treatment
of
lease
incentives
that
might
arise
due
to
the
form
in
which
the
lease
incentives
were
illustrated
in
that example.
The first application of these amendments is scheduled for 1 January 2022.
iii.
Accounting standards, amendments and interpretations not yet endorsed
The
Group
is
still
assessing
the
impact
of
these
amendments
on
its
financial
position
or
operating
results,
in
so
far as they are applicable.
Amendment to IAS 1-
‘Presentation to Financial Statements’
(issued on 23 January 2020).
The
amendment
specifies
the
requirements
to
classify
liabilities
as
current
or
non-current
by
clarifying
i)
what
is
meant
by
a
right
to
defer
the
settlement;
ii)
that
if
an
entity
has
the
right
to
roll
over
an
obligation
for
at
least
twelve
months
after
the
end
of
reporting
period,
it
classifies
the
obligation
as
non-current,
even
if
it
would
otherwise
be
due
within
a
shorter
period;
iii)
that
the
classification
is
unaffected
by
the
likelihood
that
an
entity
will
exercise
its
deferral
right;
and
iv)
that
the
settlement
refers
to
a
transfer
to
the
counterparty
that
results
in
the
extinguishment
of the liability.
The first application is scheduled for 1 January 2023.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
151
Amendments
to
IAS
8-‘Accounting
policies,
Changes
in
Accounting
Estimates
and
Errors:
Definition
of
Accounting
Estimates (issued on 12 February 2021).
The
amendments
introduce
a
new
definition
of
‘accounting
estimates’,
clarifying
the
distinction
between
changes
in
accounting
estimates
and
changes
in
accounting
policies
and
the
correction
of
errors.
Also,
they
clarify
how
entities
use
measurement
techniques
and
inputs
to
develop
accounting
estimates.
The
first
application
is
scheduled for 1 January 2023.
Amendments
to
IAS
1-‘Presentation
of
Financial
Statements’
and
IFRS
Practice
Statement
2:
Disclosure
of
Accounting
policies
(issued
on
12
February
2021).
The
amendments
provide
guidance
and
examples
to
help
entities
apply
materiality
judgements
to
accounting
policy
disclosures.
The
first
application
is
scheduled
for
1
January 2023.
Amendments
to
IAS
12-‘Income
Taxes’
Deferred
Tax
related
to
Assets
and
Liabilities
arising
from
a
Single
Transaction
(issued
on
6
May
2021).
The
amendment
requires
an
entity
to
recognise
deferred
tax
on
initial
recognition
of
particular
transactions
to
the
extent
that
the
transaction
gives
rise
to
equal
amounts
of
deferred
tax
assets
and
liabilities.
The
proposed
amendments
would
apply
to
transactions
such
as
leases
and
decommissioning obligations for which an entity recognises both an asset and a liability.
The first application is scheduled for 1 January 2023.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
152
6.
Results for the period
This
section
details
the
results
and
performance
for
the
period
ended
31
December
2021.
Disclosures
are
provided
for
segmented
information,
operating
costs,
other
operating
items,
finance
income
and
expenses,
the
Group’s
share
of
profit
or
loss
of
associates
and
joint
ventures
and
taxation.
For
taxation,
associates
and
joint
ventures the balance sheet disclosures are also provided in this section.
i.
Seasonal factors
Sales
of
certain
Group
products
are
more
affected
than
others
by
seasonal
factors,
because
of
different
consumption
patterns
or
consumer
habits.
In
particular,
aperitif
consumption
tends
to
be
concentrated
during
spring
and
summer
whereas
sales
of
other
products,
such
as
sparkling
wines
and
spirits,
are
concentrated
in
the
last
quarter.
Seasonal
consumption
cycles
in
the
markets
in
which
the
Campari
Group
operates
may
impact
on
its
financial
results
and
operations.
In
general,
the
Group’s
diversified
product
portfolio
and
its
sales
geographical
spread
substantially
helps
reduce
risks
relating
to
seasonal
factors.
Moreover,
in
order
not
to
be
excessively
exposed
to
seasonal
peaks,
the
Group
is
carrying
out
initiatives
to
de-seasonalise
the
consumption
moments
of
the
main
brands,
with
particular
attention
to
the
aperitif
segment,
guaranteeing
constant
consumption
throughout
the year.
ii.
Net sales and Operating segment
Business
results
are
affected
by
economic
factors
influenced
by
homogeneous
elements,
although
markets
have
different
sizes
and
maturity
profiles.
These
elements
are
primarily
attributable
to
geographical
areas’
features
and
the
related
breakdown
by
countries
and,
secondarily,
attributable
to
the
development
of
brand
clusters
(global,
regional
and
local)
and
the
corresponding
breakdown
by
brands.
Since
2012,
the
Group
has
mainly
based
its
management
analysis
on
geographical
regions,
identified
as
operating
segments
that
reflect
the
Group’s
operating
model
and
current
way
of
working
by
business
unit.
The
geographical
regions
considered
are:
i)
the
Americas
ii)
Southern
Europe,
Middle
East
and
Africa
iii)
Northern,
Central
and
Eastern
Europe
and
(iv)
Asia-Pacific.
The
Chief
Executive
Officer
periodically
reviews
the
Group’s
operating
businesses
to
assess
performance
and
inform
resource allocation decisions.
The
level
of
profitability
analysed
is
the
operating
result.
The
profitability
of
each
region
reflects
the
profit
generated
by
the
Group
through
sales
to
third
parties
in
that
region,
thereby
eliminating
the
effects
of
inter-company
margins.
The result of the operating segments is shown in the table below.
for the year ended 31 December 2021
Southern
Europe,
Middle East
and Africa
Northern,
Central and
Eastern
Europe
Non-allocated
items and
adjustments
Net sales to third-parties
Net sales between segments
Financial income (expenses)
Share of profit (loss) of associates and
joint ventures
Non-controlling interests
Group profit for the period
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
153
for the years ended 31 December 2020
Southern
Europe,
Middle East
and Africa
Northern,
Central and
Eastern
Europe
non-allocated
items and
adjustments
Net sales to third parties
Net sales between segments
Financial income (expenses)
Share of profit (loss) of associates and
joint venture
Non-controlling interests
Group profit for the period
Goodwill at 31 December 2020
Goodwill at 31 December 2020 post-
reclassifications
Net
sales,
which
almost
entirely
relate
to
the
sale
of
spirits,
totalled
€2,172.7
million
at
the
total
Group
level,
compared
with
€1,772.0
million
of
the
previous
year.
The
overall
performance
in
2021
was
very
positive
and
achieved
thanks
to
strong
business
momentum
over
brand
and
geography
combinations
with
overall
increased
consumption and penetration versus pre-pandemic level.
In
order
to
highlight
the
main
business
performance
drivers
in
a
geographically
diversified
context
and
assess
the
contribution
of
the
newly
acquired
brands
to
the
overall
sales
performance
of
the
Group,
further
breakdowns
by
brand
category
and
for
major
brands
are
provided
below,
to
explain
better
their
contribution
to
the
region
and
the
main
related
market.
The
categorisation
of
brands
into
three
main
clusters
is
based
on
the
brands'
geographic
scale, business priorities, and growth potential.
for the years ended 31 December
Group net sales focus by region
Southern Europe, Middle East and Africa
North, Central and Eastern Europe
for the years ended 31 December
Wild Turkey portfolioʿ¹ʾʿ²ʾ
Jamaican rums portfolioʿᶟʾ
Wild Turkey portfolio ready-to-drinkʿ⁷ʾ
local priority brands
ʿ⁶ʾ
While
the
global
priority
includes
brands
with
a
more
diversified
geographic
exposure,
regional
priorities
are
concentrated in a limited number of countries and local priorities are primarily one-market oriented.
To
provide
information
on
the
brands’
contribution
to
each
geography,
the
breakdown
of
the
main
geographic
areas
and
key
markets
is
provided,
according
to
a
scale
that
considers
the
contribution
rate
of
the
brands
to
each
relevant
geographic
area/market.
The
table
provided
below
shows
the
contribution
rate
of
the
brand
category/brand to each relevant geographic area/market.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
154
for the years ended 31 December 2021
percentage of Group net sales
main region/markets for brands
Wild Turkey portfolioʿ¹ʾʿ²ʾ
Jamaican rums portfolioʿᶟʾ
local priority brands
ʿ⁶ʾ
Wild Turkey portfolio ready-to-drinkʿ⁷ʾ
(1)
Excludes ready-to-drink.
(2)
Includes American Honey.
(3)
Includes Appleton Estate, Wray&Nephew Overproof and Kingston 62.
(4)
Includes Braulio, Cynar, Averna and Frangelico.
(5)
Includes Bisquit&Dubouché, Riccadonna, Mondoro, Trois Rivières, Maison La Mauny, Ancho Reyes, Montelobos and Lallier.
(6)
In
light
of
the
positive
trends
recorded
over
the
past
periods,
starting
from
1
January
2021
Aperol
Spritz
ready-to-enjoy
and
X-Rated
were
moved
from
the
rest
of
the
portfolio
category
and reported as local priority brands.
(7)
Includes American Honey ready-to-drink.
(8)
Includes Cabo Wabo, Ouzo, X-Rated and Aperol Spritz ready-to-enjoy. Aperol Spritz ready-to-enjoy is a stand-alone brand not included in the Aperol brand performance.
iii.
Cost of sales
A breakdown
of the cost of sales
is shown in the table below
.
for the years ended 31 December
Materials and manufacturing costs
Raw materials and finished goods acquired from third parties
Depreciation/amortisation
(1)
External production and maintenance costs
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
155
(1)
For
an
analysis
of
personnel
costs
and
depreciation
and
amortisation
components
by
nature,
please
see
also
the
breakdown
of
personnel
costs
in
notes
6
vi-
‘Personnel costs’ and 6 vii-‘Depreciation and amortisation’.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
156
As
a
percentage
of
net
sales,
the
cost
of
sales
decreased
from
42.1%
of
2020
to
40.3%
in
2021
due
to
a
favourable
product/market
mix,
supported
by
the
performance
of
high-margin
brands
boosted
by
a
solid
trend
in
premium
expressions,
the
removal
of
the
United
States
import
tariffs
and
a
stronger
absorption
of
fixed
production
costs
driven
by
higher
volume
produced.
These
positive
effects
contributed
to
contain
the
intensifying
inflationary
pressure
detected
on
input
costs,
especially
with
reference
to
logistics,
packaging
and
raw
materials
including
the
negative
impact
of
the
agave
purchase
price,
which
remains
at
the
highest
level
driven
by
a
robust
demand
in
the
tequila category.
iv.
Advertising and promotional costs
A breakdown of advertising and promotional costs is shown in the table below.
for the years ended 31 December
Merchandising and promotional costs
Sponsorships, testimonial, influencers and events
Trade allowance for promotional purposes
Depreciation/amortization
(1)
Other advertising and promotional costs
Total advertising and promotional costs
(1)
For
an
analysis
of
personnel
costs
and
depreciation
and
amortisation
components
by
nature,
please
see
also
the
breakdown
of
personnel
costs
in
notes
6
vi-
‘Personnel costs’ and 6 vii-‘Depreciation and amortisation’.
Advertising and promotional costs totalled €397.8 million in 2021, rising by €88.0 million compared with 2020.
The
most
significant
variance
in
the
period
regards
the
increase
in
sponsorships,
testimonial,
and
influencers
expenses
in
line
with
the
Group
focus
on
digital
brand-building
activities
undertaken
during
the
year
on
the
on-
premise channel.
v.
Selling, general and administrative expenses and Other operating income and
expenses
A
breakdown
of
selling,
general
and
administrative
expenses
and
other
operating
income
and
expenses
is
shown
in the table below.
for the years ended 31 December
Services, maintenance and insurance
Travel, business trip, training and meetings
Depreciation/amortisation
(1)
Charges for use of third party assets
Agents and other variable sales costs
Total selling, general and administrative expenses
Total other operating income and expenses
⁽
2
⁾
Breakdown of other operating income and expenses by nature
L
ast mile long-term incentive schemes with retention purposes
(3)
Impairment loss on goodwill and brands
Impairment loss on tangible and held for sale assets
Acquisition fees/M&A fees
Cyber-attack expenses net of insurance refund
Total other operating income and expenses
(
1
)
For
an
analysis
of
personnel
costs
and
depreciation
and
amortisation
components
by
nature,
please
see
also
the
breakdown
of
personnel
costs
in
notes
6
vi-
‘Personnel costs’ and 6 vii-‘Depreciation and amortisation’.
(2)
The breakdown showed the net impact of other income and expense items by nature.
(3)
Pursuant
to
the
Remuneration
Policy,
a
last
mile
incentive
scheme
with
retention
purpose
to
be
potentially
awarded
to
the
current
CEO
has
been
approved
by
the Parent Company’s corporate bodies and therefore implemented as illustrated in the Remuneration Report in the ‘Governance‘ section.
At
31
December
2021,
the
t
otal
selling,
general
and
administrative
expenses
amounted
to
€
463.8
million,
showing
an
increase
of
€
69.6
million
compared
to
the
figures
reported
in
2020.
The
main
drivers
of
the
increase
in
overheads
were
the
rising
investments
aimed
to
strengthen
the
Group’s
capabilities
and
business
infrastructure.
Moreover,
it
reflected
the
expected
structure
costs
phasing,
mainly
incentives
and
hiring
catch
up,
against
an
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
157
unfavourable
comparison
base.
In
terms
of
performance
compared
to
the
previous
year,
during
2020,
a
series
of
cost
mitigation
initiatives
were
activated
to
protect
profitability,
given
the
decrease
in
net
sales
during
the
initial
lockdowns;
they
also
involved
a
significant
review
of
the
estimates
linked
to
target-based
incentives
which
were,
instead, broadly achieved in 2021 following the exceptional performance recorded this year.
In
terms
of
other
operating
income
and
expenses,
in
2021
the
main
components
were
attributable
to
investments
in
the
Group
digital
transformation
process,
non-recurring
last-mile
long-term
incentive
schemes
with
retention
purposes
to
be
potentially
recognised
to
senior
management
(€10.0
million),
restructuring
programmes
for
€
10.6
million,
as
well
as
decommissioning
and
restoration
of
the
factory
area
surrounding
the
sugar
cane
business
in
Jamaica
for
€5.0
million
and
the
impairment
loss
on
low
performing
brands
Champagne
Lallier
and
Rhum
Agricole
for
€6.9
million
(for
further
details
of
the
brand
impairment
loss,
please
see
note
7
v-‘Intangible
assets’).
These
costs
were
only
partially
mitigated
by
the
gain
resulting
from
the
final
favourable
opinion
received
from
the
local
authorities
related
to
the
closure
of
an
indirect
tax
dispute
in
Brazil,
and
by
the
insurance
reimbursement
related
to the malware attacked suffered in 2020 for a total of €11.0 million.
vi.
Personnel costs
A breakdown of personnel costs by nature and by function is shown in the table below.
for the years ended 31 December
Social security contributions
Cost of defined contribution plans
Cost of defined benefit plans
Other costs relating to mid/long-term benefits
Cost of share-based payments
Non-recurring personnel costs
Included in cost of sales
Included in selling, general and administrative expenses
Included in advertising and promotional expenses
Included in other operating income (expenses)
At
31
December
2021,
personnel
costs
equal
to
€389.2
million
recorded
an
increase
of
€69.2
million
compared
to
the
figures
reported
in
the
previous
year.
As
a
percentage
of
sales,
personnel
costs
amounted
to
17.9%,
compared
to
18.1%
in
2020.
The
total
personnel
costs
included
also
costs
associated
with
the
restructuring
projects
and
non-recurring
last
mile
long-term
incentive
schemes
with
retention
purposes
to
be
potentially
recognised
to
senior
management
51
.
The
overall
increase
results
from
an
easy
comparison
base
since
2020
was
affected
by
cost
mitigation
actions
such
as,
hiring
freeze
policies
and
reduction
of
employee
bonuses
aimed
at
containing costs in the highly impacted pandemic context.
vii.
Depreciation and amortisation
A breakdown of depreciation and amortisation costs by nature and by function is shown in the table below.
for the years ended 31 December
- Property, plant and equipment
Depreciation and amortisation included in cost of sales
- Property, plant and equipment
Depreciation and amortisation included in selling, general and administrative
expenses
- Property, plant and equipment
⁽
¹
⁾
Depreciation and amortisation included in advertising and promotional expenses
- Property, plant and equipment
⁽
¹
⁾
Total depreciation and amortisation in the statement of profit or loss
(1)
This item included depreciation of biological assets.
51
Pursuant
to
the
Remuneration
Policy,
a
last
mile
incentive
scheme
with
retention
purpose
to
be
potentially
awarded
to
the
current
CEO
has
been
approved
by
the Parent Company’s corporate bodies and therefore implemented as illustrated in the Remuneration Report in the ‘Governance‘ section.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
158
viii.
Financial income and expenses
The breakdown of net financial expenses for the period is as follows.
for the years ended 31 December
Discounting from put option liabilities and change in estimate
Net interest on defined benefit plans
Bank and term deposit interests
Financial income on tax assessment
Net financial income (expenses)
Of which adjustments to financial income (expenses)
Net
financial
income
(expenses),
which
included
the
effects
of
exchange
rate
differences
and
hyperinflation,
reported a total net cost of €12.2 million, with a decrease of €7.1 million compared
to the same period in 2020.
The breakdown by nature of net financial expenses for the period is as follows.
for the years ended 31 December
Interest expenses on bonds
Interest expenses on loans
Interest expenses on leases
Bank and term deposit interests
Total financial expenses before exchange gain (losses), one-offs, hyperinflation and
put option
Exchange rate differences
Total financial expenses before one-offs, hyperinflation and put option
Discounting from put option liabilities and change in estimate
Financial income on tax assessment
Net financial income (expenses)
Focusing
on
the
main
components
of
2021,
interest
expenses
stood
at
€28.3
million
compared
to
€35.4
million
reported
in
2020,
with
a
decrease
mainly
attributable
to
the
lower
average
coupon
on
long-term
debt
obtained
thanks
to
effective
liability
management
transactions
performed
over
recent
years
to
benefit
from
favourable
interest rates.
The
other
significant
items
that
affected
the
total
financial
components
of
the
year
included
the
exchange
rate
effect
which
generated
a
gain
of
€7.9
million
in
2021
against
a
loss
of
€4.1
million
reported
in
the
previous
year,
and
a
financial
income
on
tax
assessment
of
€
4.7
million
related
to
the
interest
gain
resulting
from
the
favourable
closure of a fiscal dispute in Brazil on indirect taxes.
The breakdown of interest payable to bondholders is shown in the table below.
for the years ended 31 December
Financial expenses payable to bondholders
Net changes in fair value and other amortised cost components
Cash flow hedge reserve reported in the statement of profit or loss during the year
Net interest payable on bonds
ix.
Leases components
The amounts recognised in the statement of profit or loss are shown in the table below.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
159
for the years ended 31 December
Interest on lease payables
Depreciation and amortisation on right of use underlying assets
Variable lease payment not included in measurement of lease liability
Expense related to short terms leases
Expense related to low value leases
Total lease components in the statement of profit or loss
Variable
leases
continued
to
be
included
in
the
statement
of
profit
or
loss.
They
mainly
referred
to
information
technology
equipment,
warehouses
for
storing
products
and
some
production
equipment,
in
addition
to
the
use
of
agricultural
land.
For
further
details
of
contractual
commitments
for
the
use
of
third-party
assets
that
are
not
recognised using lease accounting, please refer to note 11 iv-‘Commitments and risks’.
x.
Share of profit (loss) of associates and joint ventures
The
changes
in
the
interest
value
of
associates
and
joint
ventures
in
2021
and
2020
are
shown
in
the
tables
below.
investment in associates and joint ventures
Share of profit (loss)
(1)
Gain from remeasurement of previous held investment
Exchange rate and other movements
(1)
The
share
of
result
does
not
include
the
cost
associated
with
the
provision
recorded
to
offset
the
cumulated
losses
generated
by
the
Japan
joint
venture
for
€0.2
million.
Investment in associates and joint ventures
Exchange rate and other movements
During the year, the Group has carried out several initiatives:
-
in
January
2021
the
incorporation
of
the
South
Korean
joint
venture
Trans
Beverages
Co.
Ltd.
into
Campari
Group
accounts
by
raising
its
stake
from
40%
to
51%.
As
a
result
of
this
transaction,
the
previous
interests
in
the
company
have
been
reassessed
generating
a
gain
of
€2.9
million,
which
was
reported
under
the
‘gain
from
remeasurement of previous held investment’ item and reclassified from the associates line;
-
in
June
2021,
the
setup
of
the
50/50
joint
venture
agreement
with
Moët
Hennessy
to
create
a
premium
pan-
European
Wines
&
Spirits
e-commerce
player.
As
part
of
this
partnership
Campari
contributed
the
investments
in
Dioniso
S.r.l.
which
was
initially
composed
of
the
Tannico
S.r.l.
contribution
in
kind
and
subsequently
enhanced
by
the
capital
contributions
which
took
place
in
July
and
October
2021
for
a
total
amount
of
€30.2
million.
The
Dioniso
S.r.l.
investment
value
was
subsequently
reduced
by
€28.0
million
following
the
establishment
of
the
above mentioned joint venture.
-
in
December
2021
the
acquisition
of
40%
interest
in
the
newly
incorporated
joint
venture
in
Taiwan,
named
Spiritus Company Limited. This transaction has been represented as addition of the year.
For
the
year
ended
2021
the
Group
recorded
a
€3.2
million
loss
resulting
from
share
of
results
of
associates
and
joint ventures, applying the equity method for all its interests (€2.8 million loss in 2020).
The following table includes the breakdown of interest in associates and joint ventures at 31 December 2021.
Tannico e Wineplatform
S.p.A.
Trans Beverages Co. Ltd.
(1)
Total investments in associates and joint ventures
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
160
(1)
At 31 December 2021 Trans Beverages Co. Ltd. has been consolidated since it represented a Campari Group subsidiary.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
161
The key financials, asset and profit or loss figures for the joint ventures are shown in the tables below.
Highlights - Dioniso Group
Total shareholders' equity
Net income (loss) of the period
Highlights - Spiritus Co. Ltd
Total shareholders' equity
Net income (loss) of the period
(1)
No profit and loss recorded in the period since the company will be fully operative starting from 2022.
Highlights - CT Spirits Japan Ltd.
Total shareholders' equity
Net income (loss) of the period
xi.
Taxation
Details
of
current
and
deferred
taxes
included
in
the
Group’s
statement
of
profit
or
loss
and
statement
of
other
comprehensive income are as follows.
for the years ended 31 December
- current taxes for the year
- current taxes relating to previous years
- accruals and release for tax risks
Taxes recorded in the statement of profit or loss
Taxes recorded in the statement of other comprehensive income
Taxation
in
2021
amounted
to
€105.6
million
compared
to
€22.7
million
reported
in
2020.
The
difference
in
the
reported
net
tax
burden
was
guided
by
the
strong
recovery
in
the
business
performance
and
the
significant
decrease
of
the
overall
non-recurring
tax
components
reported
in
2020
pursuant
to
the
Italian
tax
Law
Decree
no.
104/2020.
In
particular,
a
one-off
benefit
of
€29.9
million
on
the
2020
tax
items
was
recorded
in
relation
to
the
remeasurement
of
deferred
taxation
on
brand
and
goodwill
fiscal
values
after
the
step-up
to
their
corresponding
book values, net of the 3% substitutive tax to be paid to access the fiscal benefit.
The
effect
of
the
above-mentioned
law,
which
allows
the
deduction
of
higher
amortisation
for
fiscal
purposes,
has
not
impacted
the
representation
of
the
2021
taxation
as
reported
above,
since
the
tax
benefit
deriving
from
lower
current
taxation
is
offset
by
a
corresponding
deferred
tax
burden.
In
addition,
the
cash
tax
saving
of
the
year
2021
was
neutralised
by
the
payment
of
the
relevant
instalment
of
the
substitute
tax
due
in
the
first
year
as
a
requisite
to
access
the
tax
incentive,
equal
to
€5.1
million.
Finally,
the
above-mentioned
Italian
tax
law,
was
revised
on
30
December
2021
pursuant
to
Law
no.
234
(Budget
Law)
and
published
in
the
Italian
Official
Gazette
on
31
December
2021.
Following
the
introduction
of
the
Budget
Law,
the
amortisation
period
of
goodwill
and
brands
for
tax
purposes
only
was
extended
from
the
original
18
years
to
50
years,
with
a
consequent
dilution
over
time
of
the expected tax benefits.
Reconciliation of tax expenses
The table below shows a reconciliation of the Group’s theoretical tax liability with its actual tax liability.
Considering
the
complexity
of
global
taxation
rate
applicable
to
Group
companies,
the
theoretical
rate
used
in
preparing
the
reconciliation
is
that
applicable
for
the
Parent
company.
The
rate
in
force
on
the
reporting
date
is
the
Italian
corporate
income
tax
(‘IRES’)
of
24.0%,
while
the
regional
production
tax
(‘IRAP’),
which
is
applicable
to
Italian
companies,
has
been
taken
into
account
as
permanent
difference.
The
residual
tax
base
differences
between geographies are also included under the permanent difference items.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
162
for the years ended 31 December
Applicable tax rate in Italy (IRES)
Theoretical Group taxes at current tax rate in Italy
Difference in tax rate of Group companies
Tax benefit from Italian Legislative Decree n.104/2020
Net releases to tax provision
Tax on future dividend distributions
Taxes relating to previous financial years
Other consolidation differences
The
reported
tax
rate
in
the
2021
period
was
27.2%,
compared
to
a
reported
tax
rate
of
10.8%
in
2020.
The
difference
in
the
reported
tax
rate
was
mainly
guided
by
the
significant
decrease
of
the
positive
and
non-recurring
tax
adjustments
reported
in
2020,
as
mentioned
above.
The
tax
reconciliation
items
included
in
the
year
2021
the
effect
of
the
revised
estimates
of
the
risks
associated
with
uncertainties
in
relation
to
the
tax
treatment
related
to
transactions
performed
and
the
remeasurement
of
deferred
tax
linked
to
the
distribution
of
estimated
earning
reserves to certain Group companies for a total amount of €5.9 million (€4.4 million reported in 2020 accounts).
The
normalised
tax
rate,
i.e.
the
ratio
of
normalised
income
taxation
to
the
profit
before
taxation,
excluding
other
operating
income
and
expenses
52
,
adjustments
to
financial
53
and
to
tax
income
and
expenses
54
for
the
year
as
well
as
the
re-assessment
adjustment
of
previously
held
joint
venture
investments
before
their
consolidation
55
,
was
26.3%
in
2021,
below
the
normalised
tax
rate
of
27.9%
recognised
in
2020
consistently
and
mainly
due
to
a
different geographical mix.
Breakdown of deferred taxes by type
The balance of current and deferred tax assets and liabilities is shown below.
2020 post-reclassifications
Details
of
deferred
tax
income/expense
and
deferred
tax
assets/liabilities
posted
to
the
statement
of
profit
or
loss,
the
statement
of
other
comprehensive
income
and
the
statement
of
financial
position
are
broken
down
by
type
below.
52
Please refer to note 6 v-‘Selling, general and administrative expenses and Other operating income and expenses’.
53
In
2021
the
adjustments
to
financial
income
(expenses)
were
positive
at
€4.7
million,
due
to
the
interest
on
the
gain
resulting
from
the
final
favourable
opinion
received
from
the
local
authorities
related
to
the
closure
of
a
tax
dispute
in
Brazil
on
indirect
taxes
(in
2020
overall
positive
effect
generated
by
2020
events
was
€1.4 million) (refer to note 6 viii.’Financial income and expenses’).
54
In
2021
the
tax
adjustments
totalled
€3.8
million,
were
related
to
positive
components
of
€8.6
million
mainly
related
to
the
tax
effect
on
operating
and
financial
adjustments
inclusive
also
of
the
re-assessment
adjustment
of
previously
held
joint
venture
investments
before
their
consolidation,
and
negative
components
of
€4.7
million
of
pure
tax
adjustments,
mainly
related
to
tax
uncertainties
and
deferred
taxes
linked
to
the
distribution
of
estimated
earning
reserves
of
subsidiaries
for
a
total
of
€5.9
million
(in
2020
a
positive
component
of
€55.1
million
was
recorded,
inclusive
of
the
effect
deriving
from
the
remeasurement
of
deferred
taxes
following
the
application
of
the
new
Italian
tax
legislation
relating
to
the
realignment
of
the
tax
basis
of
brands
and
goodwill
relevant
for
tax
purposes
for
€29.9
million,
partially
compensated
by
tax
uncertainties
and
deferred
taxes
linked
to
the
distribution
of
estimated
earning
reserves
of
subsidiaries
for
a
total
of
€4.4
mllion).
55
Please refer to note 6 x-’Share of profit (loss) of associates and joint ventures’.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
163
for the years ended 31 December
2020 post
reclassifications
statement of financial position
statement of
profit or loss
statements of other comprehensive income
Tax losses carried forward
Reclassification to deferred tax
liabilities
Goodwill and brands deductible
at local level
Goodwill and brands not
deductible at local level
Taxes payable on undistributed
profits
Reclassification of deferred tax
assets
According
to
the
new
mentioned
Italian
tax
Law
Decree
no.
104/2020,
in
2021
deferred
taxes
for
goodwill
and
brands
deductible
at
the
local
level
showed
an
increase
based
on
their
higher
amortisation,
moving
from
€13.1
million
to
€15.1
million
.
The
value
disclosed
in
the
table
above
of
€10.9
million,
also
included
€5.1
million
of
substitute
tax
paid
in
2021
to
access
the
tax
benefit.
T
he
above-mentioned
Italian
tax
law
was
revised
on
30
December
2021
pursuant
to
Law
no.
234
(Budget
Law)
published
in
the
Official
Gazette
on
31
December
2021
which
provided
an
extension
of
the
tax
amortisation
period
from
the
original
18
years
to
50
years,
with
a
consequent
dilution
over
time
of
the
expected
tax
benefits:
the
figures
reported
in
the
2021
accounts
reflected
these new rules.
Deferred
tax
assets
in
relation
to
past
losses
are
mainly
attributable
to
Campari
do
Brasil
Ltda.,
Campari
España
S.L,
Glen
Grant
Ltd.
and
Campari
Mexico
S.A.
de
C.V..
With
the
exception
of
the
latter,
for
which
tax
losses
can
be
carried
forward
for
a
10
year
period,
local
legislation
does
not
set
a
time
limit
for
their
use,
but
does
set
a
quantitative
limit
for
each
individual
year,
based
on
declared
taxable
income.
The
companies
have
also
begun
to
use
these
losses
to
offset
taxable
profit
except
for
Campari
do
Brasil
Ltda.
and
Glen
Grant
Ltd..
Unused
tax
losses
carryforwards
for
which
deferred
tax
assets
were
not
activated
referred
to
Casa
Montelobos,
S.A.P.I.
de
C.V.
and
Licorera Ancho Reyes y cia, S.A.P.I. de C.V., as below reported.
unrecognised deferred tax assets
Casa Montelobos, S.A.P.I. de C.V.
Licorera Ancho Reyes y cia, S.A.P.I. de C.V.
The breakdown of income tax receivables and payables is as follows.
Receivables from ultimate shareholders for tax consolidation
(1)
Due to controlling shareholder for tax consolidation
(1)
(1)
Please refer to paragraph 11 viii-’Related parties’ for more information.
Income
tax
receivables
and
payables
are
all
due
within
12
months.
The
corporate
income
tax
payable
is
shown
net
of
advance
payments
and
taxes
deducted
at
source.
The
increase
in
tax
payable
in
2021
is
mainly
reflected
the
increase
in
the
business
performances
occurred
during
the
year
and
the
reclassification
of
liabilities
for
uncertainties
in
the
tax
treatment
of
performed
transactions,
previously
recorded
among
the
provisions
for
risks
and charges item.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
164
7.
Operating assets and liabilities
This
section
describes
the
assets
used
to
generate
the
Group’s
performance
and
the
liabilities
incurred
in
addition
to providing detailed disclosures on the recent acquisitions and disposals.
i.
Acquisition and sale of businesses and purchase of non-controlling interests
Increase of interest in Trans Beverages Co. Ltd. up to 51%
As
mentioned
in
the
dedicated
section
‘Significant
events
of
the
year’
in
the
management
board
report,
o
n
4
January
2021
Campari
Group
increased
its
interests
in
the
South
Korean
joint
venture
Trans
Beverages
Company
Ltd.,
from
40%
to
51%
whilst
the
call
option
terms
to
buy
the
remaining
share
capital
from
2024
remain
unchanged.
As
a
result
of
this
business
combination,
the
Group
obtained
the
control
over
the
relevant
activities.
For
this
reason,
starting
from
2021,
the
South
Korean
company
previously
evaluated
at
equity
method
has
been
fully consolidated in Campari Group accounts.
The
overall
consideration
for
the
remaining
11%
was
€1.2
million,
including
€0.7
million
of
cash
and
cash
equivalent
of
the
acquired
company.
This
transaction
has
required
the
reassessment
of
the
Group’s
previously
held interests, which generate a gain in the statement of profit or loss of €2.9 million.
The Group has the right to exercise a call option on the remaining share capital starting from 2024.
This transaction aligns with the Group’s strategy further to develop its presence in the Asian Pacific markets.
The transaction scope includes mainly stock inventory, trade receivables and trade payables.
No
brands
or
other
intangible
assets
were
identified
for
the
purposes
of
the
purchase
price
allocation,
other
than
goodwill
for
a
total
consideration
of
€3.6
million.
Goodwill
was
deemed
to
be
fully
reportable
due
to
the
synergies
expected
to
be
generated
by
integrating
the
business
acquired
into
the
Group’s
commercial
structure.
The
goodwill is not tax-deductible based on the relevant local regulations.
fair value at the date of
acquisition
fair value at the date of
acquisition
Price paid for the step-up acquisition
Previous held investment remeasured
Total value of the transaction
Goodwill generated by acquisition
Until
the
Group
acquires
all
the
remaining
share
capital,
the
Group
has
to
record
the
non-controlling
interests.
Given
the
nature
of
such
interests,
it
was
deemed
appropriate
to
value
them
at
the
subsidiary’s
proportionate
share
of
net
assets
allocated
to
the
business
acquired
based
on
the
purchase
price
allocation
process,
excluding
goodwill.
Business combinations completed in the previous year
As
set
out
in
detail
in
the
‘Significant
events
of
the
year’
section
of
the
management
board
report,
on
10
June
2020,
Campari
Group
completed
the
acquisition
of
80%
interest
in
Champagne
Lallier
S.a.r.l.
and
other
companies
in
its
group
(jointly,
the
‘company’
or
‘Champagne
Lallier’).
With
this
acquisition,
Campari
Group
has
added
a
premium
champagne
brand
to
its
portfolio,
thus
building
further
critical
mass
in
the
French
strategic
market.
The
impact
of
the
updated
provisional
allocation
of
the
acquisition
values
for
Champagne
Lallier
S.a.r.l.
is
summarised
below.
Changes
to
the
provisional
net
assets’
values
recognised
at
31
December
2020
are
shown
separately.
The
allocation
did
not
have
any
monetary
impact.
The
updated
provisional
values
shown
are
the
result
of
the
recognition
and
reworking
of
further
information
about
facts
and
circumstances
existing
at
the
closing
date. The analysis was partly carried out with the assistance of independent experts.
The total consideration paid for the deal was €21.3 million (excluding the net financial debt at the closing date).
The
changes
to
the
values
included
in
the
Group’s
consolidated
figures
at
31
December
2020
are
shown
separately in note 3 xi-‘Reclassification of comparative figures at 31 December 2020’.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
165
reference value at the acquisition date
provisional fair value disclosed
at 31 December 2020
adjustments and
reclassifications
fair value disclosed at
31 December 2021
Property, plant and equipment
Intangible assets with a finite life
Other non-current financial assets
Cash and cash equivalents
Provisions for risks and charges
Total non-current liabilities
Other current financial liabilities
Other current liabilities
Total current liabilities
TOTAL LIABILITY AND EQUITY
Price paid in cash, excluding ancillary costs
Price adjustments at closing
Liabilities for non-controlling interest purchase
b) Net financial position acquired of which:
- Cash, cash equivalent and financial assets
- Financial debt acquired
Non-controlling interests
Purchase price to be allocated
Price paid in cash, excluding ancillary costs
Price adjustments at closing
Non-controlling interests
Total values to be allocated
Goodwill generated by acquisition
The
Group
has
revised
the
final
allocation
for
the
brand’s
fair
values
to
take
into
account
the
business’s
profitability
on
the
closing
date.
The
final
total
value
allocated
to
the
acquired
brands
is
€3.1
million.
The
allocation
value
does
not
reflect
the
post-acquisition
development
initiatives
that
the
Group
intends
to
undertake
based
on
its
strategic
plans,
aimed
at
strengthening
the
brand
via
brand-building
initiatives
and
exploiting
its
growth
potential both in the domestic and key international markets
.
reference value at the acquisition date
Provisional fair value published at 31 December 2020
Change resulting from provisional allocation of acquisition value
Fair values disclosed at 31 December 2021
ii.
Property, plant and equipment
Changes in this item in 2021 and 2020 are shown in the tables below.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
166
Carrying amount at the beginning of the period
Accumulated depreciation at the beginning of the period
Change resulting from provisional allocation of acquisition value
at 31 December 2020 post-reclassifications
Exchange rate differences and other changes
Carrying amount at the end of the period
Accumulated depreciation at the end of the period
Carrying amount at the beginning of the period
Accumulated depreciation at the beginning of the period
Change resulting from provisional allocation of acquisition value
at 31 December 2019 post-reclassifications
Perimeter effect for acquisitions
Perimeter effect for sale or reorganisation of business
Reclassification as assets held for sale
Exchange rate differences and other changes
Carrying amount at the end of the period
Accumulated depreciation at the end of the period
The
change
resulting
from
provisional
allocations
of
acquisition
value
related
to
the
assets
arising
from
the
acquisition of Champagne Lallier S.a.r.l..
Capital
expenditure
for
the
period,
totalling
€114.0
million,
was
mainly
related
to
the
acquisition
of
an
office
building
in
London
(€38.4
million),
the
purchase
of
barrels
for
maturing
bourbon,
rum
and
whisky
(€18.2
million),
as
well
as
the
investments
for
the
renovation
of
brand
houses
and
visitor
centres.
In
addition,
some
improvements
were
made
to
strengthen
the
Group’s
production
capacity
and
efficiency
in
the
period.
Disposals,
amounting
to
€10.1 million, mainly related to the sale of barrels that were no longer suitable for use in the maturing process.
iii.
Right of use assets
The changes in assets underlying the right of use in 2021 and 2020 are indicated in the tables below.
Carrying amount at the beginning of the period
Accumulated depreciation at the beginning of the period
Exchange rate differences and other changes
Carrying amount at the end of the period
Accumulated depreciation at the end of the period
Carrying amount at the beginning of the period
Accumulated depreciation at the beginning of the period
Perimeter effect for acquisitions
Perimeter effect for sale or reorganisation of business
Exchange rate differences and other changes
Carrying amount at the end of the period
Accumulated depreciation at the end of the period
Increases
for
the
year
were
mainly
related
to
offices
and
vehicles
included
in
the
category
‘other’.
There
are
no
restrictions or covenants on the aforementioned right of use assets.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
167
iv.
Biological assets
Changes in this item in 2021 and 2020 are shown in the tables below.
Carrying amount at the beginning of the period
Accumulated depreciation at the beginning of the period
Change resulting from provisional allocation of acquisition value
at 31 December 2020 post-reclassifications
Exchange rate differences and other changes
Carrying amount at the end of the period
Accumulated depreciation at the end of the period
Carrying amount at the beginning of the period
Accumulated depreciation at the beginning of the period
Exchange rate differences and other changes
Carrying amount at the end of the period
Accumulated depreciation at the end of the period
The
addition
of
€7.0
million
was
mainly
related
to
agave
plantations
in
Mexico
(€3.6
million)
and
grape
plantations
in
France
(€2.6
million).
All
biological
assets
at
31
December
2021
were
recognised
on
a
cost
basis,
net
of
depreciation and impairment. No guarantees were given to third parties in relation to these fixed assets.
At
31
December
2021,
the
Mexican
agave
plantations
comprised
848
hectares.
There
is
no
non-productive
biological
asset
for
agave
plantations
and
the
average
growing
cycle
covers
a
period
of
6
years.
By
2021
no
harvesting activities are planned.
At
31
December
2021
the
French
grape
plantations
located
in
the
Champagne
region
comprised
10.4
hectares,
out
of
which
overall
70%
of
these
hectares
were
rented
with
medium
and
long-term
agreements,
and
the
remaining
30%
was
owned.
There
are
no
non-productive
biological
assets
for
grape
plantations.
Agricultural
output
covers
a
one
year
period
and
the
harvest
occurred
in
the
second
half
of
the
year.
Taking
into
account
the
biological
and
vegetative
cycle,
all
the
costs
incurred
in
anticipation
of
the
future
harvest
(service,
products
and
other
ancillary
costs)
have
been
considered
as
inventory
in
current
biological
assets
at
31
December
2021
in
the
Group’s
accounts:
this
value
is
in
line
with
the
fair
value
of
the
growing
grapes
based
on
available
information
on
commodities markets.
In
addition,
in
the
Martinique
area,
sugar
cane
plantations
comprise
553
hectares,
of
which
overall
50%
owned
and
50%
rented
with
long-term
agreements.
Among
them,
501
hectares
are
cultivated,
and
the
remaining
52
hectares
are
not
cultivated.
Agricultural
output
covers
a
one-year
period
and
the
harvest
is
expected
from
February
to
June.
Given
that
process,
the
sugar
cane
has
been
considered
as
current
biological
asset
classified
within
the
inventory
and
measured
based
on
the
costs
sustained
during
the
production
process
at
31
December:
this
value
was
estimated
based
on
the
costs
of
infrastructure,
land
preparation
and
sugar
cane
cultivation,
due
to
the
absence
of
any
active
reference
market
for
comparable
plantation
and
similar
output
in
terms
of
age
and
qualitative characteristics.
v.
Intangible assets
Changes during 2021 and 2020 are shown in the tables below.
brands with an indefinite life
brands with a finite life
Carrying amount at the beginning of the period
Cumulative impairment at the beginning of the period
Change resulting from provisional allocation of acquisition value
at 31 December 2020 post-reclassifications
Perimeter effect for acquisitions
Exchange rate differences
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
168
Carrying amount at the end of the period
Cumulative impairment at the end of the period
brands with an indefinite
life
brands with a finite life
Carrying amount at the beginning of the period
Cumulative impairment at the beginning of the period
Change resulting from provisional allocation of acquisition value
at 31 December 2019 post-reclassifications
Perimeter effect for acquisitions
Exchange rate differences
Carrying amount at the end of the period
Cumulative impairment at the end of the period
An
impairment
loss
of
€6.9
million
has
been
recognised
during
the
year,
attributable
mainly
to
the
following
brands:
Champagne
Lallier
(€3.1
million)
and
Rhum
Agricole
brands
(€3.9
million)
due
to
increased
in
raw
material
costs
and
delayed
brand
activation
in
the
international
markets
and
Global
Travel
Retail
channel
due
to
the
pandemic.
Please
refer
to
the
following
paragraph,
‘Impairment
test
on
goodwill
and
brands’,
for
more
information regarding impairment loss.
Brands
with
a
finite
life
included
the
value
of
the
X-Rated.
The
change
in
the
basis
of
consolidation
comprises
the
incorporation
of
Trans
Beverages
Company
Ltd.
Since
January
2021,
previously
represented
as
joint
venture
investment,
which
resulted
in
the
recognition
of
€3.6
million
of
goodwill
(for
further
details,
see
note
7
i-‘Acquisition
and sale of businesses and purchase of non-controlling interests’).
Intangible assets with a finite life
Changes in this item in 2021 and 2020 are shown in the tables below.
Carrying amount at the beginning of the period
Accumulated amortisation at the beginning of the period
Change resulting from provisional allocation of acquisition value
at 31 December 2020 post-reclassifications
Perimeter effect for acquisitions
Exchange rate differences and other changes
Carrying amount at the end of the period
Accumulated amortisation at the end of the period
Carrying amount at the beginning of the period
Accumulated amortisation at the beginning of the period
Change resulting from provisional allocation of acquisition value
at 31 December 2019 post-reclassifications
Perimeter effect for acquisitions
Perimeter effect for sale or reorganisation of business
Exchange rate differences and other changes
Carrying amount at the end of the period
Accumulated amortisation at the end of the period
Intangible assets with a finite life are amortised on a straight-line basis depending on their remaining useful life.
Additions
in
the
period
totalling
€24.8
million
related
to
projects
to
continuously
upgrade
and
integrate
new
information technology.
Impairment test on goodwill and brands
Procedure of intangible assets impairment test
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
169
For
the
purpose
of
verifying
the
recoverable
value
of
intangible
assets
with
indefinite
life
(i.e.
impairment
test),
goodwill
values
were
tested
at
the
aggregate
level
based
on
the
values
allocated
to
the
four
cash
‐
generating
units
(CGUs),
namely,
Americas
CGU,
SEMEA
CGU,
NCEE
CGU
and
APAC
CGU.
This
structure
reflects
the
lowest
level
at
which
goodwill
is
monitored
by
the
Group
and
is
considered
appropriate,
given
the
synergies
and
efficiencies
obtained
at
the
regional
level.
This
is
in
line
with
the
geographical
segment
reporting
structure
adopted
by
the
Group,
based
on
its
current
organisational
structure.
For
brands,
the
values
were
tested
individually or by combinations of brands acquired.
The
approval
of
the
impairment
test
results
by
the
Board
of
Directors
of
Davide
Campari-Milano
N.V.
takes
place
separately
and
before
the
financial
reports
(consolidated
and
Company
only)
are
approved.
In
line
with
the
previous
years,
the
approval
of
the
annual
assessment
of
the
recoverability
of
the
Group’s
intangible
assets
was
conducted
before
the
fiscal
year-end.
Consequently,
the
book
value
of
goodwill
and
brands
(i.e.
the
amount
at
which
an
asset
is
recognised
in
the
balance
sheet)
was
determined
as
of
30
September
2021,
i.e.
the
latest
available
actual
figures
at
the
time
of
the
analysis.
The
results
of
such
test
were
valid
as
of
31
December
2021,
given
that
no
events
or
impairment
indicators
have
arisen
that
could
result
in
a
material
reduction
of
the
assets
value or recoverable amounts in the fourth quarter of 2021.
With
regards
to
currencies,
it
should
be
noted
that
the
projections
were
determined
based
on
the
exchange
rates
to
Euros
assumed
unchanged
to
the
ones
used
for
drafting
the
2022
budget.
Although
IAS36
requires
that
exchange
rates
are
assumed
flat
to
the
current
fiscal
year
over
the
time
horizon,
the
fluctuations
of
2022
budgeted
currencies are estimated not to have a meaningful impact on future cash flows.
In
line
with
the
previous
years,
the
Group
considered
the
business
plan,
including
the
2022
budget
and
2023-
2025
strategic
plans
(drafted
by
the
Group’s
companies
in
2021
and
approved
by
the
Board
of
Directors
of
Davide
Campari-Milano N.V.), as the base of the annual impairment test.
Whilst
the
budget
and
strategic
plan
best
depict
the
future
economic
developments
of
the
Group,
further
analyses
have
been
developed
to
estimate
the
impact
on
recoverable
amounts
of
a
significant
drop
in
net
sales
and
EBIT
as
compared
to
the
business
plan.
In
this
regard,
the
Group
has
very
conservatively
introduced
three
stress
tests
to
further
stretch
the
impairment
test
considering
the
uncertainty
and
volatility
generated
by
the
Covid-19
pandemic,
in
line
with
the
impairment
tests
performed
in
2020.
Considering
only
the
downward
risk
via
assuming
-5%,
-10%,
-15%
net
sales
and
EBIT
reduction
over
the
entire
test
period
for
all
brands
and
markets,
the
three
stress
tests
were
tested
individually
in
each
stand-alone
test
and
are
considered
very
prudent
and
conservative.
Note that the stress test is performed in addition to the recurrent sensitivity analyses.
Impairment test of goodwill
The
allocation
of
goodwill
for
each
CGU
is
based
on
the
previous
allocation
values,
adjusted
to
consider
the
exchange rate effects and other variations such as perimeter change.
The
carrying
amounts
of
the
CGUs
were
determined
by
allocating,
in
addition
to
goodwill,
the
brand
values
allocated
based
on
the
profitability
achieved
by
the
brand
in
each
CGU,
as
well
as
the
fixed
assets
and
working
capital, which were mainly allocated based on the relevant sales achieved in each CGU.
The
recoverable
amounts
of
the
CGUs
were
determined
based
on
a
‘value
in
use’
methodology.
The
asset
value
is
measured
by
discounting
the
estimated
future
cash
flows
generated
by
the
continued
use
of
such
asset.
Expected
cash
flows,
which
were
based
on
the
Group’s
cash
flow
estimates,
were
discounted
using
a
post
‐
tax
discount
rate,
reflecting
both
the
time
value
of
money
and
a
further
adjustment
to
include
the
market
risk
and
the
specific
risks
for
the
company.
The
IAS36
states
that,
for
calculating
the
‘value
in
use’,
pre-tax
discount
rate
and
future
cash
flows
should
be
used.
In
the
impairment
test
performed,
it
has
been
verified
that
the
use
of
a
post-
tax
approach
provides
consistent
results
with
the
ones
which
would
have
been
obtained
by
adopting
a
pre-tax
approach.
Forecasts
of
cash
flows
relating
to
the
Group
were
taken
from
the
2022
budget
and
the
strategic
plans
for
the
period 2023-2025 and approved by the Board of Directors of Davide Campari Milano N.V..
Moreover,
cash
flow
projections
are
extrapolated
beyond
the
plan
period
covered
by
the
budget
and
the
strategic
plans
to
be
adapted
for
a
ten-year
period,
with
growth
rates
gradually
normalising
towards
the
level
of
the
perpetuity
growth
rate
(described
as
below).
The
use
of
a
ten-year
period
is
justified
by
the
long
lifecycle
of
the
brands
with
respect
to
the
reference
markets
and
it
also
takes
into
account
the
long
ageing
process
of
certain
businesses included in the CGU’s.
Assumptions
of
future
cash
flows
were
made
based
on
conservative
approach
in
terms
of
both
expected
growth
rates
and
operating
margin
trends.
In
addition,
projections
were
based
on
reasonableness,
prudence
and
consistency
regarding
the
allocation
of
future
selling,
general
and
administrative
expenses,
trends
in
capital
investment,
conditions
of
financial
equilibrium
and
the
main
macroeconomic
variables.
Cash
flow
projections
relate
to
current
operating
conditions
and
therefore
do
not
include
cash
flows
connected
with
any
one
‐
off
and
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
170
non-recurring
operations.
The
main
assumptions
used
in
calculating
the
value
in
use
of
the
CGUs
are
the
long-
term growth rate and discount rate.
Terminal
value
was
determined
using
the
perpetuity
growth
method
of
discounting.
Specifically,
a
conservative
perpetual
growth
rate
was
used
that
corresponds
to
the
estimated
inflation
rates
of
the
consumer
price
for
the
period
2022
‐
2026
for
the
Group’s
key
markets
(source:
IMF,
October
2021
release),
assumed
to
be
2.7%
for
the
Americas
CGU
(vs
2.3%
in
2020),
1.4%
for
the
SEMEA
CGU
(vs.
1.0%
in
2020),
1.7%
for
the
NCEE
CGU
(vs.
1.5% in 2020) and 2.3% for the APAC CGU (vs 1.9% in 2020) or 2.1% for the Group overall (vs 1.8% in 2020).
The
value
in
use
of
the
CGUs
was
calculated
by
discounting
the
estimated
value
of
future
cash
flows,
including
the
terminal
value,
which
it
is
assumed
will
derive
from
the
continuing
use
of
the
assets,
at
a
discount
rate
(net
of
taxes
and
adjusted
for
risk)
that
reflects
the
average
weighted
cost
of
capital.
Specifically,
the
discount
rate
used
was
the
Weighted
Average
Cost
of
Capital
(WACC),
which
depends
on
the
risk
associated
with
the
estimating
cash
flows.
The
WACC
was
determined
based
on
observable
indicators
and
market
parameters,
the
current
value
of
money,
and
the
specific
risks
connected
with
the
business
of
the
relevant
CGU.
It
should
be
noted
that
the
calculation
of
WACC
has
resulted
in
line
with
a
set
of
spirits
industry
comparable
peers.
The
discount
rates
used
in
the
2021
impairment
test
for
the
four
CGUs,
are
as
follows:
6.3%
for
the
Americas
CGU
(vs.
6.0%
in
2020),
7.8%
for
the
SEMEA
CGU
(unchanged
vs.
2020),
7.7%
for
the
NCEE
CGU
(vs.
8.1%
in
2020)
and
7.1%
for
the
APAC
CGU
(vs.
6.3%
in
2020),
or
7.1%
for
the
Group
overall
(unchanged
vs.
2020
impairment
test).
To
take
into
account
the
current
market
volatility
and
uncertainty
over
the
future
economic
prospects,
stress
tests
and sensitivity analyses were carried out to assess the recoverability of goodwill value, as described above.
Based
on
the
methodology
described
above,
the
impairment
test
for
goodwill
as
of
31
December
2021
confirmed
the
full
recoverability,
including
sensitivity
and
stress
scenarios,
of
all
the
CGUs
with
a
headroom
resulting
sufficient to exclude goodwill impairment losses that may arise from meaningful business downside risks.
Values of goodwill as of 31 December 2021
The values of goodwill at 31 December 2021 and 2020 allocated by CGU are shown in the table below.
Southern Europe, Middle East and Africa
Northern, Central and Eastern Europe
(1)
Excluding changes resulting from the purchase price allocation adjustments.
Changes
in
goodwill
values
at
31
December
2021
compared
with
31
December
2020
are
mainly
due
to
favourable
exchange
rate
effects
of
€58.6
million,
which
were
re-allocated
to
the
individual
CGU
and
positive
perimeter change equal to €3.6 million.
Impairment test on brands
The
impairment
test
was
performed
on
brands
individually,
using
the
value
in
use
criterion.
The
recoverable
value
of the brand was calculated using the multi
‐
period excess earnings method (MEEM).
The
MEEM
is
an
earnings
‐
based
valuation
method.
The
theoretical
premise
of
the
MEEM
is
that
the
value
of
a
brand
is
equal
to
the
current
value
of
the
residual
cash
flows
attributable
to
the
asset
analysed.
According
to
this
method,
the
relevant
earnings
attributable
to
the
intangible
assets
are
calculated
using
the
income
that
the
company
would
record
after
having
deducted
the
earnings
attributable
to
all
the
other
assets
(contributory
asset
charge),
i.e.
deducting
from
the
company’s
results
the
remuneration
for
using
other
assets
that
contribute
to
the
generation of such results.
Estimates
of
income
flows
generated
by
individual
brands,
net
of
contributory
asset
charge,
and
of
the
terminal
value,
discounted
to
present
value
using
an
appropriate
discount
rate,
were
used
to
calculate
the
recoverable
value of brands.
Forecasts
of
income
flows
come
from
the
2022
budget
and
the
strategic
plans
prepared
by
the
Group’s
subsidiaries
in
2021
for
the
period
2023-2025.
Moreover,
projections
have
been
extrapolated
beyond
the
plan
period
to
be
adapted
for
a
ten-year
period,
with
growth
rates
gradually
normalising
towards
the
level
of
the
perpetuity
growth
rate.
The
use
of
a
ten-year
period
is
justified
by
the
long
lifecycle
of
the
brands
with
respect
to
the
reference
markets
and
it
also
takes
into
account
the
long
ageing
process
of
certain
brands.
In
the
case
of
The
Glen
Grant
single
malt
Scotch
whisky,
a
15-year
time
horizon
was
adopted
in
line
with
previous
years.
The
use
of
a
fifteen-year
time
horizon
is
justified
by
the
long-term
effect
of
the
brand
ageing
strategy,
a
commonly
implemented
market
practice
for
the
premium
spirits
players.
Given
the
nature
of
the
ageing
strategy
in
the
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
171
Scotch
whisky
segment,
the
benefit
of
this
strategy
is
expected
to
increasingly
manifest
over
the
years
in
a
much
longer time horizon compared with the 10-year period covered by the impairment test model for other brands.
To
determine
the
terminal
value
of
each
brand,
a
perpetual
growth
rate
of
between
2.1%
to
2.7%
(vs.
a
range
of
1.8%-2.3%
in
2020),
in
line
with
the
inflation
estimates,
was
used.
The
discount
rates
used
for
the
individual
brands
tested
varied
from
7.2%
to
8.1%
(vs.
a
range
of
6.7%-8.1%
in
2020)
and
took
into
account
a
specific
risk
premium for the brand in question.
Brands with an immaterial value individually and in the aggregate are not subject to impairment test.
Based
on
the
methodology
as
described
above,
the
impairment
test
as
of
31
December
2021
has
indicated
an
aggregate
impairment
loss
of
€6.9
million
relating
to
the
Lallier
and
the
Rhum
Agricole
brands
applying
a
discount
rate
for
both
brands
of
8.1%
(unchanged
vs.
2020).
The
impairment
is
due
to
increased
raw
material
costs
and
delayed
brand
activation
in
the
international
markets
and
Global
Travel
Retail
channel
impacted
by
Covid.
These
effects are not expected to reverse in the short term positively.
Same
as
goodwill,
to
take
into
account
market
volatility
and
uncertainty
over
future
economic
prospects,
sensitivity
analysis
and
stress
test
were
performed
to
assess
the
recoverability
of
the
brand
values
with
sufficient
headroom resulted for all the brands, except for the following.
The
sensitivity
analyses
indicated
some
impairment
risks
for
the
above-mentioned
Lallier
and
Rhum
Agricole
brands
as
well
as
Bulldog
and
the
Glen
Grant
brands
that
incurred
impairment
losses
in
2020.
The
results
of
the
stress
tests
are
aligned
with
the
sensitivity
analyses
being
Lallier,
Rhum
Agricole
as
well
as
Bulldog
and
the
Glen
Grant
facing
impairment
risks
under
the
stress
scenarios.
Regarding
the
Bulldog
and
the
Glen
Grant
brands,
their
recoverable
amounts
have
increased
under
the
current
test
due
to
improved
business
performance
and
continued
positive
premiumisation
trends
respectively.
However,
as
there
is
still
a
risk
of
impairment
losses
under
both
the
stress
tests
and
sensitivity
analysis
56
and
the
persisting
volatility,
the
Group
considers
it
reasonable
to
not
reverse
at
this
stage
the
impairment
losses
recorded
in
2020
for
both
brands
57
.
The
Group
will
closely
monitor
the future development of the brands and carefully assess the recoverability of the trademark values.
IAS36
defines
recoverable
amount
as
the
higher
of
an
asset’s
or
cash-generating
unit’s
fair
value
less
cost
of
disposals
and
its
value
in
use.
In
measuring
the
recoverable
amount
of
the
brand
values,
the
Group
considers
the
’value
in
use’
determined
for
Lallier
and
Rhum
Agricole
brands
to
be
a
proxy
of
their
fair
value
less
cost
of
disposals,
for
the
following
reasons:
(i)
the
value
in
use
is
measured
by
using
a
valuation
methodology
(MEEM)
which
is
widely
accepted
in
practice
for
determining
the
brands’
fair
value,
for
example
in
a
purchase
price
allocation
following
an
acquisition
and
(ii)
the
Group
business
plans
for
these
three
brands
can
be
considered
market
participant
as
there
is
no
indication
that
a
different
player
would
have
taken
a
different
business
strategy
on such brands.
A
commonly
accepted
alternative
method
of
measuring
‘fair
value
less
costs
of
disposal’
is
based
on
transaction
multiples.
This,
however,
requires
identifying
a
representative
sample
of
comparable
transactions
that
are
not
consistently
available
across
the
different
types
of
assets.
As
benchmarks
are
typically
available
for
measuring
business
values
as
a
whole,
instead
of
a
brand
only,
such
methodology
would
not
be
suitable
for
these
purposes.
Values of brand as of 31 December 2021
The values of brands at 31 December 2021 and 2020 are shown in the table below.
The GlenGrant and Old Smuggler
(1)
Asset with finite life. The brand value amortized over a timeframe of 10 years until 2025.
(2)
Pre-reclassification figures which do not include the changes resulting from the purchase price allocation adjustments.
Changes
in
brand
values
at
31
December
2021
compared
with
31
December
2020
are
mainly
due
to
the
impairment
losses
of
the
Rhum
Agricole
and
Lallier
brands
for
a
total
of
€6.9
million,
and
exchange
rate
effects
of €26.6 million.
56
Possible loss ranging from €1.4 million to €4.2 million for Bulldog and possible loss ranging from €0.6 million to €10.3 million for the GlenGrant.
57
Impairment losses of €15.5 million for the GlenGrant and €15.8 million for Bulldog in 2020.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
172
vi.
Other non-current assets
A breakdown of other non-current assets is shown in the table below.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
173
Equity investment in other companies
Other non-current receivables from main shareholders
Other non-current receivables
The
items
equity
investment
in
other
companies
included
the
10%
interests
in
Thirsty
Camel
Ltd.,
a
local
player
that is specialised in the marketing and distribution of alcoholic and non-alcoholic products in the territory.
vii.
Other current assets
A breakdown of other current assets is shown in the table below.
of which perimeter effect
(1)
Other receivables from tax authorities
Advances and other receivables from suppliers
Receivables from personnel
Receivables from Parent Company for Group VAT
(1)
The perimeter effect comprises the incorporation of Trans Beverages Company Ltd..
Other
receivables
from
tax
authorities,
totalling
€24.6
million,
primarily
comprise
€20.9
million
for
VAT
and
€1.1
million for excise duties.
The table below shows a broken down of receivables by maturity.
Total receivables broken down by maturity
(1)
The item does not include prepaid expenses.
Total receivables broken down by maturity
(1)
The item does not include prepaid expenses.
The
tables
below
provide
information
on
the
change
in
the
provision
for
bad
debt
and
the
credit
risk
exposure
of
the Group’s other current receivables using a provisional matrix.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
174
Exchange rate differences and other changes
other current receivable days past due
Estimated total gross carrying amount at default
Provision for expected credit losses
other current receivable days past due
Estimated total gross carrying amount at default
Provision for expected credit losses
viii.
Assets held for sales
Net assets held for sale are valued at the lower of net book value and fair value less selling costs.
Property, plant and equipment
Total assets classified as held for sales
The
property
in
France
was
disposed
of
during
2021
and
the
production
assets
located
in
Brazil,
including
the
ceased Sorocaba facility, have been totally impaired as of 31 December 2021.
ix.
Other non-current liabilities
A breakdown of other non-current liabilities is shown in the table below.
Other employee benefits
(1)
Medium-long term incentive plans
Other non-current liabilities
Other non-current liabilities
(1)
Including non-recurring last mile long-term incentive schemes.
The
change
of
€14.1
million
is
mainly
related
to
non-recurring
last
mile
long-term
incentive
schemes
with
retention
purposes
to
be
potentially
recognised
to
senior
management.
For
more
information,
please
refer
to
‘Governance’
section.
x.
Other current liabilities
A breakdown of other current liabilities is shown in the table below.
of which perimeter effect
(1)
Amounts due to controlling shareholder for Group VAT
Tax on alcohol production
Withholding and miscellaneous taxes
Other current liabilities
(1)
The change includes a marginal impact related to the incorporation of Trans Beverages Company Ltd..
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
175
The
increase
of
€33.4
million
in
other
current
liabilities
is
mainly
attributable
to
the
payables
to
staff
due
to
the
catch-up of incentive plans, all in line with the positive business performance in 2021.
The maturities of other payables are shown in the tables below.
other payables to third parties
other payables to third parties
8.
Operating working capital
This
section
explains
the
Group’s
operating
working
capital
composition
broken
down
into
the
various
items
that
are managed to generate the Group performances.
i.
Trade receivables
A breakdown of trade receivables is shown in the table below.
of which perimeter effect
(1)
Trade receivables from costumers
Trade receivables from associates
Receivables in respect of contributions to promotional costs
(1)
The change includes a marginal impact related to the incorporation of Trans Beverages Company Ltd..
The
table
below
shows
the
trade
receivables
broken
down
by
maturity.
In
light
of
the
analysis
performed
on
estimated
expected
future
losses
(using
the
expected
credit
loss
method),
no
receivables
were
considered
as
not yet due and not written down.
provision for expected future losses and bad debt
Total receivables broken down by maturity
(1)
This item does not include prepaid expenses.
provision for expected future losses and bad debt
Total receivables broken down by maturity
(1)
This item does not include prepaid expenses.
The
overdue
category
decreased
significantly
from
€95.3
million
in
2020
to
€60.3
million
in
2021
thanks
to
the
Group efficient management of payment terms.
The following tables show the impairment changes for expected future losses and bad debt in 2021 and 2020.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
176
provision for expected future losses and bad debt
Exchange rate differences and other changes
provision for expected future losses and bad debt
Perimeter effect for acquisitions
Exchange rate differences and other changes
At
31
December
2021,
the
provision
for
expected
future
losses
and
bad
debt
amounted
to
€6.9
million,
which
was
down
by
€1.2
million
compared
to
2020.
It
includes
the
impairment
of
specific
receivables
in
order
to
reflect
the
estimated
realisable
value.
The
utilisations
for
the
year
were
due
to
the
settlement
of
lawsuits
outstanding
from previous periods.
The
tables
below
set
out
the
information
related
to
the
credit
risk
exposure
on
the
Group’s
trade
receivables
using a provision matrix:
trade receivables days past due
Estimated total gross carrying amount at default
Provision for expected credit losses
trade receivables days past due
Estimated total gross carrying amount at default
Provision for expected credit losses
The
amount
of
the
provision
and
the
level
of
utilisation
over
the
years,
confirms
that
overall,
the
Group
is
exposed
to a cluster of customers and markets that are not significantly affected by credit risk.
ii.
Trade payables
A breakdown of trade payables is shown in the table below.
of which perimeter effect
(1)
Trade payables to external suppliers
(1)
The change includes a marginal impact related to the incorporation of Trans Beverages Company Ltd..
During
2021,
the
Group
continued
to
join
the
reverse
factoring
programme
launched
in
2020
in
cooperation
with
an
external
banking
provider
and
selected
key
suppliers.
The
programme
involved
strategic
partners
based
in
Italy
to
allow
participating
suppliers
to
receive
early
payments
on
their
invoices.
Based
on
the
programme’s
characteristics
and
the
nature
of
the
transaction,
the
trade
payables
in
scope,
continued
to
be
classified
as
a
trade
payable
on
the
grounds
which
led
to
an
improvement
in
terms
of
commercial
payment
without
giving
any
guarantee
or
change
other
terms
or
conditions
of
the
original
agreements.
The
programme
increased
payables
by approximately €20.3 million at 31 December 2021 (€7.0 million at 31 December 2020).
The table below shows the trade payables broken down by maturity.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
177
iii.
Inventories and biological assets
The breaks down of this item is as follows.
of which perimeter
effect
(1)
2020 post-reclassifications
Finished products and goods for resale
Raw materials, supplies and consumables
Current biological assets
(1)
The change includes a marginal impact related to the incorporation of Trans Beverages Company Ltd..
Stocks
totalled
€745.7
million
at
31
December
2021,
up
by
€87.4
million
on
31
December
2020.
This
change
was
mainly
attributable
to
organic
increases
connected
with
the
growing
business
as
well
as
to
the
rising
in
stocks
of
maturing
inventories
in
line
with
the
Group’s
strategic
premiumisation
guidelines.
The
exchange
rate
effect
was
also
significant,
accounting
for
approximately
one
third
of
the
total
change,
as
a
result
of
the
localisation
of
significant inventories out of Eurozone and in particular in the Americas.
The effect of the consolidation of Trans Beverages Company Ltd. was negligible and amounted to €1.7 million.
Current
biological
assets
at
31
December
2021
totalled
€3.7
million,
corresponding
to
the
fair
value
of
the
sugar
cane,
grapes
and
agave
harvests
that
had
not
yet
ripened.
All
these
biological
products
are
classified
as
current
inventory
in
consideration
of
their
annual
vegetative
growing
process,
except
agave,
which
is
also
classified
as
inventory
during
the
6-year
growing
period
even
though
the
agave
plants
are
not
yet
ripe
for
the
harvest
useful
for
distillation,
as
they
can
theoretically
be
sold
as
a
growing
plant.
For
more
information
related
to
the
fair
value
estimation,
refer
to
paragraph
4
xii-‘Biological
assets’.
No
guarantees
were
given
to
third
parties
in
relation
to
these
inventories.
Agricultural
produce
in
Martinique
benefitted
from
public
grants
of
€0.3
million
(€0.5
million
in
2020).
Inventories
are
reported
minus
the
relevant
impairment
provisions.
The
changes
in
2021
and
2020
are
shown
in
the tables below.
Exchange rate differences and other changes
Perimeter effect for acquisitions
Exchange rate differences and other changes
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
178
9.
Net financial debt
This
section
provides
details
of
the
Group’s
net
financial
debt
composition
broken
down
into
the
various
items.
Figurative
financial
assets
and
liabilities
arising
from
rent
and
lease
agreements
are
also
provided
in
this
section.
i.
Cash and cash equivalents
The breakdown of the Group’s cash and cash equivalents is as follows.
of which perimeter effectʿ¹ʾ
Bank current accounts and cash
Term deposit maturing within 3 months
Cash and cash equivalents
(1)
The perimeter variation included the net cash outflow for the following transactions:
- finalisation of the joint venture agreement in wines&spirits e-commerce segment with the partner Moët Hennessy,
-
the
effect
deriving
from
the
incorporation
of
the
subsidiary
in
South
Korea
into
Campari
Group
accounts:
Trans
Beverages
Company
Ltd.
was
previously
represented
as
a
joint
venture
investment
in
Campari
Group’s
accounts,
while,
during
the
first
half
of
2021,
in
line
with
the
Group’s
strategy
to
empower
its
presence in the Asian Pacific region, the Group increased its interests by raising its stake from 40% to 51%,
- the acquisition of 40% interest in the newly incorporated joint venture in Taiwan, named Spiritus Company Limited,
- the acquisition of 10% stake in Thirsty Camel Ltd., classified as other investments.
For more information on these transactions, please refer to paragraph ‘Significant events of the year’ of the management board report.
At
31
December
2021,
the
extremely
solid
cash
flow
generation
was
attributable
to
the
very
satisfactory
performance
of
the
Group’s
business
achieved
during
the
year.
For
a
better
understanding
of
the
liquidity
management,
reference
is
made
to
cash
flow
information
and
the
net
financial
debt
(note
9
viii-’Reconciliation
with
net financial debt and cash flow statement’).
ii.
Other current financial assets
A breakdown of other current financial assets is shown in the table below.
Valuation at fair value of forward contracts
Financial receivables from Terra Moretti (i.e. business disposal
(1)
)
Other current financial assets
(1)
Receivable current portion associated with the past sale of Sella&Mosca S.p.A. and Teruzzi&Puthod S.r.l..
iii.
Other non-current financial assets
A breakdown of other non-current financial assets is shown in the table below.
Financial receivables from Terra Moretti (i.e. business disposal
(1)
)
Non-current financial assets
(1)
Receivable non-current portion associated with the past sale of Sella&Mosca S.p.A. and Teruzzi&Puthod S.r.l..
At
31
December
2021,
term
deposits
of
€4.2
million
were
intended
to
acquire
the
remaining
shareholdings
in
J.Wray&Nephew Ltd., for which the Group has an equal financial liability for put option and earn-out.
iv.
Lease components
Changes in the lease payables in 2021 and 2020 are provided in the tables below.
exchange rate differences
and other changes
exchange rate differences
and other changes
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
179
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
180
The IBRs applied in 2021 and 2020 were as follows.
for the year ended 31 December 2021
Currency
for the year ended 31 December 2020
Currency
The amounts recognised in the cash flow were as follows.
for the years ended 31 December
Total cash outflow for lease capital
Total cash outflow for lease interests
(2.9)
(3.2)
Total cash outflow for lease
The tables below show the breakdown of financial liabilities for leases by asset class.
Total financial liabilities for leases as of 31 December 2021
Total financial assets for leases as of 31 December 2021
Total financial assets and liabilities (net value) as of 31 December 2021
Total financial liabilities for leases as of 31 December 2020
Total financial assets for leases as of 31 December 2020
Total financial assets and liabilities (net value) as of 31 December 2020
v.
Non-current financial debt
The breakdown of bonds and other non-current liabilities is as follows:
Liabilities and loans due to banks
Liabilities for put option and earn-out payments
Other non-current financial liabilities
Non-current financial liabilities
Total non-current financial debt
The
main
financial
liabilities
and
the
main
changes
that
occurred
in
the
composition
of
financial
liabilities
during
the year are as follows:
At 31 December 2021, the Bonds item included the following issues placed by the Parent Company.
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
181
At
31
December
2021
the
bond
issued
in
2017
by
the
Parent
Company,
with
a
nominal
value
of
€50.0
million,
has
been reclassified to short term due to the maturing date being within twelve months (April 2022).
The
residual
change
recorded
in
2021
relates
to
the
amortised
cost
of
the
above
long-term
portion
of
bonds
and
was negative at €0.8 million.
-
Liabilities and loans due to banks
This item includes euro-denominated loans entered with leading banks as follow.
3-months Euribor plus 1.126% spread
(3)
3-month Euribor no floor plus 1.227% spread and up-front fees of 0.35%
(1)
The current portion is classified in current liabilities – loans due to banks.
(2)
The
loan
was
accompanied
by
a
revolving
credit
facility
for
the
same
amount
and
maturity,
at
an
interest
rate
of
3-month
Euribor
plus
a
0.75%
spread,
as
well
as drawdown fees. The revolving credit facility was not used at 31 December 2021.
(3)
Inclusive of the related interest rate swap.
3-months Euribor plus 1.126% spread
3-month Euribor no floor plus a 1.227% spread and up-front fees of 0,35%
0.75% and up-front fees of 0.20%
The
increase
compared
to
last
year
is
explained
by
the
dynamic
management
of
loan
exposure
connected
to
the
needs
of
the
financial
activity
combined
with
management
of
liabilities
focused
on
benefiting
from
favourable
market opportunities.
-
Liabilities for put options and earn-out
The
changes
of
non-current
liabilities
for
put
option
and
earn-out
in
2021
and
2020
are
shown
in
the
tables
below.
variation impacting
profit or loss
variation impacting Group net
equity or investment value
amortisation costs effect
reclassification to current liability
exchange rate differences and other changes
of which measured at fair value
of which measured at amortised cost
variation impacting
profit or loss
variation impacting Group net
equity or investment value
amortisation costs effect
reclassification to current liability
exchange rate differences and other changes
of which measured at fair value
of which measured at amortised cost
At 31 December 2021, the long-term portion of the item included:
-
the
estimated
payable
for
put
options
and
earn-out
linked
to
Ancho
Reyes
and
Montelobos
totalling
€44.2
million
payable
starting
from
2024
increased
by
€3.3
million
during
the
year
based
on
exchange
rate
effects
and
was
subject to a remeasurement, which led to a decrease of €0.7 million;
-
the
estimated
payable
for
put
options
and
earn-out
related
to
the
Lallier
acquisition
totalling
€6.2
million
payable
starting from 2023.
The
significant
movement
reported
during
2021
was
related
to
the
reclassification
to
current
financial
items
of
€50.6
million
liability
associated
with
the
Société
des
Produits
Marnier
Lapostolle
S.A.S.
business
combination
and
emerging
from
the
agreements
signed
with
a
number
of
the
former
shareholders
for
the
purchase
of
some
of
the
remaining
shares
held
by
them
in
the
next
twelve
months.
The
company's
committed
liability
related
to
Tannico
of
€2.0
million
(€1.6
million
in
2020)
linked
to
a
personnel
compensation
scheme
was
paid
in
the
context
of
the
formation of the new 50/50 joint venture with Moët Hennessy.
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
182
vi.
Current financial debt
The
table
below
provides
a
breakdown
of
the
Group’s
bond,
loans
due
to
banks
and
other
current
financial
payables.
Accrued interest on bonds
Liabilities for put option and earn-out payments
Liabilities on hedging contracts
Current liabilities for hedge derivatives not in hedge accounting
Other financial liabilities
The
main
financial
liabilities
and
the
main
changes
that
occurred
in
the
composition
of
financial
liabilities
during
the year are as follows:
As
mentioned
in
the
previous
paragraph,
at
31
December
2021
the
bond
issued
in
2017
with
a
nominal
value
of
€50.0
million,
a
fixed
annual
coupon
of
1.768%
and
maturing
on
April
2022
has
been
reclassified
to
short-term
liability.
-
Liabilities and loans due to banks
At
31
December
2021,
loans
due
to
banks
reported
a
net
decrease
of
€46.2
million
due
to
repayment
of
loans
and
credit
facilities.
The
item
includes,
in
addition
to
the
current
portion
of
medium
/
long-term
loans,
some
short-
term
loans
managed
dynamically
to
strengthen
the
Group's
financial
structure
further
and
achieve
greater
flexibility to respond promptly to the still volatile macroeconomic context.
-
Liabilities for put options and earn-out payments
The
changes
of
non-current
liabilities
for
put
option
and
earn-out
occurred
in
2021
and
2020
are
shown
in
the
tables below.
variation impacting
profit or loss
variation impacting Group net
equity or investment value
reclassification from non-current liability
exchange rate differences and other changes
of which measured
at fair value
of which measured
at amortised cost
variation impacting
profit or loss
variation impacting Group
net equity or investment
value
amortisation costs effect
reclassification from non-current liability
exchange rate differences and other changes
of which measured at fair value
of which measured at amortised cost
At
31
December
2021,
the
short-term
portion
of
the
item
included
€45.0
million
liability
resulting
from
the
agreements
signed
for
the
purchase
of
all
the
remaining
shares
in
Société
des
Produits
Marnier
Lapostolle
S.A.S.
reclassified
as
current
item
during
the
year
net
of
the
settlements
completed
during
the
year,
and
€3.2
million
liability
for
the
purchase
of
the
residual
non-controlling
shares
in
J.Wray&Nephew
Ltd,
secured
by
restricted
cash
and cash equivalents.
vii.
Reconciliation with net financial debt and cash flow statement
The reconciliation with the Group’s net financial debt is set out below.
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
183
Cash and cash equivalents
Other current financial assets
Current financial receivables (B)
Loans due to banks current
Current portion of lease payables
Other current financial payables
Current portion of payables for put option and earn-out
Current financial payables (C)
Net current financial debt (A+B+C)
Loans due to banks non-currentʿ¹ʾ
Non-current portion of lease payables
Non-current portion of bonds
Non-current portion of payables for put option and earn-out
Other non-current financial liabilities
Non-current financial debt (D)
Reconciliation with the Group's net financial debt as shown in the
Management board report:
Non-current financial receivables
(1)
Including related derivatives.
(2)
In accordance with ESMA guidelines.
Reconciliation with the cash flow statement
A
reconciliation
of
the
changes
in
financial
liabilities
used
in
financing
activities
indicated
in
the
cash
flow
statement
and the balances shown on the financial statements is provided below.
Cash Flow generated (absorbed)
from financial liabilities
other financial assets
(liabilities)
Notional liabilities addition
- of which long-term debt
(4)
- of which other borrowings
(1)
Included related derivatives.
(2)
Cash flow generated (absorbed) from financial liabilities.
(3)
Net change in short-term financial payables and bank loans is equal to €19.1 million (proceeds of €232.9 net of repayments of €213.8).
(4)
The repayment of non-current borrowings related to the long-term debt item is €158.2 (of which €149.2 current and €9.0 non-current).
Cash Flow generated (absorbed) from
financial liabilities
other financial assets
(liabilities)
Notional liabilities addition
Perimeter effect for acquisitions
(1)
Included related derivatives.
(2)
Included in cash flow statement.
viii.
Financial instruments-disclosures
The
value
of
individual
categories
of
financial
assets
and
liabilities
held
by
the
Group
at
31
December
2021
and
31 December 2020 is shown below.
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
184
at 31 December 2021
€ million
measurement
at amortised
cost
measurement at fair value
through profit and loss
(3)
measurement at fair value with changes
recognised in the statement of comprehensive
income
Cash and cash equivalents
Current financial receivables
Other non-current financial assets
Accrued interest on bonds
Other current financial liabilities
Other non current financial liabilities
Liabilities for put option and earn-out payments
Current assets for hedge derivatives, not in hedge accounting
Current liabilities for hedge derivatives, not in hedge
accounting
Current assets for hedging derivatives
Non-current liabilities for hedging derivatives
(2)
Current liabilities for hedging derivatives
(1)
Excluding derivative on loan due to bank.
(2)
Derivative on loan due to bank.
(3)
Liabilities linked to some business combination may be elected to have the fair value variation accounted for against the Group equity.
at 31 December 2020
€ million
measurement at
amortised cost
measurement at fair value
through profit and loss
measurement at fair value with changes
recognised in the statement of
comprehensive income
Cash and cash equivalents
Current financial receivables
Other non-current financial assets
Accrued interest on bonds
Other financial liabilities
Liabilities for put option and earn-out payments
(2)
Current assets for hedging derivatives
Non-current liabilities for hedging derivatives
(3)
Current liabilities for hedging derivatives
(1)
Excluding derivative on loan due to bank.
(2)
Liabilities linked to some business combination may be elected to have the fair value variation accounted for against the Group equity
(3)
Derivative on loan due to bank.
Hedging activities and derivatives
The
Group
is
exposed
to
certain
risks
relating
to
its
ongoing
business
operations.
The
primary
risks
managed
using derivative instruments are foreign currency risk and interest rate risk.
Derivatives
are
designated
as
hedging
instruments
in
the
form
of
1)
foreign
exchange
forward
and
option
contracts,
elected
as
cash
flow
hedges
to
hedge
highly
probable
forecast
sales
and
purchases
in
different
currencies
compared
to
Euro
and,
2)
interest
rate
swap
contract
to
mitigate
the
risk
associated
to
variable
interest
rate changes on loan and bond agreements not issued at a fixed interest rate.
The
Group
used
also
derivatives
not
designated
as
hedging
instruments
to
reflect
the
change
in
fair
value
of
foreign
exchange
of
forward
and
option
contracts
that
are
not
elected
in
hedge
relationships,
but
are,
nevertheless,
intended to reduce the level of foreign currency risk for expected sales and purchases.
In
connection
with
the
establishment
of
joint
ventures
in
Spiritus
Co.
Ltd
and
CT
Spirits
Japan
Ltd.,
commitments
to
increment
the
ownership
in
these
companies
exists
in
the
form
of
call
option
elected
as
derivative
financial
instruments
measured
at
fair
value
with
impact
in
the
Campari
Group
statement
of
profit
or
loss.
At
31
December
2021
the
fair
value
was
negligible.
At
the
time
of
the
expiring
of
the
call
options
and
in
case
of
satisfaction
of
the
conditions
stated
in
the
relevant
agreement
between
parties,
the
derivatives
will
be
replaced
by
an
increased
interest in the companies
.
The
table
below
shows
a
breakdown
of
the
foreign
exchange
contracts
on
highly
probable
sales
and
purchases
and interest rate swap on loan as well as call agreements over joint ventures elected as derivative instruments.
Foreign exchange forward contracts and options (highly probable forecast sales and purchases)
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
185
foreign exchange forward contracts and options
(highly probable forecast sales and purchases)
notional amount
hedged items
notional amount
hedged items
notional
amount
hedged items
carrying
amounts
hedging
instruments
change in fair
value gain
(losses)
notional
amount
hedged items
carrying
amounts
hedging
instruments
change in fair
value gain
(losses)
foreign exchange forward contracts and options
(highly probable forecast sales and purchases)
Interest rate swap contracts
notional amount
hedged items
carrying
amounts
hedging
instruments
(1)
change in fair
value gain
(losses)
notional amount
hedged items
carrying
amounts
hedging
instruments
(1)
change in fair
value gain
(losses)
(1)
The carrying value is included in the line ‘Loans due to banks’ in the financial instruments’ recap table reported above.
Put and call agreements
notional amount
hedged items
carrying
amounts
hedging
instruments
change in fair
value gain
(losses)
notional amount
hedged items
carrying
amounts
hedging
instruments
change in fair
value gain
(losses)
call option on associates and joint ventures
and
The
notional
amount
recognized
in
2020
related
to
the
commitment
with
Tannico
to
increase
the
investment
in
the
associate:
the
commitment
was
transferred
to
the
Dioniso
group
as
part
of
the
50/50
joint
venture
with
Moët
Hennessy.
10.
Risk management and capital structure
This
section
details
the
Group’s
capital
structure
and
the
financial
risks
it
is
exposed
to.
For
information
on
the
composition
of
and
changes
in
shareholders’
equity
during
the
periods
under
review,
refer
to
the
statement
of
changes in shareholders’ equity.
With
regards
to
capital
management,
Campari
Group
has
implemented
a
dividend
distribution
policy
which
reflects
the
Group
priority
to
use
its
available
financial
sources
mainly
to
fund
external
growth
via
acquisitions.
Concomitantly,
via
the
Parent
Company
Davide
Campari-Milano
N.V.,
the
Group
carries
out
share
buyback
programs
on
a
rolling
basis
intended
to
meet
the
obligations
arising
from
share-based
payments
plans
currently
in
force
or
to
be
adopted.
The
financial
requirements
deriving
from
the
aforementioned
capital
management
operations
are
managed
dynamically
maintaining
an
appropriate
level
of
flexibility
with
regard
to
acquisition
opportunities
and
funding
options,
also
taking
into
account
the
optimal
and
sustainable
level
of
financial
solidity
which
is
monitored
on
an
ongoing
basis
through
the
index
net
debt
on
EBITDA-adjusted.
For
the
purposes
of
the
ratio
calculation,
net
debt
(refer
to
note
9
viii-‘Reconciliation
with
net
financial
debt
and
cash
flow
statement’)
is
the
value
of
the
Group’s
net
financial
debt
at
31
December
2021,
whereas
the
EBITDA-adjusted
relates
to
the
Operating
result
excluding
depreciation
and
amortization
and
other
operating
income
(expenses)
(refer
to
note
6
v-‘Selling,
general
and
administrative
expenses
and
Other
operating
income
and
expenses’
and
6
vii-‘Depreciation
and
amortisation’).
At
31
December
2021,
this
multiple
was
1.6
times,
compared
with
2.8
times
at
31
December
2020,
based
on
consistent
calculation
criteria.
The
decrease
of
the
ratio
during
the
year
2021
was
mainly
driven
by
the
decrease
in
net
financial
debt
thanks
to
the
positive
cash
generation
from
the
business
performance,
as
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
186
well
as
the
improved
EBITDA-adjusted,
which
incorporated
the
results
of
the
year
ending
2021,
largely
enhanced
compared with the results as of 31 December 2020.
i.
Nature and extent of the risks arising from financial instruments
The
Group’s
main
financial
instruments
include
current
accounts,
short-term
deposits,
short
and
long-term
loans
due
to
bank,
lease
payables
and
bonds.
The
purpose
of
these
is
to
finance
the
Group’s
operating
activities.
In
addition, the Group has trade receivables and payables resulting from its operations.
The
main
financial
risks
to
which
the
Group
is
exposed
are
market
(currency
and
interest
rate
risk),
credit
and
liquidity risk. These risks are described below, together with an explanation of how they are managed.
To
cover
these
risks,
the
Group
uses
derivatives,
primarily
interest
rate
swaps,
cross-currency
swaps
and
forward
contracts, to hedge interest rate and exchange rate risks.
In
specific
markets
in
which
the
Group
operates,
sales
are
concentrated
in
a
limited
number
of
key
customers.
Therefore,
a
possible
change
in
the
priorities
or
deterioration
of
the
financial
conditions
of
these
customers
could
have
significant
adverse
effects
on
the
Group’s
business
and
outlook.
Furthermore,
if
these
key
customers
view
the
contractual
terms
and
conditions
as
no
longer
acceptable,
they
may
ask
for
them
to
be
renegotiated,
resulting
in
less
favourable
terms
and
conditions
for
the
Group.
Examples
of
mitigation
measures:
monitoring
of
customers
at
market
level,
strategy
and
innovation
development
at
corporate
and
market-level,
multi-country
investment
strategy.
With
regard
to
trade
transactions,
the
Group
works
with
medium-sized
and
large
customers
(large-scale
retailers,
domestic and international distributors) on which credit checks are performed in advance.
Each
company
carries
out
an
assessment
and
control
procedure
for
its
customer
portfolio
constantly
monitoring
amounts received. In the event of excessive or repeated delays, supplies are suspended.
Historically,
losses
on
receivables
represent
a
very
low
percentage
of
revenues
and
outstanding
annual
receivables,
and
significant
hedging
and/or
insurance
is
put
in
place
where
there
is
uncertainty
about
cash
collection.
Financial
transactions
are
carried
out
with
leading
domestic
and
international
institutions,
monitored
ratings
to
minimise counterparty insolvency risk.
The
maximum
risk
associated
with
commercial
and
financial
transactions
at
the
reporting
date
is
equivalent
to
the
net
carrying
amount
of
these
assets,
also
taking
the
risk
of
expected
credit
loss
estimated
by
the
Group
using
the
business model identified.
The
Group’s
ability
to
generate
substantial
cash
flow
through
its
operations
minimises
liquidity
risk.
This
risk
is
defined as the difficulty of raising funds to cover the Group’s financial obligations payment.
The
table
below
summarises
financial
liabilities
at
31
December
2021
by
maturity,
based
on
contractual
repayment
obligations,
including
non-discounted
interest.
For
comments
related
to
the
Group’s
liquidity
during
the
year,
refer
to the introduction of note 9-‘Net financial debt’.
Payables for put option and earn-out
Other financial liabilities
Other non-financial liabilities
Payables for put option and earn-out
Other financial liabilities
Other non-financial liabilities
The
Group’s
financial
payables,
except
non-current
payables
with
a
fixed
maturity,
consist
of
short-term
bank
debt.
Thanks
to
its
liquidity
and
significant
generation
of
cash
flow
from
operations,
the
Group
has
sufficient
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
187
resources
to
meet
its
financial
commitments
at
maturity.
In
addition,
there
are
unused
credit
lines
that
could
cover
any liquidity requirements.
A
breakdown
of
the
effective
interest
rate,
taking
all
the
cost
components
of
the
amortised
costs
into
account,
divided by type of financial liability is as follows.
Effective e interest rate
effective interest rate
(1)
fixed rate 0.572% + variable rate
(2)(3)
Parent Company bond issues:
(1)
Calculated on any difference between the initial amount of the liability and the maturity amount.
(2)
The
figure
shown
relates
to
the
applied
rate
and
maturity
of
the
loans
due
to
banks
by
Davide
Campari
Milano
N.V.
,
which
is
responsible
for
nearly
all
market
funding.
(3)
Inclusive of the interest rate swap on the term loan subscribed in 2019.
The
Group
is
exposed
to
the
risk
of
fluctuating
interest
rates
in
respect
of
its
financial
assets,
loans
due
to
banks
and lease agreements.
The
Parent
Company’s
2017,
2019
and
2020
bond
issues
pay
interest
at
a
fixed
rate
.
Overall,
at
31
December
2021, 92% (88% 2020) of the Group’s total financial debt was fixed-rate debt.
Sensitivity analysis
The
table
below
shows
the
effects
of
a
possible
change
in
interest
rates
on
the
Group’s
statement
of
profit
or
loss,
if
all
other
variables
remain
constant.
A
negative
value
in
the
table
indicates
a
potential
net
reduction
in
profit
or
loss,
while
a
positive
value
indicates
a
potential
net
increase
in
this
item.
The
assumptions
used
with
regard
to
a
potential change in rates are based on an analysis of the trend on the reporting date.
As
regards
the
fixed-rate
financial
liabilities
hedged
by
interest
rate
swaps,
the
change
in
the
hedging
instrument
offsets the difference in the underlying liability, with practically no effect in the statement of profit or loss.
increase in interest rates
decrease in interest rates
in interest rates in basis point
The
Group
develops
its
business
activities
globally,
and
sales
in
non-euro
markets
are
progressively
increasing.
However,
the
establishment
of
Group
companies
in
countries
including
the
United
States,
Brazil,
Australia,
Argentina,
Russia
and
Switzerland
allows
exchange
rate
risk
to
be
partly
hedged,
since
both
costs
and
income
are denominated in the same currency.
For
Campari
Group,
net
exposure
to
foreign
exchange
effects
is
limited
to
transactions
concluded
among
Group
companies
relating
to
certain
sales
and
purchases
regulated
in
currencies
other
than
the
functional
currencies
of
the
companies.
Although
these
transactions
represent
only
a
portion
of
the
overall
business,
the
Group
policy
regularly
determines
the
net
exposure
to
the
primary
currencies
to
mitigate
the
residual
foreign
exchange
risk
by
using forward and option derivatives agreements.
Sensitivity analysis
An
analysis
was
performed
on
the
effects
of
a
possible
change
in
the
exchange
rates
against
the
Euro
on
the
statement of profit or loss, keeping all the other variables constant.
This
analysis
does
not
include
the
consolidated
financial
statements’
effect
on
translating
the
financial
statements
of subsidiaries denominated in a foreign currency following a possible change in exchange rates.
The
assumptions
adopted
regarding
a
potential
change
in
rates
are
based
on
an
analysis
of
forecasts
provided
by financial information agencies on the reporting date.
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
188
The
types
of
transactions
included
in
this
analysis
are
sales
and
purchases
in
any
currency
other
than
the
Group’s
functional currency.
The
effects
on
shareholders’
equity
are
determined
by
changes
in
the
fair
value
of
forward
contracts
on
future
transactions, which are used as cash flow hedges.
increase in exchange rates
decrease in exchange rates
in interest rates in basis point
Market
risk
consists
of
the
possibility
that
changes
in
exchange
rates,
interest
rates
or
the
prices
of
raw
materials
or
commodities
(alcohol,
aromatic
herbs,
sugar,
cereals
and
agave)
could
negatively
affect
the
value
of
assets,
liabilities or expected cash flows.
The
price
of
raw
materials
depends
on
a
wide
variety
of
factors,
which
are
difficult
to
forecast
and
are
largely
beyond
the
Group’s
control.
Historically,
the
Group
has
had
no
problem
obtaining
high-quality
quantities
of
raw
materials.
However,
we
cannot
exclude
that
the
Group
could
face
challenges
in
getting
supplies
of
raw
materials.
The
Group
is
in
the
process
of
implementing
measures
aimed
at
limiting
the
risk
of
raw
material
price
fluctuations,
including
co-investments
agricultural
production
agreements
with
local
producers,
the
benefits
of
which
can
be
seen over the medium-term as they are related to natural growing processes.
The
Campari
Group
has
a
substantial
inventory
of
aged
product
categories,
such
as
Bourbon
whisky,
Scotch
whisky,
Canadian
whisky,
rum,
cognac
and
tequila,
which
mature
over
lengthy
periods.
While
the
maturing
inventory
is
stored
at
numerous
locations
around
the
world,
the
loss
as
a
result
of
contamination,
fire,
or
other
natural
disaster
or
destruction
resulting
from
negligence
or
the
acts
of
third
parties
or
otherwise
of
all
or
a
portion
of
the
inventory
of
any
one
of
those
aged
product
categories
may
not
be
replaceable
and,
consequently,
may
lead
to
a
substantial
decrease
in
the
supply
of
those
products.
Additionally,
the
judgmental
nature
of
determining
how
much
of
the
Group’s
aged
products
to
lay
down
in
any
given
year
for
future
consumption
involves
an
inherent
risk
of
forecasting
error.
Finally,
price
is
another
critical
element,
as
the
recoverability
of
the
cost
incurred
in
the
maturing
process
is
subject
to
the
Group's
ability
to
select
an
adequate
range
of
premium
products
capable
of
satisfying
the
needs
of
demanding
customers
while
the
loss
of
sales
and
market
shares
or
lead
to
future
excess
inventory
and
decreased
profit
margin.
The
Group
regularly
reviews
its
marketing
and
production
strategy
to
mitigate those risks enabling long-term forecasting analytical tools.
ii.
Debt management
The
Group’s
debt
management
objectives
are
based
on
its
ability
to
ensure
that
it
retains
an
optimal
level
of
financial
soundness,
while
maintaining
an
appropriate
level
of
liquidity
that
enables
it
to
secure
an
economic
return
and,
at
the
same
time,
access
external
sources
of
funding.
The
Group
monitors
changes
to
its
net
debt/EBITDA-
adjusted
ratio
on
an
ongoing
basis
as
commented
in
the
above
note
10.-‘Risk
management
and
capital
structure’.
iii.
Shareholder’s equity
The
Group
manages
its
capital
structure
and
changes
it
based
on
the
prevailing
economic
conditions
and
the
specific
risks
of
the
underlying
asset.
To
maintain
or
change
its
capital
structure,
the
Group
may
adjust
the
dividends
paid
to
shareholders
and/or
issue
new
shares.
For
information
on
the
composition
of
and
changes
in
shareholders’ equity during the periods under review, see the statement of changes in shareholders’ equity.
-
Issued capital and capital structure
At
31
December
2021,
the
issued
capital
of
Davide
Campari-Milano
N.V.
is
represented
in
the
table
below.
Both
ordinary and special voting shares have a nominal value of €0.01 each.
No movements occurred during 2021 in the composition of the issued capital.
special voting shares
(1)
Issued capital at 31 December 2021
(1)
Special voting shares A.
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
189
The
features
of
the
special
voting
shares
(which
can
be
A,
B,
C
depending
on
the
voting
rights
assigned)
are
described
in
the
articles
of
association
as
well
as
in
the
terms
and
conditions
for
special
voting
shares
(‘SVS
Terms’). The special voting shares are not tradable on a regulated market.
-
Outstanding shares, own shares rights associated to the shares
During
the
2021,
the
Group
launched
a
share
buyback
programme
covering
the
period
8
April
2021
to
8
October
2022
coordinated
by
EXANE
BNP
Paribas
by
31
March
2022
at
the
latest
.
The
programme
is
carried
out
pursuant
to
article
5
of
Regulation
(EU)
596/2014,
in
accordance
with
a
resolution
approved
by
the
Shareholders’
Meeting,
authorising
the
purchase
of
own
shares
to
serve
the
existing
stock
option
plans
for
the
Group’s
management
which
were
resolved
by
the
Shareholders’
Meeting
and
the
Shareholders'
Meetings
of
the
previous
years
and
other
incentive
plans
currently
in
force.
The
external
broker
responsible
for
implementing
the
programme
acted
in
compliance
with
the
statutory
limits
and
the
shareholders’
resolutions.
The
transactions
carried
out
under
the
programme are regularly communicated to the competent authorities pursuant to applicable legislation.
Furthermore,
this
programme
included
a
contractually-agreed
reward
mechanism,
based
on
which
an
amount
deriving
from
the
outperformance
58
in
the
purchase
cost
of
the
shares
during
the
programme
shall
be
allocated
by
Campari
to
an
energy
efficiency
project,
namely
the
installation
of
photovoltaic
panels
in
one
of
the
Group’s
main
production
plants
located
in
Italy
(Novi
Ligure),
making
it
possible
to
insource
the
production
of
renewable
electricity
and
reduce
emissions,
in
line
with
Campari
Group’s
energy
efficiency
and
decarbonation
agenda.
Since
the
outperformance
generated
by
the
share
buyback
programme
is
higher
than
what
was
originally
expected,
it
is
possible
to
extend
the
financing
of
the
environmental
sustainability
photovoltaic
transformation
project
also
to
the
Italian
plant
in
Canale,
in
addition
to
the
plant
in
Novi
Ligure
(Italy).
By
introducing
this
share
buyback
programme
linked
to
an
ESG
commitment,
Campari
further
confirms
its
strong
commitment
to
the
responsible
use
of
resources
and
reduction
of
the
environmental
impact
of
its
production
activities,
one
of
the
four
pillars
of
Campari Group’s sustainability roadmap.
The table below shows the reconciliation between the number of outstanding shares at 31 December 2021.
Outstanding shares at 31 December 2020
Ordinary shares repurchased under share
repurchase program
Ordinary shares assigned under share
based programs
Special voting shares allocation
Outstanding shares at 31 December 2021
Own shares as a % total respective shares
With
reference
to
ordinary
shares,
between
1
January
and
31
December
2021
the
Company
assigned
19,015,454
of
own
shares,
out
of
which
19,009,546
shares
were
sold
for
a
total
cash-in
of
€68.3
million,
corresponding
to
the
average
exercise
price
multiplied
by
the
number
of
own
shares
sold
to
stock
option
beneficiaries,
while
additionally
5,908
shares
were
transferred
in
the
context
of
share
matching
plans.
In
the
same
period,
the
Company
purchased
5,931,376
shares
at
an
average
price
of
€12.0,
for
a
total
amount
of
€71.0
59
million.
At
31
December
2021,
the
Company held 29,109,729 own shares, equivalent to 2.5% of the share capital.
With
reference
to
special
voting
shares,
between
1
January
and
31
December
2021
the
Company
allocated
the
nominal
value
of
34,521,538
special
voting
shares
to
the
treasury
shares
reserve.
This
resulted
from
disposals
of
outstanding
ordinary
shares
having
corresponding
special
voting
shares.
During
the
year
no
cancellation
of
the
treasury special voting shares has been resolved by the shareholders’ meeting of the Company.
On
12
May
2021
a
transaction
carried
out
via
block
trade
mechanism
was
completed
for
an
amount
of
3,756,833
Campari
shares
which
have
been
purchased
by
31
stock
option
beneficiaries
(‘relevant
beneficiaries’)
following
the
exercise
of
stock
options
in
accordance
with
the
terms
and
conditions
of
the
applicable
Campari
stock
options
regulation
and
simultaneously
the
same
number
of
shares
has
been
sold
by
the
relevant
beneficiaries
via
the
above-mentioned
block
trade.
In
order
to
ensure
an
orderly
process
for
the
sale
of
the
shares
by
the
relevant
beneficiaries
(corresponding
to
approximately
0.3%
of
Campari’s
share
capital),
the
transaction
was
fully
implemented
through
a
block
trade
with
Goldman
Sachs
International
for
the
distribution
of
the
shares
to
institutional
investors
only.
The
stock
option
plan
relevant
for
this
transaction,
was
approved
by
Campari
shareholders'
meeting
held
on
29
April
2016
and
is
part
of
an
ongoing
long-term
incentive
plan
consisting
of
58
The outperformance is the difference between the purchase price and the average VWAP (Volume Weighted Average Price) during the execution period.
59
The amount does not include the payable of €0.1 million to be collected in connection with the share buyback programme.
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
190
multiple
rolling
grants.
In
particular,
under
the
executed
2016
plan,
on
11
May
2016,
stock
options
were
assigned
with
(i)
a
five-year
vesting
period,
(ii)
a
subsequent
two-year
exercise
period
and
(iii)
a
strike
price
equal
to
€4.28
(each
option
entitling
the
beneficiary
to
purchase
one
Campari
share).
Currently,
net
of
certain
early
exercises
and
cancellations
(due
to
early
retirements
or
employment
terminations),
the
outstanding
stock
options
assigned
in
2016
are
equal
to
11,717,577
(inclusive
of
the
above
3,756,833
options)
and
were
distributed
across
156
beneficiaries
(inclusive
of
the
relevant
beneficiaries).
Amongst
the
relevant
beneficiaries
and
in
the
context
of
the
above-mentioned
block
trade,
Robert
Kunze-Concewitz,
Chief
Executive
Officer
of
Campari
Group,
exercised
1,166,860
options
and
sold
the
resulting
1,166,860
Campari
shares;
Paolo
Marchesini,
Chief
Financial
Officer
of
Campari Group, exercised 816,802 stock options and sold the resulting 816,802 Campari shares.
The
tables
below
shows
the
reconciliation
between
the
number
of
outstanding
shares
at
31
December
2020
and
at 31 December 2019.
Outstanding shares at 31 December 2019
Capital reduction of ordinary shares to non-
distributable reserve
Capital reduction of own shares
Special voting shares allocation at the
Redomiciliation date
Ordinary shares repurchased under incentive plans
Special voting shares allocation
Ordinary shares assigned under incentive plans
Outstanding shares at 31 December 2020
Own shares as a % total respective shares
Outstanding shares at 31 December 2018
Ordinary shares repurchased under incentive plans
Ordinary shares assigned under incentive plans
Outstanding shares at 31 December 2019
Own shares as a % total respective shares
-
-
Dividends paid and proposed
The table below shows the dividends approved and paid during the year and previous years.
of which, to owners of the Parent
of which, to non-controlling interests
The
dividends
submitted
for
the
approval
of
the
General
Meeting
of
Shareholders
called
to
approve
the
financial
statements
for
the
year
ended
31
December
2021
is
€67.9
million,
calculated
based
on
shares
outstanding
at
31
December
2021
and
to
be
recalculated
based
on
the
total
number
of
outstanding
shares
as
of
the
coupon
detachment
date.
For
information
purposes,
based
on
the
29,109,729
own
shares
held
at
31
December
2021,
the
shares
outstanding
at
the
same
date
amounted
to
1,132,490,271.
The
proposed
dividend
for
the
period
is
€
0.06
per share, increasing by +9.1% compared to the previous financial year.
For information on the dividend payments in the last five years, refer to the following ‘Other reserves’ note.
-
Other reserves and retained earnings attributable to Group shareholders
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
191
retained earnings and other reserves
currency
translation
differences
remeasurement
of defined
benefit plans
treasury
shares
ordinary
shares
treasury
special
voting
shares
total retained
earnings and
other
at 31 December 2020 before
non-controlling interest
Cost of share-based payments
for the period
Share-based payments
assigned
Profits (losses) allocated to
shareholders' equity
Tax effect recognised in
shareholder's equity
Effects from hyperinflation
accounting standard adoption
Purchase of treasury shares
Changes in ownership
interests
at 31 December 2021 before
non-controlling interest
Non-controlling interests
Changes in ownership
interests
at 31 December 2021
including non-controlling
interests
retained earnings and other reserves
currency
translation
differences
hyperinflation
effect
reserve
remeasurement
of defined
benefit plans
treasury
shares-
common
shares
treasury
shares-
special
voting
shares
total
retained
earnings
and other
reserves
at 31 December 2019 before non-
controlling interest
Cost of stock option for the period
Profits (losses) allocated to
shareholders' equity
Tax effect recognised in
shareholder's equity
Effects from hyperinflation
accounting standard adoption
Purchase of treasury shares
Changes in ownership interests
at 31 December 2020 before non-
controlling interest
Non-controlling interests
Changes in ownership interests
at 31 December 2020 including
non-controlling interests
The
change
in
the
currency
translation
differences
reserve
mainly
related
to
net
assets
denominated
in
US
Dollar,
Canadian Dollar and Great Britain Pound.
Changes
in
ownership
interests
are
related
to
the
recognition
of
effects
from
the
movement
in
non-controlling
interests
having
an
effective
involvement
in
the
conduct
of
the
business
and
where
their
interest
must
continue
to
be
represented
in
addition
to
the
Group’s
shareholders’
equity
and,
at
the
same
time,
the
financial
liability
relating
to
the
put
and/or
call
option
agreements
must
be
recorded.
Any
subsequent
remeasurements
of
the
fair
value
of
the
financial
liability
relating
to
the
put
and/or
call
option
agreements
are
treated
as
transactions
with
minority
shareholders and recognised as Group’s shareholders’ equity up to the date of their liquidation.
The
changes
in
ownership
interests
,
including
the
reclassification
of
non-controlling
interests
values
and
put
option
and earn-out remeasurements to Group reserves, are as follows.
for the year ended 31 December 2021
net result of the period
(1)
exchange rate and other
movement
put and/or call option
remeasurement
total reclassification to
Group equity
Ancho Reyes and Montelobos
Changes in ownership interests
(1)
Excluding the net result of the period of BBS Group equal to €(0.2) million and Trans Beverages equal to €0.3 million.
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
192
for the year ended 31 December
2020
reclassification of
initial non-controlling
interest value
net result of the
period
(1)
exchange rate and
other movement
put and/or call option
remeasurement
total reclassification to
Group equity
Ancho Reyes and Montelobos
Changes in ownership interests
(1)
Excluding the net result of the period of BBS Group equal to €(0.2) million.
In
terms
of
the
distribution
of
dividends
during
the
last
five
years,
the
utilisation
of
the
retained
earnings
reserve
was as follow.
approved and paid during the years
retained earnings reserve
-
Other comprehensive income
The
changes
during
the
year
and
the
related
tax
effect
on
other
comprehensive
income
items
for
the
years
ended
31 December 2021 and 2020 were as follows.
Profit (loss) components for the period
Other comprehensive income components
Related Income tax effect
Foreign currency translation:
Exchange differences on translation of foreign operations
Total foreign currency translation
Remeasurements of defined benefit plans:
Gains/(losses) on remeasurement of defined benefit plans
Related Income tax effect
Total remeasurements of defined benefit plans
-
Shareholders’ equity attributable to non-controlling interests
The changes during the year are reflected below.
Bellonnie et
Bourdillon group
Ancho Reyes and
Montelobos
perimeter effect for acquisition
reclassification to group net equity
Bellonnie et
Bourdillon group
Ancho Reyes and
Montelobos
perimeter effect for acquisition
reclassification to group net equity
The non-controlling interests at 31 December 2021 amounted to €3.0 million.
The
main
changes
in
2021
were
related
to
the
inclusion
of
Trans
Beverages
Company
Ltd.
into
the
consolidation
perimeter with a residual share portion attributable to non-controlling interests equal to €1.6 million.
With
regard
to
Lallier
group
and
Ancho
Reyes
and
Montelobos
the
existence
of
reciprocal
purchase/sale
agreements
involving
put/call
option
mechanisms
with
several
existing
non-controlling
shareholders
required
the
recognition
of
a
financial
liability
related
to
the
future
purchase
obligation
(refer
to
note
9
v-‘Non-current
financial
debt’)
and
the
simultaneous
elimination
of
the
amount
recognised
under
non-controlling
interests
in
favour
of
the
Group’s
shareholders’
equity
(refer
to
note
‘Other
reserves
and
retained
earnings
attributable
to
Group
shareholders’ above).
Campari Group-Annual report for the year ended 31 December
2021
Ù
Consolidated financial statements
193
% of ownership interest
2021
% of ownership interest
2020
Bellonnie et Bourdillon group
Ancho Reyes and Montelobos
Group % of non-
controlling interest
Bellonnie et
Bourdillon group
Ancho Reyes
and Montelobos
Profit (loss) for the period
Profit (loss) for the period attributable to non-
controlling interest
Net assets attributable to non-controlling interest
Of which represented as non-controlling interest in
Campari Group statement of changes in shareholders'
equity
Group % of non-
controlling interest
Bellonnie et
Bourdillon group
Ancho Reyes and
Montelobos
Profit (loss) for the period
Profit (loss) for the period attributable to non-controlling
interest
Net assets attributable to non-controlling interest
Of which represented as non-controlling interest in
Campari Group statement of changes in shareholders'
equity
-
Transactions with non-controlling interests
Except
for
the
business
combination
completed
during
the
year
and
involving
non-controlling
interests,
there
were
no other transactions with them for the years ended 31 December 2021 and 2020.
iv.
Basic and diluted earnings per share
Basic
earnings
per
share
are
determined
as
the
ratio
of
the
Group’s
portion
of
net
profits
for
the
year
to
the
weighted
average
number
of
ordinary
shares
outstanding
during
the
year.
The
Group’s
treasury
shares
are
excluded
from
this
calculation.
Diluted
earnings
per
share
are
determined
taking
the
potential
effect
resulting
from
options
allocated
to
beneficiaries
of
dilutive
share-based
payment
plans
into
account
in
the
calculation
of
the
number of outstanding shares. Basic and diluted earnings per share are calculated as shown in the table below.
Group net profit attributable to ordinary shareholders
Weighted average of ordinary share outstanding
Group net profit attributable to ordinary shares outstanding net of dilution
Weighted average of ordinary share outstanding
Weighted average of shares from the potential
exercise of stock options with dilutive effect
Weighted average of ordinary shares outstanding net of dilution
Diluted earnings per share
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
194
11.
Other disclosures
This
section
includes
additional
financial
information
required
by
the
relevant
accounting
standards,
or
that
management considers being material for shareholders.
i.
Share-based payments
Davide
Campari-Milano
N.V.
has
several
own
shares
that
can
be
used
to
support
share-based
payments
requirements. The table below shows changes in the number of own shares held during the periods considered.
no. of ordinary shares held
purchase price (€ million)
Sales
of
own
shares
during
the
year,
which
are
shown
in
the
above
table
at
an
amount
equal
to
the
original
purchase
cost
of
€139.8
million
(€59.8
million
in
2020),
were
carried
out
at
the
actual
market
price
totalling
€68.3
million
(€22.4
million
in
2020).
The
Parent
Company
reported
a
negative
difference
of
€71.5
million
(€37.4
million
in
2020),
which
was
recorded
in
shareholders'
equity
(embedded
within
the
retained
earnings)
and
partially
offset
by the use of the stock option
reserve of €11.3 million
(€6.1 million in 2020)
.
-
Compensation plans in the form of stock options
The
Parent
Company
Davide
Campari-Milano
N.V
.,
has
a
number
of
incentive
plans
in
place;
these
take
the
form
of
stock
option
plans,
governed
in
accordance
with
the
shareholders’
resolution,
pursuant
to
applicable
law,
and
implemented by means of a specific regulation (‘Stock Option Regulations’).
The
purpose
of
the
plan
is
to
offer
beneficiaries
who
occupy
key
positions
at
the
Group
the
opportunity
to
own
shares
in
Davide
Campari-Milano
N.V
.,
thereby
aligning
their
interests
with
those
of
other
shareholders
and
fostering loyalty, in the context of the strategic goals to be achieved.
The
recipients
are
employees,
directors
and/or
individuals
who
regularly
work
for
one
or
more
Group
companies,
who
have
been
identified
by
the
Board
of
Directors
of
Davide
Campari-Milano
N.V
.,
and
who,
on
the
approval
date
of
the
plan
and
until
the
date
that
the
options
are
exercised,
have
worked
as
employees
and/or
directors
and/or in any other capacity at one or more Group companies without interruption.
The
Board
of
Directors
of
Davide
Campari-Milano
N.V
.
has
the
right
to
draft
regulations,
select
beneficiaries,
and
determine the share quantities and values for the execution of the stock option plans.
The
Shareholders’
meeting
of
8
April
2021
approved
a
new
stock
option
plan,
established
the
maximum
number
of
shares
that
may
be
granted
and
authorised
by
the
Board
of
Directors
of
the
Company
to
identify,
within
the
limits
laid
down
at
the
Shareholders’
meeting,
the
beneficiaries
and
the
number
of
options
that
may
be
granted
to
each.
Options
were
therefore
granted
on
4
May
2021
to
individual
beneficiaries,
giving
them
the
right
to
exercise
them
within
two
years
of
the
end
of
the
fifth
year
from
the
grant
date.
The
total
number
of
options
granted
in
2021
for
the
purchase
of
further
shares
was
645,795
(12.474.917
in
2020)
with
an
average
grant
price
of
€9.91
(€6.41
in
2020),
equivalent
to
the
weighted
average
market
price
in
the
month
preceding
the
day
on
which
the
options
were granted.
The following table shows the changes in stock option plans during the periods concerned.
Average
allocation/exercise
price (€)
Average
allocation/exercise
price (€)
Options outstanding at the beginning of the period
Options granted during the period
(Options cancelled during the period)
(Options exercised during the period)
(1)
(Options expired during the period)
Options outstanding at the end of the period
of which exercisable at the end of the period
(1)
The average market price on the exercise date was €11.41.
The exercise prices for the options granted in each year range were as follows.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
195
The
stock
option
plan
does
not
include
vesting
conditions
linked
to
business
results
or
to
market
conditions.
The
following assumptions were used for the fair value measurement of options issued in 2021 and 2020.
Black-Scholes model parameters
Expected option life (years)
The
average
fair
value
of
options
granted
in
2021
was
€1.99
(€2.40
in
2020).
The
average
remaining
life
of
outstanding options at 31 December 2021 was 3.3 years (3.0 years at 31 December 2020).
-
Share-based payments in the form of ‘Employees Share Ownership plan’
The
Shareholders’
meeting
of
8
April
2021
approved
the
resolution
to
implement
an
Employee
Share
Ownership
Plan
(‘ESOP’),
which
is
a
share
matching
plans
offering
employees
the
opportunity
to
invest
in
Davide
Campari-
Milano
N.V.
shares
for
which
free
shares
will
be
granted
after
a
certain
vesting
period.
ESOP
aims
at
encouraging
employees
to
share
the
Company’s
values,
strengthening
the
sense
of
belonging
and
encouraging
active
participation
in
the
Group’s
long-term
growth.
The
ESOP
is
intended
for
all
Group
employees,
with
the
exception
of
members
of
the
Board
of
Directors.
These
employees
will
be
offered
the
opportunity
to
allocate
certain
amounts
to
the
plan.
Their
contributions
will
be
used
to
purchase
shares
of
Davide
Campari-Milano
N.V.
(the
‘Purchased
Shares’)
by
the
plan
administrator
and,
after
a
three-year
vesting
period,
complementary
free
shares
will
be
awarded.
After
the
closing
of
the
enrolment
period
between
18
October
and
17
December
2021,
the
participation
rate
of
eligible
Campari
Group’s
employees
amounted
to
51.6%.
This
initiative
will
start
having
an
impact
on
the
Group’s
accounts
from
the
first
quarter
of
2022
and
the
accounting
treatment
will
follow
the
accounting
treatment
applied for benefits granted in the form of stock option plans.
As
part
of
this,
the
Extra-Mile
Bonus
Plan
(‘EMB’)
programme
was
awarded
in
2021
representing
a
preparatory
assignment to the launch of the ESOP programme with which it shares the main features.
The
above-mentioned
Shareholders’
meeting
approved
the
resolution
to
reward
all
permanent
employees,
who
worked
at
the
Group
for
at
least
6
months
during
2020,
with
the
exception
of
the
Group
Leadership
Team,
for
their
participation
in
the
Group’s
performance.
Eligible
employees
will
be
awarded
the
right
to
receive
a
number
of
Campari
shares
for
free,
subject
to
their
continued
employment
during
a
vesting
period
of
three
years.
This
beforementioned
initiative
started
having
an
impact
on
the
Group’s
accounts
from
the
third
quarter
of
2021.
The
fair
value
of
the
EMB
plan
is
represented
by
the
awarded
number
of
rights
assigned
calculated
based
on
the
annual base gross salary of eligible employees as at 31 December 2020, divided by twelve.
The table below shows the changes in EMB rights during 2021.
outstanding rights at the beginning of the year
assigned during the period
cancelled during the period
exercised during the period
expired during the period
outstanding rights at the end of the year
In
terms
of
phantom
stock
option
plan
awarded
under
the
EMB
plan,
if
a
share-based
scheme
is
not
permitted
or
is
not
effective
based
on
specific
national
legislation,
a
liability,
negligible
at
31
December
2021,
was
recorded
under the item personnel long-term liabilities.
The
ESOP
and
EMB
information
documents,
drafted
in
accordance
with
applicable
legislation,
are
available
on
the Company’s website:
www.camparigroup.com/en/page/group/governance
.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
196
ii.
Provisions for risks, future charges and contingent assets
The tables below show the changes in this item during 2021 and 2020.
Change resulting from provisional allocation of acquisition value
at 31 December 2020 post-reclassifications
Exchange rate differences and other changes
(1)
The change of €12.9 million referred to the reclassification of provisions for uncertain tax positions to current tax payables.
Change resulting from provisional allocation of acquisition value
at 31 December 2019 post-reclassifications
Perimeter effect for acquisition
Exchange rate differences and other changes
The
restructuring
provision
includes
some
tail-end
effects
coming
from
the
restructuring
programme
of
the
agricultural sugar business launched last year in Jamaica and still on-going.
Other
provisions
involved
recognition
by
the
Company
and
subsidiaries
of
liabilities
for
various
lawsuits,
including
a
Brazilian
legal
dispute
totalling
€8.9
million
over
a
distribution
agreement
and
some
customers
suit
in
France
totalling €3.1 million.
The
information
reported
below
concerns
contingent
liabilities
arising
from
outstanding
disputes,
for
which
the
provision recognition criteria have not been met on the date of this report.
Various
disputes
are
outstanding
with
the
Brazilian
tax
authorities;
however,
the
Group
believes
it
is
unlikely
to
lose the cases, based on the information available at the date of this report.
On
the
date
of
this
report,
a
dispute
amounting
to
BRL6.6
million
(€1.0
million
at
the
exchange
rate
on
31
December
2021)
including
the
related
penalties
corresponding
to
production
tax
(IPI)
remains
ongoing.
The
tax
authorities
contested
the
correct
classification
of
products
sold
by
Campari
do
Brasil
Ltda..
Based
on
the
assessments
conducted
by
external
legal
consultants,
the
Group
believes
that
the
outcome
of
the
dispute
will
be
in favour of the Company. It is therefore deemed unnecessary at present to create a specific provision.
Another
outstanding
dispute
relates
to
a
tax
inspection
report
concerning
the
payment
of
ICMS
(tax
on
the
consumption
of
goods
and
services)
with
respect
to
sales
made
by
Campari
do
Brasil
Ltda.
to
four
customers
in
2000,
2005,
2007
and
2008.
The
amount
specified,
including
penalties,
totalled
BRL68.2
million
(€10.8
million
at
the
exchange
rate
on
31
December
2021)
plus
interest.
Based
on
the
assessments
conducted
by
external
legal
consultants,
which
have
appealed
the
findings
of
the
local
tax
authorities,
the
Group
believes
that
the
outcome
of
the
dispute
will
be
in
favour
of
the
Company.
It
is
therefore
deemed
unnecessary
at
present
to
create
a
specific
provision.
During
2021
the
Brazilian
Supreme
Court
finalised
the
judgment
of
the
fiscal
dispute
related
to
certain
indirect
taxes
(Social
Integration
Programme
levy
(PIS)-social
security
financing
levy
(COFINS))
on
the
circulation
of
goods
and
services
(ICMS)
concerning
the
final
ruling
issued
by
the
Brazilian
federal
tax
court
(TFR).
The
dispute
related
to
the
right
to
exclude
certain
PIS/COFINS
taxes
from
the
ICMS
calculation
base
and
the
right
to
offset
amounts
paid
since
2002.
The
Supreme
Court’s
final
decision
clarified
the
valuation
methodology
to
be
applied
to
define
the
amount
of
indirect
tax
wrongfully
paid
and
officially
requested
by
the
Group
in
compensation.
The
difference
between
the
minimum
amount
recognised
in
the
2019
Group
accounts
and
the
total
value
of
the
request,
was
represented
and
disclosed
as
contingent
asset
in
both
the
Campari
Group's
31
December
2019
and
2020
financial
statements.
In
consideration
of
the
positive
development
of
the
matter
and
the
fact
that
the
sentence
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
197
is
final
and
unappealable,
the
residual
amount
claimed
was
deemed
virtually
certain
and
recognised
in
Group
profit
or
loss
in
2021
for
a
total
amount
of
BRL70.1
million
(€11.1
million
at
the
spot
exchange
rate
at
31
December
2021
or
€10.9
million
converted
at
the
average
exchange
rate
for
the
twelve
months
ending
31
December
2021,
including interests).
At 31 December 2021 there were no
unrecognised contingent assets.
iii.
Fair value information on assets and liabilities
A
summary
of
the
financial
assets
and
liabilities
is
shown
below,
irrespective
of
the
proposed
classification
based
on the applicable business model and their carrying amount and corresponding fair value.
Cash and cash equivalents
Current financial receivables
Current assets for hedging derivatives
Current assets for hedge derivatives, not in hedge accounting
Other non-current financial assets
Accrued interest on bonds
Other current and non-current financial liabilities
Current liabilities for hedging derivatives
Non-current liabilities for hedging derivatives
(2)
Current liabilities for hedge derivatives, not in hedge accounting
Liabilities for put option and earn-out payments
Securities to group companies for credit lines
Customs guarantees for excise duties
Unrecognised financial instruments (commitments)
(1)
Excluding related derivate.
(2)
Derivative on loans due to banks.
There
were
no
changes
in
the
Group’s
valuation
processes,
techniques,
and
types
of
inputs
used
in
the
fair
value
measurements
during
the
period
regarding
the
fair
value
of
a)
financial
and
b)
non-financial
instruments.
The
valuation date for all items is 31 December 2021.
a) Financial instruments
Fair value of financial instruments
:
for
financial
assets
and
liabilities
that
are
liquid
or
nearing
maturity,
it
is
assumed
that
the
carrying
amount
equates
to
fair
value;
this
assumption
also
applies
to
term
deposits,
securities
that
can
be
readily
converted
to
cash, and variable-rate financial instruments;
for
the
measurement
of
hedging
instruments
at
fair
value,
the
Group
used
valuation
models
based
on
market
parameters;
the
fair
value
of
non-current
financial
payables
was
obtained
by
discounting
all
future
cash
flows
to
present
value
under the conditions in effect at the end of the year.
Derivatives,
valued
using
techniques
based
on
market
data,
are
mainly
interest
rate
swaps
and
forward
sales/purchases of foreign currencies to hedge both the fair value of the underlying instruments and cash flows.
The
most
commonly
applied
measurement
methods
include
forward
pricing
and
swap
models,
which
use
present
value
calculations.
The
models
incorporate
various
inputs,
including
the
non-performance
risk
rating
of
the
counterparty, market volatility, spot and forward exchange rates and current and forward interest rates.
An
analysis
of
financial
instruments
measured
at
fair
value
based
on
three
different
valuation
levels
is
provided
in
the table below.
level
1:
valuation
for
the
financial
assets
in
question
was
calculated
using
a
methodology
based
on
the
NAV,
which was obtained from specialised external sources;
level
2:
valuation
used
for
financial
instruments
measured
at
fair
value
was
based
on
parameters
such
as
exchange
rates
and
interest
rates,
which
are
quoted
on
active
markets
or
are
observable
on
official
yield
curves;
level
3:
valuation
used
for
financial
liabilities
deriving
from
or
connected
to
business
combinations,
where
a
portion
of
the
consideration
was
determined
as
a
condition
subordinated
to
the
company’s
performance
acquired, based on contractually agreed indicators.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
198
Assets valued at fair value
Current financial receivables
Other non-current financial assets
Current assets for hedging derivatives
(1)
Current assets for hedge derivatives, not in hedge accounting
(1)
Liabilities valued at fair value
Liabilities for put option and earn-out payments
Non-current liabilities for hedging derivatives
(1)
Current liabilities for hedge derivatives, not in hedge accounting
(1)
Current liabilities for hedging derivatives
(1)
(1)
Items for which fair value are disclosed in the related note.
Assets valued at fair value
Current financial receivables
Other non-current financial assets
Current assets for hedging derivatives
(1)
Liabilities valued at fair value
Liabilities for put option and earn-out payments
Non-current liabilities for hedging derivatives
(1)
(1)
Items for which fair value are disclosed in the related note.
The
following
tables
show
the
valuation
techniques
used
in
measuring
level
2
and
level
3
fair
values
at
31
December
2021
for
financial
instruments
measured
at
fair
value
in
the
statement
of
financial
position,
and
the
significant unobservable inputs used.
Significant unobservable
inputs
inter-relationship
between significant
unobservable
inputs and fair
value measurement
Forward and option exchange
contracts
For
Campari
Group,
net
exposure
to
foreign
exchange
effects
is
limited
to
transactions
concluded
among
Group
companies
relating
to
certain
sales
and
purchases
regulated
in
currencies
other
than
the
functional
currencies
of
the
companies.
Although
these
transactions
represent
only
a
portion
of
the
overall
business,
the
Group
policy
regularly
determines
the
net
exposure
to
the
primary
currencies
(USD,
GBP,
AUD)
based
on
its
predicted
intercompany
sales
and
purchases
up
to
18
months.
The
Group
then
enters
into
foreign
currency
forward
and
option
contracts
to
hedge those exposures.
The
fair
value
is
determined
using
quoted
forward
exchange
rates
at
the
reporting
date
based
on
high
credit
quality
yield
curves
in
the respective currencies.
The
models
incorporate
various
inputs,
including
the
counterparty's
credit
rating,
market
volatility,
spot
and
forward
exchange rates and current and forward interest rates.
Derivative agreements not in
hedge accounting
Sometime
the
Group
decided
not
to
designate
foreign
currency
derivative
contracts
as
hedge
accounting
relationships
for
operational
reasons.
The
derivative
agreements
used
by
the
Group
are
forward
and
option
exchange
contracts
covering
foreign
exchange
exposure
on
receivables
and
payables,
for
which
the
natural hedge effect is obtained.
Interest
rate
swaps
agreements
are
namely
connected
with
financing.
The
fair
value
of
interest
rate
swaps
agreements
is
calculated
as
the
present
value
of
the
estimated
future
cash
flows.
Estimates
of
future
floating-rate
cash
flows
are
based
on
quoted
swap
rates,
futures
prices
and
interbank
borrowing
rates.
Estimated
cash
flows
are
discounted
using
a
yield
curve
constructed
from
similar
sources
reflecting
the
applicable
benchmark
interbank
rate
used
by
market
participants
when
pricing
interest
rate
swaps.
The
fair
value
estimate
is
subject
to
a
credit
risk
adjustment
that
reflects
the
credit
risk
of
the
Group
and
the
counterparty;
this
is
calculated
based
on
credit
spreads
derived
from current credit default swap or bond prices.
Contingent consideration and
put/call agreements connected
with business combination
The valuation model considers the present value of expected
payments, discounted using a risk-adjusted discount rate.
Ancho
Reyes
and
Montelobos
put
option
–
expected
contractually
target
business
performances
measured
over
a
period
of
5
years
from
the
acquisition date;
–
risk-adjusted
discount
rate
(31
December
2021:
2.43%,
unchanged
compared with 31 December 2020).
–
expected
contractually
target
business
performances
measured
over
a
period
of
3
years
from
the
acquisition date;
–
risk-adjusted
discount
rate
(31
December
2021:
2.43%,
31
December 2020: N/A).
The
estimated
fair
value
would
increase
(decrease) if:
–
the
expected
contractually
target
business
performances,
were higher (lower); or
–
the
risk-adjusted
discount
rate
was
lower
(higher)
with
related
impact
in
financial
liabilities
affecting
the
expected
cash
out
value
and
Campari
Group
Net
Equity.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
199
There
were
no
transfers
between
level
1
and
level
2
fair
value
measurements
during
the
period.
Contingent
considerations
and
other
minor
non-current
assets
were
transferred
from
level
2
into
level
3
fair
value
measurements
during
the
year
ended
31
December
2021
in
consideration
of
the
significant
unobservable
inputs
used in the valuation process.
The
following
table
shows
a
reconciliation
from
the
opening
balance
to
the
closing
balance
at
31
December
2021
for level 3 fair values.
contingent considerations and
put/call agreements
level 3 fair values at 31 December 2020
-reclass from level 2 to level 3
-change in fair value included in profit or loss
-change in fair value included in associates and joint venture
-change in fair value included in Group net equity
(Note 10-iii ‘Shareholder’s equity’)
-exchange rate effect and other movements
level 3 fair values at 31 December 2021
For
the
level
3
fair
value
items,
reasonably
possible
changes
at
the
reporting
date
to
one
of
the
significant
unobservable inputs, holding other inputs constant, would have been the following effects.
at 31 December 2021
€ million
profit or loss
(+) increase/(-) decrease
group net equity
(+) increase/(-) decrease
risk adjusted discount rate +/-1% (+/-100 basis points)
expected contractually target business performances +/-10% (+/-1000 basis points)
In
light
of
the
negligible
amount
of
other
non-current
assets
classified
as
level
3
fair
value
items,
no
sensitivity
was
detected
as
any
reasonably
possible
changes
at
the
balance
sheet
date
of
one
of
the
significant
unobservable
inputs,
keeping
the
other
variables
constant,
would
not
have
generated
significant
effects
either
on
the
statement
of profit or loss or on the group net equity.
A
summary
of
financial
derivatives
implemented
by
the
Group
at
31
December
2021,
broken
down
by
hedging
strategy, is shown below.
•
Derivatives used for fair value hedging
At
31
December
2021,
certain
Group
subsidiaries
have
contracts
for
hedging
payables
and
receivables
in
foreign
currency
in
place
that
meet
the
requirements
to
be
defined
as
fair
value
hedging
instruments.
These
contracts
were
negotiated
to
match
maturities
with
incoming
and
outgoing
cash
flows
resulting
from
sales
and
purchases
in
individual
currencies.
At
the
reporting
date.
the
valuation
of
these
contracts
gave
rise
to
the
reporting
of
assets
of €0.5 million and liabilities of €1.4 million.
Gains
and
losses
on
the
hedged
and
hedging
instruments
used
in
all
the
Group’s
fair
value
hedges,
corresponding
to the contracts mentioned above, are summarised below.
for the years ended 31 December
Gains on hedging instruments
Total gains (losses) on hedging instruments
Total gains (losses) on hedging items
•
Derivatives used for cash flow hedging
The Group uses the following contracts to hedge its cash flows:
interest
rate
swaps
hedging
the
risk
of
interest
rate
fluctuations
on
future
transactions
relating
to
the
stipulation
of financial loans;
hedging
of
future
sales
and
purchases
in
currencies
other
than
the
Euro
and
interest
rates
on
future
transactions.
The
fair
value
variation
of
the
hedging
instruments
during
the
year
generated
an
impact
in
other
comprehensive
income
of
€1.6
million
and
€4.3
million
in
profit
or
loss
related
to
the
reversal
of
cash
flow
reserve
associated
with
the pre-hedge derivative closed in 2018.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
200
At
the
reporting
date,
the
valuation
of
these
contracts
gave
rise
to
the
reporting
of
assets
of
€0.1
million
and
liabilities of €0.1 million.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
201
The
table
below
shows
when
the
aforementioned
hedged
cash
flows
are
expected
to
be
received
(paid),
at
31
December
2021.
These
cash
flows
concern
both
interest
and
currency
derivatives
and
have
not
been
discounted.
Since
the
company
does
not
distinguish
the
outflow
for
positive
and
negative
fair
values
of
derivative
contracts,
the below cash outflows are presented net.
for the year ended 31 December 2021 2021
for the year ended 31 December 2021 2020
The overall changes in the cash flow hedge reserve and the associated deferred taxes are shown below.
•
Hedging derivatives not reported using hedge accounting
These
instruments
are
mainly
related
to
hedges
of
future
purchases
in
currencies
other
than
the
Euro.
At
31
December
2021,
financial
liabilities
for
€0.2
were
recognised
and
financial
assets
of
€0.1
million.
At
31
December
2020,
no
financial
assets
and
liabilities
for
hedging
derivatives
not
reported
using
hedge
accounting
were
recorded.
A
fundamental
reform
of
major
interest
rate
benchmarks
(Interest
Rate
Benchmark
Reform)
is
being
undertaken
globally,
including
the
replacement
of
some
interbank
offered
rates
(IBORs)
with
alternative
nearly
risk-free
rates
(referred to as ‘IBOR reform’).
Currencies
that
will
be
affected
by
this
change
after
31
December
2021
are
CHF,
GBP
and
JPY,
which
do
not
represent countries whose interest rate risk is significant for the Group.
US
Dollar
Libor
replacement,
that
will
not
have
a
relevant
impact
for
the
Group
either,
will
be
effective
from
30
of
June 2023.
The
Group
anticipates
that
IBOR
reform
will
affect
its
operational
and
risk
management
processes
and
hedge
accounting,
even
if
on
a
limited
and
not
significant
size.
With
respect
to
the
amendments
to
IFRS
connected
to
the
‘Interest
Rate
Benchmark
Reform’
phase
2
as
highlighted
in
note
5
i.-‘Summary
of
the
new
accounting
standards
adopted
by
the
Group
from
1
January
2021,’
the
impact
on
the
Group
is
negligible
at
31
December
2021.
b) Non-financial instruments
Fair value of non-financial instruments
:
For
current
biological
assets
(agricultural
produce:
agave,
grapes
and
sugar),
the
fair
value
was
determined
based
on
the
sale
price
net
of
estimated
sales
costs,
if
available,
or
having
as
main
reference
the
total
production
costs
in
case
the
agricultural
product
is
so
peculiar
that
there
is
the
absence
of
any
active
reference
market
for
comparable plantation and similar output in terms of age and qualitative characteristics.
The
following
biological
assets
are
not
measured
at
fair
value
and
consequently
are
not
represented
in
this
disclosure section:
•
grapevines
and
agave
plantations
which
remain
classified
as
fixed
biological
assets
valued
at
cost,
net
of
accumulated depreciation and accumulated impairment losses,
•
sugar
cane
plantations
remain
classified
as
fixed
biological
assets
valued
at
cost,
net
of
accumulated
depreciation and accumulated impairment losses, up to the annual harvest.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
202
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
203
The
table
below
details
the
hierarchy
of
non-financial
instruments
measured
at
fair
value,
based
on
the
valuation
methods used:
level
1:
the
valuation
methods
use
prices
quoted
on
an
active
market
for
the
assets
and
liabilities
subject
to
valuation;
level
2:
the
valuation
methods
take
into
account
inputs
other
than
the
quoted
market
prices
in
level
1,
but
only
those that are observable on the market, either directly or indirectly;
level 3: the methods used take into account inputs that are not based on observable market data.
Assets valued at fair value
Assets valued at fair value
The
following
tables
show
the
valuation
techniques
used
in
measuring
level
2
and
level
3
fair
values
at
31
December
2021
for
non-financial
instruments
measured
at
fair
value
in
the
statement
of
financial
position,
and
the significant unobservable inputs used.
significant
unobservable inputs
inter-relationship between
significant unobservable inputs
and fair value measurement
biological assets (inventory)
The
fair
value
of
agricultural
products
grown
on
the
plant
is
determined
by
considering
the
market
value
of
similar
commodities
and
the
biological/vegetative
cycle
which
is
based
on
all
costs
incurred
in
anticipation
of
the
future
harvest
(service,
products
and
other ancillary costs).
- actual cost of cultivation and preparation
of the land and the plant per hectare
- estimated yields per hectare
- estimated market price for similar
commodities.
The estimated fair value would increase
(decrease) if:
– the estimated cost of cultivation and
preparation of the land and plantation
were higher (lower); or
- the estimated yield per hectare was
higher (lower).
All
the
biological
products
(agave,
sugar
cane
and
grapes)
are
classified
as
current
inventory
in
consideration
of
their
annual
vegetative
growing
process,
apart
from
agave
which
is
classified
as
inventory
even
during
the
6-year
growing
period
in
consideration
of
the
vegetative
characteristics
of
the
product.
The
amount
disclosed
in
the
consolidated
accounts
at
31
December
2020
for
sugar
cane
and
grapes,
was
used
in
the
production
process
during
the
year
2021
and
the
value
reported
in
the
Group
statement
of
the
financial
position
at
31
December
2021
represented the new value of agricultural products that are growing on the plants.
Biological
assets
represented
by
agricultural
products
in
inventory
were
transferred
from
level
2
into
level
3
fair
value
measurements
during
the
twelve
months
ended
31
December
2021
in
consideration
of
the
significant
unobservable inputs used in the valuation process.
The
following
table
shows
a
reconciliation
from
the
opening
and
the
closing
balance
as
of
31
December
2021
for
level 3 fair values.
biological assets in inventory
(1)
reclassification of opening balance
at 31 December 2020 post-reclassifications
harvest and reclassification to raw materials
change in fair value included in profit or loss (cost of sale)
exchange rate differences
(1)
Please refer to note 8 iii-‘Inventories and biological assets.
In
light
of
the
negligible
amount
of
biological
assets
in
inventory
classified
as
level
3
fair
value
items,
no
material
sensitivity
effect
was
detected
as
any
reasonably
possible
changes
at
the
balance
sheet
date
of
one
of
the
significant
unobservable
inputs,
keeping
the
others
variables
constant,
would
not
have
generated
significant
effects either on the statement of profit or loss or on the inventory item.
iv.
Commitments and risks
The
main
commitments
and
risks
of
the
Campari
Group
on
the
reporting
date
are
divided
into
the
following
categories:
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
204
Contractual
commitments
to
purchase
goods
or
services
totalled
€242.3
million
(€281.8
million
at
31
December
2020).
These
mainly
included
commitments
for
the
purchase
of
raw
materials,
semi-finished
goods
totalling
€67.4
million
(€107.3
million
at
31
December
2020);
the
purchase
of
packaging
and
pallets,
amounting
to
€50.9
million
(€46.9
million
at
31
December
2020);
initiatives
to
enhance
and
outsource
selected
Group
information
technology
services
totalling
€29.8
million
(€23.9
million
in
2020);
the
purchase
of
advertising
and
promotional
services
and
sponsorships
totalled
€23.3
million
(€22.4
million
at
31
December
2020)
as
well
as
for
general
and
maintenance services for €58.1 million (€64.8 million in 2020).
Existing
contractual
commitments
for
purchasing
of
property,
plant
and
equipment,
and
intangible
assets
totalling €5.8 million (€20.7 million at 31 December 2020).
Financial
guarantees.
The
Group
has
provided
financial
guarantees
in
the
context
of
the
50/50
joint
venture
in
Dioniso
Group
with
Moët
Hennessy
to
create
a
premium
pan-European
Wines&Spirits
e-commerce
player
and
which
holds
the
leading
e-commerce
platforms
for
wines
and
premium
spirits
in
Italy
Tannico
e
Wineplatform
S.p.A.
and
in
France
Ventealapropriete.com.
The
Group
is
providing
50%
of
financial
support
to
Dioniso
Group
for
the
completion
of
business
expansion
transactions
in
case
existing
cash
flows
are
not
sufficient
and
the
bank
indebtedness
or
other
third-party
financing
cannot
be
obtained
at
satisfactory
conditions.
At
31
December
2021,
the
estimated
potential
cash
out
for
the
Group
in
relation
to
Dioniso
Group
existing
commitments
in
the
form
of
put
and/or
call
option
connected
with
business
combination
and
committed
liability
for
the
personnel
compensation scheme was €32.6 million.
Other
guarantees
.
The
Group
has
provided
other
forms
of
security
in
favour
of
third
parties,
totalling
€269.0
million
at
31
December
2021
(€210.6
million
at
31
December
2020).
These
mainly
include
securities
to
Group
companies
for
credit
lines
totalling
€147.3
million
(146.9
million
at
31
December
2020)
and
customs
guarantees
for excise duties totalling €58.3 million (€58.3 million at 31 December 2020).
Contractual
commitments
for
using
of
third-party
assets
not
recognised
using
lease
accounting
.
The
table
below
breaks
down
the
amounts
owed
by
the
Group
in
future
periods
by
maturity,
relating
to
the
main
contractual
commitments
for
the
use
of
third-party
assets.
At
31
December
2021
they
related
to
warehouses
for
storing
goods
and
maturing
stock
as
well
as
information
technology
and
production
equipment.
The
increase
compared
to
2020
mainly
refer
to
the
subscription
of
new
contracts
to
secure
additional
warehouse
space
for
maturing
inventories in line with the Group strategy.
v.
Research and innovation costs
The
Group’s
research
and
development
activities
are
related
solely
to
ordinary
production
and
commercial
activities, namely ordinary product quality control and packaging studies in various markets.
The
research
and
innovation
costs
totalling
€22.9
million
in
2021
(€24.8
million
in
2020)
are
recognised
in
the
statement of profit or loss for the year they are incurred.
vi.
Grants
In
2021
no
operating
grants
for
promotional
spending
on
sparkling
wines
were
recognised
(totalled
€2.9
million
in
2020).
Operating
grants
in
support
of
industrial
investments
and
of
sugar
cane
plantations
in
Martinique
recognised in the statement of profit or loss in the period are equal to €0.8 million (€0.5 million in 2020).
vii.
Defined benefit and contribution plans
Group companies provide post-employment benefits to staff, both directly and by contributing to external funds.
The
procedures
for
providing
these
benefits
vary
depending
on
the
legal,
tax
and
economic
conditions
in
each
country
in
which
the
Group
operates.
The
benefits
are
provided
through
defined
contribution
and/or
defined
benefit
plans.
For
defined
contribution
plans,
Group
companies
pay
contributions
to
publicly
or
privately
administered
pension
funds,
based
on
either
legal
or
contractual
obligations,
or
on
a
voluntary
basis.
The
companies
fulfil
all
their
obligations
by
paying
these
contributions.
At
the
end
of
the
financial
year,
any
liabilities
for
contributions
to
be
paid
are
included
in
'Other
current
liabilities';
the
cost
for
the
period
is
recognised
in
the
statement
of
profit
or
loss.
Defined
benefit
plans
may
be
unfunded,
or
fully
or
partially
funded
by
contributions
paid
by
the
company,
and
occasionally
by
its
employees;
to
a
company
or
fund
that
is
legally
separate
from
the
company
and
which
pays
out
benefits
to
employees.
As
regards
the
Group’s
Italian
subsidiaries,
the
defined
benefit
plans
consist
of
the
employee
indemnity
liability
(‘TFR’),
to
which
its
employees
are
entitled
by
law.
Following
the
reform
of
the
supplementary
pension
scheme
in
2007,
for
companies
employing
at
least
50
people,
TFR
contributions
accrued
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
205
up
to
31
December
2006
are
considered
to
be
‘defined
benefit
plans’,
while
contributions
accruing
from
1
January
2007,
which
have
been
allocated
to
a
fund
held
at
the
INPS
(Italian
social
security
agency)
or
to
supplementary
pension
funds,
are
considered
to
be
‘defined
contribution
plans’.
The
portion
of
the
TFR
considered
as
a
defined
benefit
plan
consists
of
an
unfunded
plan
that
does
not,
therefore,
hold
any
dedicated
assets.
The
other
unfunded
defined
benefit
plans
relate
to
Campari
France
Distribution
SAS.
Campari
Deutschland
GmbH
and
Campari
Schweiz
A.G.
have
some
funded
defined
benefit
plans
in
place
for
employees
and/or
former
employees.
These
plans
have
dedicated
assets.
The
liability
for
medical
insurance
in
place
at
31
December
2021
relates
to
J.
Wray&Nephew
Ltd.
and
offers
access
to
health
care
provided
that
employees
stay
with
the
company
until
pensionable
age
and
have
completed
a
minimum
period
of
service.
The
cost
of
these
benefits
is
spread
over
the
employee’s service period using a calculation methodology similar to that used for defined benefit plans.
The
liability
relating
to
the
Group’s
defined
benefit
plans,
calculated
on
an
actuarial
basis
using
the
projected
unit
credit method, is reported in the statement of financial position, net of the fair value of any dedicated assets.
In
cases
where
the
fair
value
of
dedicated
assets
exceeds
the
value
of
the
post-employment
benefit
obligation,
and
where
the
Group
has
the
right
to
reimbursement
or
the
right
to
reduce
its
future
contributions
to
the
plan,
the
surplus is reported as a non-current asset.
The
table
below
summaries
of
the
changes
in
the
present
value
of
defined
benefit
obligations,
and
the
fair
values
of the assets relating to the plan in 2021 and 2020.
Liabilities (assets) at 31 December 2020
Amounts included in profit or loss:
- gains/(losses) on regulations implemented
Amounts included in the statement of other comprehensive income:
- gain/(losses) resulting from changes in actuarial assumptions
- exchange rate differences
- contribution to the plan by other members
- contributions to the plan by employees
Liabilities (assets) at 31 December 2021
(1)
(1)
Of
which
€30.1
million
included
under
Defined
benefit
plans
(note
11
vii);
of
which
€3.3
million
included
under
Other
non-current
liabilities
(note
9
v-‘Non-current
financial debt’ of this Campari Group consolidated financial statements).
Liabilities (assets) at 31 December 2019
Amounts included in profit or loss:
- gains/(losses) on regulations implemented
Amounts included in the statement of other comprehensive income:
- gain/(losses) resulting from changes in actuarial assumptions
- exchange rate differences
- contribution to the plan by other members
- contributions to the plan by employees
Liabilities (assets) at 31 December 2020
The
table
below
shows
the
total
changes
in
obligations
for
defined
benefit
plans
financed
using
assets
that
serve
the
plan
(funded
obligations)
and
the
liabilities
relating
to
long-term
unfunded
benefits.
It
also
includes
benefits
linked
to
medical
cover,
as
described
above,
provided
by
J.
Wray&Nephew
Ltd.
to
its
current
and/or
former
employees, and the long-term benefits of the Group’s Italian companies (‘TFR’).
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
206
Current value of obligations
gross value of
pension plans
Liabilities (assets) at 31 December 2020
Amounts included in profit or loss:
- gains/(losses) on regulations implemented
Amounts included in the statement of other comprehensive
income:
- gain/(losses) resulting from changes in actuarial
assumptions
- exchange rate differences
- contribution to the plan by other members
- contributions to the plan by employees
Liabilities (assets) at 31 December 2021
(1)
(1)
Of
which
€30.1
million
included
under
Defined
benefit
plans
(11
vii.);
of
which
€3.3
million
included
under
Other
non-current
liabilities
(note
9
v-‘Non-current
financial debt’ of this Campari Group consolidated financial statements).
Current value of obligations
gross value of
pension plans
Liabilities (assets) at 31 December 2019
Amounts included in profit or loss:
- gains/(losses) on regulations implemented
Amounts included in the statement of other comprehensive
income:
- gain/(losses) resulting from changes in actuarial
assumptions
- exchange rate differences
- contribution to the plan by other members
- contributions to the plan by employees
Liabilities (assets) at 30 December 2020
The
cost
of
work
provided
is
classified
under
personnel
costs,
financial
liabilities
on
obligations
are
classified
under
financial
liabilities,
and
the
effects
of
the
recalculation
of
actuarial
impacts
are
recognised
in
the
other
items
of
the
statement
of
other
comprehensive
income.
The
table
below
provides
a
breakdown
of
the
values
of
assets
that service the pension plans.
Fair value of plan assets
Obligations related to the plans indicated above are calculated on the basis of the following assumptions.
Growth rate of healthcare costs
Expected return on assets
The
rates
relating
to
the
costs
of
future
medical
costs
are
not
included
in
the
assumptions
used
in
determining
the
above-defined benefit obligations. Thus, any changes in these rates would not have any effect.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
207
A
quantitative
sensitivity
analysis
of
the
significant
assumptions
used
at
31
December
2021
is
provided
below.
Specifically,
it
shows
the
effects
on
the
final
net
obligation
arising
from
a
positive
or
negative
percentage
change
in the key assumptions used.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
208
Change in
the
assumptions
Impact of
positive
change
Impact of
negative change
Change in
the
assumptions
Impact of
positive
change
Impact of
negative change
Change in
the
assumptions
Impact
of
positive
change
Impact of
negative
change
Growth rate of
healthcare costs
Growth rate of
healthcare costs
The
sensitivity
analysis
shown
above
is
based
on
a
method
involving
extrapolation
of
the
impact
on
the
net
obligation
for
defined
benefit
plans
of
reasonable
changes
to
the
key
assumptions
made
at
the
end
of
the
financial
year.
The
methodology
and
the
assumptions
made
in
preparing
the
sensitivity
analysis
remain
unchanged
from
the previous year.
Given
that
pension
liabilities
have
been
adjusted
based
on
the
consumer
prices
index,
the
pension
plan
is
exposed
to
the
various
countries’
inflation
rates,
to
interest
rate
risks,
and
to
changes
in
the
future
salary
and
pension
increases.
Given
that
the
assets
servicing
the
plans
mainly
relate
to
investments
in
bonds,
the
Group
is
also
exposed
to
market
risk
in
the
related
sectors.
Overall
considering
the
contained
exposure
to
funded
pension
plans
leveraging on plan assets, the financial volatility of markets is not generating significant disruption or criticality.
The
following
payments
are
the
expected
contributions
made
in
future
years
to
provide
for
the
obligations
of
the
defined benefit plans.
Average plan duration (years)
Average plan duration (years)
viii.
Related parties
At
31
December
2021
Davide
Campari-Milano
N.V.
was
controlled
by
Lagfin
S.C.A.,
Société
en
Commandite
par
Actions.
Davide
Campari-Milano
N.V.
and
its
Italian
subsidiaries
have
adopted
the
national
tax
consolidation
scheme
for
2021
to
2023.
At
31
December
2021,
the
individual
Italian
companies'
income
tax
receivables
and
payables
were
recorded
from
or
to,
respectively,
Lagfin
S.C.A.,
Société
en
Commandite
par
Actions.
Furthermore,
Lagfin
S.C.A.,
Société
en
Commandite
par
Actions,
Davide
Campari-Milano
N.V.
and
some
of
its
Italian
subsidiaries,
have
joined
the
Group-wide
VAT
scheme.
All
tax
receivables
and
payables
are
non-interest-bearing.
Transactions
with
related
parties
form
part
of
ordinary
operations
and
they
are
carried
out
under
market
conditions
(i.e.
conditions
that
would
apply
between
two
independent
parties)
or
using
criteria
that
allow
for
the
recovery
of
costs
incurred
and
a
return
on
invested
capital.
All
transactions
with
related
parties
were
carried
out
in
the
Group’s
interest.
The tables below indicate the amounts for the various categories of transactions with related parties.
Campari Group-Annual report for the year ended 31 December
2021
Consolidated financial statements
209
receivables for tax
consolidation
payables for tax
consolidation
receivables (payables) for
Group VAT
other non-current tax
receivables
Lagfin S.C.A., Société en Commandite par Actions
% on the related financial statements item
receivables for tax
consolidation
payables for tax
consolidation
receivables (payables) for
Group VAT
other non-current tax
receivables
Lagfin S.C.A., Société en Commandite par Actions
% on the related financial statements item
other income and expenses
for the year ended 31 December 2021
Lagfin S.C.A., Société en Commandite par Actions
other income and expenses
for the year ended 31 December 2020
Lagfin S.C.A., Société en Commandite par Actions
ix.
Remuneration to the Parent Company’s board of directors
The remuneration to the Parent Company’s board of directors was as follows.
for the years ended 31 December
Short-term fix and variable remuneration
(1)
Last mile long-term retention scheme
(2)
(1)
Included in s
elling, general and administrative expenses.
(2)
Pursuant
to
the
Remuneration
Policy,
a
last
mile
incentive
scheme
with
retention
purpose
to
be
potentially
awarded
to
the
current
CEO
has
been
approved
by
the Parent Company’s corporate bodies and therefore implemented as illustrated in the Remuneration Report in the ‘Governance’ section.
On
the
date
of
this
report,
a
payable
to
directors
of
€13.2
million
was
recognised
in
the
Group’s
accounts
(at
31
December
2020
amounted
to
€1.2
million).
For
more
information
about
the
remuneration
paid,
please
refer
to
paragraph ‘Remuneration report’ in the Governance section.
x.
Employees
The
tables
below
indicate
the
average
number
of
employees
at
the
Group,
broken
down
by
business
segment,
category and region.
for the years ended 31 December
At
31
December
2021,
the
average
number
of
employees
(excluding
employees
of
joint
arrangements,
associates
and
unconsolidated
subsidiaries)
was
3,842,
of
which
879
were
based
in
Italy
and
2,963
around
the
world,
mostly
in the Americas. No Group employees are based in the Netherlands.
12.
Subsequent events
There are no significant events to report.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
211
Davide Campari-Milano N.V.-Company only financial statements at 31 December 2021
Davide
Campari-Milano
N.V.-Company
only
financial
statements
at
31
December 2021
Campari Group-Annual report for the year ended 31 December 2021
- Relazione finanziaria annuale al 31 dicembre 2019
Index-Company only financial statements
212
Index-Company only financial statements
Campari Group-Annual report for the year ended 31 December 2021
- Relazione finanziaria annuale al 31 dicembre 2019
Index-Company only financial statements
213
Campari Group-Annual report for the year ended 31 December 2021
ertification of
rtification of
-Company only financial statements
214
Company only primary statements
Statement of profit or loss
(1)
for the years ended 31 December
Advertising and promotional costs
Selling, general and administrative expenses
Share of profit (loss) of associates
(1)
For
information
on
the
definition
of
alternative
performance
measures’
reported
in
the
management
board
report,
see
the
paragraph
‘Definitions
and
reconciliation
of the Alternative Performance Measures (APMs or non-GAAP measures) to GAAP measures’.
(2)
Excise duties where the Company acts as an agent.
Statement of other comprehensive income
for the years ended 31 December
Profit for the period (A)
B1) Items that may be subsequently reclassified to the statement of profit or loss
Gains (losses) on cash flow hedge
Related Income tax effect
Total: items that may be subsequently reclassified to the statement of profit or loss
(B1)
B2) Items that may not be subsequently reclassified to the statement of profit or loss
Remeasurements of defined benefit plans:
Gains/(losses) on remeasurement of defined benefit plans
Related Income tax effect
Total remeasurements of defined benefit plans
Total: items that may not be subsequently reclassified to the statement of profit or loss
(B2)
Other comprehensive income (expenses) (B=B1+B2)
Total comprehensive income (A+B)
Campari Group-Annual report for the year ended 31 December 2021
Company only financial statements
215
Statement of financial position
(before appropriation of results)
Property, plant and equipment
Intangible assets with a finite life
Investments in subsidiaries and joint ventures
Other non-current financial assets
Other current financial assets
Cash and cash equivalents
LIABILITIES AND SHAREHOLDERS' EQUITY
Retained earnings and other reserves
Total shareholders' equity
Other non-current financial liabilities
Post-employment benefit obligations
Provisions for risks and charges
Other non-current liabilities
Total non-current liabilities
Other current financial liabilities
Other current liabilities
Total current liabilities
Total liabilities and shareholders' equity
Campari Group-Annual report for the year ended 31 December 2021
Company only financial statements
216
Statement of cash flow
Depreciation and amortisation
Gain or loss on sale of fixed assets
Impairment of tangible fixed assets, goodwill, brand and sold business
Utilizations of provisions
Change in payables to employees
Change in net operating working capital
Income taxes refund (paid)
Subsidiaries impairment loss
Change in other indirect taxes
Cash flow generated from (used in) operating activities
Purchase of tangible and intangible fixed assets
Disposal of tangible and intangible assets
Change in investments in subsidiaries, associates and joint ventures
Put options and earn-out payments
Decrease (increase) in short-term deposits and investments
Cash flow generated from (used in) investing activities
Proceeds from issue of bonds, notes and debentures
Repayments of bonds, notes and debentures
Proceeds from non-current borrowings
Repayment of non-current borrowings
Net change in short-term financial payables and bank loans
Payment of lease liabilities
Interests paid on other financial items
Other intercompany inflows (outflows) of cash
Inflows (outflows) of other financial items
Dividend paid to equity holders of the Parent
Cash flow generated from (used in) financing activities
Net change in cash and cash equivalents: increase (decrease)
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at end of period
Statement of changes in shareholders’ equity
retained
earnings and
other reserves
Allocation of prior year result
Dividend payout to Parent Company shareholders
Increase (decrease) through treasury share transactions
Increase (decrease) through share-based payment
transactions
Increase (decrease) through other changes
Total comprehensive income (expense)
retained
earnings and
other reserves
Allocation of prior year result
Dividend payout to Parent Company shareholders
Increase (decrease) through treasury share transactions
Increase (decrease) through share-based payment
transactions
Increase (decrease) through other changes
Total comprehensive income (expense)
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
217
Notes to the Company only financial statements
1.
General information
Davide
Campari-Milano
N.V.
is
a
company
listed
on
the
Italian
Stock
Exchange,
with
its
official
seat
in
Amsterdam,
in
the
Netherlands,
and
its
corporate
address
at
Via
Franco
Sacchetti
20,
20099
Sesto
San
Giovanni,
Milan,
Italy.
For
the
purposes
of
its
business
operations
in
Italy,
the
Company
has
established
a
secondary
seat
with
a
permanent representative office within the meaning set forth in article 2508 of the Italian Civil Code.
The
Company
is
entered
in
both
the
Dutch
Companies’
Register
under
the
number
78502934
and
the
Milan
Monza Brianza Lodi Chamber of Commerce under the number 06672120158.
At
31
December
2021,
53.9%
of
the
share
capital
and
66.7%
of
the
total
voting
rights
of
the
Company
were
held
by
Lagfin
S.C.A.,
Société
en
Commandite
par
Actions,
headquartered
in
Luxembourg,
in
its
turn
controlled
by
Artemisia Management S.A., Société Anonyme, which is the ultimate controlling company of Campari Group
.
Davide
Campari-Milano
N.V.
is
the
Parent
Company
of
Campari
Group.
It
trades
directly
on
the
Italian
market
and, through its subsidiaries, on the international alcoholic and non-alcoholic beverages markets.
The
Group
operates
in
around
190
countries
with
prime
positions
in
Europe
and
the
Americas.
It
has
22
production
plants worldwide, its own distribution network in 21 countries, and employs around 4,000 people.
For
ease
of
reference,
all
the
figures
in
the
notes
of
this
Company
only
financial
statement
are
expressed
in
Euro
million,
whereas
the
original
data
and
all
percentages
relating
to
changes
between
two
periods
or
to
percentages
of net sales or other indicators are always calculated/recorded using the original data in Euro.
As
Parent
Company
of
Campari
Group,
Davide
Campari-Milano
N.V.
has
also
drawn
up
the
consolidated
financial
statements of Campari Group at 31 December 2021.
The
financial
statements
of
Davide
Campari-Milano
N.V.
for
the
year
ending
31
December
2021
were
approved
and authorised it for issue on 23 February 2022 by the Board of Directors.
The
Board
of
Directors
reserves
the
right
to
amend
the
results,
up
to
the
date
of
the
General
Meeting
of
Shareholders, should any significant events occur that require changes to be made.
2.
Significant events of the year
Significant
events
during
the
period
relating
to
corporate
actions,
significant
events,
acquisitions
and
commercial
agreements
and
other
significant
events
impacting
results,
which
are
also
affecting
the
Company,
are
reported
in
a dedicated section in the management board report of this annual report, to which reference is made.
Simplification of the Campari Group’s structure
During
the
course
of
2021,
as
part
of
the
ongoing
process
of
optimising
and
streamlining
the
corporate
structure
of
Campari
Group,
Di.Ci.E.
Holding
B.V.
was
incorporated
into
Davide
Campari-Milano
N.V.
and
the
merger
was
effective
from
14
December
2021.
The
transaction
was
carried
out
pursuant
to
Section
333
paragraph
1
juncto
Section
309
of
Book
2
of
the
Dutch
Civil
Code,
on
the
basis
of
the
statements
of
financial
position
of
the
Dutch
company
at
the
incorporation
date.
Di.Ci.E.
Holding
B.V.
was
entirely
controlled
by
the
Company,
and
the
merger,
which
does
not
affect
the
controlled
companies’
accounting
values,
is
effective
for
accounting
and
tax
purposes,
from
14
December
2021.
The
book
and
financial
values
of
Di.Ci.E.
Holding
B.V.
at
the
incorporation
date
are
set
out in the table below.
Investments in Campari Group subsidiaries and associates
LIABILITIES AND SHAREHOLDERS' EQUITY
Retained earnings and other reserves (including net profit for the period)
(1)
Total shareholders' equity
Other current financial liabilities
Total current liabilities
Total liabilities and shareholders' equity
(1)
The merger was leading to a prospective to an accounting and tax effect prospectively from the incorporation date.
The
merger
of
Di.Ci.E.
Holding
B.V
resulted
in
a
net
merger
difference
of
€293.5
million
identified
as
investments
in
Campari
Group
subsidiaries
and
cash
pooling
balances,
with
the
residual
values
allocated
directly
to
the
shareholders’ equity of Davide Campari-Milano N.V. as reported below.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
218
Investment in DiCiE Holding B.V.
Allocated and recognized in equity as offset
Net increase in Davide Campari-Milano N.V. Net Equity
The
value
of
the
investment
in
DiCiE
Holding
B.V.
of
€28.5
million
disclosed
above
did
not
include
the
contribution
in
kind
recognized
to
the
employees
of
its
subsidiaries
through
stock
options
granted
by
Davide
Campari-Milano
N.V.
for
a
total
of
€15.7
million,
which
was
attributed
to
the
value
of
the
respective
equity
investments
in
the
allocation
of
the
merger
difference
(see
note
2
iv
-
'Equity
investments
in
subsidiaries,
associates
and
joint
ventures').
3.
Accounting information and policies
i.
Accounting
principles
The
annual
financial
statements
of
Davide
Campari-Milano
N.V.
(represented
by
the
‘Company
financial
statements’),
for
the
years
ending
31
December
2021,
were
prepared
in
accordance
with
Part
9
of
Book
2
of
the
Dutch
Civil
Code
and
the
International
Financial
Reporting
Standards
(‘IFRS’)
issued
by
the
International
Accounting
Standards
Board
(‘IASB’)
and
ratified
by
the
European
Union
(‘IFRS-EU’).
These
include
all
the
international
accounting
standards
(International
Accounting
Standards-‘IAS’)
and
interpretations
of
the
International
Financial
Reporting
Interpretations
Committee
(‘IFRIC’),
formerly
the
Standing
Interpretations
Committee (‘SIC’).
The
Company
has
prepared
the
financial
statements
on
the
basis
that
it
will
continue
to
operate
as
a
going
concern.
The
Directors
consider
that
there
are
no
material
uncertainties
that
may
cast
significant
doubt
over
this
assumption.
They
have
formed
a
judgement
that
there
is
a
reasonable
expectation
that
the
Company
has
adequate
resources
to
continue
in
operational
existence
for
the
foreseeable
future,
and
not
less
than
12
months
from the date of signing the Company only financial statements.
The
financial
statements
were
prepared
in
accordance
with
the
historical
cost
method
and
taking
any
value
adjustments
into
account
where
appropriate
for
certain
categories
of
assets
and
liabilities,
which
were
measured
in accordance with the methods provided by IFRS.
ii.
Form
and content
In
line
with
the
structure
of
the
financial
statements
chosen
by
the
Group,
which
is
also
adopted
for
the
annual
financial
statements
of
the
Company
itself,
the
income
statement
has
been
classified
by
function,
and
the
statement of financial position is based on a distinction between current and non-current assets and liabilities.
We
consider
that
this
format
will
provide
a
more
meaningful
representation
of
the
items
contributing
to
the
results
and financial position.
Transactions
or
events
that
may
generate
income
and
expenses
that
are
not
relevant
for
assessing
performance,
such
as
gains/losses
on
the
sale
of
fixed
assets,
restructuring
and
reorganisation
costs,
financial
expenses
and
any other non-recurring income/expenses, are described in these Notes.
This
presentation
complies
with
the
requirements
and
guidelines
of
the
European
Securities
and
Markets
Authority
(‘ESMA’) set out in ESMA/2015/1415.
In
2021,
the
Company
did
not
carry
out
any
atypical
and/or
unusual
transactions
which,
due
to
their
materiality
or
size,
type
of
counterparties
to
the
transaction,
or
method
for
determining
the
price
and
timing
of
the
event
(proximity
to
year-end),
could
give
rise
to
concerns
over
the
accuracy
or
completeness
of
the
information
in
the
financial statements, conflicts of interest, or the safeguarding of company assets.
The cash flow statement was prepared using the indirect method.
iii.
Use
of estimates
Preparation
of
the
financial
statements
and
the
related
notes
in
accordance
with
IFRS
requires
the
management
to
make
estimates
and
assumptions
that
have
an
impact
on
the
Company’s
assets
and
liabilities
and
items
in
the
profit
or
loss
during
the
year.
These
estimates
and
assumptions,
which
are
based
on
the
best
valuations
available
at
the
time
of
their
preparation
and
are
reviewed
regularly,
may
differ
from
the
actual
circumstances
and
may
be
revised
accordingly
at
the
time
that
circumstances
change,
or
where
new
information
becomes
available.
Future
outcomes can consequently differ from estimates.
Details
of
critical
estimates
and
judgements
which
could
have
a
significant
impact
upon
the
financial
statements
are set out in the related notes as follows:
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
219
•
goodwill
and
intangible
asset:
management
judgement
of
the
assets
to
be
recognised
and
synergies
resulting
from
an
acquisition.
Management
judgement
and
estimate
required
in
determining
future
cash
flows
and
appropriate
applicable
assumptions
to
support
the
intangible
asset
value.
Please
refer
to
note
6
iii-‘Intangible
assets’ of the company only financial statements at 31 December 2021;
•
investments
in
subsidiaries:
management
judgement
in
assessing
the
value
of
the
investments
in
subsidiaries
are
not
carried
at
a
value
higher
than
their
recoverable
amounts.
Please
refer
to
note
6
iv-‘
Investments
in
subsidiaries
and
associates
and
share
of
profit
(loss)
of
associates
’
of
the
company
only
financial
statements
at 31 December 2021;
•
disclosure
regarding
‘other
operating
income
and
expenses’:
management
judgement
whether
non-recurring
or
not
usual.
Please
refer
to
note
5
v-‘Selling,
general
and
administrative
expenses
and
other
operating
income and expenses ’ of the company only financial statements at 31 December 2021;
•
disclosures
for
contingent
liabilities:
management
judgement
in
assessing
the
likelihood
of
whether
a
liability
will
arise
and
an
estimate
to
quantify
the
possible
range
of
any
settlement
and
judgement
in
assessing
the
likelihood
of
the
assets
collection.
Please
refer
to
note
10
ii-‘Provisions
for
risks
and
future
charges’
of
the
company only financial statements at 31 December 2021;
•
compensation
plans
in
the
form
of
share-based
payments:
management
estimate
in
determining
the
assumptions
in
calculating
the
fair
value
of
the
plans.
Please
refer
to
note
10
i-‘Share-based
payments’
of
the
company only financial statements at 31 December 2021;
•
taxation:
management
judgement
and
estimate
required
to
assess
uncertain
tax
positions
and
the
recoverability
of
deferred
tax
assets.
Please
refer
to
note
5
xi-‘Taxation’
of
the
company
only
financial
statements at 31 December 2021.
-
Climate related matters
There
has
been
increasing
interest
in
how
climate
change
will
impact
the
Company’s
business.
With
reference
to
the
climate
related
matters,
a
critical
review
was
undertaken,
and
a
focused
analysis
was
performed
to
identify,
and
consequently
manage,
the
principal
risks
and
uncertainties
to
which
the
Company
is
exposed.
The
most
significant
area
of
effort
will
be
the
management
of
water
scarcity
and
waste
and
reducing
energy
and
GHG
emissions
in
the
supply
chain
area.
The
Company
recognises
the
importance
of
climate
change
risk
and
promotes
a
responsible
use
of
resources
and
a
reduction
of
the
environmental
impact
of
production
to
mitigate
climate
change.
In
this
context,
the
Company
has
adopted
an
environmental
policy,
issued
by
Campari
Group,
to
set
up
a
structure
dedicated
to
control
environmental
pollution,
waste,
and
water
disposal
as
well
as
emission
reduction.
Financial
statements
information
is
presented
through
historical
values
which,
by
their
nature,
do
not
fully
capture
future events.
In
determining
fair
value
measurement,
the
impact
of
potential
climate-related
matters,
including
legislation,
which
may
affect
the
fair
value
measurement
of
assets
and
liabilities
in
the
financial
statements,
has
been
considered.
These
risks
in
respect
of
climate-related
matters
are
included
as
key
assumptions
where
they
materially
impact
the
measure
of
the
recoverable
amount.
At
present,
the
impact
of
climate-related
matters
is
not
material
to
the
Company’s financial statements.
With
regard
to
the
preparation
of
the
financial
statements
and
the
analysis
conducted
aiming
to
identify
and
address
the
new
uncertainties
related
to
climate
changes
which
could
affect
the
business,
based
on
the
Company’s
strategy
outlined
in
the
context
of
the
global
supply
chain
environmental
targets,
no
critical
situation
that cannot be attributable to and addressed in the ordinary course of the business was identified.
The
Covid-19
pandemic
continues
to
impact
countries
and
economies
differently:
while
some
governments
are
starting
to
ease
restrictions,
with
a
very
positive
impact
on
consumption
trends
in
the
on-premise
channel
which
has
gradually
reopened
across
all
countries,
others
continue
to
enforce
lockdown
measures.
The
timing
and
intensity
of
the
world
recovery
still
remain
uncertain,
even
though
the
ongoing
mass
vaccination
campaigns
launched
since
the
beginning
of
2021
are
progressively
accelerating
in
many
countries
due
to
a
new
spike
of
contagions of variants.
With
regard
to
the
Company,
overall
the
situation
seems
to
be
improving,
also
thanks
to
the
effective
interventions
by
the
Italian
government
in
terms
of
the
imposition
of
only
selective
and
temporary
restrictions
and
the
overall
gradual lifting of these via the introduction of the vaccination green pass.
The
Company
is
continuing
to
monitor
and
analyse
the
evolution
of
the
pandemic
and
its
effects
on
the
macroeconomic
scenario,
the
markets
in
which
it
operates,
the
behavioural
patterns
of
its
consumer
base
and
the
related impact on the Company’s financial position and the results of its operations.
Either
way,
Covid-19
continues
to
potentially
affect
the
recognition
and
measurement
of
assets,
liabilities,
income
and
expenses.
As
a
result
of
the
uncertainty
mentioned
above
associated
with
the
unprecedented
nature
of
Covid-
19,
in
preparing
these
2021
company
only
financial
statements,
despite
the
very
strong
business
performance
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
220
recovery
versus
the
year
before
and
pre-pandemic
levels,
the
Company
performed
a
more
extensive
assessment
analysis than the usual update required. In addition, going concern has also been carefully reassessed.
A
critical
review
was
undertaken
and
a
focused
analysis
performed
to
identify,
and
consequently
manage,
the
principal risks and uncertainties to which the Company is exposed.
In
particular,
all
significant
assumptions
and
estimates
underlying
the
preparation
of
the
following
items
were
the
subject
to
an
analysis
in
order
to
identify
and
address
new
uncertainties
linked
to
the
unpredictability
of
the
pandemic:
impairment
of
non-financial
assets
and
investments,
fair
value
measurement
of
financial
instruments,
expected
credit
loss
assessment,
deferred
tax
assets
and
tax
reliefs,
revenue
recognition,
reverse
factoring
agreements, lease agreements, provisions and onerous contracts.
The
analysis
did
not
highlight
any
critical
situations
that
cannot
be
attributable
to
and
addressed
in
the
ordinary
course
of
the
business
figures.
The
Company
and
Campari
Group
continue
to
be
very
sound,
in
terms
of
their
financial and equity profiles, and have not been exposed to any going-concern issues.
Specific
additional
supplementary
information
is
provided
below
with
respect
to
the
Covid-19
impact
on
the
Group
disclosure.
Going concern
The
Company
continues
to
be
very
sound,
in
terms
of
its
operating
and
financial
profiles,
and
has
not
been
exposed to any going-concern issues during 2021 thanks to the agility and resilience of its organisation.
While
the
Company’s
priority
is,
and
will
continue
to
be,
to
guarantee
the
safety
of
its
employees
(‘Camparistas’)
and
the
continuity
of
its
business,
no
business
continuity
issues
have
been
identified
since
all
plants
continue
to
be
fully
operational,
while
complying
with
rigorous
health
and
safety
measures
in
force
to
protect
the
health
of
Camparistas.
Whilst
smart-working
is
still
the
recommended
policy
for
office-based
Camparistas,
the
Company
started
to
set
the
guidelines
for
introducing
of
new
consistent
ways
of
working
for
a
safe
return
to
the
workplace,
respecting
the
specific
regulations
applicable.
For
the
Company
the
togetherness
of
Camparistas,
main
pillar
in
the
Campari
Group’s
culture,
in
a
space
that
will
be
increasingly
designed
to
support
collaboration
and
relationship
building is fundamental to its success.
During
2021,
the
Company
continued
to
build
on
its
agility
and
learning
ability,
particularly
strengthened
during
the
pandemic
peak
in
2020,
to
engage
with
consumers
with
new
online
and
digital
initiatives,
thus
supporting
the
positive
own
brand
momentum
thanks
to
the
gradual
on-premise
re-opening.
The
very
sound
performance
achieved
in
2021,
as
well
as
the
generation
of
cash
flows
allowed
the
Company
to
reinvest
in
long-term
growth,
including production capacity, digital capabilities and supporting the Group’s global sustainability agenda.
Investments, goodwill, brands and intangible assets with a finite life
Goodwill
and
intangible
assets
with
an
indefinite
useful
life
were
subject
to
at
least
annual
impairment
tests
to
verify
if
any
substantial
deterioration
of
business
performance
occurred
with
respect
to
these
assets.
During
the
year
no
issues
was
identified
in
the
course
of
2021
since
over
the
year
no
worsening
in
consumer
demand
affecting
business
was
registered
and
there
was
no
interruption
in
the
Company’s
plants
operations
or
supplies
or
any
other
issues
involving
logistics
and
freight
transport
activities.
Compared
with
2020,
2021
was
characterised
by
a
significantly
improved
business
and
consumer
sentiment
thanks
to
the
acceleration
of
the
vaccination
campaigns
and
the
gradual
reopening
of
the
on-premise
channel.
The
spirits
industry
has
demonstrated
strong
resilience
throughout
the
pandemic
thanks
to
sustained
home
consumptions
with
strong
home
cocktail
mixing
trends,
also
favoured
by
a
positive
development
of
the
e-commerce
channel
and
ready-to-
drink category.
With
respect
to
investments,
in-deep
analysis
based
also
on
cash
generation
of
the
subsidiary
has
been
carried
out
considering
also
the
related
expected
profitability,
to
assess
the
investment
recoverability
and
ensure
that
the
value
of
the
investments
in
subsidiaries
are
not
carried
at
above
their
recoverable
amounts.
The
evaluation
performed was consistent with the impairment test on goodwill and brands.
No
impairment
loss
was
identified
with
respect
to
the
test
performed
on
investments,
goodwill,
brands
and
intangible assets with a finite life for the year ended 31 December 2021.
Net financial debt
In
conducting
the
assessment
to
identify
whether
in
2021
there
were
events
triggering
issues
on
the
Company’s
financial
performances,
certain
characteristics
specific
to
the
Company’s
situation
have
been
taken
into
consideration.
As
far
as
financial
assets
are
concerned,
they
are
not
subject
to
particular
risks,
since
the
investments
considered
by
the
Company
are
always
the
subject
of
a
careful
and
scrupulous
preliminary
analysis
and
are
always
aligned
with the financial needs of the moment.
With
regard
to
financial
liabilities,
the
Company’s
indebtedness
ratios
measured
internally
(given
the
lack
of
covenants
on
existing
debt)
were
under
control,
standing
at
a
level
considered
entirely
manageable.
During
2021,
the
Company’s
financial
structure
was
confirmed
to
have
been
boosted
by
the
availability
of
significant
committed
and
uncommitted
credit
lines.
No
renegotiation
of
interest
rates
or
other
terms
of
existing
agreements
(derivatives
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
221
included)
have
been
performed
if
not
required
by
the
Company
in
the
normal
course
of
its
business,
and
the
fact
that the Company’s loan profile is mainly at fixed-interest rates has minimised its exposure to market risks.
In
terms
of
fair
value
measurement
hierarchies
of
financial
items,
during
2021
there
were
no
changes
to
be
reflected in the 2021 Company only financial statements other than those disclosed in the related notes.
With
respect
to
lease
and
rental
agreements,
there
have
been
no
significant
lease
agreements,
including
sub-
leases,
generating
financial
receivables.
During
2021,
there
were
no
significant
contract
amendments
directly
linked
to
the
pandemic
and
no
significant
rental
concessions
were
agreed
with
lessors
exclusively
in
relation
to
Covid-19.
Operating working capital, revenue recognition and provision and onerous contracts
The
pandemic
environment
over
the
year
did
not
trigger
any
significant
change
with
clients’
contracts
and
any
change
in
the
revenue
recognition
criteria
previously
identified.
Significant
judgements
were
used
to
review
the
expected
credit
losses
in
the
normal
course
of
business
and
based
on
the
Company’s
business
model
to
manage
financial
instruments,
since
no
specific
issues
were
identified
during
the
year.
No
significant
anticipated
partial
payments were experienced, indicating an implicit price concession to be accounted for or an impairment loss.
To
facilitate
the
management
of
liquidity,
the
Company
continued
the
reverse
factoring
agreements
introduced
at
the
end
of
2020,
confirming
a
limited
number
of
trusted
suppliers
involved
during
2021.
A
detailed
analysis
was
reassessed
to
confirm
the
proper
representation
of
these
agreements
within
the
Company’s
figures:
the
trade
payables
under
reverse
factoring
agreements
continued
to
be
classified
as
a
component
of
the
Company’s
operating
working
capital
with
no
separate
disclosure
as
primary
line
items
of
the
Company
only
financial
statements in consideration of the total exposure.
During
2021
the
coronavirus
outbreak
did
not
generate
the
need
to
include
dedicated
and
additional
adjustments
to
be
reflected
in
the
net
realisable
value
of
inventories
nor
to
change
the
production
cost
allocation
linked
to
inefficiencies.
In
terms
of
the
assessment
of
provision
for
risks
and
charges,
there
were
no
events
or
situations
generating
the
need
to
include
additional
provisions
outside
the
normal
course
of
business
or
requiring
any
significant estimate of onerous
contracts to be reflected in the Company’s accounts
.
Taxation
All
significant
assumptions
and
estimates
considered
in
the
preparation
of
the
2021
Company
only
financial
statements
were
reviewed.
In
particular,
the
tax
rates
were
investigated
to
check
for
any
changes
occurred
during
the
period
in
the
Italian
tax
jurisdictions
and
any
amendments
substantially
enacted
were
considered
in
assessing
both
current
and
deferred
taxes.
The
review
conducted
has
not
identified
any
new
triggering
events,
which
could
have
an
effect
on
the
recoverability
on
deferred
tax
assets
and
on
the
recognition
of
any
additional
liabilities
for
uncertain tax positions.
Property, plant and equipment
Over
2021
the
business
development
confirmed
no
issues
related
to
operations.
In
terms
of
production
facilities,
all
the
Company’s
plants
remained
fully
operational
and
the
outbreak
did
not
trigger
the
need
to
perform
an
impairment test for the production facilities.
iv.
Associates
and joint ventures
An
associate
is
a
company
over
which
the
Company
exercises
significant
influence.
Significant
influence
means
the
power
to
contribute
to
determining
a
subsidiary’s
financial
and
management
policies
without
having
control
or
joint control over it.
A
joint
venture
exists
where
there
is
a
joint-control
agreement
under
which
the
parties,
which
hold
joint
control,
have
a
right
to
the
net
assets
covered
by
the
agreement.
Joint
control
is
the
contractually
agreed
sharing
of
control
under
an
agreement,
which
solely
exists
when
decisions
on
relevant
activities
require
unanimous
consensus
from
all the parties sharing control.
The
factors
considered
to
determine
significant
influence
or
joint
control
are
similar
to
those
necessary
to
determine control over subsidiaries.
These
companies
are
initially
recognised
at
cost
plus
acquisition-related
costs
and
subsequently
reported
in
the
company
only
financial
statements
using
the
equity
method
from
the
date
on
which
significant
influence
or
joint
control begins and ending when that influence or control ceases.
If
there
is
a
significant
loss
of
influence
or
of
joint
control,
the
holding
and/or
investment
is
recognised
at
fair
value,
with the difference between fair value and the carrying amount being recorded in the statement of profit or loss .
Any
committed
payments
to
increment
the
ownership
interest
in
an
associate
or
a
joint
venture,
in
the
form
of
put
and/or
call
option
or
a
combination
of
the
two,
cannot
be
estimated
and
recorded
as
a
financial
liability
at
the
time
of
the
transaction
since
the
guidance
valid
for
financial
instruments
does
not
apply
to
interests
in
associates
and
joint
ventures
that
are
accounted
for
using
the
equity
method.
These
written
agreements
for
put
and/or
call
options
are
considered
derivative
agreements
and
represented
in
the
Company’s
accounts
as
financial
instruments
measured
at
fair
value
with
impact
in
the
statement
of
profit
or
loss.
At
that
time
the
call
and/or
the
put
options
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
222
expire,
the
derivatives
will
be
replaced
by
an
increased
value
of
the
investment
to
be
recorded
against
the
cash
out for the derivative settlement.
Contingent
or
committed
payments
in
the
form
of
incentive
plan
granted
to
personnel
of
the
associate
or
joint
venture
are
recorded
as
the
incremental
cost
of
the
investment
once
achievement
of
the
performance
condition
becomes probable based on the fair value of the replacement award as of the acquisition date.
If
the
Company’s
interest
in
any
losses
of
associates
exceeds
the
carrying
amount
of
the
equity
investment
in
the
financial
statements,
the
value
of
the
equity
investment
is
derecognised,
and
the
Company’s
portion
of
further
losses
is
not
reported,
unless,
and
to
the
extent
to
which,
the
Company
has
a
legal
or
implicit
obligation
to
cover
such losses.
The
Company
assesses
the
existence
of
any
impairment
indicators
on
an
annual
basis
by
comparing
the
value
of
the
investment
measured
at
equity
with
the
recoverable
value;
any
impairment
value
is
allocated
to
the
investment as a whole with an offsetting entry in the statement of profit or loss.
v.
Investments
in subsidiaries
Investments in subsidiaries are recorded at cost and adjusted for any loss in value.
The
following
approaches
have
been
applied
in
relation
to
the
recognition
of
contingent
consideration:
(i)
recognition
of
the
contingent
consideration
only
when
payments
are
made;
or
(ii)
inclusion
of
a
best
estimate
of
the
contingent
consideration
in
the
initial
determination
of
the
cost
of
the
investment.
Judgement
is
exercised
in
defining
the
accounting
treatment
to
be
applied
based
on
relevant
and
reliable
information
in
each
particular
circumstance.
The
designated
methodology
for
each
acquisition
is
specified
when
the
transaction
is
represented,
and
the
treatment
is
then
applied
consistently
to
the
subsequent
developments
of
the
same
transaction.
Under
both
approaches,
the
recognition
of
the
contingent
consideration
when
actually
paid
or
changes
from
initial
measurement
are
recognised
either
in
profit
or
loss,
or
as
an
increase
or
decrease
to
the
cost
of
the
investment
in the subsidiary.
The
positive
difference
arising
at
the
time
of
the
acquisition
between
the
acquisition
cost
and
the
current
value
of
the Company’s stake is included in the carrying amount of the investment.
If
the
subsidiary’s
losses
exceed
its
share
capital
and
reserves,
the
carrying
amount
of
the
investment
is
derecognised
and
the
portion
of
any
further
losses
is
posted
to
liabilities
as
a
specific
provision
reflecting
the
extent
to
which
the
Company
is
required
to
fulfil
legal
or
implicit
obligations
concerning
the
subsidiary
or,
at
least,
to cover its losses.
A
critical
accounting
estimate,
specific
to
the
Company
is
the
assessment
of
the
recoverable
amount
of
the
investments
in
subsidiaries.
Impairment
reviews
are
carried
out
to
ensure
that
the
value
of
the
investments
in
subsidiaries
is
not
carried
at
above
their
recoverable
amounts.
The
tests
are
also
dependent
on
management’s
estimates
with
regards
to
forecasting
future
cash
flows,
the
discount
rates
applicable
to
the
future
cash
flows
and
expected
growth
rates.
Such
estimates
and
judgements
are
subject
to
change
as
a
result
of
changing
economic
conditions and actual cash flows may differ from forecasts.
If
the
tests
show
evidence
of
impairment,
the
loss
in
value
must
be
recorded
as
an
impairment
in
the
income
statement.
Dividends
received
are
recognised
in
the
income
statement
when
the
right
to
receive
payment
in
cash
or
in
kind
is established.
vi.
Intangible
assets
Intangible
assets
include
all
assets
without
any
physical
form
that
are
identifiable,
controlled
by
the
company
and
capable of producing future economic benefits and goodwill when purchased for a consideration.
Intangible
assets
acquired
are
recorded
under
assets
when
it
is
likely
that
the
use
of
the
assets
will
generate
future economic benefits, and when the cost can be reliably determined.
These
assets
are
reported
at
acquisition
cost
if
acquired
separately,
including
all
allocable
ancillary
costs
on
the
acquisition date.
Subsequently,
intangible
assets
are
recorded
at
cost
net
of
accumulated
amortisation
and
any
impairment
losses.
Assets
produced
internally,
are
not
capitalised
and
are
reported
in
the
statement
of
profit
or
loss
for
the
financial
year in which they are incurred; there are no significant development costs to be considered.
Intangible
assets
with
a
finite
life
are
amortised
on
a
straight-line
basis
in
relation
to
their
remaining
useful
life,
considering losses due to a reduction in the cumulative value.
The
period
of
amortisation
of
intangible
assets
with
a
finite
life
is
reviewed
at
the
end
of
every
financial
year
to
ascertain any changes in their useful life, which, if identified, will be treated as changes in estimates.
The
costs
of
innovation
projects
and
studies
are
recorded
in
the
statement
of
profit
or
loss
in
full
in
the
year
in
which they are incurred.
Costs
relating
to
industrial
patents,
concessions,
licenses
and
other
intangible
fixed
assets
are
recorded
on
the
assets
side
of
the
statement
of
financial
position
only
if
they
can
produce
future
economic
benefits
for
the
Company.
These
costs
are
amortised
based
on
the
period
of
use,
if
this
can
be
defined,
or
according
to
the
contract term.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
223
Software
licenses
represent
the
cost
of
purchasing
licenses
and,
if
incurred,
external
consultancy
fees;
normally
there
are
no
costs
associated
with
internal
personnel
costs
necessary
for
development.
These
costs
are
recorded
in the year when the internal or external costs are incurred for training personnel and other related costs.
Cloud
computing
arrangements
under
which
the
Company
contracts
to
pay
a
fee
in
exchange
for
a
right
to
access
the
supplier’s
application
software
for
a
specified
term
and
where
the
cloud
infrastructure
is
managed
and
controlled
by
the
supplier,
insofar
as
access
to
the
software
is
on
an
‘as
needed’
basis
over
the
internet
or
via
a
dedicated
line
and,
the
contract
does
not
convey
to
the
Company
any
rights
over
tangible
assets,
are
managed
as
a
service
contract
with
the
related
costs
expensed
as
they
are
incurred.
Any
prepayment
giving
a
right
to
a
future
service
is
recognised
as
a
prepaid
asset.
Detailed
analysis
is
undertaken
to
determine
whether
the
implementation costs for software hosted under cloud arrangements can be capitalised.
Goodwill
and
brands
which
result
from
acquisitions
and
qualify
as
intangible
assets
with
an
indefinite
life
are
not
amortised.
The
possibility
of
recovering
their
carrying
amount
is
ascertained
at
least
once
a
year,
and,
in
any
case,
when
events
occur
that
lead
to
the
assumption
of
a
reduction
in
value
based
on
the
criteria
specified
in
the
section entitled ‘Impairment’.
For
goodwill,
a
test
is
performed
on
the
smallest
cash-generating
unit
to
which
the
goodwill
relates.
Based
on
this,
management
directly
or
indirectly
assesses
the
return
on
investment,
including
goodwill.
Goodwill
write-downs
can
no
longer
be
written
back
in
future
years.
When
control
of
a
previously
acquired
company
is
transferred,
the
gain or loss on the sale considers the corresponding residual value of the previously recorded goodwill.
vii.
Property, plant and equipment
Property,
plant
and
equipment
are
recorded
at
acquisition
or
production
cost,
gross
of
capital
grants
received
(if
received) and directly charged expenses and are not revalued.
Subsequently,
tangible
fixed
assets
are
recorded
at
cost
net
of
accumulated
depreciation
and
any
impairment
losses.
Any
costs
incurred
after
purchase
are
only
capitalised
if
they
increase
the
future
financial
benefits
generated by using the asset.
The
replacement
costs
of
identifiable
components
of
complex
assets
are
allocated
to
assets
on
the
statement
of
financial
position
and
depreciated
over
their
useful
life.
The
residual
value
recorded
for
the
component
being
replaced
is
allocated
to
the
statement
of
profit
or
loss;
other
costs
are
charged
to
profit
or
loss
when
the
expense
is incurred.
Financial
expenses
incurred
in
respect
of
investments
in
assets
that
generally
take
a
substantial
period
to
be
prepared
for
use
or
sale
are
capitalised
and
depreciated
over
the
useful
life
of
the
asset
class
to
which
they
belong. All other financial expenses are posted to the statement of profit or loss when incurred.
Ordinary
maintenance
and
repair
expenses
are
expensed
in
profit
or
loss
in
the
period
in
which
they
are
incurred.
If
there
are
current
obligations
for
dismantling
or
removing
assets
and
cleaning
up
the
related
sites,
the
carrying
amount
of
the
assets
includes
the
estimated
costs
(discounted
to
present
value)
to
be
incurred
when
the
structures
are abandoned, which are posted as an offsetting entry to a specific provision.
Depreciation
is
applied
using
the
straight-line
method,
based
on
each
asset’s
estimated
useful
life
as
established
in
accordance
with
the
Company’s
plans
for
use
of
such
assets,
taking
into
account
wear
and
tear
and
technological obsolescence and the likely estimated realisable value net of disposal costs.
When
the
tangible
asset
consists
of
several
significant
components
with
different
useful
lives,
depreciation
is
applied to each component individually.
The
amount
to
be
depreciated
is
represented
by
the
carrying
amount
less
the
estimated
residual
value
at
the
end
of its useful life if this value is significant and can reasonably be determined.
Land,
even
if
acquired
in
conjunction
with
a
building,
is
not
depreciated,
nor
are
held-for-sale
tangible
assets,
which
are
reported
at
the
lower
of
their
carrying
amount
and
fair
value
less
cost
to
sell.
Barrels
are
depreciated
based
on
the
useful
life,
which
can
vary
depending
on
the
maturing
work
in
progress
for
the
liquid.
For
lease-hold-
improvements,
the
depreciation
period
is
the
shorter
between
the
asset’s
economic
life
and
the
contract
duration
of the underlying lease agreement.
The depreciation rate ranges are as follows:
business related properties and light construction:
3%-10%
plant and machinery:
10%
furniture, office and electronic equipment:
10%-20%
vehicles:
20%-25%
miscellaneous equipment:
20%-30%
Depreciation
ceases
on
the
date
the
asset
is
classified
as
held
for
sale
or
on
which
the
asset
is
derecognised
for
accounting purposes, whichever occurs first.
A
tangible
asset
is
derecognised
from
the
statement
of
financial
position
at
the
time
of
sale
or
when
there
are
no
future economic benefits associated with its use or disposal.
Any profits or losses are included in the statement of profit or loss in the year of this derecognition.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
224
viii.
Grants
The
Company
recognises
unconditional
public
grants,
including
those
relating
to
biological
assets,
in
the
statement
of
profit
or
loss
for
the
period
when
the
Company
has
complied
with
all
the
underlying
conditions
to
be
entitled
to
receive
the
grant.
Grants
made
to
compensate
the
Company
for
certain
expenses
incurred
in
the
operation of business, are recognised in the statement of profit or loss when the expenses are incurred.
Capital
grants
are
recorded
when
there
is
a
reasonable
certainty
that
all
the
requirements
necessary
for
access
to
such
grants
have
been
met
and
that
the
grant
will
be
disbursed.
This
generally
occurs
when
the
decree
acknowledging
the
grant
is
issued.
Capital
grants
that
relate
to
tangible
fixed
assets
are
recorded
as
deferred
income
and
credited
to
the
statement
of
profit
or
loss
over
the
whole
period
corresponding
to
the
useful
life
of
the
asset in question.
ix.
Impairment
Intangible
assets
with
an
indefinite
useful
life
and
goodwill
are
subjected
to
impairment
tests
every
year,
or
more
frequently
if
there
is
any
indication
that
the
asset
may
be
impaired.
With
reference
to
intangible
with
finite
useful
life
and
tangible
assets,
the
Company
ascertains
whether
there
are
indicators
of
potential
impairment
at
least
once
a
year.
If
the
Company
finds
that
such
indications
exist,
it
estimates
the
recoverable
value
of
the
relevant
asset.
The
ability
to
recover
the
assets
is
ascertained
by
comparing
the
carrying
amount
to
the
related
recoverable
value,
which is represented by the higher of the fair value less cost of disposal and the value in use.
In
the
absence
of
a
binding
sale
agreement,
the
fair
value
is
estimated
based
on
recent
transaction
values
in
an
active
market
or
based
on
the
best
information
available
to
determine
the
amount
that
could
be
obtained
from
selling the asset.
The
value
in
use
is
determined
by
discounting
expected
cash
flows
resulting
from
the
use
of
the
asset,
and
if
significant
and
reasonably
determinable,
the
cash
flows
resulting
from
its
sale
at
the
end
of
its
useful
life.
Cash
flows
are
determined
based
on
reasonable,
documentable
assumptions
representing
the
best
estimate
of
the
future
economic
conditions
that
will
occur
during
the
asset’s
remaining
useful
life,
with
greater
weight
given
to
external
information.
Growth
rate
assumptions
are
applied
to
the
years
beyond
the
business
plan
horizon.
The
discount rate applied takes into account the implicit risk of the business segment.
When
it
is
not
possible
to
determine
the
recoverable
value
of
an
individual
asset,
the
Company
estimates
the
recoverable value of the unit generating the financial flows to which the asset belongs.
Impairment
loss
is
recorded
if
the
recoverable
value
of
an
asset
is
lower
than
its
carrying
amount
by
posting
the
related cost in the statement of profit or loss.
In
the
event
that
in
subsequent
periods,
circumstances
arise
in
support
of
an
impaired
asset
other
than
goodwill,
has
recovered
the
lost
value,
the
carrying
amount
of
the
asset
or
the
related
cash-generating
unit
is
increased
to
reflect
the
new
estimate
of
recoverable
value,
which
may
not
exceed
the
value
that
would
have
been
calculated
if no impairment had been recorded. The recovery of impairment is posted in the statement of profit or loss.
x.
Investment property
Property
and
buildings
held
to
generate
rental
income
(investment
property)
are
valued
at
cost
less
accumulated
depreciation
and
impairment
losses.
The
depreciation
rate
for
buildings
is
that
used
for
the
relevant
fixed
asset
category.
Investment
property
is
derecognised
from
the
statement
of
financial
position
when
sold
or
when
it
becomes permanently unusable, and no future economic benefits are expected from its disposal.
xi.
Leases
The
Company
has
various
agreements
in
place
for
the
use
of
offices,
vehicles,
machinery,
shops
and
other
minor
assets
belonging
to
third
parties.
Lease
agreements
are
generally
entered
into
for
a
term
of
3-10
years
but
may
contain
options
to
extend
them.
The
terms
of
a
lease
are
negotiated
individually
and
have
a
wide
range
of
different
terms
and
conditions.
Such
agreements
do
not
include
covenants,
but
the
leased
assets
may
be
used
to
guarantee the liability arising from contractual commitments.
Rights
of
use
are
valued
at
cost,
net
of
accumulated
amortisation
and
impairment
losses,
and
adjusted
after
each
remeasurement
of
the
lease
liabilities.
The
value
assigned
to
the
rights
of
use
corresponds
to
the
amount
of
the
lease
liabilities
recognised
plus
initial
direct
costs
incurred,
lease
payments
settled
on
the
start
date
of
the
agreement
or
previously,
and
restoration
costs,
net
of
any
lease
incentives
received.
Restoration
costs,
which
may
be
recognised
in
rare
cases,
usually
relate
to
offices,
for
which
there
could
be
a
contractual
requirement
to
restore
them
to
their
original
state
at
the
end
of
the
lease
agreement.
The
Company
estimates
the
fair
value
of
the
restoration
obligation
based
on
the
agreement
with
the
lessor
or
by
using
expert
valuations
by
third
parties.
The
value
of
the
liability,
discounted
to
present
value,
as
determined
above,
increases
the
right
of
use
of
the
underlying
asset,
and
a
dedicated
provision
is
created
as
offset.
Unless
the
Company
is
reasonably
certain
that
it
will
obtain
ownership
of
the
leased
asset
at
the
end
of
the
lease
term,
the
rights
of
use
are
amortised
on
a
straight-line basis over its estimated useful life or the term of the agreement, whichever is the shorter.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
225
The
financial
liability
for
leases
is
recognised
on
the
start
date
of
the
agreement
at
a
total
value
equal
to
the
present
value
of
the
lease
payments
to
be
made
during
the
term
of
the
agreement,
discounted
to
present
value
using
incremental
borrowing
rates
(‘IBR’)
when
the
implicit
interest
rate
in
the
lease
agreement
cannot
easily
be
determined
(explicit
interest
rates
in
lease
agreements
are
rare).
The
incremental
borrowing
rates
used
to
evaluate
leasing
contracts
are
determined
by
the
Company
and
are
revised
on
a
recurring
basis;
they
are
applied
to
all
agreements
with
similar
characteristics,
which
are
treated
as
a
single
portfolio
of
agreements.
The
rates
are
determined
using
the
average
effective
debt
rate
of
the
subsidiary,
appropriately
adjusted
as
required
by
the
accounting
rules,
to
simulate
a
theoretical
interest
rate
consistent
with
the
agreements
being
valued.
The
most
important
elements
considered
in
adjusting
the
rate
are
the
credit-risk
spread
of
each
country
observable
on
the
market and the varying durations of the lease agreements.
After
the
start
date,
the
amount
recorded
for
the
liabilities
relating
to
lease
contracts
increases
to
reflect
the
accrual
of
interest
and
reduces
to
reflect
the
payments
made.
Each
lease
payment
is
divided
into
a
repayment
of
the
capital
portion
of
the
liability
and
a
financial
cost.
The
financial
cost
is
charged
to
the
statement
of
profit
or
loss
over
the
term
of
the
agreement
to
reflect
a
constant
interest
rate
on
the
remaining
debt
portion
of
the
liability
for
each period.
If
there
are
sublease
agreements
or
agreements
to
modify
the
lease
agreement,
the
rules
required
by
IFRS
16-
‘Leases’, are applied.
The
term
of
the
lease
is
calculated
taking
into
account
the
non-cancellable
period
of
the
lease
together
with
the
periods
covered
by
an
option
to
extend
the
agreement
if
it
is
reasonably
certain
that
it
will
be
exercised
or
any
period
covered
by
an
option
to
terminate
the
lease
contract
if
it
is
reasonably
certain
it
will
not
be
exercised.
The
Company
assesses
whether
it
is
reasonably
certain
that
it
will
exercise
the
options
to
extend
or
will
terminate
the
agreements taking into account all the relevant factors that create a financial incentive for such decisions.
Lease
incentives
received
at
the
latest
by
the
start
date
of
the
agreement
are
deducted
directly
from
the
value
of
the
right
of
use;
the
corresponding
value
reflects
the
money
already
received
net
of
the
credit
amount
to
be
collected.
Lease
incentives
agreed
during
the
term
of
the
agreement
are
considered
to
be
amendments
to
the
original
agreement,
measured
at
the
date
of
the
amendment,
with
a
resulting
impact
of
the
same
value
on
both
the right of use and the liability relating to leases.
The
management
is
required
to
make
estimates
and
assumptions
that
might
influence
the
valuation
of
the
right
of use and the financial liability for leases, including determination of:
whether arrangements is or contains a lease by applying the lease definition;
terms of the agreement;
interest rate used for discounting future lease payments to the current value.
The
agreements
are
either
included
or
excluded
from
applying
the
standard
based
on
detailed
analysis
conducted
out
for
each
agreement
and
in
line
with
the
rules
laid
down
by
IFRS
standards.
Variable
lease
payments
which
are not linked to an index or rate continue to be charged to the statement of profit or loss as costs for the period.
xii.
Financial
instruments
Financial instruments held by the Company are categorised as follows.
Financial assets
Financial
assets
include
investments,
short-term
securities
and
financial
receivables,
which
in
turn
include
the
positive fair value of financial derivatives, trade and other receivables and cash and cash equivalents.
Specifically,
cash
and
cash
equivalents
include
cash,
bank
deposits
and
highly
liquid
securities
that
are
readily
convertible
into
cash
and
are
subject
to
an
insignificant
risk
of
a
change
in
value.
Deposits
and
securities
included
in
this
category
mature
in
less
than
three
months
based
on
the
conditions
existing
on
the
date
of
the
acquisition
of
the
asset.
Current
securities
include
short-term
securities
or
marketable
securities
that
represent
a
temporary
investment of cash and do not meet the requirements for classification as cash and cash equivalents.
Financial
assets
are
classified
and
measured
based
on
of
a
business
model
developed
by
the
Company.
The
business
model
has
been
defined
at
a
level
that
reflects
how
groups
of
financial
assets
are
managed
to
achieve
a
particular
business
objective.
The
model’s
measurement
process
requires
an
assessment
based
in
part
on
quantitative
and
qualitative
factors
relating
to,
for
example,
the
way
in
which
the
performance
of
the
financial
assets
in
question
is
communicated
to
management
with
strategic
responsibilities
and
how
the
risks
connected
with these financial assets are managed.
The
Company
measures a financial asset at amortised cost if it meets both of the following conditions:
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
226
it is held under a business model whose objective is to hold assets to collect contractual cash flows; and,
its
contractual
terms
and
conditions
are
such
that
the
cash
flows
generated
by
the
asset
are
attributable
exclusively to payments of principal and the related interest.
Financial
assets
measured
at
amortised
cost
are
measured
at
fair
value
at
the
time
of
initial
recognition;
subsequent
measurements
reflect
the
repayments
made,
the
effects
of
applying
the
effective
interest
method
and
any
write-downs.
Any
gain
or
loss
made
on
derecognition
is
recognised
in
profit
or
loss,
together
with
foreign
exchange gains and losses.
Financial
assets
also
include
investments
in
companies
that
are
not
held
for
trading.
These
assets
are
strategic
investments,
and
the
Company
has
decided
to
recognise
changes
in
the
related
fair
values
through
profit
or
loss
(FVTPL).
Financial
assets
represented
by
debt
securities
are
classified
and
valued
in
the
statement
of
financial
position
based
on
the
business
model
adopted
to
manage
these
financial
assets,
and
based
on
the
financial
flows
associated
with
each
financial
asset.
They
are
measured
at
fair
value
through
other
comprehensive
income
(FVOCI) if all the conditions required by IFRS 9 are respected.
Impairment of a financial asset
Financial
assets
are
tested
for
recoverability
by
applying
an
impairment
model
based
on
the
expected
credit
loss
(ECL).
Regarding
trade
receivables,
the
Company
applies
the
simplified
method
for
trade
receivables,
which
considers
the
probabilities
of
defaults
over
the
financial
instrument’s
life
(lifetime
expected
credit
losses).
In
making
impairment
assessments,
the
Company
considers
its
historical
credit
loss
experience,
adjusted
for
forward-looking
factors
specific
to
the
nature
of
the
Company’s
receivables
and
economic
environment.
If
any
such
evidence
exists,
an
impairment
loss
is
recognised
under
selling,
general
and
administrative
expenses.
More
specifically,
non-performing
receivables
are
analytically
analysed
based
on
the
debtor’s
creditworthiness
and
ability
to
pay
the
sums
due,
as
well
as
the
degree
of
effective
coverage
provided
by
any
collateral
and
personal
guarantees in existence.
The
Group
has
defined
a
matrix-based
approach
for
the
Company
for
estimating
impairment
losses,
given
its
current
situation.
A
financial
asset
is
considered
to
be
impaired
when
internal
or
external
information
indicates
that it is unlikely that the Company will receive the full contractual amount.
Lastly,
with
regard
to
other
financial
assets
measured
at
amortised
cost,
and,
more
specifically,
cash
and
cash
equivalents,
the
impact
in
terms
of
expected
loss
is
not
considered
material
and
for
this
reason
no
adjustment
is
made to the book values.
Financial liabilities
Financial
liabilities
include
financial
payables,
which,
in
turn,
include
the
negative
fair
value
of
financial
derivatives,
trade payables and other payables.
Financial
liabilities
are
classified
and
measured
at
amortised
cost,
except
for
financial
liabilities
that
are
initially
measured
at
fair
value,
for
example,
financial
liabilities
relating
to
earn-out
linked
to
derivative
instruments
and
financial liabilities for put options.
Derecognition of financial assets and liabilities
A
financial
asset
(or,
where
applicable,
a
part
of
a
financial
asset
or
part
of
a
group
of
similar
financial
assets)
is
primarily derecognised (i.e. removed from the Company’s statement of financial position) when:
the rights to receive cash flows from the asset have expired or
the
Company
has
transferred
its
rights
to
receive
cash
flows
from
the
asset
or
has
assumed
an
obligation
to
pay
the
received
cash
flows
in
full
without
material
delay
to
a
third
party
under
a
‘pass-through’
arrangement;
and
either
(i)
the
Company
has
transferred
substantially
all
the
risks
and
rewards
of
the
asset,
or
(ii)
the
Company
has
neither
transferred
nor
retained
substantially
all
the
risks
and
rewards
of
the
asset
but
has
transferred
control
of the asset.
A
financial
liability
is
derecognised
when
the
obligation
under
the
liability
is
discharged,
cancelled
or
expires.
When
an
existing
financial
liability
is
replaced
by
another
from
the
same
lender
on
substantially
different
terms,
or
the
terms
of
an
existing
liability
are
substantially
modified,
such
an
exchange
or
modification
is
treated
as
the
derecognition
of
the
original
liability
and
the
recognition
of
a
new
liability.
The
difference
in
the
respective
carrying
amounts is recognised in the statement of profit or loss.
Financial derivatives and hedging transactions
Financial
derivatives
embedded
in
contracts
where
the
primary
element
is
a
financial
asset
that
falls
within
the
scope
of
IFRS
9
are
not
treated
separately.
The
hybrid
instrument
is
instead
examined
as
a
whole
for
classification
in the statement of financial position and subsequent measurement.
Financial
derivatives
are
used
exclusively
for
hedging
purposes
to
reduce
exchange
and
interest-rate
risk.
Financial
derivatives
are
only
accounted
for
applying
the
methods
established
for
hedge
accounting
(fair
value
hedge
or
cash
flow
hedge)
if
the
hedging
relationship
has
been
designated
at
the
start
of
the
hedging
period.
It
is
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
227
assumed
that
the
hedge
is
highly
effective:
it
must
be
possible
for
this
effectiveness
to
be
reliably
measured
during
the accounting periods for which it is designated. All financial derivatives are measured at fair value.
Where
financial
instruments
meet
the
requirements
for
being
reported
using
hedge
accounting
procedures,
the
following accounting treatment is applied:
fair
value
hedge:
if
a
financial
derivative
is
designated
as
a
hedge
against
exposure
to
changes
in
the
fair
value
of
an
asset
or
liability
attributable
to
a
particular
risk
that
could
have
an
impact
in
the
statement
of
profit
or
loss,
the
gains
or
losses
resulting
from
subsequent
measurements
of
the
fair
value
of
the
hedging
instrument
are
reported
in
the
statement
of
profit
or
loss.
The
gain
or
loss
on
the
hedged
item
that
is
attributable
to
the
hedged
risk
is
reported
as
a
portion
of
the
carrying
amount
of
this
item
and
as
an
offsetting
entry
in
the
statement
of
profit or loss;
cash
flow
hedge:
if
a
financial
instrument
is
designated
as
a
hedge
of
the
exposure
to
fluctuations
in
the
future
cash
flow
of
an
asset
or
liability
recorded
in
the
financial
statements,
or
of
a
transaction
that
is
considered
to
be
highly
probable
and
that
could
have
an
impact
on
the
statement
of
profit
or
loss,
the
effective
portion
of
the
gains
or
losses
on
the
financial
instrument
is
recognised
in
the
statement
of
comprehensive
income.
Cumulative
gains
or
losses
are
reversed
from
shareholders’
equity
and
recorded
in
the
statement
of
profit
or
loss
in
the
same
period
the
transaction
being
hedged
has
an
impact
on
the
statement
of
profit
or
loss.
The
gain
or
loss
associated
with
a
hedge
or
the
portion
of
a
hedge
that
has
become
ineffective
is
posted
to
the
statement
of
profit
or
loss
when the ineffectiveness is reported.
If
a
hedge
instrument
or
hedge
relationship
is
closed
out,
but
the
transaction
being
hedged
has
not
been
carried
out,
the
cumulative
gains
and
losses,
which,
until
that
time
had
been
posted
to
shareholders’
equity,
are
recognised in the income statement at the time when the related transaction is carried out.
If
the
transaction
being
hedged
is
no
longer
considered
likely
to
take
place,
the
pending
unrealised
profits
or
losses in shareholders’ equity are recorded in the statement of profit or loss.
If
hedge
accounting
cannot
be
applied,
any
gains
or
losses
resulting
from
measuring
the
financial
derivative
at
its
present value are posted to the statement of profit or loss.
A
highly
probable
intra-group
transaction
qualifies
as
a
hedged
item
in
a
cash
flow
hedge
of
exchange-rate
risk,
provided
that
the
transaction
is
denominated
in
a
currency
other
than
the
functional
currency
of
the
company
entering into the transaction and that the financial statements are exposed to exchange-rate risk.
In
addition,
if
the
hedge
of
a
forecast
intra-group
transaction
qualifies
for
hedge
accounting,
any
gain
or
loss
that
is
recognised
directly
in
the
statement
of
other
comprehensive
income
must
be
reclassified
in
the
statement
of
profit
or
loss
in
the
same
period
in
which
the
currency
risk
of
the
hedged
transaction
affects
the
statement
of
profit
or loss.
Financial guarantee contract liabilities
The
Company
recognises
financial
guarantees
as
a
financial
liability
in
case
the
likelihood
of
these
guarantees
being
called
is
assessed
not
remote
and
the
Company
is
expected
to
be
liable
for
any
legal
obligation
in
respect
of
these
financial
guarantee
agreements.
Financial
guarantee
contract
liabilities
are
measured
initially
at
their
fair
values.
These
liabilities
are
subsequently
measured
at
the
higher
of
the
amount
determined
under
IAS37
and
the
amount
initially
recognised
(i.e.
fair
value)
less
where
appropriate,
cumulative
amortisation
of
the
initial
amount
recognised.
They
are
represented
as
a
long-
or
short-term
financial
liability
depending
on
the
time
of
the
expected
execution of the guarantees.
If
the
likelihood
of
these
guarantees
being
called
is
assessed
to
be
remote,
these
guarantees
are
treated
like
commitments
with
disclosures
requirement
only.
It
occurs
when
they
are
represented
as
other
forms
of
security
in favour of third parties, such as customs guarantees for excise duties and guarantees for granting credit lines.
xiii.
Own
shares
Own shares (both ordinary and special voting) are reported as a reduction in shareholders’ equity.
The
original
cost
of
own
shares
and
the
economic
effects
of
any
subsequent
sales
are
reported
as
movements
in
shareholders’ equity.
xiv.
Inventories
Inventories
of
raw
materials
and
semi-finished
and
finished
products
are
valued
at
the
lower
of
purchase
or
production cost, determined using the weighted average method and realisable value.
Work
in
progress
is
recorded
at
the
acquisition
cost
of
the
raw
materials
used
including
the
actual
production
costs incurred up to the point of production reached.
Inventories
of
raw
materials
and
semi-finished
products
that
are
no
longer
of
use
in
the
production
cycle
and
inventories of unsaleable finished products are fully written down.
xv.
Assets held for sale
Assets
held
for
sale
include
assets
(or
disposal
groups)
whose
carrying
amount
will
be
recovered
primarily
from
their
sale
rather
than
their
ongoing
use,
and
whose
sale
is
highly
probable
in
the
short
term
(within
one
year)
and
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
228
in
the
assets’
current
condition.
Assets
held
for
sale
are
valued
at
the
lower
of
their
net
carrying
amount
and
their
fair value less cost to sell and are not amortised.
xvi.
Employee Benefits
Post-employment benefits
The Company provides post-employment benefits through defined contribution and/or defined benefit plans.
The
Company’s
obligation
and
the
annual
cost
reported
in
the
statement
of
profit
or
loss
are
determined
by
independent actuaries using the projected unit credit method.
The
net
cumulative
value
of
actuarial
gains
and
losses
is
recorded
directly
in
the
statement
of
comprehensive
income and is not subsequently recognised in the statement of profit or loss.
As
the
time
for
payment
of
the
benefits
draws
nearer,
the
costs
associated
with
an
increase
in
the
present
value
of
the
obligation
are
included
under
financial
expenses.
Service
costs
are
posted
to
the
statement
of
profit
or
loss.
The
liability
recognised
represents
the
present
value
of
the
defined
benefit
obligation,
less
the
present
value
of
plan
assets,
if
applicable.
If
an
amendment
to
the
plan
changes
the
benefits
accruing
from
past
service,
the
costs
arising
from
past
service
are
recognised
in
the
statement
of
profit
or
loss
when
the
plan
change
is
made.
The
same
treatment
is
applied
if
there
is
a
plan
change
that
reduces
the
number
of
employees
or
that
amends
the
plan’s terms and conditions (the treatment is the same regardless of whether the final result is a profit or a loss).
Defined contribution plans.
Since
the
Company
fulfils
its
obligations
by
paying
contributions
to
a
separate
entity
(a
fund),
with
no
further
obligations,
the
company
records
its
contributions
to
the
fund
in
respect
of
employees’
service,
without
making
any actuarial calculation.
Where
these
contributions
have
already
been
paid
at
the
reporting
date,
no
liabilities
are
recorded
in
the
financial
statements.
Compensation plans in the form of stock options
The
Company
pays
additional
benefits
in
the
form
of
stock
option
plans
to
employees,
directors
and
individuals
who regularly carry out work for the Company.
Pursuant
to
IFRS
2-‘Share-Based
Payment’,
the
total
fair
value
of
the
stock
options
on
the
grant
date
is
to
be
reported
as
a
cost
in
the
statement
of
profit
or
loss,
with
an
increase
in
the
respective
shareholders’
equity
reserve,
in
the
period
beginning
at
the
time
of
allocation
and
ending
on
the
date
on
which
the
employees,
directors
and
individuals who regularly carry out work for the Company become fully entitled to receive the stock options.
After
the
grant
date,
changes
in
the
present
value
have
no
effect
on
the
initial
valuation.
In
contrast,
in
the
event
of
changes
to
the
terms
and
conditions
of
the
plan,
any
additional
costs
are
recorded
for
each
change
that
determines
an
increase
in
the
present
value
of
the
recognised
option.
The
cost
is
recognised
as
a
portion
for
each
period
in
which
the
vesting
conditions
have
been
met.
In
the
event
of
the
forfeiture
of
an
option,
the
cumulated
cost
recorded
until
that
date
is
released
to
the
statement
of
profit
or
loss.
If
an
option
is
cancelled,
it
is
treated
as
an
acceleration
of
the
vesting
period
and
any
outstanding
charge
is
recognised
immediately
in
the
statement
of
profit or loss.
The
fair
value
of
stock
options
is
represented
by
the
value
of
the
option
calculated
by
applying
the
Black-Scholes
model,
which
takes
into
account
the
terms
and
conditions
for
exercising
the
option,
the
current
share
price,
the
expected
volatility
and
dividend,
and
the
risk-free
rate,
as
well
as
the
non-vesting
conditions.
Volatility
is
estimated
with
the
help
of
data
supplied
by
a
market
information
provider
together
with
a
leading
bank
and
corresponds
to
the estimate of volatility recorded in the period covered by the plan.
The stock options are recorded at fair value with an offsetting entry in the stock option reserve.
The
stock
options
values
awarded
to
the
Company’s
employees
working
in
subsidiaries
is
recorded
as
increase
in
the
investment
value
of
the
subsidiary
since
it
is
considered
as
a
“contribution
in
kind”
to
the
legal
entity
made
directly by Davide Campari-Milano N.V. via the services provided by the beneficiary employee itself.
Share-based payments in the form of ‘Employees Share Ownership plan’
Employee
Share
Ownership
Plan
(‘ESOP’)
is
a
share
matching
plans
offering
employees
the
opportunity
to
invest
in
the
Company’s
shares
for
which
free
shares
will
be
granted
after
a
certain
vesting
period.
The
free
shares
granted represent an equity settled arrangement.
The
accounting
treatment
for
the
ESOP
plan
follows
the
accounting
treatment
applied
for
benefits
granted
in
the
form
of
stock
option
plans.
The
fair
value
of
the
ESOP
plan
is
represented
by
the
value
of
the
option
calculated
by
applying
the
Black-Scholes
model.
This
initiative
will
start
having
an
impact
on
the
Company’s
accounts
from
the first quarter of 2022.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
229
Extra-Mile
Bonus
Plan
(‘EMB’)
awarded
in
2021
represent
a
preparatory
assignment
to
the
launch
of
the
ESOP
programme
with
which
it
shares
the
main
features.
The
fair
value
of
EMB
plan
is
represented
by
the
awarded
number
of
rights
assigned
calculated
based
on
the
annual
base
gross
salary
of
eligible
employees
as
at
31
December 2020, divided by twelve.
xvii.
Provision
for risks and charges and contingent assets
The provision for risks and charges are recognised when:
there is a current legal or implicit obligation resulting from a past event;
it is likely that the fulfilment of the obligation will require some form of payment;
the amount of the obligation can be reliably estimated.
Provisions
are
recorded
at
a
value
representing
the
best
estimate
of
the
amount
the
Company
would
reasonably
have to pay to discharge the obligation or transfer it to third parties on the reporting date.
Where
the
financial
impact
of
the
timing
is
significant,
and
the
payment
dates
of
the
obligations
can
be
reliably
estimated,
the
accrual
is
discounted
to
present
value.
The
change
in
the
related
provision
over
time
is
allocated
to the statement of profit or loss under ‘Financial income (expenses)’.
Provisions
are
periodically
updated
to
reflect
changes
in
estimates
of
cost,
timescales
and
discount
rates.
Revisions
to
estimates
of
provisions
are
booked
to
the
same
statement
of
profit
or
loss
item
that
contains
the
accrual
or,
if
the
liability
relates
to
tangible
assets
(i.e.
dismantling
and
restoration),
these
revisions
are
reported
as
an
offsetting
entry
to
the
related
asset.
When
the
Company
expects
that
third
parties
will
repay
all
or
part
of
the
provisions,
a
receivable
is
recorded
under
assets
only
if
it
is
virtually
certain,
and
the
accrual
and
related
repayment are posted to the statement of profit or loss.
The
Company
discloses
purely
contingent
assets
and
provides
information
where
there
are
significant
amounts
that
are
highly
likely
to
be
realised.
The
Company
records
the
relevant
asset
only
when
the
original
uncertainty
relating to it no longer applies and it is virtually certain that the asset will be realised.
xviii.
Restructuring
provisions
The
Company
reports
restructuring
provisions
only
if
there
is
a
restructuring
obligation
deriving
from
a
formal
detailed
restructuring
programme
that
has
led
to
a
reasonable
expectation
by
interested
parties
that
the
restructuring
will
be
carried
out
with
an
outflow
of
resources
whose
amount
can
be
reliably
estimated,
either
because
the
process
has
already
started
or
because
the
main
features
of
the
restructuring
programme
have
already been communicated.
xix.
Revenues
from
sales and services
The
Company’s
revenues
mainly
include
sales
of
spirits
on
the
market.
Revenues
are
recognised
when
the
customer
gains
control
of
the
goods.
Transfer
of
control
is
determined
using
a
five-step
analytical
model
that
is
applied
to
all
revenues
from
contracts
with
customers.
This
occurs
when
the
goods
are
delivered
to
the
customer,
who
has
complete
discretion
over
the
sales
channel
and
price
of
the
products
themselves
and
there
is
no
unfulfilled
obligation
that
could
affect
acceptance
by
the
customer.
Delivery
takes
place
when
the
products
have
been
shipped
to
the
specific
location,
the
risks
of
obsolescence
and
loss
have
been
transferred
to
the
customer,
and
the
customer
has
accepted
the
products
in
accordance
with
the
sales
contract,
the
terms
and
conditions
of
acceptance
have
expired,
or
the
Company
has
objective
evidence
that
all
criteria
for
acceptance
have
been
met.
Revenues
are
recognised
at
the
price
stated
in
the
contract,
net
of
any
estimates
of
deferred
discounts
or
incentives granted to the customer in line with industry practice, for example:
volume/value discounts based on cumulative sales above a threshold at the end of a given period;
performance-based
discounts
(such
as
discounts,
rebates,
performance
bonuses,
logistical
discounts)
based
on promotional activities carried out by the customer and agreed in advance;
customer
incentives,
such
as
discount
vouchers,
free
products,
price
protection,
market
development
allowances and price reduction allowances (to compensate low sales);
product placement allowances (such as contributions for placement and range).
Historical
experience
is
used
to
estimate
deferred
discounts/incentives
based
on
agreements
with
clients,
and
revenues
are
recognised
only
to
the
extent
that
it
is
highly
probable
that
there
will
be
no
need
for
subsequent
significant adjustments.
No
element
of
financing
is
deemed
to
be
present
as
sales
are
made
with
only
a
brief
delay
before
payment:
contracts
are
not
generally
entered
into
where
there
is
more
than
one
year
between
the
transfer
of
the
goods
and
payment by the customer.
Discounts
relating
to
specific
payment
terms
that
lower
the
Company
entity’s
collection
risk
or
reduce
administrative
costs,
and/or
improve
liquidity
(such
as
payments
at
the
time
of
sale)
are
recognised
as
a
reduction
in revenue.
A
liability
reducing
the
related
trade
receivable
is
recognised
for
deferred
discounts
due
to
customers
in
relation
to
sales
made
up
to
the
end
of
the
period.
Such
liabilities
can
then
be
offset
against
the
amounts
payable
by
the
customer.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
230
Receivables
are
recognised
when
the
goods
are
delivered
as
this
is
the
point
in
time
that
the
consideration
is
unconditional because only the passage of time is required before payment is due.
The
Company
incurs
consumption
taxes.
Excise
duty
is
a
production
tax
payable
by
the
manufacturer
and
becomes
payable
when
the
product
is
removed
from
captive
warehouses
and
is
not
directly
related
to
the
sales
value:
the
excise
duty
is
consequently
recognised
as
a
cost
for
the
Company.
Excise
duties
are
normally
recovered
through
the
sales
although
they
are
generally
not
shown
as
a
separate
item
on
external
invoices.
Excise
duty
increases
are
not
always
passed
on
to
the
customer
and
if
a
customer
does
not
pay
for
the
product
received,
the
Company
cannot
request
a
refund
of
the
excise
duty.
For
excise
duties
passed
on
to
customers,
the
Company
considers
itself
an
agent
of
the
regulatory
authorities.
Consequently,
the
re-invoiced
excise
values
are
excluded
from
the
presentation
of
net
sales
in
the
primary
statements
and
are
presented
to
offset
the
cost
incurred
by
the
Company.
xx.
Recognition
of
costs and expenses in the statement of profit or loss
Costs
are
recognised
in
the
statement
of
profit
or
loss
when
they
relate
to
goods
and
services
consumed
during
the period.
Personnel
costs
include
stock
option
plans
(in
keeping
with
their
largely
remunerative
nature)
allocated
to
employees,
directors
and
individuals
who
regularly
carry
out
work
for
one
or
more
Group
companies.
Personnel
costs include as well the share-based payments connected with the ‘Employees Share Ownership plan’.
Costs
incurred
in
developing
alternative
products
or
processes
or
in
conducting
technological
research
and
development,
are
considered
to
be
current
costs
and
recognised
in
profit
or
loss
in
the
period
in
which
they
are
incurred.
xxi.
Financial
income
and expenses
Financial
income
and
expenses
(including
exchange-rate
differences)
are
mainly
recognised
in
the
statement
of
profit
or
loss
in
the
year
in
which
they
are
incurred;
recognition
in
other
components
of
the
statement
of
other
comprehensive
income
is
governed
by
the
rules
of
IFRS.
Financial
expenses
that
are
not
capitalised
are
recognised in the statement of profit or loss based on the effective interest method.
xxii.
Taxation
Current
income
taxes
are
calculated
on
estimated
taxable
income,
and
the
related
payable
is
recorded
under
‘Tax
payable’.
Current
tax
payables
and
receivables
are
recognised
in
the
amount
to
be
paid
to/received
from
tax
authorities
by
applying
the
tax
rates
and
regulations
in
force
or
effectively
approved
on
the
reporting
date.
In
preparing
the
above
estimates,
a
detailed
assessment
was
also
given
to
uncertainties
regarding
the
tax
treatment
of
transactions
carried out that could led to disputes with the tax authorities.
Current taxes relating to items posted directly to shareholders’ equity are included in shareholders’ equity.
Other non-income taxes, such as property and capital taxes, are included in operating expenses.
Deferred
tax
assets
and
liabilities
are
calculated
on
all
temporary
differences
between
the
asset
and
liability
values
recorded
in
the
financial
statements
and
the
corresponding
values
recognised
for
tax
purposes
using
the
liability
method.
Deferred
tax
assets
are
recognised
for
all
temporary
deductible
differences,
the
carry
forward
of
unused
tax
credits
and
any
unused
tax
losses.
Deferred
tax
assets
are
recognised
to
the
extent
that
it
is
probable
that
taxable
profit
will
be
available
against
which
the
deductible
temporary
differences,
and
the
carry
forward
of
unused
tax
credits
and unused tax losses can be utilised, except:
when
the
deferred
tax
asset
relating
to
the
deductible
temporary
difference
arises
from
the
initial
recognition
of
an
asset
or
liability
in
a
transaction
that
is
not
a
business
combination
and,
at
the
time
of
the
transaction,
affects
neither the accounting profit nor taxable profit or loss or
in
respect
of
deductible
temporary
differences
associated
with
investments
in
subsidiaries,
associates
and
interests
in
joint
arrangements,
deferred
tax
assets
are
recognised
only
to
the
extent
that
it
is
probable
that
the
temporary
differences
will
reverse
in
the
foreseeable
future
and
taxable
profit
will
be
available
against
which
the
temporary differences can be utilised.
Deferred tax liabilities are recognised for all temporary taxable differences, except:
when
the
deferred
tax
liability
arises
from
the
initial
recognition
of
goodwill
or
an
asset
or
liability
in
a
transaction
that
is
not
a
business
combination
and,
at
the
time
of
the
transaction,
affects
neither
the
accounting
profit
nor
taxable profit or loss, or
in
respect
of
taxable
temporary
differences
associated
with
investments
in
subsidiaries,
associates
and
interests
in
joint
arrangements,
when
the
timing
of
the
reversal
of
the
temporary
differences
can
be
controlled
and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred
tax
assets
and
liabilities
are
determined
based
on
the
tax
rates
projected
to
be
applicable
under
the
respective Italian laws in those periods when the temporary differences are generated or derecognised.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
231
Current
tax
assets
and
liabilities
are
offset
when
the
legal
right
of
set-off
exists,
provided
that
realisation
of
the
asset and settlement of the liability take place simultaneously.
The
Company
has
also
opted
for
the
national
tax
consolidation
procedure,
governed
by
Article
117
et
seq
of
the
Italian
Consolidated
Law
on
Income
Tax
(TUIR).
The
decision
to
adopt
this
procedure
is
reflected
in
the
accounting
entries,
showing
receivables
and
payables
arising
as
a
result
of
the
tax
consolidation
procedure
towards
the
controlling shareholder Lagfin S.C.A., Société en Commandite par Actions.
xxiii.
Transactions in foreign currencies (not hedged with derivatives)
Revenues
and
costs
related
to
foreign-currency
transactions
are
reported
at
the
exchange
rate
on
the
date
the
transaction is carried out.
Monetary
assets
and
liabilities
in
foreign
currencies
are
initially
translated
into
Euro
at
the
exchange
rate
in
effect
on
the
transaction
date
and
subsequently
converted
into
Euro
at
the
exchange
rate
applying
on
the
reporting
date,
with the difference in value being posted to the statement of profit or loss.
Non-monetary
assets
and
liabilities
arising
from
the
payment/collection
of
a
foreign
currency
advance
are
initially
recognised
at
the
exchange
rate
in
effect
on
the
transaction
date.
They
are
not
subsequently
modified
to
take
account of any change in the exchange rate in effect on the reporting date.
4.
Changes in accounting standards
i.
Summary of the new accounting standards adopted by the Company from 1 January
2021
Amendments
to
IFRS
9,
IAS
39,
IFRS
7,
IFRS
4
and
IFRS
16
on
‘Interest
Rate
Benchmark
Reform’
phase
2
(issued
on
27
August
2020).
The
amendments
support
companies
in
applying
IFRS
standards
when
i)
changes
are
made
to
contractual
cash
flows
or
hedging
relationships
because
of
the
reform;
and
ii)
assist
companies
in
providing
useful
information
to
users
of
financial
statements.
The
amendment
was
considered
in
the
preparation
of this Company only financial statements with no significant impact to be reported.
Amendments
to
IFRS
4-‘Insurance
Contracts’
on
the
deferral
of
IFRS-9
(issued
on
25
June
2020).
The
amendment
further
extended
the
temporary
exemption
from
IFRS
9,
according
to
IFRS
4,
until
1
January
2023,
in
order
to
align
with
the
effective
date
of
IFRS
17-‘Insurance
Contracts’.
The
amendment
had
no
direct
impact
on the Company only financial statements.
Amendments
to
IFRS
16-‘Leases’
Covid-19-Related
Rent
Concessions
beyond
30
June
2021
(issued
on
31
March
2021)
.
The
IFRS
16
was
amended
to
extend
the
availability
of
the
practical
expedient,
allowed
in
2020,
by
one
year.
Specifically,
the
practical
expedient
in
the
2021
amendment
applies
to
rent
concessions
for
which
any
reduction
in
lease
payments
affects
only
payments
originally
due
on
or
before
30
June
2022,
provided
the
other
conditions
for
applying
the
practical
expedient
are
met.
The
amendment,
applicable
to
annual
reporting
periods
beginning
on
or
after
1
January
2021,
was
considered
in
the
preparation
of
this
Company
only
financial
statements
with no impact to be reported.
ii.
Accounting standards, amendments and interpretations that have been endorsed but
are not yet applicable/have not been adopted in advance by the Company
The
Company
is
still
assessing
the
impact
of
these
amendments
on
its
financial
position
or
operating
results,
when applicable.
Amendments
to
IAS
16-‘Property,
Plant
and
Equipment’
on
Proceeds
before
Intended
Use
(issued
on
14
May
2020).
The
amendments
prohibit
a
company
from
deducting,
from
the
cost
of
an
item
of
property,
plant
and
equipment,
amounts
received
from
selling
items
produced
while
bringing
that
asset
to
the
location
and
into
the
condition
necessary
for
it
to
be
capable
of
operating
in
the
manner
intended
by
management.
Instead,
the
Company
must
recognise
the
proceeds
from
selling
such
items
and
the
cost
of
producing
them,
in
profit
or
loss.
The
first
application is scheduled for 1 January 2022.
Amendments
to
IAS
37-‘Provisions,
Contingent
Liabilities
and
Contingent
Assets’
on
Onerous
Contracts-Cost
of
Fulfilling a Contract (issued on 14 May 2020).
The
amendment
specifies
that
the
‘cost
of
fulfilling’
a
contract
comprises
the
‘costs
that
relate
directly
to
the
contract’.
They
can
either
be
the
incremental
costs
of
fulfilling
that
contract
(examples
would
be
direct
labour
and
materials)
or
an
allocation
of
other
costs
that
relate
directly
to
fulfilling
contracts
(an
example
would
be
the
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
232
allocation
of
the
depreciation
charge
for
an
item
of
property,
plant
and
equipment
used
in
fulfilling
the
contract).
The first application is scheduled for 1 January 2022.
Amendments
to
Annual
improvements
2018-2020
(issued
on
14
May
2020)
include
the
following
amendments
to
IFRS:
IFRS
9-‘Financial
Instruments’.
The
amendment
clarifies
the
fees
that
an
entity
may
include
when
assessing
whether
the
terms
of
a
new
or
modified
financial
liability
are
substantially
different
from
the
terms
of
the
original
financial liability.
IAS
41-‘Agriculture’.
The
amendment
removes
the
requirement
to
exclude
taxation
cash
flows
when
measuring
the fair value of assets falling within the scope of IAS 41.
IFRS
16-‘Leases’.
The
amendment
to
illustrative
example
13
in
IFRS
16
removes
the
illustration
of
payments
from
the
lessor
relating
to
leasehold
improvements
to
resolve
any
potential
confusion
regarding
the
treatment
of lease incentives that might arise because of how lease incentives were illustrated in that example.
The first application of these amendments is scheduled for 1 January 2022.
iii.
Accounting standards, amendments and interpretations not yet endorsed
The
Company
is
still
assessing
the
impact
of
these
amendments
on
its
financial
position
or
operating
results,
when applicable.
Amendment to IAS 1-‘Presentation to Financial Statements’ (issued on 23 January 2020).
The
amendment
specifies
the
requirements
to
classify
liabilities
as
current
or
non-current
by
clarifying
i)
what
is
meant
by
a
right
to
defer
the
settlement;
ii)
that
if
an
entity
has
the
right
to
roll
over
an
obligation
for
at
least
twelve
months
after
the
end
of
the
reporting
period,
it
classifies
the
obligation
as
non-current,
even
if
it
would
otherwise
be
due
within
a
shorter
period;
iii)
that
the
classification
is
unaffected
by
the
likelihood
that
an
entity
will
exercise
its
deferral
right;
and
iv)
that
the
settlement
refers
to
a
transfer
to
the
counterparty
that
results
in
the
extinguishment
of the liability.
The first application is scheduled for 1 January 2023.
Amendments
to
IAS
8-‘Accounting
policies,
Changes
in
Accounting
Estimates
and
Errors:
Definition
of
Accounting
Estimates (issued on 12 February 2021).
The
amendments
introduce
a
new
definition
of
‘accounting
estimates’,
clarifying
the
distinction
between
changes
in
accounting
estimates
and
changes
in
accounting
policies
and
the
correction
of
errors.
Also,
they
clarify
how
entities
use
measurement
techniques
and
inputs
to
develop
accounting
estimates.
The
first
application
is
scheduled for 1 January 2023.
Amendments
to
IAS
1-‘Presentation
of
Financial
Statements’
and
IFRS
Practice
Statement
2:
Disclosure
of
Accounting
policies
(issued
on
12
February
2021).
The
amendments
provide
guidance
and
examples
to
help
entities
apply
materiality
judgements
to
accounting
policy
disclosures.
The
first
application
is
scheduled
for
1
January 2023.
Amendments
to
IAS
12-‘Income
Taxes’
Deferred
Tax
related
to
Assets
and
Liabilities
arising
from
a
Single
Transaction
(issued
on
6
May
2021).
The
amendment
requires
an
entity
to
recognise
deferred
tax
on
initial
recognition
of
particular
transactions
to
the
extent
that
the
transaction
gives
rise
to
equal
amounts
of
deferred
tax
assets
and
liabilities.
The
proposed
amendments
would
apply
to
transactions
such
as
leases
and
decommissioning obligations for which an entity recognises both an asset and a liability.
The first application is scheduled for 1 January 2023.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
233
5.
Results for the period
This
section
explains
the
results
and
performance
for
the
period
ended
31
December
2021.
Breakdowns
are
provided
for
operating
costs,
other
income
and
expenses,
finance
income
and
expenses
and
taxation.
For
taxation
and
share
of
profit
(loss)
of
associate
and
joint
ventures,
balance
sheet
disclosures
are
also
provided
in
this
section.
i.
Net sales
Net sales are broken down by nature, counterpart and market in the tables below.
for the years ended 31 December
Sales to Campari group’s subsidiaries
(1)
(1)
Please refer to note 10 vi-‘Related parties’ for further information about sales to Group companies.
for the years ended 31 December
for the year ended 31 December 2021
percentage
of Company
sales
main region/markets for
brands
Wild Turkey portfolioʿ¹ʾʿ²ʾ
Jamaican rums portfolioʿᶟʾ
(1)
Excludes ready-to-drink.
(2)
Includes American Honey.
(3)
Includes Appleton Estate, Wray&Nephew Overproof and Kingston 62.
(4)
Includes Braulio, Cynar, Averna and Frangelico.
(5)
Includes Bisquit&Dubouché, Riccadonna, Mondoro, Trois Rivières, Maison La Mauny, Ancho Reyes, Montelobos and Lallier.
(6)
In
light
of
the
positive
trends
recorded
over
the
past
periods,
starting
from
1
January
2021
Aperol
Spritz
ready-to-enjoy
and
X-Rated
were
moved
from
the
rest
of the portfolio category and reported as local priority brands.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
234
In
2021,
net
sales
totalled
€777.2
million,
showing
an
increase
of
29.0%
on
the
previous
year.
This
item
included
sales
of
€437.4
million
on
the
Italian
market,
of
which
€415.6
million
directly
managed
by
the
Company,
whereas
€21.8
million
managed
by
Group
in-market
companies.
The
overall
sales
to
Group
companies
that
primarily
conduct
their
businesses
in
the
international
markets
amounted
to
€361.6
million,
increasing
21.5%
on
the
previous year.
The
Italian
market,
which
is
the
core
market
for
the
Company,
is
predominantly
on-premise
skewed
and
mainly
focused
on
the
Company’s
aperitif
portfolio
.
The
overall
2021
result
reflected
strong
business
performance
during
the
year,
supported
by
a
favorable
comparison
base
and
was
mainly
driven
by
the
strong
growth
of
both
the
aperitifs
portfolio
(Campari,
Aperol)
and
the
single-serve
aperitif
Campari
Soda.
Non-alcoholic
single
serve
aperitif
Crodino
performed
also
well
in
2021,
although
it
has
not
yet
fully
recovered
since
pre-pandemic
level.
Aperol
Spritz
ready-to-enjoy
was
also
very
positive
in
the
year.
The
overall
performance
was
favored
by
overall
increased
frequency
of
consumption
across
channels
and
the
‘revenge
conviviality’
in
the
on-premise
venues
over
the
year,
combined
with
an
extremely
favorable
summer
season
also
in
terms
of
weather.
This
trend
was
further
strengthened
by
the
restart
of
the
tourist
flow
(both
domestic
and
international),
combined
with
a
still
relevant
staycation effect.
ii.
Cost of sales
A breakdown of the cost of sales is shown in the table below.
for the years ended 31 December
Materials and manufacturing costs
Raw materials and finished goods acquired from third parties
Depreciation/amortisation
(1)
External production and maintenance costs
(1)
For
an
analysis
of
personnel
costs
and
depreciation
and
amortisation
components
by
nature,
please
see
also
the
breakdown
of
personnel
costs
in
notes
5
vi-
‘Personnel costs’ and 5 vii-‘Depreciation and amortisation’.
The
cost
of
sales,
which
amounted
to
€302.9
million
in
2021,
showed
an
increase
of
€74.9
million
compared
with
the
same
figures
in
2020.
As
a
percentage
of
net
sales,
the
cost
of
sales
stood
at
39.0%
in
2021,
which
was
slightly
up
on
the
37.8%
of
the
previous
year.
The
improved
business
performance
has
driven
this
increase
during
2021
and
the
intensifying
inflationary
pressure
detected
on
input
costs
that
began
to
occur,
especially
with
reference to logistics.
iii.
Advertising and promotional costs
A breakdown of advertising and promotional costs is shown in the table below.
for the years ended 31 December
Merchandising and promotional costs
Sponsorships, testimonial, influencers and events
Research and innovation
(1)
Trade allowance for promotional purposes
Depreciation/amortization
(2)
Other advertising and promotional costs
Total advertising and promotional costs
(1)
Research and innovation activities referred mainly to market research and packaging studies.
(2)
For
an
analysis
of
personnel
costs
and
depreciation
and
amortisation
components
by
nature,
please
see
also
the
breakdown
of
personnel
costs
in
notes
5
vi-
‘Personnel costs’ and 5 vii-‘Depreciation and amortisation’.
iv.
Public grants
For
2021,
no
operating
grants
for
promotional
spending
on
sparkling
wines
were
recorded
in
the
statement
of
profit or loss (€1.9 million in 2020).
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
235
v.
Selling, general and administrative expenses and Other operating income (expenses)
A
breakdown
of
selling,
general
and
administrative
expenses
and
Other
operating
income
(expenses),
is
shown
in the table below.
for the years ended 31 December
Agents and other variable sales costs
Depreciation/amortisation
(1)
Travel, business trip, training and meetings
Services, maintenance and insurance
Expenses for use of third-party assets
Total selling, general and administrative expenses
Total other operating income and expenses
Breakdown of other operating (income) and expenses by nature
(2)
Last mile long-term incentive schemes with retention purposes
(3)
Impairment loss on goodwill and brands
Impairment loss on investments
Gain on sale of tangible assets
Impairment of tangible assets
Cyber-attack expenses net of insurance refund
Total other operating income and expenses
(1)
For
an
analysis
of
personnel
costs
and
depreciation
and
amortisation
components
by
nature,
please
see
also
the
breakdown
of
personnel
costs
in
notes
5
vi-
‘Personnel costs’ and 5 vii-‘Depreciation and amortisation’.
(2)
The breakdown showed the net impact of other income and expense items by nature.
(3)
Pursuant
to
the
Remuneration
Policy,
a
last
mile
incentive
scheme
with
retention
purpose
to
be
potentially
awarded
to
the
current
CEO
has
been
approved
by
the Company’s corporate bodies and therefore implemented as illustrated in the Remuneration Report in the ‘Governance‘ section.
In
2021,
selling,
general
and
administrative
expenses
and
other
operating
income
(expenses)
came
to
€159.9
million
(€249.0
million
in
2020).
The
change
in
the
‘Other’
item
is
mainly
attributable
to
transactions
related
to
contracts with Group companies.
In
2021
the
main
components
of
other
operating
income
and
expenses
were
attributable
to
non-recurring
last
mile
long-term
incentive
schemes
with
retention
purposes
to
be
potentially
recognised
to
senior
management
for
€10.0
million,
to
restructuring
costs
for
€4.2
and
the
investments
in
the
digital
transformation
processes
for
€3.3
million,
partially
mitigated
by
the
insurance
reimbursement
related
to
the
malware
attack
suffered
in
2020
for
a
total
income of €4.5 million.
The
significant
decrease
of
overall
costs
compared
to
last
year
was
mainly
due
to
the
impairment
loss
recognised
in
2020
on
the
The
GlenGrant
brand
amounting
to
€15.5
million
and
on
several
investments
in
subsidiaries
for
an
overall
amount
of
€77.1
million,
mainly
due
to
the
change
in
the
macro-economic
context
occurred
in
2020.
The
latter
was
mainly
attributable
to
Campari
do
Brasil
Ltd
(key
assumptions
applied
were
weighted
average
discount
rate
of
8.8%,
long
term
growth
rate
of
3.2%
and
expected
cash
flow
based
on
a
ten-year
projection
with
a
terminal
value).
vi.
Personnel costs
The breakdown of this item is as follows.
for the years ended 31 December
Social security contributions
Cost of defined contribution plans
Cost of defined benefit plans
Other costs relating to mid/long-term benefits
Cost of share-based payments
Non-recurring personnel costs
Included in cost of sales
Included in selling, general and administrative expenses
Included in advertising and promotional expensesʿ¹ʾ
Included in other operating income (expenses)
(1)
Includes personnel costs relating to the management of brand houses.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
236
Personnel
costs
equalled
€115.8
million
and
recorded
an
increase
of
€33.2
million
compared
to
the
figures
reported
in
the
previous
year.
The
total
personnel
costs
included
also
costs
associated
with
restructuring
projects
and
non-recurring
last
mile
long-term
incentive
schemes
with
retention
purposes
to
be
potentially
recognised
to
senior
management.
60
The
change
resulted
from
an
easy
comparison
base
since
2020
was
affected
by
structural
downsizing
actions
such
as
hiring
freeze
policies
and
reduction
of
employee
bonuses
aimed
at
containing
costs
due to the pandemic.
vii.
Depreciation and amortisation
Depreciation and amortisation recognised in the statement of profit or loss by function, are shown below.
for the years ended 31 December
- Property, plant and equipment
Depreciation and amortisation included in cost of sales
- Property, plant and equipment
Depreciation and amortisation included in selling, general and administrative expenses
Depreciation and amortisation included in advertising and promotional expenses
- Property, plant and equipment
Total depreciation and amortisation in the statement of profit or loss
viii.
Financial income and expenses
The breakdown of net financial expenses for the period by destination is as follows.
for the years ended 31 December
Discounting from put option liabilities and change in estimate
Bank and term deposit interests
Dividends from subsidiaries
Net financial income (expenses)
In
2021,
net
financial
income
(expenses)
reported
a
total
net
cost
of
€5.6
million,
compared
to
the
previous
year’s
net
financial
income
of
€26.8
million.
This
variance
was
attributable
to
the
lower
dividend
income
from
Group
companies
that
amounted
to
€14.9
million
in
2021
and
€62.2
million
in
2020
and
thus
more
than
offset
the
decrease in interest expenses.
60
Pursuant
to
the
Remuneration
Policy,
a
last
mile
incentive
scheme
with
retention
purpose
to
be
potentially
awarded
to
the
current
CEO
has
been
approved
by
the Parent Company’s corporate bodies and therefore implemented as illustrated in the Remuneration Report in the ‘Governance‘ section.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
237
The breakdown of net financial expenses for the period by nature is as follows.
for the years ended 31 December
Interest expenses on bonds
Interest expenses on loans
Interest expenses on leases
Bank and term deposit interests
Total financial expenses before exchange gain (losses), one-offs and put option
Exchange rate differences
Total financial expenses before one-offs, hyperinflation and put option
Discounting from put option liabilities and change in estimate
Net financial income (expenses)
Focusing
on
the
main
components
of
the
year
2021,
interest
expenses
stood
at
€23.2
million
compared
to
€30.4
million
reported
in
2020,
with
a
decrease
mainly
attributable
to
the
lower
average
coupon
on
long-term
debt
obtained
thanks
to
accurate
liability
management
transactions
performed
over
the
last
years
to
benefit
from
favourable interest rates.
Financial
income
and
expenses
arising
from
bond
emissions
and
the
related
hedging
instruments
are
shown
below.
for the years ended 31 December
Financial expenses to bondholders
Net changes in fair value and other amortised cost components
Cash flow hedge reserve reported in the statement of profit or loss during the year
Net interest expenses on bonds
ix.
Leases components
The amounts recognised in the statement of profit or loss are reflected in the table below.
Depreciation and amortisation on right-of-use underlying assets
Variable lease payment not included in measurement of lease liability
Expense related to leases with low value
Total lease components in the statement of profit or loss
The
variable
leases
included
in
the
statement
of
profit
or
loss
mainly
referred
to
information
technology
equipment
and warehouses for storing products.
x.
Share of profit (loss) of associates and joint ventures
The change in the interest value of associated and joint ventures is shown in the table below.
Investment in associates and joint venture
During the year, the Group has carried out several initiatives:
-
the
setup
of
the
50/50
joint
venture
agreement
with
Moët
Hennessy
to
create
a
premium
pan-European
Wines&Spirits
e-commerce
player
through
the
company
Dioniso
S.r.l..
As
part
of
this
partnership,
Campari
contributed
its
stake
in
Tannico,
the
leading
e-commerce
platform
for
wines
and
premium
spirits
in
Italy
and
France;
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
238
-
the
merger
of
Di.Ci.E.
Holding
B.V.
into
Davide
Campari-Milano
N.V.,
which
led
to
an
increase
of
€0.2
million
in
interests in associates.
For
the
year
ended
2021,
the
Company
recorded
a
loss
of
overall
€2.2
million,
applying
the
equity
method
for
all
its associates and joint venture interests (€0.7 million in 2020).
Please refer to paragraph 6 iv.- ‘Investments in subsidiaries, associates and joint ventures’ for more information.
xi.
Taxation
Taxes
are
calculated
based
on
the
applicable
regulations
at
the
rates
in
force,
which,
in
2021,
were
24.0%
for
IRES (corporate income tax) and 5.57% for IRAP (regional production tax).
A
breakdown
of
the
current
and
deferred
taxes
included
in
the
Company’s
statement
of
profit
or
loss
and
statement
of other comprehensive income is as follows.
for the years ended 31 December
- current taxes for the year and previous years
- deferred tax expenses of the year
Taxes recorded in the statement of profit or loss
Taxes recorded in the statement of comprehensive income
Taxation
in
2021
amounted
to
€65.0
million
compared
to
€3.9
million
reported
in
2020.
The
discrepancy
in
the
reported
net
tax
burden
was
guided
by
the
resumed
business
performance
and
the
significant
decrease
of
the
overall
tax
components
reported
in
2020
pursuant
to
the
Italian
tax
Law
Decree
no.
104/2020
which
resulted
in
a
one-off
benefit
of
€29.9
million
on
the
2020
tax
items
relating
to
the
remeasurement
of
deferred
taxation
on
brand
and
goodwill
fiscal
values
stepped-up
to
their
corresponding
book
values,
net
of
the
3%
substitutive
tax
to
be
paid
in order to access the fiscal benefit.
The
effect
of
the
law
mentioned
above,
which
allows
the
deduction
of
higher
amortisation
for
fiscal
purposes,
has
not
impacted
the
representation
of
the
2021
taxation
as
reported
above,
since
the
tax
benefit
deriving
from
lower
current
taxation
is
offset
by
a
corresponding
deferred
tax
burden.
In
addition,
the
cash
tax
saving
of
the
year
2021
was
neutralized
by
the
payment
of
the
relevant
instalment
of
substitute
tax
due
in
the
first
year
as
a
requisite
to
access
the
tax
incentives,
equal
to
€5.1
million.
Finally,
the
beforementioned
Italian
tax
law,
was
revised
on
30
December
2021
pursuant
to
Law
no.
234
(Budget
Law)
published
in
the
Official
Gazette
on
31
December
2021.
Following
the
introduction
of
the
Budget
Law,
the
terms
of
the
amortisation
period
of
goodwill
and
brands
for
tax
purposes
was
extended
from
the
original
18
years
to
50
years,
with
a
consequent
dilution
over
time
of
the
expected
tax benefits: the figures reported in the 2021 accounts reflected the new rules.
Reconciliation of tax charges
The
following
table
shows
a
reconciliation
of
the
theoretical
tax
charge
against
the
Company’s
actual
tax
charge.
The
theoretical
rate
used
is
the
rate
in
force
during
the
year
in
question,
based
on
the
legal
provisions,
considering
the
rates
for
both
IRES
(corporate
income
tax)
and
IRAP
(regional
production
tax)
taxes,
which
have
different
tax
bases.
Tax base differences are included under permanent differences.
for the years ended 31 December
Theoretical taxes at current tax rate
Taxes relating to previous financial years
Item with different theorical tax rate
Actual tax liability in the statement of profit or loss
Profit before taxation represents the basis on which tax is calculated, in accordance with current tax regulations.
The
reported
tax
rate
in
the
2021
period
was
28.0%,
compared
to
a
reported
tax
rate
of
4.4%
in
2020.
The
discrepancy
in
the
reported
tax
rate
was
mainly
guided
by
the
significant
decrease
of
the
positive
and
non-
recurring
tax
adjustments
reported
in
2020
equal
to
€29.9
resulting
from
the
deferred
tax
remeasurement
pursuant
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
239
to
the
Italian
tax
Law
Decree
no.
104/2020.
The
tax
reconciliation
items
also
included
the
effect
of
permanent
differences due to the tax effect of dividends received from subsidiaries and the allowance for corporate equity.
Breakdown of deferred taxes by type
Details
of
deferred
tax
income/assets
and
expenses/liabilities
posted
to
the
statement
of
profit
or
loss
and
statement of financial position are broken down by type below.
statement of financial position
statement of profit or loss
other comprehensive income
statements
for the years ended 31 December
for the years ended 31 December
Reclassified in reduction of deferred tax liabilities
Goodwill and trademarks deducted locally
Goodwill and trademarks non deducted locally
Unrealized forex exchange profit
Reclassification of deferred tax assets
Deferred
tax
assets
arise
from
temporary
differences
and
mainly
relate
to
costs
that
are
deductible
based
on
certain
tax
measures,
to
the
creation
of
taxed
provisions
(such
as
the
provision
for
inventory
impairment,
provisions
for
risks,
provision
for
expected
future
losses
on
receivables),
to
directors’
remuneration
and,
lastly,
to
unrealised exchange-rate losses.
Temporary
differences
that
entailed
the
reporting
of
deferred
tax
liabilities
related
mainly
to
the
amortisation
of
goodwill and brands, the deferral of gains made in previous years and, lastly, unrealised exchange-rate gains.
The
amounts
credited
and
debited
under
this
item
are
recognised
in
the
statement
of
profit
or
loss
for
the
period
or
under
other
comprehensive
income
or
expense
if
the
temporary
difference
is
also
recorded
under
other
comprehensive income or expense.
The breakdown of income tax payables is as follows.
Payable to controlling shareholder for tax consolidation
(1)
Total income tax payables
(1)
Please refer to paragraph 10 vi-’Related parties’ for more information.
Income
tax
receivables
and
payables
are
all
due
within
12
months.
The
corporate
income
tax
payable
is
shown
net of advance payments and taxes deducted at source.
At
31
December
2021,
the
Company’s
tax
payables
came
to
€37.8
million
due
to
higher
taxable
income
for
IRES
and IRAP purposes than the previous year, which arose mainly from the different business results.
There were no income tax receivables at 31 December 2021.
6.
Operating assets and liabilities
This section describes the assets used to generate the Company performance and the liabilities.
i.
Property, plant and equipment
Changes in this item in 2021 and 2020 are shown in the tables below.
Carrying amount at the beginning of the period
Accumulated depreciation at the beginning of the period
Carrying amount at the end of the period
Accumulated depreciation at the end of the period
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
240
Carrying amount at the beginning of the period
Accumulated depreciation at the beginning of the period
Carrying amount at the end of the period
Accumulated depreciation at the end of the period
Land and buildings
This
item
included
the
land
occupied
by
the
Novi
Ligure
facility,
the
buildings
essential
for
carrying
out
the
business,
i.e.
the
building
that
accommodates
the
Company’s
headquarters,
and
the
Canale,
Alghero
and
Caltanissetta production units. This item also includes the water system, plumbing works and electricity units.
Plant and machinery
The
item
included
plants,
machinery
and
tanks
for
the
production
units
and
the
facilities
attached
to
the
Company’s
headquarters.
Increases
during
the
year,
totalling
€9.0
million,
were
related
mainly
to
efficiency
improvements
and
capacity
expansion at some production facilities.
Other
This
item
included
various
devices,
including
laboratory
equipment
and
other
assets,
such
as
furniture,
electronic
machines, cars and goods vehicles.
ii.
Right of use assets
Assets
underlying
the
right
of
use
recognised
in
the
statement
of
financial
position
and
their
related
changes
that
occurred in 2021 and 2020 are shown in the following tables.
Carrying amount at the end of the period
Accumulated amortization at the end of the period
Carrying amount at the end of the period
Accumulated amortization at the end of the period
iii.
Intangible assets
At 31 December 2021, goodwill and brands came to €355.3 million and €258.6 million, respectively.
Changes in goodwill and brands during 2021 and 2020 are shown in the tables below.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
241
The breakdown of the brands is as follows.
Brands with indefinite useful life
The GlenGrant and Old Smuggler
Riccadonna-Mondoro, of which:
Total brands with indefinite useful life
Brands with definite useful life
Goodwill
and
brands
with
an
indefinite
life
are
not
amortised
but
are
instead
subject
to
impairment
tests
which
are
carried out annually or more frequently, if events or changes in circumstances indicate a possible loss.
Brands
with
a
finite
life
include
the
X-Rated
brands.
In
2015,
its
useful
life
was
reviewed
and
determined
as
a
total
of ten years from 2016.
In 2021, the Company acquired the Bulldog brand from Glen Grant Ltd. for €35.0 million.
-
Intangible assets with a finite life
Changes in this item that occurred in 2021 and 2021 are shown in the tables below.
Carrying amount at the beginning of the period
Accumulated amortization at the beginning of the period
Carrying amount at the end of the period
Accumulated amortization at the end of the period
Carrying amount at the beginning of the period
Accumulated amortization at the beginning of the period
Carrying amount at the end of the period
Accumulated amortization at the end of the period
Intangible assets with a finite life are amortised according to their remaining useful life.
Net
investment
in
information
technology,
totalling
€20.8
million,
primarily
related
to
the
enhancement
of
the
Company’s
IT
infrastructure
through
digital
transformation
aiming
to
boost
agility,
ability
and
speed
in
strategic
business decision making and to drive superior performances throughout the organization.
-
Impairment test on goodwill and brands
With
reference
to
the
impairment
tests
on
the
intangible
assets
of
Davide
Campari-Milano
N.V.,
aggregate
goodwill
was
measured
using
the
fair
value
criterion
less
the
cost
of
sales.
This
methodology
applies
parameters
associated
with
the
valuation
assigned
to
comparable
businesses
acquired,
in
an
active
market,
in
terms
of
type
of
business
acquired
and
transaction
structure.
These
are
implicit
parameters
or
multiples
derived
from
the
ratio
between
the
acquisition
price
and
specific
economic
and
financial
values
relating
to
those
companies.
The
fair
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
242
value
method
was
used
to
determine
the
recoverable
amount
of
goodwill,
using
the
EV/EBITDA
(enterprise
value/earnings
before
interest,
taxes,
depreciation,
and
amortisation)
multiple,
associated
with
a
sample
of
transactions
comparable
to
the
acquisition.
The
use
of
this
multiple
is
considered
particularly
effective
as
it
avoids
distortions
caused
by
different
tax
regulations
and
financial
structures;
it
is
less
sensitive
to
distortions
caused
by
variations in extraordinary profit and facilitates comparison at international level.
In
2021
the
impairment
test
confirmed
the
full
recoverability
of
the
goodwill
booked
in
DCM
N.V.
with
sufficient
headroom
to
exclude
impairment
losses
that
may
arise
from
meaningful
business
downside
risks.
Moreover,
a
sensitivity
analysis
of
the
recoverable
amount
determined
based
on
the
fair
value,
was
performed
conservatively
assuming a reduction of 20% to the metrics to which the multiple is applied.
The sensitivity analyses described above confirmed the full recoverability of the value recorded for the goodwill.
It
should
be
noted
that
the
trademark
values
booked
in
the
separate
financial
statements
of
DCM
N.V.
have
already been tested within the impairment test of trademark values at the Group level.
The
impairment
test
of
the
Company’s
goodwill
at
31
December
2021
confirmed
the
value
of
€355.3
million
shown
in the previous note.
In
addition,
the
Company
tests
the
recoverability
of
the
value
of
brands
with
an
indefinite
life
using
the
methodology
described
in
note
7
-‘Impairment
test
on
goodwill
and
brands’
of
Campari
Group
consolidated
financial
statements
at
31
December
2021,
to
which
full
reference
is
made.
As
of
31
December
2021,
the
overall
value of brands owned by Davide Campari-Milano N.V. amounted to €258.6 million.
iv.
Investments in subsidiaries, associates and joint ventures
The
following
table
reflects
the
changes
relating
to
investments
in
subsidiaries
and
associates
and
joint
ventures.
contribution in
kind from
merger
(1)
Campari International S.r.l.
Campari Australia Pty Ltd.
Campari Beijing Trading Co. Ltd.
Forty Creek Distillery Ltd.
Kaloyannies-Koutsikos Distilleries S.A.
Campari Singapore Pte Ltd.
Société des Produits Marnier Lapostolle
S.A.S.
SPML – Commitment to purchase residual
shares
Investments in subsidiaries
Tannico e Wineplatform S.p.A.
Interests in associates and joint ventures
(1)
Contribution in kind refer to the value of share based payment plans awarded to the Company’s employees working in subsidiaries.
(2)
The
investments
incorporated
in
the
Company
resulting
from
the
merger
of
Di.Ci.E.
Holding
B.V
were
equal
to
€368.3
million.
The
value
reported
in
the
table
is
inclusive of the elimination of Di.Ci.E. Holding B.V. investment previously held by the Company for €28.5 million.
The changes in investments in subsidiaries during the year related to the following events:
in
November
2021,
Campari
Benelux
S.A.
made
a
payment
to
the
Company
of
€73.2
million,
of
which
€0.6
million was for dividends and €72.6 million as a return of capital;
in
January
and
December
2021,
the
Company
made
two
capital
contributions
to
Terrazza
Aperol
S.r.l.
for
a
total
amount of €4.0 million;
on
14
December,
the
incorporation
of
Di.Ci.E.
Holding
B.V.
was
effective.
The
merger
led
to
an
overall
increase
of
€339.6
million
in
investments
in
subsidiaries
and
€0.2
million
in
investments
in
associates.
The
previously
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
243
held
investment
in
Di.Ci.E.
Holding
B.V.
was
offset
through
the
merger
allocation
process.
For
further
details
refer to paragraph 2- ‘Significant events of the year’ of this Company only financial statements.
Other
changes
in
the
value
of
shareholdings
arose
from
the
capitalisation
of
the
value
of
investments
in
units
in
share-based payment plans granted to directors and employees of subsidiaries
The
list
of
investments
in
direct
and
indirect
subsidiaries,
including
additional
information
extract
from
their
last
financial statements available is as follows.
profit (loss)
of the year
Campari (Beijing) Trading Co. Ltd.
Campari Argentina S.A.
(1)
ARS
1,179,365,930
98.81
1.19
Campari Australia Pty Ltd.
AUD
56,500,000
100.00
-
EUR
1,000,000
61.00
39.00
Campari India Private Ltd
.(2)
INR
172,260
99.99
0.01
Campari International S.r.l.
EUR
700,000
100.00
-
Campari Mexico S.A. de C.V.
MXN
1,670,184,642
-
100.00
RUB
2,010,000,000
100.00
-
Campari Singapore Pte Ltd.
SGD
100,000
100.00
-
Campari South Africa Pty Ltd.
ZAR
310,247,750
-
100.00
UAH
87,396,209
99.00
1.00
Forty Creek Distillery Ltd
.(3)
CAD
105,500,100
100.00
-
Kaloyannies-Koutsikos Distilleries S.A.
EUR
6,811,220
100.00
-
Société Civile Immobilière DU VAL
EUR
16,769,392
-
92.71
Société des Produits Marnier Lapostolle
S.A.S.
(4)
EUR
27,157,500
92.71
-
Campari Mexico Destiladora, S.A. de C.V.
MXN
10,100,000
-
100.00
Bellonnie et Bourdillon Successeurs S.A.S.
EUR
5,100,000
-
89.49
Distilleries Agricoles De Sainte Luce S.A.S.
EUR
2,000,000
-
89.48
Casa Montelobos, S.A.P.I. de C.V.
MXN
144,823,850
-
51.00
Licorera Ancho Reyes y cia, S.A.P.I. de C.V.
MXN
177,888,738
-
51.00
Trans Beverages Company Ltd.
KWD
2,000,000,000
-
51.00
Total investments in subsidiaries
(1)
The share capital does not include effects related to the hyperinflation accounting standard.
(2)
All data, excluding carrying amount, are at 31 March 2021.
(3)
Includes the capital contribution.
(4)
The
direct
investment
percentage
of
92.71%
does
not
include
the
portion
of
capital
with
right
of
usufruct,
equal
to
0.59%,
whose
bare
ownership
is
held
by
shareholders of Société des Produits Marnier Lapostolle S.A.S. who hold 7.29% of the capital, both covered by agreements for Campari Group purchases.
Any
excess
of
the
carrying
value
of
the
investment
to
the
related
net
equity
value
is
not
considered
representative
of
impairment
losses.
An
in-depth
analysis
based
on
cash
generation
of
the
subsidiary
has
been
carried
out
to
assess
the
investment
recoverability,
also
considering
the
related
expected
profitability.
The
evaluation
performed
was consistent with the impairment test on goodwill and brands.
The
changes
in
interests
in
associates
and
joint
venture
during
the
year
were
related
to
the
following
events
(refer
to the paragraph ‘Significant events of the year’):
in June 2021 the interests in Tannico of €24.7 million was contributed to Dioniso S.r.l.;
in
June
2021,
the
interests
in
Dioniso
S.r.l.
was
recorded,
initially
composed
of
the
aforementioned
contribution
in
kind
and
subsequently
enhanced
by
the
capital
contribution
which
took
place
in
July
and
October
2021
for
a
total
amount
of
€30.2
million
euro,
subsequently
reduced
by
€28.0
million
following
the
establishment
of
the
50/50
joint-venture
with
Moët
Hennessy.
Finally,
the
value
of
the
interests
was
reduced
by
€1.3
million
due
to
the application of the equity method valuation at year end;
the
equity
method
valuation
led
further
to
a
decrease
in
the
interest
value
of
CT
Spirits
Japan
LTD,
for
which
a
provision was built up.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
244
v.
Other non-current assets
A breakdown of other non-current assets is reflected in the table below.
Equity investment in other companies
Other non-current receivables from related parties
Other non-current tax receivables
Total other non-current assets
vi.
Other current assets
A breakdown of other current assets is reflected in the table below.
Receivable for Group to Parent Company
Receivables from related parties
Other receivables from tax authorities
All receivables are due within 12 months and their carrying amount is considered to be closed to their fair value.
For
further
details
on
receivables
from
related
parties,
please
refer
to
note
10
vi-‘Related
parties’
of
this
Company
only financial statements.
The
table
below
reflects
a
breakdown
of
receivables
(the
full
other
current
asset
balance
excluding
prepaid
expenses) by maturity.
Total receivables broken down by maturity
(1)
The item does not include prepaid expenses.
Total receivables broken down by maturity
(1)
The item does not include prepaid expenses.
The
tables
below
provide
information
on
the
change
in
the
provision
for
bad
debt
and
the
credit
risk
exposure
of
the Group’s other current receivables using a provisional matrix.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
245
other current receivables days past due since
Estimated total gross carrying amount at default
Provision for expected credit losses
other current receivables days past due since
Estimated total gross carrying amount at default
Provision for expected credit losses
vii.
Other non-current liabilities
A breakdown of other non-current liabilities is shown in the table below.
Other non-current liabilities
(1)
Including non-recurring last mile long-term incentive schemes.
The
change
of
€10.1
million
is
mainly
related
to
non-recurring
last
mile
long-term
incentive
schemes
with
retention
purposes to be potentially recognized to senior management.
viii.
Other current liabilities
A breakdown of other current liabilities is shown in the table below.
Tax on alcohol production
Withholding and miscellaneous taxes
Other current liabilities to related parties
Other current liabilities
Compared
to
the
previous
year,
the
main
change
was
related
to
an
increase
in
payables
to
staff
for
€16.7
million,
resulting from the catch up of short-term incentive plans, reflecting the positive business performance in 2021.
The following table shows a breakdown of payables by due date.
ix.
Capital grants
Capital grants were mainly related to the funds received for investments in production plants at Novi Ligure.
The following table provides details of changes in deferred income relating to capital grants.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
246
Amounts posted to the statement of profit and loss
Amounts posted to the income statements
7.
Operating working capital
This
section
breaks
down
the
Company’s
operating
working
capital
into
the
various
items
that
are
managed
to
generate the Company’s performance.
i.
Trade receivables
A breakdown of trade receivables is shown in the table below.
Trade receivables from third parties
Trade receivables from related parties
Receivables in respect of contributions to promotional costs
The carrying amount of the receivables due within 12 months is considered to be close to their fair value.
At
31
December
2021,
the
trade
receivables
item
is
reported
net
of
the
related
impairment
provision
for
expected
future
losses,
reflecting
the
effective
collection
risk.
Compared
to
the
last
year,
the
increase
in
receivables
was
mainly
related
to
an
easy
comparison
base,
as
2020
was
heavily
affected
by
the
Covid-19
pandemic
and
its
influence on the Company’s business.
For further details on receivables from related parties, please refer to note 10 vi-‘Related parties’.
The table below reflects receivables broken down by maturity.
provision for expected future
losses and bad debt
Total receivables broken down by maturity
(1)
The item does not include prepaid expenses.
provision for expected
future losses and bad debt
Total receivables broken down by maturity
(1)
The item does not include prepaid expenses.
The
following
table
reflects
the
changes
in
impairment
provision
for
expected
future
losses
on
receivables
in
2021
and 2020.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
247
provision for expected future losses and bad debt
provision for expected future losses and bad debt
The
provision
for
expected
future
losses
included
the
impairment
of
specific
receivables
in
order
to
reflect
the
estimated
realisable
value
in
the
accounts
and
an
estimate
for
expected
credit
losses
on
receivables
and
stood
at
€2.0
million
at
31
December
2021.
Utilisations
were
mainly
due
to
the
settlement
of
lawsuits
outstanding
from
previous years.
The
table
below
sets
out
the
information
in
relation
to
the
credit
risk
exposure
on
the
Company’s
trade
receivables
using a provision matrix:
trade receivables days past due
(1)
Estimated total gross carrying amount at default
Provision for expected credit losses
(1)
The table does not include receivables from related parties.
trade receivables days past due
(1)
Estimated total gross carrying amount at default
Provision for expected credit losses
(1)
The table does not include receivables from related parties.
The
amount
of
the
provision,
as
well
as
the
level
of
utilisation
over
the
years
confirmed
overall,
that
the
Company
is exposed to a cluster of customers and to markets that are not significantly affected by credit risk.
ii.
Trade payables
A breakdown of trade payables is shown in the table below.
Trade payables to third parties
Trade payables to related parties
The
above
payables
are
all
due
within
12
months.
For
further
details
on
payables
to
related
parties,
see
note
10
vi-‘Related parties’ of this Company only financial statements.
The payment terms applied to suppliers are generally 60 days from the end of the month of invoice.
The
increase
in
the
2021
balance
at
year-end
compared
to
the
previous
year
reflected
the
positive
business
performance,
also
boosted
by
the
extension
of
the
reverse
factoring
programme
launched
in
2020
in
cooperation
with
an
external
banking
provider,
which
amounted
to
€20.3
million
in
2021
(€7.3
million
in
2020).
Given
the
nature
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
248
of
the
programme
and
the
substance
of
the
transaction,
the
trade
payables
under
reverse
factoring
agreements
continued
to
be
classified
as
a
component
of
the
Company’s
operating
working
capital
with
no
separate
disclosure
as primary line items of the Company financial statements in consideration of the total exposure.
iii.
Inventories
The breakdown of inventories is as follows:
Raw materials, supplies and consumables
Inventories
are
reported
net
of
the
relevant
impairment
provisions.
The
changes
that
occurred
in
2021
and
2020
are shown in the tables below.
8.
Net financial debt
This
section
provides
details
of
the
composition
of
the
Company’s
net
financial
position
broken
down
into
the
various
items
under
management.
Figurative
financial
assets
and
liabilities
arising
from
rent
and
lease
agreements, are also provided in this section.
i.
Cash and cash equivalents
The breakdown of cash and cash equivalents is as follows.
Bank current accounts and cash
Cash and cash equivalents
At
31
December
2021
the
extremely
solid
cash
flow
generation
was
attributable
to
the
very
satisfactory
performance
of
the
business
achieved
during
the
year.
For
a
better
understanding
of
the
liquidity
management
reference
is
made
to
cash
flow
information
and
the
net
financial
debt
(note
8
vii-’Reconciliation
with
net
financial
debt and cash flow statement’).
ii.
Other current financial assets
A breakdown of other current financial assets is shown in the table below:
Financial receivables from related parties
Valuation at fair value of forward contracts
Other current financial assets
At
31
December
2021,
financial
receivables
from
related
parties,
totalling
€72.6
million,
were
mainly
associated
with
short-term
loans
for
the
cash
pooling
system
granted
by
Davide
Campari-Milano
N.V
.
to
various
Group
companies,
including:
Champagne
Lallier
Sarl
(€24.7
million),
Bellonnie
et
Bourdillon
S.A.S.
(€24.2
million)
and
Campari
New
Zealand
(€11.5
million).
These
financial
assets
were
determined
at
interest
rates
in
line
with
market
conditions. For further details, see note 11 vi-‘Related Parties’.
Moreover, the increase in securities and term deposit was fully related to investments of financial items.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
249
iii.
Other non-current financial assets
A breakdown of other non-current financial assets is shown in the table below.
Non-current financial assets
The
financial
receivables
of
€1.5
million
related
to
the
interest-bearing
receivables
from
Terra
Moretti
S.r.l.,
associated
with
the
past
sale
of
Sella&Mosca
S.p.A.
and
Teruzzi&Puthod
S.r.l..
The
short-term
portion
of
this
interest-bearing
receivable
has
been
classified
under
current
financial
assets
into
the
‘other
financial
assets’
item.
iv.
Lease components
Changes in lease liabilities that occurred in 2021 and 2020 are provided in the following tables.
The main average IBR in 2021 and 2020 were as follows.
for the year ended 31 December 2021
Currency
for the year ended 31 December 2020
The amounts recognised in the cash flow were as follows.
for the years ended 31 December
cash outflow for lease capital
cash outflow for lease interests
Total cash outflow for leases
The table below reflects the breakdown of the lease liabilities by asset class.
Total financial liabilities for leases as of 31 December 2021
Total financial liabilities for leases as of 31 December 2020
v.
Non-current financial debt
The breakdown of bonds and other non-current liabilities is shown in the table below.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
250
Liabilities for put option and earn out payments
Non-current financial liabilities
Total non-current financial debt
At 31 December 2021, the Bonds item included the following issues placed by the Company.
At
31
December
2021
the
bond
issued
in
2017
by
the
Parent
Company,
with
a
nominal
value
of
€50.0
million
has
been
reclassified
to
short
term
due
to
the
maturing
date
being
within
twelve
months
(April
2022).
The
residual
change
recorded
in
2021
relates
to
the
effects
of
the
amortised
cost
of
the
above
long-term
portion
of
bonds
and
were negative at €0.8 million.
-
Liabilities and loans due to banks
This item includes euro-denominated loans entered into with leading banks as follow.
3-months Euribor plus 1.126% spread
(3)
3-month Euribor no floor plus 1.227% spread and up-front fees of 0,35%
(1)
The current portion is classified in current liabilities – loans due to banks.
(2)
The
loan
was
accompanied
by
a
revolving
credit
facility
for
the
same
amount
and
maturity,
at
an
interest
rate
of
3-month
Euribor
plus
a
0.75%
spread,
as
well
as drawdown fees. The revolving credit facility was not used at 31 December 2021.
(3)
Inclusive of the related interest rate swap.
3-months Euribor plus 1.126% spread
3-month Euribor no floor plus 1.227% spread and up-front fees of 0,35%
0.75% and up-front fees of 0.20%
The
increase
compared
to
last
year
is
explained
by
the
dynamic
management
of
loan
exposure
connected
to
the
needs
of
the
financial
activity
combined
with
a
management
of
liabilities
focused
on
benefiting
from
favourable
market opportunities.
-
Liabilities for put options and earn out
The
changes
of
non-current
liabilities
for
put
option
and
earn
out
occurred
in
2021
and
2020
are
shown
in
the
table below.
variation impacting
profit or loss
variation impacting net equity or investment value
amortisation costs effect
reclassification to current liability
exchange rate differences and other changes
of which evaluated at fair value
of which evaluated at amortized cost
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
251
variation impacting profit or
loss
variation impacting net equity or investment
value
amortisation costs effect
reclassification to current liability
of which measured at fair value
of which measured at amortized cost
The
changes
in
the
year
were
mainly
related
to
the
reclassification
to
current
financial
items
of
€50.6
million
arising
from
the
agreements
signed
with
a
number
of
the
former
shareholders
of
Société
des
Produits
Marnier
Lapostolle
S.A.S. for the purchase of some of the remaining shares held by them in the next twelve months.
vi.
Current financial debt
The breakdown of Current financial debt is shown in the table below.
Current portion of bond issued in 2017
Accrued interest on bonds
Liabilities for put option and earn out payments
Financial liabilities on hedging contracts
Financial liabilities for derivatives not in hedge accounting
Financial liabilities with related parties
Other financial liabilities
Current financial liabilities
The main changes that occurred in the composition of financial liabilities during 2021 are as follows:
As
mentioned
in
the
previous
paragraph,
at
31
December
2021
the
bond
issued
in
2017
with
a
nominal
value
of
€50.0 million and maturing on April 2022 has been reclassified to short-term liability.
-
Liabilities and loans due to banks
At
31
December
2021,
loans
due
to
banks
reported
a
net
decrease
of
€67.1
million
due
to
repayment
of
loans
and
credit
facilities.
The
item
includes,
in
addition
to
the
current
portion
of
medium
/
long-term
loans,
some
short-
term
loans
managed
dynamically
with
the
aim
of
further
strengthening
the
Group's
financial
structure
and
achieving greater flexibility to respond promptly to the still volatile macroeconomic context.
-
Liabilities for put options and earn out payments
The changes of non-current liabilities for put option and earn out payments is shown in the table below.
variation impacting
profit or loss
variation impacting net
equity or investment value
reclassification from non-current liability
of which evaluated at fair value
of which evaluated at amortized cost
variation impacting profit or loss
variation impacting net equity or investment
value
reclassification from non-current liability
amortisation costs effect
of which measured at fair value
of which measured at amortized cost
At
31
December
2021,
this
item
was
fully
related
to
the
option
to
purchase
shares
still
held
by
the
former
shareholders
in
Société
des
Produits
Marnier
Lapostolle
S.A.S.
that
can
be
exercised
over
the
next
12
months
and therefore reclassified from the long portion of the liability during the period.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
252
-
Financial liabilities with related parties
At
31
December
2021,
the
item
totalled
€199.9
million,
resulting
from
the
management
of
cash
pooling
by
the
Company in respect of other Group companies.
vii.
Reconciliation with net financial debt and with the cash-flow statement
A reconciliation with the Company’s net financial debt is shown in the table below.
Cash and cash equivalents
Other current financial receivables
Current financial receivables (B)
Loans due to banks current
Current portion of lease payables
Other current financial payables
Current portion of liabilities for put option and earn out payments
Current financial payables (C)
Net current financial debt (A+B+C)
Loans due to banks non-currentʿ¹ʾ
Non-current portion of lease payables
Non-current portion of bonds
Other non-current financial payables
Non-current portion of liabilities for put option and earn out payments
Non-current financial debt (D)
Reconciliation with the financial position, as shown in the Directors' report:
Non-current financial receivables
(1)
Including the related derivatives.
(2)
In accordance with ESMA guidelines.
For
the
purpose
of
completeness,
the
changes
in
current
and
non-current
financial
payables
during
2021
are
shown below.
cash flow generated (absorbed)
from financial liabilities
financial net debt
with related parties
other financial assets
(liabilities)
Notional liabilities addition
- of which long-term debt
- of which other borrowings
(1)
Included related derivatives.
(2)
Cash flow generated (absorbed) from financial liabilities.
(3)
Net change in short-term financial payables and bank loans is equal to €0.9 million (proceeds of €200.0 net of repayments of €200.9).
cash flow generated (absorbed)
from financial liabilities
financial net debt
with related parties
other financial
assets (liabilities)
Notional liabilities addition
- of which long term debt
- of which other borrowings
viii.
Financial instruments-disclosures
The
value
of
individual
categories
of
financial
assets
and
liabilities
held
by
the
Company
at
31
December
2021
and 31 December 2020 is reflected below.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
253
measurement at amortized
cost
measurement at fair value
through profit and lossʿᶟʾ
measurement at fair value
with changes recognized in
the statement of other
comprehensive income
Cash and cash equivalents
Current financial receivables with related parties
Current financial receivables
Other non-current financial assets
Accrued interest on bonds
Other financial liabilities
Liabilities for put option and earn out payments
Other financial liabilities with related parties
Current assets for hedge derivatives, not in hedge accounting
Current assets for hedging derivatives
Non-current liabilities for hedging derivativesʿ²ʾ
Current liabilities for hedging derivatives
Non-current liabilities for derivatives not in hedge accounting
(1)
Excluding related derivative.
(2)
Derivative on loan due to bank.
(3)
Liabilities
linked
to
some
investments
may
be
elected
to
have
the
fair
value
variation
accounted
for
against
the
cost
of
the
investment
in
the
associate
of
subsidiary.
measurement at amortized
cost
measurement at fair value
through profit and loss
(3)
measurement at fair value
with changes recognized in
the statement of other
comprehensive income
Cash and cash equivalents
Current financial receivables
Other non-current financial assets
Accrued interest on bonds
Other financial liabilities
Liabilities for put option and earn out payments
Other financial liabilities with related parties
Current assets for hedging derivatives
Non-current liabilities for hedging derivatives
(2)
Current liabilities for hedging derivatives
(1)
Excluding related derivative.
(2)
Derivative on loan due to bank.
(3)
Liabilities
linked
to
some
investments
may
be
elected
to
have
the
fair
value
variation
accounted
for
against
the
cost
of
the
investment
in
the
associate
of
subsidiary.
Hedging activities and derivatives
The
Company
is
exposed
to
certain
risks
relating
to
its
ongoing
business
operations.
The
primary
risks
managed
using derivative instruments are foreign currency risk and interest rate risk.
Derivatives
are
designated
as
hedging
instruments
in
the
form
of:
1)
foreign
exchange
forward
and
option
contracts,
elected
as
cash
flow
hedges
to
hedge
highly
probable
forecast
sales
and
purchases
in
different
currencies
compared
to
Euro
and
2)
interest
rate
swap
to
mitigate
the
risk
associated
to
variable
interest
rate
changes on loan and bond agreements not issued at a fixed interest rate.
The
Company
also
used
derivatives
not
designated
as
hedging
instruments
to
reflect
the
change
in
fair
value
of
foreign
exchange
of
forward
and
option
contracts
that
are
not
elected
in
hedge
relationships,
but
are,
nevertheless,
intended to reduce the level of foreign currency risk for expected sales and purchases.
In
relation
in
connection
with
the
establishment
of
joint
ventures
in
CT
Spirits
Japan
Ltd.,
commitments
to
increment
the
ownership
in
this
company
exists
in
the
form
of
call
option
elected
as
derivative
financial
instruments
measured
at
fair
value
with
impact
in
the
Campari
Group
statement
of
profit
or
loss.
At
31
December
2021
the
fair
value was negligible as well as the expected cash out at the time of the expiring of the call options
.
The
tables
below
show
a
breakdown
of
the
foreign
exchange
contracts
on
highly
probable
sales
and
purchases
and
interest
rate
swaps
on
loan,
while
the
call
agreements
over
joint
ventures
elected
as
derivative
instruments
was not represented in light of the negligible amount of both fair value and expected cash out.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
254
-
Foreign exchange forward contracts and options (highly probable forecast sales and purchases)
foreign exchange forward contracts and options
(highly probable forecast sales and purchases)
notional amount
hedged items
notional amount
hedged items
notional
amount
hedged items
carrying amounts
hedging
instruments
change in fair
value gain
(losses)
notional
amount
hedged items
carrying amounts
hedging
instruments
change in fair
value gain
(losses)
foreign exchange forward contracts and options
(highly probable forecast sales and purchases)
-
Interest rate swap contracts
notional amount
hedged items
carrying amounts
hedging
instruments
(1)
change in fair value
gain (losses)
notional amount
hedged items
carrying amounts
hedging
instruments
(1)
change in fair value
gain (losses)
(1)
The carrying value is included in the line ‘Loans due to banks’ in the recap table of financial instruments reported above.
9.
Risk management and capital structure
This section details the Company’s capital structure and the financial risks the Company is exposed to.
With
regards
to
capital
management,
the
Company
has
implemented
a
dividend
distribution
policy
which
reflects
the
company's
priority
to
use
its
cash
mainly
to
fund
external
growth
via
acquisitions.
Concomitantly,
the
Company
carries
out
share
buyback
programs
on
a
rolling
basis
intended
to
meet
the
obligations
arising
from
share
based
payments plans currently in force or to be adopted.
i.
Nature and extent of the risks arising from financial instruments
The
Company’s
main
financial
instruments
include
current
accounts,
short-term
deposits,
short
and
long-term
loans
due
to
bank,
lease
payables
and
bonds.
The
purpose
of
these
is
to
finance
the
Company’s
operating
activities. In addition, the Company has trade receivables and payables resulting from its operations.
The
main
financial
risks
to
which
the
Company
is
exposed
are
market
(currency
and
interest
rate),
credit
and
liquidity
risks.
The
following
is
a
description
of
these
risks
and
of
how
they
are
managed.
To
cover
some
of
these
risks,
the
Company
makes
use
of
derivatives,
primarily
interest-rate
swaps,
cross-currency
swaps
and
forward
contracts, to hedge interest-rate and exchange-rate risks.
Davide
Campari-Milano
N.V.
directly
undertakes
commercial
transactions
on
the
Italian
market,
and
in
foreign
markets
through
its
Group
companies.
The
composition
of
receivables
from
Italian
customers
varies
widely
in
terms
of
the
different
market
channels,
their
size
and
commercial
nature.
The
market
consists
of
a
high
number
of
customers
from
around
Italy,
with
a
balance
between
mass
retail
and
purchasing
consortia
and
traditional
retail,
with a significant presence in the ho.re.ca (hotels/restaurants/cafés) sector.
The
Company
has
a
very
broad
product
portfolio,
consisting
of
both
Campari
Group’s
products
and
products
distributed
under
license.
There
are
no
market
concentration
risks,
as
the
Company
sells
internationally
both
within the Group and to third parties.
The
Company
has
a
credit
management
function
exclusively
dedicated
to
monitoring
the
progress
of
receivables,
chasing
up
payments
and
managing
the
exposure
of
individual
customers
in
a
targeted
and
timely
manner
using
internal risk monitoring procedures.
Non-performing
receivables
are
pursued
regularly
with
legal
support
with
a
view
to
continuously
updating
progress
on individual cases. This is then reflected in the provision for doubtful receivables.
Trade
receivables
from
third
parties,
for
which
there
is
an
impairment,
are
classified
as
doubtful;
these
have
mainly
been past due for more than one year and are the subject of legal proceedings.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
255
Receivables
from
customers
are
mainly
denominated
in
Euros.
The
maximum
amount
of
risk
on
the
reporting
date
is
equal
to
the
net
value
of
trade
receivables,
also
taking
into
account
the
expected
credit
loss
risk
estimated
by the Company on the basis of the business model identified.
The
Company’s
ability
to
generate
substantial
cash
flow
through
its
operations
reduces
its
liquidity
risk,
which
is
defined as the difficulty to raise funds to meet financial obligations.
The
Company
manages
financial
flows
with
the
Italian
subsidiaries
through
a
centralised
cash
management
department, with transactions settled at market rates (refer to note 10 vi-‘Related parties’).
Detailed
information
on
financial
payables
and
liabilities
at
31
December
2021
is
provided
below,
compared
against
the
previous
year.
The
tables
below
summarise
financial
liabilities
at
31
December
2021
and
2020
by
maturity based on contractual repayment obligations, including non-discounted interest.
Financial payables to related
parties
Liabilities for put option and
earn-out payments
Other non-financial payables
Financial payables to related parties
Liabilities for put option and
earn-out payments
Other non-financial payables
Loans
due
to
banks
for
current
accounts
and
lines
of
credit
reflect
the
negative
balance
of
cash
management.
The Company has also granted loans to subsidiaries, with interest charged at market rates.
The
change
in
the
overall
structure
of
financial
liabilities
over
the
various
deadlines
reported
above,
which
provided
the
Company
with
a
safe
and
structured
long-term
exposure
profile,
was
achieved
thanks
to
careful
liability
management planning (refer to paragraph ‘Group financial review’ in the management board report).
Market
risk
consists
of
the
possibility
that
changes
in
exchange
rates,
interest
rates
or
the
prices
of
raw
materials
or
commodities
(alcohol,
aromatic
herbs
and
sugar)
could
negatively
affect
the
value
of
assets,
liabilities
or
expected
cash
flows.
The
Company
monitors
market
trends
for
the
most
crucial
raw
materials,
which
historically
have not been subject to unexpected or significant fluctuations.
The
price
of
raw
materials
and
ancillary
services
(namely
logistics
and
other
input
costs)
depends
on
a
wide
variety
of
factors,
which
are
difficult
to
forecast
and
are
largely
beyond
the
Company’s
control.
Although,
historically,
the
Company
has
not
encountered
any
particular
difficulties
in
purchasing
high-quality
raw
materials
in
sufficient
quantities
and
appropriate
services,
it
is
not
possible
to
rule
out
the
possibility
that
the
emergence
of
any
tensions
in
this
supply
chain
area
could
lead
to
difficulties
in
obtaining
supplies
and
services,
causing
costs
to
rise,
which
would
have
a
negative
impact
on
the
Company’s
financial
results.
The
aim
of
keeping
costs
below
inflation
and
supporting
the
margin
accretion
becomes
more
and
more
important,
due
to
the
induced
logistic
constraints
and
intensified
input
cost
pressure
worldwide.
The
Company
monitors
the
relationship
with
key
suppliers on ongoing basis and specific projects are developed to foster virtuous business practices.
The
Company
has
bonds
that
pay
interest
at
a
fixed
rate,
issued
directly
under
an
agreement.
The
Company
is
therefore exposed to fair value risk
.
Other
financial
liabilities,
however,
for
the
large
part
taken
out
at
variable
rates,
account
for
only
a
modest
proportion
of
total
debt.
For
this
reason,
the
Company
is
only
partially
exposed
to
the
risk
of
interest
rate
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
256
fluctuations.
The
portion
of
debt
at
fixed
rates
was
98%
(84%
in
2020)
of
total
financial
payables
at
31
December
2021.
A
breakdown
of
the
effective
interest
rate,
including
all
the
cost
components
of
the
amortised
costs,
divided
by
type of financial liability, is as follows.
effective interest rate
(1)
fixed rate 0.908% + variable
rate
(2)
(1)
Calculated on any difference between the initial amount of the liability and the maturity amount.
(2)
Inclusive of the interest rate swap on the term loan subscribed in 2019.
The
Company
has
hedging
instruments
in
place
to
minimise
exchange-rate
risk,
with
a
view
to
avoiding
a
situation
where unexpected variations in exchange rates occur on purchases and sales transactions.
Analysis
was
performed
on
the
statement
of
profit
or
loss
effects
of
a
possible
change
in
the
exchange
rates
against
the
Euro,
keeping
all
the
other
variables
constant.
The
types
of
transactions
included
in
this
analysis
are
sales and purchases in a currency other than the Company’s functional currency.
The
effects
on
shareholders’
equity
are
determined
by
changes
in
the
fair
value
of
forward
contracts
on
future
transactions, which are used as cash flow hedges.
Sensitivity analysis
The
following
table
reflects
the
effects
of
a
potential
change
in
interest
rates
on
the
statement
of
profit
or
loss
and
the
effect
of
a
potential
change
in
exchange
rates
against
the
Euro
on
the
net
equity,
keeping
the
Company’s
other variables constant.
The
assumptions
used
in
terms
of
a
potential
change
in
rates
are
based
on
an
analysis
of
the
trends
on
the
reporting date.
Regarding
the
fixed-rate
financial
liabilities
hedged
by
interest
rate
swaps,
the
change
in
the
hedging
instrument
offsets the difference in the underlying liability, with practically no effect on the income statement.
income statements (€ million)
increase in exchange rates
decrease in exchange rates
increase in interest rates
decrease in interest rates
ii.
Shareholders’ equity
The
Company
manages
its
capital
structure
and
makes
any
corresponding
changes
based
on
economic
conditions and the specific risks of the underlying asset.
To
maintain
or
change
its
capital
structure,
the
Company
may
adjust
the
dividends
paid
to
shareholders
and/or
issue
new
shares.
It
should
be
noted
that
risk-capital
management
is
carried
out
at
the
Group
level.
Please
refer
to the relevant notes to Campari Group consolidated financial statements.
For
information
on
the
composition
and
changes
in
shareholders’
equity
during
the
comparison
periods,
please
refer to the statement of changes in shareholder’s equity.
-
Issued capital and capital structure
At
31
December
2021,
the
issued
capital
of
Davide
Campari-Milano
N.V
is
represented
in
the
table
below.
Both
ordinary and special voting shares have a nominal value of €0.01 each.
.
No movements occurred during 2021 in the composition of the issued capital.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
257
special voting
shares
(1)
special voting
shares
(1)
Issued capital at 31 December 2021
(1)
Special voting shares A.
The
features
of
the
special
voting
shares
(which
can
be
A,
B,
C
depending
on
the
voting
rights
assigned)
are
described
in
the
articles
of
association
as
well
as
in
the
terms
and
conditions
for
special
voting
shares
(‘SVS
Terms’). The special voting shares are not tradable on a regulated market.
-
Outstanding shares, own shares rights associated with the shares
In
2021,
the
Company
launched
a
share
buyback
programme
covering
the
period
from
8
April
2021
to
8
October
2022
coordinated
by
EXANE
BNP
Paribas
by
31
March
2022.
The
programme
is
carried
out
pursuant
to
article
5
of
Regulation
(EU)
596/2014,
in
accordance
with
a
resolution
approved
by
the
Shareholders’
Meeting,
authorising
the
purchase
of
own
shares
to
serve
the
existing
stock
option
plans
for
the
Company’s
management
which
were
resolved
by
the
Shareholders’
Meeting
and
the
Shareholders'
Meetings
of
the
previous
years
and
other
incentive
plans
currently
in
force.
The
external
broker
responsible
for
implementing
the
programme
acted
in
compliance
with
the
statutory
limits
and
the
shareholders’
resolutions.
The
transactions
carried
out
under
the
programme
are
regularly communicated to the competent authorities pursuant to applicable legislation.
Furthermore
this
programme
included
a
contractually-agreed
reward
mechanism,
based
on
which
an
amount
deriving
from
the
outperformance
61
in
the
purchase
cost
of
the
shares
during
the
programme
shall
be
allocated
by
Campari
to
an
energy
efficiency
project,
namely
the
installation
of
photovoltaic
panels
in
one
of
the
Company’s
main
production
plants
located
in
Italy
(
Novi
Ligure),
making
it
possible
to
insource
the
production
of
renewable
electricity
and
reduce
emissions,
in
line
with
Campari
Group’s
energy
efficiency
and
decarbonisation
agenda.
Since
the
outperformance
generated
by
the
share
buyback
programme
is
higher
than
what
was
originally
expected,
it
is
possible
to
extend
the
financing
of
the
environmental
sustainability
photovoltaic
transformation
project
also
to
the
Italian
plant
in
Canale,
in
addition
to
the
plant
in
Novi
Ligure
(Italy).
By
introducing
this
share
buyback
programme
linked
to
an
ESG
commitment,
Campari
further
confirms
its
strong
commitment
to
the
responsible
use
of
resources
and
reduction
of
the
environmental
impact
of
its
production
activities,
one
of
the
four
pillars of Campari Group’s sustainability roadmap.
The table below show the reconciliation between the number of outstanding shares at 31 December 2021.
Outstanding shares at 31 December 2020
Ordinary shares repurchased under share
repurchase program
Ordinary shares assigned under incentive
plans
Special voting shares allocation
Outstanding shares at 31 December 2021
Own shares as a % total respective shares
With
reference
to
ordinary
shares,
between
1
January
and
31
December
2021
the
Company
wield
19,015,454
of
own
shares,
out
of
which
19,009,546
shares
were
sold
for
a
total
cash-in
of
€68.3
million,
corresponding
to
the
average
exercise
price
multiplied
by
the
number
of
own
shares
sold
to
stock
option
beneficiaries,
while
additionally
5,908
shares
were
transferred
in
the
context
of
share
matching
plans.
In
the
same
period,
the
Company
purchased
5,931,376
shares
at
an
average
price
of
€12.0,
for
a
total
amount
of
€71.0
62
million.
At
31
December
2021,
the
Company held 29,109,729 own shares, equivalent to 2.5% of the share capital.
With
reference
to
special
voting
shares,
between
1
January
and
31
December
2021
the
Company
allocated
the
nominal
value
of
34,521,538
special
voting
shares
to
the
treasury
shares
reserve.
This
resulted
from
disposals
of
outstanding
ordinary
shares
having
corresponding
special
voting
shares.
During
the
year
no
cancellation
of
the
treasury special voting shares has been resolved by the shareholders’ meeting of the Company.
On
12
May
2021
a
transaction
carried
out
via
block
trade
mechanism
was
completed
for
an
amount
of
3,756,833
Campari
shares
which
have
been
purchased
by
31
stock
option
beneficiaries
(‘relevant
beneficiaries’)
following
the
exercise
of
stock
options
in
accordance
with
the
terms
and
conditions
of
the
applicable
Campari
stock
options
regulation,
and
simultaneously
the
same
number
of
shares
has
been
sold
by
the
relevant
beneficiaries
via
the
61
The outperformance is the difference between the purchase price and the average VWAP (Volume Weighted Average Price) during the execution period.
62
The amount does not include the payable of €0.1 million to be collected in connection with the share buyback programme.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
258
above-mentioned
block
trade.
In
order
to
ensure
an
orderly
process
for
the
sale
of
the
shares
by
the
relevant
beneficiaries
(corresponding
to
approximately
0.3%
of
Campari’s
share
capital),
the
transaction
was
fully
implemented
through
a
block
trade
with
Goldman
Sachs
International
for
the
distribution
of
the
shares
to
institutional
investors
only.
The
stock
option
plan
relevant
for
this
transaction,
was
approved
by
Campari
shareholders'
meeting
held
on
29
April
2016
and
is
part
of
an
ongoing
long-term
incentive
plan
consisting
of
multiple
rolling
grants.
In
particular,
under
the
executed
2016
plan,
on
11
May
2016,
stock
options
were
assigned
with
(i)
a
five-year
vesting
period,
(ii)
a
subsequent
two-year
exercise
period
and
(iii)
a
strike
price
equal
to
€4.28
(each
option
entitling
the
beneficiary
to
purchase
one
Campari
share).
Currently,
net
of
certain
early
exercises
and
cancellations
(due
to
early
retirements
or
employment
terminations),
the
outstanding
stock
options
assigned
in
2016
are
equal
to
11,717,577
(inclusive
of
the
above
3,756,833
options)
and
were
distributed
across
156
beneficiaries
(inclusive
of
the
relevant
beneficiaries).
Amongst
the
relevant
beneficiaries
and
in
the
context
of
the
above-mentioned
block
trade,
Robert
Kunze-Concewitz,
Chief
Executive
Officer
of
Campari
Group,
exercised
1,166,860
options
and
sold
the
resulting
1,166,860
Campari
shares;
Paolo
Marchesini,
Chief
Financial
Officer
of
Campari Group, exercised 816,802 stock options and sold the resulting 816,802 Campari shares.
The
tables
below
show
the
reconciliation
between
the
number
of
outstanding
shares
at
31
December
2020
and
at 31 December 2019.
Outstanding shares at 31 December 2019
Capital reduction of ordinary shares to non-
distributable reserve
Capital reduction of own shares
Special voting shares allocation at the
Redomiciliation date
Ordinary shares repurchased under share
repurchase program
Special voting shares allocation
Ordinary shares assigned under incentive
plans
Outstanding shares at 31 December 2020
Own shares as a % total respective shares
Outstanding shares at 31 December 2019
Ordinary shares repurchased under incentive plans
Ordinary shares assigned under incentive plans
Outstanding shares at 31 December 2020
Own shares as a % total respective shares
-
Dividends paid and proposed
The dividends approved and paid in 2021 and in previous years are as follows.
of which, to owners of the Parent
of which, to non-controlling interests
The
dividends
submitted
for
the
approval
of
the
General
Meeting
of
Shareholders
called
to
approve
the
financial
statements
for
the
year
ended
31
December
2021
is
€67.9
million,
calculated
on
the
basis
of
shares
outstanding
at
31
December
2021
and
to
be
recalculated
based
on
the
total
number
of
outstanding
shares
as
of
the
coupon
detachment
date.
For
information
purposes,
on
the
basis
of
the
29,109,729
own
shares
held
at
31
December
2021,
the
shares
outstanding
at
the
same
date
amounted
to
1,132,490,271.
The
proposed
dividend
for
the
period
is €0.06 per share, increasing by +9.1% compared to the previous financial year.
For information on the dividend payments in the last five years, refer to the following ‘Other reserves’ note.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
259
legal reserves for Dutch legislation
(1)
retained earnings and other reserves
treasury
special
voting
shares
ordinary
shares
purchases/sale
remeasurement
of defined
benefit plans
Total
retained
earnings
and other
reserves
Cost of share-based payments for the period
Share-based payments - controlled companies
Share-based payments assigned
Losses (profits) reclassified in the income statement
Profits (losses) allocated to shareholders' equity
Tax effect recognised in shareholder's equity
Purchase of treasury shares
Allocation of prior year result
(1)
No legal reserve for undistributed earnings on associates and joint ventures has been considered based on the related results of the period.
legal reserves for Dutch legislation
retained earnings and other reserves
treasury
special
voting
shares
ordinary
shares
purchases/sale
remeasurement
of defined
benefit plans
Total
retained
earnings
and other
reserves
Cost of stock options for the period
Stock option - controlled companies
Losses (profits) reclassified in the income statement
Tax effect recognised in the income statement
Profits (losses) allocated to shareholders' equity
Tax effect recognised in shareholder's equity
Purchase of treasury shares
Allocation of prior year result
At
31
December
2021,
pursuant
to
Dutch
law,
certain
limitations
exist
relating
to
the
distribution
of
shareholders’
equity
in
addition
to
the
issued
capital
of
€18.3
million
composed
by
€11.6
million
of
common
share
capital
and
€6.7
million
special
voting
shares
A.
Such
limitations
related
to
unrealised
net
losses
connected
to
cash
flow
hedges
through
‘other
comprehensive
income’
financial
instruments
of
€7.8
million,
which
reduced
the
distributable amount since this reserve was negative.
Non-distributable
reserves
totalling
€345.0
million
are
composed
of
€11.6
million
to
previous
Italian
legal
requirements,
€39.8
million
to
the
share
capital
reduction
resolved
by
the
Company’s
extraordinary
general
meeting
of
the
previous
year
and
€293.5
of
net
merger
difference
coming
from
the
incorporation
of
Di.Ci.E.
Holding
B.V.
into
Davide
Campari-Milano
N.V..
Please
refer
to
paragraph
‘Significant
events
of
the
year’
of
the
management board report for more information.
Accruals
made
to
the
stock
option
reserve
during
the
year
in
respect
of
share-based
payments
totalled
€11.4
million,
of
which
€5.4
million
was
posted
against
the
related
investment
for
the
allocation
of
stock
options
to
directors and employees of subsidiaries.
Moreover,
options
assigned
(including
both
stock
options
and
other
forms
of
share-based
payments)
during
the
year
by
beneficiaries
at
Davide
Campari-Milano
N.V.
and
its
subsidiaries
totalled
€17.1
million
(€9.3
million
and
€7.7 million respectively).
For full information regarding stock option plans, see note 10 i-‘Share-based payments’.
Following
the
resolution
of
the
General
Meeting
of
Shareholders
of
8
April
2021,
the
profit
for
the
year
at
31
December 2020, amounting to €83.3 million, was allocated as follows:
-
€61.6 million to dividends;
-
€21.7 million to retained earnings.
In
terms
of
the
distribution
of
dividends
during
the
last
five
years,
the
utilisation
of
the
retained
earnings
reserve
was as follows.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
260
approved and paid during the years
-
Other comprehensive income
The
changes
during
the
year
and
the
related
tax
effect
on
other
comprehensive
income
items
for
the
years
ended
31 December 2021 and 2020 were as follows.
for the years ended 31 December
Profit for the period (A)
B1) Items that may be subsequently reclassified to the statement of profit or loss
(Profit) losses components for the period
Other comprehensive income components
Related Income tax effect
B2) Items that may not be subsequently reclassified to the statement of profit or loss
Remeasurements of defined benefit plans:
Gains/(losses) on remeasurement of defined benefit plans
Related Income tax effect
Total remeasurements of defined benefit plans
-
Reconciliation of the Parent Company and Group net profit and shareholders’ equity
The
table
below
shows
a
reconciliation
between
the
result
for
the
period
and
shareholders’
equity
for
Campari
Group with the same items of the Parent Company Davide Campari-Milano N.V..
Figures from the annual financial statements of Davide
Campari-Milano N.V.
- Difference between carrying value and pro-rata value of
shareholders' equity of equity investments
- Pro-rata results of subsidiaries
- Elimination of intra-group dividends
- Elimination of intra-group profits and capital gains
Figures from the consolidated financial statements (figures
attributable to the Group)
Shareholders’ equity and net profit attributable to non-controlling
interests
Group's equity and net profit
10.
Other disclosures
This
section
includes
additional
financial
information
that
is
either
required
by
the
relevant
accounting
standards
or that management considers to be material for shareholders.
i.
Share-based payments
Davide
Campari-Milano
N.V.
has
a
number
of
own
shares
that
can
be
used
to
support
share-based
payments
requirements. The table below shows changes in the number of own shares held during the periods considered.
no. of ordinary shares held in treasury
purchase price (€ million)
for the years ended 31 December
for the years ended 31 December
In
relation
to
the
sales
of
own
shares
in
the
year,
shown
in
the
above
table
at
the
original
purchase
cost
(€139.8
million),
carried
out
at
a
market
price
totalling
€68.3
million,
the
Company
recorded
a
negative
difference
of
€71.5
million
,
which
was
recorded
under
shareholders’
equity
(embedded
within
the
retained
earnings)
and
partly
offset
by the use of €11.3 million from the stock option reserve.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
261
-
Compensation plans in the form of stock options
The
Company
Davide
Campari-Milano
N.V.,
has
a
number
of
incentive
plans
in
place;
these
take
the
form
of
stock
option
plans,
governed
in
accordance
with
the
shareholders’
resolution,
pursuant
to
applicable
law,
and
implemented by means of a specific regulation (‘Stock Option Regulations’).
The
purpose
of
the
plan
is
to
offer
beneficiaries
who
occupy
key
positions
at
the
Company
the
opportunity
to
own
shares
in
Davide
Campari-Milano
N.V.,
thereby
aligning
their
interests
with
those
of
other
shareholders
and
fostering loyalty, in the context of the strategic goals to be achieved.
The
recipients
are
employees,
directors
and/or
individuals
who
regularly
work
for
the
Company,
who
have
been
identified
by
the
Board
of
Directors
of
Davide
Campari-Milano
N.V.,
and
who,
on
the
approval
date
of
the
plan
and
until
the
date
that
the
options
are
exercised,
have
worked
as
employees
and/or
directors
and/or
in
any
other
capacity at one or more Group companies without interruption.
The
Board
of
Directors
of
Davide
Campari-Milano
N.V.
has
the
right
to
draft
regulations,
select
beneficiaries,
and
determine the share quantities and values for the execution of the stock option plans.
The
Shareholders’
meeting
of
8
April
2021
approved
a
new
stock
option
plan,
established
the
maximum
number
of
shares
that
may
be
granted
and
authorised
by
the
Board
of
Directors
of
the
Company
to
identify,
within
the
limits
laid
down
at
the
Shareholders’
meeting,
the
beneficiaries
and
the
number
of
options
that
may
be
granted
to
each.
Options
were
therefore
granted
on
4
May
2021
to
individual
beneficiaries,
giving
them
the
right
to
exercise
them
within
two
years
of
the
end
of
the
fifth
year
from
the
grant
date.
The
total
number
of
options
granted
in
2021
for
the
purchase
of
further
shares
was
645,795
with
an
average
grant
price
of
€9.91,
equivalent
to
the
weighted
average market price in the month preceding the day on which the options were granted.
The following table shows the changes in stock option plans during the periods in question.
for the years ended 31 December
average
allocation/exercise
price (€)
average
allocation/exercise
price (€)
Options outstanding at the beginning of the period
Options granted during the period
(Options cancelled during the period)
(Options exercised during the period)
(1)
(Options expired during the period)
Options outstanding at the end of the period
of which exercisable at the end of the period
(1)
The average market price on the exercise date was €11.41.
The exercise prices for the options granted in each year range were as follows.
The
stock
option
plan
is
not
inclusive
of
vesting
conditions
linked
to
business
results
or
to
market
conditions
and
the following assumptions were used for the fair value measurement of options issued in 2021 and 2020.
Expected option life (years)
The average fair value of options granted in 2021 was €1.99 (€2.40 in 2020).
The
average
residual
life
of
the
options
existing
at
31
December
2021
was
1.99
years
in
total,
while
for
those
held
by
the
Company’s
employees
working
in
Italy
this
was
2.4
years
(3.0
years
and
1.9
years
respectively
at
31
December 2020).
-
Share-based payments in the form of ‘Employees Share Ownership plan’
The
Shareholders’
meeting
of
8
April
2021
approved
the
resolution
to
implement
an
Employee
Share
Ownership
Plan
(‘ESOP’),
which
is
a
share
matching
plan
offering
employees
the
opportunity
to
invest
in
Davide
Campari-
Milano
N.V.
shares
for
which
free
shares
will
be
granted
after
a
certain
vesting
period.
ESOP
aims
at
encouraging
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
262
employees
to
share
the
Company’s
values,
strengthening
the
sense
of
belonging
and
encouraging
active
participation
in
the
Group’s
long-term
growth.
The
ESOP
is
intended
for
all
Group
employees,
with
the
exception
of
members
of
the
Board
of
Directors.
These
employees
will
be
offered
the
opportunity
to
allocate
certain
amounts
to
the
plan.
Their
contributions
will
be
used
to
purchase
shares
of
Davide
Campari-Milano
N.V.
(the
‘Purchased
Shares’)
by
the
plan
administrator
and,
after
a
three-year
vesting
period,
complementary
free
shares
will
be
awarded.
This
initiative
will
start
having
an
impact
on
the
Company’s
accounts
from
the
first
quarter
of
2022
and
the accounting treatment will follow the same applied for benefits granted in the form of stock option plans.
As
part
of
this
programme,
the
Extra-Mile
Bonus
Plan
(‘EMB’)
was
awarded
in
2021
representing
a
preparatory
assignment to the launch of the ESOP programme with which it shares the main features.
The
above-mentioned
Shareholders’
meeting
approved
the
resolution
to
reward
all
permanent
employees,
who
worked
at
the
Company
for
at
least
6
months
during
2020,
with
the
exception
of
the
Group
Leadership
Team,
for
their
participation
in
the
Group’s
performance.
Eligible
employees
will
be
awarded
the
right
to
receive
a
number
of
Campari
shares
for
free,
subject
to
their
continued
employment
during
a
vesting
period
of
three
years.
This
beforementioned
initiative
started
having
an
impact
on
the
Company’s
accounts
from
the
third
quarter
of
2021.
The
fair
value
of
the
EMB
plan
is
represented
by
the
awarded
number
of
rights
assigned
calculated
based
on
the
annual base gross salary of eligible employees as at 31 December 2020, divided by twelve.
The number of rights granted to the Company’s employees working in Italy is provided here below.
outstanding rights at the beginning of the year
assigned during the period
cancelled during the period
exercised during the period
expired during the period
outstanding rights at the end of the year
The
ESOP
and
EMB
information
documents,
drafted
in
accordance
with
applicable
legislation,
are
available
on
the Company’s website:
www.camparigroup.com/en/page/group/governance.
ii.
Provisions for risks and future charges
The tables below show the changes to this item during 2021 and 2020.
of which estimated outlay:
of which estimated outlay:
The
accrual
of
€4.6
million
in
other
provisions
for
risks
and
charges
mainly
referred
to
the
offset
of
cumulated
losses
generated
by
the
Japan
joint
venture
incorporated
in
Davide
Campari-Milano
N.V.
after
the
merger
of
the
Di.Ci.E Holding B.V.
iii.
Fair value information on assets and liabilities
A
summary
of
the
financial
assets
and
liabilities,
irrespective
of
the
proposed
classification
based
on
the
applicable
business model, together with their carrying amount and corresponding fair value, is shown below.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
263
Cash and cash equivalents
Current financial receivables
Current assets for hedging derivatives
Current assets for hedge derivatives, not in hedge
accounting
Current financial receivables from related parties
Other non-current financial assets
Accrued interest on bonds
Other current and non-current financial liabilities
Other financial liabilities in respect of related parties
Current liabilities for hedge derivatives
Non-current liabilities for hedging derivatives
Current liabilities for hedge derivatives, not in hedge
accounting
Liabilities for put option and earn out payments
Securities to group companies for credit lines
Customs guarantees for excise duties
Unrecognised financial instruments
(commitments)
(1)
Excluding related derivative.
There
were
no
changes
in
the
Company’s
valuation
processes,
valuation
techniques,
and
types
of
inputs
used
in
the
fair
value
measurements
during
the
period
with
regards
to
the
fair
value
of
a)
financial
and
b)
non-financial
instruments. The valuation date for all items is 31 December 2021.
Financial instruments
Fair value of financial instruments
-
for
financial
assets
and
liabilities
that
are
liquid
or
nearing
maturity,
it
is
assumed
that
the
carrying
amount
equates
to
fair
value;
this
assumption
also
applies
to
term
deposits,
securities
that
can
be
readily
converted
to cash, and variable-rate financial instruments;
-
for
the
measurement
of
hedging
instruments
at
fair
value,
valuation
models
based
on
market
parameters
are
used;
-
the
fair
value
of
non-current
financial
payables
was
obtained
by
discounting
all
future
cash
flows
to
present
value under the conditions in effect at the end of the year.
Derivatives,
valued
using
techniques
based
on
market
data,
are
mainly
interest-rate
swaps
and
forward
sales/purchases of foreign currencies to hedge both the fair value of the underlying instruments and cash flows.
The
most
commonly
applied
valuation
methods
include
forward
pricing
and
swap
models,
which
use
present
value
calculations.
The
models
incorporate
various
inputs,
including
the
non-performance
risk
rating
of
the
counterparty,
market volatility, spot and forward exchange rates and current and forward interest rates.
An
analysis
of
financial
instruments
measured
at
fair
value
based
on
three
different
valuation
levels
is
provided
in
the table below.
level
1:
valuation
for
the
financial
assets
in
question
was
calculated
using
a
methodology
based
on
the
NAV,
which was obtained from specialised external sources;
level
2:
valuation
used
for
financial
instruments
measured
at
fair
value
was
based
on
parameters
such
as
exchange
rates
and
interest
rates,
which
are
quoted
on
active
markets
or
are
observable
on
official
yield
curves;
level
3:
valuation
used
for
financial
liabilities
deriving
from
or
connected
to
business
combinations,
where
a
portion
of
the
consideration
was
determined
as
a
condition
subordinated
to
the
performance
of
the
company
acquired, on the basis of contractually agreed indicators.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
264
Assets valued at fair value
Current assets for hedge derivatives, not in hedge accounting
(1)
Current assets for hedging derivatives
(1)
Current financial receivable
Non-current financial receivable
Liabilities valued at fair value
Non-current liabilities for hedging derivatives
(1)
Non-current liabilities for hedging derivatives, not reported using hedge
accounting procedures
(1)
Current liabilities for hedging derivatives
(1)
(1)
Items for which fair value are disclosed in the related note.
Assets valued at fair value
Current assets for hedging derivatives
(1)
Current financial receivable
Non-current financial receivable
Liabilities valued at fair value
Non-current liabilities for hedging derivatives
(1)
Liabilities for put option and earn out payments
(1)
Items for which fair value are disclosed in the related note.
The
following
tables
show
the
valuation
techniques
used
in
measuring
level
2
and
level
3
fair
values
at
31
December
2021
for
financial
instruments
measured
at
fair
value
in
the
statement
of
financial
position,
as
well
as
the significant unobservable inputs used.
significant unobservable
inputs
inter-relationship
between significant
unobservable
inputs and fair
value measurement
Forward and option exchange
contracts
For
the
Company,
net
exposure
to
foreign
exchange
effects
is
limited
to
transactions
concluded
among
the
other
companies
in
the
Group
relating
to
certain
sales
and
purchases
regulated
in
currencies
other
than
the
functional
currencies
of
the
companies.
Although
these
transactions
represent
only
a
portion
of
the
overall
business,
the
Group
policy
is
to
regularly
determines
the
net
exposure
to
the
primary
currencies
(USD,
GBP,
AUD)
based
on
its
predicted
intercompany
sales
and
purchases
up
to
18
months.
The
Group
then
enters
foreign
currency
forward
and
option
contracts
to hedge those exposures.
The
fair
value
is
determined
using
quoted
forward
exchange
rates
at
the
reporting
date
based
on
high
credit
quality
yield
curves
in
the respective currencies.
The
models
incorporate
various
inputs,
including
the
credit
rating
of
the
counterparty,
market
volatility,
spot
and
forward
exchange
rates and current and forward interest rates.
Derivative agreements not in
hedge accounting
For
operational
reasons
sometime
the
Company
decided
not
to
designate
foreign
currency
derivative
contracts
as
hedge
accounting
relationships.
The
derivative
agreements
used
by
the
Group
are
forward
and
option
exchange
contracts
covering
foreign
exchange
exposure
on
receivables
and
payables,
for
which
the
natural hedge effect is obtained.
Interest
rate
swaps
agreements
are
namely
connected
with
financing.
The
fair
value
of
interest
rate
swaps
agreements
is
calculated
as
the
present
value
of
the
estimated
future
cash
flows.
Estimates
of
future
floating-rate
cash
flows
are
based
on
quoted
swap
rates,
futures
prices
and
interbank
borrowing
rates.
Estimated
cash
flows
are
discounted
using
a
yield
curve
constructed
from
similar
sources
and
which
reflects
the
relevant
benchmark
interbank
rate
used
by
market
participants
for
this
purpose
when
pricing
interest
rate
swaps.
The
fair
value
estimate
is
subject
to
a
credit
risk
adjustment
that
reflects
the
credit
risk
of
the
Company
and
of
the
counterparty;
this
is
calculated
based
on
credit
spreads
derived
from
current
credit
default
swap
or
bond
prices.
There
were
no
transfers
between
level
1
and
level
2
fair
value
measurements
during
the
period.
Other
non-current
assets
were
transferred
from
level
2
into
level
3
fair
value
measurements
during
the
year
ended
31
December
2021 in consideration of the significant unobservable inputs used in the valuation process.
In
light
of
the
negligible
amount
of
other
non-current
assets
classified
as
level
3
fair
value
items,
no
sensitivity
was
detected
as
any
reasonably
possible
changes
at
the
balance
sheet
date
of
one
of
the
significant
unobservable
inputs,
keeping
the
other
variables
constant,
would
not
have
generated
significant
effects
either
on
the
income
statement or on the group net equity.
A
summary
of
financial
derivatives
implemented
by
the
Group
at
31
December
2021,
broken
down
by
hedging
strategy, is shown below.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
265
•
Derivatives used for fair-value hedging
At
31
December
2020,
the
Company
had
contracts
for
hedging
payables
and
receivables
in
foreign
currency
in
place
that
meet
the
requirements
to
be
recognised
as
hedging
instruments
based
on
the
relevant
accounting
standards.
Specifically,
it
recognised
forward
contracts
on
receivables
and
payables
in
currencies
other
than
the
Euro
recorded
in
its
financial
statements
at
31
December
2021.
These
contracts
were
negotiated
to
match
maturities with incoming and outgoing cash flows resulting from sales and purchases in individual currencies.
The
valuation
of
these
contracts
at
the
reporting
date
resulted
in
the
reporting
of
assets
of
€0.1
million
and
liabilities
of €1.1 million.
Below
is
a
summary
of
the
gains
and
losses
on
hedging
items
and
on
hedged
items
with
regard
to
all
fair-value
hedges, corresponding to the above-mentioned contracts.
Total gains (losses) on hedging items
Total gains (losses) on hedged items
•
Derivatives used for cash-flow hedging
The Company uses the following contracts to hedge its cash flows:
interest
rate
swaps
hedging
the
risk
of
interest
rate
fluctuations
on
future
transactions
relating
to
the
clauses
of
financial loans;
hedging of future sales and purchases in currency and interest rates on future transactions.
The
fair
value
variation
of
the
hedging
instruments
during
the
year
generated
in
impact
in
other
comprehensive
income
movements
of
€1.6
million
and
€4.3
million
in
profit
or
loss
related
to
the
reversal
of
cash
flow
reserve
associated
with
the
pre-hedge
derivative
closed
in
2018.
The
valuation
of
these
contracts
at
the
reporting
date
gave rise to liabilities of €0.1 million.
The
table
below
shows
when
the
aforementioned
hedged
cash
flows
are
expected
to
be
received
(paid),
at
31
December
2021.
These
cash
flows
concern
both
interest
and
currency
derivatives
and
have
not
been
discounted.
Since
the
Company
does
not
distinguish
the
outflow
for
positive
and
negative
fair
values
of
derivative
contracts,
the below cash outflow is presented net.
The overall changes in the cash-flow hedge reserve and the associated deferred taxes are shown below.
•
Hedging derivatives not reported using hedge accounting
These
instruments
mainly
related
to
hedges
of
future
purchases
in
currencies
other
than
the
Euro.
At
31
December 2021 financial liabilities for €0.2 were recognised and financial assets of €0.1 million.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
266
Non-financial instruments
-
Fair value of non-financial instruments:
In
2021
the
Company
had
not
recognised
any
non-financial
instruments
evaluated
at
fair
value
and
,
as
a
consequence
there
were
no
changes
in
the
valuation
methods
and
no
reclassifications
between
the
levels
in
the
fair value hierarchies.
iv.
Commitments and risks
-
Existing contractual commitments for the purchase of goods or services, property, plant and equipment
The Company’s other commitments for purchases of goods or services are shown below.
purchase of raw materials,
semi-finished products and
finished products
advertising and
promotional
costs
information
system
services
purchase of raw materials,
semi-finished products and
finished products
advertising
and
promotional
costs
information
system
services
Commitments
in
relation
to
raw
materials
mainly
related
to
purchases
of
wine
and
grapes
for
Cinzano
sparkling
wines.
Other forms of guarantees provided by the Company can be broken down as follows.
Guarantees issued to third parties
Guarantees issued to third parties in the interest of associated companies
Guarantees issued to third parties in the interest of Group companies
Total guarantees issued to third parties
Guarantees
issued
to
third
parties
in
the
interest
of
associated
companies
includes
the
financial
guarantees
that
the
Company
has
provided
in
the
context
of
the
50/50
joint
venture
in
Dioniso
Group
with
Moët
Hennessy
to
create
a
premium
pan-European
Wines&Spirits
e-commerce
player
and
which
holds
the
leading
e-commerce
platforms
for
wines
and
premium
spirits
in
Italy
Tannico
e
Wineplatform
S.p.A.
and
in
France
Ventealapropriete.com.
The
Company
is
providing
50%
of
financial
support
to
Dioniso
Group
for
the
completion
of
business
expansion
transactions
in
case
existing
cash
flows
are
not
sufficient
and
the
bank
indebtedness
or
other
third-party
financing
cannot
be
obtained
at
satisfactory
conditions.
At
31
December
2021
the
estimated
potential
cash
out
for
the
Company
in
relation
to
Dioniso
Group
existing
commitments
in
the
form
of
put
and/or
call
option
connected
with
business combination and committed liability for the personnel compensation scheme, was €32.6 million.
Guarantees
issued
to
third
parties
in
the
interest
of
Group
companies
mainly
consist
of
grants
sureties
to
third
parties
on
behalf
of
Group
companies
for
credit
lines
or
commercial
and
financial
agreements.
The
company
also
provide
guarantees
to
customs
or
tax
authorities
for
excise
duties
liabilities
or
tax
stamp
liabilities
to
the
benefit
of
both Group companies and the Company itself.
-
Contractual commitments for the use of third-party assets that are not recorded using lease accounting
The
following
table
shows
amounts
owed
by
the
Company
in
future
periods,
broken
down
by
maturity,
in
relation
to
the
main
contractual
commitments
for
the
use
of
third
party
assets
that
are
not
recorded
using
lease
accounting.
At
31
December
2021,
the
contracts
mainly
related
to
information
technology
equipment
and
warehouses
for
storing products.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
267
No
off-balance
sheet
agreements,
including
between
affiliates
were
concluded
during
the
year
that
could
generate
exposures
or
benefits
for
the
Company,
where
knowledge
of
same
would
be
useful
for
assessing
the
Company’s
financial position or operating results.
v.
Defined benefit plans
The
employee
liability
indemnity
(TFR),
which
relates
to
the
Company’s
employees,
pursuant
to
Article
2120
of
the Italian Civil Code, falls under the scope of defined benefit plans.
TRF
contributions
accrued
up
to
31
December
2006
remain
with
the
Company;
for
contributions
accruing
from
1
January
2007,
employees
have
the
choice
of
allocating
them
to
a
complementary
pension
scheme,
or
to
keep
them
with
the
company,
which
will
transfer
the
contributions
to
a
fund
held
at
the
INPS
(the
Italian
social
security
agency).
Therefore, TFR contributions accrued from 1 January 2007 are classified as defined contribution plans.
As
the
Company
usually
pays
contributions
through
a
separate
fund,
without
further
obligations,
it
recognises
its
contributions
to
the
fund
in
the
year
to
which
they
relate,
in
respect
of
employees’
service,
without
performing
any
actuarial
calculation.
Since
the
contributions
in
question
have
already
been
paid
by
the
Company
at
the
reporting
date, no liability is recorded in the statement of financial position.
Nonetheless,
TFR
contributions
accrued
up
to
31
December
2006
will
continue
to
be
classified
as
defined
benefit
plans,
with
the
actuarial
valuation
criteria
remaining
unchanged
in
order
to
reflect
the
current
value
of
the
benefits
payable on the amounts accrued at 31 December 2006 when employees leave the Company.
The
tables
below
summarise
the
components
of
the
net
cost
of
benefits
reported
in
the
statement
of
profit
or
loss
and in the statement of other comprehensive income in 2021 and 2020.
Liabilities (assets) at 31 December 2020
Amounts included in the statement of profit or loss:
Liabilities (assets) at 31 December 2021
Liabilities (assets) at 31 December 2019
Amounts included in the statement of profit or loss:
Amounts included in the statement of comprehensive income:
- gain/(losses) resulting from changes in actuarial assumptions
Liabilities (assets) at 31 December 2020
The main assumptions used in determining the obligations resulting from TFR are indicated below.
Quantitative sensitivity analysis of the significant assumptions used at 31 December 2021 is shown below.
impact of positive change
impact of negative change
Rate of employee turnover
The
sensitivity
analysis
shown
above
is
based
on
a
method
involving
the
extrapolation
of
the
impact
on
the
obligation
of
reasonable
changes
to
the
key
assumptions
made
at
the
end
of
the
financial
year.
The
methodology
and
the
assumptions
made
in
preparing
the
sensitivity
analysis
remain
unchanged
from
the
previous
year.
Since
pension
liabilities
have
been
adjusted
on
the
basis
of
the
consumer
price
index,
the
pension
plan
is
exposed
to
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
268
the
inflation
rate,
interest-rate
risks
and
changes
in
the
rate
of
employee
turnover.
Since
there
are
no
assets
that
support the plans, the Company is not exposed to market risk in the sectors in which the plan is invested.
The table below reflects the expected payments in future years.
Average plan duration (years)
Cash
flows
expected
for
future
payments
into
the
plan
are
not
likely
to
have
a
significant
effect
on
the
Company’s
statement of financial position or statement of profit or loss.
vi.
Related parties
The
Company
adopts
procedures
to
ensure
the
substantive
and
procedural
transparency
and
integrity
of
transactions
with
related
parties,
whether
carried
out
directly
or
through
subsidiaries,
in
addition
to
defining
the
concept of related parties.
The
main
intra-group
activities,
paid
for
at
market
prices,
are
carried
out
on
the
basis
of
contractual
relationships,
which in particular relate to:
•
the management of investments;
•
the settlement of financial flows through the centralised intra-group cash and financial management system;
•
the sharing of general, administrative and legal services;
•
information technology support;
•
commercial agreements.
Intra-group
transactions
are
carried
out
through
the
centralised
cash
management
system,
with
interest
charged
at market rates.
In
addition,
transactions
with
related
parties
include
the
agreement
with
the
controlling
shareholder,
Lagfin
S.C.A.,
Société
en
Commandite
par
Actions,
relating
to
the
option,
exercised
jointly
with
the
Campari
Group’s
other
Italian
subsidiaries,
to
adopt
the
national
tax
consolidation
scheme
governed
by
articles
117
et
seq
of
the
Consolidated
Law on Corporate Income Tax (TUIR) for the period running from 2021 to 2023.
The
Company
has
also
joined,
along
with
the
controlling
shareholder
Lagfin
S.C.A.,
Société
en
Commandite
par
Actions, the Campari Group VAT scheme pursuant to article 73, para. 3, of Presidential Decree (DPR) 633/72.
The receivables and payables arising as a result of the tax consolidation procedure are non-interest-bearing.
No
other
transactions
have
taken
place
with
controlling
entities,
nor
with
their
directly
and/or
indirectly-owned
subsidiaries, other than with Group companies.
For further details on the relationships with the Company subsidiaries, see below.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
269
at 31 December 2021
€ million
receivables
(payables) for tax
consolidation
other non-
current
assets
receivables
(payables) for
Group VAT
other
current
liabilities
Lagfin S.C.A. Société en Commandite
par Actions
Campari Australia Pty Ltd.
Forty Creek Distillery Ltd.
Campari Beijing Trading Co. Ltd.
Société des Produits Marnier
Lapostolle S.A.S.
Kaloyannies-Koutsikos Distilleries
S.A.
Campari International S.r.l.
Campari Mexico S.A. de C.V.
Campari Singapore Pte Ltd.
Campari South Africa Pty Ltd.
Campari Corporativo S.A. de C.V.
Bellonnie et Bourdillon S.A.S.
Licorera Ancho Reyes Y Cia S.A.P.I.
de C.V.
Casa Montelobos S.A.P.I. de C.V.
Société Distilleries Agricoles De
Sainte Luce S.A.S.
Société Civile d'Expoitation Agricole
Trois Rivieres
Total at 31 December 2021
Total at 31 December 2020
at 31 December 2021
€ million
advertising
and
promotional
costs
selling, general
and
administrative
expenses
other operating
income
(expenses)
financial income and
expenses
Campari Australia Pty Ltd.
Forty Creek Distillery Ltd.
Campari Beijing Trading Co. Ltd.
Société des Produits Marnier Lapostolle S.A.S.
Kaloyannies-Koutsikos Distilleries S.A.
Campari International S.r.l.
Campari Mexico S.A. de C.V.
Campari Singapore Pte Ltd.
Campari South Africa Pty Ltd.
Bellonnie et Bourdillon S.A.S.
Licorera Ancho Reyes Y Cia S.A.P.I. de C.V.
Total at 31 December 2021
Total at 31 December 2020
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
270
vii.
Remuneration to the Company’s board of directors
Remuneration and salaries to the Company’s board of directors was as follows.
Defined contribution benefits
Last mile long-term retention scheme
(2)
(1)
The value shown above also includes the liability relating to the cancellation of plans granted to outgoing directors.
(2)
Pursuant
to
the
Remuneration
Policy,
a
last
mile
incentive
scheme
with
retention
purpose
to
be
potentially
awarded
to
the
current
CEO
has
been
approved
by
the Company’s corporate bodies and therefore implemented as illustrated in the Remuneration Report in the ‘Governance‘ section.
At
31
December
2021,
payables
accrued
in
relation
to
directors
amounted
to
€13.2
million
(at
31
December
2020
amounted to €1.2 million).
For more information regarding the remuneration of directors please refer to ’Governance’ section.
viii.
Employees
All
of
the
Company’s
employees
are
based
in
Italy.
The
average
number
of
staff
in
each
category
is
shown
below.
for the years ended
31 December
ix.
Audit fees
The
Company’s
Shareholders’
meeting
held
on
8
April
2021
resolved
the
appointment
of
Ernst&Young
Accountants
LLP,
for
the
statutory
audit
of
the
Company’s
accounts
for
the
financial
year
2021,
pursuant
to
Dutch
law.
The
following
table
shows
the
2021
amounts
for
external
auditing
activities
and
for
non-audit-related
services
provided by companies from the Ernst&Young Accountants, LLP network.
Audit
fees
for
Ernst&Young
Accountants
LLP
amounted
to
€0.2
million.
No
other
fees
were
performed
by
Ernst&Young Accountants, LLP.
for the years ended 31 December
Ernst & Young
accountants LLP
Ernst & Young
accountants LLP
11.
Subsequent events
There are no significant events to report.
Campari Group-Annual report for the year ended 31 December
2021
Company only financial statements
271
12.
Proposal for the appropriation of profit
The
appropriation
of
the
profit
will
be
determined
in
accordance
with
article
28
of
the
Articles
of
Association
of
Davide Campari-Milano N.V.
The
total
amount
of
the
dividend
distributed
and,
consequently,
the
residual
amount
of
the
profits
carried
forward,
will
vary
according
to
the
number
of
shares
entitled,
and
these
amounts
will
be
defined
when
the
dividend
is
actually
paid
on
the
basis
of
the
shares
outstanding
at
the
coupon
detachment
date
(therefore
excluding
the
Company’s own shares in the portfolio at that date).
In view of the above, it is proposed to:
approve the financial statements for the year ended 31 December 2021 and
to allocate the profit for the year of €166.884.813 as follows:
l)
to distribute a dividend of €0.06 per ordinary share outstanding, except for own shares held by the Company
at
the
coupon
detachment
date
(for
information
purposes,
based
on
the
29,109,729
own
shares
held
on
31
December 2021, the total dividend is €67.9 million);
m)
to
carry
forward
the
residual
amount
(for
information
purposes,
amounting
to
€98.9
million
on
the
basis
of
the
outstanding shares mentioned above);
to
pay
the
above
dividend
per
share
starting
from
21
April
2022,
with
detachment
of
coupon
n.
2
of
19
April
2022
(in accordance with the Italian Stock Exchange calendar and a record date of 20 April 2022.
Sesto San Giovanni (MI), 23 February 2022
Chairman of the Board of Directors
Luca Garavoglia
Campari Group-Annual report for the year ended 31 December 2021
Governance
Board of Directors
(1)
Luca Garavoglia
(2)
Chairman
Robert Kunze-Concewitz
(3)
Chief Executive Officer
Paolo Marchesini
(3)
Chief Financial Officer
Fabio Di Fede
(3)
Group General Counsel and Business Development Officer
Eugenio Barcellona
(2)
Director and Member of the Control and Risks Committee and the Remuneration and Appointment Committee
Fabio Facchini
(2)
Director and Member of the Control and Risks Committee
Alessandra Garavoglia
(2)
Director
Michel Klersy
(2)
Director
Catherine Gérardin-Vautrin
(2)
Director and Member of the Control and Risks Committee and the Remuneration and Appointment Committee
Annalisa Elia Loustau
(2)
Director and Member of the Control and Risks Committee and the Remuneration and Appointment Committee
External auditor
(4)
Ernst&Young Accountants LLP
(1)
The
Board
of
Directors
of
Davide
Campari-Milano
N.V.
(the
‘Company’
or
‘Davide
Campari’
or
‘Campari’)
was
appointed
by
the
Company’s
Shareholders’
meeting of 16 April 2019 for a three-year term 2019-2021.
(2)
Non-executive directors.
(3)
Executive Managing Director.
(4)
The
Company’s
Shareholders’
meeting
held
on
8
April
2021
resolved
the
appointment
of
Ernst&Young
Accountants
LLP,
for
the
statutory
audit
of
the
Company’s
accounts for the financial year 2021, pursuant to Dutch law.
Campari Group-Annual report for the year ended 31 December 2021
Special Voting Mechanism
The
articles
of
association
(‘Articles
of
Association’)
of
Davide
Campari-Milano
N.V.’s
(the
‘Company’
and,
together
with
its
subsidiaries,
the
‘Group’)
include
a
mechanism
based
on
the
assignment
to
loyal
shareholders
of
special
voting
shares,
to
which
multiple
voting
rights
are
attached,
in
addition
to
the
one
granted
by
ordinary
shares
(the
‘Special
Voting
Mechanism’)
(a
brief
description
of
the
control
enhancing
mechanism
currently
in
force
is
available
on
the
Company’s
website
at
the
following
link
https://www.camparigroup.com/en/page/loyalty-
shares
).
In
a
nutshell,
the
Special
Voting
Mechanism
entails
the
possibility
of
assigning
to
loyal
long-term
shareholders:
(i)
two
voting
rights
for
each
Campari
ordinary
share
held
for
an
uninterrupted
period
of
two
years,
through
the
assignment
of
a
special
voting
share
A
(‘Special
Voting
Share
A’)
63
;
(ii)
five
voting
rights
for
each
ordinary
share
held
for
an
uninterrupted
period
of
five
years,
through
the
assignment
of
a
special
voting
share
B
(‘Special
Voting
Share
B’)
64
;
and
(iii)
ten
voting
rights
for
each
ordinary
share
held
for
an
uninterrupted
period
of
ten
years
(‘Special
Voting
Share
C’)
65
.
The
features
of
the
Special
Voting
Shares
(A,
B,
C)
are
described
in
the
Articles
of
Association
as
well
as
in
the
terms
and
conditions
for
Special
Voting
Shares
(‘SVS
Terms’).
The
Special
Voting
Shares
are
not tradable on a regulated market.
Furthermore,
Article
13.11
of
the
Articles
of
Association
provides
that
holders
of
Special
Voting
Shares
C
have
the
right
to
exchange
one
Special
Voting
Share
C,
together
with
the
corresponding
ordinary
share,
for
one
special
ordinary
share
giving
right
to
twenty
votes
(the
‘Special
Ordinary
Share’).
For
a
Special
Voting
Share
C
and
the
corresponding
ordinary
share
to
qualify
for
conversion
into
a
Special
Ordinary
Share
giving
twenty
votes,
a
Campari shareholder must hold a Special Voting Share C during the designated conversion period.
There
will
be
two
windows
where
holders
of
Special
Voting
Shares
C
may
apply
for
conversion
of
such
shares,
together
with
the
corresponding
qualifying
ordinary
shares
C,
into
Special
Ordinary
Shares:
(i)
the
first
conversion
period
will
start
on
1
November
2028
and
end
on
30
November
2028;
and
(ii)
the
second
conversion
period
will
start on 1 November 2030 and end on 30 November 2030.
The
second
conversion
period
allowed
all
ordinary
shares
as
of
30
November
2020
to
qualify
for
conversion
into
Special
Ordinary
Shares.
Indeed,
all
shareholders
who
opted
to
become
eligible
for
Special
Voting
Shares
before
30
November
2020
could
qualify
for
holding
Special
Voting
Shares
C
and
therefore
for
being
entitled
to
such
conversion
into
Special
Ordinary
Shares
during
the
second
conversion
period.
The
Special
Ordinary
Shares
have
equal
economic
and
administrative
rights
as
the
existing
ordinary
shares
and
will
not
be
listed
on
a
regulated
market.
The
Special
Ordinary
Shares
Terms
approved
by
the
Company
set
forth
the
features
of
the
Special
Ordinary Shares.
Based
on
the
information
included
in
the
Company’s
shareholder
register,
the
regulatory
filings
with
the
AFM
and
the
other
sources
available
to
the
Company,
the
shareholders
holding
shares
in
excess
of
three
percent
of
voting
rights of the Company, as of 31 December 2021, are the following.
Special Voting
Shares A
(2)
Ordinary Shares
and Special Voting
Shares A
% of Ordinary Shares and
Special Voting Shares A
Lagfin
S.C.A.,
Société
en
Commandite par Actions
(1)
Ordinary shares are listed, freely transferable and each of them confers the right to cast one vote.
(2)
Special Voting Shares do not confer economic rights, are not listed and are not transferable.
(3)
Relevant
disclosures
available
on:
https://www.afm.nl/en/professionals/doelgroepen/effectenuitgevende-ondernemingen/meldingen/substantieel
.
After
31
December 2021
Cedar Rock Capital notified AFM of its reduction in substantial shareholding in the Company below 3%.
(4)
Includes
Special
Voting
Shares
A
transferred
to
the
Company
upon
the
sale
of
Qualifying
Ordinary
Shares
by
the
selling
shareholder
i
n
accordance
with
clause
11.5 of the SVS Terms.
The
Company
is
controlled
by
Lagfin
S.C.A.,
Société
en
Commandite
par
Actions
with
66.7%
of
voting
rights
as
of
31
December
2021.
The
Company’s
Chairman
Luca
Garavoglia
indirectly
controls
Lagfin
S.C.A.,
Société
en
Commandite par Actions, and is thus the controlling shareholder of the Company.
63 Each Special Voting Share A carries one additional vote.
64 Each Special Voting Share B carries four additional votes.
65 Each Special Voting Share C carries nine additional votes.
Campari Group-Annual report for the year ended 31 December 2021
Corporate Governance Report
1.
Issuer Profile
The Company is a public limited liability company incorporated under the laws of the Netherlands.
Campari’s
shares
are
listed
on
Euronext
Milan,
a
regulated
market
organised
and
managed
by
Borsa
Italiana
S.p.A. (the ‘Italian Stock Exchange’).
As
regards
its
corporate
governance,
the
Company
complies
with
the
Dutch
Corporate
Governance
Code
(the
‘DCGC’)
which
contains
principles
and
best
practice
provisions
that
regulate
relations
inter
alia
between
the
Board
of
Directors
and
the
shareholders,
including
the
general
meeting
of
listed
companies.
Such
principles
may
be
regarded
as
reflecting
the
general
views
on
good
corporate
governance
and
create
a
set
of
standards
governing
the conduct of the listed companies’ corporate bodies.
In
this
report
the
Company
addresses
its
overall
corporate
governance
structure.
The
Company
discloses
and
intends
to
disclose
any
departure
from
the
principles
and
the
best
practice
provisions
of
the
DCGC
in
this
and
in
its future annual reports.
The
Company
has
elected
the
Netherlands
as
its
home
Member
State
pursuant
to
Directive
2004/109/EC
of
the
European Parliament and of the Council of 15 December 2004, as subsequently amended and restated.
2.
Board of Directors
Appointment of Directors and Composition of the Board of Directors
The Company has adopted a one-tier governance structure, without a board of statutory auditors.
As
provided
for
in
the
Articles
of
Association,
the
Company
has
a
board
of
directors
consisting
of
at
least
three
and
at
most
fifteen
directors
(‘Board
of
Directors’),
comprising
both
executive
directors
having
responsibility
for
the
day-to-day
management
of
the
Company
('Executive
Directors')
and
non-executive
directors
not
having
such
day-to-day
responsibility
('Non-Executive
Directors',
and
together
with
the
Executive
Directors,
the
'Directors').
The
total
number
of
Directors,
as
well
as
the
number
of
Executive
Directors
and
Non-Executive
Directors,
is
determined by the Board of Directors.
Directors
are
appointed
by
the
general
meeting
of
the
Company
(‘General
Meeting’).
The
Board
of
Directors
nominates
a
candidate
for
each
vacant
seat.
A
nomination
by
the
Board
of
Directors
is
binding.
However,
the
General
Meeting
may
deprive
the
nomination
of
its
binding
character
by
a
resolution
passed
with
an
absolute
majority
of
the
votes
cast.
If
the
binding
nomination
is
not
deprived
of
its
binding
character,
the
person
nominated
will
be
deemed
appointed.
If
the
nomination
is
deprived
of
its
binding
character,
the
Board
of
Directors
is
allowed
to
make
a
new
binding
nomination.
Pursuant
to
the
Articles
of
Association
and
the
DCGC,
the
term
of
office
of
Directors may not exceed a maximum period of four years.
The
Board
of
Directors
currently
consists
of
ten
members.
All
of
them,
except
for
Fabio
Facchini,
were
appointed
by
the
General
Meeting
held
on
16
April
2019
and
they
will
remain
in
office
for
a
three-year
period
expiring
at
the
closure
of
the
annual
General
Meeting
to
be
held
in
2022.
A
total
of
four
directors
is
considered
independent
within the meaning of DCGC.
After
a
binding
nomination
of
the
Board
of
Directors,
Fabio
Facchini
was
appointed
by
the
General
Meeting
on
18
September
2020
as
Non-Executive
Director
for
the
period
expiring
at
the
closure
of
the
annual
General
Meeting
to
be
held
in
2022.
Fabio
Facchini
is
considered
independent
within
the
meaning
of
the
DCGC
and,
as
pointed
out
in
the
agenda
and
explanatory
notes
of
the
extraordinary
General
Meeting
of
18
September
2020,
the
Board
of
Directors
highlighted
that
Fabio
Facchini’s
audit
and
general
management
expertise
will
provide
a
valuable
contribution to the Board of Directors.
Also
Annalisa
Elia
Loustau,
Catherine
Gérardin-Vautrin
and
Michel
Klersy
are
considered
independent
within
the
meaning
of
the
DCGC
as
indicated
in
the
table
on
‘
Composition
of
the
Board
of
Directors
and
the
committees
on
31 December 2021’
The Company’s Board of Directors is composed of the following members:
Luca Garavoglia (Chairman, Non-Executive Director)
Luca
Garavoglia
was
born
in
Milan,
Italy
in
1969.
He
holds
a
degree
in
Business
from
Bocconi
University
in
Milan.
Since
1994,
he
is
the
Chairman
of
the
Board
of
Directors
of
Davide
Campari-Milano
N.V.
Since
he
took
such
office,
Campari
Group
has
experienced
a
material
expansion
through
a
combination
of
organic
growth
and
selective
acquisitions
of
brands
and
businesses
over
various
geographies
and
categories,
thus
becoming
the
sixth-largest
player
worldwide
in
the
global
spirits
industry,
trading
in
over
190
nations
around
the
world
with
leading
positions
in
Europe
and
the
Americas
(creating
a
portfolio
of
over
50
premium
and
super
premium
brands).
Moreover,
during
his
tenure,
significant
corporate
transactions
have
been
successfully
pursued,
such
as,
among
others,
the
IPO
of
Davide
Campari-Milano
S.p.A.
on
the
Italian
Stock
Exchange
in
2001,
and
the
issuance
of
several Eurobonds
.
Campari Group-Annual report for the year ended 31 December 2021
Robert Kunze-Concewitz (Executive Director and Chief Executive Officer)
Robert
Kunze-Concewitz,
an
Austrian
citizen,
was
born
in
Istanbul,
Turkey
in
1967.
After
graduating
from
Hamilton
College
(USA),
he
earned
an
MBA
from
Manchester
Business
School.
Bob
joined
Procter&Gamble
as
FP&A
analyst,
position
that
he
covered
for
two
years.
He
then
continued
his
career
in
the
marketing
department
occupying
various
positions
of
increasing
responsibility
within
an
international
realm.
Following
numerous
assignments
in
strategic
planning
and
business
ownership
he
became
Group
Marketing
Director
in
the
Global
Prestige
Products
division.
He
joined
the
Group
as
Group
Marketing
Director
in
October
2005
developing
and
implementing
new
marketing
strategies
for
the
Group's
international
brands.
In
May
2007,
he
was
appointed
Chief
Executive Officer.
He is also a non-executive director of Imperial Brands PLC and Luigi Lavazza S.p.A..
Paolo Marchesini (Executive Director and Chief Financial Officer)
Paolo
Marchesini
was
born
in
Milan,
Italy
in
1967.
He
holds
a
degree
in
Economics
and
Business
Administration
from
Bocconi
University
in
Milan.
He
joined
a
private
consultancy
firm
in
1991.
Since
1993,
he
is
a
Professional
Chartered
Accountant
and
a
Registered
Accounting
Auditor
of
the
Italian
Ministry
of
Economy
and
Finance.
Paolo
joined
the
Group
in
1997
occupying
various
positions
in
the
Finance
division.
In
2000
he
was
appointed
Chief
Financial
Officer.
In
2001,
he
joined
the
Board
of
Directors
of
Davide
Campari-Milano
S.p.A
and
was
appointed
Managing
Director
in
2004.
During
his
21-year
tenure
as
Group
CFO,
he
led
the
IPO
of
Davide
Campari-Milano
S.p.A.
on
the
Italian
Stock
Exchange
in
2001.
The
responsibility
of
both
Group
Information
Technology
and
Global
Supply
Chain
was
assigned
to
him
in
2015
and
2016
respectively.
Since
2016
he
is
a
board
member
of
Borsa
Italiana S.p.A..
Fabio Di Fede (Executive Director, Group General Counsel and Business Development Officer)
Fabio
Di
Fede
was
born
in
France
in
1972.
After
completing
a
Master
in
International
Business
Law
at
the
University
of
Aix-Marseille,
he
graduated
from
the
Master
of
Commerce
Program
of
the
University
of
Sydney.
He
began
his
career
at
Ernst
&
Young
in
Monaco
and
then
joined
Gruppo
Campari
in
1999
as
International
Legal
Counsel
to
become
Business
Development
Manager
in
2003.
He
then
joined
Campari
International
in
2008
to
take
the
Market
Development
Director
role,
quickly
rising
to
the
position
of
Deputy
Managing
Director
the
following
year.
In
March
2011,
Fabio
was
appointed
Managing
Director
International.
After
serving
as
CEO
of
a
family
office
based
in
Monaco,
Fabio
joined
the
Société
des
Produits
Marnier-Lapostolle
in
May
2016
as
Managing
Director.
Starting
from
1
January
2018,
Fabio
Di
Fede
holds
the
position
of
Group
General
Counsel
and
Business
Development Officer and also the position of secretary of the Board of Directors.
Alessandra Garavoglia (Non-Executive Director)
Alessandra
Garavoglia
was
born
in
Rome,
Italy
in
1960.
She
holds
a
degree
in
Modern
Foreign
Languages
from
‘Università degli Studi’ in Milan.
Eugenio Barcellona (Non-Executive Director)
Eugenio
Barcellona
was
born
in
Catania,
Italy
in
1969.
He
graduated
in
law
from
the
University
of
Catania
in
1993
and
subsequently
he
specialised
in
corporate
law
at
the
Catholic
University
of
the
Sacred
Heart
(
Università
Cattolica
del
Sacro
Cuore
)
of
Milan
writing
his
first
monograph.
From
1994
to
1995
he
was
Visiting
Scholar
at
Harvard
Law
School
in
Cambridge,
MA,
and
in
2001
at
the
Law
School
of
the
Albert-Ludwigs-Universität
,
in
Freiburg,
Germany.
In
1996
he
joined
Grande
Stevens
Law
Firm
in
Turin,
Italy,
where
he
became
equity
partner
in
2000.
In
2011
he
joined
the
partnership
of
Pedersoli
Studio
Legale,
where
he
is
practicing
corporate
and
commercial
law
and
litigation
still
today.
Since
2005,
he
is
Associate
Professor
of
Corporate
Law
at
the
University
of
Eastern
Piedmont.
Eugenio
Barcellona
is
author
of
several
articles
and
books
in
corporate
and
financial
law
relating in particular to governance issues, agency problems and gatekeepers institution.
Annalisa Elia Loustau (Non-Executive Director)
Annalisa Elia Loustau has a degree in Law from La Sapienza University in Rome.
Annalisa
Elia
Loustau
started
her
career
at
Procter
&
Gamble
in
1989,
first
in
Rome
and
Paris’
subsidiaries,
and
then
at
the
international
headquarters
in
Geneva
until
2001.
She
was
in
charge
of
worldwide
marketing
for
Pampers,
the
largest
brand
of
Procter&Gamble
group.
Afterwards,
she
joined
L’Oréal
headquarters
as
International General Manager of several cosmetic brands.
In
2004,
Annalisa
Elia
Loustau
joined
Cartier
executive
committee
as
Worldwide
Executive
Vice
President
and
for
4
years
she
was
in
charge,
among
other
duties,
of
product
development
and
marketing.
From
2008
until
January
2021
she
sat
on
the
executive
committee
of
Printemps
Group
as
Omnichannel
Chief
Marketing
Officer.
In this role, she mainly focused on digital transformation and client experiences.
Annalisa
Elia
Loustau
is,
since
2013,
Independent
Director
of
Legrand,
of
Kaufman&Broad,
Ferragamo
and
Swarovski
Boards
since
2021.
She
is
also,
since
2018,
an
Independent
Director
of
Roche
Bobois
Supervisory
Board.
Campari Group-Annual report for the year ended 31 December 2021
Catherine Gérardin-Vautrin (Non-Executive Director)
Catherine
Gérardin-Vautrin
was
born
in
Versailles,
France.
She
holds
a
master's
degree
in
English
and
French
Law (Sorbonne/Paris - King's College in London) and also graduated at HEC business school in France.
From
2019
to
2021
as
Fashion
&
Business
consultant
for
LVMH
Fashion
Group
she
acted
as
CEO
ad-Interim
successfully leading the global turn-around of an historical luxury fashion brand.
From
February
2017
to
September
2018
she
has
been
CEO
of
Paule
Ka,
a
Parisian
fashion
house
of
women’s
ready
to
wear,
leading
a
rejuvenation
of
the
brand’s
heritage
as
well
as
strengthening
and
developing
its
international business base.
She
was
previously
Chief
Executive
Officer
of
Cerruti
where
from
2011
to
2014
she
implemented
a
repositioning
of the brand, in particular in overhauling its image and design.
Prior
to
this
she
was
Chief
Executive
Officer
of
Emilio
Pucci,
a
long-established
brand
that
had
become
a
niche,
where she was responsible for its relaunch and international expansion.
She
started
her
career
at
Louis
Vuitton
Malletier,
where
she
was
head
of
global
store
image
and
then
Director
of
men’s and women’s ready-to-wear.
She has been successively independent board member of YNAP, Autogrill, Safilo.
Michel Klersy (Non-Executive Director)
Michel
Klersy
is
a
Non-Executive
Director
of
Davide
Campari-Milano
N.V.
since
2019.
He
has
more
than
30
years
of
experience
in
consumer
goods
companies
including
Mars
Inc,
Coty
and
PepsiCo.
During
his
22
years
at
Mars
he
has
been
Sales
and
Marketing
Director,
General
Manager
in
three
business
units
and
Regional
President
Europe.
After
leaving
Mars,
he
joined
Coty
where
he
was
Regional
President
Europe
for
the
cosmetic
company.
Since 2017, he is also Senior Advisor for Bain&Co.
Fabio Facchini (Non-Executive Director)
Fabio
Facchini
was
born
in
Rimini,
Italy
in
1955.
He
is
a
chartered
accountant
since
1979
and
is
enrolled
in
the
Register
of
the
Legal
Auditors
since
its
inception,
in
1995.
From
1988
to
2015
he
has
been
a
partner
at
PricewaterhouseCoopers,
where
he
held
internal
senior
positions,
having
been
member
inter
alia
of
the
Executive
Committee
and
in
charge
of
the
Milan
office.
He
has
been
in
charge
of
the
audit
of
various
listed
Italian
companies
and
of
Italian
subsidiaries
of
large
international
groups.
From
2008
to
2017
he
has
been
contract
professor
at
the
Catholic
University
of
the
Sacred
Heart
(Università
Cattolica
del
Sacro
Cuore)
of
Milan
and
in
2015
also
at
the
Pavia University.
Competences
The
Board
of
Directors
is
entrusted
with
the
management
of
the
Company.
Each
Director
owes
a
duty
to
the
Company
to
properly
perform
the
duties
assigned
to
each
Director
and
to
act
in
the
Company's
corporate
interest.
Under
Dutch
law
and
the
DCGC,
the
Company's
corporate
interest
extends
to
the
interests
of
all
its
stakeholders,
including its shareholders, creditors and employees.
In
accordance
with
the
DCGC,
the
Board
of
Directors
focuses
on
long-term
value
creation
for
the
Company
and
its affiliated enterprise and takes into account the stakeholders’ interests that are relevant in this context.
The
Executive
Directors
are
responsible
for
the
Company’s
day-to-day
management,
which
includes,
among
other
things,
formulating
its
strategies
and
policies
and
setting
and
achieving
its
objectives.
The
Non-Executive
Directors
do
not
have
day-to-day
responsibility
and
are
charged
with
the
supervision
of
the
Executive
Directors,
the general course of affairs of the Company and the Group.
The responsibility for the management of the Company is vested collectively in the Board of Directors.
Board Regulations
The
By-Laws
of
the
Board
are
complementary
to
the
provisions
regulating
the
Board
of
Directors
and
its
members
as
contained
in
relevant
laws
and
regulations
and
the
Articles
of
Association.
The
By-Laws
of
the
Board
describe
the duties, tasks, composition, procedures and decision-making of the Board of Directors.
The
meetings
of
the
Board
of
Directors
are
in
principle
called
by
the
chairman
of
the
Board
of
Directors
(the
‘Chairman’).
Save
in
urgent
cases
to
be
determined
by
the
Chairman,
the
agenda
for
a
meeting
must
be
sent
to
all
Directors
at
least
seven
calendar
days
before
that
meeting.
Board
of
Directors’
meetings
are
generally
held
at
the
offices
of
the
Company
in
Italy
but
may
also
take
place
elsewhere.
No
meetings
of
the
Board
of
Directors
or
meetings
of
a
committee
take
place
in
the
Netherlands.
In
addition,
meetings
of
the
Board
of
Directors
may
be
held
by
conference
call,
video
conference
or
by
any
other
means
of
communication,
provided
all
participants
can
communicate
with
each
other
simultaneously.
A
Director
may
be
represented
at
Board
of
Directors’
meetings
by
another
Director
holding
a
proxy
in
writing.
Board
of
Directors’
meetings
are
chaired
by
the
Chairman
or,
in
his
absence,
the
CEO.
The
Directors
endeavour
to
achieve
that
resolutions
are,
as
much
as
possible,
adopted
unanimously.
Each
Director
has
the
right
to
cast
one
vote.
Where
unanimity
cannot
be
reached,
all
resolutions
of
the
Board
of
Directors
are
adopted
by
an
absolute
majority
of
the
votes
cast.
The
Board
of
Directors
has
not
designated
types
of
resolutions
which
are
subject
to
deviating
requirements.
At
a
meeting,
the
Board
of
Directors
may only pass resolutions if the majority of the Directors then in office are present or represented.
Campari Group-Annual report for the year ended 31 December 2021
Indemnification of Directors
Pursuant
to
the
Articles
of
Association,
to
the
extent
permitted
by
applicable
laws,
the
Company
will
indemnify
and
hold
harmless
each
Director,
both
former
members
and
members
currently
in
office
('Indemnified
Person'),
against
any
and
all
liabilities,
claims,
judgments,
fines
and
penalties
('Claims')
incurred
by
the
same
as
a
result
of
any
expected,
pending
or
completed
action,
investigation
or
other
proceeding,
whether
civil,
criminal
or
administrative
('Legal
Action'),
of
or
initiated
by
any
party
other
than
the
Company
itself
or
a
group
company
(
groepsmaatschappij
)
thereof,
in
relation
to
any
acts
or
omissions
in
or
related
to
his
capacity
as
an
Indemnified
Person.
Notwithstanding
the
above,
no
indemnification
shall
be
made
in
respect
of
Claims
in
so
far
as
they
relate
to
the
gaining
in
fact
of
personal
profits,
advantages
or
remuneration
to
which
the
Director
was
not
legally
entitled,
or
if
the
Indemnified
Person
has
been
adjudged
to
be
liable
for
wilful
misconduct
(
opzet
)
or
intentional
recklessness
(
bewuste roekeloosheid
)
The
Company
has
in
place
an
adequate
insurance
covering
the
above
claims
against
Directors
currently
in
office
and former Directors (D&O insurance).
Also
in
case
of
a
Legal
Action
against
the
Indemnified
Person
by
the
Company
itself
or
its
group
companies
(
groepsmaatschappijen
),
the
Company
will
settle
or
reimburse
to
the
Indemnified
Person
his
reasonable
attorneys'
fees
and
litigation
costs,
but
only
upon
receipt
of
a
written
undertaking
by
that
Indemnified
Person
that
he
will
repay
such
fees
and
costs
if
a
competent
court
in
an
irrevocable
judgment
has
resolved
the
Legal
Action
in
favour
of the Company or the relevant group company (
groepsmaatschappij
) rather than the Indemnified Person.
Conflict of Interest: Directors’ Interests and Related Party Transactions Policy
Pursuant
to
the
Articles
of
Association,
a
Director
having
a
conflict
of
interests
or
an
interest
which
may
have
the
appearance
of
such
a
conflict
of
interests,
must
declare
the
nature
and
extent
of
that
interest
to
the
other
Directors.
A
Director
may
not
participate
in
deliberating
or
decision-making
within
the
Board
of
Directors,
if
with
respect
to
the
matter
concerned,
he
or
she
has
a
direct
or
indirect
personal
interest
that
conflicts
with
the
interests
of
the
Company and the business connected with it. .
During
the
year
under
review,
no
conflict
of
interests
matters
occurred
with
respect
to
the
Company
and
its
Directors.
The
Board
of
Directors
approved
a
related
party
transaction
policy
in
line
with
the
Dutch
corporate
law
framework.
Pursuant
to
the
related
party
transaction
policy
of
the
Company,
the
decision
making
process
of
a
related
party
transaction
is
structured
as
follows:
all
related
party
transactions
that
fall
within
the
scope
of
Sections
2:167
up
to
and
including
2:170
of
the
Dutch
Civil
Code
are
submitted
to
the
Control
and
Risks
Committee.
The
Control
and
Risks
Committee
will
consider
all
relevant
facts
and
circumstances
of
the
transaction
(including
without
limitation
the
commercial
reasonableness
of
the
terms,
the
benefit
and
perceived
benefit
to
the
Company,
opportunity
costs
of
alternate
transactions,
the
materiality
and
nature
of
the
related
party’s
direct
or
indirect
interest,
and
the
actual
or
apparent
conflict
of
interest
of
the
related
party);
following
its
review,
the
Control
and
Risks
Committee
will
submit
for
approval
of
the
Board
of
the
Directors
only
transactions
which
are
“material”
pursuant
to
Section
2:167
of
the
Dutch
Civil
Code;
the
Board
of
Directors
will
examine
and
eventually
approve
these
"material"
transactions
only
with
the
favourable
vote
of
the
majority
of
the
Non-Executive
Directors
(who
do
not have a conflict of interest) and give appropriate disclosure of such approval through a press release.
There have been no such related party transactions as referred to above in 2021.
In
accordance
with
the
applicable
provisions
of
the
Dutch
Civil
Code,
the
following
are
excluded
from
the
scope
of
the
policy:
(i)
transactions
between
subsidiaries
or
the
Company
and
a
subsidiary;
(ii)
transactions
concerning
the
remuneration
of
Directors
pursuant
to
Section
135
of
the
Dutch
Civil
Code,
and
(iii)
transactions
offered
to
all
shareholders on the same terms with due observance of the equal treatment of shareholders.
Committees
The
Company
has
established
two
internal
committees
within
its
Board
of
Directors:
(i)
a
Control
and
Risks
Committee,
which
operates
as
an
audit
committee
pursuant
to
Dutch
law
and
the
DCGC,
and
(ii)
a
Remuneration
and Appointment Committee for the reasons specified in paragraph 13.
The
Board
of
Directors
approved
the
‘Terms
of
Reference’
for
both
internal
committees.
The
composition
of
the
committees is determined by the Board of Directors.
The
Board
of
Directors
remains
collectively
responsible
for
the
decisions
taken
by
the
committees.
Each
committee
may
only
exercise
such
powers
as
are
explicitly
attributed
to
it
by
the
Board
of
Directors
and
may
never
exercise powers beyond those exercisable by the Board of Directors as a whole.
In
accordance
with
best
practice
provision
2.3.5
of
the
DCGC,
the
Non-Executive
Directors
have
been
regularly
informed
by
each
committee
of
their
deliberations
and
findings
and
these
were
taken
into
account
when
drafting
this report.
Campari Group-Annual report for the year ended 31 December 2021
3.
Control and Risks Committee
Functions
The
Control
and
Risks
Committee
carries
out
the
following
functions
pursuant
to
Dutch
law,
the
DCGC
and
the
Terms of Reference of the Control and Risks Committee:
monitoring
the
financial-accounting
process
and
the
efficiency
of
the
internal
system,
the
internal
audit
system
and the risk management system with respect to financial reporting;
monitoring the statutory audit of the annual accounts, and process of such audit;
reviewing
and
monitoring
the
independence
of
the
external
auditor
and
adopting
procedures
relating
to
the
selection of the external auditor and other services provided by the external auditor to the Group;
undertaking
preparatory
work
for
the
Board
of
Directors’
decision-making
regarding
the
supervision
of
the
integrity
and
quality
of
the
Company’s
financial
reporting
and
the
effectiveness
of
the
Company’s
internal
risk
management
and
control
systems.
Among
other
things,
it
focuses
on
monitoring
the
Board
of
Directors
with
regard
to
(i)
relations
with,
and
compliance
with
recommendations
and
following
up
of
comments
by,
the
internal
and
external
auditors,
(ii)
the
funding
of
the
Company,
(iii)
the
application
of
information
and
communication
technology
by
the
Company,
including
risks
relating
to
cybersecurity,
and
(iv)
the
Company’s
tax policy
Composition
The
Control
and
Risks
Committee
currently
consists
of
Eugenio
Barcellona
(chairman),
Annalisa
Elia
Loustau,
Catherine
Gérardin-Vautrin
and
Fabio
Facchini
(who
is
an
expert
in
accounting
and
auditing
matters,
including
competence
in
the
preparation
and
auditing
of
the
financial
statements,
as
required
by
best
practice
provision
2.1.4
of
the
DCGC).
All
members
of
the
Control
and
Risks
Committee,
except
for
Eugenio
Barcellona,
are
independent within the meaning of the DCGC.
Upon
invitation
of
the
committee,
the
Chief
Financial
Officer,
Paolo
Marchesini,
and
the
external
auditor
attended
certain committee meetings when deemed appropriate due to the matters discussed.
The
number
of
meetings
of
the
Control
and
Risks
Committee
and
the
main
items
discussed
or
reviewed
during
these meetings have been set out in the report of the Non-Executive Directors below.
4.
Remuneration and Appointment Committee
Functions
The
Remuneration
and
Appointment
Committee
carries
out
the
following
functions
pursuant
to
DCGC
and
the
Terms of Reference of the Remuneration and Appointment Committee:
making
proposals
to
the
Board
of
Directors
about
the
remuneration
policy
for
the
Executive
Directors
and
Non-
Executive Directors, to be submitted to the General Meeting;
making
proposals
about
the
remuneration
of
the
Executive
Directors,
including,
among
others,
the
performance
targets
of
the
variable
elements
and
the
assignment
of
share
options
in
accordance
with
the
share option plan;
monitoring the adequacy of the remuneration policy and preparing the remuneration report;
making
recommendations
on
the
composition
of
the
Board
of
Directors
considering
the
expertise
and
background of its members;
making proposals for re-appointments;
making proposals on the maximum number of directorships each Director can hold;
upon
request
by
the
Board
of
Directors,
analysing
and
preparing
a
report
on
potential
conflicts
of
interest
for
Directors
deriving
from
having
accepted
positions
on
corporate
bodies
of
other
listed
and/or
unlisted
companies.
Moreover,
the
Remuneration
and
Appointment
Committee
carries
out
consultative
and
advisory
functions
for
the
Board
of
Directors,
as
regards,
in
particular,
the
nomination
and
remuneration
of
managers
with
strategic
responsibilities of the Company and the Group, in particular by:
expressing
its
prior
opinion
on
proposed
new
appointments
and/or
changes
to
the
Group’s
senior
appointments
that the Executive Director(s) intend(s) to submit to the Board of Directors;
making
proposals
to
the
Board
of
Directors
for
determining
the
general
policy
regarding
the
remuneration
of
managers with strategic responsibilities;
regularly
assessing
the
adequacy,
overall
consistency
and
practical
application
of
the
general
policy
for
the
remuneration
of
managers
with
strategic
responsibilities,
obtaining
information
provided
by
the
Executive
Directors and/or by the Company’s offices.
When
performing
its
duties,
the
Remuneration
and
Appointment
Committee
takes
the
Company’s
Diversity
Policy
into consideration.
As
explained
under
section
‘Compliance
with
the
DCGC’,
the
Board
of
Directors
has
resolved
that
the
Remuneration and Appointment Committee will not carry out the following functions:
drawing up the selection criteria and appointment procedures for Directors;
Campari Group-Annual report for the year ended 31 December 2021
periodic assessment of the size and composition of the Board of Directors;
drawing up a plan for the succession of Directors; and
periodic
assessment
of
the
performance
of
individual
Directors
and
reporting
on
this
to
the
Board
of
Directors.
Composition
The
Remuneration
and
Appointment
Committee
currently
consists
of
Eugenio
Barcellona
(chairman),
Annalisa
Elia
Loustau
and
Catherine
Gérardin-Vautrin.
All
members
of
the
Remuneration
and
Appointment
Committee,
except for Eugenio Barcellona, are independent within the meaning of the DCGC.
Non-members
of
the
Committee
attended
certain
Committee’s
meetings,
upon
invitation
by
the
latter,
to
discuss
specific items on the agenda.
The
number
of
meetings
of
the
Remuneration
and
Appointment
Committee
and
the
main
items
discussed
or
reviewed during these meetings have been set out in the report of the Non-Executive Directors below.
5.
Internal Control over Financial Reporting
The
Company
has
a
system
of
administrative
and
accounting
procedures
in
place
that
ensure
a
high
degree
of
reliability in the system of internal control over financial reporting.
The
Company
has
adopted
the
processes
necessary
to
align
its
own
financial
information
control
system
with
international best practice ensuring the reliability, accuracy and timeliness of its financial information.
For
the
specific
purpose
of
guaranteeing
a
steady
and
efficient
flow
of
financial
and
operational
information
between
the
Company
and
the
subsidiaries,
the
Group
has
a
shared
information
system
with
verified
and
standardised access, supplemented by formalised operational guidelines.
Consolidated
reporting
is
thus
covered
by
a
Group
‘accounting
plan’,
by
specific
tools
issued
by
the
Company
to
the
subsidiaries
to
produce
accounting
information
for
the
purposes
of
consolidation,
updated
at
least
annually,
and
by
a
process
for
closing
the
financial
statements,
which
sets
out
deadlines
and
methods
for
annual
and
interim
closures
of
the
accounts.
For
details
for
relevant
activities
performed,
please
refer
to
paragraphs
‘I
Control
and
Risks Committee and Internal Audit Function’ of this governance section.
The
Company
is
responsible,
through
the
administrative
department
that
deals
with
the
consolidation
process,
for
implementing and circulating the above documentation to Group companies.
The
Company’s
approach
to
assess,
monitor
and
continuously
update
the
internal
control
system
for
financial
information
focuses
on
the
areas
of
greatest
risk
and/or
importance
and
on
risks
of
a
material
error
(including
due
to fraud) in the components of the financial statements and the related information documents.
6.
Internal Audit Function
The
Company
has
a
separate
department
for
the
internal
audit
function
and
the
Board
of
Directors
appoints
the
Head
of
Internal
Audit.
The
Head
of
Internal
Audit
does
not
have
any
operating
responsibilities
and
does
not
report
to
any
managers
working
in
operational
areas,
including
administration
and
finance.
Instead
he
reports
to
the
Chairman
directly.
The
Chairman
can
ensure
a
more
timely
and
accurate
check
of
the
activities
carried
out
by
the
Head
of
Internal
Audit
than
the
Board
of
Directors,
without
compromising
the
autonomy
and
the
independence
of
the Board of Directors.
The internal audit function:
conducts
checks
to
ensure
the
efficiency
and
suitability
of
the
internal
control
and
risk
management
system
following the audit plan in compliance with applicable international standards;
has direct access to all information needed to carry out his duties;
provides regular updates on his activities to the Control and Risks Committee and the Board of Directors;
performs investigations on specific events upon request of the Board of Directors or Executive Directors;
checks
any
reports
of
breaches
of
the
Code
of
Ethics
and
the
Organisational,
Management
and
Control
Model,
pursuant
to
Legislative
Decree
231
of
8
June
2001,
received
in
the
e-mail
inbox
organismo231@campari.com
or
the
‘
Campari
Safe
Line
’
whistleblowing
service,
submitting
them
for
assessment
by
the
Control
and
Risks
Committee;
checks, based on the audit plan, the reliability of the IT systems used in the financial reporting systems; and
oversees sustainability issues.
Campari Group-Annual report for the year ended 31 December 2021
7.
Supervisory Body and Organisational Model pursuant to Legislative Decree 231 of 8 June
2001
In
addition
to
the
Non-Executive
Directors
charged
with
the
supervision
of
the
Executive
Directors,
the
Company
also
has
a
supervisory
body
(
Organismo
di
Vigilanza
)
adopted
according
to
the
‘Organisation,
Management
and
Control Model’ (the ‘Model’) pursuant to the Italian Legislative Decree 231 of 8 June 2001.
Such
corporate
body
is
responsible
for
monitoring
that
the
Company
acts
in
compliance
with
the
Model
and
for
proposing
updates
required
under
Italian
law.
The
Model
is
designed
to
prevent
the
offences
specified
in
the
Italian
Legislative
Decree
231
of
8
June
2001,
with
a
focus
on
offences
against
the
public
administration,
corporate
and financial offences and breaches of health and safety regulations at work.
The
members
of
the
supervisory
body
(
Organismo
di
Vigilanza
),
are
Fabio
Facchini
(chairman),
Enrico
Colombo
and Piera Tula.
8.
General Meetings
The main powers of the General Meeting relate to:
the appointment, suspension and dismissal of Directors;
the approval of the remuneration policy of the Board of Directors;
the adoption of the annual financial statements and declaration of dividends on shares;
the release from liability of the Directors;
the
issuance
of
shares
or
rights
to
shares,
restriction
or
exclusion
of
pre-emptive
rights
of
shareholders
and
repurchase or cancellation of shares;
amendments to the Articles of Association; and
resolutions
of
the
Board
of
Directors
that
would
entail
a
significant
change
to
the
identity
or
character
of
the
Company or its business.
Pursuant
to
Article
30
and
subsequent
of
the
Articles
of
Association,
every
year,
no
later
than
the
end
of
June,
a
General Meeting shall be held. The agenda of such annual General Meeting shall include the following subjects:
discussion of the report of the Board of Directors;
discussion and adoption of the annual accounts;
dividend proposal (if applicable);
appointment of Directors (if applicable);
appointment of an external auditor (if applicable);
other
subjects
presented
for
discussion
or
voting
by
the
Board
of
Directors
and
announced
with
due
observance
of
the
provisions
of
the
Articles
of
Association,
as
for
instance:
(i)
release
of
Directors
from
liability;
(ii)
discussion
of
the
policy
on
reserves
and
dividends;
(iii)
designation
of
the
Board
of
Directors
as
the
body
authorised
to
issue
shares;
and/or
(iv)
authorisation
of
the
Board
of
Directors
to
make
the
Company
acquire
own shares.
Other
General Meetings may be held whenever the Board of Directors deems such to be necessary.
Calling of General Meetings
Notice
of
General
Meetings
is
given
by
the
Board
of
Directors
with
due
observance
of
the
statutory
notice
period
of 42 days and stating,
inter alia
:
the items to be discussed;
the venue and time of the meeting;
the requirements for admittance to the meeting as applicable;
the address of the Company's website,
and any other information as may be required by law.
Further
communications
which
must
be
made
to
the
General
Meeting
pursuant
to
the
law
or
the
Articles
of
Association
can
be
made
by
including
such
communications
either
in
the
notice,
or
in
a
document
which
is
available at the Company's office for inspection, provided a reference thereto is made in the notice itself.
Notice
of
General
Meetings
will
be
given
in
accordance
with
the
requirements
of
Dutch
law
and
the
rules
and
regulations
applicable
to
the
Company
pursuant
to
the
listing
of
its
ordinary
shares.
The
Board
of
Directors
may
determine
that
shareholders
and
other
persons
entitled
to
attend
the
General
Meeting
will
be
given
notice
of
meetings
exclusively
by
announcement
on
the
website
of
the
Company
or
through
other
means
of
electronic
public announcement.
Shareholders
and
other
persons
entitled
to
attend
the
General
Meeting,
who,
alone
or
jointly,
meet
the
requirements
set
forth
in
Section
2:114a
subsection
2
of
the
Dutch
Civil
Code,
will
have
the
right
to
request
the
Board
of
Directors
to
place
items
on
the
agenda,
provided
the
reasons
for
the
request
must
be
stated
therein
and
the
request
must
be
received
by
the
Chairman
or
the
Chief
Executive
Officer
in
writing
at
least
60
days
before
the
date of the General Meeting.
Campari Group-Annual report for the year ended 31 December 2021
Furthermore,
shareholders
solely
or
jointly
representing
at
least
ten
percent
of
the
issued
share
capital
may
request
the
Board
of
Directors,
in
writing,
to
call
a
General
Meeting,
stating
the
matters
to
be
dealt
with.
If
the
Board
of
Directors
fails
to
call
a
meeting,
then
such
shareholders
may,
on
their
application,
be
authorised
by
the
court
in
preliminary
relief
proceedings
(
voorzieningenrechter
van
de
rechtbank
)
to
convene
a
General
Meeting.
Such
application
may
be
rejected
if
the
court
is
not
satisfied
that
the
applicants
have
previously
requested
the
Board of Directors in writing to convene a General Meeting stating the exact subjects to be discussed,.
Venue
General Meetings may be held in Amsterdam or Haarlemmermeer (including Schiphol Airport).
Chairman
The
General
Meetings
are
chaired
by
the
Chairman.
However,
the
Board
of
Directors
may
also
appoint
another
person
to
chair
the
General
Meeting.
The
chairman
of
the
meeting
has
all
the
powers
deemed
necessary
to
ensure
the proper functioning of the General Meeting.
Rights at General Meeting and Admittance
Each
shareholder
and
each
other
person
entitled
to
attend
the
General
Meeting
is
authorised
to
attend,
to
speak
at,
and
to
the
extent
applicable,
to
exercise
voting
rights
in
the
General
Meeting.
They
may
be
represented
by
a
proxy holder authorised in writing.
For
each
General
Meeting,
a
statutory
record
date
will
be
applied
in
order
to
determine
in
which
persons
voting
rights
are
vested
and
which
persons
are
entitled
to
attend
the
General
Meeting.
The
record
date
is
the
28th
day
before
the
relevant
General
Meeting.
The
manner
by
which
persons
entitled
to
attend
the
General
Meeting
can
register and exercise their rights are set out in the notice convening the meeting.
A
person
entitled
to
attend
the
General
Meeting
or
his
proxy
may
only
be
admitted
to
the
meeting
if
he
or
she
has
notified
the
Company
of
his
intention
to
attend
the
meeting
in
writing
at
the
address
and
by
the
date
specified
in
the notice of meeting. The proxy is also required to produce written evidence of his mandate.
The
Board
of
Directors
is
authorised
to
determine
that
the
voting
rights
and
the
right
to
attend
the
General
Meeting
can
be
exercised
by
using
an
electronic
means
of
communication.
If
so
decided,
it
will
be
required
that
each
person
entitled
to
attend
the
General
Meeting,
or
his
proxy
holder,
can
be
identified
through
the
electronic
means
of
communication,
follow
the
discussions
in
the
meeting
and,
to
the
extent
applicable,
exercise
the
voting
right.
The
Company
is
authorised
to
apply
such
verification
procedures
as
it
reasonably
deems
necessary
to
establish
the
identity
of
the
persons
entitled
to
attend
the
General
Meeting
and,
where
applicable,
the
identity
and
authority
of
representatives.
The
Board
of
Directors
may
also
determine
that
the
electronic
means
of
communication
used
must
allow
each
person
entitled
to
attend
the
General
Meeting
or
his
proxy
holder
to
participate
in
the
discussions.
The
Board
of
Directors
may
determine
further
conditions
to
the
use
of
electronic
means
of
communication,
provided
such
conditions
are
reasonable
and
necessary
for
the
identification
of
persons
entitled
to
attend
the
General
Meeting
and
the
reliability
and
safety
of
the
communication.
Such
further
conditions
will
be
set
out
in
the
notice
of
the
meeting.
The
foregoing
does,
however,
not
restrict
the
authority
of
the
chairman
of
the
meeting
to
take
such
action
as
he
or
she
deems
fit
in
the
interest
of
the
meeting
being
conducted
in
an
orderly
fashion.
Any
non
or
malfunctioning
of
the
means
of
electronic
communication
used
is
at
the
risk
of
the
persons
entitled
to
attend
the General Meeting using the same.
The
company
secretary
arranges
for
the
keeping
of
an
attendance
list
in
respect
of
each
General
Meeting.
The
Directors
have
the
right
to
attend
the
General
Meeting
in
person
and
to
address
the
meeting.
They
have
the
right
to
give
advice
in
the
meeting.
Also,
the
external
auditor
of
the
Company
is
authorised
to
attend
and
address
the
General Meetings. The chairman of the meeting decides upon the admittance to the meeting of other persons.
The official language of the General Meetings is English.
Voting Rights and Adoption of Resolutions
Each
Ordinary
Share
confers
the
right
to
cast
one
vote.
Each
Special
Voting
Share
A
confers
the
right
to
cast
one
vote,
each
Special
Voting
Share
B
confers
the
right
to
cast
four
votes
and
each
Special
Voting
Share
C
confers
the
right
to
cast
nine
votes.
Each
Special
Ordinary
Share
confers
the
right
to
cast
twenty
votes.
Please
see
the
paragraph
‘Shareholding
Structure’
included
in
this
governance
section
for
further
information
on
the
Company's
capital
structure,
the
types
of
shares
(i.e.,
ordinary
shares
and
special
voting
shares),
and
related
rights
and
obligations.
At
the
General
Meeting,
all
resolutions
will
be
adopted
by
an
absolute
majority
of
the
votes
validly
cast,
except
in
those
cases
in
which
the
law
or
the
Articles
of
Association
require
a
greater
majority.
Blank
and
invalid
votes
will
be regarded as not having been cast.
Meetings of Classes of Shares
Meetings
of
holders
of
Ordinary
Shares,
Special
Ordinary
Shares,
Special
Voting
Shares
A,
Special
Voting
Shares
B, or Special Voting Shares C (‘Class Meetings’) are held whenever the Board of Directors calls such meetings.
Campari Group-Annual report for the year ended 31 December 2021
Except
as
otherwise
provided
in
the
Articles
of
Association,
all
resolutions
of
a
Class
Meeting
will
be
adopted
by
an absolute majority of the votes cast on shares of the relevant class, without a quorum being required.
Minutes
Minutes
of
the
proceedings
at
the
General
Meeting
are
kept
by
the
company
secretary
and
then
signed
by
the
chairman
of
the
meeting
and
the
secretary
as
evidence
thereof.
The
minutes
of
the
General
Meeting
are
made
available
to
the
shareholders
no
later
than
three
months
after
the
end
of
the
meeting,
after
which
the
shareholders
have
the
opportunity
to
react
to
the
minutes
in
the
following
three
months.
During
2021,
the
annual
General
Meeting was held on 8 April 2021. Minutes of this meeting are available on the Company's website.
9.
Code of Ethics
The
Group
observes
the
principles
of
loyalty,
honesty,
impartiality
and
aversion
to
conflicts
of
interest
in
carrying
out
its
business
and
those
of
confidentiality,
transparency
and
completeness
in
managing
corporate
information.
The
Company
monitors
the
effectiveness
of
and
the
compliance
with
the
code
of
ethics
of
the
Group
(‘Code
of
Ethics’).
The
Internal
Audit
function
investigates
violations
of
the
Code
of
Ethics
by
periodical
or
ad
hoc
audits.
Periodical
reporting is delivered to the Chairman, the Executive Directors and the Control and Risks Committee.
In
line
with
best
practice
provision
2.6.1
of
the
DCGC,
the
Group
has
a
whistleblowing
system,
available
to
employees,
customers
and
suppliers,
i.e.
the
Group’s
stakeholders,
to
report
any
breaches
of
the
Code
of
Ethics
or
irregularities
in
the
application
of
internal
procedures.
This
dedicated
information
channel
is
confidential
and
maintains
the
anonymity
of
the
individuals
making
the
report.
The
procedure
for
reporting
actual
or
suspected
irregularities within the Group has been published on the company’s homepage.
10.
Diversity Policy
The
Company
believes
that
diversity
in
the
composition
of
the
Board
of
Directors
is
an
important
mean
of
promoting
debate,
balanced
decision-making
and
independent
actions
of
the
Board
of
Directors.
The
Remuneration
and
Appointment
Committee
reviews
the
Diversity
Policy,
monitors
its
effectiveness
and
makes
proposals or suggestions when new members of the Board of Directors are appointed.
The
Diversity
Policy
gives
weight
to
the
following
diversity
factors
in
the
composition
of
the
Board
of
Directors:
age,
gender,
expertise,
professional
background,
nationality
and
independence.
The
Board
of
Directors
and
the
Remuneration
and
Appointment
Committee
consider
such
factors
when
evaluating
nominees
for
election
to
the
Board
of
Directors.
These
factors
were
also
taken
into
account
when
Fabio
Facchini
was
proposed
for
appointment by the General Meeting in September 2020.
The
Company
has
achieved
the
following
tangible
targets:
(i)
at
least
30%
of
the
seats
of
the
Board
of
Directors
are
occupied
by
women
and
at
least
30%
by
men
and
(ii)
at
least
30%
of
the
Non-Executive
Directors
are
women
and at least 30% of the Non-Executive Directors are men.
11.
Inside Information and Insider Dealing
The
Procedure
for
Processing
and
Managing
Material
and
Inside
Information
defines
the
methods,
timescales
and
responsibilities
for
assessing
the
confidentiality
of
information,
the
conditions
under
which
it
may
be
disclosed
to
the
public
and
those
relating
to
any
delay
in
disclosing
said
information.
The
Relevant
Managers
(as
defined
in
the
Internal
Dealing
Procedure)
may
not
conclude,
directly
or
indirectly,
on
their
own
account
or
on
behalf
of
third
parties,
Transactions
(as
defined
in
the
Internal
Dealing
Procedure)
within
the
30
calendar
days
prior
the
announcement of an interim financial report (including quarterly reports) or a year-end financial report.
The
Company
also
maintains
a
so
called
insider
list
which
includes
all
persons
who,
in
the
exercise
of
their
employment, profession or duty, have access to inside information.
12.
Relations with Shareholders and Investors
The Company values an open and constructive dialogue with its shareholders and potential shareholders.
The
Company
communicates
regularly
with
investors,
shareholders
and
financial
market
operators
in
general,
in
order
to
provide
complete,
accurate
and
timely
information
on
its
operations,
while
complying
with
the
applicable
confidentiality
requirements
for
certain
types
of
information.
Conversations
with
shareholders
primarily
take
place
during
investor
roadshows,
investor
conferences,
company
visits
as
well
as
in
General
Meetings
but
may
also
be
held on a bilateral basis in case of one-to-one meetings.
The
initiative
to
enter
into
a
conversation
with
a
shareholder
is
generally
taken
by
the
Company,
specifically
by
the
Investor
Relations
department,
the
function
responsible
for
managing
relations
with
shareholders
and
investors, or with the involvement of the CEO and CFO whenever appropriate.
The
Company
adheres
to
all
legal
obligations
relating
to
confidentiality,
disclosure
of
inside
information
and
equal
treatment of shareholders and only discusses publicly known information in one-on-one meetings.
Campari Group-Annual report for the year ended 31 December 2021
The
Company
is
committed
to
providing
high
quality
and
timely
information
to
all
shareholders
in
accordance
with
applicable
law.
Information
will
be
made
available
on
the
Company's
website:
https://www.camparigroup.com/en/page/investors
.
13.
Compliance with the DCGC
The
Company
endorses
the
principles
and
best
practice
provisions
of
the
DCGC,
except
for
the
following
best
practice provisions which are explained below:
Best practice provision 2.2.5 of the DCGC (Duties of the selection and appointment committee)
Pursuant
to
best
practice
provision
2.2.5
of
the
DCGC,
the
Remuneration
and
Appointment
Committee
should,
among
others,
(i)
draw
up
the
selection
criteria
and
appointment
procedures
for
Directors,
(ii)
periodically
assess
the
size
and
composition
of
the
Board
of
Directors
and
make
a
proposal
for
a
composition
profile
of
the
Non-
Executive Directors and (iii) draw up a plan for the succession of Directors.
After
consultation
with
the
Remuneration
and
Appointment
Committee,
the
Board
of
Directors
concluded
that
a
succession
plan
for
Executive
Directors
is
unable
to
ensure,
in
the
reality
of
corporate
life,
the
timely
replacement
of
Executive
Directors
who
stand
down
from
their
positions
on
or
before
the
completion
of
their
mandate,
when
the composition of the Company’s shareholder structure is also taken into consideration.
It
was
decided
that
such
documents
can
easily
become
abstract
statements
of
principles,
perhaps
produced
with
the
help
of
expensive
consultants,
and
often
containing
obvious
recommendations
for
requirements
of
ability,
professionalism
and
integrity
that
persons
performing
these
roles
should
necessarily
possess,
or
unhelpful,
complicated procedures for the selection of ideal candidates.
The
Board
of
Directors
took
this
decision
at
its
meeting
on
12
March
2013
and,
thereafter,
when
approving
subsequent
reports,
believing
it
to
be
preferable,
from
the
point
of
view
of
good
corporate
governance,
for
the
Company not to incur expenses for activities that are of no clear benefit.
In
addition,
the
Remuneration
and
Appointment
Committee
will
not
periodically
assess
the
size
and
composition
of the Board of Directors and its committees.
Best practice provisions 2.2.6 and 2.2.7 of the DCGC (Board evaluation)
Pursuant
to
best
practice
provisions
2.2.6
and
2.2.7
of
the
DCGC,
Non-Executive
Directors
should
evaluate
their
own functioning and the functioning of the Executive Directors.
The
Board
of
Directors
held
the
view
that
the
actual
application
of
such
assessments
does
not
provide
any
significant
benefits.
It
appears
somewhat
unlikely
that
those
carrying
out
a
self-assessment
would
give
a
negative
opinion
about
the
functioning
of
their
own
board,
nor
would
they
push
for
an
opportunity
to
introduce
new
professional
profiles
without
implicitly
admitting
that
the
current
Directors
did
not
have
the
qualities
needed
to
carry out their duties.
Equally,
the
Board
of
Directors
does
not
plan
to
entrust
this
assessment
to
a
consultancy
company,
since
this
would
certainly
not
satisfy
the
need
for
third-party
independent
judgement
but
would
generate
a
cost
for
the
Company.
The
Board
of
Directors
took
this
decision
at
its
meeting
on
12
March
2013
and,
thereafter,
when
approving
subsequent
reports,
believing
it
to
be
preferable,
from
the
point
of
view
of
good
corporate
governance,
for
the
Company not to incur expenses for activities that are of no clear benefit.
Best practice provisions 2.1.7 and 2.1.8 of the DCGC (Independent Directors)
Pursuant
to
best
practice
provisions
2.1.7
and
2.1.8
of
the
DCGC,
at
most
one
Non-Executive
Director
is
not
required
to
meet
the
independence
criteria
as
set
out
in
the
DCGC.
In
addition,
for
each
shareholder,
or
group
of
affiliated
shareholders,
who
directly
or
indirectly
holds
more
than
ten
percent
of
the
shares
in
the
Company,
there
is
at
most
one
Non-Executive
Director
who
may
be
affiliated
with
or
representing
such
shareholder.
In
total,
the
majority of the Non-Executive Directors should be independent.
The
Non-Executive
Directors
have
determined
that
four
of
the
seven
Non-Executive
Directors
qualify
as
independent in accordance with the DCGC. It should be noted that:
Luca
Garavoglia
and
Alessandra
Garavoglia
do
not
qualify
as
independent,
as
they
directly
or
indirectly
hold
100%
of
the
voting
rights
of
the
Company’s
controlling
shareholder,
Lagfin
S.C.A.,
Société
en
Commandite
par
Actions
(‘Lagfin’),
which
in
turn,
as
of
31
December
2021,
holds
53.9%
of
the
Company's
shares
and
66.7%
of
the
voting
rights.
It
is
believed,
however,
that
the
involvement
of
both
Luca
Garavoglia
and
Alessandra
Garavoglia
proves
the
commitment
of
the
entire
Garavoglia
family
to
participate
in
the
Company
with
spirit
of
homogeneity and compactness, in order to ensure continuity of control over the Company;
Eugenio
Barcellona
does
not
qualify
as
independent
as
he
has
been
a
member
of
the
Board
of
Directors
since
2007.
It
is
believed,
however,
that
Eugenio
Barcellona’s
deep
knowledge
of
the
Company
as
well
as
his
overall
knowledge
of
laws
and
regulations
make
him
a
most
valuable
Non-Executive
Director.
Eugenio
Barcellona
has
been
chairing
the
Remuneration
and
Appointment
Committee
and
the
Control
and
Risks
Committee
Campari Group-Annual report for the year ended 31 December 2021
considering
the
mere
organizational
role
that
the
chairman
holds
in
such
committees.
In
any
case
his
appointment is compliant with article 5.1.4 of the DCGC.
Principle 2.3.2 of the DCGC (Establishment of committees)
Pursuant
to
best
practice
provision
2.3.2
of
the
DCGC,
if
the
Board
of
Directors
has
more
than
four
Non-Executive
Directors,
it
shall
appoint
from
among
its
members
an
audit
committee,
a
remuneration
committee
and
a
selection
and appointment committee.
The
Company
has
combined
the
roles
of
the
remuneration
committee
and
the
selection
and
appointment
committee
in
one
committee,
the
Remuneration
and
Appointment
Committee.
The
Company
feels
that
there
would
be
no
benefits
for
the
Company,
given
its
size
and
its
organisational
structure,
in
splitting
the
Remuneration
and Appointment Committee as prescribed under the DCGC.
Principle 2.3.6 of the DCGC (Vice-chairman of the Board of Directors)
Pursuant
to
Article
18.1
of
the
Company’s
Articles
of
Association
the
Board
of
Directors
may
designate
one
or
more
other
Directors
as
vice-chairmen
of
the
Board
of
Directors.
However,
so
far,
the
Company
feels
that
there
would be no benefits for the Company, given its size and its organisational structure, in such an appointment.
Principle 3.1.2 of DCGC (Remuneration policy)
No
performance
criteria
are
applied
to
share
options
that
the
Company
typically
grant
but,
since
the
share
options,
depending
on
the
plans,
vest
five
or
seven
years
after
they
are
granted
and
all
share
options
may
be
exercised
in
the
two
years
following
the
vesting
of
the
right,
the
Company
believes
that
the
share
options
are
long-term
in
character.
14.
Disclosures pursuant to Decree Article 10 EU-Directive on Takeovers
In
accordance
with
the
Dutch
Decree
Article
10
Takeover
Director
(
Besluit
artikel
10
overnamerichtlijn
,
the
‘Decree’), the Company makes the following disclosures:
a)
for
information
on
the
Company's
capital
structure,
the
types
of
shares
(i.e.,
ordinary
shares
and
special
voting
shares),
and
related
rights
and
obligations,
and
the
issued
share
capital,
please
see
the
paragraph
‘Major
shareholders’ of this governance section.
b)
To
summarise,
the
rights
attached
to
ordinary
shares
and
special
ordinary
shares
comprise
pre-emptive
rights
upon
the
issue
of
ordinary
shares
(with
the
understanding
that
holders
of
special
ordinary
shares
will
be
entitled
to
the
issue
of
special
ordinary
shares
in
lieu
of
ordinary
shares),
the
right
to
attend
General
Meetings
and
to
speak
and
vote
at
such
meetings
and
to
resolve
on
the
distribution
of
such
amount
of
the
Company's
profit
as
remains
after
allocation
to
the
reserves
and
the
payment
of
a
dividend
of
1%
of
the
amount
paid
on
the
special
voting
shares
in
accordance
with
the
Articles
of
Association.
For
information
on
the
rights
attached
to
the
special
voting
shares
reference
is
made
to
the
Articles
of
Association
and
the
SVS
Terms,
which
can
both be found on the Company's website.
c)
As
of
31
December
2021,
the
issued
share
capital
of
the
Company
consisted
of
1,161,600,000
ordinary
shares,
representing
approximately
63.57
percent
of
the
aggregate
issued
share
capital,
and
665,718,342
special voting shares, representing approximately 36.43 percent of the aggregate issued share capital.
d)
The
Company
has
imposed
no
limitations
on
the
transfer
of
ordinary
shares.
Article
13
of
the
Articles
of
Association and the SVS Terms provide for transfer restrictions for special voting shares.
e)
For
information
on
participations
in
the
Company’s
capital
for
which
a
disclosure
obligation
exists
under
Sections
5:34,
5:35
and
5:43
of
the
Dutch
Financial
Supervision
Act
(
Wet
op
het
financieel
toezicht
),
please
see
the
paragraph
‘Major
shareholders’
of
this
governance
section.
There
you
will
find
a
list
of
shareholders
who are known to the Company to have holdings of three percent or more at the stated date.
f)
No
special
control
rights
or
other
rights
accrue
to
shares
in
the
capital
of
the
Company
other
than
the
right
of
holders
of
ordinary
shares
to
receive
special
voting
shares
if
and
when
the
terms
and
conditions
as
set
out
in
Article 13.7 of the Articles of Association and the SVS terms are met.
g)
A
mechanism
for
verifying
compliance
with
a
scheme
allowing
employees
to
subscribe
for
or
to
acquire
shares
in
the
capital
of
the
Company
or
a
subsidiary
if
the
employees
do
not
arrange
for
such
verification
directly
is
not applicable to the Company.
h)
No
restrictions
apply
to
voting
rights
attached
to
shares
in
the
capital
of
the
Company,
nor
are
there
any
deadlines
for
exercising
voting
rights.
The
Articles
of
Association
allow
the
Company
to
cooperate
in
the
issuance
of
registered
depositary
receipts
for
ordinary
shares,
but
only
pursuant
to
a
resolution
to
that
effect
of
the
Board
of
Directors.
The
Company
is
not
aware
of
any
depository
receipts
having
been
issued
for
shares
in its capital.
i)
The
Company
is
not
aware
of
the
existence
of
any
agreements
with
shareholders
which
may
result
in
restrictions
on
the
transfer
of
shares
or
limitation
of
voting
rights,
except
for
the
circumstance
that,
pursuant
to
Lagfin’s
Articles
of
Association,
Lagfin’s
main
corporate
purpose
is
the
holding
and
maintenance
of
a
controlling stake in the Company.
Campari Group-Annual report for the year ended 31 December 2021
j)
The
rules
governing
the
appointment
and
dismissal
of
Directors
are
stated
in
the
Articles
of
Association
of
the
Company.
Directors
are
appointed
by
the
General
Meeting.
The
Board
of
Directors
nominates
a
candidate
for
each
vacant
seat.
A
nomination
by
the
Board
of
Directors
will
be
binding
as
described
above
in
the
section
‘Board
of
Directors’.
At
a
General
Meeting,
votes
in
respect
of
the
appointment
of
a
Director
can
only
be
cast
for
candidates
named
in
the
agenda
of
the
meeting
or
explanatory
notes
thereto.
The
term
of
office
of
Directors
may
not
exceed
a
maximum
period
of
four
years
at
a
time.
A
Director
who
ceases
office
due
to
the
expiry
of
his office is immediately eligible for reappointment.
k)
Each
Director
may
be
suspended
or
removed
by
the
General
Meeting
at
any
time.
A
resolution
of
the
General
Meeting
to
suspend
or
remove
a
Director
other
than
pursuant
to
a
proposal
by
the
Board
of
Directors
requires
an
absolute
majority
of
the
votes
cast.
An
Executive
Director
may
also
be
suspended
by
the
Board
of
Directors.
A
suspension
by
the
Board
of
Directors
may
at
any
time
be
discontinued
by
the
General
Meeting.
Any
suspension
may
be
extended
one
or
more
times
but
may
not
last
longer
than
three
months
in
the
aggregate.
If,
at
the
end
of
that
period,
no
decision
has
been
taken
on
termination
of
the
suspension
or
on
removal, the suspension will end.
l)
Pursuant
to
Article
40
of
the
Articles
of
Association,
the
General
Meeting
may
pass
a
resolution
to
amend
the
Articles
of
Association
with
an
absolute
majority
of
the
votes
cast,
but
only
on
a
proposal
of
the
Board
of
Directors.
Any
such
proposal
must
be
stated
in
the
notice
of
the
General
Meeting.
In
the
event
of
a
proposal
to
the
General
Meeting
to
amend
the
Articles
of
Association,
a
copy
of
such
proposal
containing
the
verbatim
text
of
the
proposed
amendment
will
be
deposited
at
the
Company's
office,
for
inspection
by
shareholders
and
other
persons
entitled
to
attend
the
General
Meeting,
until
the
end
of
the
meeting.
Furthermore,
a
copy
of
the
proposal
will
be
made
available
free
of
charge
to
shareholders
and
other
persons
entitled
to
attend
the
General Meeting from the day it was deposited until the day of the meeting.
m)
The
general
powers
of
the
Board
of
Directors
are
stated
in
Article
17
of
the
Articles
of
Association
and
on
6
July
2020
each
Executive
Directors
was
granted
a
power
of
attorney
to
represent
and
act
on
behalf
of
the
Company.
According
to
Article
6.1
of
the
Articles
of
Association,
the
Board
of
Directors
will
be
the
competent
corporate
body
to
issue
shares
for
a
period
of
five
years
with
effect
from
27
November
2020.
The
Board
of
Directors
is
also
authorised
to
limit
or
exclude
pre-emptive
rights
of
shareholders
when
issuing
ordinary
shares
or
granting
rights
to
subscribe
for
ordinary
shares,
for
the
same
term.
After
the
five
year
term,
shares
may
be
issued
pursuant
to
a
resolution
of
the
General
Meeting
unless
the
Board
of
Directors
is
designated
to
do
so
by
the
General
Meeting.
Such
designation
can
be
made
each
time
for
a
maximum
period
of
five
years
and
can
be
extended
each
time
for
a
maximum
period
of
five
years.
A
designation
must
determine
the
number
of
shares
of
each
class
concerned
which
may
be
issued
pursuant
to
a
resolution
of
the
Board
of
Directors.
A
resolution
of
the
General
Meeting
to
designate
the
Board
of
Directors
as
the
body
of
the
Company
authorised
to
issue
Shares
can
only
be
withdrawn
at
the
proposal
of
the
Board
of
Directors.
The
body
of
the
Company
resolving
to
issue
Shares
must
determine
the
issue
price
and
the
other
conditions
of
issuance
in
the
resolution
to issue.
n)
After
the
five
year
term,
pre-emptive
rights
may
be
restricted
or
excluded
by
a
resolution
of
the
General
Meeting.
However,
with
respect
to
an
issue
of
Ordinary
Shares
pursuant
to
a
resolution
of
the
Board
of
Directors,
the
pre-emptive
rights
can
be
restricted
or
excluded
pursuant
to
a
resolution
of
the
Board
of
Directors if and insofar as the Board of Directors is designated to do so by the General Meeting.
o)
Pursuant
to
Article
9
of
Articles
of
Association,
the
Company
is
entitled
to
acquire
fully
paid-up
shares
in
its
capital
with
due
observance
of
the
relevant
statutory
provisions.
Acquisition
of
the
Company's
own
shares
for
valuable
consideration
is
permitted
only
if
the
General
Meeting
has
authorised
the
Board
of
Directors
to
do
so.
Such
authorisation
will
be
valid
for
a
period
not
exceeding
eighteen
months.
The
General
Meeting
must
determine
in
the
authorisation
the
number
of
shares
which
may
be
acquired,
the
manner
in
which
they
may
be
acquired
and
the
limits
within
which
the
price
must
be
set.
The
Board
of
Directors
may,
without
authorisation
by
the
General
Meeting,
acquire
its
own
shares
for
the
purpose
of
transferring
such
shares
to
employees
of
the
Company
or
of
a
group
company
(
groepsmaatschappij
)
under
a
scheme
applicable
to
such
employees, provided such shares are listed on a stock exchange.
p)
The
Company
is
not
a
party
to
any
significant
agreements
which
will
take
effect,
will
be
altered
or
will
be
terminated
upon
a
change
of
control
of
the
Company
as
a
result
of
a
public
offer
within
the
meaning
of
Section
5:70 of the Dutch Financial Supervision Act, provided that certain of the loan agreements entered into by the
Company
contain
clauses
that,
as
is
customary
for
financing
agreements
of
similar
type,
may
require
early
repayment or termination in the event of a change of control of the Company.
q)
The
Company
did
not
enter
into
any
agreement
with
a
Director
or
employee
of
the
Company
providing
for
a
payment
upon
the
termination
of
employment
as
a
result
of
a
public
offer
within
the
meaning
of
Article
5:70
of the Dutch Financial Supervision Act.
Campari Group-Annual report for the year ended 31 December 2021
15.
Report of the Non-Executive Directors
Below
is
provided
the
report
of
the
Non-Executive
Directors
of
the
Company
for
the
financial
year
2021,
as
referred
to in best practice provision 5.1.5 of the DCGC.
Supervision by the Non-Executive Directors
The
Non-Executive
Directors
are
in
charge
of
supervising
the
policies
implemented
by
the
Executive
Directors
and
the
general
affairs
of
the
Company
and
its
affiliated
enterprise,
including
the
deployment
of
the
strategy
of
the Company regarding long-term value creation.
The Non-Executive Directors contribute in creating long-term value by:
-
regular
discussions
on
strategic
matters
with
the
Executive
Directors
during
meetings
of
the
Board
of
Directors,
including,
potential
acquisitions
and
disposals,
extraordinary
transactions,
financing
operations,
yearly
budgets
and long-term business plans and the annual, half yearly and quarterly financial reports;
-
monitoring
progress
on
the
Global
Sustainability
Strategy
and
approving
the
Non-Financial
Declaration
contained in the Annual Report and the Sustainability report;
-
in
their
quality
as
members
of
the
Control
and
Risks
Committee,
they
regularly
examine
the
ESG
matters
including
sustainability,
diversity
and
climate
implications
addressing
relevant
actions
in
the
Sustainability
report
accordingly.
The
Campari
Group’s
Global
Sustainability
Strategy
includes
medium
and
long
term
environmental
targets,
the
Global
Strategy
on
Responsible
Consumption,
the
Global
framework
on
Diversity,
Equity
and
Inclusion
and
long
term commitments;
-
approving
the
contents
of
the
Remuneration
policy
taking
into
account
the
criteria
detailed
in
the
Remuneration
Report.
With
specific
reference
to
the
2021
long-term
value
creation,
the
Non-Executive
Directors
have
examined
and
monitored
each
and
all
stages
of
(i)
a
complex
Group’s
reorganization
aimed
at
merging
Di.Ci.E.
Holding
B.V.
into
the
Company
to
ensure
a
higher
level
of
efficiency
in
the
Group
structure
and
(ii)
new
mechanisms
of
mid
and
long
term
remuneration
for
the
Group’s
employees
based
on
granting
Company’s
shares
such
as
employee
share
ownership
plan
(‘ESOP’),
extra
mile
bonus
(‘EMB’)
and
medium
term
incentive
(‘MTI).
Details
are
available
in
the
Remuneration Report.
Committees
The
Board
of
Directors
has
allocated
certain
specific
responsibilities
to
the
Control
and
Risks
Committee
and
the
Remuneration
and
Appointment
Committee.
In
doing
so,
the
Non-Executive
Directors
have
also
focused
on
the
effectiveness
of
the
Company’s
internal
risk
management
and
control
systems,
the
integrity
and
quality
of
the
financial
reporting
and
the
risks
associated.
Further
details
on
how
these
Committees
have
carried
out
their
duties
are
set
forth
in
the
sections
‘Control
and
Risks
Committee’
and
‘Remuneration
and
Appointment
Committee’.
The
Non-Executive
Directors
have
been
regularly
informed
by
each
committee
of
the
results
and
recommendations
of
these
meetings
in
accordance
with
best
practice
provision
2.3.5
of
the
DCGC,
and
the
conclusions
of
those
committees were taken into account when drafting this report of the Non-Executive Directors.
•
Control and Risks Committee
During 2021, the Control and Risks Committee:
-
assessed and expressed opinions on corporate risks brought to its attention by the Internal Audit function;
-
met
the
external
auditor
to
verify
the
financial
audit
activities
carried
out
ensuring
a
regular
flow
of
information
among the Internal Audit function, the Control and Risks Committee and external auditor;
-
as
to
sustainability
matters,
assessed
Campari
Group’s
sustainability
strategy
examining
the
non-financial
report
as
well
as
the
report
concerning
the
quality,
health,
safety,
and
environmental
aspects
of
all
Group’s
production plants;
-
examined
the
auditing
activities
carried
out
by
the
internal
audit
functions
of
J.Wray&Nephew
Ltd.
and
Campari
America LLC;
-
analysed
aspects
relating
to
compliance
with
privacy
legislation
and
issues
relating
to
data
security
(including
issues due to malware attack) and met the Data Protection Officer;
-
examined the progress made in implementing the Internal Audit recommendations;
-
examined the reports of breaches of Campari Code of Ethics;
-
examined the Self Risk Assessment results;
-
examined the 2021 Physical Count Program;
-
examined the Campari SAP/ERP user management and the relevant segregation of duties risks;
-
examined the S4 Hana migration with the external auditor;
-
examined the European Single Electronic Format (‘ESEF’) project;
-
approved the tax consolidation regime for the 2022-2024 period;
-
approved the services other than statutory audit provided by the external auditor.
Campari Group-Annual report for the year ended 31 December 2021
The
Non-Executive
Directors
have
also
examined
the
half
year
report
prepared
by
the
Control
and
Risks
Committee then approved by the Board of Directors.
During
2021,
nine
meetings
of
the
Control
and
Risks
Committee
took
place
with
the
attendance
details
provided
in the Table below.
•
Remuneration and Appointment Committee
The
main
activities
carried
out
by
the
Remuneration
and
Appointment
Committee
during
the
2021
were
as
follows:
-
evaluation and approval of the proposal regarding the share option report as well as the remuneration report;
-
examination of the corporate governance report pursuant to applicable law;
-
determination
of
the
variable
remuneration
for
the
Executive
Directors
as
per
the
applicable
STI
2020
targets;
-
determination of the STI 2021 targets and base amounts for the Executive Directors;
-
evaluation and approval of a STI flex mechanism for the FY 2021;
-
preparation and approval of the LMI Scheme (see below);
-
approval of certain contractual changes to the Executive Directors’ employment agreements;
-
evaluation of the medium-term incentive plan 2022/2025;
-
approval
of
the
proposal
to
grant
share
options
in
favour
of
specific
beneficiaries
(reserved
to
employees
not
being Directors);
-
evaluation of the ESOP (reserved to employees not being Directors).
During
2021,
nine
meetings
of
the
Remuneration
and
Appointment
Committee
took
place
with
the
attendance
details provide in the Table
below.
The
Non-Executive
Directors
also
examined
the
yearly
report
prepared
by
the
Remuneration
and
Appointment
Committee
then
approved
by
the
Board
of
Directors.
The
Non-Executive
Directors
were
able
to
review
and
evaluate
the
performance
of
the
Remuneration
and
Appointment
Committee.
There
is
no
need
to
amend
the
size
or composition of the Remuneration and Appointment Committee.
The
chairman
of
the
Remuneration
and
Appointment
Committee
reports
once
a
year
to
the
Board
of
Directors
on
activities
carried
out,
when
the
annual
financial
statements
are
approved.
It
considers
that
this
frequency
is
preferable
to
providing
an
update
at
the
first
appropriate
meeting,
except
in
cases
of
particular
importance
and/or
urgency.
Internal Audit Function
The
Company
has
a
separate
department
for
the
internal
audit
function
and
the
Board
of
Directors
appoints
the
Head of Internal Audit.
The main activities carried out by the Internal Audit function during 2021 were as follows:
-
audit on results on Cinzano & Riccadonna’s harvesting;
-
audit on sustainability of Alghero and Caltanissetta plants;
-
audit on results on A&P global;
-
audit on commercial agents and sales commissions;
-
audit on credit management area of Campari Mexico S.A. de C.V.;
-
audit on Tangible Fixed Assets management process;
-
audit on logistics processes at Novi Ligure plant;
-
audit on Campari Australia Pty Ltd;
-
audit on sustainability in Forty Creek Distillery;
-
audit on sustainability in Campari do Brasil Ltd;
-
audit on payroll area in J. Wray & Nephew Ltd;
-
audit on inbound logistic area in J. Wray & Nephew Ltd;
-
audit on commercial and marketing contract management area in J. Wray & Nephew Ltd;
-
audit on sustainability in Campari Argentina Ltd.
Independence of the Non-Executive Directors
Each
Non-Executive
Director
owes
a
duty
to
the
Company
to
properly
perform
the
duties
assigned
to
each
Director
and
to
act
in
the
Company's
corporate
interest.
Under
Dutch
law,
the
Company's
corporate
interest
extends
to
the interests of all its stakeholders, including its shareholders, creditors and employees.
Pursuant
to
best
practice
provisions
2.1.7
and
2.1.8
of
the
DCGC,
at
most
one
Non-Executive
Director
does
not
have
to
meet
the
independence
criteria
as
set
out
in
the
DCGC.
In
addition,
for
each
shareholder,
or
group
of
affiliated
shareholders,
who
directly
or
indirectly
hold
more
than
ten
percent
of
the
shares
in
the
Company,
there
is
at
most
one
Non-Executive
Director
who
may
be
affiliated
with
or
representing
such
shareholder.
In
total,
the
majority of the Non-Executive Directors should be independent.
The
Non-Executive
Directors
have
determined
that
four
of
the
seven
Non-Executive
Directors
qualify
as
independent
in
accordance
with
the
DCGC.
Please
see
the
paragraph
‘Compliance
with
the
DCGC’
of
this
governance
section
for
further
information.
Campari Group-Annual report for the year ended 31 December 2021
Composition of the Board of Directors and the committees on 31 December 2021
Control and Risks
Committee
Remuneration and
Appointment Committee
Member and principal position
Date of first
appointment
In office until
the end of the
annual General
Meeting in
Independent
according to DCGC
Luca Garavoglia
(Chairman and Non-Executive
Director)
Robert Kunze-Concewitz
(Executive Director)
Paolo Marchesini
(Executive Director)
Fabio Di Fede
(Executive Director)
Eugenio Barcellona
(Non-Executive Director)
Annalisa Elia Loustau
(Non-Executive Director)
Fabio Facchini
(Non-Executive Director)
Alessandra Garavoglia
(Non-Executive Director)
Catherine Gérardin-Vautrin
(Non-Executive Director)
Michel Klersy
(Non-Executive Director)
Control and Risks
Committee: 9
Remuneration and
Appointment Committee: 9
Campari Group-Annual report for the year ended 31 December 2021
Remuneration report
1.
Introduction
The
Company’s
remuneration
structure
aspires
to
support
Campari’s
stated
mission,
vision
and
strategy
while
motivating,
retaining
and
attracting
world-class
talent.
It
aims
to
reinforce
and
support
the
Group
key
strategic
drivers
in
both
the
short
and
long
term,
the
achievement
of
which
will
support
sustainable,
long-term
value
creation
for all stakeholders.
As
described
below
the
Executive
Directors’
remuneration
consists
of
a
fixed
component
and
a
variable
component
such
as:
(i)
the
base
salary
(fixed
component);
(ii)
the
short-term
incentive
(variable
component);
and
(iii)
the
long-term
incentive
(variable
component),
while
the
Non-Executive
Directors’
remuneration
consists
of
a
single fixed annual component in cash.
The
base
salary
compensates
for
the
individual’s
experience,
skills,
duties,
responsibilities
and
the
contribution
of
the
individual
within
the
Company.
The
short-term
incentive
aims
to
ensure
that
the
Executive
Directors
are
well
incentivised
to
achieve
the
annual
Group
performance
targets,
while
the
Company’s
long-term
incentive
component
-providing
for
five
years
vesting-
form
a
substantial
part
of
total
remuneration
and
maintains
meaningful
levels
of
share
ownership,
encouraging
the
Executive
Directors
to
act
as
stewards
and
ambassadors
of the Company.
The
2021
results
on
the
key
financial
indicators
as
well
as
the
achievement
against
individual
targets
were,
in
all
cases,
above
the
performance
targets
as
set
for
by
the
Board
of
Directors.
As
a
direct
consequence,
the
Company
short-term incentive pay out for 2021 was above the base amount as well.
The
remuneration
report
provided
below
summarises
the
guidelines
and
the
principles
followed
by
the
Company
in
order
to
define
and
implement
the
remuneration
policy
applicable
to
the
Executive
Directors
and
the
Non-
Executive
Directors
of
the
Company.
In
addition,
the
remuneration
report
provides
the
remuneration
paid
to
these
individuals for the year
ended 31 December 2021.
2.
Remuneration policy
The
General
Meeting
adopted
the
remuneration
policy
for
the
Executive
Directors
and
the
Non-Executive
Directors
on
18
September
2020
(the
‘Remuneration
Policy’).
The
objective
of
the
Remuneration
Policy
for
the
Executive
Directors
is
to
attract,
reward
and
retain
the
necessary
leadership
talent
in
order
to
support
the
execution
of
the
Company's
strategic
objectives,
whilst
for
the
Non-Executive
Directors
the
Remuneration
Policy
aims
at
rewarding
them
appropriately
for
their
work
based
on
market
competitive
fee
levels.
In
line
with
Articles
2:135(1)
and
2:135a(2)
of
the
Dutch
Civil
Code,
the
Remuneration
Policy
will
be
submitted
to
the
General
Meeting
in case of any amendments and at least every four years.
The
form
and
amount
of
compensation
received
by
the
Board
of
Directors
for
the
year
ended
31
December
2021
was
determined
in
accordance
with
the
Remuneration
Policy.
The
authority
to
establish
remuneration
is
vested
in
the
Board
of
Directors,
with
due
observance
of
the
Remuneration
Policy,
whereby
the
Executive
Directors
may
not
participate
in
the
deliberations
and
decision-making
with
respect
to
the
remuneration
of
the
Executive
Directors.
The
Remuneration
and
Appointment
Committee
of
the
Board
of
Directors
oversees
the
Remuneration
Policy
and
prepares
decisions
for
the
Board
of
Directors
with
respect
to
the
Remuneration
Policy
and
the
application thereof in individual situations.
3.
Composition of Board of Directors
On
16
April
2019,
the
General
Meeting
appointed
the
Directors
for
the
three
year
period
2019-2021,
except
for
Mr
Fabio
Facchini
who
was
appointed
as
Non-Executive
Director
by
the
General
Meeting
on
18
September
2020
for
the
period
ending
at
the
closure
of
the
annual
General
Meeting
held
in
2022.
No
other
changes
occurred
in
the composition of the Board of Directors in 2021.
2021 highlights of the Group
During
2021
the
Group:
(i)
achieved
double-digit
sales
organic
growth
driven
by
continued
strong
and
healthy
brand
momentum
with
overall
increased
consumption
and
penetration
versus
to
pre-pandemic
levels
(total
change
+22.6%);
(ii)
achieved
a
double
digit
EBIT
organic
growth
(total
change
+73.0%)
showing
significant
margin
expansion
driven
by
favourable
sales
mix
and
operating
leverage
thanks
to
strong
sales
growth;
(iii)
very
strong
performance
overall
despite
the
challenges
of
logistic
constraints
and
the
initial
effect
of
cost
inflation
towards
the
year
end;
(iv)
achieved
strong
cash
flow
generation
leading
to
a
significant
de-leverage
with
net
debt
Campari Group-Annual report for the year ended 31 December 2021
to
EBITDA
ratio
down
to
current
1.6
times
at
year
end
(
66
);
and
achieved
a
number
of
key
corporate
goals
as
reported in the ‘Significant events of the year’ section in the management board report.
This
remuneration
report
is
prepared
in
line
with
the
new
requirements
stemming
from
the
implementation
of
the
Shareholder
Rights
Directive
II
in
Dutch
law.
This
report
will
be
submitted
to
the
annual
General
Meeting
in
2022
for an advisory vote.
4.
Remuneration for Board of Directors
Remuneration principles
In
line
with
the
fundamental
objective
of
achieving
the
most
effective
reconciliation
of
‘profitability’
and
‘sustainability’
in
the
long
term,
the
Company
adopts
an
Executive
Directors’
remuneration
policy
aimed
at
supporting
managerial
growth
strategies
oriented
towards
the
long
term:
this
is
considered
of
fundamental
importance
in
the
Company’s
reference
market
(the
global
premium
spirits
market),
where
the
strength
of
the
brands,
built
through
long-term
brand
building
strategies
consistently
and
patiently
deployed
over
time,
is
the
primary source of the achievement of a long-term competitive advantage.
The
Remuneration
Policy
aims
not
only
at
the
adequate
remuneration
of
the
Executive
Directors,
but
also
at
their
adequate
retention,
as
it
is
considered,
in
principle,
an
important
value
that
is
consistent
with
the
fundamental
objective
of
maximum
sustainable
profitability
in
the
long
term,
i.e.
the
promotion
of
successful
management
cycles.
Although
the
Company
reviews
remuneration
policies
of
comparable
size
and
economic
performance
as
a
useful
tool
to
understand
its
competitive
position
on
the
job
offer
market
and
attract
high
level
human
capital,
the
Company
pursues
its
remuneration
policies
independently
and
such
policies
are
not
benchmarked
against
a
group
of peers.
The
basic
components
of
the
remuneration
applicable
to
the
Executive
Directors
consist
of
(
i
)
base
salary,
(
ii
)
short-term incentive, and (
iii
) long-term incentive.
Over
the
last
5
years
the
average
relative
proportion
of
the
Executive
Directors’
remuneration
components
is
as
follows:
Fixed remuneration: ~38%;
Short-term incentive: ~37%;
Long term-incentive: ~25%.
Fixed component
Base salary
The
base
salary
compensates
for
the
individual’s
experience,
skills,
duties,
responsibilities
and
the
contribution
of the individual within the Company. The base salary of each Executive Director is a fixed compensation.
Each
year,
the
Remuneration
and
Appointment
Committee
reviews
the
base
salaries
and
decides
whether
circumstances
justify
adjustments.
In
considering
base
salary
increases,
the
Remuneration
and
Appointment
Committee
uses
as
reference
the
nature
and
responsibility
of
the
role
and
the
progressive
increase
of
the
Executive
Directors
duties
along
with
the
Company
growth,
individual
and
business
performance,
as
well
as
the
prospective
ability
of
Executive
Directors
to
create
value
and
contribute
to
the
long-term
objectives
of
the
Company.
Over
the
last
5
years,
the
compound
annual
growth
rate
of
the
Executive
Directors’
base
salary
is
about
0.4%
67
.
Thus,
such
minor
increase
in
the
base
salary
component
was
inferior
to
the
proportional
increase
of the Group's business performance.
All
Executive
Directors
are
beneficiaries
of
a
D&O
(directors’
and
officers’
liability)
insurance
policy
at
market
conditions
for
this
type
of
coverage.
The
insurance
policy
covers
losses
resulting
from
claims
made
against
the
66
For more information on 2021 economics performance of the Group please refer to the management board report included in this annual report.
67
The average increase is defined with reference to Executive Directors who have been in office for at least the last 5 years.
Campari Group-Annual report for the year ended 31 December 2021
Directors
for
wrongful
acts
committed
in
their
respective
functions
and
for
which
they
have
been
recognised
accountable.
Executive
Directors
are
also
entitled
to
other
benefits
such
as
car
benefit;
ticket
restaurant;
supplementary
pension
funds, and medical, life and accident insurance.
Variable components
Short-term incentive
The
short-term
incentive
(
STI
)
aims
to
ensure
that
the
Executive
Directors
are
well
incentivised
to
achieve
the
Group performance targets in the shorter-term.
At
the
beginning
of
each
year,
the
Remuneration
and
Appointment
Committee
proposes
to
the
Board
of
Directors
target
ranges
for
the
Executive
Directors,
based
on
the
Group’s
budget.
At
the
end
of
the
year,
the
Remuneration
and
Appointment
Committee
reviews
the
Group
performance
against
the
target
ranges,
based
on
the
Company’s
financial statements, as audited by the external auditor.
Executive
Directors
are
eligible
for
the
short-term
incentive
only
if
at
least
90%
of
the
targets
are
achieved.
The
minimum
short-term
incentive
payout,
in
such
case,
is
equal
to
70%
of
base
targets,
with
the
maximum
incentive
payout
capped
at
180%
of
base
target
(if
120%
or
more
of
the
targets
are
achieved).
If
100%
of
the
targets
are
achieved,
the
STI
payout
is
equal
to
the
bonus
base
amount
set
by
the
Board
of
Directors
on
the
basis
of
a
proposal from the Remuneration and Appointment Committee.
The
Remuneration
and
Appointment
Committee
each
year
selects
and
proposes
to
the
Board
of
Directors
the
financial
performance
measures
and
determines
their
relative
weights.
To
support
the
Company’s
strategic
objective
growth
in
an
organic
and
sustainable
way
and
to
focus
on
profitable
growth
segments,
such
performance
measures
are
typically:
profit
(target
A,
usually
weighing
40%);
marginality
(target
B,
usually
weighing
40%);
and
operating working capital (target C, usually weighing 20%).
Target
A
identifies
Campari
Group’s
consolidated
Ebit
target.
The
achievement
of
the
target
is
verified
comparing
the
actual
Ebit
(at
constant
perimeter
and
exchange
rates
and
normalized
to
exclude
non-recurring
items) with the Ebit target.
Target
B
identifies
Campari
Group’s
margin
target
(
i.e.
,
the
ratio
of
the
consolidated
Ebit
to
the
consolidated
net
sales)
adjusted
to
account
for
advertising
and
promotion
investment.
In
fact,
in
case
advertising
and
promotion
investment
weigh
less
than
expected
(under
a
certain
threshold),
then
the
effective
marginality
will
be adjusted downwards with the
consequence
of a minor target payout.
Target
C
identifies
the
weight
in
percentage
of
the
net
operating
working
capital
on
Campari
Group’s
consolidated net sales.
Targets
are
structured
in
a
way
that
they
cannot
be
achieved
through
short-term
management
choices
that
in
the
long
term
are
likely
to
compromise
brand
strength
(such
as
cutting
and/or
reducing
advertising
investment)
or
to
compromise
cash
generation
capacity
(such
as
non-physiological
growth
in
operating
working
capital).
Accordingly,
the
short-term
incentive
contributes
to
the
Company’s
strategy,
the
long-term
interests
of
the
Company and its sustainability.
The
short-term
incentive
of
the
Executive
Directors
is
based
on
financial
performance
measures
only
and,
therefore,
without
directly
taking
into
account
specific
qualitative
performance
objectives
that
are
non-financial
and/or
related
to
corporate
social
responsibility.
This
choice
is
based
on
the
consideration
that
socially
responsible
conduct,
which
the
Company
is
inspired
by
with
the
utmost
commitment
and
rigour,
should
in
any
case
be
reflected, in the long term, in the financial results of the Company and the Group.
If
the
short-term
incentive
targets
are
met,
the
short-term
incentive
is
paid
the
year
following
the
relevant
performance period, once the predetermined performance objectives are verified.
Campari Group-Annual report for the year ended 31 December 2021
Long-term incentive
The
long-term
incentive
aims
to
provide
incentives
for
the
Executive
Directors
to
achieve
growth
results
in
the
medium
and
long
term
and
align
their
interests
with
the
pursuit
of
the
priority
objective
of
sustainable
creation
of
value for shareholders.
The
long-term
incentive
is
granted
to
the
Executive
Directors
through
the
participation
to
the
share
option
plans
approved
by
the
General
Meeting
for
a
large
number
of
beneficiaries,
usually
every
two
years,
under
the
same
conditions.
As
a
five
year
vesting
scheme
applies,
there
is
a
clear
link
with
the
long-term
interests
of
the
Company
68
.
The
assignment
of
share
options
is
governed
by
the
‘Regulation
for
the
assignment
of
share
options’
approved
by
the
Remuneration
and
Appointment
Committee,
based
on
a
mandate
from
the
Board
of
Directors
dated
13
May
2014,
as
subsequently
modified
and
amended.
Such
regulation
(which
is
available
on
the
website
www.camparigroup.com) sets out the general terms and principles underlying the assignment of share options.
For each specific share option plan the General Meeting determines:
a)
the
maximum
number
of
options
that
may
be
assigned
to
the
Executive
Directors
and
to
the
other
categories
of beneficiaries;
b)
the vesting period;
c)
the start and end date of the period during which the options may be exercised; and
d)
the time frame during which the competent bodies may actually assign the options.
On
the
proposal
of
the
Remuneration
and
Appointment
Committee,
the
Board
of
Directors
determines
the
number
of
options
to
be
assigned
to
each
Executive
Director,
in
compliance
with
the
limits
established
by
the
General
Meeting.
In
any
case
the
maximum
number
of
options
that
can
be
awarded
to
each
Executive
Director
may
not
exceed
an
amount
such
that
the
total
share
value
(considered
as
the
product
between
the
number
of
options
awarded
and
the
strike
price)
exceeds
the
double
of
the
aggregate
amount
of
(i)
the
base
salary
and
(ii)
the
last
short-term incentive received, multiplied by the number of years for vesting of the plan.
The right to exercise share options vests five years after they are granted.
All
share
options
may
be
exercised
in
the
two
years
following
the
vesting
of
the
right,
without
prejudice
to
the
right
of
the
Company
to
introduce
blocking
periods
in
which
exercise
is
not
permitted,
should
particular
circumstances
so require.
By
their
nature,
share
options
acquire
a
value
only
in
the
event
of
an
increase
in
the
price
of
the
Company’s
shares
and
are
therefore
directly
related
to
the
creation
of
value
for
shareholders.
Given
their
nature,
it
is
difficult
to
make
reliable
assessments
of
their
economic
impact
in
relation
to
base
salary
and
short-term
incentive.
However,
experience
with
past
share
option
exercises
indicates
that
in
the
past
5
years
the
annual
base
salary
had a ratio of about 1 to 0.65 compared to the annual long-term incentives.
No
performance
criteria
are
applied
to
share
options
that
the
Company
typically
grant
but,
since
the
share
options,
depending
on
the
plans,
vest
five
or
seven
years
after
they
are
granted
and
all
share
options
may
be
exercised
in
the
two
years
following
the
vesting
of
the
right,
the
Company
believes
that
the
share
options
are
long-term
in
character.
Last mile incentive
69
The
Remuneration
Policy
provides
that
Chief
Executive
Officers
who
have
provided
the
Company
with
extraordinary
value
during
a
long-standing
managerial
period
of
at
least
10
years
are
eligible
for
an
additional
last
mile
incentive
should
certain
additional
financial
and
operational
objectives
over
the
last
years
of
their
term
be
achieved.
The
performance
period
is
set
from
three
to
five
years
and
the
purpose
of
the
last
mile
incentive
is
to
boost
the
Chief
Executive
Officers’
ambition
in
their
potential
last
years
of
their
long-term
mandate.
The
Company
believes
that
it
may
also
enhance
the
Chief
Executive
Officers’
long-term
focus
since
the
beginning
of
their
mandate
and
attract, motivate and retain Chief Executive Officers with a long-term vision.
68
As
of
the
date
hereof
the
Shareholders’
Meeting
has
approved
three
share
option
plans,
still
on
going,
in
favour
of
the
Executive
Directors;
the
share
option
plan
2016,
2018,
and
2020
provide
for
a
5-year
vesting
period.
Please
note
that
in
2014
Shareholders’
Meeting
has
also
approved
a
share
option
plan
according
to
which
beneficiaries
could
bring
forward
the
exercise
of
the
stock
options:
(i)
during
the
sixth
year,
with
a
20%
reduction
in
the
options
granted;
and
(ii)
during
the
seventh
year,
with
a
10%
reduction
in
the
options
granted
in
2014.
The
options
under
such
2014
plan
granted
to
the
Executive
Directors
were
all
exercised
by them after the end of the 7-years vesting period. For further information please refer to Section
Share-based remuneration
.
69
Pursuant
to
the
Remuneration
Policy,
a
last
mile
incentive
scheme
with
retention
purpose
to
be
potentially
awarded
to
the
current
CEO
has
been
approved
by
the Parent Company’s corporate bodies and therefore implemented.
Campari Group-Annual report for the year ended 31 December 2021
During
Robert
Kunze-Concewitz’s
current
tenure
the
Company
has
achieved
quantitative
and
qualitative
results
which
are
objectively
extraordinary
in
nature.
For
this
reason,
after
having
verified
the
CEO’s
eligibility
requirements
for
the
last
mile
incentive,
the
Remuneration
and
Appointment
Committee
and
the
Board
of
Directors
approved
the
terms
and
conditions
of
a
last
mile
incentive
for
Robert
Kunze-Concewitz
starting
in
2021
and
encompassing
targets
for
the
next
three,
four
and
five
year
period,
with
the
possibility
for
the
next
three-year,
four-
year
and
five-year
period,
to
be
updated
every
year
given
the
uncertainty
of
the
CEO’s
end
of
term
(‘LMI
Scheme’).
The
current
base
amount
of
the
LMI
Scheme
is
equal
to
€30
million,
€35
million,
and
€39
million
(each
amount
‘Base
Amount’)
in
case
of
100%
target
achievement
referring
respectively
to
the
current
period
of
three
years
(fiscal
year
2023),
four
years
(fiscal
year
2024)
and
five
years
(fiscal
year
2025),
for
a
maximum
payout
of
the
last
mile incentive equal to the Base Amount related to the year 2025 (i.e. €39 million)
The
current
LMI
Scheme
encompasses
three
different
targets
each
of
which
shall
have
a
relative
weight
of
one-
third
with
respect
to
the
Base
Amount
(‘Target
Base
Amount’):
(i)
a
profitability
target
(quantitative
target)
related
with
the
strategic
plan
approved
by
the
Board
of
Directors
on
17
December
2020;
(ii)
an
organic
growth
target
(quantitative
target)
related
to
an
organic
sales
growth
at
least
equal
to
the
organic
growth
of
selected
listed
peers
over
the
reference
period;
and
(iii)
a
third
target
(qualitative
target)
related
to
managerial
and
industry
objectives
such
as
the
retention
of
certain
employees
that
the
Company
would
not
want
to
lose,
and
a
significant
strengthening
of
the
Group
in
selected
geographical
areas.
In
case
of
an
overperformance
of
the
target,
such
target
payout
can
increase
up
to
180%
of
the
Target
Base
Amount
notwithstanding
that
the
Base
Amount
related
to
the
year
2025
is
the
maximum
payout
of
the
last
mile
incentive.
Targets
do
not
entail
performance
gate
and
the
payout
is
measured
according
to
ad
hoc
rules
for
each
target
approved
by
the
Board
of
Directors
upon
proposal
of the Remuneration and Appointment Committee.
At
the
end
of
the
relationship
between
the
Company
and
the
CEO,
the
Remuneration
and
Appointment
Committee
shall
verify
which
targets
on
each
of
the
performance
measures
have
been
achieved.
The
actual
last
mile
incentive
amount
is
subsequently
determined
by
the
Board
of
Directors
on
the
proposal
of
the
Remuneration
and
Appointment
Committee.
The
maximum
value
of
the
last
mile
incentive
is
equal
to
the
current
Base
Amount
and
the
payment
can
be
either
in
cash
or
in
ordinary
shares
as
soon
as
reasonably
practical
after
the
end
of
the
relevant
term;
if
delivered
in
ordinary
shares,
the
number
of
ordinary
shares
will
be
equal
to
the
amount
payable
under
the
LMI
Scheme
divided
by
the
market
value
of
the
ordinary
shares
on
the
date
in
which
the
Board
of
Directors approves the payable amount under the LMI Scheme.
The
Board
of
Directors,
on
proposal
of
the
Remuneration
and
Appointment
Committee,
may
grant
the
last
mile
incentive
also
to
other
Executive
Directors
who
have
served
the
Company
with
extraordinary
long-term
performance, subject to the same terms and conditions described above.
Scenario analysis
On
an
annual
basis,
the
Non-Executive
Directors,
upon
proposal
of
the
Remuneration
and
Appointment
Committee,
examine
the
relationship
between
the
performance
criteria
chosen
and
the
possible
outcomes
for
the
Executive Directors’ variable remuneration (scenario analysis).
As
at
the
date
of
this
Report,
the
Non-Executive
Directors
believe
the
Remuneration
Policy
has
proven
effective
in
terms
of
establishing
a
correlation
between
the
Group’s
strategic
goals
and
the
selected
performance
criteria.
The
main
key
performance
criteria
related
to
the
payout
curve
of
the
variable
remuneration
(such
as:
(
i
)
the
consolidated
operating
profit
target;
(
ii
)
the
ratio
between
the
consolidated
operating
income
and
consolidated
net
sales,
adjusted
for
advertising
expenses;
or
(
iii
)
the
operating
net
working
capital
as
a
percentage
of
consolidated
net
sales),
have
supported
both
the
Group’s
business
strategy
and
value
creation
for
shareholders
and
other
stakeholders.
The
remuneration
of
the
Non-Executive
Directors
consists
of
a
fixed
annual
component
in
cash,
equal
to
€50,000.
Non-Executive
Directors
who
are
also
a
member
of
a
Committee
receive
an
additional
remuneration.
The
chair
and
each
other
member
of
the
Remuneration
Committee
receive
an
additional
amount
of
€12,500
and
the
chair
and each other member of the Audit Committee receive an additional amount of €25,000.
The
Non-Executive
Directors
do
not
receive
any
performance-related
compensation
or
shares.
Non-Executive
Directors
who
hold
shares
in
the
Company
have
a
long-term
investment
perspective
and
adhere
to
the
Company’s
internal dealing policy.
Campari Group-Annual report for the year ended 31 December 2021
All
Non-Executive
Directors
are
beneficiaries
of
the
same
D&O
(directors’
and
officers’
liability)
insurance
policy
of the Executive Directors.
2021 remuneration
The
actual
remuneration
of
the
Board
of
Directors
over
the
financial
year
ended
31
December
2021
has
been
determined by the Board of Directors and is reflected in the tables below.
Executive Directors
Remuneration of Executive Directors during the year shown by each pay component (in €)
70
.
Chief Executive
Officer and
Executive Director
Chief Financial
Officer and
Executive Director
General Counsel
and Business
Development
Officer and
Executive Director
(1)
‘Other benefits’ includes: car benefit; ticket restaurant; supplementary pension funds, and medical, life and accident insurance.
(2)
In
line
with
market
practice
the
indicated
short-term
incentive
amount
is
based
on
the
targets
achieved
with
reference
to
the
last
financial
year
ended;
the
STI
2021 will be paid in 2022.
(3)
The
long-term
incentive
item
included
a
component
related
to
share
options
measured
with
the
fair
value
of
the
outstanding
relevant
share
option
plans
accruing
in fiscal year 2021 under IFRS.
Please
note
that
a
non-cash
amount
of
€10
million
has
been
set
aside
under
other
operating
income
(expenses)
as
non-recurring
last
mile
long-term
incentive
(‘LMI’)
schemes
with
retention
purposes,
to
be
potentially
recognised to Robert Kunze-Concewitz, as described above.
Given
the
uncertainty
of
the
CEO’s
end
of
term,
such
amount
has
been
accrued
for
accounting
purposes
and,
therefore, not paid in favour of Robert Kunze-Concewitz (see IAS 37).
Despite
having
a
long
term
retention
rationale,
the
LMI
is
very
different
in
nature
from
the
regular
long-term
component
of
Executive
Directors'
remuneration
(i.e.
stock
options):
it
can
be
(i)
paid
only
once
during
the
Executive
Director's
career,
(ii)
it
is
linked
to
various
quantitative
and
qualitative
performance
criteria,
and
(iii)
the
payout
is
triggered
(if
all
conditions
are
met)
only
after
the
termination
of
the
relationship
between
the
relevant
Executive Director and the Group.
To
determine
the
Executive
Directors’
short-term
(annual)
performance
remuneration
in
respect
of
the
2021
year
(paid
in
2022),
the
Remuneration
and
Appointment
Committee
selected
and
proposed
to
the
Board
of
Directors
the following metrics as performed by the Executive Directors in 2021 for payment in 2022.
152.0% of on-target level
(1)
Targets are based on the Group’s business plan which contains confidential information, therefore actual targets are not public.
70
All remuneration was borne by the Company.
Campari Group-Annual report for the year ended 31 December 2021
Based
on
the
criteria
approved
by
the
Board
of
Directors,
the
three
targets
have
a
weight
of:
40%
Profit
(EBIT),
40% Marginality (EBIT margin), and 20% Operating working capital.
Since
the
base
amounts
of
the
STI
2021
were
set
to
the
following
extent:
(
i
)
€1,200,000
for
the
Chief
Executive
Officer
Robert
Kunze-Concewitz;
(
ii
)
€950,000
for
the
Chief
Financial
Officer
Paolo
Marchesini;
and
(
iii
)
€750,000
for
the
Group
General
Counsel
and
Business
Development
Officer
Fabio
Di
Fede,
the
STI
bonuses
accrued
by
the
Executive
Directors
amounted,
respectively,
to
€1,824,339
in
favour
of
Robert
Kunze-Concewitz,
€1,444,268
in favour of Paolo Marchesini, and €1,140,212
in favour of Fabio Di Fede.
Non-Executive Directors
Remuneration of Non-Executive Directors during the year shown (in €)
committee
remuneration
2021
total
remuneration
2021
(1)
Luca Garavoglia
Non-Executive Director and Chairman
Alessandra Garavoglia
Non-Executive Director
Catherine Gerardin-Vautrin
Non-Executive Director and Member of the Control and Risks Committee and the
Remuneration and Appointment Committee
Eugenio Barcellona
Non-Executive Director and Member of the Control and Risks Committee and the
Remuneration and Appointment Committee
Michel Klersy
Non-Executive Director
Fabio Facchini
(2)
Non-Executive Director
and Member of the Control and Risks Committee
Annalisa Elia Loustau
Non-Executive Director
and
Member
of
the
Control
and
Risks
Committee
and
the
Remuneration
and
Appointment Committee
(1)
All remuneration was borne by the Company.
(2)
Fabio Facchini was appointed as Non-Executive Director on 18 September 2020.
(3)
Please
note
that
the
amount
of
€25,000
is
due
to
Fabio
Facchini
as
member
of
the
Control
and
Risks
Committee,
and
the
amount
of
€10,000
is
due
as
member
of the Supervisory Body (
Organismo di Vigilanza
) pursuant to the Italian Legislative Decree 231 of 8 June 2001.
Share-based remuneration
The
Company
has
a
number
of
share
option
plans
in
place.
The
purpose
of
these
plans
is
to
offer
beneficiaries
holding
key
positions
in
the
Group
the
opportunity
of
owning
shares
in
the
Company,
thereby
aligning
their
interests
with
those
of
other
shareholders
and
fostering
loyalty,
in
the
context
of
the
strategic
goals
to
be
achieved.
On
8
April
2021,
the
General
Meeting
approved
a
share
option
plan
for
a
total
maximum
number
of
options
equal
to
the
ratio
between
€6.4
million
and
the
exercise
price
(i.e.
the
value
equal
to
the
arithmetic
mean
of
the
official
stock
exchange
price
during
the
month
prior
to
assignment)
for
beneficiaries
other
than
the
Directors
(no
options
have
been
assigned
to
the
Directors).
The
options
are
exercisable
in
the
two-year
period
following
the
end
of
the
fifth year after the date of assignment.
Similar
share
option
plans
were
adopted
by
the
General
Meeting
on
27
March
2020,
16
April
2019,
23
April
2018,
28
April
2017,
29
April
2016
and
30
April
2014
over
the
respective
financial
years.
The
options
under
the
2021,
2019,
and
2017
share
option
plans
are
–differently
from
the
share
options
plans
in
2020,
2018,
2016
and
2014-
not assigned to any Directors but granted to other beneficiaries.
The
total
maximum
number
of
options
available
under
the
2020
share
option
plan
is
equal
to
the
ratio
between
€81
million
and
the
exercise
price.
Of
this
total
number
of
options,
in
particular,
a
maximum
number
of
options
resulting
from
the
ratio
between
€21.3
million
and
the
exercise
price
is
allocated
for
the
Directors
(or
other
beneficiaries
for
whom
an
individual
disclosure
is
required).
With
respect
to
the
2018
share
option
plan,
the
total
maximum
number
of
options
available,
is
equal
to
the
ratio
between
€73.8
million
and
the
exercise
price.
Of
this
total
number
of
options,
in
particular,
a
maximum
number
of
options
resulting
from
the
ratio
between
€10.8
million
and
the
exercise
price
is
allocated
for
Directors
(or
other
beneficiaries
for
whom
an
individual
disclosure
is
required).
With
respect
to
the
2016
share
option
plan,
the
total
maximum
number
of
options
available
is
equal
to
Campari Group-Annual report for the year ended 31 December 2021
the
ratio
between
€65.35
million
and
the
strike
price.
Of
this
total
number
of
options,
in
particular,
a
maximum
number
of
options
resulting
from
the
ratio
between
€12.35
million
and
the
strike
price
was
allocated
to
the
Directors
(or
other
beneficiaries
for
whom
an
individual
disclosure
is
required).
Lastly,
the
total
maximum
number
of
options
available
under
the
2014
share
option
plan
is
equal
to
the
ratio
between
€80.85
million
and
the
strike
price.
Of
this
total
number
of
options,
in
particular,
a
maximum
number
of
options
resulting
from
the
ratio
between
€10.85
million
and
the
strike
price
is
allocated
for
the
Directors
(or
other
beneficiaries
for
whom
an
individual
disclosure is required).
The
options
under
each
of
the
share
option
plans
are
exercisable
in
the
two-year
period
following
the
end
of
the
fifth
year
after
the
date
of
such
assignment,
except
for
the
options
under
the
2014
share
option
plan
which
may
be exercised at the end of the seventh year following the assignment date.
Finally,
each
of
the
share
option
plans
does
not
prescribe
any
holding
period
by
which
Executive
Directors
are
bound.
Campari Group-Annual report for the year ended 31 December 2021
The following table gives an overview of the outstanding share options provided to Executive Directors
information regarding 2021
main conditions of share option plans
Share
options on
1 January
2021
share options
subject to
performance
condition
share options
awarded and
unvested
unexercised share
options
Robert
Kunze-Concewitz
Chief
Executive
Officer
and Executive Director
Paolo Marchesini
Chief
Financial
Officer
and Executive Director
Fabio Di Fede
(2)
General
Counsel
and
Business
Development
Officer
and
Executive
Director
(1)
The share options vest over time and no performance criteria apply.
(2)
On 8 April 2017, certain share options were assigned to Fabio Di Fede who, at the time, was an employee of a Company’s subsidiary. Fabio Di Fede was appointed director of the Company by the General Meeting on 16 April 2019.
Campari Group-Annual report for the year eneded 31 December 2021
l report at 31 December 2020
5.
Any use of the right to reclaim
The
short-term
cash
incentive
and
long-term
incentive
of
the
Executive
Directors
are
subject
to
the
malus
and
claw
back
provisions
laid
down
in
Article
2:135
(6)
and
(8)
of
the
Dutch
Civil
Code.
These
provisions
were
not
invoked in 2021.
6.
Derogations and deviations from the remuneration policy and from the procedure for its
implementation
For
the
Board
of
Directors’
2021
remuneration,
the
Company
did
not
deviate
from
the
procedure
for
the
implementation of the Remuneration Policy nor were any derogations applied.
7.
Comparative information on the change of remuneration and Company performance
The
following
table
shows
a
comparison
of
the
total
remuneration
of
Executive
Directors
and
Non-Executive
Directors over the last five years.
EBIT-adjusted (€/million)
EPS adjusted basic (€)
(2)
executive Director's remuneration
Robert Kunze-Concewitz
Chief
Executive
Officer
and
Executive
Director
Paolo Marchesini
Chief
Financial
Officer
and
Executive
Director
Fabio Di Fede
General
Counsel
and
Business
Development
Officer
and
Executive
Director
(1)
Please
note
that:
(
i
)
fiscal
years
are
the
basis
for
the
compensation
of
the
subsequent
year;
(
ii
)
net
sales
shown
for
31
December
2017
have
been
restated
following
application
of
the
new
accounting
standard
IFRS
15-‘Revenue
from
contracts
with
customers’;
(
iii
)
Net
sales
as
of
31
December
2016
have
not
been
restated according to accounting standard IFRS 15-‘Revenue from contracts with customers.
(2)
‘EPS adjusted basic’ means: Basic earnings per share adjusted.
(3)
CAGR was calculated limited to fiscal years 2019, 2020, and 2021.
Luca Garavoglia
Non-Executive Director and Chairman
Alessandra Garavoglia
Non-Executive Director
Catherine Gerardin-Vautrin
Non-Executive
Director
and
Member
of
the
Control
and
Risks
Committee and the Remuneration and Appointment Committee
Eugenio Barcellona
Non-Executive
Director
and
Member
of
the
Control
and
Risks
Committee and the Remuneration and Appointment Committee
Michel Klersy
Non-Executive Director
Fabio Facchini (
1
)
Non-Executive Director
and Member of the Control and Risks Committee
Annalisa Elia Loustau
Non-Executive Director
and
Member
of
the
Control
and
Risks
Committee
and
the
Remuneration and Appointment Committee
(1)
Fabio Facchini was appointed as Non-Executive Director on 18 September 2020.
Campari Group-Annual report for the year eneded 31 December 2021
l report at 31 December 2020
8.
Internal pay ratio
In
line
with
Article
2:135b(3)
of
the
Dutch
Civil
Code
and
Best
Practice
Provision
3.4.1
DCGC,
the
internal
pay
ratio
is
an
important
input
for
determining
the
Remuneration
Policy
for
the
Board
of
Directors.
In
the
absence
of
prescribed
methodologies
in
the
Dutch
Civil
Code
and
the
DCGC,
for
the
financial
year
2021
we
chose
to
calculate
the
internal
pay
ratio
as
the
total
Chief
Executive
Officer
compensation
(i.e.
including
base
salary
and
variable
remuneration)
divided
by
the
average
employee
compensation
of
all
employees
of
the
Company.
For
2021,
the
internal pay ratio is in line with the Company’s acceptable bandwidths.
Average remuneration on a full-time equivalent basis of employees
71
Average remuneration of employees on a FTE basis(€)
Internal pay ratio Chief Executive Officer
72
Robert Kunze-Concewitz
Chief Executive Officer and Executive Director
(1)
Pro forma pay ratio including the accrual for the last mile long-term incentive scheme with retention purposes was 117.8.
9.
Information on shareholder vote
No
further
changes
to
the
remuneration
report
have
been
made
following
the
positive
voting
outcome
on
last
year’s
report.
Furthermore
the
negative
advisory
votes
cast
on
the
remuneration
report
last
year
were
made
by
certain
shareholders
without
justification,
thus
not
allowing
the
Company
to
address
possible
suggestions.
The
Company still intends to consider the advisory vote going forward if and when feasible and appropriate.
71
The
Company’s
employees
average
remuneration
is
calculated
taking
into
account
all
the
remuneration
components,
such
as:
base
salary,
and
where
applicable:
(
i
)
short-term
incentive,
(
ii
)
mid-term
incentive;
and
(
iii
)
long-term
incentive
(measured
on
the
basis
of
the
fair
value
of
the
incentive
plan
defined
at
the
grant
date,
allocated
pro-rata
over
the
vesting
period,
multiplied
by
the
number
of
options
granted,
as
represented
in
the
Company
financial
statements).
The
values
reported
in
the
remuneration
report
at
31
December
2021
from
2017
to
2020
have
been
recalculated
on
the
basis
of
the
methodology
described
to
be consistent with the 2021 values.
72
The
Chief
Executive
Officer’s
remuneration
is
calculated
taking
into
account
all
the
remuneration
components,
such
as:
base
salary,
and
where
applicable:
(i)
short-term
incentive,
(ii)
mid-term
incentive;
and
(iii)
long-term
incentive.
Components
sub
(ii)
and
(iii)
are
measured
on
the
basis
of
the
fair
value
of
the
outstanding
incentives
(cash
incentives
or
share
options
incentive)
accrued
under
IFRS
(the
amount
set
aside
in
the
2021
financial
statement
is
linked
to
the
relevant
mid/long
term
incentive
plans).
Starting
from
the
remuneration
report
at
31
December
2021
pay
ratios
have
been
recalculated
as
the
CEO's
total
remuneration
accrued
divided
by
the
average
remuneration
of
employees
in
each
year
from
2017
to
2021.
This
approach
is
deemed
in
line
with
the
best
market
practice.
Campari Group-
Annual report for the year ended 31 December 2021
Statement and Responsibilities in respect to the annual report
Statement by the Board of Directors
Based
on
the
assessment
performed,
the
Board
of
Directors
believes
that,
as
of
31
December
2021,
the
Group's
and the Company's internal control over financial reporting is considered effective and that:
-
the
Control
and
Risks
Committee
and
Internal
Audit
Function
paragraphs
provide
sufficient
insights
into
any
failings in the effectiveness of the internal risk management and control systems;
-
the
internal
risk
management
and
control
systems
are
designed
to
provide
reasonable
assurance
that
the
financial
reporting
does
not
contain
any
material
inaccuracies
(please
refer
to
paragraph
‘Risk
management
and Internal Control System’ of the governance section);
-
based
on
the
current
state
of
affairs,
it
is
justified
that
the
financial
reporting
is
prepared
on
a
going
concern
basis
(please
refer
to
note
3-‘Accounting
information
and
policies’
of
both
consolidated
and
Company
only
financial statements at 31 December 2021); and
-
the
management
board
report
states
those
material
risks
and
uncertainties
that
are
relevant
to
the
expectation
of
the
Company’s
continuity
for
the
period
of
twelve
months
after
the
preparation
of
the
report
(please refer to paragraph ‘Full year 2021 conclusion and outlook’ of the management board report).
23 February 2022
Luca Garavoglia
Chairman
Robert Kunze-Concewitz
Executive Director and Chief Executive Officer
Campari Group-
Annual report for the year ended 31 December 2021
Responsibilities in respect of the annual report
The
Board
of
Directors
is
responsible
for
preparing
the
annual
report
in
accordance
with
Dutch
law
and
International
Financial
Reporting
Standards
as
issued
by
the
International
Accounting
Standards
Board
and
as
adopted by the European Union (EU-IFRS).
In
accordance
with
Section
5:25c,
paragraph
2
of
the
Dutch
Financial
Supervision
Act,
the
Board
of
Directors
states that, to the best of its knowledge:
-
the
financial
statements
as
included
in
this
report,
provide
a
true
and
fair
view
of
the
assets,
liabilities,
financial
position and profit or loss for the year of the Company and its subsidiaries;
-
the
management
board
report
provides
a
true
and
a
fair
view
of
the
position
at
the
balance
sheet
date
and
developments
during
the
year
of
the
Company
and
its
subsidiaries,
together
with
a
description
of
the
principal
risks and uncertainties that the Company and the Group face.
23 February 2022
Board of Directors:
Luca Garavoglia
Chairman
Robert Kunze-Concewitz
Executive Director and Chief Executive Officer
Paolo Marchesini
Executive Director and Chief Financial Officer
Fabio Di Fede
Executive Director and Group General Counsel and Business Development Officer
Alessandra Garavoglia
Non-Executive Director
Eugenio Barcellona
Non-Executive Director
Annalisa Elia Loustau
Non-Executive Director
Catherine Gérardin-Vautrin
Non-Executive Director
Michel Klersy
Non-Executive Director
Fabio Facchini
Non-Executive Director
Campari Group-Annual report at 31 December 2021
l report at 31 December 2020
Intentionally blank page
Campari Group-Annual report for the year ended 31 December
2021
Independent auditor’s report
303
Other information
Independent auditor’s report
Independent auditor’s report
To: the shareholders of Davide Campari-Milano N.V.
Report on the audit of the financial statements 2021
included in the
annual report
Our opinion
We have audited the financial statements for the year ended December 31, 2021 of
Davide Campari-Milano N.V. based in Amsterdam.
In our opinion
the accompanying financial statements give a true and fair view of the financial position of Davide
Campari-Milano N.V. as at December 31, 2021 and of its result and its cash flows for 2021 in accordance with
International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the
Dutch Civil Code.
The consolidated financial statements comprise:
•
The consolidated statement of financial position as at December 31, 2021
•
The following statements for 2021: the consolidated profit or loss, the consolidated statements of other
comprehensive income, cash flows and changes in shareholder’s equity
•
The notes comprising a summary of the significant accounting policies and
other explanatory information
The company financial statements comprise:
•
The statement of financial position at December 31, 2021
•
The following statements for 2021: the statements of profit or loss, other comprehensive income, cash flows and
changes in shareholder’s equity
•
The notes comprising a summary of the significant accounting policies and
other explanatory information
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.
Our responsibilities under those standards are further described in the Our responsibilities for the audit of the financial
statements section of our report.
We are independent of Davide Campari-Milano N.V. in accordance with the EU Regulation on specific requirements
regarding statutory audit of public-interest entities, the “Wet toezicht accountantsorganisaties” (Wta, Audit firms
supervision act), the “Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten” (ViO, Code of
Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence
regulations in the Netherlands. Furthermore we have complied with the “Verordening gedrags- en beroepsregels
accountants” (VGBA, Dutch Code of Ethics).
Campari Group-Annual report for the year ended 31 December
2021
Independent auditor’s report
304
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Campari Group-Annual report for the year ended 31 December
2021
Independent auditor’s report
305
Page 2
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our
opinion thereon. The following information in support of our opinion and any findings were addressed in this context, and
we do not provide a separate opinion or conclusion on these matters.
Our understanding of the business
Davide Campari-Milano N.V. and its subsidiaries are a major group in the global branded spirits industry, with a portfolio
of over 50 premium and super premium brands, marketed and distributed in over
190 markets around the world, with leading positions in Europe and the Americas. The group is structured in group
entities and we tailored our group audit approach accordingly. We paid specific attention in our audit to a number of
areas driven by the operations of the group and our
risk assessment.
We start by determining materiality and identifying and assessing the risks of material misstatement of the financial
statements, whether due to fraud or error in order to design audit procedures responsive to those risks and to obtain
audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
Materiality
€19 million (2020: €12 million)
Approximately 5% of Pre-tax income
We have considered which was the most important financial statements measure to
the users of the financial statements. In this respect,
we concluded that for a profitable listed group the starting point is an earning -based
measure, specifically the pre-tax income.
We have also taken into account misstatements and/or possible misstatements that in our opinion are material fo
r the
users of the financial statements for qualitative reasons.
We agreed with the control and risks committee that misstatements in excess of €0.8 million, which are identified during
the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative
grounds.
Scope of the group audit
Davide Campari-Milano N.V. is at the head of a group of entities. The financial information of this group is included in the
consolidated financial statements.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing
the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for
group entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected
group entities for which an audit or review had to be carried out on the complete set of financial information or specific
items.
Campari Group-Annual report for the year ended 31 December
2021
Independent auditor’s report
306
Page 3
Our group audit mainly focused on significant group entities. Group entities are considered significant components either
because of their individual financial significance or because they are likely to include significant risks of material
misstatement due to their specific nature or circumstances. All such significant group entities (comprising 29 entities)
were included in the scope of our group audit
and 6 components have been subject to risk-based analytics.
In establishing the overall approach to the audit, we determined the type of work that is needed to be
done by us, as group auditors, or by component auditors from Ernst & Young Global member firms and
operating under our instructions. The following matters are audited directly by the group audit team:
•
The group audit team audited the group consolidation, financial statements and disclosures and the audit of the
following key audit matters:
•
Valuation of goodwill and brands with indefinite useful life
•
Revenue Recognition, including adjustments for discounts and deferred incentives
•
The group audit team shared detailed instructions to all components’ auditors for the entities in scope, including key
risk areas
and the group audit team reviewed their deliverables.
Because of the continuing (international) travel restrictions and social distancing due to the COVID-19 pandemic, we
needed to restrict or have been unable to visit management and/or component auditors to discuss, among others, the
business activities and the identified significant risks or to review and evaluate relevant parts of the component auditor’s
audit documentation and to discuss significant matters arising from that evaluation on site. In these circumstances we
predominantly used communication technology and written information exchange e.g. intensified communication with
component teams, requiring more granular reporting, performing audit procedures centrally, et cetera in order to obtain
sufficient and appropriate audit evidence.
In total these procedures represent 99,7% of the group’s total assets and 99,4% of sales.
Sales
Total assets
By performing the procedures mentioned above at components of the group, together with additional procedures at
group level, we have been able to obtain sufficient and appropriate audit evidence about the group’s financial
information to provide an opinion about the consolidated financial statements.
Campari Group-Annual report for the year ended 31 December
2021
Independent auditor’s report
307
Page 4
Teaming, use of specialists
We ensured that the audit teams both at group and at component levels included the appropriate skills and competences
which are needed for the audit of a listed client in the consumer products industry.
We included specialists in the areas of actuarial services, climate and sustainability, IT audit, forensics, treasury and risk,
valuation and business modelling and income tax.
Our focus on climate risks and the energy transition
Climate objectives will be high on the public agenda in the next decades. Issues such as CO
2
reduction impact financial
reporting, as these issues entail risks for the business operation, the valuation of assets (stranded assets) and provisions
or the sustainability of the business model and access to financial markets of companies with a larger CO
2
footprint.
As part of our audit of the financial statements, we evaluated the extent to which climate-related risks and the possible
effects of the energy transition are taken into account in estimates and significant assumptions as well as in the design of
relevant internal control measures by Davide Campari-Milano N.V. As disclosed in the consolidated financial statements
under note 3 III Use of estimates and climate related matters,
which may affect the fair value measurement of assets and
liabilities in the financial statements, has been considered. These risks in respect of climate-related matters are included
as key assumptions where they materially impact the measure of the recoverable amount.
Furthermore, we read the
management board report and considered whether there is any material inconsistency between the non-financial
disclosure and the
financial statements.
Our audit procedures to address the assessed climate-related risks and the possible effects of the energy transition did
not result in a key audit matter. However, we describe the audit procedures responsive to the assessed risk related to the
impairment of
goodwill and brands with indefinite useful life
in the description of our audit approach for the key audit
matter
Our focus on fraud and non-compliance with laws and regulations
Our responsibility
Although we are not responsible for preventing fraud or non-compliance and we cannot be expected to detect non-
compliance with all laws and regulations, it is our responsibility to obtain reasonable assurance that the financial
statements, taken as a whole, are free from material misstatement,
whether caused by fraud or error.
Our audit response related to fraud risks
We identify and assess the risks of material misstatements of the financial statements due to fraud. During our audit we
obtained an understanding of the Davide Campari-Milano N.V. and its environment and the components of the system of
internal control, including the risk assessment process and management’s process for responding to the risks of fraud and
monitoring the system of internal control and how the control and risks committee exercises oversight, as well as the
outcomes. We refer to section
Non-Financial Disclosure of the management report for management’s fraud risk
assessment in which the control and risks committee reflects on this fraud risk assessment.
Campari Group-Annual report for the year ended 31 December
2021
Independent auditor’s report
308
Page 5
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk
assessment, as well as the code of conduct, whistle blower procedures and incident registration.
We evaluated the design and the implementation and, where considered appropriate, tested the operating effectiveness,
of internal controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to
financial reporting fraud, misappropriation of assets and bribery and corruption in close co-operation with our forensic
and legal specialists. We evaluated whether these factors indicate that a risk of
material misstatement due fraud is present.
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit
procedures and evaluated whether any findings were indicative of fraud or non-compliance.
As in all of our audits, we addressed the risks related to management override of controls and when identifying and
assessing fraud risks we presumed that there are risks of fraud in revenue recognition.
We identified the following fraud risks and performed the following specific procedures:
Presumed risks
of fraud in revenue recognition:
When identifying and assessing fraud risks we presume that there are risks of fraud in revenue
recognition, including management override of controls.
The Group recognizes revenues when the customer gains the control of goods according to the
contract terms applicable to specific distribution channel.
The revenue recognized is based on the price provided in the agreement, net of discounts or
estimated deferred incentives granted in line with industry practice.
The estimate of discounts and deferred incentives due to customers in relation to sales for the year
are recognized according to customer agreements and
historical experience.
Considering the high volume of sales transactions, through different distribution channels, the
significance of the estimate of discounts and deferred incentives,
and the complexity due to the number of variable agreement terms for different customers, we
assessed this matter as a fraud risk and key audit matter.
We describe the audit procedures responsive to the presumed risk of fraud in revenue recognition in
the description of our audit approach for the key audit matter
Revenue Recognition, including adjustments for discounts and deferred incentives
We considered available information and made enquiries of relevant executives, directors (including internal audit, legal,
compliance, human resources and regional directors) and risk and the control and risks committee.
Campari Group-Annual report for the year ended 31 December
2021
Independent auditor’s report
309
Page 6
Our audit response related to risks of non-compliance with laws and regulations
We assessed factors related to the risks of non-compliance with laws and regulations that could reasonably be expected
to have a material effect on the financial statements from our general industry experience, through discussions with the
management board, reading minutes, inspection of internal audit and compliance reports and performing substantive
tests of details of classes of transactions, account balances or disclosures to the financial statements.
We also inspected lawyers’ letters and correspondence with regulatory authorities and remained alert to any indication of
(suspected) non-compliance throughout the audit. Finally we obtained written representations that all known instances of
non-compliance with laws and regulations have been disclosed to us.
Our audit response related to going concern
As disclosed in section Going concern in 3 III to the financial statements, Management made a specific assessment of the
company’s ability to continue as a going concern and to continue its operations for at least the next 12 months.
We discussed and evaluated the specific assessment with management exercising professional judgment and maintaining
professional skepticism. We considered whether management’s going concern assessment, based on our knowledge and
understanding obtained through our audit of the
financial statements or otherwise, contains all events or conditions that may cast significant doubt on the company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion.
Based on our procedures performed, we did not identify serious doubts on the entity’s ability to continue as a going
concern for the next 12 months.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events
or conditions may cause a company to cease to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements. We have communicated the key audit matters to control and
risks committee. The key audit matters are not a comprehensive reflection of all matters discussed.
In comparison with previous year, our key audit matters did not change.
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Valuation of goodwill and brands with indefinite useful life
Note 4i, Note 4 vi and Note 7 v in the annual report
Valuation of goodwill and brands with indefinite useful life are impacted by the same risk and
procedures so we have combined them in one.
At December 31, 2021, the recorded amount of goodwill and brands with indefinite useful life was
€
1,416.3 million and €
1,354.1 million, respectively.
Financial statements disclosures related to the valuation of goodwill and brands with indefinite
useful life are reported in the note 7 v “Intangible assets” which describes the composition of the
value as at December 31, 2021 as well as the CGU
(Cash Generating Unit) allocation process and the methodology applied to assess the recoverable
amount of assets, and in particular the valuation methodology and assumptions used, and the
sensitivity analysis performed on the recoverable amount upon the modification of the main
assumptions.
The processes and the methodologies for the evaluation and calculation of the recoverable
amount of goodwill and brands is based on assumptions that imply management judgment, with
particular reference to the expected cash flows, included in the 2022 budget and the strategic plan
for 2023-2025.
These are prepared by the operating companies and approved by the board of directors of Davide
Campari-Milano N.V. For the period beyond the five-year plans management has determined an
appropriate long-term growth and discount rate to be applied to the cash flow forecasts.
Additionally the five-year cash flow plan was extrapolated on a ten
‐
year basis. The use of a
ten
‐
year forecast period was justified by the extension of the life cycle of the brands in the
reference market, as well as the length of the maturing process of certain brands in some CGUs.
Considering the significance of the amount in the financial statements, the level of judgement in
the assessment of the methodologies and assumptions adopted to determine the recoverable
amount of goodwill and brands with indefinite useful life, we assessed this matter as a Key audit
matter.
Our audit procedures related to the key audit matter included, amongst others:
i.
The analysis of the processes and key controls implemented by the company in connection to the
valuation of goodwill and brands with indefinite useful life, as identified in the impairment test
procedures approved by the board of directors
ii.
The assessment of the CGU allocation process, the analysis of the adequacy of the allocation to
each CGU of assets and liabilities
iii.
The analysis of the independent expert report that supported the Group in the impairment test
iv.
The assessment of the quality of the forecasts as compared to the historical accuracy of the
previous forecasts
v.
The assessment of the criteria used in the determination of
the long-term growth and the discount rates
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Valuation of goodwill and brands with indefinite useful life
Note 4i, Note 4 vi and Note 7 v in the annual report
Our procedures were performed with the support of our experts in valuation techniques, that
assessed the methodologies applied, the mathematical accuracy of the calculation models, and we
reperformed a sensitivity analysis on
the key assumptions in order to identify the changes in assumptions that could have a significant
impact on the determination of the recoverable amount.
Lastly, we assessed the adequacy of the disclosure provided in the explanatory notes to the
consolidated financial statements.
The assumptions relating to the impairment model are within acceptable
ranges and we agree with management’s conclusions. Furthermore, we concluded that the disclosures
in the consolidated financial statements are appropriate and adequate.
Revenue Recognition, including adjustments for discounts and deferred incentives
Note 4 xvii and Note 6 ii in the annual report
The Group recognizes revenues when the customer gains the control of goods according to the
contract terms applicable to specific distribution channel.
The revenue recognized is based on the price provided in the agreement, net of discounts or
estimated deferred incentives granted in line with industry practice.
The estimate of discounts and deferred incentives due to customers in relation to sales for the
year are recognized according to customer agreements and
historical experience.
Considering the high volume of sales transactions, through different distribution channels, the
significance of the estimate of discounts and deferred incentives,
and the complexity due to the number of variable agreement terms for different customers, we
assessed this matter as a key audit matter.
Financial statements disclosures related to revenue recognition, estimate of discounts and
deferred incentives are reported in note 4
xvii
“Significant accounting principles” in the paragraph
related to Revenues from sales and services.
The procedures designed to address the matter in our audit included, among others:
i.
Analysis of processes and key controls implemented by the Group
in connection with the estimate of discounts and deferred incentives
ii.
Test of key controls specifically related to the validation on contractual terms and information
related to sales
iii.
Substantive testing on a sample of sales transactions, estimate of discounts and deferred
incentives
iv.
Look-back analysis of prior year discount and deferred incentives estimate against actual results
and analysis of variances
v.
Substantive testing on a sample of sales transactions recognized
at year-end considering the different distribution channels
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Revenue Recognition, including adjustments for discounts and deferred incentives
Note 4 xvii and Note 6 ii in the annual report
Lastly, we assessed the adequacy, included in
note 4
xvii and note 6 ii,
of the disclosures in the
explanatory notes to the consolidated financial statements.
Based on the audit procedures performed, we did not identify any material misstatements in the
revenue reported and conclude that the disclosures in the financial statements are adequate.
Report on other information included in the annual report
The annual report contains other information in addition to the financial statements and
our auditor’s report thereon.
Based on the following procedures performed, we conclude that the other information:
•
Is consistent with the financial statements and does not contain material misstatements
•
Contains the information as required by Part 9 of Book 2 for the management board report and the other information
as required by Part 9 of Book 2 of the Dutch Civil Code as required by Sections 2:135b and 2:145 sub-section 2 of the
Dutch Civil Code for the remuneration report
We have read the other information. Based on our knowledge and understanding obtained through
our audit of the financial statements or otherwise, we have considered whether the other information contains material
misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 and Section 2:135b
sub-Section 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially
less than the scope of those performed in
our audit of the financial statements.
Management is responsible for the preparation of the other information, including the
management board report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information required by
Part 9 of Book 2 of the Dutch Civil Code. Management and the control and
risks committee are responsible for ensuring that the remuneration report is drawn up and published in accordance with
Sections 2:135b and 2:145 sub-section 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the control and risks committee as auditor of Davide Campari-Milano N.V. on July 27, 2020 as of the
a
udit for the year 2020 and have operated as statutory auditor ever since
that date.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific
requirements regarding statutory audit of public-interest entities.
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European
Single Electronic Reporting Format (ESEF)
Davide Campari-Milano N.V. has prepared the annual report in ESEF. The requirements for this are set out in the
Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single
electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report, prepared in the XHTML format, including the partially marked-up consolidated financial
statements, as included in the reporting package by Davide Campari-Milano N.V., complies in all material respects with
the RTS on ESEF.
Management is responsible for preparing the annual report, including the financial statements,
in accordance with the RTS on ESEF, whereby management combines the various components into
a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package
complies with the RTS on ESEF.
Our procedures, taking into account Alert 43 of the NBA (the Netherlands Institute of
Chartered Accountants), included amongst others:
•
Obtaining an understanding of the entity’s financial reporting process, including the preparation of the reporting
package
•
Obtaining the reporting package and performing validations to determine whether the reporting package containing
the Inline XBRL instance document and the XBRL extension taxonomy files,
has been prepared in accordance with the technical specifications as included in the RTS on ESEF
•
Examining the information related to the consolidated financial statements in the reporting package to determine
whether all required mark-ups have been applied and whether these are in accordance with the RTS on ESEF
Description of responsibilities regarding the financial statements
Responsibilities of management and control and risks committee for the financial
statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with EU-
IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as
management determines is necessary to enable the preparation of the financial statements that are free from material
misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, management is responsible for assessing the company’s ability to
continue as a going concern. Based on the financial reporting frameworks mentioned, management should prepare the
financial statements using the going concern basis of
accounting unless management either intends to liquidate the
company or to cease operations, or has no realistic alternative but to do so. Management should disclose events and
circumstances that may cast significant doubt on the company’s ability to continue as a going concern in the financial
statements.
The control and risks committee is responsible for overseeing the company’s financial reporting process.
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Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate
audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all
material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The
materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified
misstatements on our opinion.
We have exercised professional judgment and have maintained professional skepticism throughout the audit, in
accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. The Information in
support of our opinion section above includes an informative summary of our responsibilities and the work performed as
the basis for our opinion.
Our audit further included among others:
•
Performing audit procedures responsive to the risks identified, and obtaining audit evidence that is sufficient and
appropriate to provide a basis for our opinion
•
Obtaining an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company’s internal control
•
Evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management
•
Evaluating the overall presentation, structure and content of the financial statements,
including the disclosures
•
Evaluating whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation
Communication
We communicate with the control and risks committee regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant findings in internal control that we identify during our
audit.
In this respect we also submit an additional report to the control and risks committee in accordance with Article 11 of the
EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in
this additional report is consistent with our audit opinion in this auditor’s report.
We provide the control and risks committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with the control and risks committee we determine the key audit matters: those matters
that were of most significance in the audit of the financial statements.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, not communicating the matter is in the public interest.
Rotterdam, February 23, 2022
Ernst & Young Accountants LLP
signed by P.W.J. (Pieter) Laan
Campari Group-Annual report at 31 December 2020
Company only financial statements
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Campari Group-Annual report at 31 December 2020
Company only financial statements
317
Davide Campari-Milano N.V.
Official seat: Amsterdam, The Netherlands - Dutch Companies’ Register n. 78502934
Corporate address: Via F. Sacchetti, 20 - 20099 Sesto San Giovanni (Milan), Italy
Share capital: €
11,616,000.00
fully paid in
Fiscal Code and Milan Companies’ Register n. 06672120158 - VAT n. IT06672120158
Investor Relations
investor.relations@campari.com