FSN Capital Environmental, Social and Governance report 2018 Building Resilient Companies

 
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FSN Capital Environmental, Social and Governance report 2018 Building Resilient Companies
FSN Capital
Environmental, Social and Governance report 2018
Building Resilient Companies

BUILDING RESILIENT COMPANIES
FSN Capital Environmental, Social and Governance report 2018 Building Resilient Companies
FSN Capital Environmental, Social and Governance report 2018 Building Resilient Companies
About FSN Capital
                                   and the FSN Funds

              Established in 1999, FSN Capital Partners («FSN Capital») is a Northern
              European private equity advisor. We advise the FSN Capital Funds («FSN
              Funds»), which currently consist of four active Funds with a total commit-
              ted capital of €2 billion. The Funds focus on making control investments in
              companies operating in the Nordic and DACH regions with enterprise values
              between €50 million and €300 million.

              The FSN Funds, with the support of FSN Capital, offer portfolio companies a
              clear value proposition: The potential to transform into more competitive, in-
              ternational and resilient entities during FSN Fund´s period of ownership. The
              FSN Funds are supported by a broad range of leading international institutions
              that share a long-term perspective. The investors provide long-term capital that
              allows time to implement the transformation initiatives and create sustainable,
              lasting and value-added change within the portfolio companies. We are com-
              mitted to taking a responsible approach when interacting with the portfolio
              companies, advisors, investors, local communities and the environment. FSN
              Capital seeks to act with the highest level of integrity.

              At the core of how we operate is the FSN Capital Ethos;
              «We are decent people making a decent return in a decent way».

       FSN FUNDS HAVE INCREASED                                  2 OUT OF 3 NEW EXECUTIVE
      # OF EMPLOYEES BY 33% IN 2018                            ADVISORS IN 2018 WERE FEMALE

         MORE THAN €470 MILLION
                                                               1 OUT OF 3 NEW INVESTMENT
       RETURNED TO THE INVESTORS
                                                            TEAM MEMBERS IN 2018 WERE FEMALE
         FROM FSN FUNDS IN 2018

     AVERAGE REVENUE INCREASE OF                             AVERAGE EBITDA INCREASE OF 3%
  14% ACROSS PORTFOLIO COMPANIES IN                          ACROSS PORTFOLIO COMPANIES IN
          FSN FUNDS IN 2018                                         FSN FUNDS IN 2018

BUILDING RESILIENT COMPANIES                                                                     3
FSN Capital Environmental, Social and Governance report 2018 Building Resilient Companies
«We are decent people making
       a decent return in a decent way»

   By investing with purpose, FSN Funds have
 realized in excess of 3x ROI and above 30% IRR,
       by building sustainable companies.

  As such, FSN Funds are contributing to the
welfare of 11 million workers and pensioners and
       100,000 researchers and students.

    In this report we will take you through
  Who we are, What we do and How we do it.
FSN Capital Environmental, Social and Governance report 2018 Building Resilient Companies
Table of Content
About FSN Capital and the FSN Funds				                                     4
Letter from our Founder					                                                7
Letter from our Chairman					                                               10

1. FSN CAPITAL – WHO WE ARE					                                            12

2. FSN CAPITAL – WHAT WE DO					                                            22

3. FSN CAPITAL – HOW WE DO IT				34

4. STATUS – ESG DEVELOPMENTS IN PORTFOLIO COMPANIES		39

Saferoad			40                                        Fibo              56

Chip			                                     42       Fitness World     58

Sneakersnstuff		                            44       EET Europarts     60

Mørenot			                                  46       Kjell & Company   62

Gram			48                                            Vita              64

Holmbergs			 50                                      Skamol            66

Active Brands			                            52       Aura Light        68

Roplan			54

5. FSN CAPITAL – «DECENT PEOPLE
MAKING A DECENT RETURN IN A DECENT WAY»
                                        74

Appendix I –    FSN CAPITAL’S VALUES                                   78

Appendix II –   CODE OF CONDUCT FOR FSN CAPITAL                        79

Appendix III – FSN CAPITALS’ CODE OF CONDUCT - SHORT VERSION           84

Appendix IV – THE TEN PRINCIPLES OF THE UN GLOBAL COMPACT              85

Appendix V –    FSN CAPITAL’S WHISTLEBLOWER POLICY                     86

Appendix IV – FSN CAPITAL’S LIST OF STANDARD POLICIES                  89
FSN Capital Environmental, Social and Governance report 2018 Building Resilient Companies
Our ultimate clients

         European          Norwegian           Swedish
       Steel workers   Municipality workers   Pensioners

UK                                                            Asian
Pensioners                                                 students

US Medical                                      South-East Asian
researchers                                             citizens

US Public                                             Australian
Employees                                                Nurses

                                                       Australian
US Students
                                                      Pensioners

US High-Tech                                      Middle Eastern
workers                                                  citizens
FSN Capital Environmental, Social and Governance report 2018 Building Resilient Companies
Letter from our Founder

At FSN Capital we are privileged to serve 11 mil-
lion workers, pensioners and students by mak-
ing a meaningful contribution to their pensions,
through generating superior returns on their sav-
ings. At the end of 2018, our realized returns stand
at 3.1x ROI and 34% IRR.

Moreover, we generate these returns by building                                             Photo: Erik Burås
stronger, more resilient companies that enhance
financial performance, create employment in good
and healthy working environments and make a            democratic rights, access to food, healthcare and
meaningful contribution to the local communities       education, and in which the general population
they touch, as well as society at large.               have labour and human rights protection. This of
                                                       course, is only achievable in a healthy biosphere,
The core of this achievement is good governance        without which there is no life. These are all the
aimed at driving our companies to even better fi-      goals of UN SDGs (Figure 1).
nancial performance, as well as towards the UN
Sustainability Goals, (UN SDGs).                       Driving our portfolio companies towards these
                                                       goals is therefore very much part of securing an
Navigating towards the UN SDGs are in many             environment in which we can continue to deliver
ways self-serving. As a Firm, we depend on a pre-      outstanding returns for decades to come.
dictable and healthy investment environment, and
our portfolio companies depend on a strong and         Our efforts to address ESG factors and work to-
healthy economy to thrive. Such investment en-         wards UN SDGs has become an integral part of
vironments and economic climates grow out of           our governance approach to secure improved fi-
transparent societies, predicated on equal oppor-      nancial performance and mitigate risk. As such,
tunities for all, be it through freedom of speech,     we last year introduced a new and improved stand-

BUILDING RESILIENT COMPANIES                                                                                    7
FSN Capital Environmental, Social and Governance report 2018 Building Resilient Companies
Figure 1: The interconnected nature of the UN SDGs

       Source: Azote Images for Stockholm Resilience Centre

8                                                             FSN CAPITAL ESG REPORT
FSN Capital Environmental, Social and Governance report 2018 Building Resilient Companies
«In 2078, when I turn 75 years old, I will
                                              probably spend the day with my children. Maybe they
                                                will ask me about you. About why you did not do
                                                       anything while there was still time?»
                                                          GRETA THUNBERG, 15 YEARS OLD

ard framework across the portfolio companies                               I would like to conclude with a poignant reminder
and their supply chains. As you will see from this                         of how we need to listen carefully to the next gen-
report, this is helping us systemize and focus the                         eration. «In 2078, when I turn 75 years old, I will
continuous improvement necessary to reach the                              probably spend the day with my children. Maybe
relevant UN SDGs.                                                          they will ask me about you. About why you did
                                                                           not do anything while there was still time?»
A common framework for all portfolio companies
is also facilitating cooperation among them. For                           Addressing Greta’s concern, we will in 2019 in-
example, last fall, Kjell & Company and Active                             corporate a standard climate module in our ESG
Brands, who both source out of China, conducted                            Framework inspired by the Taskforce on Cli-
a joint anti-corruption training session in Shang-                         mate-related Financial Disclosures (TCFD).
hai. This year we will raise the bar on the Environ-
ment.                                                                      We hope you will enjoy reading this year’s ESG
                                                                           Report, learning more about how we continue to
      Watch on youtube:
                                                                           contribute to the welfare of our ultimate clients,
      Greta Thunberg, 15 years old. Addressing UN Climate Change           by generating superior returns, while contributing
      Conference in Katowice, Poland, December 2018.
      https://www.youtube.com/watch?v=VFkQSGyeCWg                          to a sustainable world with a healthy investment
                                                                           climate.

                                                                                                        Frode Strand-Nielsen
                                                                                                          Managing Partner
                                                                                                        FSN Capital Partners

BUILDING RESILIENT COMPANIES                                                                                                     9
FSN Capital Environmental, Social and Governance report 2018 Building Resilient Companies
Letter from our Chairman

     EVEN BIGGER CHALLENGES AHEAD OF US
     When reading this report, I hope you share my
     impression that FSN Capital is making good pro-
     gress in the way we publish metrics related to the
     Environmental, Social and Governance standards
     that we are applying. Our first ESG report in 2014
     was intentional, showing our dedication to take
     the ESG dimensions of our business seriously. The
     current report is more concrete and serves even        One area where we definitively have a way to go
     better as a tool for keeping us accountable to all     is the understanding and adoption of climate risk.
     our stakeholders.                                      There is so much evidence, as last illustrated by
                                                            the United Nations Intergovernmental Panel on
     Why are the ESG factors so important to FSN            Climate Change (IPCC) report from October last
     Capital, our portfolio companies and for our in-       year, that climate change represents an existential
     vestors? The simple answer is that controlling those   threat to our lives on the planet. With continued
     factors is about prudent management of risk. Our       rise in global temperature, we may reach a tipping
     time horizon for investments is very long because      point where changes in the climate systems get ir-
     we also need to consider the time horizon of the       reversible. Impacts on climate changes today are
     future owners of the business. The long investment     more severe than expected one and two decades
     horizon means that the extra financial risks become    ago.
     crucial. Among those are how portfolio companies
     interact with societies, their customers, their em-    Even with radical measures to curb carbon emis-
     ployees and the environment. Short-term gains in       sions and a higher likelihood of keeping global
     some areas can become long-term liabilities.           warming well below 2°C, as was the agreed ob-
     We think that investment management and risk           jective of the Paris Agreement signed in 2016, we
     management are two sides of the same coin. It          will continue to see severe worsening in the phys-
     doesn’t make much sense to assess the actual re-       ical environment. This alone will challenge most
     turn delivered or expected for the future without a    businesses across locations and sectors. The other
     simultaneous assessment of the risk involved. Con-     key risk factor, the transitional risk, also has a po-
     trolling risk means higher consistency in returns.     tentially large impact for most businesses. This in-
                                                            cludes the risk of rapid policy changes, like a fast
     Even with a more concrete and better ESG report        escalation to realistic carbon emission taxes, and
     than our former ones we are not fully satisfied. As    abrupt changes in consumer and employee pref-
     in the past – and in line with our mantra “posi-       erences and behavior. Lastly, technological risk –
     tive dissatisfaction” – we will continuously work to   like breakthrough of clean energy production and
     improve the quality of our work on ESG and our         application – may imply fundamental changes to
     reporting.                                             businesses.

10                                                                                         FSN CAPITAL ESG REPORT
As climate risk represent an existential threat to                                                                    been available, and they are now increasingly de-
               our civilization, we are also witnessing in paral-                                                                    manding this. Governments are also raising the bar
               lel that the rise of populism and nationalism are                                                                     on transparency and our portfolio companies will
               challenging the political order and social stability                                                                  naturally be affected. We are presenting the key el-
               of many liberal democracies. Climate changes are                                                                      ements in our portfolio in this report in Chapter 4.
               already causing immigration flows. Some measures
               taken to curb carbon emissions, like petrol taxes in                                                                  Disclosure of information will from 2019 not only
               France, contributes to social upheaval. While mit-                                                                    include established measures, as the carbon foot-
               igating climate changes demand global, over-na-                                                                       print, but also how companies work at the board
               tional solutions and the ability to find common                                                                       and top management level to understand and deal
               ground across national borders, the trends towards                                                                    with climate risk. Companies will be required to de-
               populism goes in the opposite direction.                                                                              velop various scenarios for climate change, one of
                                                                                                                                     them must be a scenario where strong policy meas-
               This illustrates the complexity of facing the climate                                                                 ures and technological progress ensures that the Par-
               changes. There are no simple solutions. As climate                                                                    is Accord objective on global warming is met.
               change can be seen as the worst market failure ever,
               a key element of the solution is to price the exter-                                                                  The figure below illustrates how climate change
               nal effects. Carbon emission taxes where the rev-                                                                     may impact revenues, bottom line and balance
               enue is delivered back to the population on a per                                                                     sheets of companies. It categorizes the various el-
               capita basis will have a positive effect on income                                                                    ements companies should have in mind. But we
               distribution and potentially build support for cli-                                                                   should not lose sight of the right-side of the fig-
               mate actions. But much more change is needed.                                                                         ure – a scenario of successfully dealing with glob-
               In one way or another all businesses around the                                                                       al warming that also include enormous business
               globe will be impacted.                                                                                               opportunities. In the low carbon economy, there
                                                                                                                                     is huge demand for many types of businesses. At
      Awareness of climate changes has pushed govern-                                                                                FSN Capital we are building competence to evalu-
      ments as well as investors to enhance the focus on                                                                             ate possible opportunities as well as increasing our
      how companies are adapting. To grasp the risk re-                                                                              awareness of not investing in sectors and compa-
      lated to every company, investors need more gran-                                                                              nies that will face headwind when climate actions
Categories of required disclosures
      ular information
Climate-related           than whatand
                risks, opportunities hasfinancial
                                          historically
                                                  impact                                                                             are stepped up.
                   Transition risks                                                                                                               Opportunities

                  Policy and legal                                                                                                              Resource efficiency
                                                                                                                                                                                    Knut N. Kjær
                      Technology                                                                                                                  Energy source
                                                                                                                                                                                       Chairman
                                                                                       Risks                         Opportunities
                          Market                                                                                                                 Products/services
                                                                                                                                                                              FSN Capital Partners
                      Reputation                                                                                                                     Markets

                                                                                       Strategic planning and risk management                       Resilience
                    Physical risks

                           Acute

                         Chronic
                                                                                                  Financial impact

             Revenues                                                                                                                                 Assets & liabilities
                                                     Income statement                           Cash flow statement             Balance sheet
         Expenditures                                                                                                                                 Capital & financing

               Source: TFDC 2017 report on information requirement, a milestone in the global efforts to
Recommandations of the Task Force on Climate-related Financial Disclosure, June 2017                                                                                         !1
               come up with more clarity on climate related risks for all type of businesses.
1.
                                 FSN Capital – Who we are

     We believe that culture is the most important        We believe in setting the tone from the top.
     ingredient in driving the ESG agenda.                During a two-week onboarding program, all new
                                                          hires will get individual sessions with our Manag-
     To have culture you need to have values and          ing Partner and Chairman, focusing specifically
     values are merely codified behaviour. As such,       on our values, ethos and our responsibility to
     behaviour is what we are looking for.                society at large. The onboarding program also in-
                                                          cludes specific sessions on Code of Conduct, ESG
     We at FSN Capital do not make decent peo-            and internal controls. Spending time discussing
     ple - that credit goes to mothers and fathers. In    the benefits of responsible investment sends a
     recruiting new team members, we do however           strong signal to the new hire about the impor-
     go to great lengths to understand the values and     tance of ESG to our organisation. In essence, this
     the moral fabric of our candidates, in addition to   is about providing a solid start and a tool kit to
     their leadership and investment talent. We need      enable team members to surpass our expectations.
     to make sure that their values echo FSN Capital’s    It also emphasises that if we operate responsibly
     values. In addition to interviews and detailed       and implement sustainable practices, we mitigate
     conversations, we conduct thorough background        risk and drive higher returns for our investors.
     checks run by third party service providers on all
     new hires.

12                                                                                    FSN CAPITAL ESG REPORT
THE FSN CAPITAL ETHOS                          integrated, if there is a strong cultural fit
       FSN Capital operates with a clear ethos        with the FSN Capital team in terms of our
       that is encapsulated in one sentence:          ethos and values.

                                                      Decent return we define as an internal
       “We are decent people                          rate of return which substantially out-
       making a decent return                         performs that which our investors could
                                                      achieve by investing in the relevant small/
       in a decent way”.                              midcap listed shares index.

                                                      Generating this return in a decent way
       At FSN Capital, our ethos is expected to       we achieve by implementing the FSN
       be at the core of how we approach deci-        Governance Framework in all portfolio
       sion-making every day. The Partners of the     companies and by constantly encouraging
       firm deliberately promote a culture that       our individual team members to challenge
       encourages this ethos.                         decisions and behaviour by asking the
                                                      question: “Is this in line with our ethos?”
       By decent people we mean people of char-
       acter and integrity. New team members          The ethos is further reinforced through the
       can only be successfully on-boarded and        FSN Capital Values (Appendix I).

ETHICAL STANDARDS                                     »» Have contributed to systematic denial of basic
We strive to deliver trend shifts through trans-         human rights
forming portfolio companies into better and           »» Demonstrate a pattern of non-compliance with
more sustainable companies. We believe in build-         environmental regulations
ing resilient companies that can withstand the test   »» Have an unacceptably high greenhouse gas
of time.                                                 footprint and fail to take economically sensible
                                                         steps to reduce these emissions
That said, we have clear ethical standards and        »» Show a pattern of engaging in child labour or
exclusion criteria that always apply, regardless of      forced labour
their impact on potential returns. These standards    »» Produce weapons that, through their normal
are part of safeguarding our integrity and respon-       use, may violate fundamental humanitarian
sibility in the way we operate. The FSN Funds            principles (e.g. anti-personnel land mines,
shall not invest in companies that:                      production of cluster munitions, production of
                                                         nuclear arms)
                                                      »» Are directly related to the following industries:
                                                         Adult entertainment, tobacco, gambling and
                                                         alcohol.

BUILDING RESILIENT COMPANIES                                                                                 13
INTEGRATION OF ESG PRINCIPLES INTO
     THE INVESTMENT PROCESS
     FSN Capital has been a signatory of the UN
     PRI (United Nations Principles for Responsible
     Investment) since 2012.

     In 2005, our Chairman was among those invited           THE UN PRINCIPLES FOR
     by the UN Secretary at that time, Kofi Annan, to     RESPONSIBLE INVESTMENT (PRI)
     draft the UN Principles for Responsible Invest-
     ments (UN PRI). The end result was a set of                              1
     principles that naturally placed ESG factors into      We will incorporate ESG issues into
     the investment process, recognizing that ensur-      investment analysis and decision-making
     ing integrity is among the key success factors for                  processes.
     long-term investors.                                                     2
                                                          We will be active owners and incorporate
     Compliance with UN PRI’s six principles is a          ESG issues into our ownership policies
     natural part of an investment strategy to safe-                    and practices.
     guard and enhance the returns of the FSN Funds’
     portfolio investments.                                                  3
                                                            We will seek appropriate disclosure
     In line with the UN PRI, we have incorporated         on ESG issues by the entities in which
     ESG issues into every step of our decision-making                  we invest.
     processes.
                                                                            4
                                                             We will promote acceptance and
                                                          implementation of the Principles within
                                                                the investment industry.

                                                                              5
                                                             We will work together to enhance
                                                             our effectiveness in implementing
                                                                       the Principles..

                                                                             6
                                                            We will each report on our activities
                                                                       and progress.

14                                                                                FSN CAPITAL ESG REPORT
«The support from FSN Capital in matters relating
                         to ESG and business ethics is highly appreciated. It is a
                         pleasure to work with a private equity fund possessing
                                    a strong moral and ethical compass.»
                                         CFO FITNESS WORLD GROUP,
                                               NIELS MEIDAHL

BUILDING RESILIENT COMPANIES                                                         15
UN SUSTAINABLE DEVELOPMENT GOALS                     UN SDGs that are currently especially relevant
     We recognise that the private sector plays an        across the portfolio. As illustrated below, the
     integral part in solving the most urgent global      jurisdictions in which FSN Capital operates are
     challenges as best described by the UN Sustain-      already far advanced in their ESG efforts. Never-
     able Development Goals (UN SDGs). We will            theless, the Private Equity industry has an impor-
     ensure that we will do our utmost to help achieve    tant role in supporting change in scale and pace
     these broader objectives of society.                 as each country continues its journey towards the
                                                          UN SDGs. Our goal is to be at the forefront of
     In order to succeed over the long-term, it is        that change.
     important that we secure a good and predictable
     investment environment. This is dependent on         THE UN SDG INDEX
     a strong, resilient economy. To achieve this, we      #    COUNTRY                                      SCORE
     need healthy societies and this in turn is depend-
                                                           1    Sweden                                       85.0
     ent on a sustainable biosphere. Working towards
                                                           2    Denmark                                      84.6
     the UN’s SDGs is therefore also key for ensuring
                                                           3    Finland                                      83.0
     good returns for our investors.
                                                           4    Germany                                      82.3
                                                           5    France                                       81.2
     We have continued to map which of the UN
                                                           6    Norway                                       81.2
     SDGs are relevant for each of our portfolio com-
                                                           7    Switzerland                                  80.1
     panies and are monitoring their progress towards
     these goals. FSN Capital identified six of the 17     8    Slovenia                                     80.0
                                                           9    Austria                                      80.0
                                                           10   Iceland                                      79.7

                                                          Source: SDG index and Dashboards Report 2018

16                                                                                            FSN CAPITAL ESG REPORT
FSN Capital has identified 6 of the SDGs that are most relevant across the portfolio

         Zero Hunger

         Ensure healthy lives and
         promote well-being for
         all at all ages

         Promote inclusive and sustainable
         economic growth, employment
         and decent work for all

         Build resilient infrastructure,
         promote inclusive and sustain-
         able industrialization and foster
         innovation

         Make cities and human settle-
         ments inclusive, safe resilient and
         sustainable

         Ensure sustainable
         consumption and
         production patterns
DIVERSITY
     In an increasingly complex world, having teams        We are very committed to improving our gender
     with complementary skill sets and backgrounds is      diversity. In 2019, our goal is that at least 50%
     vital for success. Research shows that companies      of all new hires in the FSN investment team will
     with a more diverse workforce perform better fi-      be women. In addition, 50% of all new Portfolio
     nancially. The Private Equity industry is male-dom-   company board members and new FSN Executive
     inated. FSN Capital has continued to take action      Advisors should be women.
     to improve the balance and have set specific goals
     to achieve this. Some of the measures taken to
     date include setting clear targets for improvement,
     unconscious bias training for the Partners, co-op-
     eration with #HunSpanderer (#ShesGotThis) and
     implementing the parental leave rights and obliga-
     tions of our employees.

18                                                                                       FSN CAPITAL ESG REPORT
FSN Capital Partners                                             2014     2015      2016     2017   2018

Employees (FTEs)                                                  28       30        32       39     48

Percentage women versus men                                      25 %     27 %      28 %     28 %   33 %

Absenteeism                                                       1 %      1 %      1 %      3 %    1 %

Employee Satisfaction NPS                                        87 %     92 %      92 %     79 %   46 %

                «There is so much to be proud of in 2018, yet we had the poorest 360 review
           results since the inception of the survey. This is something I and the partner-group
              is taking extremely seriously. This positive dissatisfaction can be a great source
              of inspiration and energy. But, we must take care not to let this drive us over the
           top, to a point where the positive becomes a negative. In 2019, let's make sure we
                      celebrate our victories and achieve a better work / life balance.»

                                          FRODE STRAND -NIELSEN

BUILDING RESILIENT COMPANIES                                                                               19
DN («Dagens Næringsliv» - Today’s Business), July 16th, 2018

     Believing that more women is not good             - It’s a combination of the fact that wom-
     for business is as silly as dismissing glob-      en are more difficult to find and that you
     al warming, says leading finance profes-          need to communicate somewhat differently
     sional Morten Welo.                               to get them interested in private equity,
     Written by Kari Vartdal Riise                     and that there are simply less women than
                                                       men to choose from. Fewer women choose
     Managing Partner of the private equity firm       finance degrees, and just a small portion of
     FSN Capital, Frode Strand-Nielsen, was            them apply for positions in private eq-
     shocked when he realized how bad the              uity, says Morten Welo, COO and Part-
     gender balance was both in his firm and the       ner at FSN Capital.
     industry.                                         The private equity firm has 32 partners
     So far, FSN Capital has had more success in       and investment advisors. Of these, four are
     achieving gender balance in the portfo-           women.
     lio companies than internally.                    - There is a lot of academic research and

20                                                                                  FSN CAPITAL ESG REPORT
many reports that show that diversity          male candidates. Regarding private equity,
  increases profitability. You can choose not    she says:
  to believe it, of course, just as you can      - This is an extremely male-dominated in-
  choose not to believe in global warming.       dustry. They do not attract women, and few
  We at FSN Capital strongly believe that        women want to work in these cultures.
  diversity improves profitability so we are     - Women do not want a workplace
  working actively to increase both measures,    with only men. They become skeptical and
  says Welo, who is responsible for recruiting   ask themselves what they stand to gain
  at FSN Capital.                                there, says Stenberg

  Higher returns                                 Working with people
  The consulting firm McKinsey has found a       Morten Welo at FSN Capital believes the
  clear correlation between financial perfor-    private equity advisor would be an attrac-
  mance and women in management:                 tive work place for more women if they did
                                                 a better job communicating that working
  »» According to McKinsey, the return on        in private equity is largely about working
     equity is on average 47 per cent higher     with people.
     for companies with women in manage-         - Most processes in the business world are
     ment than in companies without              to a certain extent about spreadsheets and
  »» The operating margin is on average 55       analyses, but after that, relationship skills
     per cent higher in companies with wom-      are the most important part. It’s about
     en in management than in companies          communicating well, reading situations and
     without                                     people, and building trust.
                                                 This is important when FSN Capital meet
  Shy away from male-dominant companies          with founders and owners of family busi-
  Private equity funds such as FSN Capi-         nesses they wish to invest in.
  tal buy companies to develop and restruc-      Since last summer, three out of six new
  ture them, before selling them after owning    employees are women. Six out of 12 board
  them for some years.                           members recruited last year were women.
  - Our biggest challenge is that we are         - We must leave no stone unturned to
  in the private equity industry. A lot of       find more women, and we often have
  people don’t know about the industry, and      to send the recruiting agencies out the door
  we have not been able to communicate to        for another round, says Welo.
  women what it’s really like to work here,
  says Morten Welo, Partner at FSN Capital.
  FSN Capital has, among other initiatives,
                                                 https://www.dn.no/arbeidsliv/delt-arbeidsliv/likestilling/fsn-cap-
  hired head hunter Anna Stenberg and            ital/-det-er-ikke-sa-mange-kvinner-som-onsker-a-jobbe-i-disse-
  Women Executive Search to find more fe-        kulturene/2-1-360863

BUILDING RESILIENT COMPANIES                                                                                          21
2.
                                    FSN Capital – What we do

                                                                       ESG
                                                                    framework
                                                                                       Develop
                                                         Build
                                                                                    and implement
                                                     internal ESG
                                                                                       standard
                                                      knowledge         FSN             policies
                                                                    Capital's ESG
                                                                      building
                                                     Award best        blocks         Dedicated
                                                         ESG                         internal ESG
                                                     performers                          team
                                                                    Promote ESG
                                                                      globally

KEY ESG EFFORTS IN 2018                                                         each portfolio company by mapping, prioritising
2018 has also been a busy year for FSN Funds’                                   and monitoring key ESG aspects for each portfo-
portfolio companies in terms of ESG efforts.                                    lio company. Furthermore, the standard approach
                                                                                requires the portfolio companies to set both short
As mentioned in the 2017 report, the Norwegian                                  and long-term goals as well as identify relevant
law firm Selmer conducted a high-level review of                                KPIs to measure progress. The reporting format
key ESG risks for all portfolio companies during                                also fulfils the requirements of the EU directive
2017. All new portfolio companies have been re-                                 on non-financial reporting.
viewed as a part of the due diligence or onboard-
ing process. The review included benchmarking                                   As part of the process, a market review, com-
of existing compliance programmes against best                                  prising a sectoral and peer review also provided
practices in the relevant sector.                                               valuable insights into which ESG themes are most
                                                                                relevant and what level of performance is expect-
ESG FRAMEWORK                                                                   ed. Selecting only key risks and opportunities,
Our approach to ESG is commercially based and                                   i.e. those material both to stakeholders and the
the ESG strategy is an integral part of the value cre-                          Company, allows each Company to focus on ESG
ation strategy of each portfolio company. To ensure                             topics material to value creation. Setting long-
that our ESG efforts are effective, we will predom-                             term goals and breaking them down into short-
inantly focus on the most relevant ESG risks and                                term actions to regularly monitor progress is a
opportunities for a given portfolio company.                                    perfect fit with the FSN Execution Framework*.

So, building on last year’s review and to further                               The Chairman, CEO and FSN Capital point per-
align the portfolio companies’ ESG strategy with                                son for each portfolio company all participate in
the UN SDGs, we continue to apply our ESG                                       each stage of the process outlined below to ensure
framework. The framework is a standard ap-                                      accountability and that the right tone is set from
proach to build individualized ESG strategy for                                 the top.

* FSN Execution Framework is FSN Capital's framework for setting and executing on strategic goals. According to the FEF methodology, one
should not have more than 3-5 strategic goals, allowing for both management and Board of Directors to stay focused and committed.
ESG FRAMEWORK

      1        Action: Map ESG impacts through the value chain.
               Purpose: Create awareness and accountability beyond own business operations

   RAW MATERIAL SUPPLY          PRODUCTION OF GARMENTS                            MANAGEMENT AND MARKETING   STORES AND END-USE

      2        Action: Rate identified ESG aspects, based on importance to both stakeholders and to the Company
               Purpose: Prioritise based on stakeholders’ expectations, market trends and business critical areas.
                                    IMPORTANCE TO STAKEHOLDERS

                                                                 IMPORTANCE TO COMPANY

      3        Action: Define 3-5 key ESG goals, including short term actions and long-term strategy.
               Purpose: Continuous improvement towards the global ESG goals, one step at the time.

BUILDING RESILIENT COMPANIES                                                                                                      23
BUILDING INTERNAL ESG KNOWLEDGE                          and toolset to work in close collaboration with
     The FSN Governance Framework is founded on               the management team and Board of Directors to
     our long track record of driving the ESG agenda          continuously improve ESG efforts. Our standard
     in all of our portfolio companies, who are ulti-         approach is to identify best practices and stake-
     mately responsible for maintaining ESG stand-            holder expectations within the relevant industry.
     ards. Through our historically strong focus on           We then use this input to find the most up to
     ESG we have built up a great deal of knowledge           date tools necessary to effect change together with
     and experience which we have standardised and            the management team.
     apply systematically to all new investments. By
     this, FSN Capital is able to substantially mitigate      At FSN Capital, one of our most important
     risk, although this cannot be fully eliminated.          assets is our people. We invest significantly in the
                                                              education of our employees through the annual
     In order for deal teams in their capacity as board       seminars with Harvard Professors, the Global PE
     members to set the right tone from the top in            Alliance Academy, FSN Executive Framework
     all portfolio companies, we continue to build            seminar and internal best practice sharing. In
     our internal knowledge. In doing so, we aim to           addition, we run 1-1 coaching and training pro-
     give our deal teams the required competence              grammes as exemplified in the case study below:

                                          COACHING FOR PERFORMANCE

            In Private Equity, one is expected to have        impact. The program focuses on conduct-
            technical and analytical skills, as well as the   ing business like it is a marathon, and less
            ability to build trust and engagement with        of a sprint, and to use passion and com-
            LPs and management teams in current               mitment to achieve the best results.
            and potential portfolio companies. To
            ensure that their professionals have the          The team has expressed a considerable
            right skillset, FSN Capital started offering      increase in self-awareness and ability to
            performance coaching in 2016.                     prioritise with confidence when making
                                                              tough decisions since the introduction of
            The coaching program involves a delib-            the program.
            erate methodology to help teams build
            rapport, challenge, provide support and           Tim Farish, Leadership coach and advisor,
            advice, develop confidence and increase           Quickminds

24                                                                                          FSN CAPITAL ESG REPORT
FSN CAPITAL HAS A STRONG COMMITMENT TO ITS ESG STRATEGY

       In PwC’s view, FSN Capital has a strong         PwC has had the opportunity to work
       commitment to its ESG strategy. ESG             closely with FSN Capital and several of
       issues are always part of its pre-acquisition   its portfolio companies on a broad specter
       Due Diligence efforts, and FSN Capi-            of its ESG agenda, in particular within
       tal’s focus on ESG in their onboarding          anti-corruption and trade-sanctions com-
       of newly acquired portfolio companies is        pliance.
       strong. Expectations are clearly expressed
       and defined.                                    In detail, PwC has for example assisted in
                                                       designing company specific ESG policies,
       FSN Capital has a holistic approach             based on the ESG risk profile defined after
       when working with ESG issues which is           risk workshops with company manage-
       best practice (cf. figure below). We share      ment, and translated these policies into
       FSN Capital’s strong belief that roles and      all relevant languages for the relevant
       responsibilities should be defined within       company’s operations. We have not only
       the company, preventive systems imple-          performed ESG training to employees, but
       mented based on a performed ESG risk            also the company’s top management and
       assessment, controls enforced, breach of        Board of Directors. We have assisted with
       code of conduct sanctioned, mistakes            drafting training material in e-learning
       corrected, and learning points noted in the     programs, designed third party screening
       continuous improvement work. With this          procedures, performed actual trade-sanc-
       approach, the endless endeavor to uphold        tions screening on specific customers and
       and improve ESG standards is owned and          vendors, and advised FSN Capital on ESG
       driven forward by management in the             matters in transactions. All in close coop-
       portfolio companies.                            eration with the FSN Capital ESG team.

                                                       Pål Lønseth, Head of Compliance and Foren-
                                                       sic Services, PwC

                      Roles and     Preventive
                 responsibilities   systems

                    Follow-ups      Control and
                  and reactions     exposure

BUILDING RESILIENT COMPANIES                                                                         25
Internal ESG knowledge is built through our          agement of potential targets reaching out to FSN
     onboarding process for new hires. In addition, we    Capital as a new owner.
     conduct training sessions on specific ESG topics
     (both internal and external providers), facilitate   RFKennedy Compass holds annual conferences
     best-practice sessions and discuss ESG issues as     designed to help decision makers at public
     part of our monthly operating reviews.               and corporate pension funds, endowments, foun-
                                                          dations, sovereign wealth funds, and family
     We have established an internal ESG team with        offices fulfil their fiduciary duties and meet the
     responsibility for designing the FSN Governance      challenges of investing today. Each conference
     Framework, building internal knowledge and           gathers approximately 150 institutional investors
     supporting deal teams in their ESG work. In ad-      and asset managers who collectively oversee more
     dition to develop standard policies, the ESG team    than $7 trillion of assets to discuss the evolving
     has also developed a logical, repeatable framework   role of long-term asset ownership and ways to de-
     for raising ESG standards across the portfolio.      liver superior risk-adjusted returns while consid-
     Given our positive dissatisfaction, we continue to   ering human and labour rights, corporate govern-
     update our standard methods and approach based       ance, and the environment as crucial elements of
     on learnings we make.                                investment management.

     In 2018, fraud was discovered in Gram Equip-         FSN Capital has been invited to The RFK Com-
     ment, a portfolio company acquired by Fund V in      pass conference in each of the last three years,
     2018. FSN Capital filed an insurance claim in June   due to our ESG focus. During the conference we
     2018 and received payment of the full insurance      engage in the discussions and share our views and
     limit of €50 million under a warranty and indem-     learnings from our own ESG journey.
     nity liability insurance policy in March 2019.
                                                          Managing Partner Frode Strand-Nielsen and
     FSN CAPITAL’S ACTIVE PROMOTION OF                    COO Morten Welo participated in several panel
     ESG IN VARIOUS FORUMS ACROSS THE                     discussions last year at a number of Superreturn
     GLOBE                                                conferences to share FSN Capital’s view on ESG,
     UN PRI Principle 4 sets out that we should           and how they have implemented ESG principles
     «promote acceptance and implementation of the        across all processes.
     principles within the investment industry», which
     is in line with our focus on continuous improve-     Several FSN Capital employees have been pro-
     ment and positive dissatisfaction. Rather than       moting the importance of ESG at student events
     safeguarding our ESG knowledge as a competitive      at the Norwegian School of Economics. FSN
     advantage, we actively share and promote our         Capital is also actively trying to increase number
     approach in order to improve the ESG effort of       of women entering into finance. We participated
     the private equity industry as a whole.              at numerous events during 2018 including Wom-
                                                          en’s Finance Day fair at Stockholm School of
     Participation in the public debate has made FSN      Economics (SSE) and mentoring in the Women’s
     Capital known for its values and ESG focus           Finance Network.
     which increasingly has led to founders and man-

26                                                                                     FSN CAPITAL ESG REPORT
Photo: Johan Olsson

FSN Capital also co-operates and supports MAK                 es on how to achieve a better gender balance in
(makorg.no), a Norwegian organization focusing                2018.
on intercultural competence as a competitive
advantage.                                                    FSN Capital is also a part of the affiliated net-
                                                              work to Invest Europe Responsible Investment
Like in 2017, FSN Capital had several partic-                 Roundtable, a permanent forum dedicated to
ipants at #shesgotthis round table diversity                  responsible investment practices and environ-
breakfast in 2018. Our Managing Partner was                   mental, social and governance issues in Europe’s
one of the discussion facilitators. Inspired by               private equity industry. Several meetings were
#shesgotthis, we made made our very own dis-                  conducted throughout 2018, where FSN Capital
cussion cards inspired by #shesgotthis to facilitate          participated.
discussions regarding unconscious bias for our
Annual General Meeting in 2018.                               Further, FSN Capital held presentations at
                                                              smaller seminars including Investinor annual
Rebecca Svensøy, General Counsel, represented                 CEO Day, Breakfast Seminar with Initiative for
FSN Capital when AP6 invited representatives                  Ethical Trade and Group Lawyer days at Haavind
from Nordic PE funds to share their experienc-                in Oslo.

             «Frode and FSN Capital have been key champions and driving forces to support
              the work on diversity and intercultural competence of MAK since its inception.
             Frode, and FSN Capital, has been supporting MAK with mentoring, participation
                in events, providing financial support and access to the right people, all of
                             which has been key components of our success. »
                                         JAVAD MUSHTAQ – CEO, MAK*
                           *makorg.no is a Norwegian organization focusing on intercultural
                                       competence as a competitive advantage.
FSN CAPITAL’S ANNUAL ESG AWARD                        their suppliers, launched their packaging initiative
     As part of setting the tone from the top we have      with the intention to make sure that raw materials
     introduced an annual ESG award among the FSN          used in the package manufacturing process come
     Capital portfolio companies.                          from responsibly managed forests, and thus pro-
                                                           viding environmental, social and economic ben-
     In 2016 and 2017, Netcompany and Green Land-          efits. A pilot was successfully launched in 2018,
     scaping were the proud winners of the FSN Capital     where a USB cable was made from 70% recycled
     ESG award as the best performing company in the       plastic that was gathered from waste generated
     portfolio with respect to ESG.                        from plastic injection during mass production.
                                                           The package was made from 100% recycled paper
     The criteria for selecting the 2018 winner remains    and printed with soy ink.
     unchanged:
                                                           Within plastic bags Kjell & Co charges SEK 2
     »» Awareness and ESG efforts in daily operations      per bag, of which 1 SEK per bag is donated to
     »» Value creation to society at large                 the Swedish Child Cancer Foundation. They also
     »» Clarity in ESG policies                            track plastic bags on a monthly basis as part of
     »» Focus on continuous improvement and pro-           their overall ESG strategy. The goal for 2019 is to
        gress                                              reduce plastic bag usage by 40%.
     »» Tone from the top (i.e. management and board
        engagement)                                        Employee and consumer welfare are at the heart
     »» Portfolio companies’ holistic approach to          of everything Kjell & Co does. Kjell & Co’s
        sustainability                                     employees are regarded by the firm as their most
     »» Adherence to FSN Capital’s values                  valuable asset. Kjell & Co makes significant in-
                                                           vestments in training and education, and contin-
     WINNER OF FSN CAPITAL’S 2018 ESG                      uously focus on improving NPS in each indi-
     AWARD                                                 vidual department across the firm and complete
                                                           bi-annual employee surveys. As an example, the
                                                           NPS for the warehouse workers increased from
                                                           -15% in H1 2016 to +6 in H2 2018 as a result of
                                                           their efforts.

     A vast majority of the products offered at Kjell      With a customer NPS of 66%, which is exceeding
     & Company (Kjell & Co) are used to prolong            relevant peers by 27%, Kjell & Co has succeeded
     life and extend the use of capital goods. As such,    in building a customer club of 1.8 million mem-
     Kjell & Co aspires to a more sustainable society      bers since 2017. The customer club allows Kjell
     by reducing consumption of capital goods and by       & Co to provide customers with relevant offers
     reducing electronic waste.                            and information regarding purchased products.
                                                           By having access to customers via email and SMS,
     Kjell & Co’s work with ESG is an integrated part      Kjell & Co discontinued their bi-annual release
     of daily operations, and they continuously inves-     of a product catalogue, with an annual environ-
     tigate possibilities for reducing the environmental   mental impact estimated of 276 tonn of paper
     footprint. During 2018, Kjell & Co, alongside         annually.

28                                                                                      FSN CAPITAL ESG REPORT
INTERVIEW WITH ANDREAS RYLANDER, COO IN KJELL & CO

       «We are extremely happy to receive the         When questioned with potential obstacles
       FSN Capital Annual ESG Award as ESG            with respect to ESG efforts, Mr. Rylander
       is relevant for all our employees and in all   replies; «It is always a challenge to get the
       parts of our operations», Mr. Rylander says    consumer to care about something else
       with delight when he is being recognized       than price. Environmentally friendly solu-
       on behalf of Kjell & Co. He continues;         tions are not always the cheapest, and our
       «Although ESG has a focus in our entire        experience is that it is challenging to get
       organization, the level of focus ESG is        consumers 40+ to pay extra. Thus, we con-
       getting depends on what role each employ-      sider it as our task to improve our com-
       ee has in the organization. I would say that   munications and add additional nuances
       ESG is highest on the agenda for our col-      and positive effects to such purchases, ie
       leagues who are working on our produc-         by focusing on increased longevity of the
       tion facilities in China. This is also prob-   products».
       ably where we have the biggest impact. In
       2018, our CEO and I went to China and          Kjell & Co is continuously looking at ways
       together with our local staff we held our      to enlarge their ESG efforts and offerings.
       very own ESG seminar to clarify Kjell &        Recently, Kjell & Co started a pilot project
       Co’s ESG requirements and expectations         replacing screens and fixing mobile phones
       to 160 of our biggest suppliers. The event     as an effort to increase the mobile lifetime
       was very well received».                       and thus reduce electronic waste. The
                                                      ambition is to roll out this service to all
       Kjell & Co believes that ESG is good           stores. Smart homes are also getting more
       business. Focus on reducing packaging          attention as they contribute to reduced
       and air freight have increased financial       electricity use by regulation heating and
       performance. According to Mr. Rylander,        lightning in the most efficient way.
       customers have become ever more focused
       on ESG during recent years and almost
       expect businesses to focus on ESG. «Going
       forward, I expect you have no other choice
       than to select ESG friendly solutions,
       unless you will become irrelevant to most
       consumers. You need to have a continuous
       focus on minimizing your footprint», Mr.
       Rylander adds.

BUILDING RESILIENT COMPANIES                                                                          29
WHAT WE DID IN 2018
     DELIVERING ON OUR COMMITMENTS
     The table below shows the development objec-
     tives we had for the last year and what we did to     »» Monitored diversity KPIs monthly for
     deliver on these, as well as the new objectives for      FSN Capital and the Board of Directors
     the coming year.                                         of FSN Funds’ portfolio companies. 67%
                                                              of all Executive Advisors and 42% of all
                                                              board members hired during 2018 were
                                                              women.
                                                           »» We ESG onboarded 5 new portfolio com-
                                                              panies: ensured adoption of standard ESG
                                                              policies, plan for implementation and
                                                              development of individual ESG strategy
                                                           »» Together with PwC, we have created an
                                                              anti-corruption training program which
                                                              has been tested in one portfolio company
                                                              with great success.
                                                           »» We have exchanged contact details be-
                   WHAT WE SAID IN 2017                       tween portfolio companies where relevant
                                                              to support knowledge sharing.
       »» Implement a standard electronic anti-cor-        »» We have taken a proactive role in commu-
          ruption training program                            nicating our ESG efforts to society at large
       »» Increase awareness and training in relation         by through our participation in seminars
          to cyber security                                   and articles in the media
       »» Facilitate a best practice sharing workshop      »» We continued to strive for full imple-
          on supply chain management across our               mentation of Employee Satisfaction and
          portfolio companies                                 Customer Satisfaction for all portfolio
       »» Continue to take a proactive role in com-           companies
          municating our ESG effort to the society
          at large
       »» Continue to improve diversity KPIs across
          FSN Capital and FSN Funds’ portfolio
          companies
       »» Continue to work towards identifying
          and contributing to relevant UN SDGs in
          portfolio companies and FSN Capital

30                                                                                    FSN CAPITAL ESG REPORT
WHAT WE WILL DO IN 2019

        »» Incorporate a new Climate Risk module in the standard ESG Framework - inspired by
           the Taskforce on Climate-related Financial Disclosures (TCFD). The Climate module
           will be used in DD processes and in the ongoing portfolio company ESG efforts
        »» Roll out the established electronic anti-corruption training program to FSN Funds’
           portfolio companies
        »» Create an open platform for all portfolio companies to share information and ques-
           tions about their ESG processes in a secure manner
        »» Implement the portfolio companies’ ESG KPIs into FSN Capital’s financial reporting
           system to more closely monitor and track progress on initiatives
        »» Evaluate converting the yearly ESG report onto a digital platform
        »» Continue to actively participate in network events and ESG seminars to communicate
           and share our ESG efforts
        »» Update portfolio company Board Instructions with clear ESG responsibility
        »» Continue the Diversity journey within FSN Capital and FSN Funds’ portfolio compa-
           nies by standardizing yearly unconscious bias training for all executives and develop a
           more comprehensive Mentor Program

                         «It’s all about building a strong ESG compliance culture
                               within each FSN Capital portfolio company»
                                ERIK NELSON – PARTNER AT FSN CAPITAL

BUILDING RESILIENT COMPANIES                                                                         31
SNEAKERSNSTUFF

     Sneakersnstuff (SNS) cares about society       Christmas Holidays in 2018. Gently used
     at large and is committed to contribute to     sneakers and clothes were collected from
     UN SDG 12, responsible consumption             SNS’ customers and donated to home-
     and production. In addition to providing       less people in the local cities as well as to
     sustainable solutions as a part of its prod-   people in Syria. To encourage donations,
     uct offering, all SNS stores collaborated      discount vouchers were given to donators
     with local charity organizations for the       to use for their next SNS purchase.

32                                                                                 FSN CAPITAL ESG REPORT
KARI TRAA COMPETING ON SOCIAL PURPOSE
       Kari Traa, the fastest growing female sports   Through campaigns such as «strongerT-
       apparel brand in Europe and the domi-          WOgether», «CELEBRATE YOURSELF»
       nant brand in the Active Brands group,         and «Run the Show», Kari Traa continued
       has since its inception been: «For girls. By   to celebrate women and empowering them
       girls. Exclusively!». Through its vision of    through their communication and brand
       inspiring girls to be happier, healthier and   messages in 2018.
       stronger, Kari Traa is competing on social
       purpose.                                       Kari Traa has received enormous response
                                                      on different social media platforms from
       Kari Traa wants to encourage women to          consumers with some campaigns reaching
       celebrate themselves and inspire them to       more than 3 million views. In Norway,
       engage in physical activity – not to lose      95% of women between 18-55 years
       weight or to look a certain way to satisfy a   know of the Kari Traa brand. Thus, it is
       boyfriend’s needs, but to increase self-es-    reasonable to believe that the efforts have
       teem and mental health. By focusing both       a positive impact on health and life quality
       its product design and marketing messages      for many women that have been exposed
       around inspiring girls to be optimistic and    to the various campaigns.
       confident, and living a balanced life, Kari
       Traa reinforces this vision.

BUILDING RESILIENT COMPANIES                                                                         33
3.
                                           FSN Capital – How we do it

                 Sourcing                               Investment decision                      Ownership period
          - Consider ESG impact                           - Select ESG KPIs          - Identify, Prioritise, Monitor & Measure

                                     Due Diligence                 Onboarding                                                             Exit
                                  - Identify ESG risk           - Setting the tone                                           - Secure resilient businesses

     Integrating ESG assessments throughout the                                            and owners and their set of values are fundamental
     entire investment phase is part of our efforts to                                     to moving forward on a potential deal.
     take a broad and long-term view when assessing
     investment risks and opportunities. In general,                                       External experts are always engaged as part of the
     FSN Capital’s approach to ESG is materiality                                          ESG due diligence (DD) process. The scope of
     based with intention to identify, prioritise, mon-                                    the DD will depend on relevant jurisdictions,
     itor and measure key commercial, reputational                                         industry, company specifics and general risk expo-
     and operational risks and opportunities. The aim                                      sure, but always include anti-corruption DD and
     is efficient use of resources by focusing on areas of                                 integrity DD of management.
     impact. Through this we have consistency in all
     ESG efforts throughout the ownership, to ensure                                       Highlights of the key findings from the DD
     predictability for portfolio companies and FSN                                        process are included as an important part of the
     Capital’s employees.                                                                  formal investment papers. During investment
                                                                                           decision meetings, relevant ESG topics are pre-
     INTEGRATION IN THE PRE-INVESTMENT                                                     sented and challenged by the Investment Com-
     PHASE                                                                                 mittee, investment team and Executive Advisors.
     When sourcing new opportunities, ESG matters                                          Through the ESG DD process, deal teams will
     are always considered. Clearly defined exclusion                                      also have identified key ESG topics for the Com-
     criteria together with FSN Capital’s ethos and val-                                   pany to focus on going forwards. To the extent
     ues, guide deal teams as to which deals not to pur-                                   relevant, investment materials will also include
     sue, and to which deals that will fit into the FSN                                    plans for the improvement of any of the identified
     Fund portfolio. In addition to the above, placing                                     ESG issues.
     our trust in the management, Board of Directors

34                                                                                                                                           FSN CAPITAL ESG REPORT
ESG RISKS INCLUDED IN FSN CAPITAL´S RISK FRAMEWORK

                                        FSN CAPITAL RISK CATEGORIES
  MACRO

                                        OPERATIONAL

                                                                                     ENVIRONMENTAL
               Cyclicality                                 Management risk                           Toxic emissions
               FX                                          Integration risk                          Harmful industrial waste
               Commodity                                   Internal / External                       Deforestation
  INDUSTRIAL

                                        FINANCIAL

                                                                                     SOCIAL
               Political                                   Liquidity                                 Labour conditions
               Competitiveness                             Leverage                                  Forced / Child labour
               Substitution                                Covenants                                 Harm to health and safety
  COMMERCIAL

                                        EXIT

                                                                                     GOVERNANCE

               Operating leverage                          Multiple sustainability                   Bribery / Fraud
               Concentration                               Marketability                             Political interference
               Visibility                                  Dependency on trend                       Criminal convictions
                                                           shift                                     Regulatory relations
  WEATHER

                                        ACTIVE OWNERSHIP

                                                           Majority shareholder
                                                           Ultimate control

BUILDING RESILIENT COMPANIES                                                                                                     35
ONBOARDING SAFEROAD - INTERVIEW WITH JAN SINDRE EGSETH,
                    GROUP COUNSEL, SAFEROAD GROUP
     Saferoad was acquired by FSN Fund V in         the most useful he replied quickly; «The
     September 2018. Saferoad is a Norwegian        short version of Code of Conduct (CoC).
     based market leading provider of road          It is easy to share with the entire Company
     safety and road infrastructure products and    – across both levels and locations». Further
     solutions in Europe. Saferoad has opera-       he adds that the short version CoC has
     tions in ~20 EMEA countries with +2,700        been translated to all relevant languages,
     employees, +80 business units and 28           put up on the wall in the production facili-
     production sites. As such, the onboarding      ties and included in all employee contracts.
     of Saferoad was one of the most compre-        It has been very well received among the
     hensive onboardings ever for FSN Capital.      employees.
     We met with Jan Sindre Egseth, Group
     Counsel at Saferoad Grup, to get his view      In Mr. Egseth’s experience it is always a
     on the overall onboarding experience and       challenge to ensure complete alignment re-
     the FSN Governance Framework.                  garding ESG goals and ambitions through-
                                                    out the entire organization. Although,
     «FSN has a comprehensive onboarding            he believes that this can be somewhat
     program with a need to focus on continu-       solved by finding the right KPIs; «Identi-
     ous improvement in order not to overload       fying relevant ESG KPIs has proven to be
     the organization. With the support from        somewhat tricky as we operate in many
     PwC, who also completed the ESG DD,            jurisdiction and industries. Thus, we need
     we believe that we developed a thought         to find KPIs which can be incorporated
     through ESG improvement plan which             into other KPIs, which in turn are driving
     was aligned with the Company and FSN’s         desired behavior and making ESG become
     expectations right from the start», Mr.        an integrated part of operations.»
     Egseth explains. Since Saferoad was listed
     on Oslo Stock Exchange when it was
     acquired, the Company had many process-
     es and policies already in place. However,
     some policies needed an update while
     others were replaced with FSN Capital’s
     standards, such as the Whistleblower
     policy.
                                                        Saferoad CEO, Espen Asheim, and General Counsel,
     When questioned which of the FSN Capi-                Jan Sindre Egseth, inspecting the Polish version of
     tal’s policies or processes Mr. Egseth found                the COC Short Form at the Rydzina factory

36                                                                                        FSN CAPITAL ESG REPORT
OWNERSHIP PERIOD                                      of Conduct, Whistleblower Policy and minimum
FSN Capital has developed a standard on-              requirements on internal controls (see Appendix
boarding program for new investments which            VI for full list of standard policies).
is tailored for each company with assistance
from the internal ESG team. The purpose of the        Either during the onboarding phase or as part of
onboarding program is to provide management           the strategy work, the portfolio company goes
with a full overview of what it means to become       through the process of identifying business-crit-
a FSN Fund portfolio company and set the tone         ical ESG aspects, i.e. material to value creation.
from the top right from the start. In addition to     By conducting a value chain analysis and mate-
the FSN Governance Framework, the onboarding          riality assessment, based on the expectations of
program incorporates the FSN Execution Frame-         the shareholders and the Company, the portfolio
work, FSN Capital’s reporting requirements and        company should define three to five key ESG
overview of available FSN Capital’s resources and     priorities to focus on. Performance on these pri-
upcoming best-practice seminars. The govern-          orities are monitored and continuously assessed,
ance policies are always adopted at the first board   based on short and long-term goals developed by
meeting for all new investments.                      the portfolio companies.

The FSN Governance Framework includes                 As a part of the onboarding program, FSN Capi-
standard policies and plans for implementation.       tal’s Finance and ESG team, either jointly or sepa-
Individual portfolio companies’ implementation        rately, has a meeting with the portfolio company’s
plans are tailor made, based on DD learnings.         auditor to go through the auditor heatmap, also
Standard policies will, however, always include       called annual review of internal control. The audi-
FSN Capital’s Code of Conduct (Appendix II),          tor heatmap requires the auditor to report on key
which is based on the UN Global Compact and           controls and internal control improvement areas
the OECD guidelines for Corporate Governance.         to the Board in a structured way. Also, by requir-
The code provides our team members and port-          ing the Board to report in a certain way makes it
folio companies with clear instructions on how to     easier for deal teams and other Board members to
operate and behave to secure compliance within        digest the auditor’s feedback.
the areas of human rights, labour rights, corrup-
tion, environment and active ownership.               During the ownership period there is a con-
                                                      tinuous focus on ESG, kicking off every Board
Whenever we start to work with a new portfo-          meeting with ESG as the first agenda point.
lio company or management team, we initiate           Management is required to report on status of
a process to implement the Code of Conduct            implementation and clear path towards achieving
which starts with the Board and management            ESG goals which is an integral part of the overall
group, but eventually involves the whole organi-      strategy for each company. FSN Funds are always
sation. Through this process, we firmly establish     represented on the Board of the portfolio com-
what FSN Capital deems to be desirable be-            panies. Expectations are explicitly defined and
haviour and what is unacceptable behaviour. In        communicated to portfolio companies, Chairman
addition, standard policies always include a short    and CEO.
version Code of Conduct, Supply Chain Code

BUILDING RESILIENT COMPANIES                                                                                37
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