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 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
«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.
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
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
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
Figure 1: The interconnected nature of the UN SDGs Source: Azote Images for Stockholm Resilience Centre 8 FSN CAPITAL ESG REPORT
«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
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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