Enable. Enhance. Simplify.
Annual report
2020
Group
Key figures
Key figures – consolidated
accounts
INCOME STATEMENT
Total income
Operating profit before depreciation and impairment (EBITDA)
Operating profit
Profit/(loss) before tax
Net profit/(loss)
Net profit/(loss) attributable to the equity holders of the company
BALANCE SHEET
Non current assets
Current assets
Equity
Interest-bearing debt
Total assets
KEY FINANCIAL FIGURES
Cash flow from operation (1)
Liquid funds at 31 December (2)
Liquidy ratio (3)
Equity ratio (4)
YIELD
Return on equity (5)
KEY FIGURES PER SHARE
Earnings per share (6)
Operating profit before depreciation and impairment (EBITDA) per share (7)
2020
2019
2018
2017
2016
812
138
60
205
178
117
2 736
751
2 265
657
850
149
78
144
130
114
2 638
655
2 082
675
871
78
36
(86)
(75)
(69)
2 467
612
2 017
533
793
198
176
253
(2 )
(64)
2 637
636
2 188
601
930
116
94
151
251
201
3 781
914
2 492
1 533
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
USD mill
3 488
3 293
3 079
3 273
4 695
USD mill
USD mill
%
%
194
393
1.3
65%
98
255
1.2
63%
62
227
1.1
66%
70
268
1.4
67%
420
580
1.9
53%
6%
6%
(4%)
(3%)
11%
USD
USD
2.63
3.10
2.46
3.24
(1.48)
1.68
(1.38)
4.26
4.34
2.51
Average number of shares outstanding
Thousand
44 580
45 948
46 404
46 404
46 404
Dividend per share
NOK
2.00
5.00
5.50
5.00
5.00
Total income
(USD mill)
EBITDA
(USD mill)
0
5
8
1
7
8
2
1
8
3
9
7
0
3
9
8
9
1
6
1
1
9
4
1
8
3
1
8
7
2020
2019
2018
2017
2016
Total equity
(USD mill)
5
6
2
2
2
8
0
2
7
1
0
2
8
8
1
2
2
9
4
2
Net profit/(loss)
attributable to the equity
holders of the company
(USD mill)
1
0
2
7
1
1
4
1
1
)
9
6
(
)
4
6
(
Definition
(1) Net cash flow from operating activities
(2) Cash and cash equivalent, and current financial investments
(3) Current assets divided by current liabilities
(4) Equity in percent of total assets
(5) Profit after tax divided by average equity
(6) Profit for the period after non-controlling interests, divided by average number of shares
Earnings per share taking into consideration the number of shares reduced for own shares
(7) Operating profit for the period adjusted for depreciation and impairments of assets, divided by average number of shares outstanding
4
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Highlights
for 2020
Maintaining
safe operation
during the pandemic
Investing in
new sustainable
solutions
Gain on financial assets
offsetting reduced
operating profit
Acquiring 50% of
Wilhelmsen Ahrenkiel
Ship Management
Acquiring
25% of
Edda Wind
3%
shareholder
return
Content
010
012
1 – Group CEO’s statement
Positioning us for 2030 and beyond
016
018
020
021
024
026
027
029
028
030
030
034
036
036
036
037
038
039
040
041
088
090
090
090
091
092
093
109
112
117
2 – Directors’ report
Main development and strategic direction
Financial results
Business segments
Maritime services
Supply services
Holding and investments
Risk review
Health, working environment and safety
Organisation and people development
Corporate governance
Sustainability
Allocation of profit, dividend and shares
Outlook
3 – Accounts and notes – group
Wilh. Wilhelmsen Holding ASA group
Income statement
Comprehensive income
Balance sheet
Cash flow statement
Equity
General accounting principle
Notes
4 – Accounts and notes – parent company
Wilh. Wilhelmsen Holding ASA parent company
Income statement
Comprehensive income
Balance sheet
Cash flow statement
Notes
Statement on the remuneration for senior executives
Auditor’s report
Responsibility statement
120
122
5 – Corporate governance
Corporate governance report
130
132
132
133
135
6 – Corporate structure
Wilh. Wilhelmsen Holding group main structure
Holding and investments segment
Supply services segment
Maritime services segment
Crew welfare
The challenge: Overnight, because of the pandemic, conducting crew
changes became immensely difficult. Getting on or off vessels suddenly posed
significant challenges no matter where in the world you were. The situation
called for crew welfare to become an even higher priority than normal.
The solution: Wilhelmsen through its divisions handling crew and crew changes,
devised work around solutions quickly. Global maps to understand the ongoing
regulations port by port, and a number of initiatives to connect with crew
onboard and onshore around the world.
1
Group
CEO’s
statement
Group
Group CEO’s statement
Positioning us for 2030
and beyond
2020 – MUCH BETTER THAN FEARED
Not many of us could have imagined that a virus would
affect our personal and business lives to the extent
it did in 2020. But I dare to argue that 2020, despite
COVID-19, was an acceptable year for the Wilhelmsen
group. Our top line dropped 5%, but we grew our ship
management business significantly with the investment
in Ahrenkiel, which gave us a solid position within the
container segment. Albeit different and difficult working
situations, the group also continued to introduce several
new and innovative solutions. We also turned around
and supported some of the challenges our customers and
society at large faced because of COVID-19. The rapid
development of the global port restrictions map and
ability to switch to a production line of hand sanitizer
in just a couple of days are two obvious examples. In
addition, we were able to further position ourselves in
the renewable energy space, buying 25% of Edda Wind
(at time of writing we have increased our shareholding to
50%), which owns and operates service vessels supporting
offshore wind parks, and introducing the concept vessel
Topeka and HyShip, both related to hydrogen and
decarbonisation.
A RESILIENT ORGANISATION
I am not only impressed, but also grateful for all our
thousands of land-based employees, many of whom have
worked from home for more than a year. Our ability to
consistently support our customers is testament to their
efforts. I would also like to express a special thanks to our
seafarers. Crew changes have been extremely challenging
during the pandemic, and still are in 2021 as I am writing
this. I would also like to recognise the hardship and
emotional distress seafarers have had to work through,
and I am disappointed that governments have not done
more to designate seafarers as key workers.
(E)MISSION IMPOSSIBLE? OPPORTUNITIES AHEAD
2020 may just have been the starting signal for the
disruptive years ahead, a decade I see as being rich with
opportunities. In the next ten years, we will be navigating
through post-pandemic recovery, the changing landscape
of finance triggered by commitments to the Paris
agreement, the fast tracking of activities needed to meet
the targets of the UN’s Sustainable Development Goals,
the global energy transition, and the introduction of new
fuels and vessels to decarbonise shipping.
To be a successful and profitable player in the future, it will
not be sufficient to just have a sustainability strategy – your
strategy needs to be truly sustainable.
Our commitment is to actively contribute to reducing our
own and our customers’ environmental footprint, to one
that we can be proud of. We aim to be an active player in
the energy infrastructure transformation and to be equally
active within decarbonisation. We took significant steps
towards this in 2020, and we expect to see a steady increase
in investment, business opportunities, and solutions
emerging within the renewable space.
WHAT MOTIVATES ME …
… is the fact that we are in a unique position to shape our
industry. Unique because we have the ambitions, the will,
the reputation, combined with in-depth experience and
knowledge of our industry. Although our big headlines
are about renewable energy and the future, we are
equally committed to continue to grow and expand our
top tier positions within our industry fleet, through the
development of sustainable products and solutions.
Reaching more than 50% of the world’s merchant fleet,
combined with our global infrastructure give us a unique
opportunity to truly contribute to shaping the maritime
industry and enable sustainable global trade through our
offerings. This is a responsibility and opportunity we take
seriously.
What makes Wilhelmsen unique to me, is also our ability
to continuously adapt to our surroundings, including
customer needs, new regulatory requirements, and
technological opportunities. A capability that has enabled
us to thrive for 160 years. This part of our DNA will enable
us to continue to create value for customers, employees,
shareholders, and society at large for decades to come.
Playing a role in changing the future for the better is
motivating and an important task which I personally take
seriously and look forward to delivering on together with
all our stakeholders.
12
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Group CEO’s statement
Thomas Wilhelmsen, group CEO
13
GroupWilh. Wilhelmsen Holding ASA Annual Report 2020 Inventory
on-demand
The challenge: It can take months for vessel spare parts to arrive in
port. Expensive and idle months.
The solution: Wilhelmsen and thyssenkrupp joined forces to dive
into and optimize the production and delivery process of 3D printed
spare parts for the unique demands of the maritime market. Months
of waiting for spare parts are reduced to days.
2
Directors’
report
Group
Directors’ report
Directors’ report
for 2020
Wilh. Wilhelmsen Holding ASA
Highlights
for 2020
• Maintaining operation
and creating solution for
safe crew handling during
the pandemic.
• Investing in solutions
enabling sustainable
global trade.
• Reduction in operating
income and profit.
• Net gain on financial assets.
• Acquiring 50% of
Wilhelmsen Ahrenkiel
Ship Management.
• Acquiring 25% of
Edda Wind.
• Reduced shareholding in
Hyundai Glovis from 12%
to 11%.
• Paid dividend of
NOK 2.00 per share.
• 3% shareholder return.
MAIN DEVELOPMENT AND STRATEGIC
DIRECTION
The Wilh. Wilhelmsen Holding group
(Wilhelmsen or group) is an industrial holding
company within the maritime industry.
The group’s activities are carried out through
fully and partly owned entities, most of
which are among the market leaders within
their segments. Wilhelmsen’s ambition is to
develop companies within maritime services,
shipping, logistics, renewables, and related
infrastructure through active ownership.
2020 has been dominated by the pandemic,
affecting almost all markets and countries
on a global scale. In this situation, the focus
for Wilhelmsen has been, and continues to
be, to safeguard the health and safety of our
employees, crew, and members of the society
at large. At the same time, the organisation
has continuously strived to serve its customers
and secure the operation of its critical global
supply chain and infrastructure. Most office
staff have been required to work from home
during large parts of the year, and Wilhelmsen
has been in the forefront in the work to secure
solutions for safe crew changes globally. The
board would like to thank all our crew and
onshore employees for their extraordinary
efforts during the pandemic.
Guided by our vision of shaping the maritime
industry, Wilhelmsen has in 2020 continued
the work to support transition to a more
sustainable future, including projects and
new investments within energy transition and
decarbonisation of shipping.
managing the cost base. The group also
continued to invest in and develop new
activities outside present product offerings.
While income and operating profit were down
for the year, cash flow improved, and solid
performance on investments contributed to
an increase in net profit.
Maritime services deliver value creating
solutions to the global merchant fleet, focusing
on marine products, ships agency and ship
management. Supporting the shipping industry
in managing through the pandemic, new tools
have been created by Wilhelmsen including
online port restriction maps and guidelines for
crew testing and changes. In 2020, Wilhelmsen
expanded the fleet under management through
taking a 50% stake in the rebranded Wilhelmsen
Ahrenkiel containership management company
and made further progress in the development
of solutions for 3D printing of spare parts.
While income for maritime services was down
for the year, the operating margin held up well.
For supply services, the offshore oil and gas
industry remains the largest customer base,
but with a gradual shift into other areas such
as governmental services and offshore wind.
In 2020, further expansion was made into
offshore wind and important steps were taken
to develop a liquid hydrogen supply chain
for maritime applications in Norway. At the
very end of the year, it was decided to declare
the option to acquire a majority stake in the
owner of Olavsvern, a marine base suitable for
governmental services. Income and operating
profit in supply services were stable for the year.
The markets in which Wilhelmsen operates
faced in 2020 the double headwind of a
pandemic and a long term trend of a declining
growth rate for global trade. In this market-
environment, the Wilhelmsen operating
companies continued to deliver premium
services and new sustainable solutions to
its customers, while at the same time tightly
Despite a turbulent period at the early stage of
the pandemic, the group’s investment activities
ended the year on a positive note. Wallenius
Wilhelmsen ASA took pro-active steps reducing
capacity and cost in the first half, with volumes
gradually recovering during the second half.
The Hyundai Glovis share price measured
in USD was up 36% for the year after a 40%
18
Wilh. Wilhelmsen Holding ASA Annual Report 2020
The board
of Wilh.
Wilhelmsen
Holding ASA
From left:
Carl E Steen
Rebekka Glasser Herlofsen
Ulrika Laurin
Trond Westlie
Diderik Schnitler (chair)
drop in the first quarter. In the fourth quarter,
Wilhelmsen acquired 25% of Edda Wind AS and
reduced its shareholding in Hyundai Glovis
from 12% to 11%. In total, the holding and
investment activities contributed with USD
90 million to Wilhelmsen’s net profit to equity
holders of the parent in 2020.
The Wilhelmsen group maintains a strong
equity base. In 2020, total equity was up 9%
and the equity ratio based on book values
improved to 65%. By the end of the year,
equity attributable to equity holders of the
company exceeded USD 2 billion.
Liquidity also remains strong. Cash and cash
equivalents totalled USD 269 million by end
of the year, with total liquidity increasing to
USD 1 194 million if including all financial
assets. The debt repayment profile for the
group remains healthy.
Wilhelmsen’s goal is to provide shareholders with
a high return over time through a combination
of rising value for the company’s shares and
payment of dividend. The objective is to have
consistent yearly dividend paid twice annually.
The long-term incentive plan for the executive
management and short-term incentive plan
for holding company employees are both
based on a positive development in the group’s
value adjusted equity above set thresholds.
This aligns the long-term interests of
shareholders and management.
The Wilhelmsen share price followed the
broader market, falling at the early stage of
the pandemic, before recovering and ending
the year with a small gain. Total return
including share price development and paid
dividend was 3.6% for the WWI share and
3.0% for the WWIB share, compared with a
4.6% increase in the Oslo Børs Benchmark
index (source: indices.euronext.com).
As a precursory measure at the early stage of
the pandemic, the board decided to reduce the
first dividend payment in 2020 to NOK 2.00
per share, and to not ask for authority to
declare a second dividend. With strong cash
control and mitigating efforts, the group
has managed to retain profitability and
increase liquidity. The board will as a result
propose to the 2021 annual general meeting
an extraordinary dividend of NOK 2.00 per
share, compensating for the reduced dividend
paid in 2020. The extraordinary dividend will
be paid out in addition to ordinary dividend
paid in 2021.
In 2019, Wilhelmsen bought 1.8 million own
shares in the market, having a positive effect
on the earnings per share (EPS). The board will
propose to the 2021 annual general meeting to
liquidate the shares, reducing the number of
outstanding shares with 3.93%.
The board believes sound corporate governance
is the foundation for profitable growth and a
healthy company culture. Good governance
19
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Directors’ report
contributes to reduced risk and creates value over
time for shareholders and other stakeholders.
The board is committed to a sustainable strategy
which is a vital prerequisite for Wilhelmsen
to be a profitable and responsible player in
the industry and society. In 2020, employee
engagement, ethics and anti-corruption,
health, safety and wellbeing, responsible
procurement, cyber security and data protection,
climate risk, and partnerships for sustainable
innovations received particular attention.
In 2021, Wilhelmsen will re-design the portfolio
to intensify growth of maritime services and
on renewable energy and decarbonisation. In
addition to accelerating the transition of existing
businesses, Wilhelmsen will invest in new
businesses related to the renewable sector. A new
business segment named “New energy” will be
established, including among other the ongoing
transformation of NorSea Group, offshore wind
activities through NorSea Wind and Edda Wind,
and activities within autonomous shipping and
decarbonisation solutions.
FINANCIAL RESULTS
Income statement
Wilhelmsen group
(USD mill)
Total income
of wich operating revenue
of wich gain on sale of assets
EBITDA
Operating profit/EBIT
Share of profit/(loss) from associates
Change in fair value financial assets
Other financial income/(expenses)
Profit before tax/EBT
Tax income/(expenses)
Profit for the period
Profit to equity holders of the company
EPS (USD)
Other comprehensive income
Total comprehensive income
Total comprehensive income attributable
to equity holders of the parent
2020
2019
812
807
5
138
60
(50)
192
2
205
(27)
178
117
850
836
14
149
78
49
34
(17)
144
(15)
130
114
2.63
2.46
23
200
3
127
141
111
Total income for Wilhelmsen was USD
812 million in 2020, down 5% from 2019.
The reduction was mainly due to lower
income from maritime services partly offset
by higher income from supply services.
Group EBITDA came in at USD 138 million
for the year, down 7%. EBITDA was down for
mari time services, stable for supply services,
and improved for holding and investments.
Share of profit from associates was a loss of
USD 50 million for the year. Associates in
supply services contributed positively, while
Wallenius Wilhelmsen ASA had a negative
contribution.
Change in fair value financial assets was
positive with USD 192 million for the year.
This followed a strong uplift in the value of
the investment in Hyundai Glovis, while the
value of other investments was down.
Other financials were a net income of
USD 2 million in 2020, with gain on current
financial investments and dividend income
offsetting interest expenses and other
financial expenses.
Tax was included with an expense of
USD 27 million, mainly related to maritime
services.
Net profit after tax and non-controlling
interests was USD 117 million in 2020, up from
USD 114 million in 2019.
Other comprehensive income was positive
with USD 23 million, resulting in a total
comprehensive income to equity holders of the
company of USD 141 million for the year 2020.
Cash flow, liquidity and debt
The group had cash and cash equivalents
of USD 269 million by the end 2020, up
from USD 153 million by the end of 2019.
The increase in cash and cash equivalents for
the year followed a strong contribution from
operating and investing activities partly offset
by financing activities.
Cash flow
(USD mill)
2020
2019
Cash and cash equivalents 1.1
153
140
From operating activities
of which maritime services
of which supply services
of which other operating activities
From investing activities
From financing activities
of which dividend
of which net debt
of which other financing activities
Net cash flow
Cash and cash equivalents 31.12
194
131
43
19
41
(119)
(9)
(59)
(51)
115
269
98
83
32
(17)
81
(165)
(56)
(68)
(42)
14
153
Cash flow from operating activities was
positive with USD 194 million in 2020. This
was above the USD 138 in EBITDA and a strong
improvement from the previous year mainly
due to a positive change in working capital
in maritime services.
Cash flow from investing activities was positive
20
Wilh. Wilhelmsen Holding ASA Annual Report 2020
with USD 41 million, including proceeds from
sale of shares in Hyundai Glovis and Qube.
from converting NOK debt into USD.
Cash flow from financing activities was
negative with USD 119 million in 2020.
Net debt repayment counted for the largest
share of net cash outflow, followed by interest
payments.
By the end of 2020, the group had liquid
financial assets of USD 1 194 million. In
addition to cash and cash equivalents, this
included current financial investments and
non-current financial assets reported as
financial assets to fair value.
Going concern assumption
Pursuant to section 4, sub-section 5, confer
section 3, sub-section 3a of the Norwegian
Accounting Act, it is confirmed that the
annual accounts have been prepared under
the assumption that the enterprise is a going
concern and that the conditions are present.
MARITIME SERVICES
The maritime services segment includes ships
service, ship management and other maritime
services activities.
Liquid assets
(USD mill)
Cash and cash equivalents
of which maritime services
of which Supply services
of which holding and investments
Current financial investments
Financial assets to fair value
Total
2020
2019
269
175
12
81
124
801
153
116
7
31
102
675
1194
930
Maritime services
(USD mill)
Total income
of which ships service
of which ship management
other/eliminations
EBITDA
EBITDA margin (%)
Operating profit/EBIT
EBIT margin (%)
The parent company carries out active
financial asset management of part of the
group’s liquidity. The current financial
investment portfolio includes listed equities
and investment grade bonds. The value of the
portfolio amounted to USD 124 million at the
end of 2020.
Share of profit from associates
Change in fair value financial assets
Other financial income/(expenses)
Tax income/(expense)
Profit
Profit margin (%)
Non controlling interest
Profit to equity holders of the company
2020
2019
544
484
59
1
89
16%
50
9%
1
0
(14)
(19)
18
3%
0
17
591
534
56
0
103
17%
73
12%
4
(27)
(24)
(12)
15
3%
1
14
The group’s investments classified as financial
assets to fair value had a combined value
of USD 801 million by the end of the year.
The largest investment was the 11% share-
holding in Hyundai Glovis held through
Treasure ASA, valued at USD 699 million.
The main group companies fund their
investments and operations on a standalone
basis, with no recourse to the parent company.
The primary funding source is the commercial
bank loan market.
Interest-bearing debt (incl. lease)
(USD mill)
Maritime services
Supply services
Holding and investments
Elimination
Total
2020
2019
245
407
20
(15)
247
401
48
(21)
657
675
By end of 2020, the group’s total interest-
bearing debt including leasing debt was
USD 657 million. Debt was down for the year,
mainly due to repayment of all non-leasing
debt in the parent company. In supply ser vices,
a net repayment of debt was offset by FX effect
Total income for maritime services was
USD 544 million in 2020, down 8% from 2019.
Income from ships service was down, while
income from ship management was up.
EBITDA for the year was USD 89 million,
down 14%. When adjusting for a 2019 property
sales gain, EBITDA was down 9%. This was
in line with the fall in total income. The
maritime services EBITDA margin was 16% in
2020, down from 17% the previous year.
Share of profit from associates was
USD 1 million, down from USD 4 million.
The reduc tion followed lower contribution
from associates in ships service, and a net
loss in ship management.
Change in fair value financial assets was
nil. In 2019 it was a loss of USD 27 million
following a full write down of the investment
in Survitec Group.
Other financial income/expenses for
maritime services amounted to an expense
of USD 14 million. This was an improvement
from previous year due to lower interest
Maritime
services
• Wilhelmsen Ships Service
• Wilhelmsen Ship
Management
• Wilhelmsen Insurance
Services
21
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Directors’ report
Supply
services
• NorSea Group
(owned ~75.2%)
• WilNor Governmental
Services
expenses and a USD 3 million gain on
currency and financial instruments.
A USD 5 million impairment of a loan to
a joint venture had a negative impact.
MPC Capital Group. The company, which
is renamed Wilhelmsen Ahrenkiel Ship
Management, currently manages a fleet of
72 container ships.
Tax was an expense of USD 19 million in 2020,
including impairment of deferred tax asset
related to tax loss carry forward and a tax
expense related change of business model in
one market.
Wilhelmsen Insurance Services
Wilhelmsen Insurance Services provides
marine and non-marine insurance solutions
for internal and external clients. Insurance
services is fully owned by Wilhelmsen.
Profit to equity holders of the company
was USD 17 million in 2020, up from USD
14 million the previous year.
Total income for insurance services was stable
at USD 3 million, while EBITDA was down
for the year.
Ships service
Wilhelmsen Ships Service is a global provider
of standardised product brands and service
solutions to the maritime industry, focusing on
marine products, marine chemicals, maritime
logistics and ships agency. Ships service is fully
owned by Wilhelmsen.
Total income from ships service was
USD 484 million in 2020, down 9% from
the previous year. The fall in total income
was a result of a general reduction in global
shipping activities, impacting both sale of
marine products and agency services. The
largest impact was from reduction in cruise
activities, representing 10-15% of operating
income before the pandemic. Income from
non-marine products increased.
EBITDA was also down for the year. This
followed the reduction in total income,
partly offset by a strong USD.
Ship management
Wilhelmsen Ship Management provides full
technical management, crewing and related
services for all major vessel types, and includes
50% of NorSea Wind. Ship management is fully
owned by Wilhelmsen.
Total income for ship management was USD 59
million in 2020, up 5%. Excluding a 2019 sales
gains, income was up 19%. The increase in
income followed further growth in vessels on
technical management, some increase in layup
activities, and a full year of operation for new
offshore wind activities.
EBITDA was down for the year, due to
losses from offshore wind, reduced operating
margin, and a 2019 sales gain.
In October, ship management completed
the transaction acquiring a 50% stake in
Ahrenkiel Steamship GmbH & Co KG, the
technical container ship manager within the
SUPPLY SERVICES
The supply services segment includes NorSea
Group, WilNor Governmental Services and
other supply services activities.
Supply services
(USD mill)
Total income
of which NorSea Group
other/eliminations
EBITDA
EBITDA margin (%)
Operating profit/EBIT
EBIT margin (%)
Share of profit from associates
Other financial incom/(expenses)
Tax income/(expense)
Profit/(loss)
Profit margin (%)
Non controlling interest
Profit to equity holders of the company
2020
2019
263
259
3
255
251
4
57
22%
59
23%
22
9%
11
(17)
(3)
13
5%
3
10
22
9%
6
(19)
(3)
5
2%
1
4
Total income for supply services was
USD 263 million in 2020, up 3% from 2019.
Income in local currencies was up across
all main activities and locations, but with
accounting effect reduced due to a strong USD.
EBITDA came in at USD 57 million, down 2%.
The EBITDA margin was 22%, a small reduction
from the previous year.
Share of profit from associates was USD
11 million, lifted by a fourth quarter sales gain.
Net financial items were an expense of
USD 17 million, and tax was an expense of
USD 3 million in 2020.
Profit to equity holders of the company was
USD 10 million for the year, up from USD
4 million in 2019.
NorSea Group AS
NorSea Group provides supply bases and
integrated logistics solution to the offshore
22
Wilh. Wilhelmsen Holding ASA Annual Report 2020
industry. Wilhelmsen owns 75,2% of NorSea Group.
from intercompany services provided to group
companies.
Total income for NorSea Group was USD 259
million in 2020, up 3% from 2019. All offshore
supply bases experienced an increase in
activities, partly supported by a Norwegian
stimulus package for the industry. Income from
property activities was stable. Gain on sale
of assets was USD 3 million for the year.
EBITDA was some down for the year, due to
lower gain from sale of assets
WilNor Governmental Services
WilNor Governmental Services provides military
logistics services in Norway and internationally.
Wilhelmsen owns 51% of the company directly,
with the remaining 49% owned through
NorSea Group.
Total income for WilNor Governmental Services
was USD 3 million in 2020, down 6% from 2019.
EBITDA was down for the year.
In December, WilNor Governmental Services
declared the option to acquire 66% of the shares
in Olavsvern Group AS. The transaction was
completed in the first quarter of 2021. Olavsvern
is a mountain basin logistics complex located in
the Arctic region of Norway.
HOLDING AND INVESTMENTS
The holding and investments segment include
investments in Wallenius Wilhelmsen ASA
and Treasure ASA, financial assets, and other
holding and investments activities.
Holding and investments
(USD mill)
Total income
of which operating revenue
of which gain on sale of assets
EBITDA
Operating profit/EBIT
Share of profit/(loss) from associates
of which Wallenius Wilhelmsen ASA
other/eliminations
Change in fair value financial assets
of which Hyundai Glovis
of which Qube/other financial assets
Other financial income/(expenses)
of which investment management in holding
of which dividend income Hyundai Glovis
other financial income (expense)
Tax income/(expense)
Profit for the period
Non controlling interest
Profit to equity holders of the company
2020
2019
14
14
0
(7)
(12)
(62)
(63)
1
192
202
(9)
33
13
12
8
(5)
11
11
0
(12)
(17)
39
39
(0)
61
37
24
26
12
13
1
1
146
109
57
90
13
96
Total income for the holding and investments
segment was USD 14 million in 2020, mainly
EBITDA was a loss of USD 7 million, which is
an improvement from previous years due to
reduced corporate cost.
Share of profit from associates was a loss of
USD 62 million, mainly related to the 37.8%
ownership in Wallenius Wilhelmsen ASA.
Change in fair value financial assets was
a gain of USD 192 million. This followed a
strong uplift in the value of the investment
in Hyundai Glovis, while value of other
investments was down.
Other financials were an income of USD
33 million, including dividend income and
investment gains.
Tax was an expense of USD 5 million including
an impairment of deferred tax asset related to
tax loss carry forward.
Profit to equity holders of the company was
USD 90 million for the year, compared with a
profit of USD 96 million in 2019.
Wallenius Wilhelmsen ASA
Wallenius Wilhelmsen ASA is a global provider
of ocean and land-based logistics services
towards car and ro-ro customers and is listed
on Oslo Børs. Wilhelmsen owns 37,8% of the
company, which is reported as associate in
Wilhelmsen’s accounts.
Total income for Wallenius Wilhelmsen ASA
was USD 2 958 million in 2020, a 24% reduction
mainly due to COVID-19. Ocean revenues were
down 26% driven by 23% lower volumes, lower
net freight per CBM, reduced fuel surcharge
and a decline in other revenue. Landbased
revenues were down 20% as volumes
dropped on temporary original equipment
manufacturer (OEM) plant closures and
production cutbacks.
EBITDA was USD 473 million for the year.
Adjusting for non-recurring items, EBITDA
was down 36% compared with 2019.
Wilhelmsen’s share of profit from Wallenius
Wilhelmsen ASA was a loss of USD 63 million
in 2020, compared with a USD 39 million
profit in 2019.
The Wallenius Wilhelmsen ASA share price
was up 6.3% in 2020, closing at NOK 23.20.
As of 31 December 2020, the market value of
Wilhelmsen’s investment was USD 435 million,
Holding and
investments
• Wallenius Wilhelmsen ASA
(owned ~37.8%)
• Treasure ASA
(owned ~72.7%)
• Financial assets
23
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Directors’ report
while the book value of the shareholding was
USD 798 million. A value in use assessment has
been made supporting the book value.
Treasure ASA
Treasure ASA holds a 11.0% ownership interest
in Hyundai Glovis and is listed on Oslo Børs.
Wilhelmsen owns 73,5% of Treasure ASA.
Glovis) was a loss of USD 13 million in
2020, while dividend income was USD 4
million. The value of the assets was USD 103
million at the end of 2020. During the year,
Wilhelmsen reduced its shareholding in Qube
Holdings from 40 million to 35 million shares,
representing a 1.8% ownership.
Treasure ASA’s main source of income is the
dividend received from Hyundai Glovis. This is
reported as financial income in Wilhelmsen’s
accounts. Dividend received in 2020 was USD
12 million.
Other holding and investments activities
Holding/other activities include general
holding activities and certain non-financial
investments, including Raa Labs AS (100%
owned), Massterly AS (50%), Dolittle AS (46%),
and Edda Wind AS (25%).
In December, Treasure ASA sold 1.04% of its
shares in Hyundai Glovis, reducing ownership
from 12.04% to 11.0%. Net proceeds from the sale
were USD 63 million.
The value of Treasure ASA’s investment in
Hyundai Glovis was USD 699 million by the
end of 2020, up from USD 560 million by the
end of the previous year. The USD 139 million
increase was the net effect of a USD 202 million
valuation gain, accounted for as change in fair
value financial assets, and the sales proceed.
The net operating cost related to holding and
investment activities was down for the year.
In October, Wilhelmsen completed the
transaction acquiring 25% of Østensjø Group’s
offshore wind company, Edda Wind AS,
with option to buy another 25% before June
2021. Launched in 2018, Edda Wind AS owns
and operates service vessels supporting the
maintenance work conducted during the
commissioning and operation of offshore
wind parks.
The Treasure ASA share price was up 35.5%
for the year, closing at NOK 18.50. As of
31 December 2020, the market value of
Wilhelmsen’s shareholding in Treasure
ASA was USD 347 million.
In 2020, Treasure ASA paid total dividend
of NOK 0.40 per share, up from NOK 0.30
per share in 2019. Total cash proceeds to
Wilhelmsen were USD 7 million.
During the second and third quarter, Treasure
ASA bought 3.5 million own shares in the
market at NOK 11.00 to NOK 11.25 per share.
Wilhelmsen maintained a holding of 160
million shares in Treasure ASA.
Financial investments
Financial investments include cash and cash
equivalents, current financial investments and
other financial assets held by the parent and
fully owned subsidiaries.
Net income from investment management was
a gain of USD 13 million in 2020. The value of
the current financial investment port folio held
by the holding company was USD 124 million by
the end of the year, up from USD 102 million one
year earlier. The portfolio primarily included
listed equities and investment-grade bonds.
Change in fair value of non-current financial
assets (excluding shareholding in Hyundai
RISK REVIEW
The Wilhelmsen group consists of a
diversified portfolio of operating companies
and investments. Most activities are within
or related to the maritime industry, where
Wilhelmsen has extensive competence and a
long experience in managing risks.
Risk management
The group is committed to manage risks in
a sound manner related to its businesses
and operations. To accomplish this, the
governing concept of conscious strategy and
controllable procedures for risk mitigation
ultimately provides a positive impact on
profitability. The responsibility of governing
boards, management and all employees are to
be aware of the current environment in which
the companies operate, implement measures
to mitigate risks, prepare to act upon unusual
observations, threats or incidents, and
respond to risks to mitigate consequences.
The group has put in place a risk monitoring
process based on identification of risks for
each business unit, and with a group risk
matrix presented to the board on a quarterly
basis for review and necessary actions.
Market risk
Demands for the group’s service offerings are,
to various degree, correlated with the global
economy in general and maritime trade in
particular.
24
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Maritime services are exposed to the general
shipping markets. In 2020, global shipping
was impacted by measures to contain the
spread of COVID-19. In this environment,
maritime services remained resilient and had
an overall stable activity level outside the
cruise segment.
Supply services’ exposure is mainly to the
Norwegian offshore sector, but with a
gradual expansion into other markets. Despite
a fall in oil prices in 2020, the activity level
remained high partly due to government
support schemes towards the industry.
Investment exposure is skewed towards
the global automotive and high and heavy
markets, through the shareholding in
Wallenius Wilhelmsen ASA and, indirectly,
Hyundai Glovis. A fall in global auto
sales in 2020 had a negative impact on
the two companies, but a recovery is now
underway. From a geographical perspective,
Wilhelmsen’s investment exposure is
overweight towards Korea and, to a less
degree, Oceania and the Nordic region.
Operational risk
The various operating entities of the group
are exposed to and manage risk specific to the
markets in which they operate. The general
risk picture broadly remains unchanged from
previous years.
Through its global reach and broad product
spectre, maritime services operations are
exposed to a wide range of operational risk
factors. These are, however, mainly related to
local markets and specific product offerings.
While any such incident will normally have
limited global consequences, a major accident,
turbulence within a key geographical market,
product quality issues, a cyber-attack or other
disruption of IT systems, a pandemic, or
loss of main customers may affect the wider
financial and operational performance.
or related to specific group companies. This
includes exposure to currencies, oil prices,
equity markets and interest rates, as well as
credit risk and liquidity risk.
In the currency markets, the USD strengthened
against most currencies at the start of the
COVID-19 pandemic, before weakening towards
the end of 2020.
The oil price remained volatile also in 2020,
falling sharply at the start of the pandemic
before partly recovering.
To support economic activity during the
pandemic, most central banks have now
cut the base interest rates close to zero.
Indications are that this situation will
remain for some time.
The global equity market first reacted
negatively to the sharp fall in economic
activity following the pandemic, before
recovering supported by low interest rates
and an expected economic recovery.
The group’s exposure to, and management
of, financial risk is further described in Note
19 to the 2020 group accounts. This includes
foreign exchange rate risk, interest rate risk,
investment portfolio risk, credit risk and
liquidity risk.
All group companies were compliant with
their loan covenant requirements in 2020.
Climate risk
Wilhelmsen is exposed to climate risk
on a general basis and related to specific
group companies.
Physical risks related to the maritime services
and supply services assets and operations,
such as more extreme weather and rising
water levels, are considered to be medium to
long term risks.
Supply services operations will have a similar
risk exposure as maritime services, though
mainly related to the offshore industry and the
northern European region.
Transition risks related to the group are
considered to be more short to medium term.
This includes regulatory, reputational, market,
and technology risks.
The group has established a range of measures
to avoid or mitigate the consequences of
operational risk incidents. In 2020, safe
operation during the pandemic and cyber
risk have received special attention.
Financial risk
Wilhelmsen remains exposed to a wide range
of financial risks, either on a general basis
The energy transition and the decarbonisation
of shipping are the backdrop for the trans ition
risks for the group, but also present significant
opportunities.
The International Maritime Organisation’s
(IMO) greenhouse gas (GHG) emissions
ambition coupled with the enabling measures
for the EU’s green deal, other regional and
25
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Directors’ report
national government’s climate measures
and energy transition priorities, as well as
the finance sector’s increased attention on
environmental, social, and governance (ESG)
issues, all exemplify the changing landscape
for Wilhelmsen.
and according to international and local
guidelines. Management has also been active
in raising awareness of the need for seafarers
to be recognized as key workers, to enable the
safe and unhindered movement of seafarers to
and from their workplace.
The work to identify, measure and manage
climate risk will continue, building on the
recommendations from the Task force on
Climate-related Financial Disclosures (TCFD).
HEALTH, WORKING ENVIRONMENT,
AND SAFETY
Working environment and occupational health
The company conducts its business with
respect for human rights and labour standards,
including conventions and guidelines related
to the prevention of child or forced labour,
minimum wage and salary, working conditions
and freedom of association. Employees and
external stakeholders are encouraged to report
on non-compliant behaviour through the
group’s global whistleblowing system.
Exposure hours
In 2020, there were around 44.8 million
exposure hours (work hours) in the group.
Vessel based operations accounted for
79% of total exposure hours and onshore
operations accounted for 21%.
Sickness absence and occupational disease
The group’s variety of ongoing initiatives to
maintain a healthy work environment were
particularly critical during the year. The focus
was on physical and mental health, working
conditions including working from home,
employee assistance program, safe social
activities, employee engagement surveys
and opportunities for personal development.
The sickness absence rate was 2.01% for
onshore operations, and 0.01% on vessels,
in line with previous year. There were no
occupational disease cases recorded in 2020.
Turnover
The turnover rate for employees in the parent
company and fully owned subsidiaries was
11.25% in 2020, in line with previous years.
The turnover rate varies between segments.
Lost time injuries and total recordable cases
There were zero work related fatalities in 2020.
For vessel-based operations, safety campaigns
focused on COVID-19 measures and mental
health and wellness. During the year, crew
changes were conducted where possible,
when risk mitigation conditions were met,
In 2020, the lost-time injury frequency (LTIF)
rate for sailing personnel was 0.28, within the
target not to exceed 0.50. The total recordable
case frequency (TRCF) rate was 1.40, within
the target not to exceed 2.80. The LTIF rate
target for 2021 is not to exceed 0.40 and the
TRCF rate is not to exceed 2.80.
For onshore operations, campaigns focused
on COVID-19 measures and mental and
physical health and wellness, including the
working from home situation. At the end
of the year, approximately 60% of onshore
employees were working from home.
The LTIF rate onshore was 0.13 in 2020, within
target not to exceed 0.5. The TRCF rate result
of 0.30 was within target not to exceed 1.5.
The LTIF rate target for 2021 is not to exceed
0.40 and the TRCF rate is not to exceed 1.0.
All reported incidents were investigated to
avoid similar incidents in the future, improve
necessary training and awareness measures.
Near miss incidents and safety observations
Safety observation reporting on vessel
operations increased in 2020 with 10 969
observations reported for the year compared
to 9 782 in 2019.
Safety observation and risk assessment
reporting onshore improved in 2020, mainly
due to increased recording of the Take5 safety
assessments conducted by ships agency
employees. 9 450 observations were reported
versus 8 414 in 2019.
All reported near misses were investigated to
avoid similar incidents in the future, improve
necessary training and awareness measures,
and improve control measures.
Sharing of safety moments and lessons
learned continued, particularly in the
response to COVID-19 measures and cases.
Reporting and utilisation of analytics to
identify key potential improvement areas
continues to be in focus.
Working committee and executive committee
The management cooperates closely with
employees through several bodies, including
the joint working committee and the executive
26
Wilh. Wilhelmsen Holding ASA Annual Report 2020
committee for industrial democracy in
foreign trade shipping. This cooperation gives
valuable input to solve company related issues
in a constructive way.
The joint working committee discusses
issues related to health, work environment
and safe ty.
The executive committee for industrial
democracy in foreign trade shipping considers
general business, financial and governance
issues of importance to the company and the
workforce. In 2020, both committees held
official meetings according to plan.
ORGANISATION AND PEOPLE DEVELOPMENT
Workforce
The group’s head office is in Norway, and the
group has 229 offices in 62 countries within
its controlled structure. The group employed
10 639 seafarers and 4 813 land-based
employees at the end of 2020.
Equal opportunities
Wilhelmsen has a clear policy stating that
employees have the right to equal opportunities.
Harassment and discrimination based on race,
gender or similar grounds, or other behaviour
that may be perceived as threat ening or
degrading, is not acceptable.
Females represent 35% of the land-based work
force, 25% of senior management positions,
and 1% of the seafarer work force.
One of the four members of the company’s
group management is female and two of the
five directors on the board of directors of
Wilhelmsen are female.
Driving performance
Wilhelmsen strives to create a performance
culture where engaged employees deliver
desired results and are rewarded accordingly.
Employee performance and engagement
is measured through annual surveys,
performance appraisals and annual
activity plans.
In the third quarter of 2020, Wilhelmsen
conducted an employee engagement survey
including specific questions related to the
company’s response to the pandemic.
The results point to consistent and positive
high engagement. Employees responded
that they feel well taken care off, have
received sufficient and timely information,
have experienced the company taking
sufficient measures to reduce risk of infection,
and have been able to keep motivation despite
most working from home.
There is always room for improvement. Senior
management and individual managers in all
locations were required to conduct follow up
discussions with their teams. Where results
were less than the expected benchmark,
managers were required to implement specific
actions to improve results.
Compensation and benefits
The purpose of Wilhelmsen’s compensation
and benefit framework is to drive performance
and to attract and retain employees with the
right experience and knowledge deemed
necessary to achieve the company’s strategic
ambitions. The framework takes local
regulations and competition into account, as
well as the responsibility and complexity of
the position.
The bonus schemes are one of several
instruments to drive performance. Bonus is paid
if set bonus targets are reached. Compensation
to executives is described in the notes 6 and 2
to the group and parent accounts respectively.
Wilhelmsen also issues a statement on the
remuneration for senior executives, note 16
to the parent company accounts.
Investing in competence
Learning and innovation is one of the
group’s core values, and Wilhelmsen places
particular emphasis on continuous learning
through on-the-job experiences, tasks
and problem solving feedback, coaching
(formal and informal) and networks and
formal classroom courses, e-learning,
seminars and videos.
A learning organisation with motivated
employees contributes to efficient operations
and has a positive impact on revenue
and earnings.
Personal development plans for all employees
are integrated in the performance appraisal
and review process. In 2020, the average hours
of formal training recorded per employee was
eight hours.
Developing leaders for the future
To meet challenging and changing
environments, Wilhelmsen is dependent
on highly capable leaders.
In 2020, a new leadership development
approach was developed for all approximately
850 leaders in the group. The leadership
27
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Directors’ report
development journey is a continuous program
consisting of two or three learning modules
per year, with a strong focus on building cross
divisional and cross company peer networks.
The top 160 leaders completed their first
module in 2020, and the middle and frontline
leaders will start in 2021.
Whistle blowing and anti-corruption
In 2020, there were 25 whistles received
related to allegations of fraud/corruption,
data protection, health and safety, and HR
related matters.
In 22 of the whistles the reported issues have
been concluded with appropriate action
taken, while three were pending a conclusion
at year end.
The COVID-19 situation has been a challenge
during 2020 for compliance activities that
require travel and physical presence at our
locations, such as investigations and audits.
Scheduled internal business standards
audits were postponed due to the situation,
and a follow up of potential irregularities
was conducted by providing guidance and
instructions to local and regional resources.
Several internal fraud cases have been
detected, with one case reported to the police.
To continue competence building with
employees, a new business standards program
will be rolled out in 2021 including the areas of
anticorruption, theft and fraud, whistleblowing,
competition law and personal data protection.
ENVIRONMENT
Wilhelmsen works to reduce the
environmental impact of our own and our
customers’ operations, as well as addressing
industry and societal issues, climate action
and marine litter and pollution.
Ship management
Ship management provides full technical
management, crewing and related services for
all major vessel types, and as such is in a good
position to influence compliant, sensible, safe
and environmentally sound operations for
vessel owners.
To provide value to customers and reduce
environmental impact, ship management’s
ongoing goal is to work with customers to
optimize vessel and voyage operations and
collaborate on the development of alternative
fuels including hydrogen.
Ship management promotes responsible
consumption and recycling programs
onboard and onshore, and is proactive in
reducing plastics in vessel operations by
introducing requirements towards suppliers
and facilitating industry initiatives to reduce
single use plastics in the maritime industry.
Ships service
Wilhelmsen Chemicals is located in Norway,
a 12 000 sqm production facility with
chemical tanks, storage facilities and a
deep-water quay. The site does not produce
chemicals, but brings in different components
and mixes it to become products distributed
nationally in Norway and globally through
the ships service network. The operation
is certified according to the ISO14001
standard and has focus on utilising chemical
components that are less harmful to the
environment, employees and customers.
Ships agency offers full agency, husbandry
and protective agency services in 2 200
port locations. In 2020, a visibility tool
was developed to support vessel operators
make informed decisions about the optimal
location to land plastic and other waste.
The tool initially covers 167 ports and will be
further extended.
NorSea Group
NorSea Group has seven bases covering
2 451 000 sqm. When investing, developing
and operating bases, environmental aspects
and impacts are addressed in five key areas:
infrastructure, machines and equipment,
buildings, digitalization and improvement,
and collaboration and new business concepts.
Bases set environmental targets and
improvement projects based on their
individual site risk assessments. The
operations are certified according to the
ISO 14001 standard and focus areas include
energy and emissions, waste and recycling, oil
separators, tanks and chemical handling.
Activities related to energy transition and
emissions reductions include the installation
of shore power, gradual electrification of the
machine park, and supporting infrastructure
development to contribute to the hydrogen
and carbon capture value chains.
Climate related reporting and disclosures
In 2021, the required work to systematically
account for and manage the group greenhouse
gas (GHG) emissions inventory will be complete.
All entities where Wilhelmsen have more than
50% ownership will be included in the inventory
and appropriate GHG emission reduction
targets will be determined to direct activities.
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Wilh. Wilhelmsen Holding ASA Annual Report 2020
CORPORATE GOVERNANCE
The board believes sound corporate
governance is a foundation for profitable
growth and that it provides a healthy company
culture. A good governance contributes to
reducing risk and creating long-term value for
shareholders and other stakeholders.
Wilhelmsen observes the Norwegian Code of
Practice for corporate governance, in addition
to requirements specified in the Norwegian
Public Companies Act and the Norwegian
Accounting Act. The board’s corporate
gov ernance report for 2020 can be found in
the annual report and on wilhelmsen.com. It
is the board’s view that the company has an
appropriate governance structure and that it is
managed in a satisfactory way. The corporate
governance report is to be considered by the
annual general meeting on 22 April 2021.
SUSTAINABILITY
Wilhelmsen assesses environmental, social
and corporate governance (ESG) issues in
its investment analysis, business decisions,
ownership practises and financial reporting.
The company has a sustainability policy that
includes human rights, labour standards and
a commitment to promote environmental
responsibility.
UN Global Compact (UNGC) engagement
Wilhelmsen subscribes to the 10 principles
of the UNGC and works actively within the
UNGC Sustainable ocean business action
platform to partner with other serious
actors to contribute to the achievement of
the Sustainable Development Goals (SDGs).
During 2020, a special COVID-19 task force
was also established in the platform and
delivered several papers and interventions to
address the crew change challenges.
Sustainability governance
The board is committed to a sustainable
strategy and acknowledges that it is a
vital prerequisite for Wilhelmsen to be a
profitable and responsible player in the
industry and society at large. With an aim to
increase transparency, Wilhelmsen issues a
sustainability report following the guidelines
set forward in the Global Reporting Initiative’s
(GRI) sustainability reporting standards. The
report describes how Wilhelmsen combines
long-term profitability with emphasis on
ESG factors.
The full report is available on wilhelmsen.com.
Materiality assessment
The company conducts materiality
assessments to ensure attention is on material
aspects of the group’s business. The content
of the 2020 sustainability report is defined
by a materiality assessment conducted in
2018 where the following aspects are of most
importance:
• Ethics and anti-corruption.
• Health and safety.
• Responsible procurement.
• Cyber security and data protection.
Wilhelmsen conducted a new materiality
assessment review in 2020, and the outcome
will be used to focus the 2021 activities and
reporting.
Focus areas and achievements in 2020
In 2020, the following areas received
particular attention:
• Employee engagement.
• Ethics and anti-corruption.
• Health, safety and wellbeing.
• Responsible procurement.
• Cyber security and data protection.
• Climate risk and opportunities.
• Partnerships for sustainable innovations.
The company’s achievements included:
• Positive and consistent employee
engagement score and positive response to
the company’s COVID-19 response measures.
• Increased employee awareness in cyber
security, and strengthened 24/7 security
operations capabilities.
• Several key investments and ongoing
projects contributing to the decarbonisation
of shipping and the energy transition.
Focus areas for 2021
The company will continue to focus its efforts
on high materiality areas based on the revised
materiality assessment:
• Ethics and anti-corruption.
• Health, safety and wellness.
• Cyber security.
• Business offering and model innovation.
In addition, the company will intensify focus
on strategic areas of:
• Decarbonisation of shipping and
maritime services.
• Renewable energy transition.
• Reducing marine litter and pollution.
Stakeholder engagement
The company is regularly in dialogue with key
stakeholders who engage with issues relating
to the maritime industry and the activities
of the Wilhelmsen group. The dialogue
contributes to understanding the expectations
of the community and transferring them
29
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Directors’ report
to the group. It also enables the company
to communicate decisions to stakeholders
and provide them with explanations for our
underlying motives.
In 2020, Wilhelmsen was engaged in
dialogues with governments, investors,
non-governmental organisations and other
stakeholders discussing topics related to the
group or industry at large. Topics covered
included financial issues, compliance,
innovation, decarbonisation of shipping,
renewable energy and sustainability
in general.
The work of the nomination committee
follows the guidelines set by the shareholders.
In line with procedures described on the
Wilhelmsen website, shareholders and other
interested parties have been invited to put
forward candidates for the board and the
nomination committee. The committee
has also been in dialogue with selected
shareholders and has actively approached
relevant potential candidates.
ALLOCATION OF PROFIT, DIVIDEND, AND
SHARE BUY BACK
The board’s proposal for allocation of the net
profit for the year is as follows:
OUTLOOK
Group business drivers
Wilhelmsen is a global provider of maritime
related services, transportation, and logistics
solutions. The prospects for the group and
its business segments are, to various degree,
correlated with general development in world
economy and trade.
After an estimated 3-4% drop in global GDP in
2020 due to measures implemented to contain
the pandemic. A rebound is expected to take
place in 2021 and 2022.
Measures implemented to contain spread of
COVID-19 also have an impact on the global
operation, with majority of office employees
still working from home at the start of 2021.
Travel restrictions in many countries will also
continue to create operational issues related
to crew changes.
Outlook for maritime services
While most shipping markets are affected by
changes in world output and trade, individual
shipping segments are often more impacted
by factors specific to each segment. During
the pandemic, the cruise industry has been
particularly hard hit, while cargo ships have
been less so. This situation is expected to
continue into 2021.
Parent company accounts (NOK thousand)
Profit for the year
From equity
Proposed dividend
Total allocations
188 157
(34 743)
222 900
188 157
For ships service, having a broad exposure
to the general shipping industry, operating
income is expected to remain below historic
levels during the first part of 2021. The largest
impact will remain from reduction in cruise
activities, representing 10-15% of operating
income pre COVID-19.
The board is proposing a NOK 5.00 dividend
per share payable during the second quarter
of 2021, representing a total payment of NOK
223 million (excluding shares owned by the
company). The dividend proposal includes
NOK 2.00 in extraordinary dividend to
compensate for the reduced dividend paid
in 2020, and NOK 3.00 as a first dividend
payment for the year 2020.
The board is granted an authorisation to,
on behalf of the company, acquire up to
10% of the company’s own issued shares.
The authori sation is valid until the annual
general meeting in 2021, but no longer than
to 30 June 2021. Following a buyback program
completed in 2019, Wilh. Wilhelmsen Holding
ASA owns a total of 1 823 824 own shares, split
on 537 092 A-shares and 1 286 732 B-shares.
This is equivalent to 3.93% of total shares in
the company.
For ship management, operating income is
expected to gradually increase, supported by
a targeted growth in ships on management.
The new Wilhelmsen Ahrenkiel Ship
Management joint venture will create a platform
for further expansion in the container segment.
Outlook for supply services
NorSea Group, where Wilhelmsen has a
75.2% shareholding, remains exposed to
the Norwegian oil and gas industry, but is
gradually expanding into other activities.
A partial recovery in the oil price together with
a Norwegian stimulus package for the industry
has created a more positive market sentiment
compared with the outlook in the early
stage of the pandemic. Income from supply
base real estate properties will continue to
be important for long term value creation,
while offshore wind activities are expected to
gradually increase.
30
Wilh. Wilhelmsen Holding ASA Annual Report 2020
For governmental services, the investment
in Olavsvern Group AS completed in the
first quarter of 2021 creates new growth
opportunities. Outside this, no major change
in activity level and income is projected in the
short term.
Outlook for holding and investment activities
Wallenius Wilhelmsen ASA, where
Wilhelmsen has a 37.8% stake, is a market
leader in shipping and logistics services to the
global automotive, rolling equipment, and
breakbulk industries. The markets in which
Wallenius Wilhelmsen ASA operate have
recovered significantly since the sharp drop in
volumes observed during early parts of 2020,
but volumes remain below 2019 levels and
sales patterns remain unstable. Due to overall
global fleet reduction, low order book and a
rebound in volumes, overall industry supply-
demand balance is expected to improve
mid-term.
Treasure ASA, where Wilhelmsen has a 73.5%
shareholding, is an investment company
with an 11% shareholding in Hyundai Glovis
as the main asset. Treasure ASA also has a
USD 64 million cash balance following sale
of a 1.04% share in Hyundai Glovis late 2020.
The Hyundai Glovis share price has improved
since year end but remains volatile.
Other financial investments primarily include
a broad portfolio of mainly listed equities
and investment-grade bonds. The largest
individual investment is in Qube where
Wilhelmsen retains a 1.8% shareholding.
Edda Wind AS, where Wilhelmsen acquired
a 25% stake late 2020, has two vessels in
operation and four newbuilds, of which two
have secured long term charters. The option
to acquire another 25% of Edda Wind AS was
declared on 8 March 2021.
Outlook for the Wilhelmsen group
Wilhelmsen holds leading positions in several
maritime industry segments. The combined
forces of extensive business knowledge, global
network, innovative organisation, and strong
solidity will continue to support development
of the group.
Wilhelmsen is exposed to global trade.
Uncertainty remains on future development of
global trade, including global economic growth,
trade restrictions and the environment. In the
short term, measures to stop the spread of the
coronavirus will continue to have a negative
impact on most business activities. Wilhelmsen
retains its robustness and capacity to both meet
such eventualities and to actively expand its
footprint within targeted business segments.
Lysaker, 24 March 2021
The board of directors of Wilh. Wilhelmsen Holding ASA
Diderik Schnitler (sign)
chair
Rebekka Glasser Herlofsen (sign)
Ulrika Laurin (sign)
Carl E Steen (sign)
Trond Westlie (sign)
Thomas Wilhelmsen (sign)
group CEO
31
GroupDirectors’ reportWilh. Wilhelmsen Holding ASA Annual Report 2020 Energy
transition
The challenge: The world needs sources of renewable
energy, and the offshore wind industry is part of the answer.
The solution: To solve parts of the value chain and to tackle
some of the challenges of offshore wind power, Wilhelmsen
joined forces with Edda Wind to support the maintenance
work conducted during the commissioning and operation
of offshore wind parks.
3
Accounts
and notes
– group
Group
Accounts and notes
Income statement Wilh. Wilhelmsen Holding group
USD mill
Operating revenue
Other income
Total income
Operating expenses
Cost of goods and change in inventory
Employee benefits
Other expenses
Depreciation
Total operating expenses
Operating profit
Share of profit/(loss) from joint ventures and associates
Change in fair value financial assets
Financial income
Financial expenses
Profit before tax
Tax income/(expense)
Profit for the period
Of which:
Profit attributable to the equity holders of the company
Profit attributable to non-controlling interests
Basic / diluted earnings per share (USD)
Note
1/3/21
1
15
6
1/21
7/8
4
14
1
1
9
10
2020
2019
807
5
812
(243)
(299)
(131)
(78)
(751)
60
(50)
192
46
(44)
205
(27)
178
117
61
2.63
836
14
850
(247)
(306)
(148)
(71)
(772)
78
49
34
33
(49)
144
(15)
130
114
16
2.46
Comprehensive income Wilh. Wilhelmsen Holding group
Profit for the year
178
130
Items that may be reclassified to the income statement
Cash flow hedges (net after tax)
Comprehensive income from associates
Currency translation differences
Items that will not be reclassified to the income statement
Remeasurement postemployment benefits, net of tax
Other comprehensive income, net of tax
Total comprehensive income for the year
Total comprehensive income attributable to:
Equity holders of the company
Non-controlling interests
Total comprehensive income for the year
19
11
(3)
(4)
33
(3)
23
200
141
59
200
1
(2)
(2)
(1)
(3)
127
111
16
127
Notes 1 to 26 on the next pages are an integral part of these consolidated financial statements.
36
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Balance sheet Wilh. Wilhelmsen Holding group
USD mill
Note
31.12.2020
31.12.2019
ASSETS
Non current assets
Deferred tax asset
Property, vessel and other tangible assets
Goodwill and other intangible assets
Right-of-use assets
Investments in joint ventures and associates
Financial assets to fair value
Other non current assets
Total non current assets
Current assets
Inventories
Current financial investments
Other current assets
Cash and cash equivalents
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity
Paid-in capital
Retained earnings and other reserves
Shareholders' equity
Non-controlling interests
Total equity
Non current liabilities
Pension liabilities
Deferred tax
Non current interest-bearing debt
Non current lease liabilities
Other non current liabilities
Total non current liabilities
Current liabilities
Current income tax
Public duties payable
Current interest-bearing debt
Current lease liabilities
Other current liabilities
Total current liabilities
Total equity and liabilities
9
7
7
8
4
14/19
12
15
16/19
12/17
17
11
9
18/19
8/18
12
9
18/19
8/18
12
55
560
141
177
973
801
28
2 736
84
124
274
269
751
3 488
122
1 886
2 008
257
2 265
25
12
426
161
23
647
14
14
38
31
478
576
3 488
Lysaker 24 March 2021
The board of directors of Wilh. Wilhelmsen Holding ASA
Diderik Schnitler (sign)
chair
Trond Westlie (sign)
Carl E Steen (sign)
Thomas Wilhelmsen (sign)
group CEO
Rebekka Glasser Herlofsen (sign)
Ulrika Laurin (sign)
Notes 1 to 26 on the next pages are an integral part of these consolidated financial statements.
57
555
151
173
1 003
675
25
2 638
82
102
317
153
655
3 293
122
1 758
1 880
202
2 082
20
11
429
154
28
643
9
12
65
27
455
568
3 293
37
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
Cash flow statement Wilh. Wilhelmsen Holding group
USD mill
Note
2020
2019
Cash flow from operating activities
Profit before tax
Share of (profit)/loss from joint ventures and associates
Changes in fair value financial assets
Financial (income)/expenses
Depreciation/impairment
(Gain)/loss on sale of fixed assets
Gain from sale of subsidiaries, joint ventures and associates
Change in inventories
Change in working capital
Tax paid (company income tax, withholding tax)
Net cash provided by operating activities
Cash flow from investing activities
Dividend received from joint ventures and associates
Proceeds from sale of fixed assets
Investments in tangible and intangible assets
Net proceeds from sale of subsidiaries
Net proceeds from sale of joint ventures and associates
Investments in subsidaries, joint ventures and associates
Loan repayments received from sale of subsidiaries
Proceeds from dividend and sale of financial investments
Current financial investments
Interest received
Net cash flow from investing activities
Cash flow from financing activities
Net proceeds from issue of debt after debt expenses
Repayment of debt
Repayment of lease liability
Interest paid including interest derivatives
Interest paid on lease liability
Cash from/(to) financial derivatives
Dividend to shareholders/purchase of own shares
Net cash flow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at 31.12
4
14
1
7/8
1
1/4
4
7
4
1
18
18
8
1
1/8
205
50
(192)
(2)
78
(5)
1
70
(9)
194
21
7
(37)
(34)
146
(62)
1
41
19
(60)
(18)
(18)
(10)
(14)
(18)
(119)
115
153
269
144
(49)
(34)
17
71
(8)
(6)
(9)
(19)
(8)
98
33
17
(40)
3
34
(3)
6
65
(38)
4
81
93
(136)
(24)
(25)
(11)
(62)
(165)
14
140
153
The group is located and operating world wide and every entity has several bank accounts in different currencies. The cash flow effect from revaluation of cash and
cash equivalents is included in net cash flow provided by operating activities.
Notes 1 to 26 on the next pages are an integral part of these consolidated financial statements.
38
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Equity Wilh. Wilhelmsen Holding group
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
USD mill
Share capital
Own shares
Retained
earnings
Total
Non-
controlling
interests
Total equity
Balance 31.12.2019
122
(4)
1 761
1 880
202
2 082
Comprehensive income for the period:
Profit for the period
Other comprehensive income
Total comprehensive income for the period
Transactions with owners:
Change in non-controlling interests
Own shares*
Dividends
Balance 31.12.2020
*Treasure ASA acquired 3.965.000 shares during 2020.
117
24
141
(3)
(9)
117
24
141
(3)
(9)
122
(4)
1 890
2 008
61
(1)
59
(1)
(3)
257
178
23
200
(1)
(3)
(13)
2 265
USD mill
Share capital
Own
shares
Retained
earnings
Total
Non-
controlling
interests
Total equity
Balance 31.12.2018
122
1 853
1 975
212
2 188
Comprehensive income for the period:
Profit for the period
Other comprehensive income
Total comprehensive income for the period
Transactions with owners:
Change in non-controlling interests*
Own shares **
Dividends
Balance 31.12.2019
114
(3)
111
5
(27)
(26)
114
(3)
111
5
(31)
(26)
1 761
1 880
16
16
(5)
(5)
202
130
(3)
127
(0)
(31)
(31)
2 082
(4)
(4)
122
* Liquidation of 2.200.000 own shares in Treasure ASA.
** WWH acquired own shares 30 September 2019 for USD 31 million, represented 537.092 A-shares and 1.286.732 B-shares. Average cost per shares was NOK 144.00.
Dividend for fiscal year 2019 was NOK 2.00 per share and was paid in May 2020.
Dividend for fiscal year 2018 was NOK 5.00 per share, where NOK 2.50
per share was paid in May 2019 and NOK 2.50 per share was paid in
November 2019.
The proposed dividend for fiscal year 2020 is NOK 5.00 per share, payable in
May 2021.
A decision on this proposal will be taken by the annual general meeting
on 22 April 2021. The proposed dividend is not accrued in the year-end
balance sheet.
The dividend will have effect on retained earnings in second quarter 2021.
Notes 1 to 26 on the next pages are an integral part of these consolidated financial statements.
39
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
General accounting principle Wilh. Wilhelmsen Holding group
GENERAL INFORMATION
Wilh. Wilhelmsen Holding ASA (referred to as the parent company) is domiciled
in Norway. The consolidated accounts for fiscal year 2020 include the parent
company and its subsidiaries (referred to collectively as the group) and the
group’s share of joint ventures and associated companies.
actual underlying business, its present and forecast profitability over time,
and expectations about external factors such as interest rates, foreign
exchange rates and oil prices which are outside the group’s and parent
company’s control. This presents a substantial risk that actual conditions
will vary from the estimates.
The annual accounts for the group and the parent company were issued by the
board of directors on 24 March 2021.
BASIS OF PREPARATION
Compliance with IFRS
The consolidated accounts have been prepared in accordance with the
International Financial Reporting Standards (IFRS), as endorsed by the
European Union. The separate financial statements for the parent company
have been prepared and presented in accordance with simplified IFRS as
approved by Ministry of Finance 10 December 2019. In the separate statements
the exception from IFRS for recognition of dividends and group contributions is
applied. Otherwise, the explanations of the accounting policy for the group also
apply to the separate statements, and the notes to the consolidated financial
statements will to a large degree also cover the separate statements.
Wilhelmsen also provides additional disclosures in accordance with
requirements in the Norwegian Accounting Act related to remuneration to the
board and the management.
The company is a public limited liability company, listed on the Oslo Stock
Exchange.
Critical accounting estimates and assumptions
When preparing the financial statements, the group and the parent company
must make assumptions and estimates. These estimates are based on the
Most statements of financial position items will be affected by uncertainty
related to estimates and assumption to a certain degree. The items most
affected, and where estimates and assumptions are assessed to have the
greatest significance include:
• Deferred tax asset (Note 9)
• Goodwill (Note 7)
• Leases (Note 8)
• Loss allowance on accounts receivable (Note 13)
• Provisions and other non-current liabilities (Note 12)
Accounting principles applied, estimates and assumptions used by
management are presented in the respective notes.
Financial reporting principles
The financial reporting principles are described in the relevant notes in the
consolidated financial statements and in the notes in the financial statements
of the parent company.
The financial reporting principles described in the consolidated financial
statements also apply to the financial statements of the parent company,
unless otherwise stated.
40
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note 1 Combined items, income statement
USD mill
OPERATING REVENUE
Ships service
Supply services
Ship management and crewing
Other services
Total operating revenue
OTHER INCOME
Gain on sale of assets
Total other income
OTHER EXPENSES
Office expenses
Communication and IT expenses
External services
Travel and meeting expenses
Marketing expenses
Lease expenses
Other operating expenses
Total other expenses
Financial items
Investment management
Interest income
Dividend from financial assets
Other financial items
Net financial items
Financial expenses
Interest expenses
Interest expenses lease liabilities
Other financial expenses
Net financial expenses
Financial - currency gain/(loss)
Operating currency - net
Financial currency - net
Derivatives for hedging of cash flow risk - realised
Derivatives for hedging of cash flow risk - unrealised
Net financial - currency gain/(loss)
Financial income/(expenses)
Spesification of financial income and expenses
Net financial items
Net currency derivatives
Financial income
Net financial - interest expenses
Net financial currency
Financial expenses
See note 19 on financial risk and the section of the accounting policies concerning financial derivatives.
Note
2020
2019
2/3
2/3
2/3
2/3
21
8
21
8
480
260
47
19
807
5
5
(11)
(31)
(22)
(4)
(2)
(12)
(49)
528
249
45
13
836
14
14
(16)
(26)
(20)
(9)
(3)
(10)
(64)
(131)
(148)
13
1
16
1
31
(18)
(10)
(8)
(36)
(4)
(3)
(14)
29
7
2
31
15
46
(36)
(7)
(44)
12
4
16
1
33
(25)
(11)
(5)
(41)
7
(10)
(10)
4
(8)
(17)
33
33
(41)
(8)
(49)
41
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Accounts and notes
Note 2 Segment reporting
FINANCIAL REPORTING PRINCIPLES
The operating segments are reported in a manner consistent with the internal
financial reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified
as the board and Group Management Team, consisting of the group chief
execu tive officer (group CEO) and three executive managers.
SEGMENTS
The chief operating decision-maker monitors the business by combining
entities with similar operational characteristics such as product, services,
market and underlying asset base, into operating segments.
and operation of properties both on and off the supply bases. In addition to
the activity in Norway, the segment offers its services in both Denmark and in
the UK. The international activity consists of both operation of supply bases,
maintenance of rigs and handling of logistics related to international pipeline
projects and windmill parks.
The Holding and Investments segment includes the parent company, Wilh.
Wilhelmsen Holding ASA, Treasure ASA group, Wilh. Wilhelmsen Holding Invest
AS group and other minor activities (WilService AS, Wilhelmsen Accounting
Services AS and corporate group activities like operational management, legal,
finance, portfolio management, communication and human relations) which fail
to meet the definition for other core activities.
The group’s investments in WAWI and Edda Wind AS is presented as part of
Holding and Investments as investments in associates.
The Maritime Services segment offers marine products, ship agency services
and logistics to the merchant fleet and ship management including manning for
all major vessel types, through a worldwide network of more than 229 offices in
some 62 countries.
Eliminations are between the group’s three segments mentioned above.
The segment income statement are measured in the same way as in the
financial statements.
The Supply Services segment is mainly related to the operation of supply
bases for the offshore industry in Norway, as well as real estate development
The segment information provided to the chief operating decision-maker for
the reportable segments for the year ended 31 December 2020 is as follows:
USD mill
Maritime Services
Supply Services
Holding
and Investments
Eliminations
Total
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
INCOME STATEMENT
Operating revenue
Gain on sale of asset
Total income
Cost of goods and change in inventory
Employee benefits
Other expenses
Operating profit/(loss)
before depreciation, amortisation
and impairment
Depreciation and impairment
Operating profit/(loss)
Share of profit/(loss) from associates
Changes in fair value financial assets
Net financial income/(expenses)
Profit before tax
Tax income/(expense)
Profit for the period
Non-controlling interests
542
2
544
(166)
(199)
(91)
89
(39)
50
1
(14)
37
(19)
18
Profit to the equity holders of the company
17
582
9
591
(181)
(204)
(103)
103
(29)
73
4
(27)
(24)
27
(12)
15
1
14
260
3
263
(77)
(88)
(40)
57
(35)
22
249
6
255
(65)
(89)
(42)
59
(37)
22
11
6
(17)
16
(3)
13
3
10
(19)
8
(3)
5
1
4
Supply Services; one customer represent about 20% of the total revenue.
14
11
(10)
14
11
(10)
(7)
(7)
8
5
(1)
1
(1)
1
(1)
(12)
(8)
(7)
(5)
(12)
(62)
192
33
151
(5)
146
57
90
(1)
(14)
(9)
(12)
(5)
(17)
39
61
26
109
1
109
13
96
807
5
812
(243)
(299)
(131)
138
(78)
60
(50)
192
2
205
(27)
178
61
117
836
14
850
(247)
(306)
(148)
149
(71)
78
49
34
(17)
144
(15)
130
16
114
2020
Profit before tax
(USD mill)
2019
Profit before tax
(USD mill)
2020
Total income
2019
Total income
Maritime Services
Supply Services
Holding and Investments
1
5
1
9
0
1
2%
1%
32%
30%
7
3
6
1
7
2
8
66%
69%
42
Wilh. Wilhelmsen Holding ASA Annual Report 2020
2020 Total Income
Maritime Services: 66
Supply Services: 32
Holding and Investments: 2
2019 Total Income
Maritime Services: 69
Supply Services: 30
Holding and Investments: 1
Cont. note 2 Segment reporting
The amounts provided to the chief operating decision-maker with respect to total assets, liabilities and equity are measured in the same way as in the financial statements.
Maritime Services
31.12.19
31.12.20
Supply Services
31.12.19
31.12.20
Holding and
Investments
Eliminations
Total
31.12.20
31.12.19
31.12.20
31.12.19
31.12.20
31.12.19
USD mill
Assets
Deferred tax asset
Tangible assets
Intangible assets
Right of use assets
Investments in joint ventures and
associates
Financial assets to fair value
40
177
134
42
19
42
83
145
46
11
Other non current assets
10
19
Current financial investments
Other current assets
Cash and cash equivalents
Total assets
Equity and liabilities
Shareholders' equity
Equity non-controlling interests
Deferred tax
Interest-bearing debt
Lease liability
Other non current liabilities
Other current liabilities
Total equity and liabilities
291
175
889
208
(2)
12
199
45
24
402
889
327
116
887
204
(1)
11
198
49
22
404
887
6
381
7
118
128
15
68
12
5
473
5
108
126
7
82
7
9
3
1
18
825
801
16
124
3
81
10
27
24
867
675
15
102
27
31
(6)
(6)
(2)
(12)
(16)
(3)
(35)
55
560
141
177
57
577
151
173
973
1 003
801
28
124
359
269
675
25
102
400
153
735
710
1 880
1 753
(17)
(57)
3 488
3 293
164
56
277
129
16
93
154
54
288
113
22
80
1 636
1 523
203
149
20
8
14
23
25
6
27
735
710
1 880
1 753
2 008
1 880
257
12
464
192
48
506
202
11
494
181
49
476
3 488
3 293
(13)
(2)
(3)
(17)
(14)
(6)
(1)
(35)
(57)
Investments in tangible assets
15
14
21
20
1
1
37
36
Maritime Services
Supply Services
Holding and Investments
31.12.20
Shareholders’ equity
31.12.19
Shareholders’ equity
10%
8%
11%
8%
81%
81%
2020
Shareholders’ equity ratio
2019
Shareholders’ equity ratio
Maritime Services
Supply Services
Holding and Investments
Group
Shareholders' equity 31.12.20
Maritime Services: 10
100%
Supply Services: 8
Holding and Investments: 81
80%
%
7
8
%
8
5
Shareholders' equity 31.12.19
Maritime Services: 11
100%
Supply Services: 8
80%
Holding and Investments: 81
%
7
8
%
7
5
60%
40%
20%
%
3
2
%
2
2
60%
40%
20%
%
3
2
%
2
2
43
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
Cont. note 2 Segment reporting
The amounts provided to the chief operating decision-maker with respect to cash flows are measured in a manner consistent with that of the balance sheet.
USD mill
CASH FLOW
Profit before tax
Changes in fair value financial assets
Share of (profit)/loss from joint ventures and associates
Net financial (income)/expenses
Depreciation/impairment
Change in working capital
Net gain from sale of assets
Net cash provided by operating activities
Dividend received from joint ventures and associates
Net sale/(investments) in fixed assets
Net sale/(investments) in entities and segments
Net investments in financial investments
Net changes in other investments
Net cash flow from investing activities
Net change of debt
Net change in other financial items
Net dividend from other segments/ to shareholders
Net cash flow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
Maritime Services
Supply Services
Holding and Investments
2020
2019
2020
2019
2020
2019
37
(1)
14
39
35
8
131
4
(10)
(9)
1
(15)
(13)
(20)
(24)
(57)
60
116
175
27
27
(4)
24
29
(21)
1
83
3
(8)
(3)
3
(5)
(9)
(15)
(48)
(73)
6
110
116
16
(11)
17
35
(3)
54
17
(16)
(5)
(5)
(24)
(16)
(3)
(44)
5
7
12
8
(6)
19
37
(18)
(8)
32
10
(20)
39
1
29
(48)
(12)
(5)
(66)
(5)
12
7
152
(192)
62
(33)
5
1
(5)
(1)
(20)
98
77
(25)
(6)
9
(22)
50
31
81
109
(61)
(39)
(26)
5
3
(8)
19
(1)
3
(3)
23
42
(22)
(22)
12
18
31
GEOGRAPHICAL AREAS
Europe, including Russia
Americas
Asia & Africa
Oceania
Total income
Area income is based on
the geographical location of
the company and includes
sales gain.
Total assets
Area assets are based on
the geographical location
of the assets. The group’s
investment in Hyundai
Glovis is classified in the
geographical segment
Asia & Africa.
Investments in
tangible assets
Area capital expenditure is
based on the geographical
location of the assets.
2020
Total income
3%
31%
2020
Total assets
2020
Investment in tangible assets
1%
1%
28%
1%
26%
1%
7%
58%
71%
72%
Total income 2020
Europe: 58
Americas: 7
Asia & Africa: 31
Oceania: 3
2019
Total income
Total assets 2020
Europe: 71
Americas: 1
Asia & Africa: 28
Oceania: 1
3%
2019
Total assets
Investment in tangible assets 2020
Europe: 72
Americas: 1
Asia & Africa: 26
Oceania: 1
2019
Investment in tangible assets
2%
32%
27%
26%
1%
56%
2%
72%
71%
8%
Total income 2019
Europe: 56
Americas: 8
Asia & Africa: 32
Oceania: 3
Total assets 2019
Europe: 71
Americas: 2
Asia & Africa: 27
Oceania: 0
Investment in tangible assets 2019
Europe: 71
Americas: 2
Asia & Africa: 26
Oceania: 2
44
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note 3 Revenue from contracts with customers
FINANCIAL REPORTING PRINCIPLES
Revenue derived from customer contracts in scope of IFRS 15 Revenue from
contracts with customers are assessed using the five-step model, where only
customer contracts with a firm commitment is used as basis for revenue
recognition. Revenue from contracts with customers is recognised upon
satisfaction of the performance obligation for the transfer of goods and
services in each such contract. The revenue amount recognised is equal to
the consideration the group expects to be entitled in exchange for the goods
and services.
Other revenue also consists of revenue from operating leases. Leases, in
which a significant portion of the risks and rewards of ownership are retained
by the lessor, are classified as operating leases. The group recognises lease
payments as revenue mainly on a straight-line basis, unless another systematic
basis is more representative of the pattern in which benefit from the use of the
underlying asset is diminished. The group recognise costs incurred in earning
the lease income in other operating expenses. The group adds initial direct
costs incurred in obtaining an operating lease to the carrying amount of the
underlying asset and recognise those costs as an expense over the lease term
on the same basis as the lease income.
OPERATING REVENUE
USD mill
Revenue segments
Maritime services
Supply services
Holding and
Investments
Elimination
Total
Marine
Products
Ships
Agency
Technical/
crewing
management Other
Operation Property Other
Other
2020
Revenue from external customers
Total
321
321
117
117
59
59
45
45
235
235
Timing of revenue recognition
At a point in time
Over time
Total
321
321
117
117
42
3
45
59
59
235
235
Revenue segments
Revenue from external customers
Total
Timing of revenue recognition
At a point in time
Over time
Total
366
366
129
129
45
45
42
42
216
216
366
366
129
129
39
3
42
45
45
216
216
24
24
24
24
24
24
24
24
1
1
1
1
9
9
9
9
14
14
14
14
11
11
11
11
(10)
(10)
807
807
(10)
(10)
367
439
807
2019
(7)
(7)
836
836
405
431
836
(7)
(7)
MARITIME SERVICES
Marine Products – Sale of goods
The group offers a wide range of products to the maritime industry. The products
are delivered to the customer at vessel or warehouse, which is also the point in
time where control transfers to the customer and revenue is recognised net of
any discounts. Some customers are entitled to retrospective volume discounts
based on aggregate sales over a defined period. Revenue from these sales is
recognised based on the price specified in the contract, net of the estimated
volume discounts. Accumulated experience is used to estimate and provide for
the discounts, using the expected value method, and revenue is only recognised
to the extent that it is highly probable that a significant reversal will not occur.
A refund liability (included in other current liabilities) is recognised for expected
volume discounts payable to customers in relations to sales made until the end
of the reporting period. The contracts typically has payment terms of 30 days
after delivery, and no significant financing component is identified.
the port call. The group is only acting as an agent, and control of goods and
services transfers directly from the relevant suppliers to the customer. The
group does not have inventory risk or the discretion on establishing prices. For
the services rendered, the group is entitled to a fee that consist of a payment
based on services delivered to customer.
Technical / crewing management
The group offers technical management and crew management for all vessel
segments. The contract durations follow industry standards, and will usually
include an annual compensation payable in monthly arreas, in addition the ship
owner is charged a monthly fee per crew onboard the vessel. The ship owner
simultaniously receives and consumes the benefits provided by the entity, and
hence revenue is recognised over time. Since WSM has the right to invoice
the services delivered at the end of each month, this is also the basis for
revenue recognition.
Ships Agency – Sale of services
The group offers ships agency services coverering 2 200 port locations world
wide. The agents facilitates efficent port calls for vessels, by procuring goods
and services on behalf of the customers and to assist with required permits
and custom declaration assocuated with the port call. Prior to the port call, the
customer is required to make available funds for the expected disbursements
(pre funding). Following the completion of the services the group prepare a
final disbursement account to the customer documenting all disbusement for
Other revenue in the Maritime services segment
These revenues mainly consist of sale of ropes to non-maritime customers
and chemicals for the consumer markets. Most of the sales are to wholesale
customers. Revenue is recognised net of any discounts at delivery. Time and
place of delivery, and transfer of control, depend on agreed delivery terms but
usually when the customer receives the goods.
The group also has an insurance agency business where the group is acting
45
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
as an agent, and is entitled to a defined commission of the insurance premium.
The commission is per year and recognised on a straight line basis through
the year.
with a duration of more than one year the rent is adjusted annually based on
commonly used indexes. Lease revenue is usually recognised on a straight line
basis over the lease term.
SUPPLY SERVICES
Operations
The group provides supply bases and integrated logistics solution to the
offshore industry. Revenues from external customers come from sale of
services to the offshore industry (Operations), from the rental of properties
(Property) and from the sale of services to other industries (Other). The duration
of the operations contracts varies from 3 to 10 years. The pricing of the
contracts are mainly based on delivered quantity via supply bases.
Property
The group is a lessor for parts of the properties located on or near the
bases. This is typically warehouses and some office facilities. This is ordinary
operational lease contracts with a typical duration of 2 to 7 years. For contracts
HOLDING AND INVESTMENTS
The operating revenue is related to inhouse services to external customers as
house rent, canteen services, HR services and salary services.
INFORMATION ABOUT TRANSACTION PRICE ALLOCATED TO
UNSATISFIED PERFORMANCE OBLIGATIONS
In general the contracts with customers are of a short term nature, except
for the framework agreements described under Supply Services and Ship
Management. For Supply Services the framework agreements can be for a
period of up to 10 years, but do not define any minimum volume. For Ship
Management contracts the customer can terminate the contract without
cause on a 3 months basis. Because of this there is no significant unsatisfied
performance obligations as of year end.
Note 4 Investments in joint ventures and associates
FINANCIAL REPORTING PRINCIPLES
Associates:
Associates are all entities over which the group has significant influence but
not control or control jointly. This is generally the case where the group holds
between 20% and 50% of the voting rights. Investments in associates are
accounted for using the equity method of accounting (see below), after initially
being recognised at cost.
Joint arrangement:
Under IFRS 11 Joint Arrangements investments in joint arrangements are
classified as either joint operations or joint ventures. The classification depends
on the contractual rights and obligations of each investor, rather than the legal
structure of the joint arrangement. The group has assessed the nature of its
joint arrangements and determined them to be joint ventures.
Interests in joint ventures are accounted for using the equity method (see
below), after initially being recognised at cost in the consolidated balance sheet
Equity method:
Under the equity method of accounting, the investments are initially
recognised at cost and adjusted thereafter to recognise the group’s share
of the post-acquisition profits after tax of the investee in income statement,
and the group’s share of movements in other comprehensive income of the
investee in other comprehensive income. Dividends received or receivable
from associates and joint ventures are recognised as a reduction in the
carrying amount of the investment. Sale and dilution of the share of associate
com panies is recognised in the income statement when the transactions
occur for the group.
Where the group’s share of losses in an equity-accounted investment equals
or exceeds its interest in the entity, including any other unsecured long-term
receivables, the group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the group and its associates and
joint ventures are eliminated to the extent of the group’s interest in these
entities. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting policies of
equity-accounted investees have been changed where necessary to ensure
consistency with the policies adopted by the group.
The carrying amount of equity-accounted investments is tested for impairment
when impairment indicators are present.
When the group ceases to consolidate or equity account for an investment
because of a loss of control, joint control or significant influence, any retained
interest in the entity is remeasured to its fair value, with the change in carrying
amount recognised in profit or loss. This fair value becomes the initial carrying
amount for the purposes of subsequently accounting for the retained interest
as an associate, joint venture or financial asset. In addition, any amounts
previously recognised in other comprehensive income in respect of that entity
are accounted for as if the group had directly disposed of the related assets
or liabilities. This may mean that amounts previously recognised in other
comprehensive income are reclassified to profit or loss.
If the ownership interest in a joint venture or an associate is reduced but
significant influence is retained, only a proportionate share of the amounts
previously recognised in other comprehensive income are reclassified to
profit or loss where appropriate.
INVESTMENTS IN ASSOCIATED COMPANIES
Holding and Investments
Wallenius Wilhelmsen ASA (WAWI)
Denholm Port Services Limited
Dolittle AS
Massterly AS
Edda Wind AS
Business office/country
Lysaker, Norway
Grangemouth, United Kingdom
Lysaker, Norway
Lysaker, Norway
Haugesund, Norway
Maritime Services – companies with significant shares of profits
Almoayed Wilhelmsen Ltd
Wilhelmsen Huayang Ships Services (Shanghai) Co Ltd
Wilhelmsen Huayang Ships Services (Beijing) Co Ltd
Diana Wilhelmsen Management Limited
Barwil Arabia Shipping Agencies SAE
Bahrain
China
China
Cyprus
Egypt
46
Wilh. Wilhelmsen Holding ASA Annual Report 2020
2020
2019
Voting share/ownership
37.8%
40.0%
45.9%
50.0%
25.0%
50.0%
50.0%
50.0%
50.0%
35.0%
37.8%
40.0%
45.9%
50.0%
50.0%
50.0%
50.0%
50.0%
35.0%
Cont. note 4 Investments in joint ventures and associates
Maritime Services – companies with significant shares of profits (cont.)
Business office/country
2020
2019
Voting share/ownership
Wilhelmsen Ships Service Georgia Ltd
Barwil Georgia Ltd.
Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG
Verwaltung Wilhelmsen Ahrenkiel GmbH
Wilhelmsen Ahrenkiel Ship Management B.V
Baasher Barwil Agencies Ltd
Barklav (Hong Kong) Ltd
BWW LPG Limited
Alghanim Barwil Shipping Co-Kutayba Yusuf Ahmed & Partner WLL
Wilhelmsen Ships Service Lebanon S.A.L.
BWW LPG Sdn. Bhd.
Wilhelmsen Ships Service (Private) Limited
Wilhelmsen-Smith Bell Shipping Inc
Wilhelmsen-Smith Bell (Subic) Inc.
Wilhelmsen-Smith Bell Manning, Inc.
Perez Torres - Portugal Lda
Wilhelmsen Hyopwoon Ships Services Ltd
Barklav S.R.L.
Binzagr Barwil Maritime Transport Co Ltd
Krew-Barwil (Pty) Ltd
Triangle Shipping Agencies LLC
Wilhelmsen Ships Service LLC
Barwil Abu Dhabi Ruwais LLC
Barwil Dubai LLC
Wilhelmsen Sunnytrans Co Ltd
Supply Services - companies with significant shares of profits
Risavika Havn AS
Risavika Eiendom AS
Hammerfest Næringsinvest AS
Bring Polarbase AS
Strandparken Holding AS
Eldøyane Næringspark AS
Risavika Havnering 14 AS
Georgia
Georgia
Germany
Germany
Netherlands
Sudan
Hong Kong
Hong Kong
Kuwait
Lebanon
Malayisia
Pakistan
Philippines
Philippines
Philippines
Portugal
Republic of Korea
Romania
Saudi Arabia
South Africa
United Arab Emirates
United Arab Emirates
United Arab Emirates
United Arab Emirates
Vietnam
Tananger, Norway
Tananger, Norway
Hammerfest, Norway
Hammerfest, Norway
Hammerfest, Norway
Stord, Norway
Stavanger, Norway
An overview of actual equity holdings can be found in the presentation of company structure on page 132.
50.0%
50.0%
50.0%
50.0%
50.0%
49.0%
49.0%
49.0%
49.0%
50.0%
25.0%
25.0%
25.0%
50.0%
50.0%
50.0%
50.0%
49.0%
50.0%
43.0%
50.0%
50.0%
50.0%
42.0%
32.3%
33.1%
37.9%
33.3%
50.0%
50.0%
50.0%
50.0%
49.0%
49.0%
49.0%
49.0%
50.0%
25.0%
25.0%
25.0%
50.0%
50.0%
50.0%
50.0%
49.0%
50.0%
43.0%
50.0%
50.0%
50.0%
42.8%
42.0%
32.3%
41.0%
33.1%
37.9%
33.3%
47
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Accounts and notes
Cont. note 4 Investments in joint ventures and associates
USD mill
Share of profit/(loss) from associates
WAWI group
Other associates Holding and Investments
Associates Maritime Services
Associates Supply Services
Share of profit/(loss) from associates
Book value of material associates
WAWI group
Specification of share of equity and profit/loss:
Share of equity 01.01
Share of profit/(loss) for the year
Acquisition of associated in Maritime Services
Acquisition of associated in Holding & Investment
Acquisition of associated in Supply Services
Dividend
Disposals associates
Financial derivatives in associates
Other comprehensive income
Share of equity 31.12
2020
2019
(63)
1
1
1
(60)
39
4
(2)
41
798
864
883
(60)
10
20
3
(5)
(1)
(4)
4
850
900
41
3
(29)
(31)
(2)
883
There are no contingent liabilities relating to the group’s interest in the associates.
The group acquired 50% stake in Ahrenkiel Steamship. Ahrenkiel Steamship is
the technical container ship manager within the MPC Capital Group.
The group acquired 25% of Østensjø Group’s offshore wind company, Edda
Wind AS and secured an option to buy another 25% before June 2021. Edda
Wind AS owns and operates service vessels supporting the maintenance work
conducted during the commissioning and operation of offshore wind parks.
Set out below are the summarised financial information for, based on 100%,
for WAWI group, which, in the opinion of the directors, is the material associate
to the group.
Associates not considered to be material are defined under ”other” (based on
100%).
USD mill
SUMMARISED STATEMENT
OF COMPREHENSIVE INCOME
Total income
Operating expenses
Net operating profit
Finance income & expenses
Profit/(loss) before tax
Tax
Profit/(loss) after non-controlling interests
Other comprehensive income
Total comprehensive income (shareholder’s equity)
WWH share of dividend from associates
WAWI
Other
2020
2019
2020
2019
2 958
(3 041)
(84)
(222)
(306)
4
(286)
(1)
(287)
3 909
(3 551)
358
(246)
112
(10)
93
(2)
90
19
65
(55)
10
(1)
9
(1)
8
(3)
5
5
57
(52)
4
5
(1)
4
3
10
48
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Cont. note 4 Investments in joint ventures and associates
USD mill
SUMMARISED BALANCE SHEET
Non current assets
Other current assets
Cash and cash equivalents
Total assets
Non current financial liabilities
Other non current liabilities
Current financial liabilities
Other current liabilities
Non-controlling interest
Total liabilities
Net assets
WAWI
Other
31.12.2020
31.12.2019
31.12.2020
31.12.2019
6 391
582
655
7 628
1 924
1 995
282
812
224
6 747
650
399
7 796
1 729
2 108
175
863
239
5 238
5 114
2 391
2 682
155
47
94
296
101
14
67
5
188
108
22
45
39
105
4
14
52
1
71
34
The information above reflects the 100% amount presented in the financial statements of the associates, adjusted for differences in accounting policies between
the group and the associates.
USD mill
RECONCILIATION OF SUMMARISED
FINANCIAL INFORMATION
Net asset 01.01
Profit/(loss) for the period
Net assets of acquired associate
Other comprehensive income
Currency translation differences
Disposal
Transaction with non controlling interests
Dividend
Net assets 31.12
WWH share
Currency
Fair value adjustment vessel and goodwill *
Carrying value 31.12
WAWI
Other
31.12.2020
31.12.2019
31.12.2020
31.12.2019
2 682
(286)
(1)
(4)
2 391
904
2
(108)
798
2 647
93
(12)
6
(51)
2 682
1 014
(2)
(148)
864
34
8
80
(3)
(10)
108
45
6
51
112
4
(1)
(66)
(15)
34
15
5
20
*The share price of Wallenius Wilhelmsen ASA at the merger (April 2017) was lower than booked equity in Wallenius Wilhelmsen group.
The group market value of the investment in Wallenius Wilhelmsen ASA at 31
December 2020 was USD 435 million (2019: USD 398 million).
WAWI is a separately listed company on Oslo Børs. The market capitalisation of
its shares at year end is 45% lower (2019: 54% lower) than the carrying amount
of the investment, as accounted for under the equity method.
The market price is an objective indicator of impairment. In spite of this, the
value in use calculation based on projections prepared by management of
WAWI, indicates that the recoverable amount is higher than WAWIs carrying
Reconciliation of the group’s income statement and balance sheet
USD mill
Share of profit from joint ventures
Share of profit/(loss) from associates
Share of profit/(loss) from joint ventures and associates
Share of equity from joint ventures
Share of equity from associates
Share of equity from joint ventures and associates
amounts for the key assets of WAWI. This impairment test has been reviewed
by the management of WWH, and adjusted for factors related to the financing
and working capital of WAWI in order to assess a reasonable value in use for
the investment in the shares of WAWI. Based on this assessment, the reco-
verable amount attributable to the shares is higher than the carrying amount.
The recoverable amount is particularly sensitive to volume and/or prices, and
interest rate levels for the financing within WAWI. The fair value adjustment has
increased during the year due to reversal of impairment goodwill and unrealised
loss related to assets which are not part of carry amount of the investment for
Wilhelmsen group.
2020
2019
11
(60)
(50)
123
850
973
8
41
49
121
883
1 003
The group’s share of profit, after tax from joint ventures and associates is recognised in the income statement as financial income. All joint ventures and associates
are equity consolidated.
49
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
Cont. note 4 Investments in joint ventures and associates
INVESTMENTS IN JOINT VENTURES
Supply Services
Coast Center Base AS (CCB)
KS Coast Center Base (CCB)
CCB Energy Holding AS
Vikan Næringspark AS
SørSea AS
Polar Lift AS
Business office, country
Fjell, Norway
Fjell, Norway
Fjell, Norway
Kristiansund, Norway
Tananger, Norway
Hammerfest, Norway
2020
2019
Voting share/ownership
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
50.0%
Coast Center Base AS is a joint venture between NorSea Group and Bernh.
Larsen Holding AS and was established in 1998. It delivers services related to
logistics, quay, project and maintenance to the offshore industry in addition to
maritime industry.
Kristiansund Baseselskap AS. It owns property that is rented out to Vestbase
AS, a subsidiary of NorSea Group, in Kristiansund.
SørSea AS is a joint venture between NorSea Group and Røsi AS/Stangeland
Gruppen AS. It owns land in Risavika in Norway.
KS Coast Center Base AS is a joint venture between NorSea Group and
Bernh. Larsen Holding AS and was established in 1973. It is mainly a property
company owning infrastructure rented out to Coast Center Base AS.
Polar Lift AS is a joint venture between NorSea Group and Havator AS. It rents
out cranes and other equipment and is located in Hammerfest in Norway.
CCB Energy Holding AS is a joint venture between NorSea Group and Bernh.
Larsen Holding AS and was established in 2020. It owns shares in companies
involved in production of hydrogen and climate netural solutions.
All companies are private companies and there are no quoted market price
available for the shares.
Vikan Næringspark AS is a joint venture between NorSea Group and
There are no other contingent liabilities relating to the group’s interest in the
joint ventures. See to note 23 for contingencies for the group.
USD mill
Summarised financial information - according to the group's ownership
2020
2019
Share of total income
Share of operating expenses
Share of depreciation
Share of net financial items
Share of tax expense
Share of profit for the year
Share of equity (equity method)
Book value
Excess value (goodwill)
Investments in Joint Ventures
USD mill
Joint ventures' assets, equity and liabilities (group's share of investments)
Share of non current assets
Share of cash and cash equivalents
Share of current assets
Total share of assets
Share of equity
Share of profit for the period
Dividend received/repayments of share capital
Currency translation differences
Share of equity 31.12
Share of non current financial liabilities
Share of other non current liabilities
Share of current financial liabilities
Share of other current liabilities
Total share of liabilities
Total share of equity and liabilities
50
Wilh. Wilhelmsen Holding ASA Annual Report 2020
76
(54)
(7)
(3)
(2)
11
67
56
123
96
(75)
(8)
(4)
(1)
8
76
44
121
2020
2019
187
32
5
224
76
11
(21)
1
67
100
7
14
36
158
224
167
27
16
209
68
8
(4)
3
76
98
7
28
133
209
Cont. note 4 Investments in joint ventures and associates
Set out below are the summarised financial information, based on 100%, for Coast Center Base (CCB), which, in the opinion of the directors, is a material joint
venture to the group.
Joint ventures not considered to be material, are defined under ”other” (based on 100%).
USD mill
CCB
Other
SUMMARISED STATEMENT OF COMPREHENSIVE INCOME
Total income
Operating expenses
Depreciation / amortisation
Net operating profit
Financial income/(expenses)
Profit before tax
Tax income/(expense)
Profit after non-controlling interests
Other comprehensive income
Total comprehensive income
WWH share of dividend from joint ventures
USD mill
SUMMARISED BALANCE SHEET
Non current assets
Other current assets
Cash and cash equivalents
Total assets
Non current financial liabilities
Other non current liabilities
Current financial liabilities
Other current liabilities
Total liabilities
Net assets
2020
143
(107)
(13)
23
(5)
18
(2)
16
16
15
2019
182
(149)
(15)
19
(5)
13
(1)
12
12
3
2020
2019
10
10
(1)
(1)
8
(2)
6
(1)
5
5
2
(1)
(1)
8
(2)
6
(1)
4
4
1
CCB
Other
31.12.2020
31.12.2019
31.12.2020
31.12.2019
246
61
8
315
124
12
27
67
230
85
209
50
30
289
118
12
50
179
110
127
3
3
133
75
2
2
5
85
49
124
3
3
130
78
2
7
88
43
The information above reflects the 100% amount presented in the financial statements of the joint ventures, adjusted for differences in accounting policies
between the group and the joint ventures.
USD mill
RECONCILIATION OF SUMMARISED FINANCIAL INFORMATION
CCB
Other
2020
2019
2020
2019
Opening net asset 31.12
Profit for the period
Other comprehensive income
Currency translation differences
Dividend to shareholder
Closing net assets 31.12
WWH share
Goodwill/ Surplus value / Reversal of internal gain
110
16
5
(45)
85
42
61
96
12
6
(4)
110
55
48
Carrying value 31.12
103
102
43
5
2
(1)
49
24
(4)
20
42
4
(3)
43
21
(3)
18
51
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
Note 5 Principal subsidiaries
FINANCIAL REPORTING PRINCIPLES
The consolidated financial statements consists of all entities controlled by Wilh.
Wilhelmsen Holding ASA as at 31 December 2020.
Control is achieved when the group is exposed, or has rights, to variable returns
from its involvement with the investee and has the ability to affect those returns
through its power over the investee. Subsidiaries are fully consolidated from the
date on which control is transferred to the group. They are deconsolidated from
the date that control ceases.
Inter-company transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the transferred
asset. Accounting policies of subsidiaries have been changed where necessary
to ensure consistency with the policies adopted by the group.
Non-controlling interests in the profit/loss and equity of subsidiaries are shown
separately in the consolidated statement of income statement, statement
of comprehensive income, statement of changes in equity and balance
sheet respectively.
Maritime Services
Business office/country
Nature of business
Proportion of ordinary
shares directly held by
parent (%)
Proportion of ordinary
shares held by the
group (%)
Wilhelmsen Maritime Services AS
Wilhelmsen Ships Service AS
Lysaker, Norway
Lysaker, Norway
Maritime products and services
Maritime products and services
100%
Wilhelmsen Ship Management Holding AS Lysaker, Norway
Ship management
Supply Services
NorSea Group AS
Holding and Investments
Tananger, Norway
Supply Services
Wilh. Wilhelmsen Holding Invest AS
Lysaker, Norway
Treasure ASA*
Lysaker, Norway
Wilh. Wilhelmsen Holding Invest Malta Ltd
Valletta, Malta
Investment
Investment
Investment
100%
73.46%
100%
100%
100%
75.15%
100%
73.46%
100%
The group’s principal subsidiaries at 31 December 2020 are set out above. Unless otherwise stated, they have share capital consisting solely of ordinary shares
that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or
registration is also their principal place of headquarter of subgroups.
*At 31.12.2020 Treasure ASA had 3 965 000 own shares (2019: 465 000).
52
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note 6 Employee benefits
FINANCIAL REPORTING PRINCIPLES
Employee benefits include wages, salaries, social security contributions, sick
leave, parental leave and other employee benefits. The benefits are recognised
in the period in which the associated services are rendered by the employees.
Cash–settled payments/bonus plans, for cash-settled payments, a liability
equal to the portion services received is recognised at fair value determined at
each balance sheet date.
USD mill
Pay
Payroll tax
Pension cost
Other remuneration
Total employee benefits
Number of employees:
Group companies in Norway
Group companies abroad
Seagoing personnel Ship Management
Total employees
Average number of employees
REMUNERATION OF SENIOR EXECUTIVES
USD thousand
2020
Group CEO
Group CFO
President and CEO Wilhelmsen Ships Service
President and CEO Wilhelmsen Ship Management
CEO NorSea Group**
2019
Group CEO
Group CFO
President and CEO Wilhelmsen Ships Service
President and CEO Wilhelmsen Ship Management
CEO NorSea Group
Note
2020
2019
11
224
29
16
30
299
243
23
10
31
306
2020
2019
1 003
3 471
10 639
15 113
1 028
3 807
10 230
15 065
15 089
14 575
Pay
Bonus
Pension
premium
*Other
remuneration
595
421
375
255
276
569
401
358
234
254
167
103
99
54
115
93
38
105
197
53
123
36
9
231
49
112
31
9
183
53
23
169
19
216
50
24
122
20
Total
1 142
630
620
515
419
1 016
501
588
425
388
Total in NOK
thousand
9 740
5 370
5 287
4 389
3 572
8 939
4 404
5 170
3 741
3 410
Remuneration is paid in NOK, which means that the USD amounts are not comparable from year to year. Rates of remuneration can be compared by taking account
of changes in the USD exchange rate.
*Mainly related to gross up pension expenses and company car.
**The CEO NorSea Group has additional benefit related to disability pension.
53
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Accounts and notes
Cont. note 6 Employee benefits
Remuneration of the board of directors
USD thousand
Diderik Schnitler (chair)
Trond Westlie
Carl E Steen
Rebekka Glasser Herlofsen
Ulrika Laurin
Irene Waage Basili
Cathrine Løvenskiold Wilhelmsen*
2020
2019
82
50
50
50
37
80
48
48
48
48
*Resigned from the board on 7 February 2020. The remuneration was reduced with 1/4 to reflect the period as a board member.
The board’s remuneration for fiscal year 2020 will be approved by the general meeting 22 April 2021. Remuneration of the nomination committee, for both Wilh.
Wilhelmsen Holding ASA and Treasure ASA, totalled USD 22 thousand for 2020 (2019: USD 21 thousand).
Senior executives
Thomas Wilhelmsen - group CEO
Christian Berg - group CFO
Bjoerge Grimholt - President and CEO Wilhelmsen Ships Service
Carl Schou - President and CEO Wilhelmsen Ship Management
John Stangeland - CEO NorSea Group
See note 2 Employee benefits in the parent company accounts, and note 21 Related party transaction.
LONG-TERM INCENTIVE SCHEME
The long term incentive scheme (LTI) was introduced in 2015. Participants are
members of the group management team and the presidents for Ships Service
and Ship Management. For the group CEO, maximum annual payment is 100%
of base salary. For the remaining participants, the maximum annual payment is
50% of base salary.
The LTI focuses on long term shareholder value creation and is based on
positive development of the Wilhelmsen group’s value adjusted equity.
The ambitions set for the programme are to increase alignment with value
creation for shareholders, to attract, retain and motivate participants and drive
long-term group performance.
Settlement is based on return on value adjusted equity the last four years
leading up to the settlement. The value adjusted equity is determined by using
a “sum-of-the-parts” principle. For listed companies, value adjusted equity is
based on market price, while earnings multiples or net asset value are used for
non-listed entities.
The board sets value adjusted equity targets at the beginning of each four year
measurement period. Without consultation or agreement with the individual,
the board has the right to change or terminate the incentive programme after
each year.
Per 31 December 2020, a provision has been made related to the LTI
programme ending on 31 December 2022. Potential payment will be in March
2023. The provision has been calculated based on development in value
adjusted equity for the two first years of the four year measurement period,
wrisk free return and standard deviation of historic annual value creation.
For further details, see note 16 Statement on the remuneration for senior
executives in the parent company accounts.
EXPENSED AUDIT FEE
USD mill
Statutory audit
Other assurance services
Tax advisory fee
Other assistance
Total expensed audit fee
The fees above cover the group expenses to all external auditors and tax advisors.
54
Wilh. Wilhelmsen Holding ASA Annual Report 2020
2020
2019
1.6
0.2
1.9
0.1
3.9
2.5
0.4
1.4
0.1
4.4
Note 7 Property, vessel and other tangible assets
FINANCIAL REPORTING PRINCPLES
Property, vessel and other tangible assets acquired by group companies
are stated at historical cost. Depreciation is calculated on a straight-line
basis. The carrying value of tangible assets equals the historical cost
less accumulated depreciation and any impairment charges. The group’s
aquisition costs are recognised in the income statement when they arise.
Aquisition costs are capitalised to the extent that they are directly related to
the acquisition of the asset. Land is not depreciated. Other tangible assets
are depreciated over the following expected useful lives:
Property:
Vessel:
Other tangible assets:
10-50 years
25 years
3-10 years
Each component of a tangible asset which is significant for the total cost of the
item will be depreciated separately. Components with similar useful lives will be
included in a single component.
The estimated residual value and expected useful life of long-lived assets are
reviewed at each balance sheet date, and where they differ significantly from
previous estimates, depreciation charges will be changed accordingly going forward.
At each reporting date the accounts are assessed whether there is an indication
that an asset may be impaired. Assets that are subject to amortisation or
depreciation are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. If any
such indication exists, or when annual impairment testing for an asset is required,
estimates of the asset’s recoverable amount are done. For the purposes
of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash flows (cash-generating units – “CGU”).
The recoverable amount is the highest of the fair market value of the asset,
less cost to sell, and the net present value (”NPV”) of future estimated cash
flow from the employment of the asset (“value in use”).
The NPV is based on a discount rate according to a weighted average cost of
capital (“WACC”) reflecting the company’s required rate of return. The WACC is
calculated based on the company’s long-term borrowing rate and a risk-free
rate plus a risk premium for the equity. If the recoverable amount is lower than
the book value, impairment has occurred, and the asset shall be revalued.
Impairment losses are recognised in profit or loss. Non-financial assets other
than goodwill that suffered impairment are reviewed for possible reversal of the
impairment at each reporting date.
Impairment:
The group applies IAS 36 Impairment of Assets to determine whether property,
vessels and other tangible assets is impaired and to account for any impairment
loss identified.
The group has financial models which calculate and determine the value in use
through a combination of actual and expected cash flow generation discounted
to present value. The expected future cash flow generation and models are
based on assumptions and estimate.
USD mill
TANGIBLE ASSETS
2020
Cost 1.1
Acquisition
Reclass/disposal
Currency translation differences
Cost 31.12
Accumulated depreciation and impairment losses 1.1
Depreciation/amortisation
Reclass/disposal
Impairment
Currency translation differences
Accumulated depreciation and impairment losses 31.12
Carrying amounts 31.12
2019
Cost 1.1
Acquisition
Reclass/disposal
Currency translation differences
Cost 31.12
Accumulated depreciation and impairment losses 1.1
Depreciation/amortisation
Reclass/disposal
Impairment
Currency translation differences
Accumulated depreciation and impairment losses 31.12
Carrying amounts 31.12
Property
Vessel
Other
tangible assets
Total
tangible assets
560
19
(4)
22
596
(175)
(16)
3
(1)
(9)
(198)
398
550
19
(5)
(5)
560
(162)
(17)
4
(1)
1
(175)
384
35
1
36
(19)
(1)
(2)
(1)
(23)
13
35
35
(18)
(1)
(19)
16
244
11
(21)
6
241
(90)
(11)
12
(3)
(92)
149
251
17
(24)
1
244
(89)
(11)
10
1
(90)
154
839
31
(25)
29
873
(284)
(28)
15
(3)
(13)
(313)
560
836
36
(29)
(4)
839
(269)
(29)
13
(1)
2
(284)
555
55
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
Cont. note 7 Goodwill and other intangible assets
FINANCIAL REPORTING PRINCPLES
Goodwill:
Goodwill represents the excess of the consideration transferred, the amount
of any non-controlling interests in the acquiree and the acquisition date fair
value of any previous equity interests in the acquiree over the fair value of the
identifiable net assets of the acquired subsidiary, joint venture or associate.
Goodwill arising from the acquisition of subsidiaries is classified as an
intangible asset. Goodwill acquired through business combinations are
allocated to the relevant cash-generating unit (“CGU”).
Other intangible assets:
Costs associated with maintaining computer software programmes are
recognised as an expense as incurred. Development costs that are directly
attributable to the design and testing of identifiable and unique software
products controlled by the group are recognised as intangible assets when the
following criteria are met:
• it is technically feasible to complete the software product so that it will be
available for use;
• management intends to complete the software product and use or sell it;
• it can be demonstrated how the software product will generate probable
future economic benefits;
• adequate technical, financial and other resources to complete the
development and to use or sell the software product are available
• the expenditure attributable to the software product during its development
can be reliably measured.
Trademark, technology/licenses and customer relationship have a finite life and
are recognised at historical cost less accumulated amortisation. Amortisation
is calculated using the straight-line method to allocate the cost of trademarks
and licenses over their estimated useful life. Capitalised expenses related to
other intangible assets are amortised over the expected useful lives in
accordance with the straight-line method.
Amortisation of intangible fixed assets is based on the following expected
useful lives:
Goodwill:
Software and licenses:
Other intangible assets:
Indefinite life
3-5 years
5-10 years
Impairment:
The group applies IAS 36 Impairment of Assets to determine whether goodwill
or other intangible asset is impaired and to account for any impairment loss
identified.
Goodwill arising from the acquisition of an interest in an associated company is
included under investment in associated companies and tested for impairment
as part of the carried amount of the investment when impairment indicators is
present. Goodwill have an indefinite useful life not subject to amortisation and
is tested annually for impairment and carried at cost less impairment losses.
Gain or loss on the sale of a business includes the carried amount of goodwill
related to the sold business.
For impairment testing goodwill is allocated to relevant CGU. The allocation is
made to those CGU or groups of CGU which are expected to benefit from the
acquisition. An assessment is made as to whether the carrying amount of the
goodwill can be justified by future earnings from the CGU to which the goodwill
relates. If the recoverable amount of the CGU is less than the carrying amount
of the CGU, including goodwill, goodwill will be written down first. Thereafter the
carrying amount of the CGU will be written down. Impairment losses related to
goodwill cannot be reversed.
Impairment of other intangible assets follow the same principles as impairment
for other non-financial assets, refer to financial reporting principles for property,
vessels, and other tangible assets above.
USD mill
INTANGIBLE ASSETS
2020
Cost 01.01
Acquisition
Reclass/disposal
Currency translation differences
Cost 31.12
Accumulated amortisation and impairment losses 01.01
Amortisation/impairment
Reclass/disposal
Currency translation differences
Accumulated amortisation and impairment losses 31.12
Carrying amounts 31.12
Goodwill
Software
and licences
Other
intangible assets
Total
intangible assets
121
1
4
126
(2)
(11)
(13)
112
71
6
(43)
(2)
33
(56)
(4)
40
2
(18)
15
35
1
(2)
1
35
(19)
(3)
1
(1)
(22)
14
227
7
(44)
3
194
(77)
(18)
41
1
(52)
141
56
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Cont. note 7 Goodwill and other intangible assets
USD mill
2019
Cost 01.01
Acquisition
Reclass/disposal
Currency translation differences
Cost 31.12
Accumulated amortisation and impairment losses 01.01
Amortisation/impairment
Reclass/disposal
Currency translation differences
Accumulated amortisation and impairment losses 31.12
Carrying amounts 31.12
Segment-level summary of the goodwill allocation:
Maritime Services
Total goodwill allocation
The group conducted no material acquisition in 2020 or 2019.
Goodwill
Software
and licences
Other
intangible assets
Total
intangible assets
124
(2)
(1)
121
(1)
(1)
(2)
119
67
5
(1)
71
(53)
(4)
(56)
16
34
1
35
(15)
(4)
(19)
16
2020
112
112
225
6
(2)
(2)
227
(68)
(9)
1
(77)
151
2019
119
119
Impairment testing of goodwill
In the Maritime Services segment, USD 112 million relate to business area
Ships Service (all activities in the Maritime Services segment except for
technical /crewing management) mainly to the acquisition of Unitor ASA and
Kemetyl. The goodwill figures are originally calculated in NOK and USD (2019:
NOK and USD). Goodwill is tested for impairment annually.
For the purpose of impairment testing, goodwill is allocated to the respective
cash generating units within the Ships Service business area.
During 2020 the group recognised an impairment loss of USD 11 million. The
impairment was related to the downscaling of activities and corresponding
re-organization of operations in specific markets due to the effect of the
COVID-19 pandemic. The recoverable amount for the specific cash generating
units was determined by the unit’s estimated fair value less cost of disposal
(2019: value-in-use). The assumptions in the forecast used in the recoverable
amount assessments were based on external available market information
where possible, in addition to the group’s expectations about the future. The
applied assumptions were adjusted to reflect the current market conditions
and specific business activities of the group.
As of December 31 2020, management performed additional impairment test
for goodwill. No additional impairment was recognised (analogus for 2019).
Recoverable amount is calculated using estimated fair value less cost of
disposal. In calculating the fair value less cost of disposal, the Group considers
relevant information generated by market transactions involving similar group
of assets, including qualitative and quantitative information.
Fair value less cost of disposal has been estimated by using an Enterprise
value/EBITDA multiple (see note 24 for definition of the terms). The forecasted
EBITDA is based on historical levels for EBITDA in each CGU. The multiples
are estimated to be in the range of 6 - 9, which management believes is a fair
estimate of market multiples for the relevant CGU’s.
In 2019, recoverable amount was calculated based on value in use. Value in use
was determined by discounting the future cash flows.
Value in use was determined by discounting the future cash flows generated
from the continuing operation of the units.
Cash flows were projected based on actual operating results and next
year’s forecast. Cash flows is based on a 5-year strategy plan period with
terminal value (terminal growth rate 1%) were extrapolated using the following
key assumptions:
USD/NOK
Multiple (2020) / Discount rate (2019)
Growth rate
Increase in material cost
Increase in pay and other remuneration
Increase in other expenses
2020
2019
8.53
6.5
1-5%
1-5%
1-3%
2-4%
8.77
7.4%
1-5%
1-5%
1-3%
2-4%
The values assigned to the key assumptions represent management’s
assessment of future trends in the maritime industry and are based on both
external sources and internal sources.
No reasonably possible change in any of the key assumptions on which
management has based its determination of the recoverable amount
would cause the carrying amount to exceed its recoverable amount as of
December 31 2020.
57
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
Note 8 Leases
FINANCIAL REPORTING PRINCPLES
The group adopted IFRS 16 Leases from 1 January 2019 which resulted in
material changes to the group’s financial statement.
Under IFRS 16 Leases, a lessee is required to recognise all contracts that
qualify under its definition of a lease as right-of-use assets and lease liabilities
in the balance sheet, while lease payments should be split in interest expense
and reduction of lease liabilities. The right-of-use assets are to be depreciated
in accordance with IAS 16 “Property, Plant and Equipment” over the shorter of
each contract’s term and the assets useful life.
The group implemented IFRS 16 retrospectively with recognition of the
cumulative implementation effect recognised at the date of initial application
1 January 2019. By doing this, comparative financial information shall not be
restated, but the cumulative effect of initially applying this standard shall be
reflected as an adjustment to the opening balance. At the time of transition,
leases entered under IAS 17 was not reassessed.
The group applied IFRS 16 using the modified retrospective approach.
The impact of changes in accounting policies and impact of the initial
application is disclosed below and note 4 in the parent accounts
Identifying a lease:
At the inception of a contract, the group assesses whether the contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys the
right to control the use of an identified asset for a period of time in exchange
for consideration. To determine whether a contract conveys the right to control
the use of an identified asset, the group assesses whether:
• The agreement creates enforceable rights of payment and obligations
• The identified asset is physically distinct
• It has the right to obtain substantially all of the economic benefits from use
of the asset
• It has the right to direct the use of the asset
• The supplier does not have a substantive right to substitute the asset
throughout the period of use
Lessee:
For contracts that constitutes, or contains a lease, the group separates
lease components if it benefits from the use of each underlying asset either
on its own or together with other resources that are readily available, and
the underlying asset is neither highly dependent on, nor highly interrelated
with, the other underlying assets in the contract. The group then accounts
for each lease component within the contract as a lease separately from
non- lease components of the contract. The group allocates the consideration
in the contract to each lease component on the basis of the relative
stand- alone price of the lease component and the aggregate stand-alone
price of the non-lease components. If an observable stand-alone price is
not readily available, the group estimates this price by maximising the use of
observable information.
Recognition of leases and exemptions:
At the lease commencement date, the group recognises a lease liability and
corresponding right-of-use asset for all lease agreements in which it is the
lessee, except for the following exemptions applied:
• Short-term leases (defined as 12 months or less)
• Low value assets
For these leases, the group recognises the lease payments as other operating
expenses in the statement of profit or loss when they incur.
Measuring the lease liability:
The lease liability is initially measured at the present value of the lease
payments for the right to use the underlying asset during the lease term
that are not paid at the commencement date. The lease term represents the
noncancellable period of the lease, together with periods covered by an option
to extend the lease when the group is reasonably certain to exercise this
option, and period’s covered by an option to terminate the lease if the group is
reasonably certain not to exercise that option. The lease payments included in
the measurement comprise of:
58
Wilh. Wilhelmsen Holding ASA Annual Report 2020
• Fixed lease payments (including in-substance fixed payments), less any lease
incentives receivable.
• Variable lease payments that depend on an index or a rate, initially measured
using the index or rate as at the commencement date.
• Amount expected to be payable by the group under residual
value guarantees.
• The exercise price of a purchase option, if the group is reasonably certain to
exercise that option.
• Payments of penalties for terminating the lease, if the lease term reflects the
group exercising an option to terminate the lease.
The group do not include variable lease payments in the lease liability arising
from contracted index regulations subject to future events, such as inflation.
Instead, the group recognises these costs in profit or loss in the period in
which the event or condition that triggers those payments occurs. The lease
liability is subsequently measured by increasing the carrying amount to
reflect interest on the lease liability, reducing the carrying amount to reflect
the lease payments made and remeasuring the carrying amount to reflect
any reassessment or lease modifications, or to reflect adjustments in lease
payments due to an adjustment in an index or rate. Group presents its lease
liabilities as separate line items in the statement of financial position.
Sensitivity of the lease liability:
The group cannot always determine the interest rate implicit in the lease,
therefore, it uses its incremental borrowing rate to measure lease liabilities.
The incremental borrowing rate reflects what the group ‘would have to
pay’, which requires estimation when no observable rates are available
(such as for subsidiaries that do not enter into financing transactions) or
when the rates need to be adjusted to reflect the term and currency of the
lease. In determining the lease term, management considers all facts and
circumstances that create an economic incentive and business plans to
exercise an extension option, or not exercise a termination option. Extension
options (or periods after termination options) are only included in the lease
term if the lease is reasonably certain to be extended (or not terminated).
The assessment is reviewed if a significant event or a significant change in
circumstances occurs which affects this assessment and that is within the
control of the lessee.
Measuring the right-of-use asset:
The right-of-use asset is initially measured at cost. The cost of the right-of-use
asset comprise:
• The amount of the initial measurement of the lease liability
• Any lease payments made at or before the commencement date, less any
lease incentives received
• Any initial direct costs incurred by the group
• An estimate of costs to be incurred by the group in dismantling and removing
the underlying asset, restoring the site on which it is located or restoring the
underlying asset to the condition required by the terms and conditions of the
lease, unless those costs are incurred to produce inventories.
The right-of-use asset is subsequently measured at cost less accumulated
depreciation and impairment losses. The group applies the depreciation
requirements in IAS 16 Property, Plant and Equipment in depreciating the
right-of-use asset, except that the right-of-use asset is depreciated from
the commencement date to the earlier of the lease term and the remaining
useful life of the right-of-use asset. The group has not applied the revaluation
model for its right of use asset for leased buildings. Group presents it’s
right-of- use assets as separate line items in the consolidated statement of
financial position.
Impairment:
The group applies IAS 36 Impairment of Assets to determine whether the right
of-use asset is impaired and to account for any impairment loss identified.
Impairment of right-of-use assets follow the same principles as impairment for
other non-financial assets, refer to financial reporting principles for property,
vessels, and other tangible assets note 7.
Cont. note 8 Leases
Implementation effect
The net effect of implementation of IFRS 16 at January 1, 2019 is presented below.
USD mill
Lease liability at 1 January 2019
Right-of-use asset at 1 January 2019
Difference between lease liability and right-of-use asset per January 1, 2019
Prepayments and currency translation
USD mill
Material operating lease commitment as at 31 December 2018
Operating lease commitment as at 31 December 2018 (not included in material operating lease committment)
Relief option for leases of low-value assets
Option periods not previously reported as lease commitments
Undiscounted lease liabililty
Effect of discounting lease commitment to net present value
Lease liability at 1 January 2019
220
222
2
2
204
16
(1)
15
234
(14)
220
RIGHT-OF-USE-ASSETS
The group leases several assets such as buildings, machinery, equipment and vehicles. The group’s right-of-use assets are categorised and presented in the
table below:
USD mill
2020
Acquisition cost 1.1
Addition of right-of-use assets
Reclass/disposal
Currency exchange differences
Acquisition cost 31.12
Accumulated depreciation and impairment 1.1
Depreciation
Reclass/disposal
Currency exchange differences
Accumulated depreciation and impairment 31.12
Carrying amount of right-of-use assets 31.12
USD mill
2019
Acquisition cost 1.1
Change of estimates
Currency exchange differences
Acquisition cost 31.12
Accumulated depreciation and impairment 1.1
Depreciation
Currency exchange differences
Accumulated depreciation and impairment 31.12
Carrying amount of right-of-use assets 31.12
Lower of remaining lease term or economic life
Depreciation method
Buildings and land
Machinery,
equipment and
vehicles
Total
intangible assets
192
16
(12)
6
202
(28)
(26)
21
(2)
(35)
168
12
5
(5)
13
(4)
(3)
4
(4)
9
204
21
(16)
6
215
(31)
(29)
24
(2)
(38)
177
Buildings and land
Machinery,
equipment and
vehicles
Total
intangible assets
210
(11)
(8)
192
(26)
(1)
(28)
164
12
12
(4)
(4)
8
5-12 years
Linear
3-8 years
Linear
222
(11)
(8)
204
(30)
(1)
(31)
173
59
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
Cont. note 8 Leases
Lease liabilities
USD mill
Undiscounted lease liabilities and maturity of cash outflows
Less than 1 year
1-2 years
2-3 years
3-4 years
4-5 years
More than 5 years
2020
2019
(35)
(34)
(33)
(33)
(18)
(65)
(36)
(33)
(30)
(29)
(27)
(63)
Total undiscounted lease liabilities at 31.12
(218)
(217)
Summary of the lease liabilities in the financial statements
Total lease liability 01.01 (initial application 01.01.2019)
Cash payments for the principal portion of the lease liability
Change of estimates
Currency exchange differences
Total lease liabilities at 31.12
Current lease liabilities
Non-current lease liabilities
181
(18)
10
12
192
31
161
220
(24)
(20)
5
181
27
154
The leases do not contain any restrictions on the group’s dividend policy or financing. The group does not have significant residual value guarantees related to its
leases to disclose.
Summary of other lease expenses recognised in income statement
2020
2019
Variable lease payments expensed in the period
Operating expenses related to short-term leases (including short-term low value assets)
Operating expenses related to low value assets (excluding short-term leases including below)
Total lease expenses included in other operating expenses
1
9
2
12
1
6
3
10
Practical expedients applied
The group leases computers, IT equipment and machinery with contract terms
of 1 to 3 years. The group has elected to apply the practical expedient of low
value assets and does not recognise lease liabilities or right-of-use assets. The
leases are instead expensed when they incur. The group has also applied the
practical expedient to not recognise lease liabilities and right-of-use assets for
short-term leases, presented in the table above.
Further, the group has lease commitments, not yet commenced and therefore
not included in the lease liabilities of approximately USD 3 million as of 31
December 2020 (2019: USD 4 million)
Extension options
The group’s lease of buildings have lease terms that varies from 5 years to
25 years, and several agreements involve a right of renewal which may be
exercised during the last period of the lease terms. The group assesses at the
commencement whether it is reasonably certain to exercise the renewal right.
The option related to the group headquarter was removed from right-of-use
assets at 31 December 2019.
Purchase options
The group leases machinery, equipment and vehicles with lease terms of 3 to 5
years. Some of these contracts includes a right to purchase the assets at the
end of the contract term. The group assesses at the commencement whether
it is reasonably certain to exercise the purchase right. All options are based on
market value.
Subleases
The group has subleased an immaterial part of its redundant office buildings,
classified as an operating lease.
60
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note 9 Tax
FINANCIAL REPORTING PRINCPLES
Income tax in the income statement consists of current tax, effect of changes
in deferred tax / deferred tax assets, and withholding tax incurred in the period.
Income tax is recognised in the income statement unless it relates to items
recognised directly in equity or other comprehensive income.
Current tax:
Current tax is the expected tax payable or receivable on the taxable income
or loss for the year, using tax rates enacted or substantially enacted at the
reporting date that will be paid during the next 12 months. Current tax also
includes any adjustment of taxes from previous years and taxes on dividends
recognised in the year.
Deferred tax / deferred tax asset
Deferred tax is calculated using the liability method on all temporary differ-
ences arising between the tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements. Deferred income tax is
determined using tax rates and laws which have been enacted by the balance
sheet date and are expected to apply when the related deferred income tax
asset is realised, or the deferred income tax liability settled.
Deferred income tax assets are recognised to the extent that it is probable that
future taxable profit will be available, and that the temporary differences can
be deducted from this profit. Deferred income tax is calculated on temporary
differ ences arising on investments in subsidiaries and associates, except
where the timing of the reversal of the temporary difference is controlled by
the group.
Withholding tax:
Withholding tax and any related tax credits are generally recognised in the
period they are incurred.
Ordinary taxation
The ordinary rate of corporation tax in Norway is 22% of net profit for 2020
(2019: 22%). Norwegian limited liability companies are encompassed by the
participation exemption method for share income. Thus, share dividends
and gains are tax free for the receiving company. Corresponding losses on
shares are not deductible. The participation exemption method does not
apply to share income from companies considered low taxed and that are
located outside the European Economic Area (EEA), and on share income
from companies owned by less than 10% resident outside the EEA.
For group companies located in the same country and within the same tax
regime, taxable profits in one company can be offset against tax losses and tax
loss carry forwards in other group companies. Deferred tax/deferred tax asset
has been calculated on temporary differences to the extent that it is likely that
these can be utilised in each country and for Norwegian entities the group has
applied a rate of 22% (2019: 22%).
The effective tax rate for the group will, from period to period, change
dependent on the group gains and losses from investments inside the
exemption method and tax exempt revenues from tonnage tax regimes.
Foreign taxes
Companies domiciled outside Norway will be subject to local taxation, either
on ordinary terms or under special tonnage tax rules. When dividends are paid,
local withholding taxes may be applicable. This generally applies to dividends
paid by companies domiciled outside the EEA.
USD mill
Allocation of tax expense for the year
Payable tax in Norway
Payable tax foreign
Change in deferred tax
Total tax expense
2020
2019
(14)
(12)
(1)
(27)
(8)
(12)
5
(15)
144
32
7
(19)
(11)
6
15
Reconciliation of actual tax expense against expected tax expense in accordance with the ordinary Norwegian income tax rate of 22%
Profit before tax
22% tax
Tax effect from:
Permanent differences
Non-taxable income
Share of (profit)/loss from joint ventures and associates
Impairment deferred tax asset*
Withholding tax and payable tax previous year
Calculated tax expense for the group
205
45
4
(48)
11
8
8
27
Effective tax rate for the group
13.4%
10.2%
* The group have material deferred tax assets, mainly related to companies within the Norwegian tax regime. As part of the group’s revenue subject to Norwegian
taxation falls within the tax exemption method, there is an increased uncertainty regarding the future use of the deferred tax asset. Based on this, the group have
recognised an impairment of USD 8 million related to deferred tax assets.
61
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Accounts and notes
Cont. note 9 Tax
USD mill
Net deferred tax assets at 01.01
Currency translation differences
Tax charged to equity
Income statement charge
Net deferred tax assets at 31.12
Deferred tax assets in balance sheet
Deferred tax liabilities in balance sheet
Net deferred tax assets at 31.12
USD mill
Deferred tax liabilities
At 31.12.2019
Through income statement
Currency translations
Deferred tax liabilities at 31.12.2020
At 31.12.2018
Through income statement
Currency translations
Deferred tax liabilities at 31.12.2019
USD mill
Deferred tax assets
At 31.12.2019
Through income statement
Charged directly to equity
Currency translations
Deferred tax assets at 31.12.2020
At 31.12.2018
Through income statement
Charged directly to equity
Currency translations
Deferred tax assets at 31.12.2019
2020
2019
46
(2)
1
(1)
44
55
(12)
44
42
(1)
5
46
57
(11)
46
Fixed assets
Other
Total
(11)
7
(1)
(5)
(13)
1
1
(11)
(1)
(1)
(2)
(5)
4
(1)
(12)
7
(1)
(7)
(18)
5
1
(12)
Non current assets
and liabilities
Current assets and
liabilities
Tax losses
carried forward
Total
6
(6)
1
0
19
(14)
1
6
11
(4)
7
25
(12)
(2)
11
42
2
(1)
43
17
25
42
59
(8)
1
(1)
51
60
1
(2)
59
The mainly part of tax loss carry forward is related to entities in Norway and
USA, without expiration of the tax loss carry forward.
Temporary differences related to joint ventures and associates are USD 0
for the group, since all the units are regarded as located within the area
in which the exemption method applies, and no plans exist to sell any of
these companies.
The Maritime Services segment will have shares in subsidiaries not subject
to the exemption method which could give rise to a tax charge in the event
of a sale, where no provision has been made for deferred tax associated
with a possible sale or dividend. There are currently no plans to dispose of
such companies.
62
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note 10 Earnings per shares
FINANCIAL REPORTING PRINCPLES
Basic/diluted earnings per share is calculated by dividing profit for the period
after non-controlling interests, by average number of total outstanding shares.
The calculation of basic and diluted earnings per share is based on the income
attributable to ordinary shareholders and a weighted average number of ordi-
nary shares outstanding. Own shares are not included in the weighted average
number of ordinary shares. Weighted average number of diluted and ordinary
shares is the same, as the company does not have any dilutive instruments.
Earnings per share
Earnings per share taking into consideration the number of outstanding shares
in the period. At 31 December 2020 WWH ASA owns a total of 1 823 824 own
shares, split on 537 092 A-shares and 1 286 732 B-shares. Total outstanding
shares as of 31 December 2020 are 34 000 000 A-shares and 10 580 000
B-shares.
Earnings per share is calculated based on an average of 44 580 000 shares for
2020 and 45 947 868 shares for 2019.
See note 10 in the parent accounts for an overview of the largest shareholders
at 31 December 2020.
Note 11 Pension
FINANCIAL REPORTING PRINCPLES
Defined contribution plan:
A defined contribution plan is one under which the group and the parent
company pay fixed contributions to a separate legal entity. The group and the
parent company have no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all employees
the benefits relating to employee service in the current and prior periods.
Defined benefit plan:
A defined benefit plan is one which is not a defined contribution plan. This type
of plan typically defines an amount of pension benefit an employee will receive
on retirement, normally dependent on one or more factors such as age, years
of service and pay.
The liability recognised in the balance sheet in respect of defined benefit
pension plans is the present value of the defined benefit obligation at the end
of the reporting period less the fair value of plan assets. The defined benefit
obligation is calculated annually by independent actuaries using the projected
unit credit method. The present value of the defined benefit obligation is
determined by discounting the estimated future cash outflows using interest
rates of high-quality corporate bonds that are denominated in the currency in
which the benefits will be paid, and that have terms to maturity approximating
to the terms of the related pension obligation.
The pension obligation is calculated annually by independent actuaries using a
straight-line earnings method. Actuarial gains and losses arising from experience
adjustments and changes in actuarial assumptions are charged or credited to
equity in other comprehensive income in the period in which they arise.
Past-service costs are recognised immediately in the income statement.
Description of the pension scheme
The group’s defined contribution pension schemes for Norwegian employees
are with financial institutions providing solutions based on investment funds.
Subsidiaries outside Norway have separate schemes for their employees in
accordance with local rules, and the pension schemes are for the material part
defined contribution plans.
The group has “Ekstrapensjon”, a contribution plan for all Norwegian
employees with salaries exceeding 12 times the Norwegian National Insurance
base amount (G). The contribution plan replaced the group obligations, mainly
financed from operation. However, the group still has obligations for some
employees’ related to salaries exceeding 12 times the Norwegian National
Insurance base amount (G) mainly financed from operations.
In addition, the group has agreements on early retirement. These obligations
are mainly financed from operations.
The group has obligation towards one employee in the group’s senior executive
management. The obligation is mainly covered through group annuity policies
in Storebrand.
Pension costs and obligations include payroll taxes. No provision has been
made for payroll tax in pension plans where the plan assets exceed the
plan obligations.
The liability recognised in the balance sheet in respect of the remaining defined
benefit pension plans is the present value of the defined benefit obligation at
the end of the reporting period less the fair value of plan assets. The defined
benefit obligations are calculated annually by independent actuaries using
the projected unit credit method. The present value of the defined benefit
obligation is determined by discounting the estimated future cash outflows
using interest rates of corporate bonds that are denominated in the currency in
which the benefits will be paid, and that have terms to maturity approximating
to the terms of the related pension obligation. In a few countries without deep
markets in such bonds, the market rates on government bonds are used.
Actuarial gains and losses arising from experience adjustments and
changes in actuarial assumptions are charged or credited to equity in other
comprehensive income in the period in which they arise.
63
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
Cont. note 11 Pension
Number of people covered by pension schemes at 31.12
2020
2019
2020
2019
Funded
Unfunded
In employment
On retirement (inclusive disability pensions)
Total number of people covered by pension schemes
13
141
154
16
140
156
5
26
31
4
26
30
Financial assumptions for the pension calculations:
2020
2019
31.12.2020
31.12.2019
Expenses
Commitments
Discount rate
Anticipated pay regulation
Anticipated increase in National Insurance base amount (G)
Anticipated regulation of pensions
2.30%
2.00%
2.00%
0.10%
2.70%
2.50%
2.50%
0.10%
1.60%
1.75%
1.75%
0.10%
2.30%
2.00%
2.00%
0.10%
USD mill
Pension expenses
Service cost/ net interest cost
Cost of contribution plan
Pension expenses
USD mill
Pension obligations
Defined benefit obligation at end of prior year
Effect of changes in foreign exchange rates
Service cost
Interest expense
Benefit payments from plan
Benefit payments from employer
Settlement payments from plan assets
Remeasurements - change in assumptions
Pension obligations 31.12
Fair value of plan assets
Fair value of plan assets at end of prior year
Interest income
Employer contributions
Benefit payments from plan
Settlement payments from plan assets
Gross pension assets 31.12
USD mill
Total pension obligations
Defined benefit obligation
Fair value of plan assets
Net liability
64
Wilh. Wilhelmsen Holding ASA Annual Report 2020
2020
2019
1
15
16
1
9
10
31.12.2020
31.12.2019
36
(1)
1
1
(1)
1
4
42
16
1
(1)
17
40
1
1
(5)
(1)
36
20
1
(1)
(4)
16
31.12.2020
31.12.2019
42
17
25
36
16
20
Note 12 Combined items, balance sheet
FINANCIAL REPORTING PRINCPLES
Loans and receivables at amortised cost:
Loans and receivables are non-derivative financial assets with fixed or deter-
minable payments, which are not traded in an active market. They are included
in current assets, except for maturities greater than 12 months after the
balance sheet date. These are classified as non-current assets. Loans and
receivable are classified as other current assets or other non-current assets in
the balance sheet.
Loans and receivables are recognised initially at their fair value plus
trans action costs. Financial assets are derecognised when the contractual
rights to the cash flows from the financial assets expire or are transferred, and
the group has transferred by and large all risk and return from the financial
asset. Realised gains and losses are recognised in the income statement in the
period they arise.
Account payables and other payables
Account payables and other payables are recognised at the original invoiced
amount, where the invoiced amount is considered to be approximately equal to
the value derived if the amortised cost method would have been applied.
USD mill
OTHER NON CURRENT ASSETS*
Non current investments
Other non current assets
Total other non current assets
OTHER CURRENT ASSETS*
Account receivables
Financial derivatives
Restricted cash
Other current assets
Total other current assets
OTHER NON CURRENT LIABILITIES*
Related party non current liabilities
Other non current liabilities
Total other non current liabilities
OTHER CURRENT LIABILITIES*
Account payables
Financial derivatives
Other current liabilities**
Total other current liabilities
Note
2020
2019
19
19
19
17
17/19
19
2
26
28
178
15
1
81
274
23
23
208
9
260
478
1
23
25
233
1
1
82
317
3
25
28
223
16
216
455
*Current assets and current liabilities are due within 12 months. Non current assets and non current liabilities are due in more than 12 months.
**Maritime Services has 615 965 (2019: 612 738) cylinders booked as other tangible asset in the balance sheet, see note 7. The cylinders are valued at USD 109
million (2019: USD 112 million). These cylinders are partly in the group’s own possession and partly on board customers vessels. Most customers have paid a
deposit for the cylinders they have onboard their vessels. The total deposit liability booked is USD 96 million (2019: USD 85 million).
Provisions in other current liabilities, including cylinder deposit liability, does
include some degree of uncertainty due to the nature of the provisions.
Provisions are calculated and recognised based on available information and
assumptions at the time when the provision is made, and will be updated if
needed when new information becomes available.
65
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Accounts and notes
Note 13 Receivables
FINANCIAL REPORTING PRINCPLES
Account receivables and other receivables, that have fixed or determinable
payments that are not quoted in an active market are classified as receivables.
Account receivables and other receivables are recognised at the original
invoiced amount, where the invoiced amount is considered to be approxi mately
equal to the value derived if the amortised cost method would have been applied.
The group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all trade receivables
and contract assets, including receivables from lease contracts.
To measure the expected credit losses, trade receivables and contract assets
have been grouped based on shared credit risk charateristics and the days
past due.
USD mill
31 December 2020
Expected loss rate
Gross carrying amount - trade receivables
Loss allowance*
31 December 2019
Expected loss rate
Gross carrying amount - trade receivables
Loss allowance*
The expected loss rates are based on the payment profiles of sales over
a period of 36 month before 31 December 2020 respectively and the
corresponding historical credit losses experienced within this period. The
historical loss rates are adjusted to reflect current and forward looking
information on macroeconomic factors affecting the ability of the customers
to settle the receivables. The group has identified the GDP and the
unemployment rate of the countries in which it sells its goods and services to
be the most relevant factors, and accordingly adjusts the historical loss rates
based on expected changes in these factors.
Current
Less than 90
days past due
Between
90 and 180
days past due
More than 180
days past due
0%
166
0
0%
216
0
1%
5
(0)
1%
7
(0)
3%
5
(0)
3%
7
(0)
68%
7
(5)
57%
7
(4)
*Loss allowance is rounded to nil for trade receivables less than 180 days overdue.
ACCOUNT RECEIVABLES
At 31 December 2020, USD 11 million (2019: USD 21 million) in
account receivables had fallen due but not been subject to impairment.
These receivables are related to a number of separate customers.
Historically, the percentage of bad debts has been low and the group expects
the customers to settle outstanding receivables. Receivables fallen due but not
subject to impairment have the following age composition:
2020
2019
5
4
2
4
1
5
125
52
1
178
7
7
7
4
4
176
53
3
233
USD mill
Aging of account receivables past due but not impaired
Up to 90 days
90-180 days
Over 180 days
Movements in group provision for impairment of account receivables are as follows
Balance at 01.01
Net provision for receivables impairment
Balance 31.12
Account receivables per segment
Maritime Services
Supply Services
Holding and Investments
Total account receivables
See note 19 on credit risk.
Maritime Services
Supply Services
Holding and Investments
2020
Account Receivables
2019
Account Receivables
1%
29%
23%
70%
76%
66
Account Receivables 2020
Maritime Services: 70
Supply Services: 29
Holding and Investments: 0
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Account Receivables 2019
Maritime Services: 76
Supply Services: 23
Holding and Investments: 1
Cont. note 13 Receivables
ACCOUNT PAYABLES
USD mill
Maritime Services
Supply Services
Holding and Investments
Total account payables
See note 19 on credit risk.
Maritime Services
Supply Services
Holding and Investments
2020
Account Payables
2019
Account Payables
12% 1%
10% 1%
2020
181
25
1
208
2019
197
23
3
223
87%
88%
Account Payables 2020
Maritime Services: 87
Supply Services: 12
Holding and Investments: 1
Account Payables 2019
Maritime Services: 88
Supply Services: 10
Holding and Investments: 1
Note 14 Financial assets to fair value
FINANCIAL REPORTING PRINCPLES
Management determines the classification of financial assets at their initial
recognition, with financial assets held for trading carried at fair value. Financial
assets measured at fair value are initially measured at fair value with transaction
costs expensed in the income statement, and subsequently changes in fair
value recognised in the income statement.
USD mill
Financial assets to fair value
At 1 January
Acquisition
Reclassified
Sale during the year
Currency translation adjustment through other comprehensive income
Change in fair value through income statement
Total financial assets to fair value
Financial assets to fair value
Qube Holdings Limited
Other Australian financial assets
Hyundai Glovis
Other
Total financial assets to fair value
2020
2019
675
9
(86)
11
192
801
80
18
699
5
801
650
9
2
(20)
(0)
34
675
92
18
560
6
675
Financial assets to fair value are held in subsidiaries with different reporting currency and thereby creating translation adjustments.
Qube Holdings Limited is Australia’s largest integrated provider of import and
export logistics services, and listed on the Australian Securities Exchange
(ASX). As per 31 December 2020 the group held 35 million shares, 1.8% of
total (2019: 40 million shares, 2.5% of total). The shares in Qube serve as
collateral for a credit facility. See note 18.
Hyundai Glovis Co., Ltd., is a global Korean based general logistics and
distribution company, providing business service such as logistics, marine
transportation, KD, used cars and trading. Glovis is listed on the Korean Stock
Exchange. As per 31 December 2020, Treasure ASA group held 4.1 million
shares in Glovis (11% of total) (2019: 12.04%). Treasure ASA is listed on the
Oslo Stock Exchange.
67
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Accounts and notes
Note 15 Inventories
FINANCIAL REPORTING PRINCPLES
Inventories of purchased goods and work in progress, are valued at cost in
accordance with the weighted average cost method. Impairment losses are
recognised if the net realisable value is lower than the cost price. Sales costs
include all remaining sales, administrative and storage costs.
USD mill
Inventories
Raw materials
Goods/projects in process
Finished goods/products for onward sale
Others
Total inventories
Obsolescence allowance, deducted above
2020
2019
8
2
74
84
4
7
2
73
1
82
2
Note 16 Current financial investments
FINANCIAL REPORTING PRINCPLES
This category consists of financial assets held for trading. A financial asset is
classified in this category if acquired principally for the purpose of profit from
short term price gains. Current financial investments are measured at fair value.
The resulting unrealised gains and losses are included in financial income and
expense. Derivatives are also placed in this category unless designated as
hedges. Assets in this category are classified as current.
USD mill
Market value current financial investments
Equities
Bonds
Financial derivatives
Total current financial investments
2020
2019
72
48
5
124
57
44
1
102
The fair value of all equity securities, bonds and other financial assets is based on their closing prices in an active market.
The net unrealised gain at 31.12
14
10
The parent company’s portfolio of financial investments USD 119 million is held as collateral within a securities’ finance facility. See note 18.
68
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note 17 Cash, restricted bank deposits and undrawn credit facilities
FINANCIAL REPORTING PRINCPLES
Cash and cash equivalents include cash in hand, deposits held at call with
banks and other liquid investments with maturities of three months or less.
Bank overdrafts are presented under borrowings in current liabilities on the
balance sheet.
USD mill
Payroll tax withholding account
2020
2019
1
1
Companies that do not have payroll tax withholding account use bank guarantees. As per 31.12.2020 total guarantees amounted to USD 6.7 million (2019:
USD 6.3 million).
Committed undrawn credit facilities
263
299
Committed undrawn credit facilities are key part of the liquidity reserve.
Cash and cash equivalents
Banks
Total cash and cash equivalents
269
269
153
153
The group has cash pool arrangements within each segments and this is
presented as cash and cash equivalents. WWH ASA (Holding and Investment
segment) owns and operates a multicurrency cash pool with a header-account
in NOK, comprising of subsidiaries registered in Norway. WMS AS (Maritime
Services segment) owns and operates a multicurrency cash pool with a
header-account in USD, comprising of subsidiaries in Europe, Asia-Pacific
and North America. NorSea Group AS (Supply Services segment) owns and
operates a multicurrency cash pool with a header-account in NOK, comprising
of subsidiaries in Norway, Denmark, Germany and U.K.
69
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Accounts and notes
Note 18 Interest-bearing debt
FINANCIAL REPORTING PRINCPLES
Loans are recognised at fair value when the proceeds are received, net of
transaction costs. In subsequent periods, loans are stated at amortised cost
using the effective yield method. Any difference between proceeds (net of
transaction costs) and the redemption value is recognised in the income
statement over the term of the loan. Loans are classified as current liabilities
unless the group or the parent company has an unconditional right to defer
settlement of the liability for at least 12 months after the balance sheet date.
USD mill
Interest-bearing debt
Bank and mortgages loan
Lease liability
Total interest-bearing debt
Book value of collateral, mortgaged and leased assets:
Financial assets to fair value, current financial investments *
Assets Supply Services
Total book value of collateral, mortgaged and leased assets
* The parent company’s portfolio of financial investments is held as collateral within a securities’ finance facility.
USD mill
Repayment schedule for interest-bearing debt
Due in year 1
Due in year 2
Due in year 3
Due in year 4
Due in year 5 and later
Total interest-bearing debt
Note
2020
2019
19
14/16
464
192
657
199
853
1 052
494
181
675
193
770
964
Note
2020
2019
70
233
32
30
291
657
92
40
40
251
252
675
19
The overview above shows the actual maturity structure, with the amount due
in year one as the first year’s instalment classified under other current liabilities.
Loan agreements entered into by the group contain financial covenants
relating to liquidity, leverage and value-adjusted equity. The group was in
compliance with all covenants at 31 December 2020.
USD mill
The group net interest-bearing debt
Non current interest-bearing debt
Non current lease liabilities
Current interest-bearing debt
Current lease liabilities
Total interest-bearing debt
Cash and cash equivalents
Current financial investments
Net interest-bearing debt
Net interest-bearing debt in joint ventures
Non current interest-bearing debt
Total interest-bearing debt in joint ventures
Cash and cash equivalents
Net interest-bearing debt in joint ventures
70
Wilh. Wilhelmsen Holding ASA Annual Report 2020
2020
2019
426
161
38
31
657
269
124
264
114
114
32
82
429
154
65
27
675
153
102
419
98
98
27
71
16
4
4
Cont. note 18 Interest-bearing debt
USD mill
Guarantee commitments
Guarantees for group companies
Total
The carrying amounts of the group’s bank loan are denominated in the following currencies
USD
NOK
DKK
Total
See otherwise note 19 for information on financial derivatives (currency hedges) relating to interest-bearing debt.
2020
2019
71
71
199
252
13
464
49
49
198
285
10
494
USD mill
Net debt
Cash and cash equivalents
Liquid investments*
Borrowings - repayable within one year
Borrowings - repayable after one year
Net debt
Cash and cash equivalents and liquid investments
Gross debt - variable interest rates**
Net debt
Note
2020
2019
269
124
(70)
(587)
(264)
393
(657)
(264)
153
102
(92)
(583)
(419)
255
(675)
(419)
*Liquid investments are investment grade bonds and liquid equities traded
in active markets. These assets are held at fair value recognised through the
income statement.
**Interest-bearing debt is exposed to movements in floating interest rates in
USD and NOK. Material parts of the interest rate risk in the NOK-denominated
debt is hedged within the Supply Services segment.
USD mill
Other assets
Liabilites from financing activities
Cash
and cash
equivalents
Liquid
invest-
ments
Finance
leases
due within
1 year
Finance
leases
due after
1 year
Borrow.
due
within
1 year
Borrow.
due
after
1 year
Total
financing
activities
Net debt 01.01.2020
153
102
Reclass
Cash flows
Foreign exchange adjustments
Other non-cash movements
Net debt 31.12.2020
Net debt 31.12.2018
Implementation of IFRS 16
Net debt 01.01.2019
Reclass
Cash flows
Foreign exchange adjustments
Other non-cash movements
Net debt 31.12.2019
115
269
140
140
13
1
(1)
153
(1)
(4)
28
124
88
88
27
(4)
(10)
102
27
(1)
2
3
31
1
27
28
(1)
27
154
1
(18)
3
21
161
10
193
203
(10)
(24)
(15)
154
65
11
(27)
(11)
38
429
(1)
(9)
6
2
426
85
437
85
119
(136)
(3)
65
437
(109)
93
8
429
675
10
(54)
12
15
657
534
220
754
(68)
6
(18)
675
Total
(419)
(10)
168
(16)
8
(264)
(306)
(220)
(526)
108
(9)
7
(419)
71
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
Note 19 Financial risk
FINANCIAL REPORTING PRINCIPLES
The group uses derivatives to address financial risk. Derivatives are included
in current assets or current liabilities, except for maturities greater than
12 months after the balance sheet date. These are classified as non-current
assets or other non-current liabilities as they form part of the group’s long-
term economic hedging strategy and are not classified as held for trading.
Derivatives which do not qualify for hedge accounting
Most derivative instruments do not qualify for hedge accounting. Changes in the
fair value of any derivative instruments which do not qualify for hedge ac counting
are presented in the income statement as financial income/expense.
Derivatives which do qualify for hedge accounting
The group designates certain derivatives as hedges of highly probable forecast
transactions (cash flow hedges).
At the date of the hedging transaction, the group documents the relationship
between hedging instruments and hedged items, as well as the objective of its
risk management and the strategy underlying the various hedge trans actions.
The group also documents the extent to which the applied derivatives are
effective in offsetting changes in fair value or cash flow associated with the
hedge items. Such assessments are documented both initially and on an
ongoing basis.
The fair value of derivatives used for hedging is shown in note 16 to the group
accounts. Changes in the valuation of qualified hedges are recognised directly
in other comprehensive income until the hedged transactions are realised.
The fair value of financial derivatives traded in active markets is based
on quoted market prices at the balance sheet date. The fair value of
financial derivatives not traded in an active market is determined using
valuation methodology, such as the discounted value of future cash flows.
Independent experts verify the value determination for instruments which
are considered material.
Cash flow hedge
The effective portion of changes in the fair value of derivatives designated as
cash flow hedges are recognised in other comprehensive income to gether with
the deferred tax effect. Gain and loss on the ineffective portion is recognised
in the income statement. Amounts recognised in other com prehensive
income are recognised as income or expense in the income statement in
the period when the hedged liability or planned transaction will affect the
income statement.
Net investment hedge
Gain and losses arising from the hedging instruments relating to the effective
portions of the net investment hedges are recognised in other comprehensive
income. These translation reserves are reclassified to the income statement
upon loss of control of the hedged net investments, offsetting the translation
differences from these net investments. Any ineffective portion is recognised
immediately in the income statement as financial income/(expenses).
The group has exposure to the following financial risks from its operations:
• Market risk
• Foreign exchange rate risk
• Interest rate risk
• Equity market risk
• Credit risk
• Liquidity risk
MARKET RISK
The group has established hedging strategies to mitigate risks on material
exposures originating from movements in currencies and interest rates.
This is compliant with the financial strategy approved by the board of directors.
Changes in the market value of financial derivatives are recognised through the
income statement except for the Supply Service segment, where derivatives
are recognised in Other Comprehensive Income.
Associates hedge their own exposures. The group records the effects of
realised and unrealised changes in financial derivatives held in these entities in
accordance with the equity method under “share of profit from joint ventures
and associates”. The material associates are Wallenius Wilhelmsen ASA group
in Holding and Investment segment and Coast Center Base group in Supply
Service segment.
Foreign exchange rate risk
The group is exposed to currency risk on revenues and costs in non-functional
currencies (transaction risk), and balance sheet items denominated in currencies
other than non-functional currencies (translation risk).
The group’s largest foreign exchange exposures are NOK, EUR, SGD and
KRW - all against USD.
TRANSACTION RISK HEDGING (CASH FLOW)
The group’s operating segments are responsible for hedging their own material
transaction risk. Within Maritime Services, USDNOK, EURUSD and USDSGD
exposures are subject to a systematic 3-year rolling hedge program, utilizing a
portfolio of currency options and currency forwards. USDMYR is hedged using
currency forwards with maturities up to 12 months. Remaining exposures are
non-material and not hedged.
TRANSLATION RISK HEDGING (BALANCE SHEET)
The group’s policy for mitigating translation risk is to match the denomination
currency of assets and liabilities to as large extent as possible.
FX SENSITIVITES (TRANSLATION RISK)
The group monitors the net exposure and calculates sensitivities on a regular
basis, based on average market volatility per currency cross. Sensitivities
showing a potential accounting effect below USD 5 million on group level are
considered non-material.
USD mill
Currency through Income Statement
Including in other financial income/(expenses)
Operating currency, net
Financial currency, net
Currency derivatives, realised
Currency derivatives, unrealised
Net currency items in other financial income/(expenses)
1
Through other comprehensive income
Currency translation differences through OCI
Total net currency effects
72
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note
2020
2019
(4)
(3)
(14)
29
7
33
40
7
(10)
(10)
4
(8)
(2)
(11)
Cont. note 19 Financial risk
For Maritime Services, Supply Services and Holding and Investments, material
translation risks are booked to other comprehensive income due to the
functional currency for most of the entities being different from the reporting
currency USD.
The group’s segments perform sensitivity analyses on the unhedged part of
the transaction risk on a regular basis.
The portfolio of derivatives used to hedge the group’s transaction risk
(described in previous page), exhibit the following income statement sensitivity:
USD mill
Sensitivity
Income statement sensitivities of economic hedge program
Transaction risk
USD/NOK spot rate
Income statement effect (post tax)
EUR/USD spot rate
Income statement effect (post tax)
USD/SGD spot rate
Income statement effect (post tax)
(Tax rate used is 22% that equals the Norwegian tax rate)
(10%)
(5%)
0%
5%
10%
7.68
14
1.10
(9)
1.19
7
8.10
7
1.17
(4)
1.25
4
8.53
1.23
1.32
8.96
(6)
1.29
4
1.39
(3)
9.38
(12)
1.35
9
1.45
(6)
Interest rate risk
The group’s strategy is to hedge material parts of the interest-bearing debt
against rising interest rates. As the capital intensity varies across the group’s
business segments, which have their own policies on hedging of interest rate
risk, hedge ratios vary.
Within Holding and Investments and Maritime Services respectively, no
interest rate hedging is implemented due to low net interest-bearing debt
(NIBD), whereas Supply Services have hedged about 50% of its NIBD as
of 31 December 2020.
USD mill
Maturity schedule interest rate hedges (nominal amounts)
Due in year 1
Due in year 2
Due in year 3
Due in year 4
Due in year 5 and later
Total interest rate hedges
2020
2019
12
47
33
38
129
23
12
46
67
148
The Supply Services segment has entered swaption contracts with a notional
value of about USD 16 million, with expiry date in 2022. Depending on interest
rate levels on the expiry date, exercising the swaptions by the counterparties
will extend the maturity of expiring swaps until 2032.
The average remaining term of the existing total debt portfolio is approximately
4 years. The hedges have an average remaining term of approximately 5 years.
Interest rate sensitivity
The group’s interest rate risk originates from differences in duration between
assets and liabilities. On the asset side, bank deposits and investments in
interest-bearing instruments are subject to risk from changes in the general
level of interest rates, primarily in USD.
The group uses the weighted average duration of interest-bearing liabiliti-
es, and financial interest rate derivatives to compute the group’s sensitivity
towards changes in interest rates.
Sensitivities resulting in a potential accounting effect below USD 5 million on
group level are considered non-material. On 31 December 2020, the group has
no material exposure subject to interest rate risk.
73
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
Cont. note 19 Financial risk
USD mill
Interest rate derivatives
Maritime Services
Supply Services
Holding and Investments
Total interest rate derivatives
Currency derivatives
Maritime Services
Supply Services
Holding and Investments
Total currency derivatives
Total market value of financial derivatives
Book value equals market value
2020
2019
Assets
Liabilities
Assets
Liabilities
9
9
9
6
6
10
10
16
1
1
1
15
4
20
20
EQUITY MARKET RISK
The group holds several assets listed on equity markets as well as a defined
portfolio of financial assets for a proportion of the group’s short-term liquidity.
Below table summarises the equity market sensitivity towards the market value
of all listed equities held:
Income statement sensitivities of equity market risk
USD mill
Change in equity prices
Change in market value
Income statement effect
(Tax rate used is 22% that equals the Norwegian tax rate)
(20%)
(107)
(10%)
(53)
0%
10%
53
20%
107
CREDIT RISK
Credit risk is the risk of financial loss to the group if a customer or counterparty
to a financial derivative fails to meet its contractual obligations. The group’s
credit risk originates primarily from the account receivables, financial
derivatives used to hedge interest rate risk or foreign exchange risk, as well
as investments, including bank deposits.
Loans and receivables
Trade receivables
The group’s exposure to credit risk on its receivables varies across segments
and subsidiaries.
Within the Maritime Services and Supply Services, the global customer
base provides diversification with respect to credit risk on receivables. The
segments monitor and manage their respective credit risk on a regular basis.
Reference is made to note 13.
Given the negative market sentiment in several shipping and offshore
segments, some customers are currently facing increased financial difficulties
relative to previous years, implying that the group’s credit risk has increased
somewhat, but is still regarded as moderate.
Bank deposits and financial derivatives
The group maintains cash management operations and trades financial
derivatives with a selection of financially solid banks (as determined by their
official credit ratings), limiting the corresponding credit risk.
Other credit exposures
No material loans or receivables were past due or impaired at 31 December
2020 (analogous for 2019).
Guarantees
The group’s policy is that no financial guarantees are provided by the parent
company. However, financial guarantees are provided within Maritime Services
and Supply Services. See note 18 for further details.
Credit risk exposure
The carrying amount of financial assets represents the maximum credit
exposure.
The maximum exposure to credit risk at the reporting date was as per
below table:
USD mill
Exposure to credit risk
Financial derivatives
Account receivables
Financial investments
Other non current assets
Other current assets
Cash and bank deposits
Total exposure to credit risk
74
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note
2020
2019
12
12
16
12
12
17
20
178
48
28
77
269
618
1
233
44
25
82
153
537
Cont. note 19 Financial risk
LIQUIDITY RISK
The group’s approach to managing liquidity is to ensure that the group meets
its liabilities, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the group’s reputation.
The group’s liquidity risk is low in that it holds significant liquid assets in
addition to credit facilities with the banks.
USD mill
Undiscounted cash flows financial liabilities 2020
Mortgages
Finance lease liabilities
Bank loan
Financial derivatives
Interest due
Total undiscounted cash flow financial liabilities
Current liabilities (excluding next year's instalment on interest-bearing debt)
Total gross undiscounted cash flows financial liabilities 31.12.2020
Undiscounted cash flows financial liabilities 2019
Mortgages
Finance lease liabilities
Bank loan
Financial derivatives
Interest due
Total undiscounted cash flow financial liabilities
Current liabilities (excluding next year's instalment on interest-bearing debt)
Total gross undiscounted cash flows financial liabilities 31.12.2019
At 31 December 2020, the group had in excess of USD 473 million (2019: USD
347 million) in cash, investment grade bonds and listed equities (cash and cash
equivalents, current financial investments and investment in Qube Holdings
Limited), in addition to USD 263 million (2019: USD 299 million) in committed
undrawn credit facilities.
Less than
1 year
Between 1
and 2 years
Between 2
and 5 years
Later than
5 years
38
31
9
23
102
468
570
42
27
23
16
27
134
439
573
19
15
199
20
254
254
25
25
25
75
75
11
51
50
112
112
48
23
198
62
332
332
196
95
291
291
157
106
3
266
266
75
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
Cont. note 19 Financial risk
COVENANTS
The group’s bank and lease financing are subject to financial or non-financial
covenant clauses related to one or several of the following:
• Limitation on the ability to pledge assets
• Change of control
• Minimum liquidity
• NIBD / EBITDA or equivalent Debt-Service Coverage-Ratios
• Loan-to-Value
As of the balance date, the group is not in breach of any financial or
non-financial covenants.
CAPITAL RISK MANAGEMENT
The group’s overall policy is to maintain a strong capital base to maintain
investor, creditor and market confidence and to sustain future business
development. The board of directors monitors various return metrics,
where Return on Equity and dividend levels are predominant.
The group seeks to maintain a balance between the potential higher returns
stemming from higher levels of financial gearing and the advantages of
a strong balance sheet. The financial strategy and setting of thresholds
for capital structure, return requirements and risk are revised by the board
of directors.
FAIR VALUE ESTIMATION
The fair value of financial instruments traded in an active market is based on
quoted market prices at the balance sheet date. The fair value of financial
instruments not traded in an active market (over-the-counter contracts) is
based on third party quotes. These quotes use observable market rates for
price discovery. Specific valuation techniques used by financial counterparties
(banks) to value financial derivatives include:
• Quoted market prices or dealer quotes for similar derivatives.
• The fair value of interest rate swaps is calculated as the net present value
of the estimated future cash flows based on observable yield curves.
• The fair value of interest rate swap option (swaption) contracts is determined
using observable volatility, yield curve and time-to-maturity parameters at
the balance sheet date, resulting in a swaption premium. Options are typically
valued by applying the Black-Scholes model.
• The fair value of forward foreign exchange contracts is determined using
forward exchange rates at the balance sheet date, with the resulting value
discounted back to net present value.
• The fair value of foreign exchange option contracts is determined using
observable forward exchange rates, volatility, yield curves and
time-to-maturity parameters at the balance sheet date, resulting in an option
premium. Options are typically valued by applying the Black-Scholes model.
The carrying value less impairment of receivables and payables are assumed
to approximate their fair values. The group estimates the fair value of financial
liabilities for disclosure purposes by discounting the future contractual cash
flows at current market interest rates available to the group for similar financial
derivatives.
USD mill
Interest-bearing debt
Mortgages
Lease liabilities
Bank loan
Total interest-bearing debt 31.12.2020
Mortgages
Finance lease liabilities
Bank loan
Total interest-bearing debt 31.12.2019
Note
Fair value
Book value
265
192
201
658
273
181
224
677
265
192
199
657
273
181
221
675
18
18
76
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Cont. note 19 Financial risk
The fair values are based on cash flows discounted using a rate based on market rates including margins and are within level 2 of the fair value hierarchy.
USD mill
Financial assets at fair value
Equities
Bonds
Financial derivatives
Financial assets to fair value
Total financial assets 31.12.2020
Financial liabilities at fair value
Financial derivatives
Total financial liabilities 31.12.2020
Financial assets at fair value
Equities
Bonds
Financial assets to fair value
Total financial assets 31.12.2019
Financial liabilities at fair value
Financial derivatives
Total financial liabilities 31.12.2019
USD mill
Changes in level 3 instruments
Opening balance 01.01
Acquisition
Transfer to level 3
Gains and losses recognised through income statement
Closing balance 31.12
Level 1
Level 2
Level 3
Total
72
48
778
898
58
44
655
757
(1)
0
18
18
20
20
20
5
25
(9)
(9)
1
1
(16)
(16)
72
48
20
801
940
(9)
(9)
58
44
675
778
(16)
(16)
2020
2019
20
(2)
18
38
6
1
(25)
20
The fair value of financial instruments traded in active markets is based on
quoted market prices at the balance sheet date. A market is regarded as active
if quoted prices are readily and regularly available from an exchange, dealer,
broker, industry group, pricing service, or regulatory agency, and those prices
represent actual and regularly occurring market transactions on an arm’s
length basis.
The quoted market price used for financial assets held by the group is the
current close price. These instruments are included in level 1. Instruments
included in level 1 at the end of 2020 are liquid investment grade bonds and
listed equities (analogous for 2019).
The fair value of financial instruments not traded in an active market (over-
the-counter contracts) are based on third party quotes (Mark-to-Market).
These quotes use observable market rates for price discovery. The different
techniques typically applied by financial counterparties (banks) were described
above. These instruments - FX and IR derivatives - are included in level 2.
If one or more of the significant inputs is not based on observable market data,
the derivatives is in level 3.
77
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
Cont. note 19 Financial risk
Financial instruments by category
USD mill
Assets
Other non current assets
Financial asset to fair value
Current financial investments
Current financial derivatives
Other current assets
Cash and cash equivalent
Assets at 31.12.2020
Liabilities
Non current interest-bearing debt
Current interest bearing liabilities
Current financial derivatives
Other non current liabilities
Other current liabilities
Liabilities 31.12.2020
Assets
Other non current assets
Financial asset to fair value
Current financial investments
Current financial derivatives
Other current assets
Cash and cash equivalent
Assets at 31.12.2019
Liabilities
Non current interest-bearing debt
Current interest bearing liabilities
Current financial derivatives
Other non current liabilities
Other current liabilities
Liabilities 31.12.2019
Financial
assets at
amortised cost
Fair value
through
the income
statement
Other
Total
26
2
801
124
15
28
801
124
15
260
269
942
26
1 496
260
269
528
Liabilities
at fair
value through
the income
statement
Other financial
liabilities at
amortised cost
587
70
468
1 125
9
23
32
Total
587
70
9
23
468
1 158
Financial
assets at
amortised cost
Fair value
through
the income
statement
Other
Total
7
675
101
1
785
17
1
18
315
153
468
Liabilities at fair
value through
the income
statement
Other financial
liabilities at
amortised cost
583
92
439
1 114
16
25
41
25
675
102
1
316
153
1 272
Total
583
92
16
25
439
1 155
Note
12
14
16
12
12
17
Note
18
18
12
12
12
Note
12
14
16
12
12
17
Note
18
18
12
12
12
78
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note 20 COVID-19 compensation
FINANCIAL REPORTING PRINCPLES
The group applies IAS 20 Accounting for Government Grants and Disclosure of
Government Assistance for government grant related to income compensation
or expense compensation. A government grant is recognised only when there
is reasonable assurance that (a) the group will comply with any conditions
attached to the grant and (b) the grant will be received. A government grant is
recognised in the income statement over the period necessary to match them
with the related income compensation or expense compensation, for which
they are intended to compensate, on a systematic basis. A grant receivable as
compensation for costs or compensation already incurred or for immediate
financial support, with no future related costs, is recognised in the income
statement in the period in which it is receivable. A grant relating to income
compensation is reported separately as other income, while grants related to
expense compensation is deducted from the related expense.
The COVID-19 pandemic will continue to affect economic conditions and
the demand for Maritime and Supply services regionally as well as globally
and otherwise impact the group’s operations and operations og the group’s
customer, suppliers and other stakeholders. Governments in affected
countries are imposing travel bans, quarantines and other emergency
publichealth measures. Those measures, through temporary in nature,
may continue and increase depending on developements in the pandemic.
As a result of these measures, the group operations located in regions
affected by the pandemic may be negatively affected.
The ultimate severity of the pandemic is still uncertain and therefore we
cannot predict the impact it may have on the group’s future operations and
the health of our employees, which could be material and adverse.
During the COVID-19 pandemic, the governments of several of the countries
where the group operates have established schemes to compensate local
businesses because of lockdowns, decline in turnover, lay-offs, and loss of
business. During 2020, the group have been granted compensation both as
cash transfers and reduced costs (non-cash transactions).
COVID-19 COMPENSATION
USD million
Government grants with cash effects
Government grants in non-cash transactions
Total COVID-19 compensation
The compensation is allocated as following:
2020
6
1
7
Grants with direct cash effect
Grants as reduced personell expense mainly relate to grants from the
government of Malaysia (USD 5.1 million), grants as income following turnover
decline mainly relates to grants from the governments of Singapore (USD
170 thousand), Republic of Korea (USD 117 thousand), and Norway (USD 117
thousand), while grants as reduced operating expenses relates to grant from
the government of France (USD 21 thousand).
Non-cash grants
Grants in form of reduction in social security taxes relates mainly to reduced
rates by the governments of Norway (USD 571 thousand), China (USD 243
thousand), and Turkey (USD 132 thousand). Grant in form of reduced rental
expenses mainly relates the governments of Hong Kong, Singapore, and Saudi
Arabia (USD 120 thousand).
Government Grant as income follow as turnover decline
Government Grant as reduced personnel expenses
Government Grant as reduced operating expenses
Social tax saving
Rent free period
COVID-19
Compensation
2%
6%
14%
78%
COVID-19 Compensation
Government Grant as income follow as turnover failure: 6
Government Grant as reduced personnel expenses: 78
Government Grant as reduced operating expenses: 0
Social tax saving: 14
Rent free period: 2
79
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Accounts and notes
Note 21 Related party transaction
FINANCIAL REPORTING PRINCPLES
Related parties are defined as entities outside of the group that are under
control directly or indirectly, joint control or significant influence by the owners
of Wilh. Wilhelmsen Holding ASA. All transactions with related parties are
entered into on marked terms based on arm’s length principles. Transactions
with related parties include shared services and other services provided by
the group. Shared Services are priced in accordance with the principles set
out in the OECD Transfer Pricing Guidelines and are delivered according to
agreements that are renewed annually. The services are:
• Ship management including crewing, technical and management service
• Agency services
• Freight and liner services
• Marine products
• Shared services
The ultimate owner of the group is Tallyman AS, which holds about 60% of the
voting stock of the group. Tallyman AS is controlled by Thomas Wilhelmsen.
See note 6 regarding fees to board of directors, and note 2 and note 10 in the
parent company regarding ownership.
Remuneration to Thomas Wilhelmsen for 2020 see note 2 for the
parent company.
Generally, Shared Services are priced using a cost plus 5% margin calculation,
in accordance with the principles set out in the OECD Transfer Pricing Guidelines
and are delivered according to agreements that are renewed annually.
Material related parties in the group are:
Business office, country
Ownership
Wallenius Wilhelmsen ASA
Coast Center Base AS/ KS
Lysaker, Norway
Fjell, Norway
37.80%
50.00%
Wallenius Wilhelmsen ASA , through its operating companies, is the market
leader in the finished vechicle logistics segment, offering ocean transportation
and landbased vechicle logistics solutions.
Coast Center Base AS and Coast Center Base KS in the Supply Services
segment delivers IT project, administration and handling services and the
transactions are based on market terms.
USD mill
2020
2019
OPERATING REVENUE FROM RELATED PARTY
Sale of goods and services to joint ventures and associates:
WAWI group
Maritime Services
Supply Services
Operating revenue from related party
OPERATING EXPENSES FROM RELATED PARTY
Purchase of goods and services from joint ventures and associates:
Supply Services
Operating expenses to related party
ACCOUNT RECEIVABLES FROM RELATED PARTY
Maritime Services
Account receivables from related party
ACCOUNT PAYABLES TO RELATED PARTY
Maritime Services
Supply Services
Account payables to related party
NON CURRENT ASSETS TO RELATED PARTY
Maritime Services
Holding & Investment
Non current assets to related party
80
Wilh. Wilhelmsen Holding ASA Annual Report 2020
20
3
2
25
9
9
4
4
4
4
10
1
11
18
7
1
26
2
2
2
2
6
1
7
14
14
Note 22 Subsidiaries with material non-controlling interests
FINANCIAL REPORTING PRINCPLES
Non-controlling interest:
The group treats transactions with non-controlling interests as transactions
with equity owners of the group.
For purchases from non-controlling interests, the difference between any con-
sideration paid and relevant share acquired of the carrying value of net assets
of the subsidiary is recorded as equity transactions.
Gains or losses on disposals to non-controlling interests are also recorded as
equity transactions.
NorSea Group AS
Treasure ASA*
Business office/country
Voting/control share
2020
Tananger, Norway
Lysaker, Norway
75.15%
73.46%
Set out below is the summarised financial information for the subsidiary that has non-controlling interests (NCI) material to the group. The amounts disclosed are
100% and before inter-company eliminations.
*At 31 December 2020 Treasure ASA had 3.965.000 own shares (31 December 2019: 465.000 own shares).
USD mill
Summarised balance sheet
Non current assets
Current assets
Total assets
Non current liabilities
Current liabilities
Total liabilities
Net assets
Summarised income statement/OCI
Total income
Profit for the year
Other comprehensive income
Total comprehensive income
Profit allocated to NCIs
Dividends paid to NCIs
Summarised cash flows
Net cash flow provided by/(used in) operating activities
Net cash flow provided by/(used in) investing activities
Net cash flow provided by/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
USD mill
Total allocation to NCIs
Profit/(loss) for the period to material NCIs
Profit/(loss) for the period to other immaterial NCIs
Profit for the period to NCIs
NorSea Group AS
Treasure ASA
2020
2019
2020
2019
657
380
1 037
370
448
818
220
263
13
(3)
10
4
1
32
(22)
(3)
8
618
69
686
362
120
482
205
246
4
1
6
4
1
21
15
(45)
(9)
699
64
763
0
763
14
214
213
57
2
75
(1)
(13)
61
560
4
563
0
563
14
48
48
13
2
11
(9)
1
2020
2019
61
61
17
(1)
16
81
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Accounts and notes
Note 23 Contingencies
FINANCIAL REPORTING PRINCPLES
The group and the parent company make provisions for legal claims when
a legal or constructive obligation exists as a result of past events, it is more
likely than not that an outflow of resources will be required to settle the
obligation, and the amount can be estimated with a sufficient degree of
reliability. Provisions are not made for future operating losses.
Coast Center Base AS (CCB), 50% owned by NorSea Group, lost a floating
dock 26 November 2018. The dock is considered lost and the fair value was
nil by 31 December 2020. CCB has made an accrual to cover costs related
to a salvage operation. Local authorities have issued their conclusion,
implicating lower accruals. However, as the matter has been appealed by
other authorities, the company has decided to keep the accrual until a final
decision has been made.
The size and global activities of the group dictate that companies in the group
will be involved from time to time in disputes and legal actions.
The group is not aware of any financial risk associated with disputes and
legal actions which are not largely covered through insurance arrangements.
Nevertheless, any such disputes/actions which might exist are of such a nature
that they will not significantly affect the group’s financial position.
Note 24 Alternative performance measures
Alternative performance measures
This section describes non-GAAP financial alternative performance
measures (APM) that may be used in the quarterly and annual reports and
related presentations.
EBITDA margin is defined as EBITDA as a per cent of of Total income.
EBITDA margin adjusted is defined as EBITDA adjusted as a per cent of Total
income, with Total income also adjusted for the same income elements as
those which have been adjusted for in EBITDA adjusted.
”The following measures are not defined nor specified in the applicable
financial reporting framework of IFRS. They may be considered as non-GAAP
financial measures that may include or exclude amounts that are calculated
and presented according to the IFRS. These APMs are intended to enhance
comparability of the results, balance sheet and cash flows from period to
period and it is the group’s experience that these are frequently used by
investors, analysts and other parties. Internally, these APMs are used by the
management to measure performance on a regular basis. The APMs should
not be considered as a substitute for measures of performance in accordance
with IFRS.”
EBITDA is defined as Total income (Operating revenue and gain/(loss) on sale
of assets) adjusted for Operating expenses. EBITDA is used as an additional
measure of operational profitability, excluding the impact from financial items,
taxes, depreciation and amortization.
EBITDA adjusted is defined as EBITDA excluding certain income and/or
cost items which are not regarded as part of the underlying operational
performance for the period. The group do not report EBITDA adjusted
on a regular basis, but may use it on a case by case basis to better explain
operational performance.
EBIT is defined as Total income (Operating revenue and gain/(loss) on sale
of assets) less Operating expenses, Other gain/loss and depreciation and
amortization. EBIT is used as a measure of operational profitability excluding
the effects of how the operations were financed, taxed and excluding foreign
exchange gains & losses.
EBIT adjusted, EBIT margin and EBIT margin adjusted will, if used, be
prepared in the same manner as described under EBITDA.
Net interest-bearing debt (NIBD) is defined as total interest bearing debt
(Non-current interest-bearing debt and Current interest-bearing debt) less
Cash and cash equivalenets and Current financial investments.
Equity ratio is defined as Total equity as a percent of Total assets.
82
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note 25 General accounting principles
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This note provides a list of the significant accounting policies adopted in the
preparation of these consolidated financial statements to the extent they
are not disclosed separately in the other notes in the consolidated financial
statements or in the notes of the financial statements of the parent company.
Accounting policies have been consistently applied to all the years presented,
unless otherwise stated.
Historical cost convention
The financial statements have been prepared on a historical cost basis, except
for the following:
• certain financial assets and liabilities (including derivative instruments),
• defined benefit pension plans – plan assets measured at fair value.
New and amended standards adopted by the group
The following are new or amended to standards and interpretations have been
issued and become effective during the current period:
The group has applied the following standards and amendments for the first
time for their annual reporting period commencing 1 January 2020:
Definition of material - amendments to IFRS 1 and IAS 8
Interest rate benchmark reform – amendments to IFRS 9 and IFRS 7
The amendments listed above did not have any impact on the amounts
recognised in prior periods and are not expected to significantly affect the
current or future periods.
New standards and interpretations not yet adopted
Amendment to IAS 1 Classification of Liabilities as Current or Non-current
applicable for annual periods beginning on or after 1 January 2022.
The amendment changes the guidance for the classification of liabilities as
current or non-current depending on the rights that exist at the end of the
reporting period.
Certain new accounting standards and interpretations have been published
that are not mandatory for 31 December 2020 reporting periods and have not
been early adopted by the group. These standards are not expected to have
a material impact on the group in the current or future reporting periods.
Functional and presentation currency
Items included in the financial statements of each of the group’s entities are
measured using the currency of the primary economic environment in which
the entity operates (‘the functional currency’). The exceptions are investment
activities in Malta where AUD is the functional currency, and Wilhelmsen
Maritime Services AS where USD is the functional currency. The consolidated
financial statements are presented in US dollar (USD), rounded off to the nea-
rest whole million, unless otherwise stated.
The presentation currency of the separate statements of the parent is NOK
which is also its functional currency. The accounts are rounded off to the
nearest whole thousand.
The income statements and balance sheets for group companies with a
functional currency which differs from the presentation currency (USD) are
translated as follows:
• the balance sheet is translated at the closing exchange rate on the balance
Translations and balances
Foreign currency transactions are translated into the functional currency using
the exchange rates at the dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such transactions, and from the
translation of monetary assets and liabilities denominated in foreign currencies
at year end exchange rates, are generally recognised in income statement.
They are deferred in equity if they relate to qualifying cash flow hedges
and qualifying net investment hedges or are attributable to part of the net
investment in a foreign operation.
Foreign exchange gains and losses are presented on a net basis in the income
statement, within financial items.
Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was deter-
mined. Translation differences on assets and liabilities carried at fair value are
reported as part of the fair value gain or loss.
For example, translation differences on non-monetary assets and liabilities
such as equities held at fair value through income statement are recognised in
income statement as part of the fair value gain or loss, and translation differen-
ces on non-monetary assets such as equities classified as at fair value through
other comprehensive income are recognised in other comprehensive income.
Group companies
The results and financial position of foreign operations (none of which has
the currency of a hyperinflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:
• assets and liabilities for each balance sheet presented are translated at the
closing rate at the date of that balance sheet
• income and expenses for each statement of profit or loss and statement
of comprehensive income are translated at average exchange rates (unless
this is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions), and
• all resulting exchange differences are recognised in other
comprehensive income.
On consolidation, exchange differences arising from the translation of any net
investment in foreign entities, and of borrowings and other financial instru-
ments designated as hedges of such investments, are recognised in other
comprehensive income. When a foreign operation is sold or any borrowings
forming part of the net investment are repaid, the associated exchange
differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign
operation are treated as assets and liabilities of the foreign operation and
translated at the closing rate
Business combination
The acquisition method of accounting is used to account for all business
combinations, regardless of whether equity instruments or other assets are
acquired. The consideration transferred for the acquisition comprises the:
• fair value of the asset transferred
• liabilities incurred to the former owners of the acquired business
• equity interests issued by the group
• fair value of any assets or liability resulting from a contingent consideration
sheet date
arrangement, and
• income and expense items are translated at a rate that is representative as
• fair value of any pre-existing equity interest in the subsidiary.
an average exchange rate for the period, unless the exchange rates fluctuate
significantly for that period, in which case the exchange rates at the dates of
the transactions are used
• the translation difference is recognised in other comprehensive income and
split between controlling and non-controlling interests
Goodwill and fair value adjustments of assets and liabilities related to
acquisition of entities which have a functional currency other than USD are
attributed to the acquired entity’s functional currency and translated at the
exchange rate prevailing on the balance sheet date.
Identifiable assets acquired and liabilities and contingent liabilities assumed in
a business combination are, with limited exceptions, measured initially at their
fair values at the acquisition date. The group recognises any non-controlling
interest in the acquired entity on an acquisition-by-acquisition basis either at
fair value or at non-controlling interest’s proportionate share of the acquired
entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
83
GroupAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Accounts and notes
Cont. note 25 General accounting principles
Goodwill is recognised as the excess of:
• consideration transferred,
• amount of any non-controlling interest in the acquired entity, and
• acquisition-date fair value of any previous equity interests in the acquired
entity over the fair value of the net identifiable assets acquired. If those
amounts are less than the fair value of the net identifiable assets of the
business acquired, the difference is recognised directly in the income
statement as a bargain purchase.
Contingent consideration is classified either as equity or a financial liability.
Amounts classified as a financial liability are subsequently remeasured to fair
value with changes in fair value recognised in the income statement.
If the business combination is achieved in stages, the acquisition date
carrying value of the acquirer’s previously held equity interest in the acquire is
remeasured to fair value at the acquisition date. Any gain or losses arising from
such remeasurement are recognised in income statement.
Note 26 Events after the balance sheet date
The group acquired 66% of the shares in Olavsvern Group AS. The date of
control was 12 February 2021.
No material events occurred between the balance sheet date and the date
when the accounts were presented which provide new information about
conditions prevailing on the balance sheet date.
The group declared the option to acquire an additional 25% in Edda Wind AS on
8 March 2021. Following the acquisition the group holds 50% in Edda Wind AS.
84
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Safer mooring
The challenge: Vessel mooring remains one of the most challenging and
dangerous tasks crew and port workers can undertake. In addition, mooring line
maintenance and management is difficult and time consuming.
The solution: Wilhelmsen has taken a holistic view on safer mooring, creating
innovative products and services such as the Timm snap back arresting rope,
the Smart Ropes digital mooring system and the digital line management app.
4
Accounts and
notes – parent
company
Parent company
Accounts and notes
Income statement Wilh. Wilhelmsen Holding ASA
NOK thousand
Operating income
Operating expenses
Employee benefits
Operating expenses
Depreciation
Total operating expenses
Operating loss
Financial income/(expenses)
Net financial income
Net financial expenses
Financial income/(expenses)
Profit before tax
Tax income/(expense)
Profit for the year
Transfers and allocations
To/(from) equity
Proposed dividend
Interim dividend paid
Total transfers and allocations
Note
2020
2019
1
2
1
3
1
1
5
10
10
10
27 581
21 957
(75 425)
(44 528)
(6 376)
(84 060)
(39 938)
(6 052)
(126 329)
(130 049)
(98 748)
(108 093)
323 778
(13 661)
310 118
640 036
(85 596)
554 441
211 369
446 348
(23 212)
188 157
26 919
473 268
(34 743)
222 900
188 157
272 658
89 160
111 450
473 268
Comprehensive income Wilh. Wilhelmsen Holding ASA
NOK thousand
Profit for the year
Items that will not be reclassified to the income statement
Remeasurement postemployment benefits, net of tax
Total comprehensive income
Note
2020
2019
188 157
473 268
10/11
(14 336)
173 821
(5 977)
467 290
Notes 1 to 16 on the next pages are an integral part of these financial statements.
90
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Balance sheet Wilh. Wilhelmsen Holding ASA
NOK thousand
ASSETS
Non current assets
Deferred tax asset
Intangible assets
Tangible assets
Property lease assets
Investments in subsidiaries and associates
Sub lease receivable
Total non current assets
Current assets
Current financial investments
Trade and other receivables
Sub lease receivable
Other current assets
Cash and cash equivalents
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity
Paid-in capital
Own shares
Retained earnings
Total equity
Non current liabilities
Pension liabilities
Property lease liabilities
Other non current liabilities
Total non current liabilities
Current liabilities
Public duties payable
Trade and other payables
Current portion of property lease liabilities
Other current liabilities
Total current liabilities
Total equity and liabilities
Note
31.12.2020
31.12.2019
5
3
3
4
6
49 643
1 354
9 702
16 802
68 198
3 884
10 549
20 871
4 859 064
4 859 064
4/14
114 031
166 833
5 050 596
5 129 397
8/9
7
4/14
7/9/14
9
10
10
10
11
4
7
7
4
7/12/14
1 055 001
896 979
4 689
35 037
59 152
108 481
7 984
33 650
234 805
205 737
1 262 359
1 379 155
6 312 955
6 508 552
928 076
(36 476)
928 076
(36 476)
4 855 251
4 904 330
5 746 851
5 795 930
66 413
128 216
890
195 519
4 829
5 267
39 033
321 455
370 584
50 038
184 901
1 548
236 487
5 309
4 852
37 292
428 682
476 135
6 312 955
6 508 552
Lysaker, 24 March 2021
The board of directors of Wilh.Wilhelmsen Holding ASA
Diderik Schnitler (sign)
chair
Trond Westlie (sign)
Carl E Steen (sign)
Thomas Wilhelmsen (sign)
group CEO
Rebekka Glasser Herlofsen (sign)
Ulrika Laurin (sign)
Notes 1 to 16 on the next pages are an integral part of these financial statements.
91
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Parent company
Accounts and notes
Cash flow statement Wilh. Wilhelmsen Holding ASA
NOK thousand
Note
2020
2019
Cash flow from operating activities
Profit before tax
Financial (income)/expenses
Depreciation
Gain on sale of fixed asset
Change in net pension liability
Change in working capital
Net cash provided by operating activities
Cash flow from investing activities
Investments in fixed assets
Investments in subsidaries
Loan repayments received from subsidiaries
Repayment of financial sub lease
Loans (to)/from subsidiaries, cash pool
Proceeds from sale of financial investments
Current financial investments
Dividend/ group contribution from group companies
Dividend received from financial assets
Paid witholding tax dividend portfolio management
Interest received included interests of sublease receivable
Net cash flow from investing activities
Cash flow from financing activities
Repayment of debt
Repayment of lease liability
Interest paid included interest on lease liability
Purchase of own shares
Dividend to shareholders
Net cash flow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents, at the beginning of the period
Cash and cash equivalents at 31.12
3/4
3
3
6
7/14
4
9
1
4
10
10
211 369
(310 118)
6 376
(789)
(2 005)
(12 737)
(107 904)
(204)
33 649
(71 765)
480 751
(475 665)
364 178
11 121
(614)
7 525
446 348
(554 441)
6 052
1 519
(6 898)
(107 420)
(2 421)
(13 060)
78 760
30 802
98 729
198 574
(263 774)
619 094
16 535
(2 651)
12 594
348 977
773 183
(200 000)
(37 314)
(11 855)
(89 160)
(338 330)
(97 256)
205 737
108 481
(34 136)
(15 544)
(264 075)
(227 460)
(541 215)
124 547
81 190
205 737
The company has several bank accounts in different currencies. Unrealised currency effects are included in net cash provided by operating activities.
Notes 1 to 16 on the next pages are an integral part of these financial statements.
92
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note 1 Combined items, income statement
NOK thousand
OPERATING INCOME
Other income
Income from group companies
Gain on sale of assets
Total operating income
OTHER OPERATING EXPENSES
Expenses to group companies
Communication and IT expenses
External services
Travel and meeting expenses
Marketing expenses
Other administration expenses
Total other operating expenses
FINANCIAL INCOME/(EXPENSES)
Financial income
Investment management
Interest income
Interest income financial sublease
Dividend/group contribution from associates and subsidiaries
Other financial income
Net currency gain
Net financial income
Financial expenses
Interest expenses
Interest expenses financial lease
Impairment investment in subsidiaries
Other financial items
Net currency (loss)
Net financial expenses
Net financial income
Note
2020
2019
14
14
2
8
14
14
244
26 548
789
27 581
(13 648)
(6 157)
(11 266)
(1 006)
(1 763)
(10 689)
(44 528)
346
21 611
21 957
(13 457)
(5 915)
(8 380)
(2 491)
(2 917)
(6 778)
(39 938)
107 886
108 092
520
7 200
3 410
9 440
164 178
519 094
1 046
42 948
323 778
640 036
(3 784)
(8 071)
(1 805)
(13 661)
(5 920)
(11 485)
(60 000)
(1 996)
(7 217)
(86 618)
310 118
554 441
93
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Parent company
Accounts and notes
Note 2 Employee benefits
NOK thousand
Pay
Payroll tax
Pension cost
Other remuneration
Total employee benefits
Average number of employees
REMUNERATION OF SENIOR EXECUTIVES
NOK thousand
2020
Group CEO
Group CFO
2019
Group CEO
Group CFO
*Mainly related to gross up pension expenses and company car.
2020
2019
52 668
9 033
7 632
6 091
75 425
58 501
9 552
11 720
4 287
84 060
31
34
Pay
Bonus
Pension
premium
*Other
remuneration
5 076
3 589
5 003
3 529
1 423
881
1 683
449
2 032
431
1 558
451
1 903
444
Total
9 740
5 370
8 939
4 404
Board of directors
Remuneration of the five directors totalled NOK 2 347 thousand for 2020
(2019: NOK 2 500 thousand). A board member resigned on 7 February 2020
and the remuneration was reduced with 1/4 to reflect the actual period as a
board member. The board’s remuneration for the fiscal year 2020 will be
approved by the general assembly 22 April 2021.
Remuneration of the nomination committee totalled NOK 90 thousand for
2020 (2019: NOK 100 thousand).
Senior executives
Thomas Wilhelmsen - group CEO
Christian Berg - group CFO
The group CEO has a severance pay guarantee under which he has the right
to receive up to 100% of his annual salary for 24 months after leaving the
company as a result of mergers, substantial changes in ownership, or a
decision by the board of directors. Possible income during the period is
deducted up to 50%, which comes into force after six months’ notice period.
Group CEO has the right to a life-long pension constituting 50% of his annual
salary retirement above 12G.
The group CFO is following the company pension policy for salary below and
above 12G (defined contribution plan). His retirement age is 67. In additional,
he has a right to receive 60% of his annual salary between 67 and 70 year.
Loans and guarantees employees
There were no loan or guarantees to employees per 31.12.2020.
94
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Cont. note 2 Employee benefits
SHARES OWNED OR CONTROLLED BY REPRESENTATIVES OF WILH. WILHELMSEN HOLDING ASA AT 31 DECEMBER 2020
Board of directors
Diderik Schnitler (chair)
Carl E Steen
Trond Westlie
Rebekka Glasser Herlofsen
Ulrika Laurin
Senior executives
Thomas Wilhelmsen - group CEO
Christian Berg - group CFO
Nomination committee
Gunnar Fredrik Selvaag
Jan Gunnar Hartvig
A shares
B shares
Total
Part of
total shares
Part of
voting stock
2 000
8 000
25 000
27 000
8 000
0.06%
0.02%
0.00%
0.00%
0.00%
0.00%
0.02%
0.00%
0.00%
0.00%
20 834 624
2 288 460
23 123 084
516
516
49.83%
0.00%
60.33%
0.00%
0.00%
0.00%
0.00%
0.00%
LONG TERM INCENTIVE SCHEME
The long term incentive scheme (LTI) was introduced in 2015. Participants are
members of the group management team and the presidents for Wilhelmsen
Ships Service and Wilhelmsen Ship Management. For the group CEO, maxi-
mum annual payment is 100% of base salary. For the remaining participants,
the maximum annual payment is 50% of base salary.
The LTI focuses on long term shareholder value creation and is based on
positive development of the Wilhelmsen group’s value adjusted equity. The am-
bitions set for the programme are to increase alignment with value creation for
shareholders, to attract, retain and motivate participants and drive long-term
group performance.
Settlement is based on return on value adjusted equity the last four years
leading up to the settlement. The value adjusted equity is determined by using
a “sum-of-the-parts” principle. For listed companies, value adjusted equity is
based on market price, while earnings multiples or net asset value are used for
non-listed entities.
The board sets value adjusted equity targets at the beginning of each four year
measurement period. Without consultation or agreement with the individual,
the board has the right to change or terminate the incentive programme after
each year.
Per 31 December 2020, a provision has been made related to the LTI
programme ending on 31 December 2022. Potential payment will be in March
2023. The provision has been calculated based on development in value
adjusted equity for the two first years of the four year measurement period,
risk free return and standard deviation of historic annual value creation.
EXPENSED AUDIT FEE (excluding VAT)
NOK thousand
Statutory audit
Other service fees
Total expensed audit fee
2020
2019
535
307
842
545
74
619
95
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Parent company
Accounts and notes
Note 3 Intangible and tangible assets
NOK thousand
2020
Cost 01.01
Additions
Disposals
Cost 31.12
Accumulated depreciation 01.01
Depreciation/amortisation
Disposals
Accumulated depreciation 31.12
Intangible
assets
Buildings
Other tangible
assets
Total
8 601
204
(1 528)
7 277
(4 717)
(1 329)
123
(5 923)
10 582
9 084
10 582
9 084
(3 444)
(423)
(5 674)
(423)
28 267
204
(1 528)
26 943
(13 835)
(2 176)
123
(3 867)
(6 097)
(15 888)
Carrying amounts 31.12
1 354
6 715
2 987
11 056
Depreciation/amortisation intangible and tangible assets
Depreciation of right-of-use assets
Total depreciation 2020
2019
Cost 01.01
Additions
Cost 31.12
Accumulated depreciation 01.01
Depreciation/amortisation
Accumulated depreciation 31.12
(2 176)
(4 200)
(6 376)
25 846
2 421
28 267
(11 957)
(1 878)
(13 835)
6 180
2 421
8 601
(3 693)
(1 024)
(4 717)
10 582
9 084
10 582
9 084
(3 021)
(423)
(3 444)
(5 243)
(430)
(5 674)
Carrying amounts 31.12
3 884
7 138
3 411
14 432
Depreciation/amortisation intangible and tangible assets
Depreciation of right-of-use assets
Total depreciation 2019
Useful life
Amortisation/depreciation schedule
(1 878)
(4 174)
(6 052)
Up to 3 years
Up to 25 years
3-10 years
Straight-line
Straight-line
Straight-line
96
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note 4 Lease
THE LEASE CONTRACTS
The company’s lease contracts are mainly related to leasing of the headquarter
and parking spaces located in Strandveien 20, Lysaker, Norway. The contracts
are subleased to a subsidiary. All lease contracts were previously reported as
operating leases prior to the implementation of IFRS 16.
Implementation effect 1.1.2019
The net effect on implementation of IFRS 16 as at January 1, 2019 is presented below.
NOK thousand
Note
Total
Lease liability at 1 January 2019
Deferred income related to house agreement (net after tax)
Right-of-use asset at 1 January 2019
Sub lease group companies
Difference between lease liability and right-of-use asset per January 1, 2019
Effect from prepayments and currency translation
Equity at 1 January 2019
Reconciliation of lease commitment and lease liability
NOK thousand
Material operating lease commitment as at 31 December 2018
Operating lease commitment as at 31 December 2018 (not included in material operating lease committment)
Option periods previously reported as lease commitments
Undiscounted lease liabililty
Effect of discounting lease commitment to net present value
Lease liability at 1 January 2019
Summary of the lease liabilities in the financial statements
2020
Lease liability at 1 January 2020
Cash payments for the principal portion of the lease liability
Change of estimates
Lease liability at 31 December 2020
2019
At initial application 1 January 2019
Cash payments for the principal portion of the lease liability
Lease liability at 31 December 2019
2020
Lease liability
Change of estimates
Repayment current year
Total lease liability 31.12
Non current lease liability
Current lease liability
Total lease liability 31.12
10
Note
13
External
222 193
(17 629)
(37 314)
167 249
128 216
39 033
167 249
(256 329)
(19 345)
25 045
231 284
(19 345)
(19 345)
(19 345)
Total
385 429
2 663
(103 608)
284 484
(28 155)
256 329
222 193
(37 314)
(17 629)
167 249
256 329
(34 136)
222 193
Total
222 193
(17 629)
(37 314)
167 249
128 216
39 033
167 249
97
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Parent company
Accounts and notes
Cont. note 4 Lease
2019
Lease liability
Repayment current year
Total lease liability 31.12
Non current lease liability
Current lease liability
Total lease liability 31.12
NOK thousand
2020
Sub lease receivable 1.1.
Change of estimates
Repayment of sub lease receivable
Sub lease receivable 31.12
Non current sub lease receivable
Current sub lease receivable
Total financial sub lease receivable 31.12
2019
Sub lease receivable 1.1.
Repayment of sub lease receivable
Sub lease receivable 31.12
Non current sub lease receivable
Current sub lease receivable
Total financial sub lease receivable 31.12
NOK thousand
2020
Right of use assets 1.1.
Change of estimates
Right of use assets cost 31.12
Accumulated depreciation 01.01
Depreciation
Change of estimates
Accumulated depreciation 31.12
Carrying amounts 31.12
2019
Right of use assets 1.1.
Right of use assets cost 31.12
Depreciation
Accumulated depreciation 31.12
Carrying amounts 31.12
98
Wilh. Wilhelmsen Holding ASA Annual Report 2020
External
256 329
(34 136)
222 193
184 901
37 292
222 193
Total
256 329
(34 136)
222 193
184 901
37 292
222 193
200 482
(17 765)
(33 649)
149 068
114 031
35 037
149 068
231 284
(30 802)
200 482
166 833
33 650
200 482
Property
25 045
151
25 196
(4 174)
(4 200)
(20)
(8 395)
16 802
25 045
25 045
(4 174)
(4 174)
20 871
Note
3
3
Note 5 Tax
NOK thousand
Allocation of tax income/(expense)
Payable tax/withholding tax
Change in deferred tax
Total tax income/(expenses)
Basis for tax computation
Profit before tax
22% tax
Tax effect from
Net permanent differences
Withholding tax
Impairment of deferred tax asset
Current year calculated tax
Effective tax rate
Deferred tax asset/(liability)
Tax effect of temporary differences
Fixtures
Current assets and liabilities
Non current liabilities and provisions for liabilities
Tax losses carried forward
Deferred tax asset/(liability)
Deferred tax asset/(liability) 01.01
Charge to equity (IFRS16 implementation)
Charge to equity (tax of OCI)
Change of deferred tax through income statement
Deferred tax asset/(liability) 31.12
2020
2019
(614)
(22 599)
(23 212)
(2 651)
29 570
26 919
211 369
46 501
446 348
98 197
(63 903)
(127 766)
614
40 000
23 212
2 651
(26 919)
11%
neg.
1 248
(10 641)
13 521
45 514
49 643
68 198
4 044
(22 599)
49 643
820
(5 560)
8 041
64 897
68 198
42 398
(5 456)
1 686
29 570
68 198
Note 6 Investments in subsidiaries and associates
FINANCIAL REPORTING PRINCIPLES
Shares in subsidiaries, joint ventures and associated companies are presented
according to the cost method in the parent company. Group contribution
received is included in dividends from subsidiaries. Group contributions and
dividends from subsidiaries are recognised in the parent company the year for
which they are proposed by the subsidiary to the extent the parent company
can control the decision of the subsidiary through its shareholdings on the
balance sheet date. Shares in subsidiaries, joint ventures and associates are
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may exceed the recoverable amount of
the investment. An impairment loss is reversed if the impairment situation is
deemed to no longer exist.
NOK thousand
Associate
Business office country
Voting share/
ownership share
2020
Book value
2019
Book value
Wallenius Wilhelmsen ASA
Lysaker, Norway
37.8%
1 130 964
1 130 964
Subsidiaries
Treasure ASA*
Wilhelmsen Maritime Services AS
WilService AS
Wilh. Wilhelmsen Holding Invest AS
Wilhelmsen Accounting Services AS
WilNor Governmental Services AS
Lysaker, Norway
Lysaker, Norway
Lysaker, Norway
Lysaker, Norway
Lysaker, Norway
Lysaker, Norway
Wilhelmsen GRC Sdn Bhd
Kuala Lumpur, Malaysia
Total investments in subsidiaries and associates
*At 31.12.2020 Treasure ASA had 3 965 000 own shares (31.12.2019: 465 000 own shares).
73.5%
1 043 967
1 043 967
100%
100%
100%
100%
51%
100%
1 264 440
1 264 440
1 550
1 550
1 405 014
1 405 014
3 622
9 499
8
3 622
9 499
8
4 859 064
4 859 064
99
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Parent company
Accounts and notes
Note 7 Combined items, balance sheet
NOK thousand
OTHER NON CURRENT ASSETS
Sub lease to group company
Total other non current assets
Of which non current debitors falling due for payment later than one year:
Loans/ sublease to subsidiary and associates
Total other non current assets due after one year
OTHER CURRENT ASSETS
Group contribution
Cash pool intercompany receivables
Other current assets
Restricted bank deposits
Total other current assets
OTHER NON CURRENT LIABILITIES
Allocation of commitment
Total other non current liabilities
OTHER CURRENT LIABILITIES
Next year's instalment on interest-bearing debt
Proposed dividend
Cash pool intercompany payables
Other current liabilities
Total other current liabilities
Note
2020
2019
4
114 031
114 031
166 833
166 833
4/13/14
114 031
114 031
166 833
166 833
14
9/14
9
12
10
9/14
30 944
9 893
18 315
59 152
200 000
26 053
8 752
234 805
890
890
1 548
1 548
222 900
28 274
70 282
321 455
200 000
89 160
119 548
19 974
428 682
The fair value of current receivables and payables is virtually the same as the carried amount, since the effect of discounting is insignificant.
Lending is at floating rates of interest. Fair value is virtually identical with the carried amount. See note 13.
Note 8 Current financial investments
NOK thousand
2020
2019
Market value asset management portfolio
Equities
Bonds
Financial derivatives
Total current financial investments
613 060
406 196
35 744
1 055 001
505 379
388 108
3 491
896 979
The fair value of all equity securities, bonds and other financial assets is based on their closing prices in an active market.
The net unrealised gain at 31.12
119 044
83 988
The portfolio of financial investments is held as collateral within a securities’ finance facility. See note 12.
100
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note 9 Restricted bank deposits and undrawn committed drawing rights
NOK thousand
Undrawn committed drawing rights
2020
2019
Undrawn committed drawing rights for 31 December
1 156 906
1 118 318
Cash and cash equivalents
Banks
Total Cash and cash equivalents
Restricted bank deposits
Banks
Total restricted bank deposits
2020
2019
108 481
108 481
205 737
205 737
2020
2019
18 315
18 315
WWH ASA is the owner of the cash pool that was established in 2019 with
the Norweigian subsidiaries as participants. Bank balances in subsidiaries
are presented as intercompany receivables/payables in the parent financial
statements. The cash pool covers following currencies; NOK, USD, EUR, SEK,
GBP, JPY, AUD and DKK. There are no credit line related to the cash pool.
The parent company has a bank guarantee for the payroll tax. Per 31 December
2020 the guarantee amounted to NOK 7 000 thousand (31 December 2019
NOK 7 000 thousand)
Note 10 Equity
FINANCIAL REPORTING PRINCIPLES
Share capital and own shares
When the parent company purchases its own shares (treasury shares), the
consideration paid, including any attributable transaction costs net of income tax,
is deducted from the equity attributable to the parent company’s shareholders
until the shares are liquidated or sold. Should such shares subsequently be sold
or reissued, any consideration received is included in share capital.
Dividend and group contribution in the parent accounts
Proposed dividend for the parent company’s shareholders is shown in the
parent company account as a liability at 31 December current year. Group
contribution to the parent company is recognised as a financial income and
current asset in the financial statement at 31 December current year.
NOK thousand
Current year's change in equity
Equity 31.12.2019
Proposed dividend
Profit for the year
Comprehensive income for the year
Equity 31.12.2020
NOK thousand
Equity 31.12.2018
Implementation of IFRS16
Interim dividend paid
Proposed dividend
Profit for the year
Comprehensive income for the year
Purchase of own shares
Equity 31.12.2019
Note
Share capital
Own shares
Retained
earnings
Total
4
4
928 076
(36 476)
4 904 330
5 795 930
(222 900)
188 158
(14 336)
(222 900)
188 158
(14 336)
928 076
(36 476)
4 855 251
5 746 851
Share capital
Own shares
Retained
earnings
Total
928 076
4 845 902
5 773 979
19 345
(111 450)
(89 160)
473 268
(5 977)
(227 599)
19 345
(111 450)
(89 160)
473 268
(5 977)
(264 075)
4 904 330
5 795 930
928 076
(36 476)
(36 476)
101
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Parent company
Accounts and notes
Cont. note 10 Equity
At 31 December 2020 the company’s share capital comprises 34 537 092
Class A shares and 11 866 732 Class B shares, totalling 46 403 824 shares
with a nominal value of NOK 20 each. Class B shares do not carry a vote at
the general meeting. Otherwise, each share confers the same rights in the
company.
At 31 December 2020, the company has 1 823 824 own shares, split on
537 092 A shares and 1 286 732 B shares (corresponding figures for 2019).
The total purchase price of these shares was NOK 264 million.
Dividend
The proposed dividend for fiscal year 2020 is NOK 5.00 per share, payable
in the second quarter 2021. A decision on the proposal will be taken by the
annual general meeting on 22 April 2021.
Dividend for fiscal year 2019 was NOK 2.00 per share and paid in May 2020.
Dividend for fiscal year 2018 was NOK 5.00 per share, where NOK 2.50 per
share was paid in May 2019 and NOK 2.50 per share was paid in November
2019.
The largest shareholders at 31 December 2020
Shareholders
Tallyman AS
Verdipapirfondet Nordea Norge Verdi
Folketrygdfondet
Pareto Aksje Norge Verdipapirfond
Wilh. Wilhelmsen Holding ASA
Citibank Europe plc
Citibank Europe plc
The Bank of New York Mellon
Stiftelsen Tom Wilhelmsen
Skagen Vekst Verdipapirfond
Forsvarets Personellservice
Nominee
Nominee
Nominee
J.P. Morgan Bank Luxembourg S.A.
Nominee
VJ Invest AS
UBS Switzerland AG
MP Pensjon PK
Clearstream Banking S.A.
RBC Investor Services Bank S.A.
Varner Equities AS
Verdipapirfondet Nordea Kapital
Verdipapirfondet Nordea Avkastning
Other
Total number of shares
Nominee
Nominee
Nominee
A shares
B shares
Total number
of shares
% of
total shares
% of
voting stock
20 784 730
2 281 044
23 065 774
49.71%
60.18%
404 404
1 562 450
1 218 081
1 177 074
537 092
691 302
486 868
391 170
370 400
560 000
543 953
126 875
77 184
432 185
79 965
324 403
319 329
38 014
102 460
112 359
733 146
727 360
1 286 732
560 523
394 088
385 227
236 000
415 630
437 878
3 499
276 636
3 111
248 872
174 865
157 119
1 966 854
1 951 227
1 904 434
1 823 824
1 251 825
880 956
776 397
606 400
560 000
543 953
542 505
515 062
435 684
356 601
327 514
319 329
286 886
277 325
269 478
4.24%
4.20%
4.10%
3.93%
2.70%
1.90%
1.67%
1.31%
1.21%
1.17%
1.17%
1.11%
0.94%
0.77%
0.71%
0.69%
0.62%
0.60%
0.58%
1.17%
3.53%
3.41%
1.56%
2.00%
1.41%
1.13%
1.07%
1.62%
1.57%
0.37%
0.22%
1.25%
0.23%
0.94%
0.92%
0.11%
0.30%
0.33%
5 759 244
1 982 552
7 741 796
34 537 092
11 866 732
46 403 824
16.68%
100.00%
16.68%
100.00%
Shares on foreigners hands
At 31 December 2020 - 4 336 816 (12.56%) A shares and 2 736 738 (23.29%) B shares was held by foreign shareholders.
Corresponding figures at 31 December 2019 - 4 692 307 (13.59%) A shares and 2 749 662 (23.17%) B shares.
102
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note 11 Pension
Description of the pension scheme
The company’s defined contribution pension schemes for Norwegian employees
are with financial institutions providing solutions based on investment funds.
The company has “Ekstrapensjon”, a contribution plan for all Norwegian
employees with salaries exceeding12 times the Norwegian National Insurance
base amount (G). The contribution plan replaced the company obligations mainly
financed from operation.
In addition the company has agreements on early retirement. This obligations are
mainly financed from operations.
The company has obligation towards one employee in the company’s senior
executive management. The obligation is mainly covered via group annuity
policies in Storebrand.
Pension costs and obligations includes payroll taxes. No provision has been made
for payroll tax in pension plans where the plan assets exceed the plan obligations.
The liability recognised in the balance sheet in respect of the remaining defined
benefit pension plans is the present value of the defined benefit obligation at
the end of the reporting period less the fair value of plan assets. The defined
benefit obligations are calculated annually by independent actuaries using the
projected unit credit method. The present value of the defined benefit obligation
is determined by discounting the estimated future cash outflows using interest
rates of high-quality corporate bonds that are denominated in the currency in
which the benefits will be paid, and that have terms to maturity approximating to
the terms of the related pension obligation.
Actuarial gains and losses arising from experience adjustments and changes in
actuarial assumptions are charged or credited to equity in other comprehensive
income in the period in which they arise.
Number of people covered by pension schemes at 31.12
2020
2019
2020
2019
Funded
Unfunded
In employment
On retirement (inclusive disability pensions)
Total number of people covered by pension schemes
1
1
1
1
1
5
6
4
4
Financial assumptions for the pension calculations:
Discount rate
Anticipated pay regulation
Anticipated increase in National Insurance base amount (G)
Anticipated regulation of pensions
Expenses
Commitments
2020
2019
31.12.2020
31.12.2019
2.30%
2.00%
2.00%
0.10%
2.70%
2.50%
2.50%
0.10%
1.60%
1.75%
1.75%
0.10%
2.30%
2.00%
2.00%
0.10%
Anticipated pay regulation are business sector specific, influenced by
composition of employees under the plans. Anticipated increase in G is tied
up to the anticipated pay regulations. Anticipated regulation of pensions is
determined by the difference between return on assets and the hurdle rate.
Actuarial assumptions: all calculations are calculated on the basis of the K2013
mortality tariff. The disability tariff is based on the KU table.
103
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Parent company
Accounts and notes
Cont. note 11 Pension
NOK thousand
Pension expenses
Service cost
Net interest cost
Cost of defined contribution plan
Net pension expenses
NOK thousand
Remeasurements - Other comprehensive income
Effect of changes in financial assumptions
Effect of experience adjustments
(Return) on plan assets (excluding interest income)
Gross remeasurement (gain) loss included in OCI
Tax effect
Remeasurement (gain) loss recognised in OCI - net of tax
NOK thousand
Pension obligations
Defined benefit obligation at end of prior year
Service cost
Interest expense
Benefit payments from plan
Settlement payments from plan assets
Effect of changes in financial assumptions
Effect of experience adjustments
Pension obligations 31.12
Fair value of plan assets
Fair value of plan assets at end of prior year
Interest income
Employer contributions
Benefit payments from plan
Settlement payments from plan assets
Administrative expenses paid from plan assets
Return on plan assets (excluding interest income)
Gross pension assets 31.12
Other comprehensive income
Gross pension other comprehensive income
Tax effect
Net equity effect
NOK thousand
Specification of funded and unfunded obligation
Defined benefit obligation funded
Defined benefit obligation unfunded
Fair value of plan assets
Net liability
2020
2019
Funded
Unfunded
Total
Funded
Unfunded
Total
1897
203
4 691
6 791
57
784
841
1954
987
4 691
7 632
1 637
69
7 364
9 070
1 756
894
3 393
963
7 364
2 650
11 720
2020
2019
8 378
10 278
(276)
18 380
4 044
14 336
2 336
4 718
609
7 663
1 686
5 977
2020
2019
63 960
1 804
1 328
(3 135)
8 378
10 278
82 613
13 922
422
1 811
(231)
276
89 256
3 393
2 258
(3 962)
(34 039)
2 336
4 718
63 960
48 400
1 294
2 022
(2 526)
(34 039)
(620)
(609)
16 200
13 922
18 380
(4 044)
14 336
7 663
(1 686)
5 977
2020
2019
29 927
52 686
16 200
66 413
23 644
40 316
13 922
50 038
Premium payments in 2021 are expected to be NOK 8.9 million (2020: NOK 8.1 million). Payments from operations are estimated at NOK 2.3 million (2020:
NOK 2.4 million).
104
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Note 12 Interest-bearing debt
NOK thousand
Interest-bearing debt
Bank loan
Total interest-bearing debt
Repayment schedule for interest-bearing debt
Due in year 1
Total interest-bearing debt
Held as collateral within a securities’ finance facility
The portfolio of financial investments
2020
2019
0
0
200 000
200 000
200 000
200 000
1 019 256
893 488
The parent company had in addition undrawn revolving facilities at 31
December 2020. The parent company’s financing arrangement provides for
customary financial covenants related to minimum liquidity, and minimum value
adjusted equity ratio. The company was in compliance with these covenants at
31 December 2020 (analougue for 31 December 2019).
FINANCIAL RISK
See note 13 to the parent accounts and note 19 to the group accounts
for further information on financial risk, and note 18 to the group accounts
concerning the fair value of interest-bearing debt.
Note 13 Financial risk
CREDIT RISK
Guarantees
The group’s policy is that the parent company will not provide any
financial guarantees.
Cash and bank deposits
The parent’s exposure to credit risk on cash and bank deposits is considered
to be very limited as the parent maintain banking relationships with a selection
of banks with strong credit ratings.
LIQUIDITY RISK
The parent’s approach to managing liquidity is to ensure sufficient liquidity to
meet its liabilities, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the parent and group’s reputation.
The parent’s liquidity risk is considered to be low in the sense that it holds
significant liquid assets in addition to undrawn credit facilities.
FAIR VALUE ESTIMATION
The fair value of financial instruments traded in an active market is based on
quoted market prices on the balance sheet date. The fair value of financial
instruments not traded in an active market (over-the-counter contracts) are
based on third party quotes. Specific valuation techniques used to value
financial instruments include:
Quoted market prices or dealer quotes for similar instruments.
The fair value of interest rate swaps is calculated as the present value of the
estimated future cash flows based on observable yield curves.
The fair value of interest rate swap option (swaption) contracts is determined
using observable yield curve, volatility and time-to-maturity parameters at the
balance sheet date, resulting in a swaption premium.
The fair value of forward foreign exchange contracts is determined using
forward exchange rates at the balance sheet date, with the resulting value
discounted back to present value.
The fair value of foreign exchange option contracts is determined using
observable forward exchange rates, volatility, yield curves and time-to-maturity
parameters at the balance sheet date, resulting in an option premium.
The carrying value less impairment provision of receivables and payables are
assumed to approximate their fair values. The fair value of financial liabilities for
disclosure purposes is estimated by discounting the future contractual cash
flows at the current market interest rate that is available to the company for
similar financial instruments.
105
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Parent company
Accounts and notes
Cont. note 13 Financial risk
NOK thousand
2020
Interest-bearing debt
Bank loan
Total interest-bearing debt 31.12
2019
Interest-bearing debt
Bank loan
Total interest-bearing debt 31.12
Fair value
Carrying amount
0
0
200 000
200 000
200 000
200 000
The fair value of financial instruments traded in active markets is based on
closing prices at the balance sheet date. A market is regarded as active if
quoted prices are readily and regularly available from an exchange, dealer,
broker, industry group, pricing service, or regulatory agency, and those
prices represent actual and regularly occurring market transactions on an
arm's length basis.
The price used for valuation of financial assets held by the group is the closing
price. These instruments are included in level 1. Instruments included in level 1
at the end of 2020 and 2019 are investment grade bonds and equities.
The fair value of financial instruments not traded in an active market is
determined by using valuation techniques. These valuation techniques use
observable market data where available and rely as little as possible on entity
specific estimates. These instruments are included in level 2. Instruments
included in level 2 are FX and IR derivatives.
If one or more of significant valuation inputs is not based on observable market
data, the instruments are included in level 3.
Total financial instruments and short term financial investments
NOK thousand
Level 1
Level 2
Level 3
Total balance
Financial assets at fair value through income statement 2020
– Bonds
– Equities
– Financial derivatives
Total assets 31.12
Financial assets at fair value through income statement 2019
- Bonds
- Equities
- Financial derivatives
Total assets 31.12
406 196
613 060
1 019 256
388 108
505 379
893 488
35 744
35 744
3 491
3 491
406 196
613 060
35 744
1 055 001
388 108
505 379
3 491
896 979
106
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Cont. note 13 Financial risk
NOK thousand
Financial instruments by category
Assets
Sub lease receivable non current
Current financial investments
Financial derivatives
Sub lease receivable
Other current assets
Cash and cash equivalent
Assets at 31.12.2020
Liabilities
Property lease liabilities non current
Current portion of property lease liabilities
Other current liabilities
Liabilities 31.12.2020
Assets
Sub lease receivable non current
Current financial investments
Financial derivatives
Sub lease receivable
Other current assets
Cash and cash equivalent
Assets at 31.12.2019
Liabilities
Property lease liabilities non current
Current interest-bearing debt
Current portion of lease liabilities
Other current liabilities
Liabilities 31.12.2019
4
8
8
4
7
Note
4
4
7
Note
4
8
8
4
7
Note
4
7
4
7
See note 19 to the group financial statement for further information about the group risk factors.
Note
Financial assets at
amortised cost
Fair value through
income statement
114 031
35 037
59 152
108 481
316 701
1 019 256
35 744
1 055 001
Other financial
liabilities at
amortised cost
Fair value through
income statement
128 216
39 033
321 455
488 705
Financial assets at
amortised cost
Fair value through
income statement
893 488
3 491
166 833
33 650
234 805
205 737
641 024
Total
114 031
1 019 256
35 744
35 037
59 152
108 481
1 371 702
Total
128 216
39 033
321 455
488 705
Total
166 833
893 488
3 491
33 650
234 805
205 737
896 979
1 538 003
Other financial
liabilities at
amortised cost
Fair value through
income statement
184 901
200 000
37 292
228 682
650 875
Total
184 901
200 000
37 292
228 682
650 875
107
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Parent company
Accounts and notes
Note 14 Related party transaction
The ultimate owner of Wilh. Wilhelmsen Holding ASA is Tallyman AS, which holds about 60% of the voting stock of the company. Tallyman AS is controlled
by Thomas Wilhelmsen.
Shares owned or controlled by related party of Wilh. Wilhelmsen Holding ASA at 31 December 2020
Name
A shares
B shares
Total
Part of
total shares
Part of
voting stock
Thomas Wilhelmsen and associates
20 834 624
2 288 460
23 123 084
49.83%
60.33%
WWH ASA delivers services to other group companies, primarily human
resources, communication and treasury (“Shared Services”).
In accordance with service level agreements, WilService AS delivers in-house
services such as canteen, post, switchboard and rent of office facilities,
Wilhelmsen Accounting Services delivers accounting services and Maritime
Services delivers IT to WWH. Generally, Shared Services are priced using
a cost plus 5% margin calculation, in accordance with the principles set
out in the OECD Transfer Pricing Guidelines and are delivered according to
agreements that are renewed annually.
NOK thousand
Note
2020
2019
4 426
16 105
5 866
150
26 548
3 283
13 681
4 499
147
21 611
(1 803)
(11 845)
(13 648)
(4 070)
(9 387)
(13 457)
16
180 424
180 439
300 002
243 673
543 674
(1)
(3 014)
(3 016)
(19)
(2 498)
(2 517)
2 033
2
2 036
(204)
(171)
(375)
4 132
3 603
222
7 958
(196)
(94)
(290)
1
1
1
1
7
7
OPERATING REVENUE FROM GROUP COMPANIES
WAWI group
Maritime Services
Other Holding and Investments
Supply Services
Operating revenue from group companies
OPERATING EXPENSES TO GROUP COMPANIES
Maritime Services
Holding and Investments
Operating expenses to group companies
FINANCIAL INCOME FROM GROUP COMPANIES
Maritime Services
Holding and Investments
Financial income from group companies
FINANCIAL EXPENSES TO GROUP COMPANIES
Maritime Services
Holding and Investments
Financial expenses to group companies
ACCOUNT RECEIVABLES AND ACCOUNT PAYABLES WITH GROUP COMPANIES
Account receivables
Maritime Services
Holding and Investments
Supply Services
Account receivables from group companies
Account payables
Maritime Services
Holding and Investments
Account payables to group companies
108
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Cont. note 14 Related party transaction
NOK thousand
Cash pool receivables
Maritime Services
Holding and Investments
Cash pool receivables from group company
Cash pool payables
Maritime Services
Holding and Investments
Cash pool payables to group company
NON CURRENT SUBLEASE TO GROUP COMPANIES
Holding and Investments
Non current sublease to group companies
CURRENT SUBLEASE TO GROUP COMPANIES
Holding and Investments
Current sublease to group companies
Note
2020
2019
9
9
4
4
30 944
30 944
(15 407)
(12 867)
(28 274)
18 836
7 217
26 053
(119 548)
(119 548)
114 031
114 031
166 833
166 833
35 037
35 037
33 650
33 650
Note 15 Events after the balance sheet date
No material events occurred between the balance sheet date and the date when the accounts were presented which provide new information about conditions
prevailing on the balance sheet date.
Note 16 Statement on the remuneration for senior executives
FRAMEWORK
The statement on senior executives’ remuneration has been prepared in
accordance with the Norwegian Public Limited Liability Companies Act,
the Norwegian Accounting Act, and the Norwegian Code of Practice and
adopted by the board.
meeting voted for the statement (for further details, refer to Minutes from
the AGM 2020).
For 2020, the board believes the execution of the remuneration guidelines were
in accordance with the statement given to the annual general meeting in April
2020. Below is an assessment of each element in the remuneration package.
It includes the main elements in the company’s remuneration policy,
an assessment of how this was executed in 2020 and targets for 2021,
including update on the group’s long-term incentive schemes.
GENERAL PRINCIPLES
The board determines the framework for remuneration of senior executives
and believes it to be a tool to retain and attract required leadership, and to
ensure there is a strong alignment between management’s, the company’s
and the shareholders’ long-term interests.
The board determines the group CEO remuneration and the short- and
long-term incentive schemes for all senior executives. The group CEO
determines fixed salary and benefits in kind based on a framework specified
by the board for other senior executives.
Remuneration shall be competitive, but not market leading, in the relevant
labour market(s). The remuneration level should be fair and reflect the
com plexity and responsibilities of each role.
The total remuneration package consists of:
1) A fixed salary and salary benefits,
2) An annual variable, performance-based remuneration
3) A long-term incentive scheme,
4) pension and insurance schemes, and
5) benefits in kind.
EXECUTION OF REMUNERATION POLICY AND PRINCIPLES IN 2020
The statement for 2019 which included the guidelines for remuneration for
2020 was presented to the annual general meeting on 29 April 2020. 99.6%
of the A shares and 98.7% of the B shares present at the annual general
DEFINITION OF SENIOR EXECUTIVES
For the purpose of this statement, employees included are those senior
executives covered by the group’s annual variable pay and/or long-term
incentive scheme: Thomas Wilhelmsen (group CEO), Christian Berg (group
CFO), Jan Eyvin Wang (Executive vice president New Energy), Benedicte
Teigen Gude (Executive vice president HR, culture, and communication),
Bjørge Grimholt (Executive vice president Maritime Services), Carl Schou
(President Ship Management), and John Stangeland (CEO NorSea Group).
FIXED SALARY
The main element of the remuneration package is the fixed salary, which should
be competitive and aligned with the markets in which the group operates.
It should reflect the individual responsibilities, complexities, exposure, and
performance related to the individual positions.
Fixed salary 2020
For details regarding benefits paid in 2020, see note 6 to group accounts
and notes on page 53 and note 2 to parent company accounts and notes on
page 94, which also includes comparable figures from 2019.
Following uncertainties related to the continued impact of COVID-19, it was
decided not to adjust senior executives’ salaries in 2020 (except for one which
received a 1.5% adjustment as a step to reduce difference between fixed and
market salary).
Fixed salary 2021
The base salary is assessed annually based on the individual’s performance,
normally in June with effect from 1 July. The assessment includes financial and
non-financial elements. It is also based on the general development of salaries
in the local market in which the individual operates.
109
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Parent company
Accounts and notes
Target set by the board for 2020 and level of achievements
SHORT-TERM BONUS PAY-OUT FOR 2020 FOR WWH EMPLOYEES
Cont. note 16 Statement on the remuneration for senior executives
VARIABLE PAY
The group offers an annual variable pay (short-term incentives) and long-term
incentive scheme. Variable pay is linked to development of value adjusted
equity, which is deemed to be a sound financial measurement for the portfolio
of companies and investments in the Wilhelmsen group, and clearly linked
to the group’s ambition of creating value over time. Value creation over time
presupposes sustainable business models, in a broad sense of the word
including being financially profitable short- and longer-term and taking the
needs of future generations and society at large into account. A sustainable
business strategy is deemed necessary to ensure the financial survival of
the group and in the best interest of the group’s shareholders. A profitable
business model is in its essence sustainable over time. To further strengthen
the group’s focus on supporting the sustainable development goals, above
an increase in value adjusted equity over time, specific targets linked to
environment, social and/or governance targets might be included in the
short- and long-term incentive schemes. Financial and non-financial
measures are intended to ensure the group’s achieved the right results,
the right way – both short- and longer-term.
met for 2020.
Development of value adjusted equity: Positive change in value adjusted
equity with threshold for pay-out set to improvement of more than 6%.
Improvements above 11% equals full payout for this criterion. The VAE
target is linked to the group’s ambitions to create value over time and
should strengthen the common interest between the senior executives,
the company, and its shareholders.
Ability to identify business opportunities related to ESG and new business
opportunities to support the group’s growth and sustainability ambitions:
• The threshold for positive development of the value adjusted equity was
• Several business opportunities identified and assessed related to
Annual variable pay (short-term incentive)
To encourage a strong performance culture, Wilhelmsen offers an annual
variable pay rewarding individuals for annual achievements. The targets are
linked to the group’s financial and non-financial performance, including both
business achievements and how the achievements have been made. It aligns
the senior executives with relevant, clear targets derived from the group’s
long-term strategy to support value-creation over time. The variable pay
includes a financial target, business target(s), and an assessment linked to
the individuals’ ability to live the group’s governing elements and contribute
to supporting the group’s value creation and the value creation of the group
companies which the senior executives are responsible for.
Development of value adjusted equity is determined using a sum-of-the-parts
method: non-listed entities are valued using earnings multiples less debt and
minorities or at net asset value, while listed entities are valued at market price.
The right to annual variable pay is based on an assessment of individual
performance, including both business goals (what) and an assessment of how
the achievements have been made. Financial and business targets are
assessed based on goals defined by the performance contract for the senior
executives approved by the board, while how achievements have been made
is assessed by the board for the group CEO and by the group CEO for other
senior executives and/or by the board of the individual subsidiaries.
Maximum opportunity for annual variable pay is capped at six months’ salary
for the group CEO and four months for remaining senior executives.
A prerequisite for paying out any bonus for employees in WWH is that group
has positive total comprehensive income (net profit plus other compressive
income less non-controlling interests). To receive full bonus, the achievement
needs to exceed set targets. In addition, each performance indicator includes a
threshold which must be met for any payment to be made.
The pay-out is prorated in line with the employment time through the year.
The employee may not be entitled to pay-out, if the employee at the time of
the actual pay-out, has given notice of resignation or been given such notice.
Even though the requirements are met, the board can, if the group has or
foresees to have severe financial constraints, decide to postpone and/or
decide not to pay-out the annual variable pay. In case of documented individual
underperformance, misconduct or similar, the board (for the group CEO) and
the group CEO (for other senior executives) and/or the board of the respective
subsidiaries have the right to refrain from paying according to the agreements
made on an individual level.
development or transformation of existing business or creating new
business opportunities, including amongst others Edda Wind, HyShip,
Topeka, partnership with Tyssenkrupp related to 3D printing, carbon
capture storage, Elevon.
An assessment of the individual’s ability to support group companies in
their value creation, engagement survey results and how each individual
lives the group values:
• Sound results in underlying businesses in which members of the senior
executives act as president and/or chair and/or board member
• Engagement survey score above average and up compared with 2019
• High score on how senior executives lives and exercise the group’s values
As the targets set by the board, and which received a positive advisory vote on
by the annual general meeting in April 2020, were met, the board has decided
to pay the annual variable pay the senior executives for 2020 according to
agreed targets in the individual contracts.
SHORT-TERM BONUS SCHEMES FOR 2021 FOR WWH EMPLOYEES
For 2021, the board will propose to the annual general meeting for
advisory vote, below performance criteria for annual variable pay:
Development of value adjusted equity
• Positive change in value adjusted equity. Threshold for pay-out is an impro-
vement of more than 6%. Improvements above 11% equals full payout for
this criterion. The VAE target is linked to the group’s ambitions to create
value over time and should strengthen the common interest between the
senior executives, the company, and its shareholders.
Realise the group’s ambitions as defined in the long-term strategy
• Contribute to decarbonisation by developing climate related targets and
activities to be integrated in the group strategy and as a prerequisite for
making investments.
• As part of the group’s growth ambitions, the group management team will
explore opportunities focused at creating sustainable growth, including
opportunities transforming existing businesses, new business models, and
new investment possibilities.
• Ensure a safe and healthy working environment with high ethical standards:
LTIF < 0.4 (onboard vessels and onshore), leadership development training
completion rate at >95%, and compliance training completion rate >95%.
Support group companies in their value creation and live the group’s
governing elements
• An assessment of how the individual executes and contributes to value
creation plan of underlying businesses.
• An assessment of how each senior executive lives the group’s governing
elements, including leadership expectations, values, safe, healthy, and
sustainability standards.
110
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Cont. note 16 Statement on the remuneration for senior executives
Long-term incentive scheme
The senior executives (except Stangeland) participate in a long-term incentive
scheme. The scheme entitles senior executives to a potential pay-out every
second year, as the schemes start every second year and last for four years.
Each programme is aiming at increasing alignment with the shareholders’
long-term interests and how senior executives execute strategy and create
value for the group and the company’s shareholders over time. The board sets
criteria for each programme before it starts, and they last for the whole period
unless significant changes happen which deems it necessary to adjust the
performance criteria. In case, changes will be disclosed.
Senior executives are part of a collective agreement (except Wilhelmsen, Wang,
Grimholt, Schou), which includes a contribution of 7% for salary up to 7.1G and
22% for salary between 7.1-12G. Senior executives (except Wilhelmsen, Wang,
Grimholt, Stangeland) have an extra pension for salary above 12G and receive
a fixed salary addition for pension accruals above 12G.
The long-term variable compensation is based on the positive development of
the group’s VAE.
For this programme, the grant level reflects the level, impact, and joint
responsibility of the senior executives for delivering on the group’s strategic
ambitions and targets and is not directly linked to individual performance.
The pay-out is prorated in line with the employment time. The employee may
not be entitled to pay-out, if the employee at the time of the actual pay-out, has
given notice of resignation or been given such notice. Similar if the employee
resigns or is given such notice throughout the programme period.
Even though the requirements are met, the board can, if the group has or
foresees severe financial constraints, decide to postpone and/or decide not
to pay-out the long-term incentive scheme. In case of documented individual
underperformance, misconduct or similar, the board (for the group CEO) and
the group CEO (for other senior executives) have the right to refrain from paying
according to the agreements made on an individual level.
For the group CEO, maximum payment is 100% of annual fixed salary.
For the remaining senior executives, the maximum payment is 50% of
annual fixed salary.
Existing programmes
The senior executives participated in one programme that ran from 1 January
2017 to 31 December 2020. Ending at year-end, the value adjusted equity,
used as performance indicator was positive, but below set threshold for award.
The senior executives therefor received no pay-out on the long-term scheme
ending in 2020.
The senior executives are half-way in one programme, which runs om 1 January
2019 to 31 December 2022. The performance indicator for this programme is
a positive development of the group’s value adjusted equity.
A new programme, running from 1 January 2021-31 December 2024, has
been endorsed by the board. In addition to a positive development of the
group’s value adjusted equity, the board wishes to see a substantial shift in
the group’s activities supporting the ambition of accelerating energy
transformation and contribute to decarbonisation. This target is deemed
essential as part of the group’s ambition of reducing its own impact,
contributing to the industry’s decarbonisation imperative, and playing an active
role in the energy transition. The specified targets for the new long-term
incentive scheme are outlined below:
Long-term incentive scheme
2021-2024
Threshold
(accumulated)
Stretch
(accumulated)
Positive change in value adjusted
equity (70%)
21.6%
41.1%
Share of revenue and/or capital
employed/invested defined as
environmentally sustainable
according to the EU taxonomy (30%)
10%
15%
Pension and insurance schemes
The company offers pension benefits for senior executives aligned with
local markets. The scheme includes coverage for old age, disability, spouse
and children, and supplement payments from the Norwegian National
Insurance system.
The group CEO has the right to a life-long contribution constituting 50% of
annual salary at the time of retirement. If he retires at the agreed age of 62
years, there will be a gradual reduction of annual pay until agreed retirement
age at 67. Pension obligations related to salary above 12G and the option to
take early retirement are insured in the case of group CEO. In case of termina-
tion of employment contract by either party prior to retirement, he is obliged
to receive the calculated accumulated benefit obligation (ABO) balance of his
pension programme at the time of exit, less balance in fixed pension schemes.
The group CFO has an agreement to retire at the age of 67, with a gross
compensation equal to 60% of base salary to the age of 70.
The president of Ships Service can retire at the age of 65 and has a defined
benefit plan (66% of salary) at retirement financed through operations. In case
of termination of employment contract by either party prior to retirement, he is
obliged to receive the calculated accumulated benefit obligation (ABO) balance
of his pension programme at the time of exit, less balance in fixed pension
schemes.
The president of Ship Management resides in Singapore and is part of the
group’s international pension plan. The annual contribution to the retirement
account is 15% of pensionable salary, limited up to 12G. He has an extra pension
for salary above 12G and receives a fixed salary addition for this pension.
Severance package scheme
As a rule, senior executives who resign voluntarily or are being guilty of gross
misconduct, gross negligence, disloyalty, or other material breach of his/her
duties are not entitled to severance.
The group CEO has a severance pay guarantee including 100% of annual
salary for 18 months after leaving the company because of mergers,
substantial changes in ownership, or if deemed necessary by the board.
After a six months’ notice period, possible income during the severance pay
period will be deducted by up to 50%.
Other senior executives (except Wang) have a total of 12 months’ severance
pay if they are asked to leave the company because of mergers, substantial
changes in ownership, or if deemed necessary by the company. After a six
months’ notice period, possible income during the severance pay period will
be deducted by up to 50%. Wang has a six months’ notice period but is not
entitled to a severance package.
Senior executives on internal and external boards
Any board compensation from company boards or boards where the group has
an ownership stake will be deducted from annual variable pay from the group.
111
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Parent company
Accounts and notes
Auditor’s report
To the General Meeting of Wilh. Wilhelmsen Holding ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Wilh. Wilhelmsen Holding ASA, which comprise:
• The financial statements of the parent company Wilh. Wilhelmsen Holding ASA (the
Company), which comprise the balance sheet as at 31 December 2020, the income statement,
comprehensive income and cash flow statement for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, and
• The consolidated financial statements of Wilh. Wilhelmsen Holding ASA and its subsidiaries
(the Group), which comprise the balance sheet as at 31 December 2020, the income statement,
comprehensive income, consolidated statement of changes in equity and cash flow statement
for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies.
In our opinion:
• The financial statements are prepared in accordance with the law and regulations.
• The accompanying financial statements give a true and fair view of the financial position of the
Company as at 31 December 2020, and its financial performance and its cash flows for the
year then ended in accordance with simplified application of international accounting
standards according to section 3-9 of the Norwegian Accounting Act.
• The accompanying consolidated financial statements give a true and fair view of the financial
position of the Group as at 31 December 2020, and its financial performance and its cash flows
for the year then ended in accordance with International Financial Reporting Standards as
adopted by the EU.
Basis for Opinion
We conducted our audit in accordance with laws, regulations, and auditing standards and practices
generally accepted in Norway, including International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and the
Group as required by laws and regulations, and we have fulfilled our other ethical responsibilities in
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 VAT, www.pwc.no
State authorised public accountants, members of The Norwegian Institute of Public Accountants, and
authorised accounting firm
112
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Auditor’s report
Independent Auditor's Report - Wilh. Wilhelmsen Holding ASA
accordance with these requirements. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
The Groups business operations, who continue to evolve due to ongoing improvement projects, are
largely the same as last year. We have not identified regulatory changes, transactions or other events
that qualified as new Key Audit Matters for this year’s audit. The area Revenue from contracts with
customers contained the same characteristics and risks as last year, and have consequently been in our
focus also in 2020.
Key Audit Matter
How our audit addressed the Key Audit Matter
Revenue from contracts with customers
This has been an area of focus for the
audit due to the amounts involved.
Revenue from contracts with customers
in the Maritime Services and Supply
Services segments was USD 542 million
and USD 260 million respectively for the
year ended December 31, 2020.
Further, there is an inherent risk of errors
when a business handles multiple
revenue streams, where each of them
consists of large numbers of transactions
that adds up to material amounts. The
inherent risk of errors increases from the
complexity that sometimes accompany
the requirements for management to use
judgement, particularly to determine the
transaction price and to decide when
performance obligations are satisfied.
We refer to note 3 Revenue, where
management explain the various revenue
streams and how they are accounted for
under IFRS 15 - Revenue from contracts
with customers and IFRS 16 - Leases.
Here, management also explains the
different performance obligations,
measurement of the transaction price and
whether income should be recognized net
or gross.
We obtained and studied managements’ accounting
policy to assess it against relevant IFRSs. We discussed
with management how the specific requirements of the
standards, in particular IFRS 15 – Revenue from
contracts with customers, were met. We found that we
were able to agree with management about their
accounting policies and that their assessments were
reasonable.
To assess the accuracy of their practices, we tested, on a
sample basis, each revenue stream towards information
such as contract terms, invoices and bank payments.
We found that the revenue was recorded accurate and
in accordance with the underlying documentation.
Further, to assess the determined transaction prices,
we obtained an understanding of the price for services
and products, including discounts and customer bonus
through interviews with management, walkthroughs
and review of process descriptions. In addition, we
obtained and read a selection of customer contracts to
understand whether the determined prices were in
accordance with the contract terms. We found no
significant deviations in management's assessments.
Through interviews with management and review of a
selection of sales documentation such as customer
contracts and invoices; we obtained an understanding
of the assumptions management assessed to decide on
when the performance obligations were satisfied. We
(2)
113
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Accounts and notes
Auditor’s report
Independent Auditor's Report - Wilh. Wilhelmsen Holding ASA
concluded that management’s assumptions were
reasonable.
We compared the related disclosures in note 3 to the
financial statements for the Group to the requirements
of the applicable financial reporting framework, IFRS.
We found that the disclosure appropriately explained
the revenue from contracts with customers and lease
revenue.
Other information
Management is responsible for the other information. The other information comprises information in
the annual report, except the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and the Managing Director for the
Financial Statements
The Board of Directors and the Managing Director (Management) are responsible for the preparation
in accordance with law and regulations, including a true and fair view of the financial statements of the
Company in accordance with simplified application of international accounting standards according to
the Norwegian Accounting Act section 3-9, and for the preparation and true and fair view of the
consolidated financial statements of the Group in accordance with International Financial Reporting
Standards as adopted by the EU, and for such internal control as management determines is necessary
to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with laws, regulations, and auditing standards and practices
generally accepted in Norway, including ISAs will always detect a material misstatement when it
(3)
114
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Auditor’s report
Independent Auditor's Report - Wilh. Wilhelmsen Holding ASA
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with laws, regulations, and auditing standards and practices
generally accepted in Norway, including ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
•
identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error. We design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's or the Group's internal control.
•
•
•
•
evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company and the Group's ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company and the Group to cease to continue as a going concern.
evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves a true and fair view.
obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide the Board of Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
(4)
115
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020
Parent company
Accounts and notes
Auditor’s report
Independent Auditor's Report - Wilh. Wilhelmsen Holding ASA
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Opinion on the Board of Directors’ report
Based on our audit of the financial statements as described above, it is our opinion that the
information presented in the Board of Directors’ report and in the reports on Corporate Governance
and Sustainability concerning the financial statements and the going concern assumption is consistent
with the financial statements and complies with the law and regulations.
Opinion on Registration and Documentation
Based on our audit of the financial statements as described above, and control procedures we have
considered necessary in accordance with the International Standard on Assurance Engagements
(ISAE) 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial
Information, it is our opinion that management has fulfilled its duty to produce a proper and clearly
set out registration and documentation of the Company’s accounting information in accordance with
the law and bookkeeping standards and practices generally accepted in Norway.
Oslo, 24 March 2021
Oslo, 24 March 2021
PricewaterhouseCoopers AS
PricewaterhouseCoopers AS
Thomas Fraurud
State Authorised Public Accountant
Thomas Fraurud
(electronically signed)
State Authorised Public Accountant
(5)
116
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Responsibility statement
We confirm, to the best of our knowledge, that the financial statements for the
period 1 January to 31 December 2020 have been prepared in accordance
with current applicable accounting standards and give a true and fair view of
the assets, liabilities, financial position and profit for the entity and the group
taken as a whole.
We also confirm that the Board of Directors’ Report includes a true and fair
review of the development and performance of the business and the position
of the entity and the group, together with a description of the principal risks and
uncertainties facing the entity and the group.
Lysaker, 24 March 2021
The board of directors of Wilh. Wilhelmsen Holding ASA
Diderik Schnitler (sign)
chair
Trond Westlie (sign)
Carl E Steen (sign)
Rebekka Glasser Herlofsen (sign)
Ulrika Laurin (sign)
Wilhelmsen Thomas (sign)
group CEO
117
Parent companyAccounts and notesWilh. Wilhelmsen Holding ASA Annual Report 2020 Finding
new ways
The challenge: The COVID pandemic posed owners and operators
different crew change challenges and restrictions in various
ports around in the world. How to keep up with the ever-changing
restrictions?
The solution: We created a port-restrictions map, an online and
interactive global tool providing updated and relevant info from each
port in the vast Wilhelmsen system.
5
Corporate
governance
Group
Corporate governance
Corporate governance
A summary of the corporate governance report for 2020
Corporate governance comply or explain overview
Section
Topic
Deviation
Reference in this report
01.
02.
03.
04.
05.
Implementation and reporting on corporate governance
Business
Equity and dividends
Equal treatment of shareholders and transactions with close
associates
Shares and negotiability
None
None
None
None
None
06.
General meetings
The board chair directs the meeting. *)
There is no requirement for the full board to attend
the general meeting.
07.
08.
09.
10.
11.
12.
13.
14.
15.
Nomination committee
None
Board of directors: composition and independence
The board chooses its own chair. *)
The work of the board of directors
The full board serves as audit committee.
Risk management and internal control
Remuneration of the board of directors
Remuneration of executive personnel
Information and communications
Take-overs
Auditor
None
None
None
None
None
None
*) Proposals have been made to the 22 April annual general meeting for required changes to the Articles of association to comply with the code.
If approved, there will not be any deviation on these matters.
Page 123
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Page 125
Page 125
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Reducing risk
and improving
accountability
We, as the board of Wilh. Wilhelmsen
Holding ASA, are responsible for ensuring
that the company is directed and controlled
in an appropriate and satisfactory manner
according to existing laws and regulations.
We believe sound corporate governance is
important because it:
• reduces risk.
• contributes to the greatest possible value
creation over time in the best interests of
the company’s shareholders, employees and
other stakeholders.
• ensures fair treatment of all our stakeholders
• ensures easy access to timely, accurate
and relevant information about the
company’s business.
• strengthens the confidence in the company
and increases the company’s attractiveness.
The Corporate governance report for 2020 is,
amongst others, based on the requirements
of the Norwegian Accounting Act and the
recommendations of the Norwegian Code of
Practice for Corporate Governance.
We, as the board, assesses the company’s
corporate governance to be of high standard,
and discussed and approved the report on
24 March 2021. All the directors were present
at the meeting.
Diderik Schnitler (sign)
Chair of the board
122
Wilh. Wilhelmsen Holding ASA Annual Report 2020
1. IMPLEMENTATION AND REPORTING ON
CORPORATE GOVERNANCE
Wilh. Wilhelmsen Holding ASA (Wilhelmsen)
is a public limited company organised under
Norwegian law. Listed on a regulated market
(Oslo Børs), the company is subject to general
Norwegian securities’ legislation and Oslo Børs’
regulations.
This corporate governance report follows the
requirements of the Norwegian Accounting
Act (§3-3b) and the recommendations in the
Norwegian Code of Practice for Corporate
Governance (Code of Practice, dated 17 October
2018). The Code of Practice includes provisions
and guidance that in part elaborate on existing
legislation and in part cover areas not addressed
by legislation. The structure of this report is
aligned with the structure of the Code of Practice.
The corporate governance report is published
as part of the company’s annual report and
available on the company’s website.
Comply or explain principle
The corporate governance report follows
the “comply and explain” principles.
Where Wilhelmsen does not fully comply
with the Code of Practice, an explanation
of the reason for the deviation and what
solution the company has selected has
been included.
Stakeholder interests
Wilhelmsen is in regular dialogue with key
stakeholders engaged in issues relating to the
maritime industry and the corporate activities
of the group.
Sustainable business model
A responsible business model is necessary for
the company to be sustainable. Acknowledging
that the company’s activities affect its
surroundings, Wilhelmsen’s issues an annual
Sustainability report. The report is based on the
requirements stated in the GRI Sustainability
Reporting Standards (GRI Standards) and the
ten principles of the UN Global Compact.
The Sustainability report describes how
Wilhelmsen combines long-term profitability
with emphasis on ethical business conduct.
This includes respect for human rights, the
natural environment and the societies in which
the company operates. The report includes how
the company addresses employee rights and
working environment, human rights, health
and safety issues, the external environment,
prevention of corruption and how the company
contributes to communities in which it operates.
The report, which also describes how the
company actively contributes to reaching the
Sustainable Development Goals, is available on
the company’s website.
Deviations from the Code of Practice: None
Deviations from the Code of Practice: None
2. BUSINESS
Business activities
According to Wilhelmsen’s Articles of
association, the company’s objective is
to engage in shipping, maritime services,
aviation, industry, commerce, finance business,
brokerage, agencies and forwarding, to own or
manage real estate, and to run business related
thereto or associated therewith. While present
business activities mainly are within maritime
services, shipping and related logistics services,
the board finds it appropriate to maintain a
broad objective to allow for a wider range of
activities and investments.
Strategy and risk
The board has a yearly strategy review of the
business portfolio and the ownership strategy for
main activities and investments, supplemented
by selective business reviews on a regular basis.
The board further evaluate the risk profile on a
quarterly basis.
3. EQUITY AND DIVIDENDS
Capital structure
The board considers it appropriate for the
parent company to maintain a low debt profile,
with group business activities pri marily
financed on a non-recourse basis by the
rele vant subsidiary. This is consistent with
the holding nature of the parent company.
Dividend
The dividend policy states that “the goal is to
provide shareholders with a high return over
time through a combination rising value for the
company’s shares and payment of dividend.
The objective is to have consistent yearly
dividend paid twice annually”.
Wilhelmsen has a history of paying dividend
twice a year, with total consideration varying
between NOK 5.00 and NOK 5.50 per share for
the five-year period 2015-19. The first dividend
has varied been NOK 2.50 and NOK 3.50 per
share while the second dividend has been
between NOK 1.50 and NOK 2.50 per share.
A summary of the strategic direction and a risk
review is included in the directors’ report for 2020.
In order to secure a financially sound holding
The board’s
corporate
governance
report for 2020
123
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Corporate governance
company in the uncertain environment
following outbreak of COVID-19, the board
decided in 2020 to reduce the first dividend to
NOK 2.00 per share and not to ask the annual
general meeting for authority to declare a
second dividend.
To compensate for the reduced dividend
paid in 2020 and to revert to the objective
of consistent yearly dividend paid twice
annually, the board is proposing to the annual
shareholder meeting scheduled for
22 April 2021 a first dividend of NOK 5.00, and
that the board is authorised to pay additional
dividend of up to NOK 3.00 per share. The
first dividend proposal includes NOK 2.00 in
extraordinary dividend to compensate for the
reduced dividend paid in 2020.
Mandate to increase share capital
or purchase own shares
At the 29 April 2020 annual general meeting,
the board proposed and was granted an
authorisation to acquire shares in the company
with a nominal value of up to NOK 92 807 648,
equivalent to 10% of the current share capital.
The reason for the proposal was that it enables
the adjustment of capital structure and
balance to the company’s needs, as framework
conditions for the industry change.
Wilh. Wilhelmsen Holding ASA presently
owns a total of 1 823 829 own shares, split
on 537.097 A-shares and 1.286.732 B-shares.
This is equivalent to 3.93% of total shares
in the company. The board has made a
pro posal to the next annual general meeting
to be held on 22 April for the 1 823 829 shares
to be liquidated.
The board has also made a proposal to the next
annual general meeting to be held on 22 April
2021 for a new mandate to buy up to 10% of the
company’s shares, valid for one year.
The board has not requested, and the
gene ral meeting has as such not granted,
any board mandate to increase the
company’s share capital.
Deviations from the code: None
Transaction with close associates
Any transactions taking place between a
principal shareholder or close associates and
the company will apply prices and other terms
and conditions common for such agreements.
A similar principle is used for transactions
between companies within the group. In the
event of material transactions, the company
will seek independent valuation. Relevant
transactions will be publicly disclosed to seek
transparency. The board instruction includes
procedures for how to handle any situations
where a board member has a personal or
financial interest related to a board matter.
Deviations from the Code of Practice: None
5. FREELY NEGOTIABLE SHARES
Listed on the Oslo Børs with the tickers “WWI”
and “WWIB” for the Class A and Class B shares
respectively, all shares are freely negotiable.
There are no restrictions on negotiability in
the company’s Articles of associations.
Deviations from the Code of Practice: None
6. GENERAL MEETINGS
Matters to be dealt with and decided by the
annual general meeting and procedures
related to general meetings are outlined in
article 8 of the Articles of associations. The
annual general meeting is normally held late
April or early May. In addition, extraordinary
general meetings may be convened if required.
Shareholders with Norwegian VPS accounts
or known addresses are notified electro ni cally
through the Norwegian VPS system or by mail
no later than 21 days prior to a general
meeting.
Proposed resolutions, together with relevant
supporting documents are published on the
Wilhelmsen website no later than 21 days prior
to the general meeting. For annual general
meetings, this includes the annual report
(including directors report, annual accounts
and the auditor’s report), statement on the
remuneration for senior executives, statement
on corporate governance, and the nomination
committee report. Shareholders may, upon
request, receive hard copies of the material.
4. EQUAL TREATMENT OF SHAREHOLDERS
AND TRANSACTIONS WITH CLOSE
ASSOCIATES
Transactions in own shares
Any transactions the company carries out in its
own shares are carried out through the stock
exchange and at prevailing stock exchange
prices, or in such other ways which will ensure
equal treatment of all shareholders.
Shareholders may attend the general meeting
in person, nominate a proxy, or vote in
advance. The vote may be through electronic
communication. The attendance form, proxy
nomination, or advance vote must be received
by the company’s registrar no later than two
working days before the meeting takes place.
Shareholders may vote on each individual
124
Wilh. Wilhelmsen Holding ASA Annual Report 2020
matter, including individual candidates
nominated for election.
The board chair, nomination committee
chair, group CEO, group CFO, and auditor
will normally attend the annual general
meeting, together with other members of the
board and management if available. There is
no requirement for the full board to attend
a general meeting.
The board chair presides over the general
meeting in accordance with Article 8 of the
Articles of association. This is a deviation
from the Code of Practice. A proposal has been
made to the 22 April annual general meeting
for Article 8 to be amended in a manner that
makes it possible for the general meeting to
elect the chair for the general meeting.
The minutes of general meetings are
published on the Oslo Børs news service
and available on the company’s website.
Deviations from the Code of Practice: There is
no requirement for the full board to attend the
general meeting, and the board chair opens
and directs the meeting. The last issue will be
resolved subject the approval by the annual
general meeting to amend the Articles of
association in this respect.
7. NOMINATION COMMITTEE
The work of the Wilhelmsen nomination
committee follows the “Guidelines for the
nomination committee” approved by the
general meeting on 30 April 2019.
The nomination committee consists of the
following members:
Nomination
committee member
Jan Gunnar Hartvig
(chair)
Elected
Period Elected to
29.04.2020
2 years
2022
Frederik Selvaag
29.04.2020
2 years
2022
As part of the nomination process, the
committee has contact with relevant
stakeholders. Input and proposals to the
nomination committee may also be sent to the
nomination committee secretary, with contact
details available on the company website.
The nomination committee provides its
recommendation to the annual general
meeting in form of a report, which among other
includes justification of individual candidates.
Deviations from the Code of Practice: None
8. BOARD OF DIRECTORS: COMPOSITION
AND INDEPENDENCE
According to article 5 of the Articles of
associ ation, the company’s board is made
up of five to seven members and up to three
deputy members.
According to the same article 5, the board
chooses its own chair. This is a deviation from
the Code of Practice. A proposal has been
made to the 22 April annual general meeting
for Article 5 and Article 8 to be amended so the
chair can be elected by the general meeting.
The composition of the board is made to
ensure it meets the company’s need for
expertise, capacity, and diversity. Focus is
also on ensuring that the board can function
effectively as a collegiate body. Information
on the background and experience of the
individual board members are available on
the company’s website.
During 2020, the board consisted of the
following members:
Board member
Last time
elected
Period
Elected
to
Diderik Schnitler (chair)
30.04.2019 2 years
2021
Rebekka Glasser
Herlofsen
29.04.2020 2 years
2022
Ulrika Laurin
29.04.2020 2 years
2022
Carl E Steen
30.04.2019 2 years
2021
Trond Westli*
29.04.2020 2 years
2022
Irene W. Basili**
26.04.2018 2 years
Cathrine L Wilhelmsen*** 30.04.2019 2 years
*Re-elected at the 29.04.2020 annual general meeting
**Resigned from the board at the 29.04.2020 annual
general meeting
***Resigned from the board 07.02.2020
The board does not include executive
employees, and all board members are
independent of the executive management
and the main shareholder.
The board instruction encourages board
members to own shares in the company.
Deviations from the Code of Practice: The board
chooses its own chair. The deviation will be
resolved subject the approval by the annual
general meeting to amend the Articles of
association in this respect.
125
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Corporate governance
9. THE WORK OF THE BOARD OF DIRECTORS
Board instruction and work of the board
The board has issued instructions for its
own work. The instruction reflects the role,
responsibilities, and work procedures of the
board as laid down in the Norwegian Public
Companies Act. This includes procedures for
how to handle any situations where a board
member has a personal or financial interest
related to a board matter.
The board evaluates its performance and
expertise on an annual basis. A summary
of the evaluation is provided as input to
the nomination committee.
During 2020, the board held eight meetings,
in addition to a full day strategy session.
The group CEO and group CFO are normally
present at board meetings, as is other
executives depending on agenda and issues
to be discussed.
Board committees
The board has established a separate audit
committee, which is chaired by board member
Trond Westlie. The work of the board audit
committee is governed by a mandate set by
the board.
In line with article 5 of the Articles of
association, “the full board shall jointly
serve as the company’s audit committee”.
A proposal will be presented to the Annual
general meeting on 22 April to have this
requirement removed from the Articles of
associations. This will allow for a smaller audit
committee.
As the Wilhelmsen board consists of five
members it is deemed desirable to not have
any separate standing committees outside
the audit committee.
Executive committee for industrial democracy
Wilhelmsen maintains an executive
committee for industrial democracy in foreign
trade shipping (“Rederistyret”), securing the
interest of the employees related to the board.
The committee meet prior to a corresponding
board meeting.
The present committee consists of seven
members, elected for a period of four years
from 2018. Five members were elected by
and among the employees and two were
appointed by the management. Each
employee representative has a personal
deputy, and the management representatives
have a joint deputy. One of the management
representatives is the group CEO. One deputy
member position was vacant by end of 2020.
During 2020, the committee held
four meetings.
Executive management instructions
The duties, responsibilities and authority
of the group CEO follows instructions made
by the board and the Norwegian Public
Companies Act. The instructions made by the
board also include authorities given to other
executive employees.
The executive management of the Wilhelmsen
group includes a group management team and
the board and management of sub sidiaries.
Members of the group management team
chairs or sits on the board of main subsidiaries
and companies where Wilhelmsen has
material ownership interests and/or a
shareholder agreement which defines board
composition. Management of subsidiaries are
based on the Wilhelmsen group policies and
governance principles.
Deviations from the Code of Practice: The full
board serve as audit committee.
10. RISK MANAGEMENT AND INTERNAL
CONTROL
The board believes that the company’s
internal control and risk management are
sound and appropriate given the extent and
nature of the company’s activities. The system
contributes to sound control characterised by
integrity and ethical attitudes throughout the
organisation.
Governing documents, the code of conduct,
policies, policy descriptions and procedures
are documented and electronically available
to the company’s employees through the
company’s global integrated management
system. Various internal control activities give
management assurance that the internal con-
trol of financial systems, group policies and
subsidiary boards are working adequately and
according to management’s expectations.
The group has a global whistleblowing system
including procedures and channels for giving
notice to the company about potential non-
compliance. The whistleblowing channel is
available for internal and external parties.
The board reviews the company’s risk matrix
on a quarterly basis and the internal control
arrangements at least once a year.
Deviations from the Code of Practice: None
126
Wilh. Wilhelmsen Holding ASA Annual Report 2020
11. REMUNERATION OF THE BOARD OF
DIRECTORS
Remuneration of the board of directors is
determined by the annual general meeting
and is not dependent upon the company’s
results. The fee reflects the responsibilities
of the board, its expertise, the amount of time
devoted to its work and the complexity of the
company’s businesses. No board member
holds share options in the company.
covered through webcast presentations which
included a Q&A session.
The investor relations policy further states
that the main source of information about the
Wilhelmsen group is the Wilhelmsen website,
including among other financial information,
governing elements, and company news.
Deviations from the Code of Practice: None
14. TAKEOVERS
The board has established a guideline for
how it will act in the event of a take-over bid.
The guidelines follow in all material aspects
the recommendations outlined in the Code
of Practice.
Deviations from the Code of Practice: None.
15. AUDITOR
The auditor for Wilhelmsen is
PricewaterhouseCoopers AS.
The auditor presents an audit plan to the audit
committee on an annual basis, and attend
audit committee meetings when deemed
required or desired.
The auditor is also invited to attend the
meeting where the board deal with the annual
accounts (preliminary and/or final accounts),
and at other occasions where the board
so requests.
Finally, the board has a yearly meeting
with the auditor without the presence
of management.
The board has established the principle that
use of the auditor for services other than audit
shall be limited.
The fee to external auditors, broken down by
statutory work, other assurance services, tax
services, and other assistance, is specified in
note 6 to the Wilhelmsen group accounts and
note 2 to the parent company accounts.
Deviations from the Code of Practice: None
In 2020, none of the board members
performed assignments for the company other
than serving on the board of the company.
An overview of the remuneration of the
board of directors is specified in note 6 to
Wilhelmsen group accounts and note 2 to the
parent company accounts, of which the latter
includes an overview of shares in Wilhelmsen
owned or controlled by the individual
board member.
Deviations from the Code of Practice: None
12. REMUNERATION OF EXECUTIVE
PERSONNEL
The board has reviewed the remuneration
guideline and assessed the practice and
concluded that they are efficient and
transparent, in line with the prevailing
guideline and intention, and good
corporate governance.
A statement on the remuneration for senior
executives is provided in note 16 of the annual
accounts. An advisory vote is to be held
at the annual general meeting concerning
the statement. Remuneration is based on a
guideline, which will be presented to and
voted on by the annual general meeting 22
April 2021.
The remuneration of senior executives
is further detailed in note 6 to the
group accounts and note 2 to the parent
company accounts.
Deviations from the Code of Practice: None
13. INFORMATION AND COMMUNICATION
The board has established an investor
relations policy which is published on the
company’s website. The policy complies with
the Oslo Børs Code of Practice for IR
of 1 July 2019.
According to the policy, Wilhelmsen will
publish interim reports each quarter in
addition to half-year and annual reports.
In 2020, two of the quarterly reports were
127
GroupCorporate governanceWilh. Wilhelmsen Holding ASA Annual Report 2020 New
partnerships
The challenge: Grow your fleet under management and get into new segments.
The solution: Wilhelmsen joined forces with MPC Capital and created the
joint venture Wilhelmsen Ahrenkiel Ship Managementt. With the 72 ships
in Wilhelmsen Ahrenkiel’s management, Wilhelmsen Ship Management
became the 6th largest third-party ship manager in the world, with
approximately 250 ships under technical management.
6
Corporate
structure
Group
Corporate structure
Corporate structure
As of 31 December 2020
WWH group
Wilh. Wilhelmsen Holding ASA, Norway
Wallenius
Wilhelmsen ASA,
Norway 37.82%
Treasure ASA,
Norway
73.46%
Wilhelmsen Maritime
Services AS,
Norway
Wilh. Wilhelmsen
Holding Invest AS,
Norway
WilService AS,
Norway
Wilhelmsen Accounting
Services AS,
Norway
Wilhelmsen GRC
Sdn.Bhd.
WilNor Governmental
Services AS,
Norway 51%
Unless otherwise stated, the company is wholly-owned.
Holding and Investments segment
Wilh. Wilhelmsen Holding ASA, Norway
Wallenius Wilhelmsen
ASA 37.82%
Treasure ASA
73.46%
Wilh. Wilhelmsen
Holding Invest AS
Wilhelmsen
GRC Sdn.Bhd.
WilService AS,
Norway
Wilhelmsen
Accounting Services
AS, Norway
Den Norske
Amerikalinje AS
Wilh. Wilhelmsen
Holding Invest
Malta Ltd
Denholm Port
Services Ltd.
40%
Hyundai Glovis Ltd
11.00%
Raa Labs AS
LoRa IOT AS
Dolittle AS
45.98%
Massterly AS
50%
EDDA Wind AS
25%
Unless otherwise stated, the company is wholly-owned.
132
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Group management team.
HR, culture, and communication), Thomas Wilhelmsen (group CEO) and Bjørge Grimholt (Executive vice president Maritime Services).
From left: Christian Berg (group CFO), Jan Eyvin Wang (Executive vice president New Energy), Benedicte Teigen Gude (Executive vice president
Supply services segment
Wilh. Wilhelmsen Holding ASA, Norway
WilNor Governmental Services AS
51%
Wilh. Wilhelmsen Holding Invest AS
WGS Solution AS
WGS Properties AS
NorSea Group AS
75.15%
For group company list sorted by business area see below list.
133
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2020
Group
Corporate structure
Supply services segment
Company name
NorSea Group Australia PTY Ltd
NorSea Denmark A/S
NorSea Wind A/S
NSG Wind A/S
NorSea Property AS
NorSea Logistics AS (tidl. NorSea Operations AS)
NorSea Impact AS
NorSea Industrial Holding AS
Wilnor Governmental Services AS
WGS Properties AS
WGS Solution AS
NorSea Wind Holding AS
CCB Energy Holding AS
NorSea Vestbase AS
Vestbase Eiendom AS
Averøy Eiendom AS
Orvikan Eiendom AS
NorSea Stordbase AS
NorSea Stavanger AS
Maritime Logistic Services AS
NorSea Fighter AS
NorSea Eiendom Dusavik AS
NorSea Eiendom Tananger AS
NorSea Tananger 107 AS
Tananger Eiendom AS
Konciv AS (tidl NSG Digital AS)
Polarbase Eiendom AS
NorSea Polarbase AS
Maritime Waste Management AS
Norbase AS
OS Expressene AS
NSG Maritime AS
Westport AS
Elevon AS
CCB Holding AS
Vikan Næringspark Invest AS
Dusavik Utvikling AS
SørSea AS
Polarlift AS
KS Coast Center Base
Risavika Eiendom AS
Eldøyane Næringspark AS
LoVe Miljøbase AS
Risavika Havnering 14 AS
Strandparken Holding AS
Logiteam AS
CCB Subsea AS
Hammerfest Næringsinvest AS
Norsea 123 Ltd.
NorSea UK Ltd
NorSea Wind Ltd
Country
Australia
Denmark
Denmark
Denmark
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Scotland
Scotland
United Kingdom
134
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Ownership %
100.00%
100.00%
50.00%
50.00%
100.00%
100.00%
100.00%
100.00%
49.00%
49.00%
49.00%
50.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
49.91%
95.62%
95.14%
75.00%
75.00%
75.00%
78.00%
66.66%
50.00%
50.00%
50.00%
43.60%
50.00%
50.00%
49.75%
42.00%
37.97%
33.33%
33.33%
33.07%
17.00%
17.00%
32.26%
100.00%
100.00%
50.00%
Maritime services segment
Wilhelmsen Maritime Services AS, Norway
Wilhelmsen
Ships Service
Wilhelmsen
Ships Service AS,
Norway
Wilhelmsen Ship
Management
Wilhelmsen Insurance Services AS
Wilhelmsen Ship Management
Holding AS Norway
For group company list sorted by business areas see below list.
Business area
Legal entity
Unless otherwise stated, the company is wholly-owned.
Maritime services segment
Company name
Wilhelmsen Maritime Services
Wilhelmsen Insurance Services AS
Wilhelmsen Ship Management
Wilhelmsen Ship Management Serviços Marítimos do Brasil Ltda
Wilhelmsen Marine Personnel d.o.o.
Diana Wilhelmsen Management Limited
NSG Wind A/S
NorSea Wind A/S
NorSea Wind GmbH
Wilhelmsen Ahrenkiel GmbH
BWW LPG Limited
Barklav (Hong Kong) Limited
Wilhelmsen Marine Personnel (Hong Kong) Ltd
Wilhelmsen Ship Management Limited
WSM Global Services Limited
Wilhelmsen Ship Management (India) Private Limited
BWW LPG Sdn Bhd
Wilhelmsen Ship Management Sdn Bhd
Wilhelmsen Ship Management Services Sdn Bhd
Wilhelmsen Ahrenkiel Netherland
NorSea Wind Holding AS
Wilhelmsen Marine Personnel (Norway) AS
Wilhelmsen Ship Management (Norway) AS
OOPS (Panama) SA
Wilhelmsen-Smith Bell Manning Inc
Wilhelmsen Marine Personnel Sp z.o.o.
Wilhelmsen Ship Management Korea Ltd
Barklav SRL
Wilhelmsen Marine Personnel Novorossiysk Ltd
Wilhelmsen Ship Management Singapore Pte Ltd
NorSea Wind Ltd
Wilhelmsen Ship Management UK Limited
Wilhelmsen Marine Personnel (Ukraine) Ltd
Wilhelmsen Ship Management (USA) Inc
Wilhelmsen Ships Service
Wilhelmsen Ships Service Algeria SPA
Wilhelmsen Ships Service Argentina SA
Country
Norway
Brazil
Croatia
Cyprus
Denmark
Denmark
Germany
Germany
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
India
Malaysia
Malaysia
Malaysia
Netherland
Norway
Norway
Norway
Panama
Philippines
Poland
Republic of Korea
Romania
Russia
Singapore
United Kingdom
United Kingdom
Ukraine
United States
Algeria
Argentina
Ownership %
100.00%
100.00%
100.00%
50.00%
50.00%
50.00%
50.00%
50.00%
49,00 %
50.00%
100.00%
100.00%
100.00%
100.00%
49.00%
100.00%
100.00%
50.00%
50.00%
100.00%
100.00%
100.00%
25.00% *
100.00%
100.00%
50.00%
100.00%
100.00%
50.00%
100.00%
100.00%
100.00%
49.00% *
100.00%
135
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2020 Group
Corporate structure
cont. Maritime services segment
Company name
Wilhelmsen Ships Service
New Wave Maritime Services Pty Ltd
Wilhelmsen Ships Service Pty Limited
WLB Shipping Pty Ltd
WWHI Property Australia Pty Ltd
Almoayed Wilhelmsen Ltd
Wilhelmsen Ships Service NV
Wilhelmsen Ships Service do Brasil Ltda
Wilhelmsen Ships Service Ltd
Wilhelmsen Ships Service Inc
Wilhelmsen Ships Service Agencia Maritima SA
Wilhelmsen Ships Service (Chile) S.A.
Wilhelmsen Huayang Ships Service (Beijing) Co Ltd
Wilhelmsen Huayang Ships Service (Shanghai) Co Ltd
Wilhelmsen Ships Service Co Ltd
Wilhelmsen Ships Service Colombia SAS
Wilhelmsen Ships Service Cote d'Ivoire SARL
Wilhelmsen Ships Service Cyprus Ltd
Wilhelmsen Ships Service A/S
Wilhelmsen Ships Service Ecuador SA
Barwil Arabia Shipping Agencies SAE
Barwil Egytrans Shipping Agencies SAE
Scan Arabia Shipping Agencies SAE
Wilhelmsen Ships Service LLC (Egypt)
Wilhelmsen Ships Service Oy Ab
Auxiliaire Maritime SAS
Wilhelmsen Ships Service France SAS
Wilhelmsen Ships Service Georgia Ltd
Barwil Agencies GmbH
Wilhelmsen Ships Service GmbH
Wilhelmsen Ships Service (Gibraltar) Limited
Wiltrans (Gilbraltar) Limited
Barwil Hellas Ltd
Uniref SA
Wilhelmsen Ships Service Hellas SA
Wilhelmsen Ships Service Limited
Wilhelmsen Maritime Services Private Limited
Barwil For Maritime Services Co Ltd
Iraqi-Norwegian Company For Marine Navigation and Maritime Services Ltd
Wilhelmsen Ships Service SpA
Wilhelmsen Ships Service (Japan) Pte Ltd - Legal Branch
Wilhelmsen Ships Service Co Ltd
Wilhelmsen Ships Service Ltd
Alghanim Barwil Shipping Co-Kutayba Yusuf Ahmed & Partners WLL
Wilhelmsen Ships Service Lebanon SAL
Wilhelmsen Freight & Logistics Sdn Bhd
Wilhelmsen IT Services Sdn Bhd
Wilhelmsen Ships Service Holdings Sdn Bhd
Wilhelmsen Ships Service Malaysia Sdn Bhd
Wilhelmsen Ships Service Trading Sdn Bhd
WSS Global Business Services Sdn Bhd
Wilhelmsen Ships Service Malta Limited
Unitor de Mexico, SA de CV
Wilhelmsen Ships Service (Mozambique), Limitada
Wilhelmsen Ships Service (Myanmar) Limited
Wilhelmsen Ships Service BV
Unitor Ships Service NV Netherland Anthilles
Wilhelmsen Ships Service Limited
Barwil Agencies AS
Wilhelmsen Chemicals AS
Wilhelmsen IT Services AS
136
Wilh. Wilhelmsen Holding ASA Annual Report 2020
Country
Australia
Australia
Australia
Australia
Bahrain
Belgium
Brazil
Bulgaria
Canada
Chile
Chile
China
China
China
Colombia
Cote d'Ivoire
Cyprus
Denmark
Ecuador
Egypt
Egypt
Egypt
Egypt
Finland
France
France
Georgia
Germany
Germany
Gibraltar
Gibraltar
Greece
Greece
Greece
Hong Kong
India
Iraq
Iraq
Italy
Japan
Japan
Kenya
Kuwait
Lebanon
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malta
Mexico
Mozambique
Myanmar
Netherlands
Netherlands Antilles
New Zealand
Norway
Norway
Norway
Ownership %
100.00%
100.00%
100.00%
100.00%
40.00% *
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
49.00% *
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
35.00%
49.00% *
49.00% *
100.00%
100.00%
100.00%
100.00%
50.00%
100.00%
100.00%
100.00%
100.00%
60.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
49.00%
49.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
cont. Maritime services segment
Company name
Wilhelmsen Ships Service
Wilhelmsen Ships Service AS
Wilhelmsen Towell Co LLC
Wilhelmsen Ships Service (Private) Limited
Barwil Agencies SA
Intertransport Air Logistics SA
Lowill SA
Scan Cargo Services SA
Transcanal Agency SA
Wilhelmsen Ships Service SA
Wilhelmsen-Smith Bell (Subic) Inc
Wilhelmsen-Smith Bell Shipping Inc
Wilhelmsen Ships Service Philippines Inc
Wilhelmsen Ships Service Polska Sp z.o.o.
Wilhelmsen Business Services Center Sp.z.o.o.
Argomar-Navegcao e Transportes SA
Wilhelmsen Ships Service Portugal, S.A
Perez Torres Portugal Lda
Wilhelmsen Ship Services Qatar Ltd
Wilhelmsen Hyopwoon Ships Service Ltd
Wilhelmsen Ship Services Co Ltd
Barwil Star Agencies SRL
Wilhelmsen Ships Service OOO
Limited Liability Company " Wilhelmsen Marine Products"
Barwil Agencies Ltd For Shipping
Binzagr Barwil Maritime Transport Co Ltd
Wilhelmsen Ships Service Senegal SUARL
Unitor Cylinder Pte Ltd
Wilhelmsen Ships Service (Japan) Pte Ltd
Wilhelmsen Ships Service (S) Pte Ltd
Wilhelmsen Global Husbandry Services Pte Ltd
Havtec Pte Ltd
Timm Slovakia s.r.o
Barwil (South Africa) Pty Ltd
Krew-Barwil (Pty) Ltd
Wilhelmsen Ships Services (Pty) Ltd
Wilhelmsen Ships Services South Africa (Pty) Ltd
Wilhelmsen Ships Service Canarias SA
Wilhelmsen Ships Service Spain SAU
Alarbab For Shipping Co Ltd
Ocean Shipping Co Ltd
Wilhelmsen Ships Service AB
Wilhelmsen Ships Service Inc
Wilhelmsen Ship Services Ltd
Wilhelmsen Ships Service (Thailand) Ltd
Wilhelmsen Denizcilik Hizmetleri Ltd Sirketi
Wilhelmsen Lojistick Hizmetleri Ltd Sirketi
Wilhelmsen Ships Service Ukraine Ltd
Barwil Dubai LLC
Wilhelmsen Ship Services LLC
Triangle Shipping Agencies LLC
Wilhelmsen Ships Service AS (Dubai Branch)
Wilhelmsen Maritime Services JAFZA
Wilhelmsen Ships Service (LLC)
Denholm Wilhelmsen Ltd
Wilhelmsen Ships Service Limited
Wilhelmsen Ships Service Inc
Unitor Holding Inc
International Shipping Co Ltd
Wilhelmsen Sunnytrans Co Ltd
* Additional profit share agreement
Country
Norway
Oman
Pakistan
Panama
Panama
Panama
Panama
Panama
Panama
Philippines
Philippines
Philippines
Poland
Poland
Portugal
Portugal
Portugal
Qatar
Republic of Korea
Republic of Korea
Romania
Russia
Russia
Saudi Arabia
Saudi Arabia
Senegal
Singapore
Singapore
Singapore
Singapore
Singapore
Slovakia
South Africa
South Africa
South Africa
South Africa
Spain
Spain
Sudan
Sudan
Sweden
Taiwan
Tanzania
Thailand
Turkey
Turkey
Ukraine
United Arab Emirates
United Arab Emirates
United Arab Emirates
United Arab Emirates
United Arab Emirates
United Arab Emirates
United Kingdom
United Kingdom
United States
United States
Vietnam
Vietnam
Ownership %
100.00%
60.00%
49.00% *
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
25.00%
25.00% *
25.00%
100.00%
100.00%
100.00%
100.00%
50.00%
0.00% *
50.00%
100.00%
100.00%
100.00%
100.00%
70.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
49.00%
100.00%
70.00%
100.00%
100.00%
80.00%
80.00%
100.00%
100.00%
100.00%
49.00% *
100.00%
100.00%
100.00%
49.00% *
42.50%
49.00% *
100.00%
100.00%
49.00% *
40.00%
100.00%
100.00%
100.00%
0.00% *
49.00% *
137
GroupCorporate structureWilh. Wilhelmsen Holding ASA Annual Report 2020 wilhelmsen.com
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Wilh. Wilhelmsen Holding ASA
Phone: (+47) 67 58 40 00
Postal address:
PO Box 33, NO-1324
Lysaker, Norway
Visiting address:
Strandveien 20, NO-1366
Lysaker, Norway
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