2.8.1
 

Risk Management

 

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Risk events and
trends in 2021

Risk management is a company-wide activity, under the responsibility of the Board of Management, focused on the areas of major risk exposure. We consider risk assessment and mitigation to be a continuous process, carried out against the background of an evolving risk landscape, which includes short, medium and longer term challenges. The risk of the global pandemic further materialized in 2021. By acting adequately and working with local response teams, we implemented mitigating actions to safeguard employee health and well-being and minimize business disruption. The pandemic still causes a great deal of uncertainty from a supply perspective. High global demand led to longer lead times and higher pricing in combination with logistical disruptions.

 

Risk awareness
and culture

Employees are aware of and responsible for risks while carrying out their day-to-day work. They must abide by the applicable general code of conduct and comply with all applicable laws and regulations and policies. Accell Group continuously enhances employee risk awareness through various initiatives, including targeted communications and training. The responsibility for implementing control measures is delegated to employees with responsibility for risk management in a specific area (for example, a process, a system, an asset, or information). Accell Group stimulates a culture in which weak areas in its risk management programmes or control measures are reported transparently and dealt with effectively.

 

Risk Advisory Board

Our Company is growing. With that growth comes the requirement and the responsibility to further professionalize the risk management process in order to control and mitigate the inherent risks of becoming a more complex organization. In 2021, we set up our Risk Advisory Board to play a crucial role in this professionalization initiative. This body carries the responsibility for overseeing and facilitating the risk management process, its practices and its policies within Accell Group. It serves as the linking pin between the business functions, which are ultimately responsible for the management of risks in the operations, and the Board of Management and Supervisory Board. Second line / staff functions play an important role in the Risk Advisory Board by monitoring, reporting and advising on key risks in their respective areas. Six Risk Advisory Board meetings were held in 2021.

Governance (lines of defence)

The Board of Management has final responsibility for the effective control of risks. The risk control and compliance oversight functions established by management are the second line of defence, an independent assurance is the third line of defence (see table).

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To be able to evaluate the effectiveness of measures, the Group departments (second line) regularly inform and advise the Board of Management about the progress and outcomes of the various risk management programmes. Internal Audit reports independently to the Board of Management and to the Audit Committee on the effectiveness of the risk management and internal control framework, policies and procedures. First line management is pro-actively advised on any required improvements. An annual internal audit plan is presented to the Board of Management and on proposal of the Audit Committee approved by the Supervisory Board.

 

Engagements carried out are summarized in a report presenting the conclusions and highlighting any findings, risks, and related recommendations. For audits, a three-point grading scale is used to express the impact of the findings and the level of action required from either local management or the Board of Management. Business management is required to follow up on recommended actions and this follow-up is monitored within a desired timeframe depending on risk impact and a period for corrective action.
Internal Audit also carries out specific ad-hoc investigations at the request of the Board of Management or the Audit Committee. The Audit Committee informs the Company’s Supervisory Board.

 

The role of the Audit Committee and their report on 2021 is described in the Supervisory Board Report section of this Annual Report. The Board of Management reviews key risks on a regular basis from all regions and key central functions. Based on the risk analysis, the Board of Management implements and maintains internal risk management and control systems.

 

Where relevant, these systems are integrated in Accell Group’s operating processes to ensure that employees are conversant with these systems. The Board of Management monitors the operation of the systems. This monitoring covers the material control measures related to our key risks.

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Risk Advisory Board

The cornerstone of the three lines of 
defence model within Accell Group
 

 



Risk management framework

Accell Group’s risk management framework is based on the Enterprise Risk Management – Integrated Framework of COSO and the Dutch Corporate Governance Code. This risk management framework, established by the Board of Management, covers the approach and responsibilities for risk management across the Company. The Board of Management has defined a strategy which focuses on the business and underlying initiatives. These form the bases for Accell Group’s risk management. To safeguard the quality of the Company’s financial reporting and operational controls, Accell Group has an internal risk management and control system in place.

 

This risk management framework comprises the following components:

  • Identifying and weighing the risks associated with the various strategic options and formulating realistic objectives and related control mechanisms.
  • Identifying and evaluating the main strategic, operational, financial and compliance risks and the potential impact on the company.
  • Developing a coherent system of measures to control, limit, avoid or transfer risks. The risk management system is tailored to the size and structure of the Company.

Accell Group deploys a risk management approach that identifies and mitigates risks at all levels of the organization. The Board of Management determines the level of risk acceptance and decides on risk mitigation. 

The implementation and development of a dedicated Risk Advisory Board in 2021 is a fundamental part of the Accell Group risk management framework. 

The Risk Advisory Board helps Accell Group to communicate and successfully embed risk management within the Company, it sets out clear lines of communication to all internal stakeholders to ensure risk management gets the attention it needs to increase its maturity. The Risk Advisory Board is not a ‘’second line party’’ but supports and facilitates the first line in making transparent decisions and placing the correct priority on mitigating activities for key risks to Accell Group’s business. It serves as the linking pin between the business and the second line.

Accell Group’s risk management framework does not provide absolute certainty that all risks can be prevented or mitigated adequately and in time. The purpose of the risk management framework is to provide a reasonable level of assurance regarding the effectiveness of internal controls pertaining to strategic, financial, compliance and operational risks that may affect the organization's objectives.

Risk profile and risk acceptance

The most significant risks have been identified and clustered into four categories: strategic risks, operational risks, compliance risks and financial & reporting risks. For each risk we then appraise the possible impact on the organization and the likelihood that this risk will occur. This potential impact includes financial and non-financial factors such as reputation.

It is the Board of Management’s duty to weigh the business opportunities against the expectations and interest of shareholders, employees and other strategic stakeholders. Decisions regarding changes or fine-tuning of our business models are taken by the Board of Management in accordance with the risk acceptance of Accell Group. A balance is explicitly sought between acceptable risk on the one hand and the entrepreneurship conducted in the context of long-term value creation on the other.

The approach Accell Group has chosen to deal with these risks has been determined per risk category:

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Strategic risks

With the ambition ‘to become market leader in the mid and higher segment of the bicycle and parts & accessories market in every country in which we operate in a consumer-centric and socially responsible way’, taking and accepting strategic risks in a balanced manner is inevitable.
 

Compliance risks

Compliance with all applicable laws and regulations including Accell Group’s Code of Conduct is of fundamental importance to the Company.

 

Operational risks

Accell Group seeks to limit the risks (including climate change related risk), that may jeopardize the execution of its business activities and is averse to risks that could jeopardize the product safety. In addition, Accell Group applies high safety standards to ensure a safe working environment in its operations - factories and warehouses. Reporting on safety is part of the reporting cycle.

Financial and reporting risks

Accell Group is averse to risks that could endanger the integrity of finance and reporting, we have a prudent financing strategy and a strict credit policy.

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In 2021 Accell Group made various improvements in the risk management process:

  • Accell Group set up the Risk Advisory Board as the cornerstone of the three lines of defence risk model. We also appointed a dedicated risk manager.
  • Accell Group has appointed internal control managers who monitor internal control-related activities. An important part of these activities is to further embed the Accell Internal Control Framework and to oversee the annual testing of internal controls.
  • Established and executed the compliance plan. Additional legal staff has been hired to draft and issue policies, monitor developments in legislation and to implement compliance requirements in the processes within the company. 
  • Successful roll-out of the new Code of Conduct and mandatory e-learning by all staff.
  • A manual on Competition Law was issued and webinars and trainings for sales and marketing staff were held.
  • We recruited an Information Security Officer, who will drive the further embedding of cyber security and data privacy related actions.
  • We rolled out the S&OP program to further align all regions, procurement, the factories and finance in the end-to-end process. Data has been harmonized in 2021 by using common keys, enabling a further step up in planning.
  • Established the supplier contracting plan to further standardize framework purchasing agreements including topics as the Supplier Code of Conduct, the General Terms of Purchasing and ESG.
  • Established the supplier audit plan to further assess the supplier compliance, supplier performance and the ESG 2023 readiness.

 

Further improvements planned for 2022:

The Company is planning the following actions and/or improvements for 2022 on Accell Group's risk control system:

  • Continuation and further professionalization of the Risk Advisory Board and further collaboration between risk management, internal control and internal audit.
  • More detailed guidance on the new Code of Conduct by means of dedicated on-site or virtual sessions for the management of the Group’s companies. The purpose is to enable managers to cascade the Code of Conduct to their teams. Content of the session will also include dilemmas and discussion. 
  • Further roll-out and embedding of the Accell Internal Control Framework, as part of the internal control framework, IT controls will be strengthened and embedded (e.g. segregation of duties within systems).
  • Systems and Data: Accell Group will continue to optimize Data Management especially on components; we will perform various upgrades on the current ERP systems.
  • Roll-out of the supplier contracting plan to further standardize the purchasing agreements including the new Supplier Code of Conduct, the General Terms of Purchasing, all taking into account (forthcoming) ESG legislation.
  • Roll-out of the supplier audit plan to further assess the supplier compliance, supplier performance and the ESG 2023 readiness.

 

 

Key risks and mitigation of these risks

The Board of Management has identified the most significant risks to the achievement of Accell Group's objectives and strategy, on the basis of probability of occurrence and/or impact. Risks have been categorized as strategic, operational, financial and compliance risks. Social and environmental risks have been integrated in these categories with a view to integrated reporting. The following overview represents the key risks, including the mitigating measures, to which the Company is exposed. Some risks may only be listed once, while they may fit into more than one risk category.

Market: Offline to Online

STRATEGIC RISK

Consumer purchasing behaviour is shifting from offline (traditional bike retail) to online, a trend that has been accelerated by COVID-19. There is a risk that Accell will lose market share as a result of changes in distribution channels.

Mitigation of the risk
Accell Group wants to ensure that its products are available via all channels, both offline and online:
• In 2021, we continued the roll-out of D2C platforms across regions.
• In addition to this, Accell Group strengthened partnerships with online players, both in bikes and the parts and accessories business.
• Selective distribution contracts mitigate the risk of channel and price conflicts.
• Where needed, Accell Group will also explore M&A as an opportunity to capture new business models and channels.
• Accell Group will drive strong availability in the offline channel through the dealer network and continue to roll- out click & collect across countries.

Further activities planned for 2022
• The mitigation actions of 2021 will be continued in 2022.

 

Market: Competition

STRATEGIC RISK

The bicycle sector is marked by competition between existing providers and new providers entering the market. There is a risk that Accell Group is unable to respond effectively, leading to loss of market share.

Mitigation of the risk
Accell Group has identified various actions:
• Through market research and market visit reports, Accell Group spends a great deal of time gaining understanding of the latest trends. The outcome of this is used in a consistent and sharp positioning for our brands, which is visible through our brand portfolio (e.g. innovations) and brand communications (online and offline).
• Accell Group continues to invest in innovation to differentiate itself from the competition. Accell brands continue to win innovation awards.
• Availability, managed through the S&OP process, is a key enabler for Accell Group to drive sales and stay ahead of the competition.
• Our order portfolio remains strong.
• If necessary, Accell Group will also explore M&A as an opportunity to capture new segments and meet changed customer needs.

Further activities planned for 2022
• The mitigation actions of 2021 will be continued in 2022.

Pandemic

STRATEGIC RISK

Impact of a (global) pandemic on the world economy, the (end) markets in which Accell Group is active and its business operations. The COVID-19 pandemic resulted in the implementation of significant measures by governments, including lockdowns, quarantines, travel bans, vaccinations and working from home intended to control the spread of the virus. The pandemic continues to cause a great deal of uncertainty from a supply perspective. High global demand leading to longer lead times and higher pricing in combination with logistical disruptions.

Mitigation of the risk
The measures include but are not limited to:
• The health, safety and well-being of our employees is and will remain our first priority. There are various preventive measures taken that support the well-being of our employees. This includes facilitating safe and ergonomic possibilities to work remotely.
• Strong financial position to respond to a possible downturn in activities. This includes sufficient headroom for working capital purposes.
• Performing scenario analyses including assessment of the financial impact on Accell Group, including the impact on turnover, gross margin, operating expenses and the impact on our net debt/EBITDA ratio agreed with our banks.
• Active involvement with our strategic suppliers and increase in stock for critical components.

Further activities planned for 2022
• Continuous effort to focus on the health, safety and well-being of our employees.
• Further strengthening Accell’s financial position with a focus on working capital improvements.

 

Product liability

OPERATIONAL RISK

Defects in products may result in injuries to and claims from end users. These can result in financial damage and/or damage to the Company’s reputation.

Mitigation of the risk
Accell Group takes great care to ensure the quality and safety of its products. Quality is embedded in the innovation teams as part of the design phase and is embedded at each factory and overseen by a Group quality director, who drives following actions:
• The use of standards on quality and compliance across Accell Group and applied in product development, production and logistics.
• Test and control systems.
• Recall scenarios in place.
• Establishing a strong and centralized demand and contract management organization.
• Include a right to audit clause in supplier contracts and the possibility to conduct regular audits.
• Actively collecting feedback from dealers and consumers (also through newly implemented CRM tooling).
• Reporting through quality dashboarding (to among others the Board of Management).
• Accell Group continues to invest in its test capability and capacity.

In addition, Accell Group maintains close contacts with government bodies and advocacy groups to safeguard and improve the safety of bicycles. Accell Group has insurance policies in place to cover general, product and recall liability.

Further activities planned for 2022
• Extended testing plan during the production life cycle.
• Engage in supplier audits.

Disparity between available
supply and demand

OPERATIONAL RISK 

Given (increased) lead times in the bike business, in combination with model changes (innovations), there is a risk of shortages or surpluses of bike stock. Planning of supply has become more difficult, given longer lead times from suppliers (as a result of increase in global demand driven by the pandemic). This means there is a risk of over or undersupply of bikes, resulting in increased Trade Working Capital or loss of market share.

Mitigation of the risk
Accell Group uses seasonal production and sales plans and aims to continuously improve the predictability of its sales. This is based on the Sales and Operational Planning (S&OP) process. A review of the S&OP has taken place and an E2E planning improvement program has been launched. Accell has taken several steps to improve the S&OP process:
• Onboarding of new Group planning and procurement staff.
• Strategic S&OP process defined and validated.
• Further alignment between the Board of Management, Group management and regional management.
• Creation of planning communities.
• Main set of KPIs defined and validated.
• Implemented data harmonization.
• Selection of planning tool in 2022.

Further activities planned for 2022
• Implementation of improved planning tools & systems.
• Further develop the new ways of working.

 

Cyber risks

OPERATIONAL RISK

Failure to implement or update technologies, processes and practices designed to protect networks, computers, programmes and data from attack, damage, or unauthorized access. 

Mitigation of the risk
The measures include but are not limited to the following topics:
• Risk based security measures aimed at reducing the risks linked to current and new technologies.
• Extensive controls for (privileged) users to access applications and sensitive data.
• Disaster Recovery procedures and test for key systems.
• Accell Group introduced a gamified cybersecurity training that works by sending simulated phishing attacks. These teach employees how to avoid the traps that could potentially lead to cash or information losses.
• Accell Group started an external security review and this will continue in 2022, to highlight deficiencies and to create an action plan to mitigate these risks.

Further activities planned for 2022
• Increase resilience by further implementing business continuity and crisis management capabilities.
• Increase the capabilities to detect and mitigate risks in Accell’s IT landscape.

Disaster risks

OPERATIONAL RISK

Accell Group evaluates its vulnerability, preparedness for and response to managing emerging and unforeseen disaster risks (including risk as a consequence of climate change) such as flooding and fire.

Mitigation of the risk
The measures include but are not limited to the following topics:
• Local disaster prevention plans are in place for each factory, consisting amongst other of fire protection measures, battery storage rooms, safety and evacuation training.
• An emergency sourcing plan is part of the day-to-day business and faces challenges due to the pandemic. Accell Group will continue to develop this plan across its factories, including paint shops and assembly facilities. This also entails supply restore timings and alternative usages of components within reasonable timeframes.
• Furthermore, Accell Group has set up a disaster recovery plan for all major IT disruptions in its primary data centre.
• Accell Group has insurance policies in place to cover property damage and business interruption and marine cargo risk.

Further activities planned for 2022
• Further measurement of the effectiveness of fire protection measures, battery storage rooms, safety and evacuation training including third party warehouses.
• As part of the above- mentioned disaster recovery plan, the full restore of back-ups are planned and will be tested.

 

Currencies

FINANCIAL AND REPORTING RISK

The Company’s turnover, profit and cash flow are subject to exchange rate fluctuations in (partly) non-functional currencies. This pertains regularly to the US dollar, the Taiwanese dollar, the British pound and also to the Turkish lLira due to its strong depreciation in 2021, and to a lesser extent the Japanese yen and the Chinese yuan. Volatility of currencies puts pressure on profit margins.

Mitigation of the risk
Accell Group seeks to minimize the impact of foreign exchange fluctuations: 
• The foreign currency risk strategy is established in the Treasury policy including responsibilities, authorizations and reporting.
• Accell Group hedges 75%-100% of its forecast purchases in foreign currencies for one year ahead following a monthly rolling approach.
• Exchange rate risk that arises from the translation of net investments in currencies other than the euro is not hedged. Monetary assets and liabilities in the same currency are netted as much as possible.
• We overcome time differences between the settlement of forward transactions and sales and purchase contracts by using foreign currency bank accounts or by rolling over forward contracts.
• The average hedge rates approximate the average market rates.
• All derivatives used have an underlying economic basis. This principle is applied strictly to prevent potentially speculative positions.

Further activities planned for 2022
• The current risk mitigation actions are deemed sufficient and will be continued in 2022.

Financing

FINANCIAL AND REPORTING RISK

The Company is financed through a syndicated loan facility provided by 6 international banks, which is used to cover the long-term financing need, absorb seasonal fluctuations in working capital and, to finance (smaller) acquisitions. There is a risk that the company will not be able to obtain the required financial resources or will be unable to obtain those resources in time to meet its financial obligations, which may endanger the going concern and growth of the Company. 

Mitigation of the risk
Accell Group mitigates this risk with a long-term financing facility committed for several years:
• The facility is in line with the characteristics of the company and provides the financing parties with sufficient transparency and security.
• The conditions of the committed facility are explained in more detail in section 9 of the notes to the financial statements of this annual report.
• Accell Group reviewed its loan facilities in early 2020, which led to a rebalancing between the term loan and the seasonal facility.
• Given the uncertainty and volatility at the start of the COVID-19 pandemic, Accell Group used scenario planning to identify liquidity risks. Additional liquidity (€ 115 million) was arranged in time to prevent any adverse risks to the Accell Group.
• The additional term loan of € 115 million was fully repaid in 2021, given the positive business development and a seasonal revolving credit facility was made available throughout the whole year.

Further activities planned for 2022
• The current risk mitigation actions are deemed sufficient for 2021 and will again be reassessed for 2022 and following years.

 

GDPR & data protection

COMPLIANCE RISK

Exposure of personal data or consumer data to unauthorized groups (internal or external) resulting in reputational damage, fines and loss of sales.

Mitigation of the risk
The executed risk mitigation measures include but are not limited to:
• An external review to highlight deficiencies and to create an action plan to mitigate these risks.
• Based on the outcome of the external review Accell Group started an improvement project of which the action plan is a part to mitigate these risks.
• Some improvements have already been made:
  - a DPO has been appointed (in January 2022).
  - country privacy ambassadors have been appointed.
  - some existing GDPR documents have been updated.

Further activities planned for 2022
The improvement project will continue in 2022.
• Among other things an e-learning will be rolled out for awareness creation.
• Knowledge and awareness will be further rolled out in other countries via appointed country privacy ambassadors.

Non-compliance

COMPLIANCE RISK

Accell Group is committed to compliance with laws and regulations in the various countries in which it operates, as it can be held liable for the consequences of non-compliance. Changes in law and regulations could mean that products, services, policies and/or procedures are not adapted (or not adapted quickly enough) potentially exposing Accell Group to risks such as fines, sanctions and loss of customers, profits and reputation. Given Accell Group’s multi-jurisdictional presence, the risk profile has increased since there is a mix of international laws and regulations, like for example import duties, anti-dumping rules, the UK Bribery Act, Trade Sanctions, Export Controls and Brexit that have to be monitored and complied with.

Mitigation of the risk
Accell Group has established policies and procedures aimed at compliance with applicable laws and regulations: 
• We have a Code of Conduct that goes beyond the compliance within the legal and regulatory framework by providing guidance on behaviour.
• We adapt to local situations by building strong local entities and developing an appropriate approach to coping with dilemmas within the boundaries of applicable laws and responsible conduct.
• Management carries out regular reviews to identify risks and to ensure that adequate systems are in place to manage those risks. We analyse and assess changes in applicable laws and regulations and, when necessary, we make appropriate changes.

 




• We have laid down the basic rules for the directors of our companies in management regulations (last update effective 1 January 2019), pertaining to matters such as the mandatory involvement of the Board of Management in important decisions and documenting the authorization of the same.
• We have provided finance staff with guidelines and instructions, including controls, pertaining to the structure and maintenance of the financial administration and reporting systems. The guidelines and instructions comply with prevailing IFRS standards.
• Each year, the directors of Accell Group’s local companies sign a Letter of Representation, a detailed statement pertaining to matters such as the integrity of their annual financial reports, the existence and functioning of their internal control systems and compliance with applicable laws and regulations, as well as the Accell Group Code of Conduct.

Further activities planned for 2022
• Embedding of the Code of Conduct into the organization, for example through live session for Management and
roll-out of 3 refresher courses connected with the 2021
E-Learning.
• Implementation of Trade Sanctions and Embargoes Policy.
• Selection and implementation of screening tool.