Ed. Scharwächter GmbH
Selbe AdresseHerstellung von Schlössern und Beschlägen aus unedlen Metallen
Grundlegende Informationen zum Unternehmen
Öffentliche Bekanntmachungen aus dem Handelsregister
Gesetzliche Vertreter dieser Organisation
| Name | Rolle |
|---|---|
Roberto Aristi Ansorena seit 17.1.2023 | Geschäftsführer |
Cesar Pontvianne de la Maza seit 1.9.2022 | Geschäftsführer |
Ervin Jahić seit 29.12.2020 | Geschäftsführer |
Francisco José Riberas Mera seit 20.7.2010 | Geschäftsführer |
Natürliche Personen, die das Unternehmen letztendlich besitzen oder kontrollieren – ermittelt durch Auflösen der Gesellschafterkette
| Name | Anteil |
|---|---|
Gestamp Metalbages S.A. | 67.00% |
Gestamp Polska Sp.z.o.o. | 33.00% |
Eigentümer- und Gesellschafterstruktur des Unternehmens
2 Gesellschafter
GmbH-Struktur
Unternehmen, an denen diese Organisation direkt beteiligt ist
| Name | Anteil |
|---|---|
| No data available | |
Öffentlich zugängliche Berichte in Volltext
Edscha Holding GmbHRemscheidBefreiender Konzernabschluss zum Geschäftsjahr vom 01.01.2022 bis zum 31.12.2022GESTAMP AUTOMOCIÓN, S.A.Madrid/SpanienErnst & Young, S.L. Calle de Raimundo Fernández Villaverde, 65 28003 Madrid Tel: 902 365 456 Fax: 915 727 238 ey.com AUDIT REPORT ON CONSOLIDATED FINANCIAL STATEMENTS ISSUED BY AN INDEPENDENT AUDITOR(Translation of a report and financial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails Audit report on the consolidated financial statementsOpinionWe have audited the consolidated financial statements of GESTAMP AUTOMOCIÓN, S.A. (the parent) and its subsidiaries (the Group), which comprise the consolidated balance sheet at December 31, 2022, the consolidated income statement, the consolidated statement of other comprehensive income, the consolidated statement of changes in equity, the consolidated cash flow statement, and the notes thereto, for the year then ended. In our opinion, the accompanying consolidated financial statements give a true and fair view, in all material respects, of consolidated equity and the consolidated financial position of the Group at December 31, 2022 and of its financial performance and its consolidated cash flows, for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union (IFRS-EU), and other provisions in the regulatory framework applicable in Spain. Basis for opinionWe conducted our audit in accordance with prevailing audit regulations in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the ethical requirements, including those related to independence, that are relevant to our audit of the consolidated financial statements in Spain as required by prevailing audit regulations. In this regard, we have not provided non-audit services nor have any situations or circumstances arisen that might have compromised our mandatory independence in a manner prohibited by the aforementioned requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit mattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our audit opinion thereon, and we do not provide a separate opinion on these matters. Measurement of intangible assets and property, plant, and equipmentDescriptionAs explained in notes 10 and 11 to the accompanying consolidated statement of financial position, at December 31, 2022, the Group had goodwill, other intangible assets, and property, plant, and equipment in the respective amounts of 127,467 thousand, 401,437 thousand, and 4,645,651 thousand euros. Management conducts impairment tests annually for cash generating units (CGUs) with goodwill, assets assigned indefinite useful lives or property, plant, and equipment with indications of the impairment. These impairment tests are made by calculating value in use based on a cash flow discount rate forecasted in CGU budgeted projections. The related analyses require complex estimates that entail making significant judgments in establishing assumptions regarding the CGU's future cash flows. Given the significant amounts of intangible assets and property, plant and in addition to as well as the inherent complexity of the analysis performed by Group management, we determined this to be a key audit matter. The accounting policies, as well as the method of calculating value in use, the recoverability analysis performed on the CGUs and the information included in conformity with the applicable financial reporting framework are described in notes 6.7, 7, 10 and 11 to the accompanying consolidated financial statements. Our responseAmong others, our audit procedures included the following:
Recoverability of deferred tax assetsDescriptionAs indicated in Note 24, at December 31, 2022, the Group had deferred tax assets totaling 447,579 thousand euros corresponding to tax credits and other deductible temporary differenced which Group management expects to recover or reverse in the future. Group management's assessment of the recoverability of the deferred tax assets is made using its estimates of future taxable profit based on the Group's financial projections and business plans and contemplating applicable tax regulations at any given time. The determination of the amount to be recovered in the future requires that management make significant judgments in establishing Group management's assumptions based on a reasonable period and the level of future taxable profit. Given that the amounts of deferred tax assets are significant, and the inherent complexity of the analysis performed by Group management, we determined this to be a key audit matter. The accounting policies and Information included in conformity with the applicable financial reporting framework are described in the accompanying notes 6.18, 24, and 29 to the consolidated financial statements. Our responseAmong others, our audit procedures included the following:
Revenue RecognitionDescriptionAs explained in note 1 to the accompanying consolidated financial statements, the Group's business focuses on the development and manufacture of metal parts for the automobile industry, via stamping, assembly, welding and joining of formats, as well as the construction of tools (matrices for manufacturing parts) and machinery. As explained in note 6.11 to the accompanying consolidated financial statements, the Group's contracts include variable consideration resulting from price increases under negotiation that are estimated based on the expected probability method and are limited to the amount that is not expected to be reversed in the future. Given the complexity of the judgments required and the significance of the amounts involved, we determined this to be a key audit matter. Our responseAmong others, our audit procedures included the following:
Other information: consolidated management reportOther information refers exclusively to the 2022 consolidated management report, the preparation of which is the responsibility of the parent company's directors and is not an integral part of the consolidated financial statements. Our audit opinion on the consolidated financial statements does not cover the consolidated management report. Our responsibility for the consolidated management report, in conformity with prevailing audit regulations in Spain, entails: a. Checking only that the consolidated non-financial statement and certain information included in the Corporate Governance Report and in the Board Remuneration Report, to which the Audit Law refers, was provided as stipulated by applicable regulations and, if not, disclose this fact. b. Assessing and reporting on the consistency of the remaining information included in the consolidated management report with the consolidated financial statements, based on the knowledge of the Group obtained during the audit, in addition to evaluating and reporting on whether the content and presentation of this part of the consolidated management report are in conformity with applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are required to disclose this fact. Based on the work performed, as described above, we have verified that the information referred to in paragraph a) above is provided as stipulated by applicable regulations and that the remaining information contained in the consolidated management report is consistent with that provided in the 2022 consolidated financial statements and its content and presentation are in conformity with applicable regulations. Responsibilities of the parent company ́s directors and the audit committee for the consolidated financial statementsThe directors of the parent company are responsible for the preparation of the accompanying consolidated financial statements so that they give a true and fair view of the equity, financial position and results of the Group, in accordance with IFRS-EU, and other provisions in the regulatory framework applicable to the Group in Spain, and for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the directors of the parent company are responsible for assessing 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 the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The audit committee is responsible for overseeing the Group's financial reporting process. Auditor's responsibilities for the audit of the consolidated financial statementsOur objectives are to obtain reasonable assurance about whether the consolidated 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 prevailing audit regulations in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with prevailing audit regulations in Spain, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
We communicate with the audit committee of the parent company 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 audit committee of the parent company with a statement that we have complied with relevant ethical requirements, including those related to independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the consolidated 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. Report on other legal and regulatory requirementsEuropean single electronic formatWe have examined the digital files of the European single electronic format (ESEF) of GESTAMP AUTOMOCIÓN, S.A. and subsidiaries for the 2022 financial year, which include the XHTML file containing the consolidated financial statements for the year, and the XBRL files as labeled by the entity, which will form part of the annual financial report. The directors of GESTAMP AUTOMOCIÓN S.A. are responsible for submitting the annual financial report for the 2022 financial year, in accordance with the formatting and mark-up requirements set out in Delegated Regulation EU 2019/815 of 17 December 2018 of the European Commission (hereinafter referred to as the ESEF Regulation). Our responsibility consists of examining the digital files prepared by the directors of the parent company, in accordance with prevailing audit regulations in Spain. These standards require that we plan and perform our audit procedures to obtain reasonable assurance about whether the contents of the consolidated financial statements included in the aforementioned digital files correspond in their entirety to those of the consolidated financial statements that we have audited, and whether the consolidated financial statements and the aforementioned files have been formatted and marked up, in all material respects, in accordance with the ESEF Regulation. In our opinion, the digital files examined correspond in their entirety to the audited consolidated financial statements, which are presented and have been marked up, in all material respects, in accordance with the ESEF Regulation. Additional report to the audit committeeThe opinion expressed in this audit report is consistent with the additional report we issued to the audit committee on February 27, 2023. Term of engagementThe (ordinary/extraordinary) general shareholders' meeting held on May 10, 2022 appointed us as auditors for 1 year, commencing on December 31, 2022. Previously, we were appointed as auditors by the shareholders for 1 year and we have been carrying out the audit of the consolidated financial statements continuously since December 31, 1999.
February 27, 2023 ERNST & YOUNG, S.L. Registered in the Official Register of Auditors under No. S0530 Signed on the original version in Spanish María Florencia Krauss Padoani Registered in the Official Register of Auditors under No. 22706 Consolidated Financial Statements and Consolidated Directors' Report for the year ended 31 December 2022CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT DECEMBER 31, 2022 AND DECEMBER 31, 2021(In thousands of euros)ASSETS
EQUITY AND LIABILITIES
CONSOLIDATED INCOME STATEMENT FOR THE PERIOD ENDED DECEMBER 31, 2022 AND DECEMBER 31, 2021(In thousands of euros)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED DECEMBER 31, 2022 AND DECEMBER 31, 2021(In thousands of euros)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED DECEMBER 31, 2022(In thousands of euros)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED DECEMBER 31, 2021(In thousands of euros)
CONSOLIDATED STATEMENT OF CASH FLOW FOR THE PERIOD ENDED DECEMBER, 31 2022 AND DECEMBER, 31 2021(In thousands of euros)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2022Nota 1. Activity of Gestamp Automoción, S.A. and Subsidiaries (hereinafter, the Group)The company GESTAMP AUTOMOCIÓN, S.A. (limited company), hereinafter the Parent Company, was incorporated on 22 December 1997. Its registered office is in Abadiano (Vizcaya, Spain), at the Lebario Industrial Park. Its corporate purpose is to provide advisory and financing services and a link with the automobile industry for all its subsidiaries. Since 7 April 2017 the shares of the Parent Company are listed in the four Spanish Stock Exchanges (Madrid, Barcelona, Valencia and Bilbao). The Parent Company, in turn, forms part of a group headed by its majority shareholder, Acek Desarrollo y Gestión Industrial, S.L., and the companies forming such group perform significant commercial and financial transactions under the terms and conditions established among the parties on an arm's length basis. Intra-Group and related parties transfer prices are duly documented in a transfer price dossier as stipulated by the prevailing legislation. The Group's subsidiaries centre their activities around the development and manufacture of metal components for the automotive Industry via stamping, assembly, welding, tailor welded blanks, the construction of tools (moulds for the manufacture of parts) and machinery and the Group also has services companies and companies engaging in the research and development of new technologies. In addition, the companies incorporated in 2022 by the Sideacero subgroup (Note 3) centre their activity on the management of metal waste (iron and non-iron). Most of the Group's activities are located in the Western Europe segment; the North America segment constitutes the second most significant geographic market and the Asia segment the third one (Note 9). Group sales are concentrated across a limited number of customers due to the nature of the automotive Industry. However, the Group supplies products globally to the top 12 vehicle manufacturers by volume worldwide, and new customers are being added, in line with the Group's growth and diversification strategy. The climate change aspects are mentioned in Note 33.2 Environmental matters Nota 2. Scope of Consolidation2.a Breakdown of scope of consolidationAppendix I lists the companies forming the scope of consolidation, together with the consolidation method used, registered office, line of business, ownership interest (direct and indirect) and the auditors of such companies. Appendix II lists the companies that hold the indirect investments, corresponding to 31 December 2022 and 31 December 2021. No significant subsidiaries have been excluded from the scope of consolidation. The closing of the financial year for the companies included in the scope of consolidation is 31 December, with the exception of the subsidiaries Gestamp Services India Private, Ltd., Gestamp Automotive India Private, Ltd, Gestamp Automotive Chennai Private Ltd., Gestamp Pune Automotive Private Ltd and Gescrap India Private, Ltd. whose financial years close on 31 March. However, an accounting close at 31 December was performed to include the financial statements of these companies in the Consolidated Financial Statements at 31 December 2022 and 31 December 2021. The following German subsidiaries are included in these consolidated financial statements using the full consolidation method and are exempt from the responsibility of auditing their financial statements and publishing their own consolidated accounts for 2022 in Germany, using the additional regulation of §264 (3) German Commercial Code:
There are no significant restrictions on the capability of accessing to or using the assets or settle the liabilities of the subsidiaries included in the consolidation scope. 2.b Changes in the scope of consolidation2022Business combinations
Inclusion in the scope of consolidation due to formation
Changes in ownership percentage
The sales price of the ownership interest amounted to 13,317 thousand euros, which was paid in the same procedure by bank transfer. Since the transaction involves a change in the ownership interest retaining the control, the difference between the adjustment of the non-controlling interest (30,139 thousand euros) (Note 19) and the fair value of the consideration paid (13,317 thousand euros) was recognised directly in equity (16,822 thousand euros) (Note 17). The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, increasing the result of the operation and decreasing the non-controlling interest by 4,669 thousand euros. This amount is included in the line "Variation in translation differences" in the Consolidated Statement of Changes in Equity.
The sales price of the ownership interest amounted to 19,732 thousand euros, which was paid in the same procedure by bank transfer. Since the transaction involves a change in the ownership interest retaining the control, the difference between the adjustment of the non-controlling interest (8,449 thousand euros) (Note 19) and the fair value of the consideration paid (19,732 thousand euros) was recognised directly in equity (-11,283 thousand euros) (Note 17). The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, decreasing the result of the operation and increasing the non-controlling interest by -5,774 thousand euros. This amount is included in the line "Variation in translation differences" in the Consolidated Statement of Changes in Equity. Exclusions from the scope of consolidation
2021Inclusion in the scope of consolidation due to formation
Changes in ownership percentage
The sales price of the ownership interest amounted to 25,728 thousand euros, which was paid in the same procedure by bank transfer. Since this transaction entailed change in shareholding in the subsidiaries retaining control over them, the difference between the adjustment to the non-controlling interests (33,530 thousands of euros (Note 19)) and the fair value of the consideration paid (25,728 thousands of euros) was directly recognised in equity (7,802 thousands of euros). The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, increasing the result of the operation commented in the previous paragraph, by an amount of 194 thousand euros.
The sales price of the ownership interest amounted to 4,408 thousand euros, which was paid in the same procedure by bank transfer. Since this transaction entailed change in shareholding in the subsidiaries retaining control over them, the difference between the adjustment to the non-controlling interests (9,815 thousands of euros (Note 19)) and the fair value of the consideration paid (4,408 thousands of euros) was directly recognised in equity (5,407 thousands of euros). The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, decreasing the result of the operation commented in the previous paragraph, by an amount of 729 thousand euros.
The sales price of the ownership interest amounted to 9,796 thousand euros, which was paid in the same procedure by bank transfer. Since this transaction entailed change in shareholding in the subsidiaries retaining control over them, the difference between the adjustment to the non-controlling interests (4,089 thousands of euros (Note 19)) and the fair value of the consideration paid (9,796 thousands of euros) was directly recognised in equity (-5,707 thousands of euros). The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, increasing the result of the operation commented in the previous paragraph, by an amount of 2,269 thousand euros. Nota 3. Business combinations2022Sideacero, S.L.On 1 December 2022, the Parent Compnay signed a purchase agreement for Sideacero S.L. whereby it acquired 33.34% of the capital of that company for 100,000 thousand euros, which was paid in full at the time of acquisition. The agreement has no contingent consideration. Sideacero, S.L. is in turn the Parent Company of the Gescrap and Reimasa subgroups, which manage both iron and non-iron metal waste. The fair value of the assets and liabilities of Sideacero and its subsidiaries at 1 December 2022 was as follows:
The goodwill relates to the synergies expected from the integration of the Sideacero subgroup business into the operations of the Gestamp Automoción Group. This consolidated goodwill is not tax deductible. The main measurement criteria used to calculate the fair value of the different headings are as follows: Intangible and assets and PPE: the valuation has been made on the basis of the carrying amount at the time of acquisition. Given the type and age of the assets, it is considered that there are no significant capital gains. Inventories: have been valued on the basis of the sales value in accordance with the criteria established by IFRS 15. Trade receivables: the valuation has been made on the basis of their nominal value. Current and non-current liabilities: the valuation has been made on the basis of their nominal value. Trade accounts payables: the valuation has been made on the basis of their nominal value. There were no significant costs associated with this transaction. The revenue and EBITDA attributable to the combination from the acquisition date until 31 December 2022 amounted to 17,554 thousand euros and 2,028 thousand euros, respectively. If the business combination had taken place at the beginning of the financial year 2022, the Sideacero subgroup would have contributed approximately 641 million euros in revenue and 59 million euros in EBITDA. The headcount of the Sideacero subgroup incorporated into the Group comprised 616 people. 2021There were no business combinations in 2021. Nota 4. Basis of presentation4.1 True and fair viewThe Group's Consolidated Financial Statements at 31 December 2022 have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, approved by the European Commission regulations in force at the aforementioned date. The Consolidated Financial Statements have been prepared on the basis of the accounting records of each Group company at 31 December 2022 and 2021. Each company prepares its Financial Statements in accordance with the accounting principles and standards in force in the country in which it operates; the required adjustments and reclassifications were made in the consolidation process in order to harmonise the policies and methods used to adapt them to IFRS. These Consolidated Financial Statements for the year ended 31 December 2022 were prepared by the Board of Directors of Gestamp Automoción, S.A. at its meeting held on 27 February 2023, to be submitted to the approval of the General Shareholders' Meeting, and it is considered that they will be approved without any changes. The figures contained in these Consolidated Financial Statements are expressed in thousands of euros, unless otherwise indicated and, consequently, they may be rounded off. 4.2 Comparison of informationAs explained in Note 2.b, the most significant incorporation in 2022 was that of the Sideacero subgroup. The following companies were also incorporated: Changchun Xuyang Gestamp Auto Components Co., Ltd., Gestamp Wolfsburg GmbH, Gestamp Automotive Vitoria, S.L., Edscha Mechatronics Solutions GmbH, Smart Industry Consulting and Technologies, S.L.U Gestamp Proyectos Automoción 1, S.L. and Gestamp Proyectos Automoción 3, S.L. The companies Gestamp Washington UK Limited and Matricerías Deusto, S.L. were dissolved. During the financial year 2021, the company Gestamp New Energy Vehicle Components (Beijing) Co. was incorporated. There was no restatement of comparative balances. 4.3 Basis of consolidationThe Consolidated Financial Statements comprise the financial statements of the Parent Company and subsidiaries at 31 December 2022. The Group controls a subsidiary if and only if the Group in turn:
When the Group does not hold the majority of voting rights or similar rights of the subsidiary, the Group considers all relevant facts and circumstances to assess the existence of control. This includes:
When facts and circumstances indicate changes in one or more elements determining control over a subsidiary, the Group reassesses the existence of control over such subsidiary (Note 7). Subsidiaries are fully consolidated from the acquisition date, when the Group obtains control, and continue to be consolidated until the date when such control ceases. If the Group loses or relinquishes control of a subsidiary, the Consolidated Financial Statements include that subsidiary's results for the portion of the year during which the Group held control thereover. The financial statements of the subsidiaries have the same closing date as the Parent Company, except for the companies mentioned in Note 2.a. The said companies have an additional closing for the financial year for their inclusion in the Consolidated Financial Statements, being elaborated with the same accounting policies in a uniform and coherent procedure. The profit or loss of a subsidiary company is attributed to non-controlling interests, even if it involves recording a debit balance with them. Changes in shareholding percentage that do not mean loss of control are reflected as an equity transaction. When the Group loses control of a subsidiary:
SubsidiariesThe full consolidation method is used for companies included in the consolidation scope, controlled by the Parent Company, in accordance with the definition included at the beginning of this section. AssociatesInvestments in which the Group has significant influence, but not control have been consolidated under the equity method. Significant influence is the power to participate in the financial and operating policy decisions of the subsidiary but it does not imply control or joint control on those policies. Considerations to make in order to decide whether there is significant influence are similar to those made to decide whether there is control over a subsidiary. For the purposes of preparing these Consolidated Financial Statements, significant influence is deemed to exist in investments in which the Group, directly or indirectly, holds over 20% of the investment, and in certain instances in which the Group's holding is less than 20%, but significant influence can be clearly demonstrated. Translation of financial statements of foreign companiesThe assets and liabilities and income statements of companies included in the Consolidated Financial Statements, whose functional currency is different from the presentation currency, are translated to euros using the closing foreign exchange rates method as follows:
The differences between the net carrying amount of equity of the foreign companies converted using historical exchange rates and including the result net of taxes from the Profit and Loss Account, reflecting the above-mentioned treatment of income and expenses in foreign currencies, and the net carrying amount of equity resulting from the conversion of goods, rights and liabilities using the exchange rate prevailing at the Consolidated Balance Sheet date, are registered as "Translation differences", with the corresponding negative or positive sign, in the "Equity - Translation Differences" in the Consolidated Balance Sheet (Note 18). Exchange gains and losses due to the impact of changes in the functional currency relative to the euro on foreign currency borrowings considered permanent are taken directly to equity under Translation differences, net of tax effect. Said reclassification as at 31 December 2022 represents an increase of translation differences amounting to 74.2 million euros (increase of translation differences of 62.3 million euros as at 31 December 2021). Permanent financing transactions are considered to be intragroup loans to subsidiaries whose repayment is not foreseen and are therefore treated as equity. At 31 December 2022, the Parent Company held own shares representing 0.08% of its share capital (0.12% at 31 December 2021) (Note 16.b)). The subsidiaries do not own investments issued by the Parent Company at 31 December 2022 or at 31 December 2021. The effect of the change in exchange rates when presenting the Consolidated Statement of Cash Flows using the indirect method has been calculated taking into account an average of the year for Cash and cash equivalents and the change in exchange rates has been applied at the end of each of the years. Transactions between companies included in the consolidation scopeThe following transactions and balances were eliminated upon consolidation:
Non-controlling interestsThe value of non-controlling interests in the equity and profit (loss) for the year of consolidated subsidiaries is recognised in "Non-controlling interests" in "Equity" in the Consolidated Balance Sheet and in "Non-controlling interests" in the Consolidated Income Statement and Consolidated Statement of Comprehensive Income, respectively. 4.4 Going concernThe Parent Company's directors have drawn up these Consolidated Financial Statements on a going concern basis since it considered that there are no uncertainties regarding its ability to continue as a going concern. The Group has sufficient financing in place to fund its operations. The outstanding balance at 31 December 2022 of the Group's gross financial debt amounted to 3,944.9 million euros (3.811,6 million euros at 31 December 2021) (Note 4.6), of which 68% matures at over 12 months (79% at 31 December 2021). At 31 December 2022, the Group had cash and cash equivalents totalling 2,589.0 million euros (31 December 2021: 2,326.8 million euros), and the breakdown was as follows.
4.5 Argentina and Turkey hyperinflation adjustmentSince all the inflation indicators for Argentina and Turkey point to cumulative inflation in three years exceeding 100%, and there are no qualitative matters to mitigate the situation, Argentina must be considered to be a hyperinflationary economy from 1 July 2018, as must Turkey from 1 April 2022, so IAS 29 "Financial Reporting in Hyperinflationary Economies", applies, requiring the Consolidated Financial Statements to be expressed in terms of the current measurement unit on the date of the year reported. This restatement of accounting values was carried out as follows:
The index used for the restatement of Argentine companies was a synthetic index. To restate the balances prior to 31 December 2016, the wholesale price index was used and, from 1 January 2017, the National Consumer Price Index was used. The index used for the restatement of Turkish companies was the New Consumer Price Index (2003=100) published by the Turkish Statistical Institute. The comparative figures in the Consolidated Financial Statements at 31 December 2018 with respect to the companies in Argentina were those of the previous year, that is, they are not adjusted by hyperinflation nor will they be adjusted for subsequent changes in the level of prices or exchange rates in subsequent years. This gave rise to differences between equity at the end of the 2017 and equity at the beginning of 2018 and, as an accounting policy option, these changes were presented in the Translation Differences heading. Also, the comparative figures in the Consolidated Financial Statements at 31 December 2022 with respect to the companies in Turkey are those of the previous year, that is, they were not adjusted by hyperinflation nor will they be adjusted for subsequent changes in terms of prices or exchange rates in subsequent years. This gives rise to differences between equity at the end of the 2021 and equity at the beginning of 2022 and, as an accounting policy option, these changes were presented in the Translation Differences heading. The accumulated effect on the Consolidated Financial Statements at 31 December 2022 of the inflation adjustment made in the manner described in the previous paragraphs was as follows:
Balance-sheet accounts with a positive sign relate to receivable balances and the negative sign to payable balances. Income statement accounts with a positive sign relate to expenses and the negative sign to income. 4.6 Alternative performance measuresTogether with the indicators given in the IFRS, the Group uses a set of alternative management indicators, since it considers that they help in the decision-making process and economic-financial situation and are widely used by investors, financial analysts and other stakeholders. These indicators are not defined by IFRS and thus may not be directly comparable with other similar indicators used by other companies. EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization)EBITDA is an alternative management indicator because it provides useful information regarding the plants' ability to generate operating results (before financial expenses, taxes and amortisation), segments and the Group as a whole, and it is one of the indicators used by lenders to measure our financial capacity, on comparing it with debt. EBITDA represents the operating profit before depreciation, amortisation and impairment losses. It is calculated as the difference between two aggregates defined under IFRS, without performing any adjustments thereto. The calculation of EBITDA at 31 December 2022 and 31 December 2021 is as follows:
Pro forma EBITDA at 31 December 2022 and 31 December 2021, excluding the impact of IFRS 16 that applies from 1 January 2019, would be 1,117,151 thousand euros and 912,612 thousand euros, respectively. The calculation of EBITDA at 31 December 2022 and 31 December 2021, based on the information contained in the Consolidated Statement of Cash Flows was as follows:
EBIT (Earnings Before Interest and Taxes)EBIT is the Operating Profit. It is calculated before financial expenses and taxes. CAPEXThe Group uses the CAPEX as an alternative management indicator, since it provides significant information on the investment decisions performed by the Group, and it is also related with the financing of operations. CAPEX is calculated by adding the additions to Other intangible assets and to Property, plant and equipment. CAPEX at 31 December 2022 and 31 December 2021 is as follows (Notes 10.b) and 11):
Net Financial DebtNet Financial Debt provides useful information with regard to the level of debt held by the Group related with compliance with financial obligations ("covenants"), and the changes therein relate to cash generation before lending transactions more directly than the changes in gross debt. The calculation of the Net Financial Debt at 31 December 2022 and 31 December 2021 is as follows (Note 22):
The proforma net financial debt as at 31 December 2022 and 31 December 2021, without the impact of the application of IFRS 16, would be 1,705,532 thousand euros and 1,868,110 thousand euros, respectively. Nota 5. Changes in accounting policiesa) Standards and interpretations adopted by the European Union and applied for the first time this yearThe accounting policies used in preparing these Consolidated Financial Statements are the same as those applied in the previous year, except for the following amendments applicable to the Group that entered into force for the first time in this period: Amendments to IAS 16 Property, Plant and Equipment: Proceeds before intended useThese amendments, issued by the IASB in May 2020, prohibit the deduction from the acquisition cost of assets proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by Management. Instead, these amounts will be recorded in the income statement. The Group saw no any significant impact from these changes. Amendments to IAS 37 - Cost of fulfilling a contractThese amendments, issued by the IASB in May 2020, detail the costs that entities should include when assessing whether a contract is onerous or loss-making. The amendments propose a "direct cost approach". The costs related directly with a contract to deliver goods or provide services include both the incremental costs and an allocation of those directly related with the contract. The administrative and general costs are not directly attributable to a contract; hence they are excluded from the calculation unless they can be explicitly passed on to the counterparty in line with the contract. The Group saw no any significant impact from these changes. 2018-2020 annual improvementsAmendments to these standards have been issued as part of the 2018-2020 annual improvements: o IFRS 9 Financial Instruments: clarifies the fees that an entity includes when assessing whether the terms of a new or amended financial liability are materially different from those of the original financial liability. In determining fees paid net of fees received, a borrower includes only fees paid or received between the borrower and the lender, including fees paid or received by either on behalf of the other. The Group saw no any significant impact from these changes. b) Standards and interpretations issued by the IASB, but not applicable in this yearThe Group intends to adopt standards, interpretations and amendments to standards issued by the IASB that are not mandatory in the European Union when they become effective, if they are applicable to its transactions. Although the Group estimates that their initial implementation will not have a significant effect, it is currently analysing its impact. These changes correspond to the following standards, interpretations or amendments:
Nota 6. Summary of significant accounting policies6.1 Foreign currency transactionsFunctional and presentation currencyLine items included in the financial statements of each entity are valued using the functional currency of the primary economic environment in which it operates. The Consolidated Financial Statements are presented in thousands of euros, and the Euro is the Group's presentation currency and the functional currency of the Parent Company. Transactions in foreign currency other than the functional currency of each companyTransactions in foreign currencies different to the functional currency of each company are translated to the Group's functional currency at the exchange rate prevailing at the date of the transaction. Exchange gains and losses arising on the settlement of these transactions or on translating foreign currency denominated monetary assets and liabilities at closing rates are recognised in the Consolidated Income Statement. 6.2 Property, plant and equipmentProperty, plant and equipment is carried at either acquisition, transition cost to IFRS (1 January 2007), or production cost, including all the costs and expenses directly related with assets acquired until ready for use, less accumulated depreciation and any impairment losses. Land is not depreciated and is presented net of any impairment charges. Acquisition cost includes:
Prior to the date of transition to international accounting standards (1 January 2007), certain Group companies remeasured certain tangible assets under various legal provisions (RDL 7/1996; Norma foral del Gobierno vasco 6/1996 and various international legal provisions), the amount of these remeasurements being considered as part of the cost of the assets in accordance with IAS 1. At the date of transition to EU-IFRS (1 January 2007), all property, plant and equipment was measured at fair value at that date on the basis of a report by an independent expert, which led to a revaluation of the Group's assets (Note 11). The carrying value of Property plant, and equipment acquired by means of a business combination is measured at its fair value, determined by an independent expert at the moment of its incorporation into the Group (Note 6.3). Specific spare parts: certain major parts of some items of Property, plant and equipment may require replacement at irregular intervals. The cost of these parts is capitalised when the part is replaced and depreciated over their estimated useful lives. The net carrying amount of replaced parts is retired with a charge to income when the replacement occurs. Ordinary repair or maintenance work is not capitalised. An item of Property, plant and equipment is retired upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on retirement of the asset (calculated as the difference between the net disposal proceeds and the net carrying amount of the asset) is included in the Consolidated Income Statement in the year in which the asset is retired. As permitted under IAS 23, borrowing costs directly attributable to the acquisition or development of a qualifying asset - an asset that takes a substantial period to be ready for its intended use - are capitalised as part of the cost of the respective assets. The amount of these capitalised finance costs is not significant. Annual depreciation is calculated using the straight-line method based on the estimated useful lives of the various assets. The estimated useful lives of the various asset categories are:
The estimated assets' useful lives are reviewed at each financial year end, and adjusted prospectively if revised expectations differ significantly from previous estimates. No significant residual values at the end of useful lives are expected. When the net carrying amount of an individual item from Property, plant and equipment is higher than their recoverable value, impairment is considered and the value of the item is decreased to the recoverable value. 6.3 Business combinations and consolidation goodwillBusiness combinationsBusiness combinations are accounted for using the acquisition method. The acquisition cost is the sum of the total consideration transferred, measured at fair value at the acquisition date, and the amount of non-controlling interest of the acquired company, if any. For each business combination, the Group measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition costs incurred are registered under the heading Other operating expenses in the Consolidated Income Statement. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the acquisition date. This includes the separation of the implicit derivatives of the main contracts of the acquired company. Consolidation goodwillGoodwill acquired in a business combination is initially measured, at the time of acquisition, at cost, that is, the excess of the total consideration paid for the business combination over the Parent Company's interest in the net fair value of the identifiable assets, liabilities, and contingent liabilities of the acquired business. For companies whose functional currency is different from the presentation currency, the value of the goodwill recognised is updated using the rate of exchange prevailing at the Consolidated Balance Sheet date, recognising in Translation differences the differences between beginning and ending balances, according to IAS 21, considered to be belonging to the acquired business assets. If the Parent Company's interest in the net fair value of the identifiable acquired assets, assumed liabilities, and contingent liabilities exceeds the cost of the business combination, the Parent Company reconsiders the identification and measurement of the assets, liabilities, and contingent liabilities of the acquired company, as well as the measurement of the cost of the business combination (even nonmonetary) and recognises any excess that continues to exist after this reconsideration in the Consolidated Income Statement. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units or groups of Cash-Generating Units (Note 6.7) expected to benefit from the business combination's synergies, irrespective of any other Group assets or liabilities assigned to those units or groups of units. Impairment is determined by assessing the recoverable amount of the Cash-Generating Unit or groups of Cash-Generating Units to which the goodwill relates. If the recoverable amount of the Cash-Generating Unit or Group of Cash-Generating Units is less than the carrying amount, the Group recognizes an impairment loss (Note 6.7). 6.4 Investments in associatesThe Group has equity interests in associates, which are companies over which the Group has significant influence. The Group records its interest in associates using the equity method. According to this method, the investment in an associate is initially recorded at cost. From the acquisition date on, the carrying amount of the investment is adjusted to reflect the changes of the investor's share of the net assets of the associate. The goodwill related to the associate is included in the carrying amount of the investment and it is not amortised and no related impairment test is performed. The share of the Group in profits of the associate's operations is reflected in the Consolidated Income Statement. When there has been a change recognised directly in equity by the associate, the Group recognises its share of this change, when applicable, in the Statement of Changes in Equity. Non-realised gains or losses resulting from transactions between the Group and the associate corresponding to the share of the Group in the associate are eliminated. The share of the Group in profits of the associate is reflected directly in the Consolidated Income Statement and it represents profit after taxes and non-controlling interests existing in subsidiaries of the associate. The financial statements of the associate are prepared for the same period as the Group; the required adjustments and reclassifications have been made in consolidation in order to harmonise the policies and methods used by the Group. After using the equity method, the Group decides if impairment losses on the investment in the associate have to be recognised. At the closing date the Group considers if there are evidences of impairment of the investment in the associate. If this is the case, the Group calculates the amount of the impairment loss as the difference between the recoverable amount of the associate and its carrying amount and recognises this amount under the heading Share in profit or loss of companies accounted for using the equity method in the Consolidated Income Statement. When the significant influence of the Group in the associate ceases, the Group recognises the investment at its fair value. Any difference between the carrying amount of the associate at the moment of loss of significant influence and the fair value of the investment plus the income for sale, is recognised in the Consolidated Income Statement. 6.5 Other intangible assetsOther intangible assets acquired by the Group are measured at cost less accumulated amortization and any accumulated impairment losses. An intangible asset is recognised only if it is probable that it will generate future benefits for the Group and that its cost can be reliably measured. Research and development costsResearch costs are expensed as incurred. Development expenditure is capitalised when the Group can demonstrate:
Capitalised development expenses are amortised on a straight-line basis, over the period in which it is expected to obtain income or profits from the aforementioned project, which does not exceed 6 years. At 31 December 2022 and 31 December 2021, no intangible assets corresponding to development expenses had been capitalised more than one year prior (with respect to those dates) and that had not begun to be amortised on those dates. Concessions, patents, licences, trademarks, et al.These intangible assets are initially measured at acquisition cost. They are assessed as having a finite useful life and are accordingly carried at cost net of accumulated amortization. Amortization is calculated using the straight-line method, based on the estimated useful life, in all instances less than 5 years; except the GESTAMP brand which is considered an asset of indefinite useful life. SoftwareSoftware is measured at acquisition cost. Software acquired from third parties, recognised as assets, is amortised over its estimated useful life, which does not exceed 5 years. IT maintenance costs are expensed as incurred. 6.6 Financial assetsFollowing the IFRS 9's criteria, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Debt financial asset instruments are subsequently measured at fair value through profit or loss (FVPL), amortised cost, or fair value through other comprehensive income (FVOCI). The classification is based on two criteria: the Group's business model for managing the assets; and whether the instruments' contractual cash flows represent 'solely payments of principal and interest' on the principal amount outstanding (the "SPPI criterion"). The new classification and measurement of the IFRS 9 is as follows:
The Group's financial instruments included in non-current financial assets, trade and other receivables, other current assets and current financial investments are recognised at amortised cost, taking into account the business model and the evaluation of the SPPI. Investments accounted for using the equity methodInvestments in associates or joint ventures, companies in which the Group has significant influence, are accounted for using the equity method (Note 6.4). Derecognition of financial instrumentsThe Group retires a transferred financial asset from the Consolidated Balance Sheet when it has transferred in full its rights to receive cash flows from the asset or, retaining these rights, when the Group has assumed a contractual obligation to pay the cash flows to the transferees, and the Group has transferred substantially all the risks and rewards of ownership of the asset. If the entity has retained substantially all the risks and rewards of ownership of the transferred asset, the entity does not retire the transferred asset from its balance sheet and recognises a financial liability for the consideration received. This financial liability is subsequently measured at amortised cost. The transferred financial asset continues to be measured using the same criteria as prior to the transfer. In subsequent periods, the Group recognises any income on the transferred financial asset and any expense incurred on the financial liability in the Consolidated Income Statement. 6.7 Impairment lossesImpairment of non-financial assetsThe Group assesses at each reporting date whether there is any indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount as either the group of assets' or cash-generating unit's fair value less costs to sell, or its value in use, whichever is higher. The indicators of impairment are analysed at two levels. One, at the level of the Group's CGUs and the other for the corporate development expense intangible assets (R&D projects). It is considered that a CGU has signs of impairment if it is observed that its level of profitability is significantly below the average return of the segment and of the Group for an on-going period. Other qualitative factors that may affect the CGU are also considered. In the case of the R&D Projects, a significant variation in actual income with regard to expected income in the business plans estimated at the start of the project represent a sign of impairment. A cash-generating unit (CGU) is the smallest identifiable group of assets that generates cash flows that are largely independent of the cash inflows from other assets. The smallest identifiable group of assets designated are the operating plants or the individual companies. However, there are specific cases in which the CGU does not correspond directly to the plants for various reasons, because the trading company groups together several plants that are close to each other or managed as a unit (France, UK, Brazil), or because at a country level there is significant operational integration (Mexico, USA). When the carrying amount of a group of assets or CGU exceeds its recoverable amount, an impairment loss is recognised and its carrying amount is decreased to its recoverable amount. Impairment losses with respect to CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating units and, then, to proportionally reduce the carrying amount of the assets of the CGU unless, based on a review of the individual assets, it is considered that their fair value less costs to sell is higher than their carrying amount. When assessing value in use, estimated future cash-flows are discounted at present value by using a pre-tax discount rate that reflects current market valuations of money and risks of the asset. For calculating the fair value of the asset less costs to sell, recent transactions are considered and if they cannot be identified, a proper valuation method is used. These calculations are based on several considerations, market prices and other available indicators of the fair value. The calculation of impairment is based on detailed budgets and previsions individually prepared for each CGU to which the asset is allocated. These budgets are, to a significant extent, drawn up on the basis of external sources from consultants on vehicle production and sales. The forecasts cover a five-year period and after that it applies a long-term growth rate using for estimating future cash-flows. The impairment losses from continued operations, including impairment of inventories, are registered in the Consolidated Income Statement in the expense headings related to the function of the impaired asset. For all assets except goodwill, an assessment is made every year to see if there is evidence that the impairment registered in previous years has been reduced or has disappeared. In such case, the Group estimates the recoverable value of the asset or the CGU. An impairment loss recognised in previous years is reversed against the Consolidated Income Statement, if there has been a change in the assumptions used to determine the asset's recoverable amount. The restated recoverable amount of the asset cannot exceed the carrying amount that would have been determined had no impairment loss been recognised. The following assets present specific characteristics when assessing their impairment: Consolidated GoodwillGoodwill is tested for impairment at year-end when circumstances indicate that the carrying amount may be impaired. The impairment test for the goodwill assesses the recoverable value of each CGU allocated to it. If the recoverable value of the CGU is lower than its carrying amount, an impairment loss is registered. Goodwill impairment losses cannot be reversed in future periods. Intangible assetsAt year-end an impairment test is performed on intangible assets with indefinite useful lives, both at the individual level and at the CGU level, as appropriate, and when circumstances indicate that the carrying amount may be impaired. Impairment of financial assetsThe reduction in the fair value of financial assets that has been recognised directly in equity when there is objective evidence of impairment must be recognised in the Consolidated Income Statement for the year. The cumulative loss recognised in the Consolidated Income Statement is measured as the difference between the acquisition cost and current fair value. Once an equity investment has been impaired, any increase in value is registered in "Other comprehensive income" with no effect on the profit or loss for the year. In the case of debt instruments classified, if the fair value of an impaired debt instrument subsequently increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in the Consolidated Income Statement, the impairment loss can be reversed through the Consolidated Income Statement. The recoverable amount of held-to-maturity investments and loans and receivables carried at amortised cost is calculated as the present value of the expected future cash flows discounted at the original effective interest rate. The carrying amount of the asset will be reduced through the provision account. The amount of the loss is recognised in the Consolidated Income Statement for the year. Current investments are not discounted to present value. Impairment losses on loans and receivables carried at amortised cost are reversed if the subsequent increase in the recoverable amount can be objectively related to an event occurring after the impairment loss was recognised. 6.8 Assets and liabilities held for sale and discontinued operationsAssets and liabilities included in a disposal group whose recovery is expected through sale and not through continued use are included in this category. These assets are valued at lower cost between carrying amount and fair value less costs for sale. Discontinued operations are reflected in the Consolidated Income Statement separately from the revenue and expenses from continued operations. They are reflected in a line as profit after taxes from discontinued operations. At 31 December 2022 and 31 December 2021, no assets or liabilities were recognised under this heading or profits/losses from discontinued operations. 6.9 Trade and other receivablesAccounts receivable from customers are measured in the accompanying Consolidated Balance Sheet at their nominal value. Discounted bills pending maturity at year-end are included in the accompanying Consolidated Balance Sheet under "Trade receivables for sales and services," with a balancing entry in "Interest-bearing loans and borrowings". The balances transferred to banks as Non-Recourse Factoring reduce these trade receivables, since all risks related to them, including bad and past-due debt risks, have been transferred to the bank (Note 15.a)). The Group recognises impairment allowances in order to cover the expected loss model. 6.10 InventoriesInventories are valued at the lower of acquisition or production cost and net realisable value. Cost includes all expenses derived from the acquisition and transformation of inventories, including any other expenses incurred to bring them to their present condition and location. Inventories have been valued using the average weighted cost method. When inventories are deemed impaired, their initially recognized value is written down to net realizable value (selling price less estimated costs of completion and sale). 6.11 Revenue recognition and assets from contracts with customersRecognition of revenue from customer contractsThe Company earns its revenue primarily from the sale of welded and stamped parts, as well as the construction of toolings. These goods and services are delivered to customers over time and not necessarily together. The policy of recognising the Group's income is determined by the five-stage model proposed by IFRS 15 Revenue from Contracts with Customers. Identification of the contract with the customerThe Group's contracts are normally supply agreements for an unspecified number of orders and thus the term of each contract depends on the orders received. The contracts are identified with the orders received from the customer, since this is when rights and obligations are created between both parties to produce the parts or build the tools. Identification of the performance obligationsGiven that control of manufactured tools is transferred to the customer, the tools are considered contract's goods and services. Manufacturing of the tools as well as the parts necessary to ensure their correct operation is a single performance obligation. Once the tools are manufactured, each part requested by a customer corresponds to a separate performance obligation and thus, for practical purposes, they are not considered a series, given the short duration of the orders and the little time needed to produce the parts. Taking into account the just in time production model with customers, at year-end, there were no significant performance obligations pending execution in relation to parts. Determination of the price of the transaction and its allocation to the performance obligationsThe price agreed in the orders represents the independent sales price of the goods and services being transferred in the contracts. The Group negotiates concessions or incentives that are discounted from expected future revenue despite the fact that the number of parts ordered with each contract is not known. Some orders have variable consideration for the reviews of prices under negotiation, which are estimated based on the expected probability method and, where appropriate, they would be limited to the amount that is highly unlikely to be reversed in the future. On certain occasions, advance payments of future discounts are applicable to the agreement, which are normally paid at the beginning of the project to the customer. This payment complies with the definition of the asset, to the extent that the associated contracts (resource criteria controlled by the company) are going to generate profit (probability criteria). Once the manufacture of the tools has been completed and the parts manufacturing phase has commenced, it is highly unlikely that the customer will cancel the project and choose another supplier, because it would mean a significant delay in its production and therefore it is probable that profit will be generated. Furthermore, it is highly probable that the payment will be recovered through sales of future parts and it is probable that economic benefits will be generated. This payment is normally associated with the parts supply agreement to the customer, which will determine the time criteria to transfer the asset to results for the advance payment. The accounting treatment afforded is to recognise this asset for the payment made early and to transfer it to results as reduced income when the goods and services expected in the agreement are delivered, that it, for the number of parts supplied to the customer. Given that the agreement term with the customer normally exceeds one year and the payment is made at the beginning of the project, the amount paid reflects the current net value of the asset to be recognised, hence, in subsequent periods, the corresponding finance income must accrue. Recognition of incomeAs the parts are made, goods are created that have no alternative use and the related orders generate rights and obligations wherein control of the parts is transferred to the customer. Since the control of tools and parts is transferred over time, progress is measured using the stage-of-completion method. The method that best represents the progress of the Group's activities is costs incurred as a percentage of total estimated costs. If the results of a contract cannot be reliably estimated, revenue is recognised only to the extent that the expenses recognised are recoverable. Based on historical experience and the Group's current estimates, except in extraordinary circumstances, no losses will be generated upon final settlement of the manufacturing contracts for tools under construction. Exceptionally, should it be deemed likely that costs will not be recovered, an onerous contract provision would be recognised. Other aspects of the income recognition policyThere are no incremental direct costs for obtaining contracts. Performance obligations representing a guarantee do not exist either. A residual part of income corresponds to access licences (royalties). They are recognised in line with the accrual principle. Assets from contracts with customersCustomer advances corresponding to tooling construction contracts reflect billing milestones and not necessarily the stage of completion of the tooling construction. Assets from contracts with customers includes the balancing entry for income recognised according to the stage of completion method for which the customer was not invoiced, deducting the customer advances received. These Assets from contracts with customers are presented at contract level with a customer. Interest, royalties and dividendsInterest revenue is recognized as interest accrues taking into account the effective return of the asset (using the effective interest method, i.e., the rate that makes discounted future cash receipts through the expected life of the financial instrument equal to the initial carrying amount of the asset). Dividends received from associates, integrated by the equity method, are recognised in results on an accrual basis. 6.12 Cash and cash equivalentsCash and cash equivalents comprise cash on hand and demand deposits, together with short-term, highly liquid investments that are subject to an insignificant risk of changes in value. An investment is considered a cash equivalent when it has a maturity of three months or less from the date of acquisition or establishment. 6.13 Government grantsGovernment grants are recognised at fair value where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. Grants related to assets are recognised as Deferred Income in the Consolidated Balance Sheet at the amount granted. The grant will be recognised in the Consolidated Income Statement as the subsidised asset is amortised. Grants received are presented as a reduction of the related expenditure. The nature and characteristics of the grants received are described in Note 20. 6.14 Financial liabilities (trade and other payables and borrowings)Financial liabilities are initially recognised at fair value, net of transaction costs, except financial liabilities at fair value through consolidated profit and loss. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost, measured as the difference between their cost and redemption value, using the effective interest rate method. Liabilities maturing in less than 12 months from the Consolidated Balance Sheet date are classified as current, while those with longer maturity periods are classified as non-current. A financial liability is retired when the obligation under the liability is discharged or cancelled or expires. The Group carries out financial transactions in which the payment to the supplier is deferred due to the transfer of the management of the payment to a financial institution. In these cases, the Group derecognises the liability to the supplier in order to recognise a financial liability ("other short-term borrowings"). Therefore, suppliers do not include items subject to financing transactions with third parties. 6.15 Provisions and contingent liabilitiesProvisions are recognised when the Group has a current obligation (legal or constructive) arising as a result of a past event and it is probable that the Group will have to dispose of resources as required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each Consolidated Balance Sheet closing date and are adjusted to reflect the current best estimate of the liability. Provisions for personnel restructuring are recorded for the expenses necessarily incurred in restructuring and for those not associated with the entity's normal activities. Provisions for personnel restructuring are only recognised when there is a formal plan that identifies:
The provisions are determined by discounting expected future cash outlays using the pre-tax market rate and, where appropriate, the risks specific to the liability. This method is only applied if the effects are significant. When discounting is used, the increase in the provision due to the passage of time is recognised as a financial expense. Contingent liabilities are potential obligations that arise from past events whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not within the control of the Group, as well as present obligations arising from past events, the amount of which cannot be reliably estimated or whose settlement may not require an outflow of resources. These contingent liabilities are only subject to disclosure and are not accounted for. 6.16 Employee benefitsThe Group has assumed pension commitments for some companies located in Germany and France. The Group classifies its pension commitments depending on their nature in defined contribution plans and defined benefit plans. Defined contribution plans are post-employment benefit plans under which the company pays fixed contributions into a separate entity (insurance company or pension plan), and will have no legal or constructive obligation to pay further contributions if the separate company does not carry out its assumed commitments. Defined benefit plans are post-employments benefit plans other than defined contribution plans. Defined contribution plansThe Group carries out predetermined contributions into a separate entity (insurance company or pension plan), and will have no legal or implicit obligation to pay further contributions if the separate company does not have enough assets to attend employee benefits related to their services rendered in current and previous years. The contributions made to defined contribution plans are recognised in profit and loss according to the accrual principle. The amount posted in the Consolidated Income Statement was 2,259 thousand euros at 31 December 2022 (2,459 thousand euros at 31 December 2021) (Note 27.b)). This figure corresponds to contributions made in the United Kingdom. Defined benefit plansFor defined benefit plans, the cost of providing these benefits is determined separately for each plan using the projected unit credit method. The actuarial gains and losses are recognised in Other Comprehensive Income when incurred. In subsequent years, these actuarial gains and losses are registered as equity, and are not reclassified to profit and loss. The amounts to be recognised in profit and loss are:
The past service costs will be recognised as expenses at the earlier of the following dates (i) in the period when the plan is amended or curtailment occurs (ii) when the Group recognises related restructuring costs or benefits of termination. The defined benefit liability (asset) is the deficit or surplus, adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceiling is the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan. The rate used to discount post-employment benefit obligations shall be determined by reference to market yields at the end of the reporting period on high quality corporate bonds. The deficit or surplus is: 1. The present value of the defined benefit obligation. 2. Less the fair value of plan assets with which obligations are directly cancelled. Plan assets comprise assets held by a long-term employee benefit fund, and qualifying insurance policies. These assets are not available to the reporting entity ́s own creditors and cannot be returned to the reporting entity. Fair value is based on market price and in case of stock market values, it corresponds to published prices. There are defined benefit schemes in Germany and France. IndemnitiesIndemnities to pay to employees dismissed through no fault of their own are calculated based on years of service. Any expenses incurred for indemnities are charged to the Consolidated Income Statement as soon as they are known. 6.17 LeasesIn accordance with IFRS 16, the Group records lease transactions as follows: Rights of useThe Group recognises rights of use at the commencement of the lease, i.e. the date on which the underlying asset is available for use. The rights of use are measured at cost, less accumulated amortisation and impairment losses, and they are adjusted due to any changes in the measurement of the associated lease liabilities. The initial cost of the rights of use includes the amount of the lease liabilities recognised, the initial direct costs and the lease payments made prior to the start of the lease. The incentives received are discounted at the initial cost. Unless the Group is reasonably certain of obtaining the ownership of the leased asset at the end of the lease period, the rights of use are amortised on a straight-line basis at the lower of the estimated useful life and the lease term. Rights of use are subject to the impairment analysis. Lease liabilitiesAt the start of the lease, the Group recognises lease liabilities for the current value of the lease payments made during the lease period. Lease payments include fixed payments (including fixed payments in essence), less lease incentives, variable payments that depend on an index or a rate and the amounts expected to be paid to guarantee the residual value. Lease payments also include the exercise price of a purchase option if the Group has reasonable certainty that it will exercise such option and pay penalties to terminate the lease, if the lease term reflects the exercise by the Group of the option to terminate the lease. Variable lease payments that do not depend on an index or rate are recognised as expenses in the period in which the event or condition occurs triggering the payment. When the present value of lease payments is calculated, the Group uses the incremental interest rate at the start of the lease if the implicit interest rate in the lease cannot be determined easily. After the commencement date, the amount of the lease liabilities is increased to reflect cumulative interest and it is reduced as a result of the lease payments made. Furthermore, the lease liability will be measured again in the event of a modification, a change in the lease term, a change in lease payments fixed in essence or a change in the assessment to purchase the underlying asset. The liability is also increased in the event of a change in future lease payments arising from a change in the index or rate used to determine these payments. Short-term leases and leases of low value assetsThe Group applies the exemption from recognising the short-term lease to its machinery and equipment leases that have a lease term of 12 month or less from the commencement date and that do not have a purchase option. It also applies the exemption from recognising low value assets to assets considered to have a low value. Lease payments in short-term leases and leases of low value assets are recognised as expenses on a straight-line basis during the lease period. Criteria applied when determining the lease term for contracts with a renewal option.The Group determines the lease period as the non-cancellable term of a lease, to which optional periods are added to extend the lease, if it is reasonably certain that such option will be exercised. It also includes the periods covered by the option to terminate the lease, if it is reasonably certain that such option will not be exercised. The Group has the option, under some of its agreements, to lease assets for additional terms to the non-cancellable period. The Group is assessing whether it is reasonably certain that the option to renew will be exercised. That is, it considers all the pertinent factors that create an economic incentive to renew. After the commencement date, the Group re-assesses the lease term if there is a significant event or change in circumstances under its control affecting its ability to exercise or not exercise the renewal option. The Group includes the renewal period as part of the lease term for offices, factories and warehouses due to the importance of these assets for its operations. 6.18 Income taxThe income tax recognised in the Consolidated Income Statement includes current and deferred income tax. The income tax expense is recognised in the Consolidated Income Statement except for current income tax relating to line items in equity, which is recognised in equity and not in the income statement. Current tax expenseCurrent tax expense is the amount of income taxes payable in respect of the taxable profit for the year and is calculated based on net profit for the year before deducting tax expense (accounting profit), increased or decreased, as appropriate, by permanent and temporary differences between accounting and taxable profit as provided for in prevailing tax legislation. Tax creditsThe carry forwards of unused tax credits and tax losses are recognised as a reduction in tax expense in the year in which they are applied or offset, unless there is reasonable doubt as to their realisation, in which case they are not capitalised and are considered as a decrease in income tax expense in the year in which they are applied or offset. Temporary differencesDeferred tax liabilities: a deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction which is not a business combination and which, at the time of the transaction, affects neither the accounting nor the fiscal result. Deferred tax assets: a deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that is not a business combination and which, at the time of the transaction, affects neither the accounting nor the fiscal result. 6.19 Derivative financial instrumentsThe Parent Company has arranged cash flow (interest rate) hedges through entities that operate on organized markets. These instruments are used to hedge exposure to fluctuations in floating interest rates on a portion of the bank loans granted to the Parent Company and on a portion of expected future borrowings. In 2022, an active management process has been carried out relating to them. These financial derivatives hedging cash flow are initially recognised in the Consolidated Balance Sheet at acquisition cost and, subsequently, any impairment loss allowances required are recognised to reflect their market value from time to time. Any gains or losses arising from changes in the market value of derivative financial instruments in respect of the ineffective portion of an effective hedge are taken to the Consolidated Income Statement, while gains or losses on the effective portion are recognised in "Effective hedges" within "Retained earnings" with respect to cash flow hedges. The cumulative gain or loss recognised in equity is taken to the Consolidated Income Statement when the hedged item affects consolidated profit or loss or in the year of disposal of the item. The extension options are not recognised for accounting purposes as hedges; accordingly, the change in value is recognised directly in the Consolidated Financial Statements. Derivatives are recognised as assets when the fair value is positive and as liabilities when the fair value is negative. Hedges of net investments in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, shall be accounted for similarly to cash flow hedges. The ineffective portion of the exchange differences of certain financial instruments are recognised in the Consolidated Income Statement and the effective portion in Translation differences (Consolidated Equity). After cancellation of the debt instrument issued and considered hedge of net investment, the balance considered translation differences will stay in this heading until derecognition of the investment of the foreign operation. At the moment, the accumulated loss or gain in this heading is transferred to the Consolidated Income Statement. Over the year, the Group has arranged short-term currency options to protect itself against depreciating currencies. Changes in fair value are recognised in the Consolidated Income Statement without being significant. 6.20 Related partiesThe Group considers as related parties: direct and indirect shareholders, companies over which it has significant influence or joint control, such as companies accounted for using the equity method and its directors. Companies not belonging to the Group but belonging to the major shareholder of the Parent Company, with control or significant influence, are also considered related parties. 6.21 EnvironmentExpenses relating to decontamination and restoration work in polluted areas, as well as the elimination of waste and other expenses incurred to comply with the environmental protection legislation, are registered in the year they are incurred, unless they correspond to the acquisition cost of assets to be used over an extended period. In this case, they are recognised in the corresponding heading under "Property, plant and equipment" and are depreciated using the same criteria described in Note 6.2. Estimable amounts of contingent liabilities for environmental issues, if any, would be provisioned as a liability in the Consolidated Balance Sheet. Nota 7. Significant accounting estimates and criteria7.1 Significant estimatesThe preparation of the accompanying Consolidated Financial Statements under IFRS requires management to make estimates and assumptions that affect the Consolidated Balance Sheet and the Consolidated Income Statement for the year. The estimates that have a significant impact are as follows: Impairment of non-financial assets: calculation of recoverable valueThe Group performs an impairment test for CGUs that have assets with indefinite useful lives, mainly goodwill, or for which indications of impairment are identified in property, plant and equipment. The calculation of recoverable value is based on the discounting of cash flows. These flows are obtained from the most conservative budget and business plan for the next five years and they do not include uncommitted restructuring activities or the significant future investments that will increase the output of the asset. To calculate the value at perpetuity, a standardised period with all future hypotheses deemed reasonable and recurrent in the future is used. The calculation of recoverable amount is very sensitive to assumptions and variables that are subject to estimation and calculation: EBITDA to sales ratio, discount rate and the growth rate used in the extrapolation. The key assumptions used to calculate the recoverable amount of the Cash Generating Units, including their sensitivity analysis, are further detailed in Note 6.7, Note 10 and Note 11. Recognition of income: variable considerationsAs indicated in Note 6, some orders have variable consideration for price revisions under negotiation. To the extent that the transfer of control has already been made to the customer, but the review processes are not closed, the Group makes an estimate based on the expected probability method, to adjust the transaction price. This estimate uses the historical experience of past negotiations with each customer, as well as the forecast of reasonable scenarios. Tax: recoverability of deferred tax assetsDeferred tax assets are recognised for negative tax bases and other unused tax incentives to the extent that it is probable that taxable profit will be available against which they can be utilised. The calculation of deferred tax assets to be recognised depends on significant estimates by Management regarding the reasonable recovery period and the future tax profits. The Group does not register deferred tax assets in the following cases: negative tax bases to be offset from subsidiaries keeping a loss history, which cannot be used to offset future tax profits from other group companies and when there are no taxable temporary differences in the company. Pension benefitsThe cost of the defined benefit plans and other post-employment benefits and the present value of the pension obligations are determined according to actuarial valuations. The actuarial valuations imply assumptions that may differ from the real future events: discount rate, future salary increases, mortality rates and future pension increases. Since the valuation is complex and for the long-term, the calculation of the obligation for defined benefit plans is very sensitive to changes in those assumptions. All assumptions are revised at every closing date. Note 22 contains a sensitivity analysis. Amortisation: useful livesThe Group's production activity requires significant investments in property, plant and equipment. The useful life of PP&E is determined according to the expected use of the asset as well as the past experience of use and duration of similar assets. The estimate of useful life is sensitive to future changes in view of the long economic life of the Group's assets. This estimate is made on the basis of the Group's historical experience, technical information and the expected use of its assets. With respect to the useful life of intangible assets that do not have a definite useful life, including capitalised expenses implementation, it has been calculated that, based on internal analyses, their useful life does not exceed 6 years and that their recovery is linear in accordance with the consumption pattern represented by the production of the operating plants. 7.2 Main accounting judgementsAlso, as required by IFRS, accounting opinions have been made in applying these accounting principles. The accounting opinions formed with a significant impact are as follows: Determination of cash-generating unitsThe calculation of the CGU requires the application of the opinion to identify the smallest group of assets that generates cash inflows. In general, the smallest group of assets that generates inflows on a stand-alone basis corresponds to the operating plants, which are usually an individual trading company. However, there are specific cases in which the CGU does not correspond directly to the plants for various reasons, because the trading company groups together several nearby plants that, owing to location synergies, are managed as a unit (France, UK, Brazil), or because at a country level there is significant operational integration (Mexico, USA, Argentina). Assessment of gain of control in subsidiariesAccording to IFRS 10, currently in force, Group Management assesses the existence of control of significant companies with 50% shareholdings, such as Beyçelik Gestamp Otomotive Sanayi, A.S., Gestamp Automotive India Private Ltd, Edscha Pha, Ltd. and Tuyauto Gestamp Morocco, S.A. Regarding Beyçelik Gestamp Otomotive Sanayi, A.S., Edscha Pha, Ltd. and Tuyauto Gestamp Morocco, S.A. non-controlling interests are third parties external to the Gestamp Automoción Group and over whom the shareholders of the Parent Company have no control. Although in these companies the members of the board of directors are elected on the basis of the percentage of ownership, it is considered that control over the companies is exercised taking into account the following facts and circumstances regarding the relevant activities: 1. Car manufacturers require from their suppliers the capability to reach and maintain quality standards across a wide geographic presence in order to negotiate global supply. 2. Accordingly, the most important activities for a supplier in this sector are as follows: a. Continuous investment in technological research and development to satisfy customer requirements. b. Global negotiation for approval and homologation of every component comprising a product, as well as management of prices. c. All activities aimed to achieve excellent quality of components. The above activities are carried out directly by the Group since the shareholders owning the remaining shares do not have these capacities. 3. In this sense, these companies technologically depend on the Group. Research and Development activities are fully carried out by the Group and the technology is provided to the subsidiary according to the agreement signed with the shareholders. Accordingly, the aforementioned subsidiaries have right to use but no intellectual property. The design to apply the technology of hot stamping currently used by the subsidiary is exclusive property of the Group. 4. In order to prove this excellence, an OEM supplier needs to be accredited as a Tier 1 supplier (high quality supplier) by the car manufacturer. The subsidiaries could not obtain this certification if they did not belong to the Group. In the particular case of Gestamp Automotive India Private Ltd, in addition to the above, the Group holds a majority on the Board, having appointed 4 members out of a total of 6 Board members. Regarding this company the non-controlling interests corresponding to the remaining 50% shareholding are Group related parties since it is to a company controlled by shareholders of the Parent Company. In the case of the Sideacero subgroup, the Group is deemed to have control since the remaining shareholding (66.67%) is divided equally between ACEK, Desarrollo y Gestión Industrial, S.L. and another non-Group minority shareholder as indicated in Note 16. In this regard, the Group exercises power in the key activities through its direct shareholding (33.33%) and the absence of conflicting interests of the shareholding held by its majority shareholder, ACEK Desarrollo y Gestión Industrial S.L. In addition, such a direct shareholding is significant enough to be exposed to variable returns from involvement in the business. Own-use exception in energy contractsThe Group has energy supply contracts in Spain with its electricity marketer. In these contracts, a fixed price has been set for a commitment of 103 gigawatt hours (GWh) per year, for the next 10 years from January 2022. Energy supply contracts have also been signed in Brazil equal to 79.2 GWh from renewable energy in an agreement with a total duration of 10 years from January 2024. Depending on the energy demands foreseen for the coming years, the Group applies the exception of own use and the contract is recognised as an "executory contract". Nota 8. Changes in significant accounting policies and estimates and restatement of errorsChanges in accounting estimatesThe effect of a change in an accounting estimate is recognised in the same Consolidated Income Statement heading in which the associated income or expense was recognised under the former estimate. Changes in significant accounting policies and restatement of errorsThe effect of this type of changes in accounting policies and the correction of errors is recognised in those cases that are significant at Group level. The cumulative effect at the beginning of the year is adjusted in the Retained earnings heading and the effect of the year itself is recognised in the Consolidated Income Statement for the year. In these cases, the figures for the previous year are modified to make them comparative, unless the rule governing the new accounting policy expressly allows the comparative figures for the previous year not to be restated. Nota 9. Segment reportingAccording to IFRS 8 "Operating segments", segment information below is based on internal reports regularly reviewed by the board of directors of the Group in order to allocate resources to each segment and assess their performance. The operating segments identified by the Group's Management Committee are based on a geographic perspective, except in the case of the companies of the Sideacero subgroup, which are integrated into a single segment due to the nature of their activity; these segments and the countries they comprise are as follows:
Each segment includes the activity of Group companies located in countries belonging to the segment, except for those in the Sideacero subgroup, which are included in the Gescrap segment. The Group's Management Committee has managed the operating segments corresponding to continuing operations based mainly on the development of the main financial aggregates of each segment, such as EBITDA, EBIT and investments in fixed assets, while financial income and expenses, and income tax expense and the allocation of income to non-controlling interests are analysed jointly at Group level, since they are basically managed centrally. Inside certain segments there are some countries meeting the definition of a significant segment; however, they are presented in the aggregate since the products and services generating ordinary income as well as productive processes are similar and additionally they show similar long-term financial performance and they belong to the same economic environment. Segment information for 2022 and 2021 is as follows:
Recurring operating transactions between subsidiaries in different segments are not material. The "EBITDA" heading of each segment includes the billing of costs of the Group's corporate services. Said billing was carried out on the basis of: a) The criteria for distribution of management costs as per global agreements signed by Group companies. b) The agreements for rendering specific services signed by certain Group companies. The additions of Other intangible assets (Note 10.b)) by segments are as follows:
The additions of Property, plant and equipment (Note 11) by segments are as follows:
The companies in the Gescrap segment made no additions to Other Intangible Assets or Property, Plant and Equipment from 1 December 2022, the date of incorporation into the Group, until 31 December 2022. Additions of PP&E at 31 December 2022 include additions from rights of use in the amount of 115,897 thousand euros (10,363 thousand euros at 31 December 2021). The three customers accounting for the highest contribution to sales (including the companies in their own groups) represent 51.1% of revenue at 31 December 2022 (47.1% of 2021 revenue) and each of them represents more than 10.0% of that revenue (more than 8.5% in 2021). Nota 10. Intangible assetsa) Consolidation goodwillThe movement in this heading in 2022 and 2021 is as follows:
Changes in the consolidation scope in 2022 amounting to 43,925 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3). Translation differences in 2022 and 2021 correspond to the adjustments to the goodwill of companies whose functional currency is different from the Euro, translated at the exchange rate prevailing at Consolidated Balance Sheet date, according to IAS 21 (Note 6.3). Impairment test of GoodwillThe Group has implemented annual procedures to test goodwill for impairment. This assessment is carried out for each of the CGUs or groups of CGUs to which goodwill has been allocated. A CGU is the smallest identifiable group of assets that generates cash flows that are largely independent of the cash inflows from other assets or groups of assets. As of 31 December 2022 and 31 December 2021, the recoverable amount of CGUs was determined by taking the higher of the fair value less costs necessary to sell the CGU or by calculating the value in use, using cash flow projections for a period of five years and based on the future performance of the businesses. The cash flows after the five-year period were extrapolated using a growth rate of 1%, both for 2022 and 2021, which are deemed to be prudent assumptions with respect to the growth rates from medium to long term for the automobile industry. The discount rate before taxes applied to the cash flow projections of the CGUs is calculated based on the Weighted Average Cost of Capital (WACC), and is determined by the average weighted cost of equity and the cost of borrowed funds in line with the financial structure set for the Group. The discount rates before taxes applied to the CGUs whose goodwill is most significant in 2022 and 2021 were as follows:
It is concluded that the recoverable value is higher than the carrying amount for all the CGUs, so the Group can recover the value of goodwill recognised at 31 December 2022 and 2021. The economic projections made in previous years did not present significant differences with regard to the actual data or, if applicable, they would not have led to impairment. Sensitivity analysis of changes in key assumptionsThe Parent Company's Management performed a sensitivity analysis, especially in relation to the discount rate used and the residual growth rate, to ensure that possible changes in the estimate of those rates do not affect the recovery of the aforementioned values, where the value in use is the reference value. The following increases or decreases, expressed in percentage points, have been assumed:
Based on the analysis performed, it is clear that at 31 December 2022, there is still a gap between the recoverable amount and the carrying amount of the main CGUs. b) Other intangible assetsThe breakdown and movements of the different categories of Other intangible assets are:
Changes in the consolidation scope in 2022 amounting to 347 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3). Additions to Development costs mainly correspond to development and design costs of portfolio projects, as well as the application of new technologies and the introduction of new materials related to the business. The Hyperinflation adjustment corresponds to the restatement of the value of non-current assets in Argentina and Turkey, under IAS 29 (Note 4.5). The net value of Other movements mainly reflects reclassifications between PP&E and intangible assets.
Additions to Development costs mainly correspond to development and design costs of portfolio projects, as well as the application of new technologies and the introduction of new materials related to the business. The Hyperinflation adjustment corresponds to the restatement of the value of non-current assets in Argentina, under IAS 29. The net value of Other movements mainly reflects reclassifications between PP&E and intangible assets. The most significant investments by segment are shown in Note 9. Development costs corresponding to projects not fulfilling requirements to be capitalised were registered in the heading Other operating expenses in the Consolidated Income Statement, and they amount to 2,185 thousand euros at 31 December 2022 (31 December 2021: 1,407 thousand euros). Impairment test on assets with indefinite useful livesAssets with indefinite useful life are yearly tested by the royalty relief method to identify impairment. It is concluded that their recoverable value is far higher than their net carrying amount. Nota 11. Property, plant and equipmentThe breakdown and changes in the items comprising Property, plant and equipment are as follows:
Changes in the consolidation scope in 2022 amounting to 46,422 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3). The cost value of the Property, plant and equipment additions at 31 December 2022 mainly corresponds to investments in plants and production lines, with the aim of increasing the productive capacity of the Group, as well as to capital expenditure to maintain existing activities, basically corresponding to companies located in China, USA, Germany, Turkey, Brazil, United Kingdom, Spain, Mexico, Rumania, France, Poland, India, Japan, Czech Republic and Bulgaria. The Hyperinflation adjustment, including year depreciation, corresponds to the restatement of the value of non-current assets in Argentina and Turkey, under IAS 29 (Note 4.5). The net value of Other movements mainly reflects reclassifications between, inventories, PP&E and intangible assets. The depreciation and impairment charges for Property, plant and equipment include an extraordinary charge of 16.6 million euros for the Group's assets in Russia (see note 21).
The cost value of the Property, plant and equipment additions at 31 December 2021 mainly corresponds to investments in plants and production lines, with the aim of increasing the productive capacity of the Group, as well as to capital expenditure to maintain existing activities, basically corresponding to companies located in China, the USA, Germany, Spain, Turkey, United Kingdom, Mexico, Brazil, France, India, Czech Republic, Slovakia, Rumania, Poland and Morocco. The Hyperinflation adjustment, including year depreciation, corresponds to the restatement of the value of non-current assets in Argentinaand Turkey, under IAS 29 (Note 4.5). The net balance of the Other movements column mainly includes reclassifications between intangible assets and property, plant and equipment, reclassification to Other current assets and liabilities amounting to 16 million euros, as well as certain events related to the application of IFRS 16, amounting to 9 million euros, which are explained later. Rights of useThe changes in PP&E in 2022 relating to the effect of rights of use are as follows:
Changes in the consolidation scope in 2022 relate to lease agreements generated in the business combination of the Sideacero subgroup. The changes in PP&E in 2021 relating to the effect of rights of use are as follows:
The net balance of the Other movements column mainly reflects amendments to the terms of the agreements and agreements provided to the Group companies in 2021. The effect of the asset revaluation that was carried out in 2007 as a result of the IFRS transition, is as follows:
The detail, by segment, of PP&E at 31 December 2022 and 2021, respectively, was as follows:
Impairment test of Property, Plant and EquipmentImpairment tests calculate recoverable value and are carried out for those CGU's whose signs of deterioration are found according to indicators mentioned in Note 6.7. Certain of the Company's CGUs show signs of impairment as in the previous year, for which an impairment test has been carried out by calculating their recoverable value. The cash flows after the five-year period were extrapolated using a growth rate of 1%, both for 2022 and 2021, which are deemed to be prudent assumptions with respect to the growth rates from medium to long term for the automobile industry. The discount rate before taxes applied to the cash flow projections of the CGUs is calculated based on the Weighted Average Cost of Capital (WACC), and is determined by the average weighted cost of equity and the cost of borrowed funds in line with the financial structure set for the Group. The volume of assets with respect to which the impairment test is performed with regard to the Group's total PP&E was 22% in 2022 (37% in 2021). The CGUs' recoverable value at 31 December 2022 was determined by choosing the higher of the fair value less the necessary costs to sell the CGU, and the calculation of value in use, using cash flow projections covering a five-year period, based on future business performance. The discount rates before taxes applied to the CGUs with impairment indicators for 2022 and 2021 were as follows:
The Group identifies which leases would need to be transferred in the event of a hypothetical sale of the CGU. In case of necessary lease contracts, the right of use is part of the contrast value and the Group deducts the lease liability from both the contrast value of the CGU and its value in use. In general, CGUs with indications of impairment, with the exception of those that are lessees of land and buildings, did not have significant lease agreements and as a practical solution no lease liability has been taken into account in either the contrast value or the value in use. It is concluded that the recoverable value is higher than the carrying amount for all the CGUs, so the Group can recover the value of goodwill recognised at 31 December 2022 and 2021. The economic projections made in previous years did not present significant differences with regard to the actual data or, if applicable, they would not have led to impairment. Sensitivity analysis of changes in key assumptionsThe Parent Company's Management performed a sensitivity analysis, especially in relation to the discount rate used and the residual growth rate, to ensure that possible changes in the estimate of those rates do not affect the recovery of the aforementioned values, where the value in use is the reference value. The following increases or decreases, expressed in percentage points, have been assumed:
Based on the analysis performed, it is clear that at 31 December 2022 there is still some slack between the recoverable amount and the carrying amount of the main CGUs. Pledged property, plant and equipment to secure bank loans with in rem guarantees and othersAt 31 December 2022 and 2021, there were no items of property, plant, and equipment set aside to secure bank loans. Nota 12. Financial assetsThe detail, by class and maturity, of the Group's financial investments at 31 December 2022 and 31 December 2021, in thousands of euros, is as follows:
a) Non-current financial assetsThe movement of non-current financial assets in 2022 and 2021 are the following:
a.1) Investments accounted for using the equity methodIn 2022, the companies Beta Steel, S.L., DJC Recyclage SARL and Car Recycling, S.L., part of the Sideacero subgroup, as well as the Changchun Xuyang Gestamp Auto Components Co. Ltd., were included in the scope of consolidation using the equity method. The consolidation of these companies did not have a significant impact on these Consolidated Financial Statements. Profit for 2022 and 2021, amounting to 2,951 thousand euros and 1,335 thousand euros, respectively, related to the application of the percentage of ownership interest to the results obtained by each company. The dividends amounting to 2,568 thousand euros correspond to the dividend distributed by Gestamp Auto Components Sales (Tianjin) Co., Ltd., consolidated by the equity method, to the subsidiary Gestamp China Holding. The summarised financial information on the Group's investment in these associates in 2022 and 2021 is as follows: Condensed balance sheet:
Condensed income statement:
a.2) Loans grantedThe Loans Granted heading mainly includes:
In addition, at 31 December 2021, this item reflected the loans granted to Group employees for the purchase from Acek Desarrollo y Gestión Industrial, S.L. of shares of the Parent Company in 2016 in the amount of 31,714 thousand euros. A pledge on the Parent Company shares acquired was generated as a guarantee for these loans. The interest rate of the loans is the legal interest rate prevailing every calendar year. The term of the agreements is seven years from the date of signature, with maturity set for the third quarter of 2023, and therefore the outstanding balance at 31 December 2022, amounting to 27,907 thousand euros, has been reclassified to short-term under "Other receivables" (Note 15.b). Changes in the consolidation scope in 2022 amounting to 96 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3). The amount recognised under Other movements totalling 1,062 thousand euros relates mainly to the capitalisation of interest on the aforementioned long-term loan that the Parent Company held with its employees at 31 December 2022 (31 December 2021: 1,034 thousand euros). Disposals in 2022 corresponded to partial payment from employees amounting to 4,869 thousand euros (3,704 thousand euros in 2021), corresponding to loans granted to Group employees commented on in the previous paragraphs. a.3) Derivative financial instrumentsDerivative financial asset instruments amounting to 130,849 thousand euros at 31 December 2022 (31 December 2021: 26,246 thousand euros) are detailed in Note 23.b.1). a.4) Other financial investmentsThe amount recognised under "Other financial investments" at 31 December 2022 includes mainly guarantees and deposits, amounting to 10,640 thousand euros (9,690 thousand euros at 31 December 2021). Changes in the consolidation scope in 2022 amounting to 283 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3). The most significant additions at 31 December 2022 mainly relate to deposits made as security for leases. The most significant disposals at 31 December 2022 and 2021 mainly relate to the refund of security deposits linked to financial lease arrangements for 863 thousand and 2,663 thousand euros, respectively. b) Current financial assetsThe movement of non-current financial assets in 2022 and 2021 are the following:
b.1) Loans grantedThis heading Credits mainly relate to the loan granted in 2021 by the Parent Company to the equity-accounted investee Etem Gestamp Aluminium Extrusions, S.A. in the amount of 5,000 thousand euros (Note 32.1). This loan matures in October 2023 and bears interest at a fixed rate of 1.5%. Changes in the consolidation scope in 2022 amounting to 1,090 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3). b.2) Current securities portfolioThe amount recorded under Current securities portfolio at 31 December 2022 and 2021 relate to current deposits taken out by the following companies:
Additionally, at 31 December 2022, they relate to short-term deposits arranged mainly by the company Gestamp Kartek Co. Ltd., Gestamp Sorocaba Industria de Autopeças Ltda. and Edscha do Brasil Ltda. The most significant disposals at 31 December 2022 related mainly to the maturity of short-term deposits arranged by the company Gestamp Kartek Co. Ltd. Additions at 31 December 2021 relate to short-term deposits contracted by Gestamp Automoción, S.A., Gestamp Sorocaba Industria de Autopeças Ltda. and Edscha do Brasil Ltda. for a total amount of 8,905 thousand euros. The most significant disposals at 31 December 2021 related mainly to the maturity of short-term deposits arranged by the companies Gestamp Pune Automotive Pvt, Ltd. b.3) Other financial investmentsThe balance of Other financial investments at 31 December 2022 mainly includes bank deposits amounting to 71,135 thousand euros (45,700 thousand euros at 31 December 2021), and guarantees and deposits for 1,287 thousand euros (1,862 thousand euros at 31 December 2021). The most significant deposit is related to Gestamp Automotive India Private, Ltd with interest rate ranged between 5% and 7.25% (4% and 4.5% at 31 December 2021). Changes in the consolidation scope in 2022 amounting to 16,444 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3). The additions recognised at 31 December 2022 relate mainly to bank deposits of Gestamp Automotive India Private, Ltd, Gestamp Córdoba, S.A., Gestamp Baires, S.A. and Edscha Pha, Ltd. in the amount of 34,572 thousand euros. The most significant Disposals at 31 December 2022 related to the cancellation of bank deposits of Gestamp Córdoba, S.A., and Gestamp Baires, S.A. for 16,919 thousand euros. The additions recognised at 31 December 2021 relate mainly to bank deposits of Gestamp Automotive India Private, Ltd, Gestamp Córdoba, S.A., Gestamp Baires, S.A. and Edscha Pha, Ltd. in the amount of 32,860 thousand euros. The most significant Disposals at 31 December 2021 relate mainly to the cancellation of bank deposits of Gestamp Córdoba, S.A., Gestamp Baires, S.A. and Gestamp Severstal Vsevolozhsk LLC totalling 13,330 thousand euros. Nota 13. InventoriesThe breakdown of the Consolidated Balance Sheet at 31 December 2022 and 2021 is as follows:
Changes in the consolidation scope in 2022 amounting to 51,365 thousand euros related to the changes generated in the business combination of Sideacero subgroup. In addition, Prepayments to suppliers includes 1,325 thousand euros also derived from this business combination (Note 3). No inventories were encumbered at 31 December 2022 or 31 December 2021. Nota 14. Assets from contracts with customersThe detail of the consolidated balance sheet at 31 December 2022 and 31 December 2021 is as follows:
Trade receivables, tooling correspond to the income recognised pending invoicing. There are no prepayments exceeding the work-in progress evaluation by customer. The amount of the construction certificates for tools in progress, which were recognised by reducing the balance of the "Trade receivables, tooling" heading at 31 December 2022 amounted to 752 million euros. Likewise, this item amounted to 753 million euros at 31 December 2021. Nota 15. Trade and other receivables/Other current assets and liabilities/Cash and cash equivalentsa) Trade receivables for sales and servicesThe detail of the consolidated balance sheet at 31 December 2022 and 31 December 2021 is as follows:
As indicated in Note 1, Group sales, as well as trade receivable balances, are concentrated across a limited number of customers due to the nature of the automotive industry. In general, trade receivable balances have high credit quality. Under the heading Impairment of trade receivables, the change in the impairment provision amounting to 1,613 thousand euros was recognised at 31 December 2022, which included both the impairment charge to accounts receivable amounting to 171 thousand euros (Note 27.c)) (680 thousand euros at 31 December 2021), such as movements by bad debt receivables and the effect of translation differences. The analysis of the age of the financial assets related to the sale of parts that had matured at 31 December 2022 and 2021 was as follows:
The amounts of these past due financial assets that had not been provisioned relate to customers with no history of bad debts. The amount of the collection rights not yet due assigned by the Group under the factoring without recourse agreements arranged with Spanish, French, US, Brazilian, Portuguese, German, Mexican, Polish, Hungarian, Swedish, Czech, Rumanian, Slovak and UK banks, that were eliminated from the Consolidated Balance Sheet, amounted to 750,786 thousand euros and to 599,592 thousand euros at 31 December 2022 and 31 December 2021, respectively. The expense recognised at 31 December 2022 for the assignment of the receivables under the nonrecourse factoring contracts amounted to 14,761 thousand euros (5,925 thousand euros at 31 December 2021) (Note 28.b)). b) Other receivablesThe detail of this heading of the Consolidated Balance Sheet at 31 December 2022 and 31 December 2021 is as follows:
Debtors includes loans granted to Group employees for the purchase from Acek Desarrollo y Gestión Industrial, S.L. of shares in the Parent Company in 2016. These loans are secured by a pledge on the shares acquired in the Parent Company. The term is seven years from the date of signature, with maturity set for the third quarter of 2023, with the outstanding balance at 31 December 2022, amounting to 27,907 thousand euros (Note 12.a.2)). c) Current tax assetsThis line item amounted to 19,829 thousand euros at 31 December 2022 (31 December 2021: 28,245 thousand euros) and reflects the collection rights related to corporate tax refunds of the Parent Company and Group companies. d) Receivables from public authoritiesThe detail of this heading of the Consolidated Balance Sheet at 31 December 2022 and 31 December 2021 is as follows:
In previous years, Gestamp Brasil Industrias de Autopeças, S.A. presented various claims demanding the right to exclude the State Tax on Goods and Services (ICMS) from the PIS contributions calculation base (Social Integration Programme) and from COFINS (Contribution for Social Security Financing). At 31 December 2022, as a result of final judgments, the Parent Company had recognised 8,269 thousand euros (7,785 thousand euros at 31 December 2021) in this regard, together with the related late-payment interest, under Other in relation to various items receivable from the tax authorities. In addition, "Others" includes the following:
e) Other non current assets and liabilitiesAs at 31 December 2022, the net amount of current assets and current liabilities is 106,857 thousand euros (97,461 thousand euros as at 31 December 2021). The breakdown was as follows:
f) Cash and cash equivalentsThe detail of this heading of the Consolidated Balance Sheet at 31 December 2022 and 31 December 2021 is as follows:
Cash equivalents correspond to deposits and surplus cash investments maturing in less than three months. The breakdown by currency and interest rate at 31 December 2022 and 31 December 2021 is as follows:
No restrictions existed regarding the use by the holders of the balances included in this heading in the accompanying Consolidated Balance Sheet. Nota 16. Capital, own shares and share premiumThe information related to these headings at 31 December 2022 and 31 December 2021 was as follows:
a) Share capitalThe shareholder structure at 31 December 2022 and 31 December 2021 was as follows:
Acek Desarrollo y Gestión Industrial, S.L. has an equity interest of 75% in the capital of Gestamp 2020, S.L.; thus, its total holding (direct and indirect) in the Parent Company was 61.23% at 31 December 2022 (60.44% at 31 December 2021). The increase of 0.79% in the stake of Acek Desarrollo y Gestión Industrial, S.L. in the share capital of the Parent Company took place through the purchase of 4,567,933 shares in successive acquisitions during 2022. There are no bylaw restrictions on the transfer of shares forming the Group's capital. b) Own sharesOn 27 July 2018, the Parent Company entered into a liquidity agreement with JB Capital Markets, S.V., S.A.U., adapted to Circular 1/2017, of 26 April, of the CNMV. The framework of this agreement will be the Spanish stock markets. This agreement stipulates the conditions under which the financial intermediary will operate for the account of the issuer, buying or selling own shares of the latter, with the sole objective of favouring the liquidity and regularity of their listing, for a duration of 12 months, which will be deemed to be tacitly extended for the same period unless indicated otherwise by the parties. The amount earmarked to the cash account associated with the agreement was 9,000 thousand euros. Own shares at 31 December 2022 represented 0.08% of the Parent Company's share capital (0.12% at 31 December 2021) and totalled 460,513 shares (676,492 shares at 31 December 2021), at an average acquisition price of 3.483 euros per share (4.014 euros per share at 31 December 2021). The movement in 2022 and 2021 was as follows:
In 2022, the sales price of the own shares detailed in the previous table amounted to 27,279 thousand euros (30,795 thousand euros at 31 December 2021), generating a loss of 83 thousand euros (gain of 366 thousand euros at 31 December 2021), recognised under Distributable Reserves (Note 17.2). c) Share premiumThe share Premium of the Parent Company amounted to 61,591 thousand euros at 31 December 2022 and 31 December 2021. The amended Spanish Corporate Enterprises Act (Ley de Sociedades de Capital) expressly allows the use of share premium balance to increase share capital balance, corresponding to an unrestricted reserve. Nota 17. Retained earningsThe movements in "Retained earnings" for 2022 and 2021 are as follows:
17.1 Legal reserves of the Parent CompanyThe legal reserve of the Parent Company amounted to 57,550 thousand euros at 31 December 2021 and 31 December 2022. The Parent Company must allocate 10% of profit for each year to set up a reserve fund until such fund reaches at least 20% of share capital, equivalent to 57.6 million euros at 31 December 2021 and 2022. This reserve cannot be distributed to shareholders and may only be used to cover, if no other reserves are available, the receivable balance of the income statement. At 31 December 2018, the Legal Reserve had already reached 20% of the Parent Company's Share Capital; accordingly, in that year, it was not necessary to allocate any amount of profits to increase said reserve. 17.2 Unrestricted reserves of the Parent CompanyThe most significant changes in the Parent Company's unrestricted reserves at 31 December 2022 and 31 December 2021, in addition to the allocation of profit amounting to 22,370 thousand euros and 67,710 thousand euros in 2021 and 2020, respectively, included in the retained earnings tables, were as follows: December 2022
December 2021
17.3 Availability of reserves at fully consolidated companiesReserves held by companies consolidated under the full consolidation method are subject to a number of restrictions as to their availability depending on whether they are legal reserves, revaluation reserves or other special reserves. The restrictions regarding the reserves mentioned above are the following: a) Legal reserves at subsidiariesAccording to prevailing legislation in the countries where these companies are located, legal reserves must reach a certain percentage of share capital, so that each year a percentage of net profit is applied to offset losses or increase share capital. The amount of the legal reserve at 31 December 2022 and 31 December 2021 totalled 133,137 thousand euros and 125,946 thousand euros, respectively. b) Reserve for the first-time application of IFRS (1 January 2007)As a result of valuation of Property, plant and equipment at fair value, the land and buildings of certain subsidiaries were valued at their appraised values and an increase in reserves has been registered in the amount of the difference between the said assets ́ fair values and the net carrying amounts registered by each company. The reserves deriving from these revaluations, net of tax, amounted to 112 million euros at 31 December 2022 and 115 million euros at 31 December 2021, respectively (Note 11). This reserve is not distributable. c) Other reserves of subsidiariesIn accordance with the current legislation of the countries in which the Group operates, the distributions of dividends are governed by law. Also, restrictions exist relating to revaluation reserves, development costs and other legal restrictions, which are not significant. 17.4 Approval of the Financial Statements and proposed distribution of profitThe 2022 individual financial statements of the Group companies will be proposed for approval by their respective General Shareholders' Meetings within the periods envisaged by the prevailing legislation. The Parent Company's directors consider that, as a result of this process, no changes will occur that may significantly affect the Consolidated Financial Statements in 2022. The Group's Consolidated Financial Statements for 2022 were prepared by the Board of Directors of the Parent Company at its meeting held on 27 February 2023. The Parent Company's Board of Directors considers that they will be approved by the General Shareholders' Meeting of the Parent Company without any changes. The Parent Company's Board of Directors will propose the following distribution of its profit for the year ended 31 December 2022 to the General Shareholders' Meeting:
At its meeting held on 19 December 2022, the Board of Directors of the Parent Company resolved to distribute an interim dividend out of the 2022 profit in cash, in the gross amount of 0.061 euros gross per share to each of the ordinary shares outstanding. This interim dividend amounts to 35,086 thousand euros (the number of treasury shares at 11 January 2022 was 337,765, which are not remunerated) and was pending payment at 31 December 2022 (Note 23.d)) and paid on 12 January 2023. Limitations to the dividends distributionThe Parent Company is obliged to transfer 10% of profit for the year to a legal reserve, until this reserve reaches at least 20% of share capital. The part of the reserve that does not exceed the limit of 20% of the share capital cannot be distributed to shareholders (Note 17.1). Once the reserves required by Law have been covered, dividends can only be distributed with a charge to profit for the year or to unrestricted reserves, if the value of equity is not, or as a result of the distribution, it does not turn out to be less than the share capital. For these purposes, the profit allocated directly to equity cannot be directly or indirectly distributed. Should prior years' losses exist leading the value of the Parent Company's equity to be less than share capital, profit will be allocated to offset such losses. Aside from these legal limitations, other contractual limitations exist, which are detailed in Note 23. Nota 18. Translation differencesThe breakdown of translation differences is as follows:
Changes in translation differences in 2022 led to a positive net change of 50,740 thousand euros compared to 2021, mainly corresponding to:
The translation differences at 31 December 2022 of Argentina and Turkey included the effect of the inflation adjustment, amounting to 45,689 thousand euros and 30,587 thousand euros, respectively (Note 4.5). Also, at 31 December 2021, they include the effect of the inflation adjustment in Argentina amounting to 38,932 thousand euros (Note 4.5). Nota 19. Non-controlling interestsThe changes in this heading, by company, in at 31 December 2022 and 31 December 2021 were as follows:
The most significant changes in Non-controlling Interests at 31 December 2022 related to: Changes in the consolidation scope:
Acquisition of non-controlling interest (control over the company previously):
Dividends paid:
The most significant changes in Non-controlling Interests at 31 December 2021 related to: Capital increase
Acquisition of non-controlling interest (control over the company previously)
Dividends paid:
The most significant non-controlling interests mentioned in this Note have protecting rights mainly related to significant decisions on divestments of fixed assets, company restructuring, granting of guarantees, distribution of dividends and changes in articles of association. These protecting rights do not significantly restrict the Group capacity to access to or to use their assets as well as to liquidate their liabilities. The financial information of the subsidiaries that have significant non-controlling interests is shown in the following table, which was prepared as follows:
Condensed Income Statement for 31 December 2022 and 31 December 2021:
Condensed Balance Sheet at 31 December 2022 and 31 December 2021:
The increase in other non-significative non-controlling interests from 2021 to 2022 relates mainly to the inclusion of the Sideacero subgroup amounting to 129,300 thousand euros (Note 3).
Condensed Cash Flow Statement for 31 December 2022 and 31 December 2021:
Nota 20. Deferred incomeDeferred income includes grants related to assets obtained by Group subsidiaries, pending release to the Consolidated Income Statement. The variation in this heading at 31 December 2022 and 31 December 2021 was as follows:
Changes in the consolidation scope in 2022 amounting to 98 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3). The Group companies are able to meet all the requirements demanded by administrative resolutions regarding the awarding of subsidies to qualify as non-reimbursable grants. Nota 21.Provisions and contingent liabilitiesThe detail for this item, at 31 December 2022 and 31 December 2021 was as follows:
ProvisionsThe breakdown of this heading during 2022 and 2021 was as follows:
The changes in this heading in 2022 and 2021 were as follows:
Provision for employee compensationAccording to the commitments undertaken, the Group has legal, contractual and implicit obligations to staff of certain subsidiaries whose amount or maturity is uncertain. This heading relates to a long-term incentive plan whose date for assessing the meeting of objectives was year-end 2022, and the first half of 2023 as the settlement period, as provided in the last revision in 2020. The provision for long term defined benefit plans is quantified considering the possible affected assets according to the registration and valuation standards. Changes in the consolidation scope in 2022 amounting to 64 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3). Additions in both 2022 and 2021 mainly related to:
Disposals in 2021 and 2022 mainly relate to reversals of long-term employee provisions. Provision for other responsibilitiesThis line item primarily reflects provisions recognised by certain Group companies to cover specific risks arising from their day-to-day businesses and provisions for personnel restructuring. Changes in the consolidation scope in 2022 amounting to 7,340 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3). The Additions in 2021 and 2022 relate mainly to provisions for other trade and litigation. In addition, given the situation of our plants in Russia, which have had no industrial activity since February 2022, and with the ongoing uncertainty regarding operations in that country, as well as the fact that we are awaiting a position to be taken by our main customers, whom we have to support on a global basis, a provision of 20.0 million euro has been made to cover potential risks arising from this situation, as well as an additional asset depreciation charge of 16.6 million euros (see Note 11). The disposals in 2022 and 2021 relate mainly to hedges of risks arising from the companies' own activities and to other litigation. In addition, the year 2021 includes recognition of a provision by the Group in relation to the COVID-19 pandemic, corresponding to the estimated costs to be incurred in restructuring and adapting the production structures to the new situation expected at that time. Other changes in 2021 includes mainly the transfers from other headings. The Group's directors consider that provisions registered in the Consolidated Balance Sheet duly cover the risks for litigations, arbitration and other contingencies, and no additional related liabilities are expected. Uncertain tax positions liabilitiesThe changes in this heading during 2022 and 2021 are as follows:
The Group basically books the estimated amount of tax debts related to tax assessments commenced by the tax authorities and currently appealed against before the courts and others whose exact amount or payment date is uncertain. At 31 December 2022 and 31 December 2021, the Group has no other significant contingent liabilities in addition to those included above. Nota 22. Provision for employee compensationThe detail of the amounts recognised as provisions for remuneration to employees was as follows:
a) Employee benefitsThe amount recognised as remuneration to employees includes the amounts provisioned by certain Group companies for long-service bonuses and other benefits for remaining at the company (anniversaries, retirement, medals, etc.), as well as the long-term incentive plan. b) Defined benefit plansThe Group has defined benefit pension plans. The main pension plans relate to various companies located in Germany and France. These plans include plans partially financed by an investment fund and plans not financed through the fund. The risks associated with the different defined benefit plans are those inherent to the pension plans that are not financed by an external fund without recourse to the employer. Furthermore, other risks associated with defined benefit plans common both to the plans partially financed and to the unfinanced plans, are of a demographic nature, such as the mortality and longevity of the employees included in the plan, and those of a financial nature, such as pension increase rates based on inflation. The balance recognised at 31 December 2022 and 31 December 2021, corresponding to those plans, broken down by country, was as follows:
The changes in the current value of the defined benefit liabilities are as follows:
The changes in the fair value of the assets used in the plan are as follows:
The breakdown of the expense recognised in the Consolidated Income Statement, relating to these plans, is as follows:
The main asset categories used in the plan and their fair value are as follows:
The main assumptions used to determine the defined benefit obligation are as follows:
The sensitivity analyses of the value of the obligation for defined benefits faced with changes in the main assumptions at 31 December 2022 and 31 December 2021 are as follows:
The future expected payments for contributions to the defined benefit pensions plans at 31 December 2022 and 31 December 2021 are as follows:
Nota 23. Borrowed fundsThe breakdown of the Group's debt at 31 December 2022 and 31 December 2021, classified by item, is as follows:
The changes in liabilities related to financing activities, as shown in a) and c) and in derivative financial instruments in b) of the table above, are detailed as follows:
a) Interest-bearing loans, borrowing and debt issuesa.1) Non-current Bank borrowings and long-term debt securitiesThe breakdown, by segment and maturity date, of non-current bank borrowings and debt securities is as follows:
At 31 December 2022, the Group held long-term bilateral credit lines maturing in more than 12 months amounting to 96,300 thousand euros, against which 4,871 thousand euros had been drawn down and are recognised under this heading (31 December 2021: 191,200 thousand euros, against which no amount had been drawn down at that date). The interest rate on these policies at 31 December 2022 ranged between 1.60% and 3.60%, while at 31 December 2021 it ranged between 0.60% and 2.00%. The detail of the maturities relating to the balances at 31 December 2021 is as follows:
The breakdown, by segment and maturity date, of non-current bank borrowings and debt securities at nominal value is as follows:
The detail of the maturities relating to the balances, at nominal value, at 31 December 2021 is as follows:
The guarantees granted are personal guarantees of the borrower and were granted by a group of subsidiary companies (Appendix III). At 31 December 2022 or 2021, there were no items of property, plant, and equipment set aside to secure bank loans. In addition, there are security interests that are detailed in the description of the individual transactions included in this Note. The annual nominal interest rate on interest-bearing loans at 31 December 2022 is as follows:
The annual nominal interest rate on interest-bearing loans at 31 December 2021 is as follows:
The security interests existing in the financial transactions included under this heading are detailed in section a.3) of this note, except for the 2013 Syndicated Loan which, due to its singularity, is dealt with below in a separate section. Syndicated loan 2013 (modified in subsequent years)On 20 May 2016, the Parent Company signed an agreement modifying the original syndicated loan agreement signed on 19 April 2013, modifying both the principal, whose original amount was 532 million euros, (Tranche A1), increasing it by 340 million euros (Tranche A2), and certain conditions of such loan. Also, a tranche of a Revolving Credit Facility exists, amounting to 325 million euros, which had not been drawn down at 31 December 2022 or at 31 December 2021. After the required analysis, this operation was considered as a refinancing of the syndicated loan since there was no substantial modification of the debt. On 25 July 2017, the Parent Company signed a new agreement to modify the original syndicated loan agreement signed in April 2013. This agreement implies changes in interest rates and payment dates. The maturity date for the contract was 15 July 2022. The Group adopted IFRS 9 Financial Instruments for the first time in 2018. The accounting treatment adopted by IFRS 9 for restructurings requires adjusting the debt balance to the sum of the adjusted cash flows discounted to the original effective interest rate. This rate, once adjusted using the possible restructuring fees, must be used for subsequent periods. The impact of the adoption of IFRS 9 at 1 January 2018 for the syndicated loan is as follows:
On 11 May 2018, the Parent Company signed a new agreement to modify the original syndicated loan agreement signed in April 2013. This agreement implies changes in clauses of the agreement, without altering economic terms, maturities, drawdowns and allowing interim dividend distribution. On 25 February 2019, the Parent Company signed a new agreement to modify the syndicated loan agreement modifying the maturity dates. Maturities initially set at 2020 and 2021 were postponed to 30 April 2023, amounting to 324 million euros. The first Tranche (Tranche A1) relates to the initial transaction while the second (Tranche A2) results from the extension made in 2016; accordingly, each one was treated separately given that the initial IRR of each transaction is different. The effect at 31 December 2019 recognised for said restructuring transaction was a positive financial result of 13,289 thousand euros, whose tax effect amounted to 3,189 thousand euros. On 23 January 2020, the Parent Company signed a new agreement to amend the syndicated loan agreement, modifying the repayment dates so that the new maturity of the entire nominal amount is 30 April 2023. The effect at 31 December 2020 of this restructuring operation was a positive financial result of 8,293 thousand euros, with a tax effect of 1,990 thousand euros. Also Tranche A3 was arranged amounting to 172 million US dollars, arising from the extension of the nominal amount by 61 million US dollars and the conversion of the limits of Tranche A1 arranged in euros, amounting to 111 million US dollars. The maturity dates of this new tranche are the same as those established for tranches A1 and A2. Also, Tranche A4 was arranged, in the amount of 25 million euros, arising from the extension of the notional amount for that sum. The maturity dates of this new tranche are the same as those established for the previous tranches. Also, this agreement to modify the syndicated loan agreement granted the Parent Company the option to extend the maturity date to 23 January 2025 of all the tranches of this financing, eliminating the repayment set for 2023, although it set as a requirement for such extension the total or partial redemption of the high yield bond issued in May 2016 before 30 September 2021; if it was not cancelled in full or was only cancelled partially before said date, the maturity date would be 30 April 2023 for the proportional part equivalent to the uncancelled part of the 2016 bond. On 25 May 2021, the Parent Company executed the repurchase of the Bond issued in May 2016, and thus, the automatic free extension of certain maturity dates of the syndicated loan from 30 April 2023 to 23 January 2025. The effect at 31 December 2021 of this restructuring operation under IFRS 9 was finance income of 25,922 thousand euros, with a tax effect of 6,221 thousand euros. The estimate at 31 December 2022, that is, having considered the restructuring performed at that date, of the amount to be recorded in future years under "Finance costs" with the corresponding increase in Bank borrowings, and its tax effect, is as follows:
These amounts may be altered in the case of extensions or early cancellations that change the accrual period of financing that will ultimately affect the accrual period. The amount accrued under Finance expenses at 31 December 2022, as a result of applying this standard and the subsequent increase in Bank borrowings, amounted to 19,125 thousand euros (21,047 thousand euros at 31 December 2021), with the corresponding reversal of the Deferred tax liability of 4,590 thousand euros (5,051 thousand euros at 31 December 2021). The Parent Company must accomplish certain financial obligations related to Consolidated Financial Statements over the life of the loan. These obligations are as follows:
The calculation of these financial ratios is to be carried out exclusively on the basis of the quarterly Consolidated Financial Statements for each financial year. Failure to comply with these ratios would be grounds for early repayment of the loan at the request of the banking syndicate. A period of 20 working days exists to remedy the breach of these financial obligations. Both at 31 December 2022 and at 31 December 2021, these ratios were within the limits mentioned above, so the EBITDA / Financial expense ratio at 31 December 2022 was 10.69 (8.89 at 31 December 2021), while the Net Financial Debt/EBITDA ratio was 31 December 2022 was 1.54 (2.10 at 31 December 2021). The ratios must be calculated in accordance with the accounting standards in force at the time of signing of the initial agreement (19 April 2013), which means, in particular, that the impacts due to the application in 2022 and 2021 of IFRS 9, 15 and 16 have been reversed. In addition, the agreement sets a limitation on the distribution of dividends whereby the dividend to be distributed in each year may not exceed 50% of the consolidated profit for the year. The outstanding amount of this syndicated loan is recognised at long term for 938,383 thousand euros (928,962 thousand euros at 31 December 2021). Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and consolidated EBITDA, act as joint guarantors of the loans. The detail of these companies is provided in Appendix III. Also, a pledge was arranged on the shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A. In addition, the Group has completed the following bond issuance transactions: I) Bond issues of May 2016On 11 May 2016, an issue of senior secured bonds was completed through the subsidiary Gestamp Funding Luxembourg, S.A., amounting to 500 million euros at an interest rate of 3.5%. The Group adopted IFRS 9 Financial Instruments for the first time in 2018. The accounting treatment adopted by IFRS 9 for restructurings requires adjusting the debt balance to the sum of the adjusted cash flows discounted to the original effective interest rate. This rate, once adjusted using the possible restructuring fees, must be used for subsequent periods. The impact of the adoption of IFRS 9 at 1 January 2018 for the bond is as follows:
As commented in section on the Syndicated Loan 2013, on 25 May 2021, the Parent Company executed the repurchase of this Bond issued in May 2016, which initially matured on 15 May 2023. At 31 December 2021, the amount accrued under Financial expenses as a result of applying IFRS 9, and the subsequent increase in debts with bank and credit institutions, including the effect from the full repurchase of the Bond, amounted to 26,722 thousand euros. This amount involved a reversal of the deferred tax liability of 5,612 thousand euros. II) Bond issues of April 2018In April 2018, the Group completed an issuance of senior bonds guaranteed through the Parent Company for a total aggregate amount of 400 million euros with an annual coupon of 3.25% and an IRR of 3.375%. These bonds have an original maturity of 30 April 2026 and interest payable semi-annually (in November and May). The amortised cost of the bond issued in April 2018, at 31 December 2022, amounts to 396 million euros (31 December 2021: 394 million euros). Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and consolidated EBITDA, act as joint guarantors of the bond. The detail of these companies is provided in Appendix III. Also, a pledge exists on the shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A. III) Schuldschein Bond Issue October 2019On 11 November 2019, the Parent Company completed an issue of "Schuldschein" bonds amounting to 176 million euros and 10 million US dollars. The details of the different tranches forming this bond were as follows:
During the month of December 2021, the Parent Company carried out the early repayment of a total amount of 54 million euros and 10 million dollars, of which 41 million euros had a maturity date of 28 October 2024, 13 million euros had a maturity date of 28 April 2023 and 10 million dollars matured at 28 October 2024. In addition, during the month of December 2020, the Parent Company carried out the early repayment of a total amount of 39 million euros, of which 30 million euros have a maturity date of 28 October 2024 and 9 million euros a maturity date of 28 October 2023. The Parent Company must comply with certain financial obligations exclusively at the end of each year in which this bond is in force, calculated on the basis of the Consolidated Financial Statements. These obligations are as follows:
Failure to comply with these ratios would be grounds for early repayment of the loan at the request of the banking syndicate. A period of 20 working days exists to remedy the breach of these financial obligations. At 31 Decembber 2022 and 31 December 2021, the ratios were within the above limits, EBITDA/Financial Expenses ratio is 10.69 at 31 December 2022 (8.89 at 31 December 2021), while the Net Financial Debt/EBITDA ratio is 1.54 at 31 December 2022 (2.10 at 31 December 2021). These financial ratios must be calculated excluding the impact of changes in accounting regulations after 31 December 2018. The outstanding amount at 31 December 2022 and 2021 of the "Schuldchein" bond granted to the Parent Company is recognised at long term amounting to 83 million euros. Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of this loan. The detail of these companies is provided in Appendix III. a.2) Current interest-bearing loans, borrowings and debt issuesThe breakdown by currency and segment of current interest-bearing loans, borrowings and debt issues is as follows:
The breakdown by currency and segment of current interest-bearing loans, borrowings and debt issues, at nominal value, is as follows:
The credit facilities reported in the table above relate to short-term credit facilities only. The Group had bilateral credit lines available at 31 December 2022 amounting 96,300 thousands or euros with a maturity beyond 12 months, of which 4,871 thousand euros had been drawn down and are classified as non-current (Note 23 a.1)). The Group has 1,061 million euros in with-recourse and non-recourse factoring and trade bill discounting facilities at 31 December 2022 (1,064 million euros at 31 December 2021). The interest rate on the credit facilities is basically indexed to a floating rate of Euribor plus a spread between 2.50% and 3.90% at 31 December 2022 and between 0.60% and 1.00% in 2021. a.3) Guarantees on financial transactions
(*) The loan was cancel l ed at maturity.
The contracting companies listed in the table above undertake to fulfil certain financial obligations during the term of the financial transaction and in relation to the Group's consolidated financial statements. Dichas obligaciones son las siguientes:
The calculation of these financial ratios is to be carried out exclusively on the basis of the quarterly Consolidated Financial Statements for each financial year. Failure to comply with these ratios would be grounds for early repayment of the loan at the request of the banking syndicate. A period of 20 working days exists to remedy the breach of these financial obligations. At 31 Decembber 2022 and 31 December 2021, the ratios were within the above limits, EBITDA/Financial Expenses ratio is 10.69 at 31 December 2022 (8.89 at 31 December 2021), while the Net Financial Debt/EBITDA ratio is 1.54 at 31 December 2022 (2.10 at 31 December 2021). These financial ratios must be calculated excluding the impact of changes in accounting regulations after 31 December 2018. b) Derivative financial instrumentsb.1) Interest rate derivatives and exchange rate derivativesThese Consolidated Balance Sheet asset and liability headings include the fair value of the interest rate and exchange rate hedges and derivatives held for trading arranged by the Group, which are as follows:
Interest rate derivativesThe interest rate financial swaps, arranged by the Group, in place at 31 December 2022 and 31 December 2021 are as follows:
At 31 December 2022 and 31 December 2021, the Group had implemented a strategy to hedge interest rate risk on the notional value of the Group's estimated bank debt for the period from 2023 to 2028, through these financial interest rate swaps with the following notional amounts in thousands of euros:
Contracts 18 and 19 are signed in compensation for contracts 6 and 10. The interest rate financial swaps, arranged by the Group, in place at 31 December 2022 have the following terms:
The hedging arrangements, outlined above, are qualified as effective hedges under IFRS hedge accounting criteria. Accordingly, changes in the fair value of the financial swaps are recognised in Equity while the accrued interest is recognised in the Consolidated Income Statement. The years in which the settlements of hedges are expected to affect the Consolidated Income Statement are as follows:
At 31 December 2022, the Group transferred from Equity to the Consolidated Income Statement income of 635 thousand euros as a result of settlements carried out in the year corresponding to interest rate hedges. At 31 December 2021, the expense recognised for this same item amounted to 2,771 thousand euros. At 31 December 2022 and 31 December 2021, the Group had no derivatives held for trading. In 2022, all hedging operations were efficient, accordingly, there was no impact on the Consolidated Income Statement. Exchange rate derivativesCertain Group companies follow the practice of hedging the exchange rate of the currency in which certain loans are denominated with exchange rate derivative contracts. The initial valuation of the derivatives is recorded under Other current assets/liabilities, and is accrued over the life of the hedged loan on a straight-line basis, with the total payable balance at 31 December 2022 amounting to 5 thousand euros (payable balance at 31 December 2021 of 92 thousand euros (Note 15.e)). The Group transferred 5,049 thousand euros from the beginning of the derivative from equity to the consolidated income statement (13,162 thousand euros at 31 December 2021) to offset the total exchange loss generated in the measurement of the loans. Details of the exchange rate derivatives contracted by the Group outstanding at 31 December 2022 and 31 December 2021, in thousands of euros, are as follows:
(*) Negative amounts are CREDIT and positive
amounts are DEBIT
The balance of hedging transactions at 31 December 2022 and 31 December 2021 included in retained earnings in the consolidated balance sheet is as follows:
The change of financial instruments in retained earnings in 2022 and 2021 is as follows:
c) Other financial liabilitiesc.1) Leases liabilitiesThe lease commitments recognised under this heading relate to the present value of the leases. The detail by type of asset, both short and long-term, at 31 December 2022 and 31 December 2021 is as follows:
As at 31 December 2022, both long-term and short-term leases include debt with related parties in the amount of 7,902 thousand euros and 6,994 thousand euros, respectively (15,586 thousand euros and 7,899 thousand euros, respectively, at 31 December 2021) (Note 32.1). The detail of the maturities of the balance of this account as of 31 December 2021, is as follows:
Lease commitments at the nominal value of leases, by type of asset, both short and long-term, at 31 December 2022 and 31 December 2021 is as follows:
The detail of the maturities of the balance of this account, at nominal value as at 31 December 2021, is as follows:
c.2) Borrowings from related partiesThis heading in the Consolidated Balance Sheet includes the following items with related parties:
At 31 December 2022 and 31 December 2021, the payable recognised under long-term fixed assets suppliers with Acek, Desarrollo y Gestión Industrial, S.L. corresponds to the purchase of the GESTAMP brand. On 30 December 2021, it was agreed with Mitsui & Co. Ltd. to renew the loan to Gestamp North America, Inc for 114 million dollars, with a new maturity of the total loan in December 2023. The interest rate associated with this loan is 3-month Libor plus 2.0%. The breakdown of expected maturities for long-term borrowings with related parties is as follows (Note 32.1):
The detail of the maturities of the balance of this account as of 31 December 2021, is as follows:
c.3) Other borrowingsOther non-current borrowingsThe amounts included under this heading, broken down by item and maturity at 31 December 2022 and 31 December 2021, are as follows:
The detail of these amounts corresponds to companies included in the Western Europe segment. The detail of the maturities of the balance of this account as of 31 December 2021, is as follows:
Other current borrowingsAt 31 December 2022 and 31 December 2021, this heading exclusively included new transactions arranged at short term to defer amounts with third parties as part of the Group's policy of protecting its liquidity and financial capacity, which entail an additional financial cost. d) Other liabilitiesOther non-current liabilitiesThe breakdown of the amounts included under this heading by maturity and segment at 31 December 2022 and 31 December 2021 is as follows:
The detail of the maturities relating to the balances at 31 December 2021 is as follows:
Other current liabilitiesThe breakdown of the balance of this heading in the Consolidated Balance Sheet, by item, was as follows:
On 12 January 2022, the unpaid dividend payment at 31 December 2021, amounting to 21,849 thousand euros, was paid. On 12 January 2023, the unpaid interim dividend at 31 December 2022, amounting to 35,086 thousand euros, was paid (Note 17.4). Dividends mainly relates to dividends pending payment by Jui Li Edscha Body System Co. Ltd. for 520 thousand euros. Nota 24. Deferred taxThe movement in deferred tax assets and deferred tax liabilities was as follows:
Changes in consolidation scope: The amount of 2,863 thousand euros in the year 2022 relates to deferred tax assets arising from the business combination of the Sideacero subgroup. These assets are presented in Note 3 netted together with the deferred tax liabilities arising from this transaction, in the amount of 322 thousand euros. Tax credit increases: The amount of 25,326 thousand euros in 2022 mainly includes the tax credits generated in the 2022 settlements by Gestamp Toluca, S.A. de C.V. for 5,171 thousand euros; Gestamp North America, LLc. for 15,824 thousand euros. The amount of 31,795 thousand euros in 2021 mainly includes the tax credits generated in the 2021 settlements by Gestamp North America, LLC for 13,195 thousand euros, Gestamp Tallent, Ltd. for 3,291 thousand euros and Gestamp Toluca, S.A. de C.V. for 3,167 thousand euros. Decreases in tax credits: The amount of 68,058 thousand euros in 2022 corresponds mainly to tax credits applied in the settlements for 2022, by the Parent Company for an amount of 15,479 thousand euros; by the special fiscal consolidation regime of Gestamp Sweden, AB y Gestamp HardTech, AB for an amount of 24,258 thousand euros; by Gestamp Servicios, S.A for an amount of 6,516 thousand euros; by Gestamp Brasil Industria Autopeças, S.A. for an amount of 2,935 thousand euros, Gestamp Bizkaia, S.A. for an amount of 6,284 thousand euros and Sofedit, SAS for an amount of 3,183 thousand euros. The amount of 26,908 thousand euros in 2021 relates mainly to tax credits applied in the 2021 settlements by the Parent Company in the amount of 4,789 thousand euros, by Gestamp Brasil Industria Autopeças, S.A. in the amount of 2,258 thousand euros, by Gestamp Bizkaia, S.A. in the amount of 2,744 thousand euros and by Gestamp Navarra, S.A. in the amount of 2,775 thousand euros. "Other movements" of tax credits: The amount of 35,632 thousand euros in 2022 relates mainly to changes of estimation in Western Europe. The amount of 6,829 thousand euros in 2021 relates mainly to the recognition of tax assets arising from the Parent Company's incentives in prior years. "Increases" in financial transactions: The amount of 12,024 thousand euros in 2022 relates mainly to:
The amount of 8,772 thousand euros in 2021 relates mainly to:
"Decreases" in financial transactions: The amount of 29,578 thousand euros in 2022 relates mainly to:
The amount of 12,686 thousand euros in 2021 relates mainly to:
"Other movements" in financial transactions: The amount of (4,696) thousand euros in 2022 relates mainly to:
The amount of (18,907) thousand euros in 2021 mainly included non-deductible financial expenses from previous years of Gestamp North America, LLc. "Increases" in commercial transactions: The amount of 13,758 thousand euros in 2022 (3,893 thousand euros in 2021) relates mainly to:
"Decreases" in commercial transactions: The amount of 8,307 thousand euros in 2022 (7,833 thousand euros in 2021) relates mainly to:
The amount of 7,833 thousand euros in 2021 relates mainly to:
"Decreases" of Other: The amount of 37,694 thousand euros in 2022 (24,358 thousand euros in 2021) relates mainly to:
The net translation differences generated in 2022 and 2021 amounted to 9,305 thousand euros and 9,791 thousand euros and were mainly due to the application of different exchange rates in each year, as well as the tax effect of the inflation adjustment of the Argentine and Turkish companies amounting to 11,771 thousand euros (Note 29). Nota 25. Trade and other payablesa) Trade payablesThe breakdown of Trade payables by category at 31 December 2022 and 31 December 2021, is as follows:
b) Other payablesThe breakdown of Other payables by category at 31 December 2022 and 31 December 2021, is as follows:
Nota 26. Operating incomea) RevenueThe breakdown of revenue by category at 31 December 2022 and 31 December 2021, is as follows:
The geographical breakdown of consolidated Revenue was as follows:
b) Other operating incomeThe breakdown of Other operating income in the Consolidated Income Statement is as follows:
Other operating income at 31 December 2022 and 31 December 2021 included mainly third-party billings for transactions different from the companies' main activities. Nota 27. Operating expensesa) Cost of materials usedThe breakdown of cost of materials used in the Consolidated Income Statement is as follows:
b) Staff costsThe breakdown of "Personnel expenses" in the Consolidated Income Statement is as follows:
Other welfare expenses include the contributions to defined contribution pension plans, amounting to 2,259 thousand euros at 31 December 2022 (2,459 thousand euros at 31 December 2021) (Note 6.16). The breakdown, by professional category, of the average number of employees in 2022 and 2021 is as follows:
The breakdown of the number of employees at year-end, by category, at 31 December 2022 and 2021, is as follows:
The workforce headcount at 31 December 2022 includes the employees of the Sideacero subgroup (Note 3). c) Other operating expensesThe breakdown of Other operating expenses in the Consolidated Income Statement is as follows:
Operation and maintenance includes lease expenses for contracts with a term of less than one year, which are not material, as well as software lease contracts that can be classified as the provision of services, amounting to 88,060 thousand euros at 31 December 2022 (78,591 thousand euros at 31 December 2021). Nota 28. Financial income and financial expensesa) Financial incomeThe breakdown of Finance income in the Consolidated Income Statement is as follows:
b) Financial expensesThe breakdown of Finance costs in the Consolidated Income Statement is as follows:
The heading leases financial expenses includes the amounts corresponding to interest on lease liabilities with related parties, which amounted to 670 thousand euros at 31 December 2022 (857 thousand euros at 31 December 2021) (Note 32.1). Nota 29. Corporate income taxThe Parent Company and its subsidiaries file their income tax returns separately except:
The detail of corporation tax income or expense at 31 December 2022 and 31 December 2021, in thousands of euros, is as follows:
The reconciliation of deferred tax revenues in 2022 and 2021 and the net variation in deferred tax assets and liabilities was as follows:
Other variations at 31 December 2022 mainly include the effect on non-controlling interests of the treatment of prior years' movements amounting to -4,939 thousand euros. The corporation tax expense, in thousands of euros, was obtained based on the accounting profit before tax, as indicated below:
The theoretical tax rate applied is 24% in both 2022 and 2021. In 2022, the total amount of the Theoretical tax rate, Difference due to different rates and Other adjustments amounted to at gain of 74.1 million euros (a loss of 72.4 million euros in 2021), resulting in an effective rate of the resulting tax of 18.9%, whereas in 2021 it was 25.3%. The Difference due to different tax rates heading in 2022 includes the effect of the different tax rates with respect to the theoretical rate applied, which corresponds mainly to the Poland, Mexico and Brazil. The "Difference due to different tax rates" heading in 2021 includes the effect of the different tax rates with respect to the theoretical rate applied, which corresponds mainly to the United States, Mexico and Brazil. The permanent differences in 2022 and 2021 include mainly the exemption of income for the billing of the brand, non-deductible exchange rate differences and other non-deductible expenses, inflation adjustments and other non-deductible expenses. Changes in tax estimation in 2022 mainly includes the Western Europe. The amounts resulting from the conversion to euros of the negative tax bases pending of setting and of the unused tax incentives at 31 December 2022 and 2021, applying the year-end exchange rates at those dates for those amounts in currencies other than the euro were as follows:
Those negative tax losses unused and tax incentives that the Group considers to be recoverable based on the projections for the generation of future tax profits and the temporary limits and limits for the offset of these tax losses and tax incentives were capitalised at 31 December 2022 and 2021. The recoverability of the tax assets was analysed based on the estimates of future results for each of the companies. Such recoverability depends, in the last resort, on the capacity of each company to generate taxable profit over the period in which the deferred tax assets are deductible. Accordingly, the recoverability analysis was prepared on the basis of the time period in force for these tax assets, with a maximum of 10 years, using the current conditions for the use of such tax assets, especially the limits to offset such tax losses. The negative tax bases pending offsetting and the unused tax incentives at 31 December 2022 and 2021, whose tax assets had been recognised, have the following details by expiry date:
The negative tax bases pending of setting and the unused tax incentives at 31 December 2022 and 2021, whose tax assets had not been recognised, have the following details by expiry date:
Most of the Group companies have all the taxes applicable to them open for review, for the whole period pending expiry (four years from the presentation date for the Spanish companies, except those located in Basque territory, which expire at three years and, generally, five years for foreign operations) or from the date on which they are formed if such date is more recent. The directors of the Parent Company and subsidiaries calculated the corporation tax for 2022 and that open for review, in accordance with the prevailing regulations in each year. Due to the possible interpretations of the tax regulations that may arise as a result of the above, there may be differences associated with the calculation of corporation tax for 2022 and prior years that cannot be objectively quantified. However, in the opinion of the Group's directors and its tax and legal advisors, the tax liability that might arise from them would not materially affect the consolidated financial statements. Nota 30. Earnings per shareBasic earnings per share are calculated by dividing the profit for the year attributable to ordinary equity holders of the Parent Company by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share are also calculated by adjusting the profit attributable to ordinary equity holders of the Parent Company and the weighted average number of ordinary shares outstanding by all the dilutive effects inherent to potential ordinary shares. Basic and diluted earnings per share for 2022 and 2021 are as follows:
The calculation of the weighted average number of ordinary shares at 31 December 2022 does not include the average number of own shares in of 2022, which amounted to 812 thousand shares (981 thousand shares in 2021). Nota 31. CommitmentsThe Group is lessee of buildings, warehouses, machinery and vehicles. The information relating to the lease arrangements at 31 December 2022 was included in the corresponding Notes, by type (Note 11 and Note 23.c.1)). The commitments acquired by the different Group companies relating to the acquisition of fixed assets and tools amounted to 430 million euros at 31 December 2022 (392 million euros at 31 December 2021). It is foreseeable that these orders will be executed from 2023 to 2026. The Group has no guarantees granted to third parties. The amount of guarantees received by the Group from financial institutions and provided to third parties at 31 December 2022 amounts to 182 million euros (134 million euros at 31 December 2021). Nota 32. Related party transactions32.1 Balances and transactions with Related PartiesAt 31 December 2022 and 31 December 2021, the transactions carried out with related parties were as follows:
Receivable balance: positive / Balance payable: negative The related parties in the following tables are subsidiaries and associates of the Acek, Desarrollo y Gestión Industrial Group in which the Parent Company does not directly or indirectly own any ownership interests. Sales included in the accompanying tables detailing transactions with related parties relate mainly to the sale of by-products, while the most significant purchases relate to the supply of steel and services received for tooling and steel cutting works. There are no purchase commitments with related parties that are not related to the Group's own production activity. The breakdown of receivables from and payables to related parties at 31 December 2022 were as follows:
The breakdown of receivables from and payables to related parties at 31 December 2021 were as follows:
The breakdown of transactions with related parties at 31 December 2022 was as follows:
The breakdown of transactions with related parties at 31 December 2021 was as follows:
32.2 Board of Directors' remunerationGestamp Automoción, S.A. received 352 thousand euros in 2022 and 360 thousand euros in 2021, for all remuneration items as a member of the Board of Directors of certain Group subsidiaries. The breakdown of the total remuneration received by the members of the Parent Company's Board of Directors was as follows in thousands of euros:
(From January 1, 2022 to December 31, 2022)The total amount of the loans granted to the members of the Board of Directors of the Parent Company at 31 December 2022 and 31 December 2021 amount to 3,631 thousand euros and 3,525 thousand euros, respectively, including principal plus outstanding interest, and were granted in 2016 for the purchase of shares of the Parent Company from ACEK Desarrollo y Gestión Industrial, S.L. (see Note 12.a.2)). 32.3 Senior Management's RemunerationIn 2022, the total remuneration accrued, for all items, in favour of the members of the Management Committee, Executive Directors excluded, amounted to 6,514 thousand euros (6,875 thousand euros in 2021) included in "Personnel expenses" in the Consolidated Income Statement. The amount corresponding to 2022 and 2021 includes life insurance premiums amounting to 29 thousand euros and 32 thousand euros, respectively. Likewise, the amount corresponding to 2021 includes pension obligations amounting to 101 thousand euros. There are not pension obligation in 2022. The total amount of the loans granted to the members of the Management Committee at 31 December 2022 and 31 December 2021, excluding those who are members of the Board of Directors, which are already included in Note 32.2, amount to 8,481 thousand euros and 8,967 thousand euros, respectively. This includes principal plus outstanding interest, and they were granted in 2016 for the purchase of shares of the Parent Company from ACEK Desarrollo y Gestión Industrial, S.L. (Note 12.a.2)). Nota 33. Other disclosures33.1 Auditors' feesThe fees for the audit of the Consolidated and Individual Financial Statements of the companies included in the consolidation scope for 2022 amounted to 4,695 thousand euros, while in 2021 they amounted to 4,255 thousand euros. 4,506 thousand euros of the foregoing fees were due to the auditors of the Parent Company for all the audit work performed at the Group in 2022, while the amount of such fees totalled 4,190 thousand euros in 2021. The fees received in 2022 by the auditor of the Parent Company's accounts and by the companies that share its trade name, for other services related with the audit of the accounts, amounted to 738 thousand euros, while in 2021 they amounted to 739 thousand euros. The fees received in 2022 by the auditor of the Parent Company's accounts and by the companies that share its trade name, for services other than the audit of the accounts, amounted to 747 thousand euros, while in 2021 they amounted to 899 thousand euros; the nature of these services is mainly collaboration in tax matters and due diligences in the purchase of companies. 33.2 Environmental mattersTotal investments in systems, equipment and facilities relating to environmental protection and improvement had a gross value of 5,046 thousand euros at 2022 year-end, with accumulated depreciation of 3,470 thousand euros, while at 2021 year-end, such investments amounted to 4,520 thousand euros, with accumulated depreciation of 2,796 thousand euros. Environmental protection and improvement expenses incurred in 2022 amounted to 1,965 thousand euros, while in 2021, they amounted to 1,685 thousand euros. The accompanying Consolidated Balance Sheet does not include any provisions for environmental risks, since the Parent Company's directors consider that future obligations to be settled, arising from procedures of companies forming the Group to prevent, reduce or repair environmental damage, did not exist at year-end or that, if they existed, they would not be material. Likewise, no environmental grants were received at year-end. Gestamp has a commitment to reduce its absolute emissions by 30% in scopes 1 and 2 and 22% in scope 3 by 2030, with the baseline of the year 2018. These targets relate to greenhouse gas emissions that occur during the Group's operational processes and are consistent with the reductions required to limit global warming to well below 2°C as set out in the Paris Agreement. To achieve this, the Group has the following lines of action:
These measures entail a reduction in emissions through energy efficiency, increased renewable energy procurement and new R&D developments, and have therefore not had a significant impact on the accounting records nor a significant change in the estimates made by management in previous years. The useful life of the PP&E will not be affected by this commitment as they are not expected to be replaced in advance, as they can generally be powered by electricity from renewable sources. In this respect, the Group is now increasing its commitment to purchase renewable energy. No new indications of impairment have been detected as a result of the commitment made in view of the Group's operational expectations. Reasonably possible changes to the absolute emission reduction commitment would not have a material impact on the estimates of the value in use of the CGUs subject to the impairment test detailed in Notes 5 and 6. Stocks of raw materials and finished products have a very low turnover due to the "just in time" production models, which limits their deterioration due to foreseeable changes in the trend in the type of vehicle of the end customers. In addition, the group's business lines, body-in-white, chassis and mechanisms, do not have to be adapted to the type of energy used by the vehicle. At the date of these financial statements, the Group has no constructive or contractual obligation giving rise to an environmental provision. Nota 34. Financial risk managementThe Group uses the review of business plans, the study of the relationship between exposure and the present value of the cash flows arising from an investment, and the accounting vision that allows the assessment of the state and development of the different risk situations for financial risk management. 34.1 Financial risk factorsIn compliance with prevailing legislation, below is a description of the main financial risks to which the Group is exposed:
Exchange rate riskThe exchange rate risk mainly arises from: (i) the Group's international diversification, which leads it to invest and obtain income, results and cash flows in currencies other than the euro, (ii) payables in currencies other than those of the countries in which the companies are located that have taken the debt and (iii) accounts receivable or payable in foreign currency from the standpoint of the company recognising the transaction. The fluctuation in the exchange rate of the currency in which a given transaction is carried out against the accounting currency may have a negative or positive impact on profit or loss and equity. The Group operates in the following currencies:
To manage exchange rate risk, the Group uses (or evaluates the possibility of using) a series of financial instruments, basically (Note 23.b.1)): A. Foreign currency forward contracts: These arrangements lock in the price at which an entity can buy or sell a currency on a set date; the timing can be adjusted to align the transactions with the hedged cash flows. B. Options: The objective is to seek to protect against the negative impact of any exchange rate exposure, or any price ranges, or to fix a maximum or minimum exchange rate (collar or tunnel) on the date of settlement, or structures with a minimum cost or even zero (by renouncing benefits in different scenarios in exchange for achieving protection in other scenarios). In some of the sales contracts in some countries, prices are partially adjusted according to the exchange rate, with different formulas, which offers some protection against devaluations. The Group maintains debt in foreign currencies to reduce the sensitivity of the Net Financial Debt/EBITDA ratio to exchange rate fluctuations, and to partially offset possible losses in the value of assets due to exchange rate fluctuations, with savings in the value of liabilities. The sensitivity of results and of equity to the changes in the exchange rates of the currencies in which the Group operates with respect to the euro are detailed below. The sensitivity of results to the changes in the exchange rates of currencies for 2022 and 2021 is as follows:
The sensitivity of equity to the changes in the exchange rates of currencies for 2022 and 2021 is as follows:
The foregoing amounts were calculated by increasing or decreasing by 5% the exchange rates applied to convert to euros both the income statements of the subsidiaries and their equity. Also, in 2022, consolidated equity was increased further by 50.7 million euros, due to the change in translation differences, mainly as a result of investments outside the eurozone. Interest rate riskThe Group's borrowings mainly bear interest at floating rates, exposing it to risk from fluctuations in market interest rates, so that index fluctuations affect cash flows and how they are reflected in the Financial expenses. The Group mitigates this risk by using interest rate derivative financial instruments, mainly swaps, by which it converts the floating rate on a loan into a fixed rate. It may swap the rate on a portion of the loan or on the entire loan, and for its entire duration or a part thereof (Note 23.b.1)). The Group's borrowings accrue a floating rate indexed to the Euribor, Dollar Libor and other foreign exchange interbank indexes. Conversely, the bonds issued by the Group on May 2016 and April 2018 accrue a fixed interest rate. The Group ́s financial debt accrues both a floating and a fixed rate as a consequence of seeking a balance in the financial expenses, adapting them to the economic cycle, the interest rate (short and long term) and their foreseeable development and the financing alternatives (especially the terms, costs and depreciation). It is also influenced by the changes in debt, which leads to using the facilities and performing repayments dynamically, based on the agreement facilities. If in 2022, the average benchmark interest rate on financial debt denominated in euros had varied by 50 bps, maintaining the remaining variables constant, financial profit would have been modified by 13,572 thousand euros. If in 2021, the average benchmark interest rate on financial debt denominated in euros had varied by 50 bps, maintaining the remaining variables constant, financial profit would have been modified by 13,405 thousand euros. Liquidity riskLiquidity risk is evaluated as the risk that the Group will not be able to service its payment commitments as a result of adverse conditions in the debt and/or equity markets that prevent or hinder its capital raising efforts or cash liquidity needs exceeding those budgeted. The Group manages liquidity risk looking for cash availability to cover its cash needs and debt maturity for a period of 12 months, thereby avoiding the need to raise funds on disadvantageous terms to cover short term needs. The available liquidity comprises cash and cash equivalents and undrawn credit lines, according to the consolidated balance sheet, without adjusting them proportionally by the shareholdings, or by resources in subsidiaries subject to administrative authorisation. As at 31 December 2022, cash and cash equivalents amounted to 1,695.1 million euros, current financial investments amounted to 104.6 million euros, undrawn credit facilities amounted to 464.3 million euros and the undrawn Revolving Credit Facility amounted to 325 million euros, bringing the total amount of cash and cash equivalents to 2,589.0 million euros (Note 4.4) (2,326.8 million euros at 31 December 2021). Also, financial debt maturing under 12 months amounts to 1,263.9 million euros. As at 31 December 2022, cash flows from operating activities were positive in the amount of 1,044.9 million euros, which, compared to cash flows from investing activities (excluding the sale and purchase of companies), which were negative in the amount of 706.6 million euros, represents an excess of positive cash flows in the amount of 338.3 million euros (195.7 million euros at 31 December 2021). Liquidity risk management in the next 12 months is complemented with the management of the debt maturity profile, seeking an appropriate average maturity and refinancing in advance the short term maturities, especially in the first three years. At 31 December 2022, the average life of the Group's net financial debt was 2.53 years (estimated considering the use of cash and long-term credit lines to repay shorter term debt) (3.12 years at 31 December 2021). Working capital can be defined as the permanent financial resources that finance the company's current activities, that is, the portion of current assets financed with long-term funds. At 31 December 2022, positive working capital amounts to 81 million euros. This is the difference between the long-term financial debt (2,681 million euros) plus equity (2,758 million euros), less net fixed assets, excluding deferred tax assets (5,358 million euros). This amount exceeded the working capital related to the EBITDA, amounting to -136 million euros at 31 December 2022 (-159 million euros at 31 December 2021). Credit riskCredit risk is concentrated primarily in the Group's accounts receivable, which have a high credit rating. Each business unit manages its credit risk according to policies, procedures and controls determined by the Group regarding credit risk management of customers. At each closing date, the Group companies analyse on the basis of real historical data the balances of each major client individually in order to determine the need for provisions or impairment. The Group has no guarantee on debts and has concluded that the risk concentration is low given that its customers belong to distinct jurisdictions and operate in highly independent markets. The credit risk with banks is managed by the treasury department of the Group according to Group policies. Investments of excess funds are only made with authorised counterparties and always within the credit limits assigned to such counterparties. The limits are established in order to minimize risk concentration, thereby mitigating financial losses in the event of a default by the counterparty. The maximum exposure of the Group to credit risk at 31 December 2022 and 31 December 2021 are the carrying amounts, as shown in Note 15, except for financial guarantees and derivative financial instruments. The net Credit Valuation Adjustment by counterparty (CVA + DVA) is the method used to value the credit risk of the counterparties and the Parent Company in calculating the fair value of derivative financial instruments. This adjustment reflects the possibility of bankruptcy or impairment of the credit quality of the counterparty and the Parent Company. The simplified formula corresponds to the expected exposure multiplied by the possibility of bankruptcy and by the expected loss in case of nonpayment. For calculating such variables the Parent Company uses market references. Commodity price riskSteel, followed by aluminium, is the main commodity used in the business. In 2022, 60.2% of the steel and 82.7% of the aluminium had been purchased through "re-sale" programs with customers (66.0% of steel and 85.8% of aluminium in 2021), whereby the car manufacturer periodically negotiates with the steel maker the price of the steel and aluminium that the Group uses for the production of automotive components. The selling price of the end product to the customer is directly adjusted by any fluctuations in aluminium and steel prices. In the case of products that use aluminium and steel purchased outside the "re-sale" method, a part of the customers adjust the prices of Group products, taking as a base the fluctuations in steel prices that the customers agree with the iron and steel industry, others adjust the prices based on public indexes and with others negotiations are held upon the initiative of the parties. Historically, the Group has negotiated its steel purchase agreements with the iron and steel manufacturers to ensure suitable conditions. 34.2 Hedge accountingFor the purpose of hedge accounting, the Group classifies its hedges as:
Such derivative financial instruments are initially recognised in the Consolidated Balance Sheet at acquisition cost and are subsequently valued in each period at fair value. Changes in fair value are normally accounted for in keeping with specific hedge accounting criteria. The accounting for these instruments is carried out as follows:
34.3 Fair value of financial instrumentsThe fair value of financial instruments is determined as follows:
Non-current financial assetsThere is no difference between the fair value and carrying amount of non-current loans granted since they all accrue interest at floating rates. Equity investments in other companies are included in the Consolidated Balance Sheet at fair value when they can be valued reliably. Since it is usually not possible to measure the fair value of shareholdings in unlisted companies reliably, these investments are valued at acquisition cost or lower if there is evidence of impairment. Changes in fair value, net of the related tax effect, are recognised with a charge or credit, as appropriate, to "Retained earnings" within Equity until these investments are sold, at which time the cumulative amount recognised in Equity is allocated in full to the Consolidated Income Statement. If fair value is lower than acquisition cost, the difference is recognised directly in equity, unless the asset is determined to be impaired, in which case it is recognised in the Consolidated Income Statement. Trade receivablesFor receivables due in less than one year, the Group considers the carrying amount a reasonable approximation of fair value. Current financial assetsThere is no difference between the fair value and carrying amount of short term loans granted since they all accrue interest at market rates. For other current financial assets, as their maturity is near the financial year end, the Group considers their carrying amounts a reasonable approximation of fair value. Interest-bearing loans and borrowingsFor current and non-current bank borrowings there is no difference between fair value and carrying amount since all these borrowings carry interest at market rates. Trade and other payablesThe Group considers the carrying amount of the items recorded in this Consolidated Balance Sheet heading to be an adequate approximation of fair value. Fair values of financial instrumentsThe fair values of current and non-current financial assets and liabilities do not differ significantly from their respective carrying amounts. The Group uses the following sequence of three levels, based on the relevance of the variables used, to measure the fair value of its financial instruments:
The classification of financial assets recognised in the Consolidated Balance Sheet at fair value, in line with the methodology for calculating such fair value, was as follows:
The classification of financial liabilities recognised in the Consolidated Financial Statements at fair value, in line with the methodology for calculating such fair value, was as follows:
34.4 Capital risk managementThe objective of the Group's capital management is to protect its ability to continue as a going concern, upholding the commitment to remain solvent and looking for a high shareholder value for shareholdings. The Group monitors its capital structure based on its leverage ratio. It defines leverage as net financial debt (financial borrowings, finance lease payables, borrowing from related parties and other financial liabilities less short-term financial investments and cash and cash equivalents) divided by total equity (consolidated equity plus grants pending release to the income statement). At 31 December 2022, this ratio is 0.8 (1.00 at 31 December 2021). The Net Financial Debt/EBITDA ratio (last 12 months) is mainly used to monitor solvency, which amounted to 1.8 at 31 December 2022 (2.3 at 31 December 2021). Gestamp Automoción, S.A.'s rating is BB- stable outlook from Standard & Poor's and Ba3 stable outlook from Moody's, which makes it a speculative grade. Nota 35. Information on payment deferrals to suppliers in trade operationsThe Group's Spanish companies have adapted their internal process and payment period policy to Law 15/2010, hence, measures to fight against default in trade operations have been implemented. In this regard, the conditions for contracting to commercial suppliers relating to industrial activity for the manufacture of parts located in Spanish territory included payment periods equal to or less than 60 days in both 2022 and 2021, as stipulated in Transitional Provision Two of the aforementioned law. In accordance with such Law, the following information corresponds to the Group companies that operate in Spain: 2022
2021
The monetary volume paid in the financial year 2022 in a period shorter than the maximum mandated in regulation of late payment, for companies based in Spain, is 673,169 thousand euros corresponding to 42,027 invoices. For reasons of efficiency and in line with common business uses, the Group's Spanish companies basically have a supplier payment schedule, whereby payments are made on fixed days which, at the main companies, are twice a month. Generally in 2022 and 2021, the payments made by Spanish companies to suppliers, under agreements entered into following the entry into force of Law 15/2010, did not exceed the statutory deferral limits. Payments to Spanish suppliers which, in 2022 and 2021, exceeded the legal term established have been, in quantitative terms, of scant importance and arise from circumstances or incidents removed from the payment policy established, including mainly the conclusion of the agreements with suppliers in the delivery of goods or the provision of the service or specific handling processes. Also, at 31 December 2022 and 2021, no amounts were pending payment to suppliers located in Spain that exceed the legal payment term. Nota 36. Subsequent eventsThere were no significant events after 31 December 2022 Nota 37. Information on compliance with article 229 of the Spanish Companies LawIn conformity with articles 229 and 231 of the Spanish Limited Liability Companies Law (LSC), in order to reinforce the transparency of Spanish corporate enterprises, the Parent Company's Board members informed that they had not been involved in any direct or indirect conflicts with the interests of the Parent Company or its subsidiaries. Also, Mr Francisco José Riberas Mera and Mr Juan María Riberas Mera, members of the Parent Company's Board of Directors, informed that they are shareholders and directors of ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. and of the companies forming part of the Group of which it is the head. ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. is the Parent Company of an industrial group which carries on the following activities through the following subgroups:
Also, ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. held investments in companies which might be considered to have an activity that is the same or similar, or one complementary, to the main activity of the Parent Company or of Group companies, which are as follows:
Nota 38. Additional note for English translationThis document is a translation into English of an original document drafted in Spanish. This translation is for information purposes only; therefore, in case of discrepancy, the Spanish version shall prevail. Appendix IScope of consolidation
(A) This company is consolidated under full consolidation method in Gestión Global de Matricería subgroup. This Subgroup is accounted for in Gestamp Automoción Group using the equity method. The companies in the following table comprise the Sideacero subgroup. The companies which compose the Griwe subgroup at 31 December 2022 and 31 December 2021 are as follows:
Appendix IIIndirect investments at 31 December 2022
Indirect investments at 31 December 2021
Appendix IIIGuarantors for 2013 Syndicated Loan (modified in subsequent years)
Also, a pledge was arranged on shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A. Guarantors for June 2016 European Investment Bank Loan
Guarantors for May 2020 European Investment Bank Loan
Guarantors for KfW IPEX Bank GmbH Loan
Guarantors for April 2018 bond issue
Also, a pledge was arranged on shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A. Guarantors for October 2019 Schuldschein issue of bonds
Guarantors for Caixabank, S.A. Loan March 2020
Guarantor Companies for the Loan from the Official Credit Institute, Corporate State-owned Entity, July 2020
ANNUAL REPORT 20221. LETTER FROM THE CHAIRMANThe Gestamp story began more than 25 years ago. In these 25 years, we have gone from being a small local stamping supplier to a world leader in the development and manufacture of metal components for the automotive sector. We have experienced huge growth, expanding our activity to 24 countries and employing more than 40,000 people of different nationalities who make up a great, diverse and multicultural team. During these 25 years, there have been good and bad periods in which the company has always been by its customers ́ side accompanying them in their globalisation, helping them to develop increasingly safe and efficient vehicles and offering them innovative solutions to the many and diverse challenges of the automotive sector. In 2022 major challenges were experienced, mainly in the form of skyrocketing inflation and the implementation by central banks of sharp increases in interest rates, after years of expansive monetary policy. The war in Ukraine, a major human tragedy that sadly continues its course, has had a significant impact in price increases and supply chain tensions particularly in relation to energy. In this context, global vehicle production has continued its recovery. Although still below pre- pandemic volumes, the annual growth for 2022 was 6.7%, with a very uneven distribution in geographical areas. In 2022, we have again seen major growth in the manufacture of electric vehicles. Once again, the commitment, performance and efficiency of our teams has made it possible to react in the best way possible in the face of the uncertainty. In this context, the Group has presented very positive results, with revenues increasing by +32.5% in 2022, reaching €10,726.4 million. In terms of profitability, EBITDA in 2022 reached €1,209.5 million, surpassing the pre-pandemic levels, with an increase of +21.2% with respect to 2021. The EBITDA margin was 12.7% in 2022 and the net profit for the period reached €260 million, versus the €155.4 million reported in 2021. Free cash flow generation was €255 million, despite strong investment in new projects for electric vehicles and Gestamp's net borrowing falling once again, with our financial leverage at the lowest levels in many years. As a family business, Gestamp was intended to be a long-term project from the very beginning. This intention has remained strong over the years, through the fostering of long-lasting relationships based on trust with our main stakeholders. Over the past 25 years, Gestamp has established itself as a major group in the automotive industry, committed to ensuring safety and reliability, always striving for a safer and cleaner mobility. For all these reasons, ESG is a priority in our business culture and the reason why, in 2022, the Board of Directors approved an ESG Strategic Plan to 2025. This plan has been possible thanks to the effort of many teams involved and the contributions of the ESG Committee consisting of members of Senior Management and the Sustainability Committee of the Board of Directors. This strategic plan is a step further in the trajectory maintained since the start of our activity, and whose priority is to contribute, in these times of transition, to the decarbonisation of the sector and the company's commitment to the circular economy. The automotive sector has been strongly focused on reducing emissions during the use of the vehicle, but it is increasingly essential to accompany our clients in reducing emissions throughout the supply chain. In this context, in 2022 an agreement was signed with Cemig, so that all the production and R&D centres that Gestamp has in Brazil operate with 100% renewable energy from 2023. In addition, since 2022, and thanks to a similar agreement signed with Naturgy, all the production and R&D centres that Gestamp has in Spain operate with 100% renewable energy. Gestamp has a circular economy business model that encourages responsible waste treatment practices. More than 98% of Gestamp's waste is recycled, reused and recovered instead of being deposited in landfills. With regard to our supply chain emissions, the vast majority of them are from our principal raw material, steel. The strategic investment in Gescrap at the end of this period strengthens the Group's major commitment to leading the circular economy, promoting the use of scrap metal as a secondary raw material in the production of low emissions steel, and therefore reducing our scope 3 emissions, specifically of steel. In 2022 we took a step forward to strengthen sustainability cooperation by signing an agreement with ArcelorMittal, through which Gestamp validates and approves low emission steel to comply with the standards of excellence that automotive clients require, therefore helping make vehicles more sustainable. Moreover, we have to continue committing to competitiveness, digitisation and innovation. For several years now, Gestamp has been a pioneer in digitisation and Industry 4.0 capabilities to achieve greater flexibility in manufacturing and efficiency at its plants. In 2022, more codevelopment projects than ever were carried out, 79% more than in 2017. Gestamp continues to work closely with its customers, providing a wide range of new products for electric vehicles. ESG will continue to gain increasing relevance in the Group, and we will continue to put all the means available to deploy the sustainability strategy, reaffirming our commitment to the Ten Principles of the Global Compact and contributing to the achievement of the UN Sustainable Development Goals to secure a better and more sustainable world. In 2022, Gestamp celebrates its 25 th anniversary, looking back with pride and motivated to take on new challenges. 2. GESTAMP GROUP2.1 About Gestamp25 Years on Track Gestamp is a multinational company specialising in the design, development and manufacture of highly engineered metal components for the automotive industry. In 2022, Gestamp celebrates its 25 th anniversary, looking back with pride and motivated to take on new challenges. Since it was formed in 1997, Gestamp has gone from being a small local stamping supplier to a global company, operating in the main automobile manufacturing hubs. The customer has always been at the centre of the business, with Gestamp accompanying them into new markets and offering them innovative solutions to tackle the many different challenges of the automotive industry. Thus, Gestamp is a standout supplier in the automotive components industry, with the necessary critical mass to meet the needs of its customers, and a strategy based on globalisation, technological development, financial solvency and operational excellence. Over the past 25 years, Gestamp has established itself as a major group in the automotive industry, committed to ensuring safety and reliability, always striving for safer and cleaner mobility. With operations in 24 countries, Gestamp is made up of more than 40,000 people of different nationalities, forming a large, diverse, multicultural team. As a family business, Gestamp was intended to be a long-term project from the very beginning. This intention has remained strong over the years, through the fostering of long-lasting relationships based on trust. After 25 years of progress, Gestamp looks to the future ambitiously, while remaining loyal to the core essence of the business and with a firm commitment to becoming better every day. 25 th Anniversary Video: https://www.youtube.com/watch?v=I_dy89r5Y3U Business StrategyGestamp's strategy is based on three key aspects: to be an innovative, competitive and sustainable company.
With its sights set on the long term, and with the aim of maintaining its position as the global strategic partner for automotive manufacturers in BIW, Chassis and Machinery, Gestamp is rolling out a Transformation Plan to adapt its organisational and industrial structures, in preparation for the future and for any changes the market may dictate. Vision and Principles:To be the automotive supplier that is most renowned for its ability to adapt business to creating value for the customer, while maintaining sustainable economic and social development. Corporate principles:1. The client as the centre of the business 2. Operating Excellence as a regular practice 3. Innovation as a means of progress 4. Sustainability to ensure permanence in time 5. People as architects of success Solid Business Track RecordOver its 25-year history, Gestamp has become a global supplier with expertise in technology, standing out for its proximity to its customers, continuous innovation and strong internationalisation strategy. The company bases its strategy on leadership, globalisation, technological development, financial solvency and operational excellence. Organisational StructureThe organisational model is fundamentally structured around business units centred on business, product, process and strategic development, while the geographic divisions are focused on the launch of industrial projects and the efficient management of production capacities, where each production plant is an economic hub. Products and TechnologyOperational excellence is central to the way Gestamp works. Both the products and the activity of Gestamp are the result of high-quality work, efficiency and effectiveness. In the search for lighter, safer and more sustainable products for its customers, Gestamp is committed to innovation as a driving force for developing solutions that help in the transition towards cleaner mobility that is more beneficial for people, and to help address challenges within the industry. TechnologyGestamp features a broad range of technology, allowing it to provide customers with innovative solutions that respond to industry demands by ensuring a balance between safety, performance, weight and cost. Over its 25-year history, Gestamp has have evolved technologically from a company specialising in cold stamping to a multi-technological company, continually striving to incorporate new technology into manufacturing processes and expanding on traditional techniques. Gestamp is a leader in hot stamping technology, with more than 100 lines all over the world. This technology makes it possible to manufacture safer and lighter metal components. This, in turn, reduces the overall weight of the vehicle, thereby reducing CO 2 emissions. By weighing less, these components reduce the overall weight of the vehicle, which in turn reduces power consumption and energy use.
ProductsGestamp boasts a wide range of products, many of which are essential for the structural integrity of vehicles. Gestamp's activity extends to all the processes involved in manufacturing parts, from the creation of presses and dies to the manufacturing and finishing of the product. Body in whiteBody-in-White (BIW) products make up the structure that bears the weight of the vehicle and protects the driver and passengers. The performance of these parts is highly important in terms of safety and weight reduction. ChassisThe chassis comprises the under body of the vehicle and includes systems, frames and related parts, such as front and rear axles and couplings, control arms and integrated couplings, which connect the body to the powertrain of a vehicle and support its weight. These structures are essential for the dynamics, performance and safety of vehicles and have a particular influence as regards noise, vibrations, driving and impacts. MechanismsThese are mechanical components, such as hinges for doors, bonnets and boot doors, door checks and door hinges, which enable users to open and close a vehicle's bonnet, side doors, rear doors and boot, as well as pedal systems and hand brakes. Mechanisms also include powered systems that allow vehicle doors to open and close electrically and by means of remote activation These components afford important functionalities and play a significant role in safety and comfort. Dies, Presses and Other Products and ServicesGestamp has established broad in-house capabilities for developing and manufacturing dies, covering the entire value chain: design, machining, construction, commissioning, developing prototypes and tracking. The company also offers its own press construction services and engineering technical services, independent of its specific manufacturing programmes. In this way, Gestamp keeps within the group the maximum experience in stamping processes, both cold and hot, achieving the optimization of quality and commitment to cost. 2022 Milestones2022 has been marked by the celebration of Gestamp's 25th anniversary, with different commemorative events in which the evolution of Gestamp has been valued, going from being a local stamping supplier to a global company, also standing out for its ability to face the new challenges of the sector.
25th Anniversary: Memory BookGestamp has celebrated 25 years of history by taking a trip back in time. Those at the organisation took part in an interactive panel where they shared memories, anecdotes and the milestones of their time at the company, showing a sense of pride in what has been achieved, in the families and teams that have been created, and in the commitment to innovation, the environment and the growth of Gestamp. Several production plants also held separate celebrations for their 25 th anniversary through meetings and employee events. Gestamp is well aware that its history has been written by people and teams, and so throughout the year employees have been given the chance to get involved with Gestamp's Memory Book. An initiative that captures Gestamp's journey over the years, remembering the company's most significant milestones through the voices and experiences of its longest-standing employees, and paying tribute to the more than one hundred plants that make up the Gestamp Group. 2.2 Economic StrategyCompany Performance and ResultsMacroeconomic Context and Sector EvolutionAs reported in the January World Economic Outlook (WEO) update, global economic growth is estimated to have reached 3.4% in 2022. GDP growth has been lower than expected at the beginning of 2022 - the International Monetary Fund (IMF) forecasted a 4.4% global economic growth in its January 2022 WEO - as a result of the outbreak of the Russia-Ukraine conflict, the soaring inflation seen in most countries and a resurgence of COVID-19 in China. These factors are expected to continue weighing down global economic activity in 2023 and the IMF now expects a limited global GDP growth of 2.9% in 2023, 0.2% higher than the October 2022 WEO projections. In addition to the turbulent macroeconomic context, the auto sector has also continued to be impacted by the semiconductors shortage during 2022, although to a lesser extent versus the previous year. According to IHS update as of February 2023 volumes grew by 6.2% in Gestamp's footprint during 2022 reaching 74.5 million units which stands 6.1 million units below prepandemic levels (2019). Once again, Gestamp has outperformed the market on a constant currency basis and excluding the impact from raw materials by 10.4 percentage points (in Gestamp's footprint - IHS data as of February 2023) or by 11.8 percentage points on a weighted basis and excluding raw materials. During 2022, North America (NAFTA) and South America (Mercosur) were the two regions showing the strongest production growth (+9.5% and +8.3%, respectively) followed by Asia (+7.3%) and Western Europe (+6.5%), while Eastern Europe saw a production volume decline of -9.8% (in Gestamp's footprint according to IHS as of February 2023) due to the impact of the war in Ukraine. According to IHS (as of February 2023), global light vehicle production is expected to continue its recovery trend in 2023 with a 3.5% YoY growth across Gestamp's production footprint. By the end of 2023, market production volumes should still be 3.5 million vehicles below those of 2019 and are expected to reach pre-pandemic levels only in 2024 when production volumes are expected to increase by 4.4% YoY. Beyond the short-term challenges, the automotive industry continues looking at the medium term and the electrification trend is further accelerating, as a result of tougher regulations related to emissions in most countries. In this context, IHS as of December 2022 expects electric vehicles (EV) to represent more than 24% of total production volumes by 2024 versus a 14% in 2022. Europe, China and the United States are being the main promoters of this EV trend, with major OEMs already deploying substantial capex to develop their EV platforms. Gestamp continues to work closely to its clients consolidating its positioning in this powertrain transition through its focus in Research and Development, which allows to provide OEMs with an ample scope of new products for EVs such as the extreme size parts and the battery related products, but also with better solutions to adapt our products such as the re-engineered chassis for EVs. Financial Results OverviewThe 2022 financial year was marked by auto production volumes still impacted by the disruptions in the supply chain, together with a rising inflation and the increase in interest rates by central banks to tackle this inflation. Revenues increased by +32.5% in 2022 reaching €10,726.4 million, implying a +31.7% increase at constant FX. Considering organic growth at Fx constant and excluding the impact of raw materials price increase of € 1.205.6 million, the Group has reached an outperformance to the market of +10.4 percentage points (compared to market production volume growth in Gestamp's production footprint - IHS data as per February 2023 of +6.2%). In terms of profitability, EBITDA in 2022 reached €1,209.5 million including the contribution from Gescrap with an implied improvement of +21.2% when compared to 2021. EBITDA margin stood at 12.7% in 2022, excluding the impact of raw materials at top line, consolidating the profitability improvements implemented since 2020. The net profit for the period reached €260.0 million versus the €155.4 million reported in 2021. In 2022 the capital expenditure of Gestamp increased by €267.3m (including IFRS 16), or +50.3%, to €798.5m from €531.2 in the previous year. Capital expenditures include mainly growth, recurrent and intangible capital expenditures. Growth capital expenditures defined as capital expenditure on greenfield property, plant & equipment, major plant expansions and new customer products/technologies. Recurrent capital expenditures mainly include investments to replace existing programs and expenditures on the maintenance of our production assets. Lastly, intangible capital expenditures include a part of the Group's investments in R&D, among other concepts.
Gestamp's Net financial debt as of 2022 year-end amounted to €2,145.2 million, implying a leverage ratio (Net financial debt / EBITDA) of 1.77x. In summary, main figures in 2022 compared to 2021 are as follows:
In 2022, Gestamp has met all the targets guided to the market: i) outperformance of +10.4 p.p. to auto production volumes growth, ii) an EBITDA margin standing at 12.7% excluding raw materials, within the 12.5%-13.0% range guided, iii) capex at 8.4% of revenues excluding raw materials, in line with our target having a capex up to 9% and iv) a Free Cash Flow generation of € 255 million. Revenues by ProductTotal revenues in the period increased to €10,726.4 million, of which Body in White and Chassis represented €9,198.1 million and Mechanisms represented €1,099.4 million. Tooling and others stood at €428.9 million in 2022. Revenues and EBITDA by Region
Western Europe:Revenues in 2022 increased by €961.7 million, or +29.0% (same at Fx constant) to €4,278.2 million from €3,316.5 million in 2021. Performance was positive across all countries in the region as a result of production volumes growth of 6.5% YoY in Western Europe in Gestamp's production footprint as of IHS in February 2023 and also partly explained by the pass-through to customers of the increase in the price of raw materials. EBITDA in 2022 experienced an increase of €118.5 million, or +34.9%, to €457.6 million from €339.1 million in 2021. EBITDA margin in the region has reached 10.7% versus 10.2% in 2021. Eastern Europe:During 2022, revenues increased by €311.7 million, or +24.2% (+52.7% at constant FX), to €1,597.4 million from €1,285.7 million in the previous year. All countries in the region have performed positively in the year, partly explained by the raw materials pass-through, except for Russia. The region experienced FX headwinds, mainly in Turkey, which impacted negatively our results. EBITDA during 2022 decreased by €2.8 million, or -1.2%, to €232.3 million from €235.1 million in 2021, mainly due to the €20 million provision booked in Russia. As a result, EBITDA margin in the region stood at 14.5% in 2022, deteriorating from the 18.3% reported last year. North America (NAFTA):During 2022, revenues increased by €479.1 million, or +25.9% (+11.9% at constant FX), to €2,325.6 million from €1,846.4 million during 2021. EBITDA in 2022 decreased by €5.9 million, or -2.9%, to €196.0 million from €201.9 million during the year of 2021. EBITDA margin reached an 8.4% South America (Mercosur):Revenues in 2022 increased by €371.0 million, or +75.0% (+60.7% at constant FX), to €865.8 million from €494.8 million in 2021. This region has shown the strongest performance in the year, due to a positive performance of both Brazil and Argentina. During 2022, EBITDA increased by €48.9 million, or +86.7%, to €105.2 million from €56.4 million in 2021. In 2022, EBITDA margin improved to 12.2% from the 11.4% reported in 2021. Asia:Revenues in 2022 went up by €492.5 million, or +42.8% (+33.8% at constant FX) to €1,642.0 million from €1,149.5 million in 2021. EBITDA during 2022 increased by €51.3 million, or +31.0%, to €216.3 million from €165.1 million in 2021. EBITDA margin reached 13.2%. Debt and LiquidityAs of December 31st, 2022, Net financial debt amounted to €2,145.2 million resulting in a 1.77x leverage ratio (Net Financial Debt / EBITDA).
Our long-term indebtedness with credit institutions and debt securities consists mainly of €396 million in senior secured bonds issued in 2018 and maturing in 2026, €83 million senior bonds (Schuldschein bond) issued in 2019, €938 million of a senior secured loan originally signed on April 19, 2013, €200 million of debt with the European Investment Bank, €100 million of debt with the Instituto de Crédito Oficial (ICO) and €535 million of aggregate principal amount in other bilateral financings. Our main source of liquidity is our operating cash flow. Net cash flow from operating activities amounted to €1,044.9 million in 2022. In addition, Gestamp has a €325 million Revolving Credit Facility maturing in 2025 that is undrawn as of December 31, 2022, as well as €96.3 million in credit facilities maturing in more than 12 months, of which €4.9 million were drawn as of December 31, 2022 and €382.2 million in credit facilities maturing in less than 12 months, of which €9.3 million were drawn as of December 31, 2022. These credit lines are generally renewed each year, do not have any security and have customary covenants. Foreseeable Evolution of the GroupAccording to IHS data as of February 2023, the auto sector will continue its recovery trend in 2023 with global light vehicle production expected to grow by 3.5% versus 2022 based on countries in Gestamp's production footprint with the strongest recovery expected to be seen in Western Europe (+9.2% YoY), NAFTA (+5.2% YoY) and Mercosur (+4.7% YoY). Despite the macroeconomic challenges, demand for light vehicles should still be supported over the period by low inventory levels and the existing pent-up demand in the auto sector resulting from the limited offering we have seen over the last two years due to supply chain issues. However, there are still uncertainties in the market and main potential risks to the auto sector recovery lie on: i) a more pronounced macro slowdown than currently expected, ii) supply chain still being disrupted by semiconductors and other components' shortage, and iii) the uncertainty there is around China due to the COVID-19 reopening. Regarding Gestamp's operations, the main focus during 2023 will be to continue tackling the inflationary pressure on our cost base. Inflation reached extraordinary high levels during 2022 and, although it has started to ease in 2023, it is still far from normalized levels and will still put pressure on our margins during the period. The Group will continue deploying its plan to preserve profitability through: i) a strict cost control, ii) further implementation of efficiency measures, iii) improvement of business flexibility and iv) constructive price discussions with its customers. As a result of this ongoing inflation, steel prices are still above its historical average and, as seen throughout 2022, despite not having an impact on absolute EBITDA figures due to the passthrough mechanisms the Group has in place, it will continue having a dilutive effect on EBITDA margin in 2023. In this context, the Group is determined to continue reinforcing its financial positioning and expects a solid performance in 2023. Gestamp expects revenues in 2023 to grow by double-digit versus 2022, which entails a high-single digit outperformance to market and a 4-5% of additional growth from consolidating Gescrap. In terms of profitability, the Company expects EBITDA on absolute terms to grow by double-digit compared to 2022, with an EBITDA margin excluding raw materials of 12.5% to 13.0%. Regarding capex and Free Cash Flow targets, Gestamp expects to invest around 7.5% of revenues in 2023 and to generate more than €200 million of Free Cash Flow (FCF defined as net debt reduction excluding minority acquisitions, dividends, and share repurchases as well as potential M&A items). Gestamp is strongly committed on delivering on this guidance. The Group's competitive positioning remains strong and, beyond 2023, Gestamp will continue focusing on capturing new opportunities, particularly linked to the electrification trend, whilst keeping a prudent financial profile. Fiscal StrategyGestamp bases its fiscal strategy on current national and international tax regulations, aware of the importance and need of its contribution to the public finances of the different territories in which it operates. Fiscal Policy revolves around four basic pillars:
The bodies at Gestamp that are competent and responsible for the fiscal area include the Board of Administration, the Audit Committee, the Risk Committees, the Fiscal Area of the Legal Advice and Tax Department, and the Internal Audit and Risk Management Department. In particular, the Fiscal Area of the Legal Advice and Tax Department is in charge of preserving and developing all the principles and values of Gestamp in the area of taxation and of overseeing their fulfilment, defining and establishing the required control mechanisms. It also provides information on fiscal risks and their management to the Internal Audit and Risk Management Department which, in turn, follows up and monitors said risks, including them in the Group's Comprehensive Risk Management System and informing the Audit Committee of them. Information on corporate tax expenses, profit before taxes and subsidies by country.
The Company in the Capital MarketsStock Exchange EvolutionOn April 7 th , 2017, Gestamp made its debut as a publicly listed company on the Spanish stock exchanges (Madrid, Barcelona, Bilbao, and Valencia) under the "GEST" ticker. The final offering consisted of 156,588,438 shares (initial offering of 155,388,877 plus final over-allotment option of 1,199,561 shares corresponding to the Greenshoe of 23,308,331 shares). The price was set at 5.60 euros per share, representing an initial market capitalization of €3,222 million. Since December 2017, the company's shares have been included in the IBEX Medium Cap index. As of December 31 st of 2022, 73.76% of the share capital was controlled (directly and indirectly) by Acek Desarrollo y Gestión Industrial S.L. (the Riberas Family industrial holding), being 61.235% owned by Acek and 12.525% by Mitsui. Gestamp's total Free Float amounted to 26.240% as of December 2022 (including shares held by the Board of Directors and Gestamp own shares that JB Capital Markets operates under the liquidity contract). See below for Gestamp ́s share price evolution since January 1 st , 2022: As of December 31 st , 2022, Gestamp's shares have decreased by -18.8% since the 31 st of December 2021, implying a market capitalization of €2,080 million at the end of the year. Total volume traded during 2022 stood at 127.9 million shares or €440.0 million. The shares reached its maximum level for the year on January 6 th , (€4.67) and its minimum level on March 8 th , 2021 (€2.82). During 2022, the average share price stood at €3.50. The most relevant information regarding the stock's evolution in 2022 and 2021 is shown in the table below:
Data as of December 31 st , 2022. Source: Bloomberg & BME (Bolsas y Mercados Españoles) Transactions with Own SharesOn 27 July 2018, the Parent Company entered into a liquidity agreement with JB Capital Markets, S.V., S.A.U., adapted to Circular 1/2017, of 26 April, of the CNMV. The framework of this agreement will be the Spanish stock markets. This agreement stipulates the conditions in which the financial intermediary will operate for the account of the issuer, buying or selling own shares of the latter, with the sole objective of favouring the liquidity and regularity of their listing, and it will have a duration of 12 months, deemed to be tacitly extended for the same period, unless indicated otherwise by the parties. The amount earmarked to the cash account associated with the agreement is 9,000 thousand euros. Treasury shares as of December 31st, 2022 represented 0.08% of the Parent Company's share capital (0.12% as of December 31st, 2021) and comprised 460,513 shares (676,492 shares as of December 31st, 2021), at an average acquisition price of €3.483 per share (€4.014 per share as of December 31st, 2021). The movements in 2022 and 2021 were as follows:
The sale price of treasury shares during 2022 detailed in the table above amounted to 27,279 thousand euros (30,795 thousand euros as of December 31st, 2021), generating a negative result of €83 thousand (positive result of €366 thousand as of December 31st, 2021), which has been recognized under Unrestricted Reserves (Note 17.2). Bonds and Credit RatingsOn May 2013, the Group completed an issuance of bonds through its subsidiary Gestamp Funding Luxembourg, S.A., a company belonging to the Western Europe segment. This issuance was carried out in two tranches, one amounting to 500 million euros at an annual coupon of 5.875%, and the other amounting to 350 million dollars with a 5.625% annual coupon. On May 4 th , 2016 the Group issued a bond, through the subsidiary Gestamp Funding Luxembourg, S.A. for €500 million with an annual coupon of 3.5%. The issuance was used to fully refinance the May 2013 Euro bond and accrued interest. The US dollar bonds issued in May 2013 were fully refinanced on June 17 th , 2016 with the tranche A2 of the new syndicated loan granted on May 20 th , 2016. On May 25 th , 2021 the Company early redeemed at par value the €500 million, 3.50% senior secured notes due 2023. On April 20 th , 2018 the Group issued a new bond, through the Parent Company (Gestamp Automoción S.A.), amounting to €400 million with an annual coupon of 3.25%. The issuance was used to refinance certain of Gestamp's existing long and short-term debt facilities. The maturity date of this new bond is April 30 th , 2026. As of December 31 st , 2022 Gestamp's corporate credit rating was "BB- / Stable outlook" by Standard & Poor's and "Ba3 / Stable outlook" by Moody's. On July 26 th , 2022, Moody's confirmed Gestamp's "Ba3 / Stable Outlook" credit rating. Standard & Poor's confirmed the "BB- / Stable outlook" on September 22 nd , 2022.
Dividend PolicyIn 2018, the Board of Directors of Gestamp approved a dividend policy. Gestamp decided to distribute on an annual basis a total dividend equivalent to approximately 30% of the consolidated net profit for each year, but in two payments, anticipating part of the payment via an interim dividend: I. A first payment, through the distribution of an interim dividend, that will be approved pursuant to a resolution of the Board of Directors to be adopted in December of each year and paid between January and February of the following year. II. A second payment, through the distribution of an ordinary dividend, that will be approved by virtue of a resolution of the Ordinary General Shareholders' Meeting at the time of approval of the annual accounts and will be paid between the months of June and July of each year. In line with our policy, in December 2022, the Board of Directors approved the distribution of an interim cash dividend in January 2023 against 2022 financial results. The payment took place on January 12 th , 2023 for a gross amount of 0.061 euros per share. Other Relevant InformationAverage Period for Payment to SuppliersThe Group's Spanish companies have adapted their internal process and payment period policy to Law 15/2010, hence, measures to fight against default in trade operations have been implemented. In this regard, the conditions for contracting to commercial suppliers relating to industrial activity for the manufacture of parts located in Spanish territory included payment periods equal to or less than 60 days in both 2022 and 2021, as stipulated in Transitional Provision Two of the aforementioned law. In accordance with such Law, the following information corresponds to the Group companies that operate in Spain: 2022
2021
The monetary volume paid in the financial year 2022 in a period shorter than the maximum mandated in regulation of late payment, for companies based in Spain, is 673,169 thousand euros corresponding to 42,027 invoices. For reasons of efficiency and in line with common business uses, the Group's Spanish companies basically have a supplier payment schedule, whereby payments are made on fixed days which, at the main companies, are twice a month. Generally in 2022 and 2021, the payments made by Spanish companies to suppliers, under agreements entered into following the entry into force of Law 15/2010, and did not exceed the statutory deferral limits. Payments to Spanish suppliers which, in 2022 and 2021, exceeded the legal term established have been, in quantitative terms, of scant importance and arise from circumstances or incidents removed from the payment policy established, including mainly the conclusion of the agreements with suppliers in the delivery of goods or the provision of the service or specific handling processes. Also, at 31 December 2022 and 2021, no amounts were pending payment to suppliers located in Spain that exceed the legal payment term. Subsequent EventsThere are no significant subsequent events as of 31st December 2022. 2.3 Operational excellenceCompetitiveness, based on quality, efficiency and effectiveness, is one of Gestamp's strategic pillars. With our sights set on the long term, here at Gestamp we strive to continuously improve our processes and operations in order to be efficient at all levels. In a competitive sector, such as the automotive sector, standing out from the rest is necessary. Our operations and management have to be excellent. Gestamp's Transformation PlanIn order to be prepared for the future and the changes forced upon us by the uncertainty of today's world and market, Gestamp has launched Atenea, a comprehensive and ambitious transformation plan for continued growth and improvement, addressing the key issues arising from the company's rapid growth. This project will be a key milestone for the future of the Group and aims to build on everything that has made Gestamp successful in the past, in order to maintain competitiveness in the future. The transformation programme seeks to improve the efficiency and effectiveness of corporate functions and operational layers in processes, systems, organisation and culture. The programme was launched in September 2021 with 45 initiatives, signifying the first steps of this model of excellence. This live project will see the launch of a second wave of 25 initiatives at the start of 2022, this time put forward by the organisation and led by talent from all regions. Thus, the transformation plan is a programme championed and driven by the organisation itself. All levels of the company are involved, as leaders are rallied to take an active role in the process. There are currently 58 initiatives underway, 39 of which are supported by multidivisional teams working together to come up with the best solution. Around 80% of the programme is expected to have an impact on plants and divisions. In total, more than 700 people are working on Atenea every day. This ambitious plan is part of Gestamp's strategy and will be key to taking on the challenge of the future, with the aim of reinforcing operational excellence in our factories and the transition towards corporate functions with greater added value. ATENEA Transformation Programme:
Atenea's transformation projects and governance model will ensure a positive impact on culture, organisation and ESG Culture:
Organisation:
ESG (environmental, social and governance):
QualityIn the automotive industry, each part that makes up the final product is important in ensuring the correct functioning of the manufacturer's assembly line, the quality of the vehicle and even, for some products, the safety of users. For those reasons, the industry is a pioneer in the application of quality systems throughout the value chain. Gestamp's customers demand flawless products in the required quantity and by the agreed deadline to ensure both the quality of the final product and its proper functioning. Quality systemsAll of Gestamp's production plants have developed and maintained a quality management system that boasts the international certifications required by Gestamp's customers. These certifications are mainly in accordance with IATF 16949 (99% of Gestamp's production plants), with the remaining 1% representing a single plant that only supplies customers who do not require this certification. The management systems of each and every one of the plants are based on Gestamp's minimum quality management system, known as GQS (Gestamp Quality System), which ensures a minimum degree of uniformity across all of them. This management system aids Gestamp's continuous improvement by focusing on the customer and promoting prevention over detection, resulting in fewer defects and less waste in the supply chain, in a safe and sustainable manner. Nevertheless, sometimes customer incidents may arise, in which case built-in mechanisms are activated to provide a full response and to take measures to tackle the causes of these incidents so that they do not recur. These management systems are ever-evolving, capable of adapting to industry changes and seeking continuous improvement. It is worth noting the continued efforts during 2022 to establish and roll-out the new quality-related cost control system, which had begun in 2021, with extensive use of available IT tools. Customer qualityGestamp is committed to building solid and long-lasting relationships with its customers based on trust and, with that in mind, the company promotes continuous dialogue which serves to make improvements and meet their needs. • Annual meetingsAnnual meetings are held at the highest level with customers in order to review short-term results and forecasts; longer-term prospects, trends and opportunities are also discussed at these meetings. Moreover, the development of common strategies, new technologies and any needs raised by the customer are considered. • Day-to-day relationsDirect contact is maintained with the customer in respect of day-to-day activities, both in the industrialisation phase and in mass delivery. During the industrialisation phase of new products, we maintain constant contact with our customers and carry out a special follow-up for those projects that are considered strategic in order to ensure an appropriate response. Our production plants maintain daily contact with the facilities of our customers. This contact is more operational in nature, seeking to provide a flexible response to the requirements and needs of the customer, and resolve any issues that may arise on a day-to-day basis. • Customer auditsThe customer, in turn, visits the plants from time to time to carry out audits and contribute towards continuous improvement, together with periodic assessments which allow Gestamp to determine its level of quality in comparison with the customer's other suppliers, and to take steps where our customers believe there is room for improvement. Each client decides on the frequency of these audits, which is usually yearly, but can be adapted according to the circumstances. Gestamp always works with the customer by arranging these visits and providing the information required for the audit to be conducted properly. Monitoring and Internal controlMonitoring the quality performance of parts delivered to customers is undertaken through internal audits on products, processes and systems, as well as through the use of indicators at all levels of the organisation (plants, regions, divisions and corporations). The incidents that occurred during the year were resolved between the automotive manufacturers and the Group, which favourably managed the incidents within the optimal time frames. This ensured that end users did not face any inconvenience whatsoever and no vehicle in the possession of an end user was recalled for a revision for any reason relating to the products supplied by the Group in 2022. The manner in which said incidents were handled was the key element in resolving them. As such, there was no need to resort to the insurance guarantees that the Group has taken out. Handling of critical componentsGestamp has a specific policy or procedure for the handling of critical components. Gestamp defines 'critical component' as a component with a critical feature that affects safety or prompts compliance with regulatory requirements, in line with the approach of the VDA (Verband Der Automobilindustrie). Components considered to be critical have special features in terms of safety and/or legal/regulatory requirements. They are those components that pose an immediate risk to life and limb, or that must comply with legal regulations. Examples include braking, steering and suspension systems, lights, vehicle noise and crashworthiness. Of all the special features, those concerning safety involve the most risk and are therefore the most important. If such a feature were to fall outside of the prescribed limits, this may affect the safe operation of the vehicle and could lead to an accident. Therefore, under this policy, Gestamp understands product safety as the rules relating to the design and manufacture of products to ensure that they do not pose harm or danger to customers. To ensure the quality of critical components, they must be clearly labelled as such so that any user in the production chain of the component-designer, quality engineer, plant operator or laboratory technician-is aware that they must pay special attention to them. Once identified, special documentary requirements have to be taken into account, which includes determining the documented information concerned and how to manage it. Furthermore, several tests are carried out before the components are sent. By way of example, we may consider arc welding technology. The proper joining of two or more components may be safety critical, especially for the chassis. Therefore, it is highly important to know how to identify a defective joint and to make sure that the welding process has been properly controlled. To enhance this control, process parameters can be identified as special features, such as welding speed and wire material. Project QualityIn order to adequately manage risk right from the project phase, the company area for project quality is leading an umbrella initiative related to risk prioritisation based on the so-called FMEA (Failure Mode and Effects Analysis) cycle, one of the most powerful standards in the industry. To this end, an ambitious programme is underway to improve its use, both in terms of methodology and through the development of an IT tool, which will improve the analysis and detection of potential faults in the design of the product or production process, as well as their causes, and the subsequent implementation of the relevant measures in the mass production control phases. During 2022, the tool was completed according to plan and was rolled out in all plants for projects in their start-up phase, reaching a total of 1,476 active users of the new system with 151 projects, including 408 P-FMEA and 125 Control plans at the end of 2022. General scenarios have also been developed and published for various different technologies, to be reused by all plants, thus capitalising on the experiences already gained throughout Gestamp. Process QualityThe Process Quality area provides the whole organisation with a set of standards and methodologies linked to the most critical technologies and production processes within the Group, focusing in particular on special processes (those in which the part has to be destroyed to ensure that the product is up to standard; such as parts involving arc welding). Its aim is to align all of Gestamp's production activities with the customer's quality requirements and international standards in order to maximise the quality and efficiency of said processes. Thus, Gestamp ensures compliance with the customer's requirements throughout every process, from the early phases of production to delivery of the final product. So far, standards have been established for arc welding, hot stamping, leather pieces, and resistance welding, as well as for subprojects stemming from the main projects. A benchmark was also set for all chassis plants in 2022, covering system aspects and those of each of the relevant technologies. In 2022, part of the plant certification process has been resumed, with the assessment of chassis plants being a priority. In 2023, assessments of the production plants' implementation of those standards already defined are expected to resume. Throughout 2022, the umbrella project for control equipment was implemented. The project had established different lines of action that include assessing the inventory of available equipment in our production plants around the world, reviewing and identifying suppliers of this technology and their limits, and drawing up complete guidelines for different families of equipment. Finally, a database is also available for managing all the equipment, thus optimising the analysis of the plants' needs from a technical perspective, regarding which there has been an improvement in order to obtain and make good use of feedback from the plants. Industry 4.0 modelFor years, Gestamp has been pursuing an Industry 4.0 model in an effort to create more efficient and flexible production plants, as well as more consistent and reliable processes through data analysis and by incorporating intelligence into our processes, so that the right information reaches the right people at the right time. During this time, over 100 IoT projects have been set in motion, covering Gestamp's main production processes such as hot stamping, cold stamping, chassis manufacturing and spot welding. Furthermore, more than 50 projects have been virtualised, ranging from sophisticated production lines to entire factories. Also, 9 applications have been developed for maintenance, logistics, quality and energy efficiency tasks, which facilitate day-to-day plant management. Gestamp has been able to develop these projects thanks to the work of multidisciplinary teams made up of experts in industrial and technological operations, digital developers, and new professional profiles specialised in data management. This has ensured greater knowledge in the areas of digital technology, IoT, big data, virtualisation, as well as others such as artificial intelligence, collaborative robots, resource orchestration, computing, etc. The majority of these technologies are being used in projects currently underway. Thanks to the experience we have gained over the years, the Digital Factory is now a reality at Gestamp. A Digital Factory where everything is connected-products, machines, systems and people-sharing information in real time in a transparent way, meaning the factories can operate efficiently at all times. Gestamp is currently in the process of evolving and structuring all the technologies that are moving towards the concept of smart manufacturing. Above all, this means ensuring integration and standardisation among them, so that they come together in an environment governed to perfection. This will allow us to design and deploy a longer-term strategy. Meanwhile, in 2022 greater impetus was given to all aspects related to change management, the creation of digital culture and the strengthening of teams and structures designed specifically for the implementation of the strategic digitalisation plan. This involves a major effort in terms of training and transforming professional profiles specialised in digital systems, defining positions and duties allocated across the various regions and plants, and fostering a robust community within Gestamp that upholds its strategy and governance overall. Similarly, in terms of new developments and innovation, tremendous effort is going into systematising and standardising relationships with both strategic and service partners, so as to streamline all these efforts and boost progress on the roadmap towards a smart factory. In addition, the structures and platform for the design and deployment of artificial intelligence (AI) applied to the ever-growing quantity of real-time data, are also undergoing reinforcement and standardisation, resulting in more accurate forecasts and better management of scheduled analytics. All this allows Gestamp to deal with any uncertainty in the automotive industry and be more adaptable to change. Gestamp is actively working on a model of a connected, smart, virtualised, safe and scalable factory that can be flexibly, swiftly and efficiently adapted to the constantly changing needs of the industry. By combining experience in digitalisation and advanced engineering, Gestamp has developed a new concept of flexible assembly, allowing for the production of different products on the same line. Thus, we are taking a step further in terms of digital industrialisation, evolving from product-specific and linked systems to generic and individual systems where movements are carried out by AGVs (guided vehicles) instead of static robots. InnovationInnovation as a means of progressFor Gestamp Research and Development is a priority. Through Innovation, Gestamp seeks to anticipate new technological trends and offer differentiating products that meet the requirements of efficiency, weight, cost, quality, comfort, safety and sustainability. With 13 R&D Centers around the world, Gestamp understands Innovation is essential to gain a value added and get a differentiated position in the automotive sector. Gestamp supports its customers in the design and manufacturing of products, from the early stages of development up to final production. This cooperation, which sometimes lasts up to 5 years before a vehicle is launched, enables us to respond to current expectations and also to jointly develop concepts, technologies and solutions for the future. Thus, Gestamp works on a greater number of projects based on future models, totalling 476 body-in-white, chassis and mechanism co-development projects. Gestamp has made significant investments in the recent years in developing and expanding the R&D area, which allows to establish a strategic and trustful relation with clients. By late 2022, almost 1,700 people were working both in the 13 R&D centres and in production plants. Many projects count with the participation of not only R&D engineers, but also stamping, metrology, welding and quality engineers and project managers, whose contribution is invaluable throughout the entire development process, linking the product and process development early in the concept phase. Key factors for Gestamp R&D:• SAFETY:Gestamp works hard to achieve an increasingly safer car, focussing on identifying formulas that lead to greater safety both for the occupants of the vehicle and pedestrians. Gestamp is a pioneer in manufacturing products using hot stamping, which is one of the most advanced technologies for improving performance and passenger safety in the event of a collision. Furthermore, the high-strength steel products significantly improve the ability of vehicles to withstand impacts. The improvements made in energy absorption in Gestamp products, regarding both chassis and body-in-white, increase the passive safety of vehicles. Hot Stamping technology, in which Gestamp is leader, allows to meet the strictest safety requirements and to withstand car-to-car crash tests. Gestamp is developing new Hot stamping products, such as extreme size parts that will increase safety performance, will integrate more functions and reduces the assembly time of our customer. Also, passive safety solutions are being developed and produced from our mechanisms unit, achieving good results in improving pedestrian safety thanks to hood hinges. • LIGHTWEIGHT AND EMISSION REDUCTION:Gestamp works continuously on developing lighter vehicles. Weight reduction is one of Gestamp's main research areas. This is one of the most demanded requirements in the automotive sector due to the need to improve fuel efficiency and to reduce CO 2 emissions. The body-in-white and chassis components are essential for achieving the emissions objectives since they account around a 70% of the total vehicle weight. Also, as part of the electrification trend in the sector and the increase in mass that batteries add to the car, the focus in light weighting has been reinforced. For instance, the weight affects also to the electrical vehicle autonomy, and till the full decarbonisation of the electricity grid, its consumption still has an important role to play in the vehicles CO 2 emissions through their use phase. Therefore, Gestamp provides innovative solutions to offer the best weight-reducing results and to meet the strictest requirements in the sector. Extensive experience in hot stamping technology and the development of multi-material solutions have given rise to several alternatives for achieving lighter vehicles. In order to account the environmental impact of i.e. the weight reduction, Life Cycle Analysis (LCA) of the products are conducted as strategic element in the design phase. As explained in the Circular Economy chapter, the carbon footprint of the different processes carried within Gestamp and the materials used in the production phase, are some of the main variables analysed in the study. For instance, weight reduction of the parts and using less raw material has been demonstrated to have one of the highest impact in lowering the carbon footprint. This is due to the high impact of the extraction phase of the materials used, and also, due to the use phase of the vehicle as explained above. • CONFORT:Driver experience, comfort and dynamics are some of the key aspects that users take into consideration. Gestamp develops solutions that improve comfort and ease when using the vehicle, such as components that reduce vehicle noise and vibrations, and electrical systems that automatically lift or hold up the boot or that open doors with the highest level of safety thanks to a full range of sensors that help to prevent impacts. Some of the main criteria users take into account when purchasing a vehicle regard drive experience, comfort and dynamics. This is leading to a rise in demand for components such as electric liftgate systems, noise and vibration reducing components, electric door systems, power assist steps and noise reducing tyres. Gestamp has been working on these components for many years and it leads the way in the sector. They have long been components installed in top-of-the-range vehicles and SUVs, although it is expected that they will become standard in all cars within the next few years. • GESTAMP EV CONCEPT:Electrification is an unstoppable trend for the automotive sector, with diverse factors driving it forward, the most important of which is the growth in urban populations and the improvement in the air quality there. Gestamp's strategy continues to be always accompanying its clients to provide them with the best innovations for their vehicles, and in the case of EVs, to help these clients in their transition to the electric vehicle. The Electric Vehicle area and R&D teams at Gestamp are offering diverse solutions, such as the new electric battery box and chassis components that integrate the new e-motors and satisfy traditional specification like durability, stiffness and strength but have to be optimized for noise transfer and energy absorption during crash due to the specific BEV architecture , as well as innovations with the use of different materials to reduce weight and provide appropriate solutions for the new electric platforms - the right materials in the right place. Crash behaviour is different in BEV mainly driven by the increased weight and the low point of gravity of the battery system. Moreover, the increased mass of batteries also adds to the vehicle potential energy in a crash event. Gestamp has developed a wide range of BIW products to increase safety and also to protect the passengers in the vehicle from the batteries in a crash event. It should be noted that we have collaborated on diverse types of mobility, not just electrification itself. Projects have thus been developed for cars that travel long distances, small cars for city driving and also the so-called "urban people mover" and "last mile delivery" concepts. Gestamp Main Innovations• GESTAMP LABORATORY FOR AUTOMOTIVE COMPONENTS VALIDATIONG-Lab, Gestamp's Virtual Laboratory for Automotive Product Validation, is an R&D program that develops digital prototypes of its own vehicles in order to validate the behaviour of new BIW components and technologies. This is the most relevant project focused on safety at Gestamp, since G-Lab is based on prevention as the main pillar throughout the design, development and manufacturing process of vehicle components. G-Lab was born with the aim of obtaining the best result in virtual validation of all types of crashes and impact scenarios for the different vehicle segments. For this reason, the program allows full-vehicle crash simulations to be performed during the co-development process with customers. Thanks to G-Lab, Gestamp offers the best BiW solutions in the new mobility scenarios, focusing on safety, lightweighting and sustainability. With these models, much of the development and testing can be evaluated by Gestamp in a virtual environment, thus speeding up the design, test and approval phases. Gestamp has numerous virtual models of internal combustion engine (ICE), plug-in hybrid electric vehicles (PHEV) and battery electric vehicles (BEV). These models enable to anticipate the impact of new technologies, new designs and/or materials on the body-in-white and chassis and to assess them in terms of weight, performance and cost. • NEW MATERIALSIn a bid to develop new, safer and lighter products, at Gestamp we are conducting research into the development of new materials. We believe that the kind of structural materials used will gradually change in the years to come, with an increase in the use of aluminium, carbon fibre, new high-strength steels and multi-material hybrid structures.
• TECHNOLOGY DEVELOPMENTGestamp R&D teams are continually innovating new technologies in line with our customer needs, to increase performance or reduce mass. This includes examples including the launching of new advanced cold-formed steels with increased strength properties that enable mass reduction, through the utilisation of extensive forming and chassis product development knowledge and experience. Development teams focus on innovative design approaches to deliver optimised and high performing products; increase fatigue life through design, minimising mass through in-house optimisation tools coupled with manufacturing experience to realise 1015% mass reduction, to the introduction of new paint processes to increase product corrosion protection for example. In the hot stamping field, development of the new Ges-Multistep technology continued, optimising the process for different types of steel, including zinc materials with a new, improved corrosion protection coating. New processes have also been developed that now enable hot stamping of a material with +25% strength. A laser post-treatment is required in the manufacturing of this material to give it sufficient ductility to achieve the best crash test results. Three partial tempering methods are used to generate different mechanical properties along the length of a part in order to enhance performance in the event of a collision. New degrees of hardness/absorption have been achieved so that deformation is even further controlled. Gestamp has managed to produce parts with soft-zones that feature different degrees of hardness and absorb the force of the impact by using different production processes
These developments position Gestamp as the most advanced supplier on the hot-stamping market, offering a wide range of materials with different strength and coating characteristics. Gestamp has moved beyond steel to bring this hot-stamping technology to aluminium as well. The need to reduce vehicle weight had led some manufacturers to turn increasingly to aluminium for certain components such as doors, and chassis components on large/luxury vehicles. The low level of formability and the high elastic recovery of this material in the conventional cold stamping process has prompted our R&D department to process hot stamping, which produces parts with a design that is very similar to those made of steel, but much lighter and with almost no elastic recovery. Both materials can currently be used on Gestamp's hot-stamping lines, changing only the process parameters. By the end of 2022 Gestamp had a total of 100 hot-stamping lines installed. New aluminium extrusion processes have been developed for the manufacturing of battery boxes, producing highly ductile, large cross-section profiles. This enables us to manufacture boxes with very light-weight frames to protect the battery. • PRODUCTS DEVELOPMENTProduct innovation at Gestamp comes from the application of new technologies to create lighter, more efficient components. BIWExtreme Size PartsGestamp has created two product families, GES-GIGASTAMPING tm and GES-ENERCONT tm.There is a clear growing trend in all Oem's for extreme size parts, fully aligned with ev challenges Being leaders in hot stamping technology has allowed Gestamp to create new products of much larger sizes than those that currently make up the Body in White. Thanks to the reduction in the number of components, the complexity of the assembly processes in the manufacturers' manufacturing lines is reduced, minimizing their internal manufacturing costs. These extreme size parts are designed to improve vehicle weight, CO 2 footprint while maintaining safety. With different mobility possibilities in mind, Gestamp has created the GES-ENERCONT, a family of energy containers. In the case of long range vehicles, Gestamp has developed a compact solution where the energy capacity has been maximized and with a valid design in steel and aluminium. This product in combination with hot stamping extreme size parts offers a unique cell to body solution. With urban mobility in mind, Gestamp has created a lightweight and compact solution that uses not only aluminium but also composite materials. Gestamp thus launches an innovative solution in which, thanks to the integration of functions, a battery box with few components and a large free capacity has been obtained to maximize the number of batteries in its interior. CHASSIS• Use of fibre-reinforced composite materials in chassis productsOn the Chassis project Gestamp, along with partners Ford (lead), the NCC and the University of Nottingham, came together to reduce the weight of three components in a Ford Transit, the bestselling van of all time. These were the front sub frame, front lower control arm and rear dead beam. This resulted in an average weight reduction across the components of 40% at an affordable cost target. This represents over 30kgs of weight saving from the current steel components. In this Project Gestamp employed their own 'In-House' topology and material utilisation optimisation tools to generate the novel CHASSIS concepts by placing the correct material, with optimal component geometry in the most advantageous position. • Gestamp Chassis 'Innovation in Composite Design' 2022 industry awardsGestamp worked in an Innovate UK project with Ford Motor Company investigating economically viable light-weight hybrid material structures. This Project and team won the 2022 Composites UK 'Innovation in Design' award for the innovative composite design solutions implemented by Gestamp Chassis team within the Product designs. The Project is demonstrating a new approach for engineering practices that enable the next generation electrified vehicle technologies to be developed. Reducing the reliance on traditional engineering and materials will provide the efficiencies needed to provide a class leading weight optimisation for major CO 2 reduction and simultaneous payload increase for commercial vehicles which can translate to all body on frame vehicles. The opportunity to explore new innovative ideas, to reduce mass in chassis products, consolidates Gestamp's existing market leading position of Steel and Aluminium chassis structures, and is a further example of Gestamp's continual drive to use innovation as a means of progress, to be at the forefront of innovation in our sector, whilst working closely in collaboration with our customers. • Aluminium ChassisIn recent years, there has been a large shift towards sustainability and environmental focus with carmakers focusing on significantly reducing CO 2 emissions toward a net zero goal. Gestamp is aligned with this commitment and supports the drive toward electrification with eco-friendly products and light weighting for Electric Vehicles (EVs). Beside Steel, the application of other materials and the combination between them is playing a more significant role in the development of lightweight automotive parts. Aluminium is by far the most widely used non-ferrous metal in the world and, arguably, one of the most sustainable materials used within the current global automotive industry. Historically, aluminium has been used for over one hundred years to produce light weight car bodies for improved performance and agility. However, the motivation for light weight chassis design has been driven by growth of Battery Electric Vehicles (BEV), particularly in China, with aluminium seen as a light weight metal that can be used to offset the increased weight from lithium-ion batteries. With typical weight reductions of up to 30%, when compared with the equivalent steel chassis structure, aluminium is seen as a sustainable enabler for light weighting. Gestamp recognise that electrifying the automotive industry provides the quickest route to zero emissions and anticipated this global market shift and implemented a strategy to independently develop and validate in-house Aluminium Chassis design and manufacturing competences. EDSCHA: Mechanisms/ Mechatronics• Powered Side DoorEdscha has developed a second generation of its Power Door. The first generation was awarded the Automotive Innovations Award 2021. In fact, Edscha offers a comprehensive system around the Power Door, including intelligent sensor technology that detects obstacles in the vicinity of the door and can stop the door in due time before a collision. Edscha also supplies the control unit (ECU). It is used to control the actuator by means of specially developed software and is also the link to the vehicle environment monitoring system, which also detects static and dynamic obstacles such as pedestrians and cyclists. • Edscha Power Frunk SystemEdscha's Active Frunk is a solution specially tailored for electric vehicles. Where most vehicles today still have an internal combustion engine, electric vehicles have space that can be used for other purposes such as carrying luggage. The Active Frunk system Edscha allows to combines a powered system for fully automatic opening and closing of the front while keeping full functionality of the active pedestrian protection. • Edscha Power Sliding DoorWhen it comes to sliding doors, Edscha has many years of experience. A large number of precision-fit mechanical solutions for passenger cars and commercial vehicles have resulted from this know-how. Now Edscha has applied its extensive expertise in the field of powered flaps, lids and doors to the development of an electrically powered sliding door system. Edscha supplies the mechanical components, the electric drive for opening and closing the sliding door and other electronic components. Participation in strategic eventsAfter almost two and half years of pandemic mode due to the global COVID-19 epidemic, onsite events have slowly returned to the Gestamp calendar while 2022. Even after the successful implementation of various digital event formats as customer webinars, Teams sessions and online conferences while 2020 and 2021, it has become clear that a balanced mix of online, hybrid and physical events will be the key of success to promote the innovations, technologies & products and stay in touch with the different stakeholders. Also 2022, Gestamp has followed a strategic calendar including core events, conferences and further activities to reach target groups all over the world and in different regions. Besides that, Gestamp also participates in activities arranged by customers and other stakeholders such as universities, associations and business partners. Technology Events and Public FairsA core pillar of Gestamp`s event portfolio are Technological Events and Public Trade Fairs. This type of event allows us to provide a more in-depth picture of our concepts and innovative developments addressed to a really technical and professional audience of the mobility sector, but also other related industries In 2022 Gestamp's technical experts from R&D had the chance to attend several leading automotive conferences in the core regions as Europe, US, Japan and Brazil. Regarding Automotive and Mobility Fairs, Gestamp has presented the latest innovations to the market and public, as well as strengthen its position as a leading international supplier of automotive components. One highlight is the International Supplier Fair in Wolfsburg. In the direct neighbourhood of Volkswagen, more than 900 leading automotive suppliers present their products, innovations and technologies to trade visitors, media and public. Customer related eventsAs the first quarter of 2022 has been touched a little bit more by the COVID-19 situation we kicked the event calendar off with a customer online webinar. Later on, it has been possible to restart physical event formats with our clients. So, first in-house events at some OEM locations have been organized. In parallel, some clients stick to the online formats and invited Gestamp to join digital supplier days. Gestamp Innovation DaysThe Innovation Days hold by the R&D Teams in Gestamp R&D Center in Barcelona. The Business Units BiW, Chassis and Edscha (Mechanism & Mechatronics) presented their latest innovations and path breaking developments to their internal core stakeholders. A perfect example for knowhow transfer and internal close cooperation between the different teams. 3. ESG PERSPECTIVEESG PERSPECTIVE3.1 ESG at GestampSustainability has been one of the strategic focuses of Gestamp since the very beginning, evidenced by the company ́s commitment to designing and manufacturing parts that make vehicles safer for people and cleaner for the environment, helping reduce CO 2 emissions throughout their lifespan. In addition, Gestamp has implemented policies, management systems and procedures that have a greater impact on society and the environment, and reduce the negative impacts of its business activity. ESG governing bodiesFrom an organisational point of view, and in order to promote policies and initiatives with a focus on the environment, society and good governance, in 2022 Gestamp:
Contribution to Sustainable Development GoalsGestamp, through its business activities, seeks to maximize its contribution to the United Nation's Sustainable Development Goals, with this being possible mainly thanks to its commitment to sustainable industry, the circular economy, employment creation and the fight against climate change. In order to help achieve these goals, the company has followed the SDG Compass * guide, using it to determine which SDGs to prioritise based on Gestamp ́s impact along its entire supply chain: design and development, manufacture, use and end of lifespan.
* Developed by the UN Global Compact, the WBCSD
and GRI.
More information on Gestamp's contribution to the Sustainable Development Goals is available at https://www.gestamp.com/Sustainability/Sustainable-Development-Goals ESG strategyIn line with Gestamp ́s ESG principles set out by the Company from the very beginning, in 2022, Gestamp drew up its 2025 ESG Strategic Plan. The plan is based around the sustainability pillars and initiatives that the company has already implemented and it reinforces the areas that produce most added value for the business and its stakeholders. This plan takes into consideration global megatrends and risks, the main international and sectoral sustainability reference frameworks, the company's strategy, the double materiality study, the requirements of the company's main clients, and an analysis of the Company ́s competitors and ESG rating agencies. The Plan is made up of eight strategic areas for which quantitative objectives and initiatives have been set for 2025 and which affect all divisions and regions, where the company operates. Each area of the plan has been specifically designed to add value and create a competitive advantage for the Group. In addition, the plan seeks to improve the management and/or reputation of the company as well as its risk management. 3.2 Stakeholder Value CreationGestamp aims to create long-term value for its stakeholders by striking up relationships and maximising the positive impacts these create for society and the environment, while also minimising and eliminating the negative consequences that its business activity may have. This is why it is of utmost importance to be fully aware of the interests and expectations of the different stakeholders by maintaining channels of dialogue and communication that help build close, transparent relationships that are based on trust and that allow Gestamp to make business decisions accordingly.
1 In addition to these specific channels,
Gestamp also has its company website: www.gestamp.com
3.3 Responsible Supply Chain ManagementThe automotive sector is characterised by an increasingly more complex supply chain that require robust internal systems and procedures to manage suppliers, subcontractors and collaborators globally, in a responsible manner. Gestamp boasts a purchasing process that entails everything from registration and standardisation to managing and negotiating tenders for the concession and hiring of services and products, and it is based on the following pillars:
The company also has General Purchasing Terms that govern all facets of the process, including placing the order, delivery and execution, invoicing, and rights and responsibilities, among other things. Gestamp has a General Purchasing Department, responsible for establishing the systems, procedures and standards used by the company to manage the supply chain, which apply to the whole Group. Moreover, the purchasing managers, located in Plants, Divisions and Corporations, oversee compliance with Gestamp's principles and ensure that all legal, quality and sustainability requirements are met. Data:
Supplier management and evaluationSuppliers all over the world are managed via Gestamp's Supplier Portal, with this forming part of the shared tool used by all companies in the Group to manage purchases. In addition, on a local level, each production plant has a close relationship with the suppliers in the community that is based on trust and commitment. The company effectively and consistently evaluates the performance of suppliers and ensures that the supply chain meets all the automotive industry's requirements, as well as all local and international legal and regulatory standards, a key element in guaranteeing the continuity of the business. This goal of this management system is to:
Supplier risk managementThe supplier risk management system establishing a supplier risk profile adjusted to Gestamp ́s needs. At first glance, the company can assess whether the supplier is suitable to work with Gestamp or whether any additional action is required to assess whether the risk detected can be assumed if successfully awarded the contract. By considering a number of different risk factors, the supplier risk management model provides the visibility needed to be able to react swiftly and efficiently in the event of any uncertainty or change in the market. During the first three quarters of 2022, only Gestamp's strategic suppliers were included in the GoSupply risk monitoring system. A strategic supplier is one that requires a more exhaustive monitoring given the product and/or service they provide and their large invoicing amount. In the final quarter, this supplier risk monitoring model was extended to include all Gestamp providers in the system, which now allows the company to evaluate suppliers by their company type. Quality in the supply chainThe quality of the components that Gestamp produce, mostly depends on the quality of the goods and services provided by the raw material and components suppliers. Therefore, Gestamp rates each of its suppliers in terms of quality on both a production and corporate level. Each year, the company undertakes on-site audits of its suppliers in order to control and monitor their capacity to meet Gestamp's requirements and standards. These audits are prioritised according to the supplier risk, which is evaluated using a risk matrix based on an internal model that complies with the IATF 16949 and VDA standards. In 2022, 166 on-site supplier audits were conducted, 34% of which received the top rating (grade A), 56% earned an average rating with room for improvement (grade B) and 10% of which did not meet Gestamp's standards and were thus required to implement the relevant action plan. Out of the suppliers that were audited on more than one occasion in the past two years, 46% obtained a better rating in the latest audit. Sustainability in the supply chainThe Ethical, Social and Environmental Requirements for Suppliers of Goods and Services , must be complied with by all Gestamp Group suppliers and their employees, as well as any subcontractors, regardless of the country in which they provide their services. These requirements were updated in 2022 and cover the areas of human rights, labour standards, business ethics, environmental protection and safety, among others. In addition, under the General Purchasing Terms, suppliers undertake to fulfil the UN Global Compact. The quality audits assess ESG criteria while taking into account more in-depth aspects of the suppliers' environmental performance - such as legal compliance, environmental management systems and training - as well as human rights, occupational health and safety and anticorruption and bribery policies. Gestamp earned an A in the Supplier Engagement Rating given by CDP. Responsible purchasing of raw materialsIn 2014, Gestamp implemented a Conflict Mineral Policy which obliges suppliers to act in accordance with laws on the responsible procurement of minerals 2 , and to apply and undertake legally required investigations into minerals coming from conflict areas. If they find any impact caused by such minerals, suppliers must report on the affected minerals and carry out actions to find alternative sources of supply as soon as possible. Gestamp follows the recommendations of the Responsible Minerals Initiative and the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. Through these actions, Gestamp aims to identify and assess the risks found along the supply chain by requesting that suppliers complete the Conflict Minerals Reporting Template (CMRT) for tin, tantalum, tungsten and gold, and the Extended Minerals Reporting Template (EMRT) for cobalt and mica. As such, when required by any stakeholder (mainly customers or regulatory authorities), Gestamp has access to all the information regarding their management. Transition to the new purchasing modelDuring 2022, and as part of the company's new purchasing model, Gestamp began transitioning to a new purchasing system, SAP Ariba. All regions will be affected by this change, which is being implemented gradually and expected to be completed by the beginning of 2023, with 72% of the company having already completed the transition. This global tool will help increase standardisation and give greater control over purchasing processes. In addition, this system will also be integrated into the GoSupply platform in order to ensure that supplier risk assessment criteria are considered when taking decisions.
2
* Dodd-Frank Act and Regulation (EU) 2017/821.
3.4 ESG Criteria RatingsGestamp participates in evaluations by a number of ESG rating agencies, achieving scores that are above the sector average. These scores are of growing importance not just to investors, analysts and financial institutions, but also to customers, as they are a true reflection of the company's performance in sustainability. 4. ENVIRONMENTAL4.1 Environmental ManagementThe environmental management carried out by Gestamp is comprehensive. Environmental criteria are applied at every stage of production, from the selection of suppliers and optimisation of raw materials to the management of the necessary energy consumed in manufacturing components and management of waste and of greenhouse gas emissions in the product usage stage. Environmental policy and managementIn order to control and minimise the environmental impact of its activity, Gestamp has established an Environmental Policy that requires the following from all its production centres:
Certifications and Human, Technical and Economic ResourcesCertifications and auditsAt 31 December 2022, 93% of the Group's plants were certified in accordance with the ISO 14001:2015 standard and/or EMAS. 4 new certifications were obtained during the year: Edscha Michigan, Edscha Chongqing, Gestamp Chattanooga and Gestamp Chelsea; and the Cannock plant, which had the certificate, has been closed. Each plant is audited both externally and internally every year. In order to carry out internal audits, the Group encourages cross audits in which two specialists from two plants audit a third plant in order to share experiences, replicate solutions, propose improvements, etc. This project is currently implemented in plants in Spain, Portugal, Germany and Brazil. Furthermore, internal audits have been carried out in all plants that are included in the scope of the Zero Waste certification. In 2022, both internal and external on-site audits have resumed, after the break suffered due to the limitations imposed by COVID19. Resources earmarked for environmental prevention: people, provisions and guaranteesGestamp has a professional team dedicated to complying with environmental requirements both at the corporate level and at each of the production plants. Environmental technicians report quarterly to the corporate team, who monitor and evaluate the indicators. All investments in systems, equipment and facilities in relation to the protection and improvement of the environment, as well as any expenses incurred with regard to the protection and improvement of the environment are set out below:
Regarding environmental risks, Gestamp makes financial provisions to cover their implementation. Additionally, the company has guarantees in the form of insurance that can cover the occurrence of environmental risks:
During 2022, there has been no environmental incident that has affected the exterior surface of any plant, therefore the activation of the guarantees of the Environmental Liability Insurance .that the Group has contracted has not been required. Protected areas and biodiversityAll of Gestamp's production plants are located in urban and industrial areas. In 2022, detailed analysis has continued to be conducted of the situation of the production centres in relation to nearby protected areas. The study concluded that, although 69% of our plants are located in an area close (<5km) or adjacent to a protected natural environment, given the characteristics of the production processes of Gestamp, the risk of affecting the natural environment is very low in 88% of these plants. According to the internal risk assessment, the risk is considered to be high in plants with industrial surface treatment processes that release their waters into public waterways. Only 8 plants 3 in the Group meet these conditions and, through internal audits, the necessary controls are carried out to ensure that they have implemented an accident/environmental incident prevention plan that minimises the occurrence of a possible event. As a residual risk, Gestamp controls environmental noise and light pollution within the operational control of the environmental management system certified under ISO 14001 and/or EMAS. In parallel, as part of Gestamp's commitment to biodiversity protection, the company is voluntarily participating in two external initiatives: European Commission EU Business @ Biodiversity PlatformFor many years, Gestamp has worked with pioneering companies to develop tools that help integrate biodiversity into different business models which are currently in place. The work focuses on three main areas:
Participation in Nature Business AmbitionIn 2022, Forética launched the business leadership initiative Nature Business Ambition in which Gestamp participates, in order to boost ambition, promote action and build alliances to help towards the recovery of nature and biodiversity as key factors in achieving a "Nature positive" planet by 2030:
4.2 Circular EconomyPosition on Circular EconomyGestamp understands circularity as one of the key pillars of the company's sustainability, firstly because it helps reduce mineral extraction (mainly iron and aluminium), one of the greatest environmental impact points of the life cycle of Gestamp's product and therefore of its Scope 3, and secondly, because it enhances the optimisation of its waste management. Gestamp promotes responsible practices, with 98% 4 of its waste recycled, reused and valued. Within the coexistence between the circular and linear economy models, Gestamp considers the purchase of steel with a high content of recycled material as a way to reduce its scope 3 emissions (emissions from the value chain), which make up approximately 95% of its total emissions (76% if only the acquisition of goods and services (category 1 of scope 3) are considered). In addition, green steel produced in an electric furnace mainly includes a higher percentage of recycled material, which means a significant reduction in CO 2 emissions. Gestamp is currently facing significant challenges related to steel with a high content of recycled material and green steel: its availability is determined by the decarbonisation strategies and investments of the main suppliers, it involves an additional cost, and it requires approval to ensure the technical and quality requirements of its customers. Similar difficulties are also encountered in the purchase of aluminium and other composite materials. As part of its commitment to the circular economy and despite the challenges described, in recent years Gestamp has undertaken a series of measures and initiatives:
Although steel is the Group's main raw material, and most of the actions have been focused on this material, work is also in progress on signing agreements with aluminium suppliers to comply with the emission reduction and circularity requirements of customers, particularly projects related to battery boxes for electric vehicles. Of note in 2022 was Gestamp's acquisition of 33.3% of the Gescrap Group, specialised in metal recycling. With this transaction, Gestamp has taken a step further to promote circularity in its business model, promoting the use of its scrap in the production of low-emission steel.
4 Plants within the scope of the "0 waste" and
"towards 0 waste" certification
Gestamp in the vehicle life cycle
Analysis of product life-cycle as a strategic elementIn an environment where a common language becomes necessary when measuring the impact of a product on the environment and society, Gestamp is committed to life cycle assessment as a differentiating factor in the development of its parts. These analyses:
Despite the fact that the analyses carried out to date have focused on the global warming potential (GWP) and on intermediate analyses of the product's life cycle (Cradle to Gate & Gate to Gate), Gestamp considers the possibility of including other categories of future environmental impact such as resource depletion and human and ecological toxicity, as well as promoting full product life cycle assessment. In a pioneering way in the sector, a tool for measuring product carbon footprint (PCF) called "Green Tags" has been designed internally in the Chassis Division. This tool uses a scientific approach and corresponds exactly to the design and costs associated with the product, instead of using an estimate of them in the calculation as with other market tools. This system makes it possible to extract the exact data from the "Chassis Business Case", such as the raw material used, the processes carried out, the logistics and the energy consumed, and calculates the CO 2 footprints for these inputs (Gate to Gate analysis). This quickly provides an initial accurate analysis of the carbon footprint in the entire product portfolio of this division. Sustainable use of resourcesWATERWater is a limited natural resource for which Gestamp has savings and efficiency plans. Water consumption at our production plants is predominantly for domestic use. At plants where surface treatment processes take place, such as painting or galvanising parts, or hydroforming processes, there is an industrial use of water. Only 29% of the Group's centres have such a process. To monitor the development of water consumption, we use the Water Consumption Index, WCI, which measures the m3 of consumed water/€100,000 of added value. The significant variation experienced in this index depends on the part being painted, which directly relates to the projects being worked on with the customer at any given time. The painting of skin parts, which will eventually be placed on the outside of vehicles, involves certain quality requirements that make it essential to frequently change the baths on the cataphoresis lines. As such, there is a considerable increase in water consumption. Conversely, the baths can be reused in the treatment of structural parts, which entails a low water consumption and a reduction in the WCI. During2022, activity has recovered after the hiatus caused by the COVID-19 crisis in 2020 and chips in 2021, thus increasing both water consumption and added value. However, water consumption increased at a lower rate than added value as a result of the saving measures implemented in the production centres and, thus, Gestamp has achieved a reduction in the Water Consumption Index.
Although currently it cannot provide global data on discharge that includes all its centres, it estimates that 10% of water consumption evaporates in production processes and other losses, so 90% of water consumption would be considered as discharge. Most of the plants discharge in a controlled way into the sewer system where adequate treatment is received through wastewater treatment plants. In addition, very strict controls are applied to ensure that the quality of the water discharge is sufficient to meet all legal requirements in accordance with the applicable regulatory laws depending on the country and to minimise any possible impact. Specifically, all plants with painting lines have physical-chemical treatment for wastewater.
Gestamp is implementing water monitoring systems to reduce its consumption and promote its recirculation and recycling in plants with production processes with intensive use of water and in regions with water stress:
In addition, since 2015, it has been completed the CDP Water Disclosure questionnaire, specifically on water issues, publicly disclosing our water footprint and providing information on the different aspects in managing this resource. The rating obtained in the CDP Water 2022 was "B-", in line with the score for companies in the Metal Sector.
RAW MATERIALSThe manufacture of Gestamp parts requires the use of raw materials (steel, non-ferrous metals) and auxiliary materials (wire, welding gases, oils, etc.). Raw materials represent approximately 44% of the Group's sales in the last three years, and steel represents around 91% of raw material purchases. In 2022, approximately 60.2% of the steel purchased in the Group was purchased through vehicle manufacturers' resale programmes, i.e. the manufacturer directly negotiates the price of the steel used to manufacture its parts with the steel suppliers. Furthermore, plants are constantly working on the characteristics of the procured materials, striving to gradually improve the way they are used, replacing oils and toxic or hazardous chemicals with other, less hazardous products or products that have a lower impact on the environment or human health. Steel and aluminium are the most commonly used raw materials in our production processes, representing a weight of 96% and 3% respectively, in relation to the total materials consumed. Gestamp is working to reduce all this consumption by identifying and implementing good practices. To a lesser extent, representing 1% of total consumables, products such as oil, paint and chemical products required as auxiliary materials are used in the production activities in the plants. Efficiency in processes, quality, product and tool design are fundamental in order to optimise and reduce raw material consumption. Therefore, Gestamp monitors all of this every quarter by means of different management systems of the Group controlled by the plants, divisions and corporate from different perspectives, in addition to the environmental perspective, such as the areas of finance, purchasing, quality and the technical office, with the ultimate goal of achieving operational excellence.
Waste managementIn 2022, a total of 51,016 tonnes of waste was generated, not including scrap metal. 26,982 tonnes represented non-hazardous waste and 24,034 tonnes hazardous waste. Of the total of non-hazardous waste, 95% corresponded to scrap metal. Scrap metal is a waste product that is 100% recyclable. Its reintroduction into the steel production process contributes to closing its life-cycle in accordance with the circular economy model.
Non-hazardous wasteThe most frequently generated non-hazardous waste categories are wood, solid urban waste and paper/cardboard:
Hazardous wasteIn the hazardous waste category, the most frequently generated type is contaminated water, sludge, used oils and contaminated materials (cloths and gloves stained mainly with oil).
Gestamp works to reduce this waste at the plant; in particular for wastewater, of note is the following practice that was carried out in 2022: Sustainable water management: Reduction of the pollutant load of cleaning waterThe Gestamp Tool Hardening plant has managed to reduce the pollutant load of cleaning water of the plant for its subsequent incorporation in the water cycle. Since soil cleaning water is the main waste generated by the plant and considering the difficulty in managing the pollutant load, GTH carried out, with the help of the competent authority, a project to reduce the pollutant load of soil cleaning water and allow management through the existing separator, which already treated other process water. Relevant milestones:
Benefits of implementation:
PlasticsDuring 2022, Gestamp collected 906 tons of plastic containers, of which 83% is recycled and 4% is sent to energy recovery treatments, the other alternatives being, for example, sending to a landfill, the last of the recycling options of final destination for this waste with only 13%. Waste-related indexesGroup-wide, the company work with two indexes that show the trends in waste generation and management. During 2022, as a consequence of the recovery of the business after the fall caused in 2020 by the COVID crisis and in 2021 by the chip crisis, the added value has increased to a greater extent than the waste production, therefore the index Waste production has decreased compared to the previous year. However, the general price rise in waste management costs prevents the Waste Management Index from decreasing to the same extent.
Final destination of waste and Zero Waste CertificationIn 2022, Gestamp continued to maintain the AENOR Zero Waste certification which it obtained in 2021, highlighting its Circular Economy model, capable of reintroducing the waste it generates back into the value chain. The Zero Waste Regulation takes into account two types of certifications:
The verification, which has been carried out online and in person at all the plants within the certification perimeter in India and Brazil, has proven that the waste management systems of 63% of the Group's plants meet the requirements for the existence of complete traceability of waste. This monitoring includes, from its generation to its delivery to a manager for its recovery, ensuring the non-existence of waste with final destination to landfills and verification of the legal requirements associated with the waste management process. Out of the percentage of verified plants, 15% obtained the Zero Waste certification (more than 90% of waste) and the remaining 48% meet the requirements for Towards Zero Waste (more than 60%). The follow-up audits also highlighted the high level of collaboration and involvement of all participating staff in the process of implementing the scheme, the tidiness and cleanliness of the waste storage areas in all the plants audited, and the integration of some specific requirements of the Zero Waste Management System into the ISO 14001 Environmental Management Systems. If scrap is included in these percentages, it is achieved that 98% of the total waste has recycling, reuse or energy recovery as its final destination.
4.3 Climate ChangeFor Gestamp, Climate Change is one of the biggest global challenges currently faced by humanity, however it is also a source of great opportunities which call for innovative solutions, investment and new commitments in the short, medium and long term. Gestamp tackles the challenge of sustainable mobility and the sector decarbonization while understanding that all agents in the value chain must be involved and work together in order to build alliances to achieve common and more ambitious goals. In 2020, Gestamp announced emission reduction targets for 2030 validated by SBTi: reduction of 30% of scope 1 and 2 emissions and reduction of 22% of scope 3 emissions (base year 2018). In 2022, Gestamp has worked on a new strategy to fight against Climate Change as required by regulations, such as the EU target to become climate-neutral by 2050 and the GHG reduction targets set by its customers. To define this strategy:
Climate-neutral targets:
These commitments to neutrality are combined with a detailed decarbonization road map with intermediate targets for both scope 1 and scope 2 for 2025 and 2030. In 2023 the company will reinforced measures focused on the reduction of scope 3 emissions, indirect emissions with less control capacity. Contribution to the decarbonization of vehicles through their lifespan:For many years Gestamp has contributed to emission reductions of vehicles by making their parts lighter, leading to an increase in fuel efficiency consumption and therefore reducing CO 2 emissions. To this end, the R&D department includes an analysis of the carbon footprint of the parts and the impact within the vehicle's lifecycle. Furthermore, Gestamp helps its clients in the challenge of electrifying the sector and their transition to electric vehicles by offering technological solutions that enhance autonomy and safety. In accordance with the recommendations provided by the Task Force on Climate-Related Financial Disclosures (TCFD) working group, and becoming a supporter of the initiative in 2022, Gestamp has worked on climate change-related disclosure in its four topic areas: governance, strategy, risk management and metrics and targets. Gestamp has an A- score in the international Carbon Disclosure Project (CDP) initiative. GovernanceGestamp consider climate change as a challenge that must be addressed at the highest level within the company. To this end, it boasts governing bodies which are responsible for promoting, approving and monitoring Climate Change risks and opportunities analysis as well as the climate change mitigation and adaptation strategy within the Group.
Given the size, complexity of the operating structure of the Gestamp Group and the importance of ESG matters, organisational functions are required within the Group to coordinate and manage activities related to climate change in all companies, business divisions and regions of the Group.
StrategyThe automotive and components manufacturing sector is faced with a great deal of climate challenges as a result of the Paris Agreement; at a European level the climate-neutral targets for 2050 set out by the European Green Deal; the Fit for 55 package of measures to reduce emissions by at least 55% by 2030; the ban on manufacturing combustion-engine cars from 2035; and the Nationally Determined Contributions (NDC) of various countries. Furthermore, these regulatory frameworks highlight the need to proceed with a fair transition model, endeavouring to not leave anyone behind. In addition, climate change gives rise to an increase in temperatures and extreme weather phenomena, as well as loss of resources, which must be taken into account by companies in the industry in order to mitigate their impact. Gestamp considers climate change risk in the Corporate Risk Map and it also carries out a specific analysis on Climate Change risks and opportunities affecting business in order to:
As a result of the study, the following risks and opportunities have been identified:
For further information about the study, please consult the 2022 Climate Change report on the Carbon Disclosure Project platform (https://www.cdp.net). Additionally, in 2022 work began on a climate scenario analysis which will end in 2023, and this will not only make it possible to identify the main current and future risks, but also to assess any potential changes and impacts that may result in different assets and geographies. These climate scenarios will come in useful for defining mitigation and adaptation actions for the impacts identified. Risk managementGestamp boasts a Integrated Risk Management System (IRMS) whose aim is to ensure that financial and non-financial risks are identified, assessed and managed so that they do not have a negative effect on the achievement of the organisation's objectives or on its reputation. The Corporate Risk Map considers climate change risk from two different perspectives: personal injury and/or damage to property due to extraordinary events brought about by the impact of climate change, and negative impacts caused by an insufficient or inadequate response being given to the expectations of the main stakeholders in relation to climate change. (Please see the Risk Management section). Once the climate risks and opportunities have been identified, they are assessed according to a set of specific criteria for risks (intensity of the impact, duration and reversibility of the impact and potential for adaptation to the risk) and for opportunities (level of maturity, implementation cost and savings or income from the opportunity). The climate risks identified in the various areas of the company influence the overall strategy of Gestamp and are included in the overall risk management, with measures being established to manage these risks as follows:
Metrics and objectivesSince 2006 the company has monitored the carbon footprint of all production centres corporation-wide every quarter. Each plant reports its energy consumption levels in a database and, based on this information, the carbon footprint of each centre and the overall footprint are calculated according to GHG Protocol and IPCC recommendations Energy consumptionAll Gestamp production processes need a source of energy in order to ensure production. Therefore, the different sources of energy consumed at the facilities the Group are comprehensively tracked: Electricity, natural gas, diesel oil and LPG. The distribution of energy consumption globally is divided into 56% electricity, 39% natural gas and 5% other fuels.
Electricity is the main type of energy consumed by the Group, given that its plants use electricity as an energy source for most of the production processes, and also to power the facilities. Natural gas is used mainly for air conditioning in buildings, so consumption is usually seasonal. In addition, some production plants use it in processes like hot stamping and in painting lines. The other fuel types are linked primarily to the fleet of forklifts at the plants. GHG emissionsIn recent years, despite the increase in production plants and the introduction of hot stamping, technology that is more intensive in the use of energy, Gestamp has managed to reduce CO 2 emissions (in relative terms) thanks to improved environmental management and process improvement.
Internally, the CO 2 Emissions Index (defined as tCO 2 Scope 1 and 2/€100,000 AV) is used as a tool to assess the Group level performance in terms of emissions. During 2022, a reduction in this index has been achieved thanks to the implementation of energy efficiency measures and the contracting of energy from renewable sources, which have made it possible to reduce emissions despite the recovery of the business after the hiatus caused by the Covid-19 crisis in 2020 and the chip crisis in 2021.
Other significant emissions into the air
Both SO2and NOx emissions come from Natural Gas, LPG or Diesel combustion and will gradually decrease as the Group stops using fossil fuels in accordance with its commitment to reduce emissions.
VOC emissions are produced as a result of solvent use. Energy EfficiencyGestamp is committed to reducing emissions and consumption in all the production plants of the Group. In terms of Energy Efficiency, in the last years a global initiative has been launched to optimize and reduce de energy consumption and to be environmentally responsible. Each production plant is working individually and together with other plants in order to implement measures to rationalize the consumption and to make sure all of the technologies and equipment are working in the most efficient way from an energy point of view. The commitment to emissions reduction, to environment, to equipment performance optimization and to operational excellence drive this initiative within Gestamp Group. The Energy Efficiency project aimed at making improvements through several areas:
To achieve those aims, the instantaneous consumption of electricity and gas of the equipment are monitored in order to create a model of its performance. Based on those consumption patterns, algorithms to identify quantify and notify of deviations are created. Results achieved in 2022In 2022, over 43 plants formed part of the Energy Efficiency initiative. A total of 16% of the plants included in this scope were certified under the energy management system standard ISO 50001. For the remaining plants included in the initiative, it is worth saying that the strategy used regarding energy efficiency is based on the requirements from ISO 50001 guidelines. Specific Energy Efficiency measures were identified and implemented at each of these plants to optimise the functioning of equipment and to reduce its electricity and natural gas consumption. These measures enabled the Group to achieve a reduction of almost 19 GWh in 2022. In 2023, Gestamp will continue to consolidate the initiative, achieving a high degree of maturity at the European plants and implementing improvements at the North American and Asian plants.
The consumption reductions achieved in 2022 are summarised in the following table:
Types and examples of measures undertaken
Project expectations and plan for 2023In 2023, the energy efficiency scope will be extended to 45 plants, and the reductions in consumption achieved through the measures implemented until now, will continue in 2023. Furthermore, new objectives for 2023 were defined based on the potential energy efficiency actions that could be implemented in each plant, as seen in the table below:
Long-term expected outcomesFrom 2023 forward, Gestamp Keep working to optimise consumption at the plants involved in the project, endeavouring to find ideal consumption levels for production and auxiliary equipment. The dynamics of responsible consumption at the plants will be consolidated by implementing an energy performance standard at the plants. In this way, and by monitoring energy consumption, the plants will be capable of standardising the expected performance, assessing, and predicting deviations by using energy production indicators for equipment and energy management. Energy-related best practices are being integrated and consolidated in a cross-disciplinary manner across all the Group's teams strategies: ESG, R&D, new construction, expansions, Operations, etc. 4.4 Eligibility and Alignment with European Union TaxonomyContextIn order to be able to fulfil the climate and energy objectives proposed by the European Union for 2030, and in turn, to achieve the Neutrality objective of the European Green Deal by 2050, it is essential that investments are directed towards sustainable projects and activities. Thus, the economy, companies and society in general will become more resilient to the current and future consequences for the climate and the environment. A common language is therefore required in addition to a clear definition of what sustainable is. To this end, and in order to address this challenge, the European Commission published a classification system called EU Taxonomy (Regulation (EU) 2020/852), the aim of which is the decarbonization of the economy by defining what it considers to be environmentally sustainable economic activities. As of today, this Regulation establishes the classification criteria of the activities defined for two of the six environmental objectives proposed, that of Climate Change Mitigation and Adaptation:
Regulatory developmentsThree delegated acts have been published supplementing Regulation (EU) 2020/852:
In accordance with article 8 of the Regulation, in 2022 companies must report the percentage of eligibility and alignment in terms of revenues, the percentage of eligibility and alignment of capital expenditures (CAPex), and the percentage of eligibility and alignment of operating expenses (OPex). The regulations establish a series of economic activities (eligible activities). For an activity to be considered aligned, it must contribute substantially to one of the environmental objectives (mitigation or adaptation to climate change), not cause significant harm to any of the remaining environmental objectives, and comply with the minimum social safeguards. Likewise, must be included: the most relevant information in relation to compliance with the regulation, the accounting policy and the qualitative information that allows to contextualize c the results obtained and to facilitate the understanding of the KPIs reported. Scope of the report The scope of the analysis has covered all the operating plants of the Gestamp Group included in the financial perimeter. Assessment of the compliance of GestampGestamp, in an exercise of transparency and fulfilling the new regulatory requirements in accordance with the scope of the NFRD, assessed the eligibility of its activity in 2021 based on the criteria laid down in "European Green Taxonomy". In this initial exercise, Gestamp positioned itself as eligible in accordance with the definition in activity 3.3. on Manufacture of low carbon technologies for transport, as it is an essential part of the manufacture of vehicles stated in the technical screening criteria of said activity. However, automotive components are not explicitly mentioned in this description. Due to the uncertainty surrounding the application of the regulatory framework and after having carried out the exercise internally, on 2 February 2022 the European Commission published a Q&A where it specified that the activity of companies supplying automotive components was ineligible according to activity 3.3. Manufacture of vehicles of low carbon technologies for transport as described in the Taxonomy. Thus, Gestamp finally concluded that it did not have any activities associated with those deemed eligible from the point of view of the Regulation. In 2022 Gestamp has again carried out the exercise of eligibility and alignment of its activities while considering the following factors:
In this regard, in the study carried out, two activities have been considered in addition to the activity ultimately reported as eligible in accordance with the technical screening criteria:
Eligible activityFinally, after the eligibility analysis carried out, it has been determined that the activity that fit the description provided by the Taxonomy is 3.4 Manufacture of batteries, cells and accumulators. In this sense, said activity includes in its description the manufacture of rechargeable batteries and accumulators for transport, stationary energy storage and off-grid connection and other industrial applications. Likewise, it incorporates the manufacture of the corresponding components (active materials for batteries, batteries and accumulators, battery cells, casings and electronic components). In this sense, Gestamp fits this last description thanks to the activity of manufacturing battery boxes or battery casings, which is carried out in the Group as a result of the company's commitment to electrification. Compliance with the technical selection criteriaIn this respect, a new study has been conducted on the activities of the Group under the definition of the Taxonomy and the financial figures of net revenue, CapEx and OpEx have subsequently been calculated for these activities. To this end, the technical screening criteria provided for in Delegated Regulation 2021/2139 of 4 June 2021, supplementing Regulation (EU) 2020/852, have been considered for the mitigation and adaptation environmental objectives. Technical screening criteria: substantial contribution to climate change mitigation
Do no significant harm (DNSH) criteria:Gestamp, for the screening of activity 3.4 Manufacture of batteries which contributes substantially to the climate change mitigation objective, ensures by means of processes, assessments and internal policies, that it causes no significant harm to any of the five remaining environmental objectives included in article 17 of the Climate regulation. However, in this reporting period, it has not been possible to demonstrate compliance, in its entirety, the evaluations and the necessary documentary breakdown by plant of all the information required by the taxonomy to demonstrate alignment. That is why, finally, it has not been possible to ensure the criteria of not causing significant harm to the rest of the objectives. Compliance with minimum social safeguards:Gestamp is aligned with the OECD Guidelines for Multinational Enterprises and the United Nations Guiding Principles on Business and Human Rights, including the principles and rights established in the eight fundamental conventions referred to in the International Labour Organization Declaration on Fundamental Principles and Rights at Work and the International Bill of Human Rights. In this respect, the company has a series of internal policies and procedures which ensure that no negative social impact is made on stakeholders such as the Human Rights Policy, the Human Rights Due Diligence Process, the Health and Safety Policy, the Anti-fraud and Corruption Policy or ESG requirements for suppliers, inter alia. Methodology and conclusions:The results of the indicators have been as follows for the exercise of eligibility:
Results of the alignment exerciseSince it has not been possible to fully justify the requirements established by the Taxonomy in order not to cause significant harm to the rest of the objectives, Gestamp does not report the economic-financial alignment indicators for this period. In this sense, Gestamp will work towards future years in the needed collection of this information by plant, and thus value the efforts that the company has been making in terms of circularity, resource protection and climate change. Methodology of the calculation of KPIs: Gestamp has avoided the double-counting of activities during the analysis process as only one activity is deemed eligible, since the production of one piece may have been covered by several activities. As regards the calculation process, the accounting data were taken from corporate financial systems, and the reporting of these was also confirmed with plant teams. Said calculations do not include intercompany transactions, therefore no double-counting has occurred in this respect either.
As regards the calculation of the OpEx, owing to the fact that the direct costs considered by the Regulation are not relevant to the total operating costs of the (XX) financial year, these have not been included as part of the report in accordance with the recommendations of the European Commission. Due to the immateriality of Opex, the corresponding table has been included in annexes (9. Opex Table). Gestamp acknowledges the importance of setting up a business which is increasingly aligned with the provisions of "European Green Taxonomy". In this respect, although the figures are not representative as of today despite the eligible percentage of sales tripling in relation to last year, given the future development of the regulatory framework including new objectives and activities, as well as Gestamp supporting the development of more sustainable mobility and the circular economy, an exponential growth of these indicators is expected in the coming years. On the other hand, as previously mentioned, Gestamp is committed to collecting the necessary information to ensure the alignment exercise for next year. Taxonomic turnover:Proportion of turnover from products or services associated with economic activities that conform to the taxonomy-disclosure corresponding to the year 2022
Taxonomic CapEx:Proportion of Capex from products or services associated with economic activities that conform to the taxonomy-disclosure corresponding to the year 2022
5. SOCIAL5.1 TalentPeople as architects of successThe continuous growth and internationalisation of Gestamp has given rise to significant challenges in terms of culture, organisation and human resource management. The constant adaptation of the organisational structure to the growing needs of the Group, as well as workforce resizing, process standardisation, training in new technologies, talent management and the fostering of the corporate culture have all played a key role for Gestamp. The Human Resources Department manages organisational structures and people at a corporate, divisional, regional and production centre level through the following areas:
Workforce evolution and profileOn December 31 st , 2022, the global workforce was composed of 42,670 company employees (6.9% more than in 2021). This represents a decrease of 2.63% compared to 2019, when the company achieved an organic growth rate of 51.8% following three large business acquisitions in 2010 and 2011. Workforce profile
Workforce on 31 December each year shown in the above chart. Comparison with 2021, Annex (Table 8) Distribution of employees by country, gender and age
Headcount shown in the table above, as at 31 December of each year. The year-on-year variations in headcount data are mainly due to the semiconductor crisis, where Gestamp was affected by temporary lay-offs. In this regard, hiring this year has increased significantly compared to 2021. Workforce on 31 December each year shown in the above table. At the end of 2022, in addition to the Group's 42,670 own employees, a further 4,434 people from temporary agencies worked for the Group. Classification by type of labourIn the Group, regarding the kind of employment, we have established the following major professional categories:
In the same proportions as in previous years, on December 31 st 2022, 18,474 (43.3%) of the Group's employees fell into the category of direct labour, 14,626 (34.3%) into the category of indirect labour and the remaining 9,570 employees, (22.4%) into the category of office staff.
Workforce on 31 December each year shown in the above chart. Classification by job categoryIn order to unify criteria, next year it is intended to include all the breakdowns of the tables where the classification by type of workforce is currently reported, by the following professional categories: directors, middle management and other employees. The workforce data for this year and 2021, according to this classification are as follows:
Figures represent workforce at end of year. The table includes all companies that use SAP (87% of the total workforce). Diversity and equal opportunitiesGestamp promotes diversity, recognising it as a key competitive advantage for its business, while it gives priority to equity and inclusion in its people management model. Gestamp respects the rights of equality and non-discrimination on the grounds of gender, sexual orientation, social origin, ethnic origin, age, disability, and religion, among others. This is provided for in the company's Code of Conduct and the sixth goal of the UN Global Compact, which the Group has complied with since 2008. Cultural and geographical diversityCultural diversity results in innovative and enriching ideas and approaches. As such, Gestamp sees its heterogeneous workforce as an opportunity for the Group to find better solutions to the current global challenges. Geographical and cultural diversity is one of the distinctive features of the Gestamp workforce: Over 40,000 professionals with 93 different nationalities work across 24 countries. In each country where the company operates, there is an average of 12 nationalities at each location, while the countries with the greatest cultural and geographical diversity are Germany, Spain, France and the United Kingdom, with 43, 38, 29 and 25 nationalities in their workforces, respectively. This geographic diversity is incredibly enriching for Gestamp, a company that is committed to hiring local talent, a source of creativity and innovation. In addition, this helps develop an increasingly more inclusive Group in terms of country of birth, culture, race and sex. Gestamp works to find points of cooperation between people from different cultures and to make the joint project and shared identity their own. There are several ethnicities at Gestamp's workplaces in the United States: 53.8% of employees are white, followed by 30.5% African American, 11.3% Latin American, 2.3% of other ethnicities (not included in the following groups), 1.9% Asian and 0.2% Native. The Group boasts more than 111 plants with local plans and/or specific measures to foster equal opportunities, mainly covering its selection processes, salary policy, training and development, as well as in organising work and personal time. These not only focus on the plurality of nationalities and cultures, but also on the promotion of gender diversity, among other types of diversity, within the company, in line with the United Nations' Sustainable Development Goals. Generational diversityGestamp's inclusive nature is also shown in its inclusion of people of different ages: 41% of employees are under the age of 35, 50% are aged between 36 and 55 and 9% are over 55. This interaction between different generations is very enriching for Gestamp because it encourages innovation in problem solving, as each generation brings a different perspective. See Annexes: Average headcount by type of contract, age and gender (table III) Gender diversityAt Gestamp, women represent 19% of the Group's total workforce. The automotive industry has not yet reach gender parity, due in part to the traditional masculinisation of the sector and the continued underrepresentation of women in STEM careers (science, technology, engineering and maths). Gestamp strives to increase the proportion of women in its workforce. This effort is reflected in the percentage of female recruits, which grew from 22% in 2018 to almost 26% in 2022. This shows a positive trend, thanks in large part to the measures included in the Equality Plans at Group level and the awareness of the Group's HR teams. In terms of women holding positions of responsibility, according to the Gestamp Global Grading System (G3S) methodology, 14.3% of management and 18.8% of medium-level positions are held by women. In the average remuneration analysis, we have chosen to group by category rather than by type of labour as this allows us to better reflect the pay reality by creating homogeneous groups in terms of responsibility, which is reflected in remuneration.
It's not always easy to find women in selection processes for certain common positions in the automotive sector, such as die-makers, welders and maintenance specialists. Even so, there are some exceptions at certain work centres, where there is an almost equal number of men and women. This is the case in Gestamp Cerveira (Portugal) and Edscha Kamenice (Czech Republic). In 2022, nearly 26% of new hires were women, which is seven percentage points higher than the percentage of women currently on staff. Best PracticesGestamp participates in the 3rd Target Gender Equality accelerator programme.The Target Gender Equality accelerator programme, organised by the UN Global Compact, provides companies with support in defining and reaching ambitious business objectives in order to promote gender equality. This initiative is run in collaboration with the Global Compact Local Networks. The programme calls for bold action to accelerate progress on gender equality on all levels and in all areas of the business. The capacity building workshops are focused on helping businesses set goals and develop actions that increase women's representation and leadership. The programme takes a holistic approach and helps companies understand the various policies, practices and interventions needed to advance gender equality. Best Practice in Fostering Female Talent in India.In its India plants, Gestamp has launched the 'Gender Equality Vision 2020-2025' programme with the aim of reaching 20% women in the workforce by 2025. In a context of inclusive work, this plan has been created to ensure the recruitment and training of female talent by means of developing policies to ensure Gestamp provides a safer and healthier working environment for female talent. Functional diversityGestamp Group directly hires people with disabilities in its workforce, as well as outsourcing products and services to special employment centres. The number of employees with a disability across the entire Group in 2022 was 941, representing 2.2% of the Group's workforce (compared to 1.9% in 2019). For adaptations or the construction of new facilities, Gestamp hires local engineers that prepare the projects in accordance with local regulations, complying with all accessibility requirements. Furthermore, in order to make information more accessible, the Gestamp website meets all Level A criteria established by the World Wide Web Consortium (W3C)'s Web Accessibility Initiative (WAI). Training, management and development of talentTrainingPeople's talent and their ability to work in a team is a vital asset for Gestamp, which is why it provides its employees with personal and professional training that has the following main objectives:
Corporate Training and Development PolicyAs part of the ATENEA Transformation Plan, 2022 saw an in-depth review of the Training Management System with the goal of guaranteeing a robust and effective process for acquiring and transferring knowledge across all levels of the company, thus allowing the company to meet current and future business needs. During the first half of the year, a diagnostic was performed on the Group's learning and development processes in order to identify good practices, points for improvement and weaknesses. This analysis led to the definition and implementation of Gestamp's Corporate Training and Development Policy in July. This policy lays the foundations for all training systems in Gestamp, including the different phases, milestones, and people responsible for them. The learning and development process is exhaustive and spans from identifying employees' training and development needs to assessing the efficacy of the process. The following key aspects of the policy were defined:
In 2022, Gestamp continued to work on fostering a culture of learning by strengthening internal and external collaborative alliances as a means of attracting, training and developing talent. Talent attractionTo attract talent, Gestamp has launched several local and corporate initiatives. The corporate training team has initiated collaborations with educational institutions, such as with the University Pontificia de Comillas, the University of Deusto, U-tad and professional training centres, with the goal of developing programmes that help meet the Group's needs in terms of highly specialised profiles. In response to business demand on both a corporate and global level, Gestamp continues collaborating with the University of Deusto - giving classes on the master's in automotive design and Manufacturing course - and University Pontificia de Comillas, with its Chair for Connected Industry. And what's more, in 2022, in order to develop new assembly techniques, Gestamp defined a plan to create an academy for capturing and developing joint students on the Robotics Engineering degree course at the University of Deusto, in collaboration with the Salesianos professional training centre. In addition, given the growing need for professionals specialising in Industry 4.0, the company has established a link with Ironhack, a web development bootcamp with which it is devising plans for an academy for participants of the programme. Group-wide trainingIn 2022, Gestamp carried out a total of 1,146,150.5 hours of training. The number of employees who participated in training activities was 272,074 and the average number of training hours per employee was 27.5.
Over 80% of Gestamp employees received some kind of training in 2022. Training in plants:Employees are mainly trained at the workplace, with this being much more practical as it guarantees that they acquire knowledge of the group's industrial processes and allows them to constantly adapt to technological innovation and customers' safety and weight-reduction requirements. During the 2022 fiscal year, Gestamp's plants continued their ongoing effort to train their workforces, providing a total of 1,059,370 hours. The number of participants in these training sessions was 230,246, with employees receiving on average 25.5 hours of training. Global programmesAs well as the training sessions included in these figures, there are also global training programmes led by the company's Training and Development team, with these coming to a total of 86,780 hours (39.7% more than in 2021) with 41,828 participants. Some of the highlights of the global training programmes are: Battery box trainingOne of Gestamp's strategic areas at a global level is to promote the development of its new products and processes relating to electric vehicles. As such, through close collaboration with the Group's experts, a modular battery box training pathway was established which can be easily adapted to the different technologies used in all of the company's projects and to all different professional profiles. In this regard, a number of actions were performed with managers and technical teams in Mexico, Poland, Turkey, Romania and China, with a total of 324 participants and 6,008 hours of training. Intensive hot stamping trainingIn 2022, the return to the new normality following the Covid-19 pandemic has allowed us to once again give face-to-face training at Gestamp Technology Institute (GTI), the Gestamp Group's training centre of excellence which is equipped with all material needed for both theoretical and practical training with our R&D teams. As a result, the company has restarted its hot stamping training which offers a high degree of specialisation, with this representing a key technology for the Group. The Group has welcomed 30 professionals from different countries in which Gestamp operates, providing 1,200 total hours of training. Upskilling for Industry 4.0In order to achieve operational excellence, for several years, Gestamp has been committed to applying an Industry 4.0 model to its activities with a clear vision: creating more efficient and flexible production plants and more consistent and reliable processes by analysing its data and adding intelligence to its processes so that the right information reaches the right people at the right time. In order to make digital factories a reality, the right digital profiles are needed to lead the transformation. These profiles must be defined and staff training and capturing plans implemented to recycle employees in order to meet the new needs of the industry of the future, thus prompting a fair digital transition. More specifically, a concept test was performed in 2022 for the following training pathways:
In order to run these pilot programmes for key profiles, 58 Gestamp professionals have been identified who have given a combined 807.5 hours of training. Leadership and management developmentIn order to guarantee the future of Gestamp, in 2022 it reaffirmed its ongoing commitment to the development of critical profiles through its Plant Manager Development Programme, which began in December 2021. This programme is attuned to the needs of Gestamp and developed alongside Hult Ashridge business school, with the ultimate goal being to train professionals in the vital knowledge and experience required to become a Plant Manager. The programme came to a successful conclusion, with 21 participants receiving a total of 1,911 hours of training. On the other hand, Gestamp continues to demonstrate its dedication to female talent through its participation in the CEOE's Promociona and Progresa managerial development programmes, as it has in previous years. In 2022, a training plan was designed for members of the Board of Directors to help them finetune their skills and increase the efficiency of the corporate governance processes in a rapidly changing world. The training programme centred around three main areas: ESG strategy, financial principles of the automotive sector and risk prevention. Management and talent developmentThe process of attracting, developing and retaining talent is essential for the Group to have the best professionals and ensure the success of its strategy. The company's growth in new markets and geographical areas has meant developing and providing career opportunities for employees in the organisation both in and away from their place of origin. In addition, it has allowed Gestamp to create a talent pool of highly trained professionals, which resulted in an increase in the internal promotion rate in 2022, rising to 93% in the case of Division Directors and Country Managers. In the case of Plant Managers, the rate is 74%. This figure is somewhat lower due to the emergence of new markets where local hiring is more advisable. If we look at mature areas, such as Spain, France and Portugal, the internal vs external promotion rate jumps to 81%. In 2022, as part of the ATENEA Transformation Plan, Gestamp continued to work on global talent management on a uniform basis across all regions. Thus, the Group's talent is identified by a combination of two variables: employee performance and potential. In order to do this, an assessment process is carried out for a large section of the organisation, the results of which are reviewed on a yearly basis by the heads of each organisation and their Human Resources teams. 2022 saw launched for all employees classed as regular labour, with a success rate of 89%. In this regard, all managers and Human Resources teams have been trained to guarantee full understanding and proper implementation of the initiative. Work is currently being done to shift the performance system towards a waterfall goal-setting method which uses a number of strategic priorities to link employees' performance with the achievement of the Group's strategic objectives. This will increase transparency and provide employees with greater clarity regarding what is expected of them, and it will allow them to focus their work on achieving said objectives. In order to ensure that they are met, feedback is a key management tool used by managers. As such, in 2023 Gestamp is set to launch a communication and training campaign to foster the culture of feedback. Recruitment and selectionIn 2022, following a situation analysis of the function of recruitment and selection within the Group, a Corporate Selection Policy was devised and implemented, outlining a sole global strategy which aims to standardise selection processes and, as a consequence, further develop the company's image and employer brand. Next, in order to automate and systematise selection processes, a global selection tool was established and rolled out to help meet the requirements set out in the Policy and to obtain indicators that allow the company to measure the level of implementation of the defined strategy and the level of success of the selection processes. Finally, and following a review of Gestamp's position as a brand employer in the market, a corporate employer branding strategy was developed and applied through a range of initiatives in order to boost its ability to attract and capture the best talent (social media, job portals, universities, updates to the website, Formula Student). Further to this point, after identifying the critical profiles that are most difficult to attract, a talent and attraction plan was launched alongside the L&D, with collaboration from partners at leading institutions for this collective. Finally, as a way of fostering professional career development at Gestamp, an internal channel has been set up (Gestamp Jobs) which grants Gestamp employees priority access to open positions within the Group. Human resources managementRemunerationGestamp, in line with its equal opportunities principle enshrined in its Code of Conduct, promotes gender equality in access to employment, in the promotion of professionals and in equal pay. Remuneration is based on levels of responsibility, external competitiveness and professional career path, avoiding differences between men and women other than the merits achieved in the performance of their work. Average remunerationAverage remuneration is the average compensation received by all members of the eligible collective, which takes into account all money received: fixed salary and annual variable pay, extrapolated to full-time hours. In addition, the amounts have been converted to euros using the average exchange rate for 2022. By including the exchange rate variable, the differences between remuneration may be due to macroeconomic variables and not linked in any way to the remuneration policy itself. This calculation method is the same as the one used in 2021, and as such, the data between the two years can be compared. Average remuneration by professional category broken down by gender in 2022 for the whole GroupJust as in 2021, to calculate the average remuneration for 2022, we have chosen to calculate it by category. This allows us to obtain uniform collectives from a responsibility point of view, an aspect which is directly linked to employees' remuneration. As a new feature, however, this year we have included data from the previous year in order to compare and contrast 2022 against 2021.
Average remuneration data includes theoretical total annual wages. Scope: 85.5% of the workforce (97.4% excluding joint ventures). The year-end exchange rate has been applied to compare wages. The differences between male and female remuneration are due to the distribution per country and their different local markets, cost of living and exchange rate. Average remuneration by professional category broken down by gender in 2022 for SpainThe following section details the average salary for employees based in Spain, the country where the Group is most active. This analysis eliminates variables from the previous section that affected the outcome, such as the cost of living differential, differences in local markets and currency fluctuation.
Average remuneration data includes theoretical total annual wages. Scope: 85.5% of the workforce (97.4% excluding joint ventures). The year-end exchange rate has been applied to compare wages. The differences between male and female remuneration are due to the distribution per country and their different local markets, cost of living and exchange rate. Average remuneration by age in 2022The following shows the average remuneration by age in 2022. The table displayed last year included three age brackets. However, in 2022 we have broken it down into three age groups in order to compare this data with the other age-related data given in other sections of this report.
Average remuneration data includes theoretical total annual wages. Scope: 85.5% of the workforce (97.4% excluding joint ventures). The year-end exchange rate has been applied to compare wages. The differences between male and female remuneration are due to the distribution per country and their different local markets, cost of living and exchange rate. Average remuneration by age in 2022 for SpainThe following section details the average salary, broken down by age, for employees based in Spain, the country where the Group is most active. This analysis eliminates variables from the previous section that affected the outcome, such as the cost of living differential, differences in local markets and currency fluctuation.
Average remuneration data includes theoretical total annual wages. Scope: 85.5% of the workforce (97.4% excluding joint ventures). The year-end exchange rate has been applied to compare wages. The differences between male and female remuneration are due to the distribution per country and their different local markets, cost of living and exchange rate. Gender pay gapThe gender pay gap is the clearest indicator in terms of methodology when analysing the difference in salary between men and women. It is calculated by taking the average remuneration of each country (including fixed salary and variable remuneration, extrapolated to full-time hours and for the whole year). The calculation per market takes into consideration the relative size of each of the markets by dividing it among all eligible employees. This allows us to achieve a reliable global indicator of the difference in salary between men and women.
The result of the salary gap calculation is 6.60% of the total remuneration (fixed + variable). If we compare this with the figure from 2021, we can see that it has decreased by 1.23 percentage points. These differences are mostly due to the methodology: a more exhaustive analysis would be possible by comparing roles with the same level of remuneration. In addition, this year the sample size is larger given that a greater number of professionals has been included in the analysis for 2022, while the percentage of women in the organisation has also increased. The 2022 gender pay gap calculation is the result of the great effort made by the company in implementing its own unique global professional classification system, the Gestamp Group Grading System (G3S). During 2021, all employees were assigned to a professional group, as defined in the classification system. In 2022, the entire workforce was reviewed in the classification system in order to obtain the most detailed information possible. What's more, this calculation enables us to keep an up-to-date, robust and reliable database which allows us to compare roles with the same level of remuneration. In order to perform the analyses, the active workforces as of 31 December 2022 were used for 19 countries (Argentina, Germany, Brazil, China, South Korea, Slovakia, Spain, USA, France, Hungary, India, Japan, Mexico, Poland, Portugal, Czechia, Sweden, Taiwan and the UK). Russia was excluded from this year's calculation given the ongoing geopolitical crisis. As a result, the scope is 97.4% of the total Gestamp workforce (excluding joint ventures and Russia), covering 36,468 people (compared to 42,670 total employees). The 2021 calculation analysed 33,749 people, which represented 94.4% of the workforce (excluding joint ventures). This year, four new countries have been added, which helps increase the percentage of the total sample size compared to the total workforce. Joint ventures were excluded from the calculation because Gestamp is not responsible for managing their remuneration. Following the methodology used in 2021, the analysis doesn't take into consideration interns, expatriate workers, long-term leaves, partial retirements and companies that don't use the SAP HCM system, which is used to compile the global salary database. Joint ventures are excluded from the analyses as Gestamp has no management responsibilities over them. The gender pay gap calculation is made using the theoretical annual remuneration, extrapolated to full-time hours. This information is automatically extracted from the SAP HCM system. To guarantee the quality of the data and to review eligible employees, all information has been validated by the local Human Resources teams. It is possible to automatically extract this information from the database thanks to recent efforts to improve the quality of the data, mostly the result of improvements to the interconnection between payroll systems and the definition of salary additions across the Group. In 2021, the result was obtained by comparing all professionals in the same group, according to Gestamp's classification system (G3S), and who live in the same country. This year, we have improved the calculation method as a result of refining the classification system, providing a more detailed comparison. This allows us to compare roles with the same level of responsibility and which, under the remuneration policy, are in the same salary band. These levels were assigned by following the G3S methodology, which uses objective criteria to ensure there is no discrimination between men and women. The following table shows the workforce broken down by gender for the last two years. If we compare this year with the figures from 2021, we can see that there are now more female profiles, with the number of women increasing from 18.60% of total employees to 19.20% (both excluding joint ventures). In terms of women holding positions of responsibility, according to the Gestamp Global Grading System (G3S) methodology, 14.3% of management and 18.8% of medium-level positions are held by women.
AbsenteeismThe absenteeism rate in Gestamp has remained the same as the previous year, standing at 5.0%. The total number of absenteeism hours in 2022 was 3,718,202. This includes hours lost due to common illnesses, accidents and occupational illnesses, accidents on one's way to or from work, and those that are unjustified. 67% are due to common illnesses. Total hours of absence by region
Management of labour relationsAt Gestamp, labour relations are managed in accordance with union and labour legislation that applies to each geographic area. With union representation in each production plant, all aspects relating to union, labour and employee contractual relations are negotiated. 67% of employees are protected by a collective agreement. In 2022, 67% of employees were covered by a collective agreement. There are specific Occupational Health and Safety Committees in most production plants. In 2022, 96% of plants had employee consultation and participation mechanisms in place relating to occupational risk prevention, compared to 90% in 2020. In geographic areas where they are required as a result of historical, cultural or legal obligations, we have inter-centre committees that complement the in-plant negotiating framework.
Scope 100% of the consolidation perimeter. The percentage of employees covered is calculated as the total number of employees covered by the Agreement divided by the total workforce of each company. If the % of coverage is higher than 70% of the workforce, 100% coverage is assumed, given that the employees not covered represent management personnel and plant structure. The company has a European Committee that represents all of the countries in its scope, and it organises working groups tasked with combating issues relating to sustainability and risk prevention. Gestamp places special emphasis on issues that are essential to the Group: respect for union and labour legislation, non-discrimination policies, compliance with the Code of Conduct, occupational health and safety, and training and development in key areas to ensure the correct implementation of the business strategy, which always follows the framework for fundamental rights at work set out in the International Labour Organization (ILO)'s agreements. Communication with employees and their representatives is fundamental for Gestamp as it allows open, trusting relationships to be built. The Group facilitates channels for two-way communication in order to provide employees with important information and gain a better understanding of their real concerns and worries. Each centre has its own formal channels for communication between the company and its employees. The most common channels are the local and corporate intranet, the internal newsletter, the satisfaction and organisational climate survey, the suggestion box and the information channels. Employees also have access to established communication channels at the Compliance Office through which they can report or submit queries regarding the Code of Conduct. The Group has a corporate intranet that provides information on the most significant matters relating to the organisation on a corporate, divisional, plant and individual level. International mobilityGestamp employs highly qualified individuals who have the option to move country for a period of time in order to meet the specific needs of certain locations. In many cases, such mobility gives them the chance to lead new projects, like setting up a new plant or implementing new technologies or processes. This capacity to move talent provides flexibility and agility when executing projects. There are two types of groups:
Once the ultimate goal has been achieved, these employees return to their original work centres, leaving the project in the hands of local employees, who take with full or near-full responsibility for its management. The Group has a Corporate Policy that aims to establish, order, define and oversee the regulations and guidelines that govern employee expatriation within the Group, regardless of the country of origin and/or destination country. In 2022, Gestamp had a total of 82 expatriate employees living abroad for over a year providing international support. 110 Personnel with long-term transfers per country of origin and destination
Employee wellbeingBenefitsIn addition to financial remuneration, Gestamp supports its workers with a series of social benefits with the goal of improving their quality of life and that of their families. These benefits are managed locally and they vary depending on the country where the employee works. At the end of 2022, the company area for benefits was expanded to provide more localised support in this regard and highlight the importance of this practice. The objective for the coming years is to develop a global plan that ensures that all Gestamp employees can access certain benefits, regardless of the country where they work. This objective aims to improve the quality of life and well-being of its employees, while creating more streamlined administration processes, in line with Gestamp's global strategy. Flexibility and work-life balance measuresGiven the nature of the business, at Gestamp's production plants, groups classified as Direct and Indirect Labour have to work in shifts. However, Gestamp promotes shift rotation with the aim of facilitating the adjustment of working hours to workers' specific needs. For office-based workers in many regions, remote work measures have continued to be employed, in addition to other measures that promote flexibility and a good work-life balance, such as flexible working hours. In 2022, 103 of Gestamp's work centres implemented measures related to improving employees' work-life balance. As a result of the workforce's positive response to these measures and seeing an opportunity to further increase workers' flexibility and work-life balance, a Flexibility and Work-Life Balance Policy has been implemented. This policy was introduced in Spain at its Madrid, Barcelona and Basque Country offices, and in 2022 it was extended to different areas of the Group by following the model provided for in the policy established by Corporate, while adapting it to the needs and culture of each particular area. Some of the measures included in Gestamp Group's Flexibility and Work-Life Balance Policy refer to flexible entry and exit times, remote work and disconnection from work, among others. Organisational climate surveyIn 2021 and 2022, employees at 82 work centres completed an organisational climate survey. The survey was given to 25,612 employees, which represents 60% of the Group's end-of-year total workforce. The results indicate that 73.3% * of employees are satisfied with the Organisation. To reach this figure, the results were standardised to come up with a global satisfaction score given that each work centre conducted a specific survey for its workforce. TABLES AND ADDITIONAL INFORMATION IN ANNEXESInformation linked to the Chapter 5.1. Talent, which can be found in the ANNEXES section.
5.2 Health and SafetyOccupational Health and Safety is a priority for Gestamp, which has a firm commitment to ensuring a safe and healthy work environment in all areas. In terms of prevention, Gestamp has evolved from controlling accident control, to its own ambitious management system, which is even stricter than local legislation in some countries. The following principles are included in Gestamp's Occupational Health and Safety Policy:
Gestamp Health and Safety SystemThe Gestamp Health and Safety System (GHSS) was developed to support plants in their quest to continuously improve safety. This management system is based on a balanced scorecard with a global indicator, the Gestamp Health & System Indicator (GHSI), which was developed inhouse and makes it possible to evaluate the safety system of all the plants in a homogeneous and consistent fashion. GHSS is a robust system that seeks ongoing improvement and takes into account both risk analysis and the definition of standards and procedures, as well as training, in order to ensure the safety and health of workers. From the outset until 2006: Accident rates
2006: Gestamp Health and Safety Indicator (GHSI)
2017: Gestamp Health and Safety System (GHSS)
GHSS featuresThe GHSS Management System is integrated at all organisational levels. ProfessionalismAn extensive team of professionals dedicated to prevention, from corporate level to the plants, to provide their opinions when undertaking improvements and starting new projects. Experts in working and prevention management conditions that seek best practices and solutions and define the direction of the system MeasurementGestamp Health & Safety Indicator (CHSI) is an internal tool designed by us and adapted to the particularities of the company's activity, reaching higher levels of demand than those required by international standards. It enables us to analyse 76 factors equally in all of the Group's plants. CommunicationComputer applications and web communities that support the system. The applications allow control of everything related to the GHSI: quarterly reviews, audits and reports; while the web communities generate discussion forums and document repositories and share information with all of the Groups plants. IntegrationCollaboration with other corporate departments so that Health and Safety is another aspect to consider in new projects. Full integration is sought layout design, machinery and facility purchasing, training, and corporate policies. The Health and Safety team regularly participates in audits and collaborative projects with strategic areas of the Group such as Industry 4.0, Standardisation, Purchasing and Sustainability. ExperienceCreation of manuals and supporting documents. Safety standards, management guides, detailed specif ications, good practices. Responsibility and functions at all levelsPlants must manage health and safety with the same level of knowledge and standards that they use in their core business. The model is supported by senior management. Each year a Leadership Meeting is held, where the overall targets for improvement are established based on the Indicator. In addition, the results are submitted to the Board of Directors on a quarterly basis, along with a progress report on the corporate plans and other important matters. GHSI indicatorThe Gestamp Health & Safety Indicator (GHSI) is a tool that ensures the same standards are applied across all plants in the Group, regardless of their size, production process or country. Thus, it is possible to assess and compare the health and safety performance of each plant using shared criteria. The 2022 version of the Indicator (GHSI) is composed of 79 factors divided into 3 main blocks: Traditional indicators, Working Conditions and Prevention Management. Each factor is weighted differently, depending on the importance or magnitude of the associated risk. In addition, different safety levels are defined in each one. The greater the risk, the higher the weight. The final score given is a weighted average that ranges from 0 to 100, with 0 being the most favourable situation. ACCURATELY ASSESS SAFETY PERFORMANCE BASEDON PLANT CONDITIONS AND IMPROVEMENT ENDEAVORS THAT THEY HAVE UNDERTAKEN. ESTABLISH A GLOBALLY-KNOWN SAFETY STANDARD FOR GESTAMP, THAT COULD BE UTIUZED AS A BENCHMARK FOR COMPARISON BETWEN THE PLANTS. TO REFLECT IN THE STANDARD THE "KNOWHOW" THAT HAS BEEN GATHERED OVER THE YEARS, AS A REFERENCE FOR IMPROVEMENT. Internal auditing systems
When a plant enters the system, a full audit is conducted on site at the plant. In addition to assessing the safety conditions and prevention management in place at the plant, this is used to provide safety-related training to the parties that are directly responsible in this regard. Once it is part of the system, these audits are repeated every two years in order to ensure that the indicator continues to reflect the actual safety situation at the plant. They also allow the Group to verify on-site whether the improvements made and approved remotely each quarter have been consolidated, to refresh safety standards and to get first-hand feedback from the plants. Face-to-face audits were cancelled during 2020 and 2021 due to the pandemic Covid19 and resumed in 2022. Fifteen European plants have been audited with good results overall. This means that, despite the interruption of audits, the system has continued working in the Group. A normal rate of audits is expected to return by 2023, with 50% of plants audited every two years.
These are audits of factors that the plant aims to improve; they are conducted remotely through the use of an internally developed IT application. The plants must report their improvements in the first 15 days of each quarter. The improvements are first validated by the Division-level prevention managers, who act as advisors, then move on to the audit phase. The criteria followed are exactly the same as for full audits and the same auditors review them. The difference is that only the improvements proposed by the plants, which have been validated by their advisors, are audited. To guarantee the use of uniform criteria, there is a guide linked to the indicator that outlines the criteria. In addition, other documents are also being produced that provide further details on the criteria of certain factors of the indicator, such as hygiene risk management, subcontractor management, working at a height, maintenance of metal shelving and management of lifting devices, to name a few. The total number of factors/improvements reviewed in the year was: 733 Continuous improvementOne of the key contributors to the success of the GHSS, is the commitment to continuously improve in all the following aspects:
Safety alertsSerious accidents and incidents with implications on prevention within the Group are used as an awareness-raising measure. The investigation carried out by the plant, together with a video or photographs of the event are shared via the prevention web community. This information is completely anonymous. The important thing is not where it happened, but that it happened at a Group work site, and we must prevent the situation from repeating itself. During 2022, 4 safety alerts were published. Since the launch of the initiative, 27 Alerts have been published with great success. ISO 45001 CertificationGestamp's own GHSS system allows for the incorporation of minimum mandatory standards in each of the plants regardless of the country, legislation or culture. It is a robust system that is implemented across the entire Group, and recognised at all organisational levels. In the 5 years that the system has been in place, no fatal accidents have occurred, which is a milestone for an industrial group. Taking into account the robustness of GHSS and the organisation's commitment to Health and Safety, in 2022 the decision was taken to certify the system under the international standard ISO 45001. In record time, almost 100% of the Group's plants have achieved ISO 45001 certification through the multisite model (except for the 4 plants located in Russia, due to the war in Ukraine). This achievement has been possible thanks to having a prior system such as GHSS, fully implemented across the organisation, demonstrating Gestamp's firm commitment to Health and Safety, as well as the continuous work and effort of all teams. 2022 ReviewIn 2022, accident rates went down: by 7% for the Frequency Rate and 3% for the Severity Rate. In addition, Gestamp has had no fatal accidents at its facilities since 2017.
Working conditions and prevention managementAccording to performance in the previous year and the starting situation, each production plant establishes its action plan with the aim of making improvements. Evolution of working conditions and prevention management in 2022 by division
Despite difficulties arising from the COVID-19 pandemic, the GHSS has proven to be a robust system, not only by remaining fully active during this time, but also by achieving substantial improvements across all divisions. Thus, in 2022, a group-wide improvement of 3% was achieved in the Working Conditions segment and 7% in Prevention Management. Future challengesWorking conditions
The use of self-driving vehicles to move loads in the workplaces is becoming increasingly widespread, reducing the number of forklifts and controlling the risk of being run over. Like with any new technology, it comes with new risks. To keep them under control, the Group is developing technical documentation to support new projects, defining the safety requirements for acquiring this technology and considering the various technical solutions available on the market.
The new safety radars can be integrated into most of Gestamp's processes to improve safety levels. It is a new and certified system comparable to the most efficient detection systems, but it is special in that it does not require maintenance nor replacement parts. This makes facilities more reliable and safer in terms of H&S, more cost-effective in terms of production and more sustainable. During 2022, a pilot test installation was carried out in a robotic cell in a plant in Spain, and there are plans to implement this system in other Gestamp plants in 2023. Prevention management
In 2022, Plan 2025 was put forward, which sets out new key factors for establishing the Group's Health and Safety strategy for the coming years. Plan 2025 aims to reduce the accident rate by focusing on the highest risk factors, taking into account their severity in the event of an accident occurring. Corporate shall provide support and monitoring to production plants, focusing on certain factors of the GHSI indicator: specific training, definition and modification of equipment and work sites, machine malfunctions and maintenance. The corporate and divisional teams will work together with production plants to create supporting documents to meet the proposed objectives, and to follow up closely with quarterly meetings to check on the implementation of the factors.
Following the integration of the new factor into the Group's indicator, psychosocial assessments were carried out in 2022 at plants in the United Kingdom, Poland, Czech Republic, Slovakia and Sweden, with around 2,900 questionnaires completed. The importance of psychosocial factors for workers' health has been increasingly recognised. Changes in organisations, current globalisation processes and exposure to psychosocial risks have become more frequent and intense, making it appropriate and necessary to identify, assess and control them in order to prevent the associated risks to health and safety at work. In order to monitor plant implementation more exhaustively and encourage improvement, a new factor has been created to define Gestamp's psychosocial assessment model. With this change, the GHSI will go from having 78 to 79 factors in the 2022 version.
As part of the corporate strategy in the area of Prevention Management, a Practical Application Guide for Ergonomic Assessments in Workplaces was created in 2022. Among the support material developed to accompany the plants in their evaluation process are the update of the corporate procedure including the detail of the method suggested by the Sue Rogers group; A base template for conducting the assessments has also been created and, finally, a practical guide consisting of videos and step-by-step explanation on how to complete the assessment has been developed. Currently all plants in Mexico have been evaluated using this guide. Throughout 2022, more than 1300 evaluations have been carried out in the stamping, assembly, laser cutting and painting processes and at least 13 workstations have been significantly improved. In 2023, ergonomics assessments are expected to be carried out at the Gestamp Aycliffe plant (UK), one of the Group's largest work centres with more than 1,000 employees. Production plants in Argentina have developed and integrated an ergonomic validation system for new projects through the use of the corporate project management tool GPCS (Gestamp Product Creation System). For this, the engineering team of the plants has been trained in ergonomic risks. This training includes the principles of corporate management system (GHSI), and the detection of physical risks to prevent musculoskeletal disorders, with the aim of defining the basic guidelines in the design of jobs from the phase of development, construction, installation and operation in the workplace. As part of the corporate strategy in the field of prevention management, a practical application guide for ergonomic assessments in workplaces was created in 2022
After carrying out a study of the factors with the highest percentage of rejection in reviews through the application, Gestamp was able to identify the points on which to develop support material in the form of guides, best practices or success stories. The project has started with the development of guides for factors that resolve high-severity risks, such as machine intervention and lock-out/tag-out of machines and facilities. 5.3 Local CommunitiesSocial ContributionGestamp views sustainability as striking a balance between economic growth, social development and proper management of its environmental footprint. With this in mind, responding to the needs of the communities in which Gestamp operates, and helping to improve the quality of people's lives, is seen as both a responsibility and an opportunity on the path towards achieving the sustainable development of the business. In order to fulfil this objective, Gestamp seeks to align its social contribution with its business activity, through medium and long-term social projects in the communities in which it operates, reinforcing trust between those communities and the company, and enhancing its positive contributions. The Group collaborates on local initiatives promoted by economic organisations (business, technology and innovation clusters and associations) as well as social and environmental ones (road safety, education, environmental awareness, socio-economic development, etc.). On a global level, Gestamp participates in international programmes to meet the biggest challenges of our century. In 2008, the company joined the UN Global Compact and has adhered to the Sustainable Development Goals since they were approved in 2015. Social Action PolicyIn 2022, Gestamp published a Social Action Policy, approved by the Board of Directors and the Sustainability Committee, which sets out the foundations and strategic pillars of the Group's Social Action. Gestamp's social action is centred around the following three priority areas, with the aim of aligning its social contribution with its business activity and ensuring coherence, while also focusing on providing the maximum positive social impact. The deployment of the Group's Social Action policy will be carried out during 2023 with the support of the Human Resources managers of each plant and work centre. • Education and training:The Group is firmly committed to socio-economic development and technical, industrial and digital training for young people. In this way, the company encourages new generations to gain the education and skills required to enter the job market under the best conditions and to improve their employability. This line of action also extends to extracurricular support, efforts to reduce school dropouts, equal opportunities in education and access to education for vulnerable groups. SDGs related to EDUCATION AND TRAINING
Another priority area for social action at Gestamp is road safety, including initiatives, volunteering and donations directed towards efficient driving and the prevention of road accidents. In relation to mobility, the Group, aims to support social action projects that promote mobility as a means of progress, as well as improve the quality of life for vulnerable people, with a particular focus on the local communities where Gestamp is present. SDGs related to MOBILITY AND TRANSPORT
Finally, Gestamp prioritises and drives initiatives that seek to protect the environment where the Group is present, as well as those that promote energy conservation and efficient energy use within the automotive industry. SDGs related to ENVIRONMENTPrinciples of Conduct:The following principles of conduct shall guide Gestamp's social action:
Collaboration with non-profit organisationsIn 2021, Gestamp changed its system of identification, classification and evaluation of social contribution. Since January 2021, it has been using the Business for Social Impact methodology (B4SI, formerly LBG (London Benchmarking Group)). However, since 2013, Gestamp has reported its social contribution through the LBG Spain methodology. In 2022, Gestamp continued to employ the B4SI methodology. In 2022, the company worked together with 147 project partners on a total of 236 social initiatives. A total of 808 employees volunteered to take part in these efforts, with the total value of the contribution amounting to 1,211,093.46 euros. By type of contribution, most of the activities were made as a monetary contribution (81.8%), followed by the contribution in kind, (10.6%) such as donations of surplus construction materials to non-profit entities, or surplus office supplies and movable objects to families affected by natural disasters. Due to the humanitarian crisis caused by the Ukraine War, in-kind donations have been significantly increased compared to the 2021 contribution. Another contribution is the volunteer hours dedicated by employees during their working hours (7.6%). MAIN SOCIAL CONTRIBUTION FIGURES (as per the B4SI model)
MAIN FIGURES BY AREA OF ACTION (ACORDING TO B4SI MODEL)
MAIN FIGURES BY SDG (ACORDIG TO B4SI MODEL)
The total calculation of Social Action of the Group during 2022 was 1,211,093 euros, this figure differs from the figure provided in 2021, (748,877€), due to the increase in investment in the area of action "Humanitarian Aid", aimed at alleviating the effects of the Humanitarian Tragedy, as a result of the War in Ukraine. This deviation is also due to the fact that, in 2021, the Group experienced cuts in all divisions due to effects of the Covid19 pandemic. In 2022, the levels of investment in Social Action are once again similar to the pre-pandemic levels we saw in 2019 or 2018. €1,339,723 and €1,670,662, respectively. Gestamp joins forces with CODE to promote education in programming languagesAs part of the company's strategy, Gestamp fosters employability by providing technical and industrial training and skills-building for young people in the local communities where the Group operates. The NGO Code.org fosters quality computer science education to democratise and bring programming closer to young students. Gestamp takes part in this global project to contribute towards training digital natives, eliminate talent gaps and promote a future with more opportunities. As a partner, Gestamp is committed to this project to mutually foster the development of computational thinking among young people and students, while training them in programming, the cornerstone of the digital transformation of today and the future. "I Speak Code" Summer CampIn July, Gestamp and CODE set up a summer camp for boys and girls between the ages of 8 and 14, children or family members of Gestamp employees in Madrid. A total of 29 children were given the opportunity to learn and put into practice basic principles of programming at Gestamp's facilities. Video: https://www.youtube.com/watch?v=WkIYAn4UDjU Ukraine:Gestamp organizes humanitarian aid for refugees in Poland and the Czech RepublicThe Wrzesnia and Wroclaw plants (Poland) and the Edscha Kamenice plant (Czech Republic) were involved with the local communities that received a large number of refugees from Ukraine, given their proximity to the Ukrainian border. They showed particular interest because several of their employees are from Ukraine. These plants drove specific efforts in Poland and the Czech Republic. Refugees were provided with welcome packs containing basic hygiene products, and integration initiatives were launched in the area including language courses, legal advice and psychological support. Collaboration with the Red CrossWith the aim of supporting local communities, Gestamp came together with the Red Cross in its appeal to support the humanitarian action of the International Red Cross and Red Crescent Movement in Ukraine and neighbouring countries, such as Poland and the Czech Republic, where Gestamp operates. Gestamp invited its employees from around the world to take part in this donation campaign, which has helped to provide food, water, medical supplies, accommodation, psychological support and mobile healthcare teams, among other things. Participation in associations and organisationsGestamp endeavours to promote the industry and local development from various angles. Putting this commitment into practice, the company is actively involved in a range of initiatives geared towards social and economic issues, in the form of business clusters and associations. Gestamp takes part in organisations, institutions and forums that aim to foster socio-economic development, innovation and quality and to contribute to spreading knowledge about the automotive industry. In November 2021, the General Assembly of the Spanish Association of Automotive Suppliers (SERNAUTO) approved Francisco J. Riberas, at the proposal of the Board of Directors, as the new president of the Association to represent and promote this strategic industry for the country. Innovation is a strategic priority for the Group, promoted through its involvement in organisations such as the University Institute of Automobile Research and the COTEC Foundation. Gestamp practices what is known as sustaining innovation, which seeks to strengthen the core business and ensure sustainability, efficiency and competitiveness. Technology transfer and knowledge management are also priority issues in the business model, which is why the Group supports numerous educational programmes and dual vocational training schemes. Participation in technological associations helps us in the transfer process of new technologies, which is the usual mechanism through which the organisation adapts to the requirements entailed in new projects. These new projects also end up fostering socio-economic development as a whole. The Institutional Relations Department, seeks to show different institutional audiences (governments, chambers of commerce, business associations, Spanish embassies abroad and diplomatic missions in Spain, trade unions and employers' organisations, educational institutions, local administrations and think tanks, among others) Gestamp's contribution to society, participating in the drafting of public policies and regulations as a corporate citizen, with ethics, transparency, integrity and professionalism in our institutional dialogue. Furthermore, Gestamp is registered in the EU Transparency Register and abides by the rules and principles set out in Annex I of the Interinstitutional Agreement. The following are just a few of the associations and organisations that Gestamp participates in: Bilateral Chambers of Commerce
Spanish regional clusters
Industrial associations
Economic Associations
Professional associations
ESG Associations:
6. GOVERNANCE6.1 Governing BodiesShareholding StructureAs of the date of this Report, in accordance with the data recorded in the official register of the National Securities Market Commission (CNMV), the current shareholding structure of Gestamp Automoción S.A. (hereinafter, "Gestamp" or the "Group") is as follows:
All shares belong to a single class and series and provide their owners with the same rights and duties. Corporate Governance SystemGestamp's Corporate Governance is currently based on the following corporate rules, all of which are available on our website:
The Corporate Governance rules are periodically reviewed and updated. The contents are modelled and based on Gestamp ́s commitment to the Best Corporate Governance Practices, business ethics and social responsibility in all areas of action. Governing BodiesTo meet commitments to transparency and business ethics, the Company implements its rules of corporate governance through the following Governing Bodies, which distinctly undertake strategy and supervision, and administration and management duties.
The General Shareholders' Meeting is the shareholders' main way of participating in Gestamp, and it is the Company ́s highest decision-making body where all duly convened shareholders gather to discuss and decide on, subject to the majority requirements applicable in each case, matters falling within its scope of authority. FunctionsThe General Shareholders' Meeting decides on matters within its competence in accordance with the provisions of the Law and our corporate rules, and is responsible for the duties set out in Article 5 of the Regulations of the General Shareholders' Meeting of Gestamp. Rights of shareholdersShareholders are entitled to examine all the documents related to the General Shareholders' Meeting as of the date on which the Meeting is called, at the company's registered office or via the Gestamp website. Moreover, between the publication date of the notice of the General Shareholders' Meeting and the fifth day prior to the date scheduled for the meeting on first call, shareholders may request in writing any reports or clarifications they deem necessary or draw up in writing any questions they consider pertinent, concerning the matters included on the agenda. In addition, a number of shareholders representing at least three percent (3%) of the share capital will be entitled to request publication of an addendum to the notice of the General Shareholders' Meeting, including one or more additional items on the agenda, within the deadlines and in the manner set forth by Law. Similarly, shareholders representing at least three percent (3%) of the share capital may submit substantiated proposals for resolutions on any matters already included or which should be included on the agenda, within the term and in the manner established by Law. Said proposed resolutions and, where appropriate, supporting documentation, will be continuously published on Gestamp's website.
The Board of Directors is responsible for supervising, managing, controlling and representing the Company. At the core of its mission, it must establish the approval of the Company's strategy and the organisation required to put it into practice, as well as the supervision and control of goal achievement by management, and respect for the Company's purpose and interests. The rules on the composition, responsibilities and functioning of our Board of Directors are governed by Law and our corporate rules, corresponding to the duties set out in Article 8 of Gestamp's Regulations of the Board of Directors. CompositionThe Board of Directors is composed of 13 members, of whom 7 are independent directors, 3 are proprietary, 2 are executive, and 1 is an external director. Thus, Gestamp not only complies with Recommendation 17 of the Good Governance Code for Listed Companies, which entails having at least 50% of the Board of Directors represented by independent directors, it goes one step further and has majority of independent directors.
For more information on directors, visit the Gestamp website. Diversity of the BoardThe Board of Directors' Selection Policy, approved by the Company's Board of Directors on December 14 th , 2017, at the proposal of the Nomination and Compensation Committee, and later amended on 26 July 2022, sets out the procedures and mechanisms for the selection of directors to always ensure an appropriate and diverse composition of the Company's Board of Directors. This policy sets out the underlying principles that are to govern it, which include the following:
The Board of Directors' Knowledge, Skills, Diversity and Experience Guide sets out the knowledge, skills, diversity and experience that the Board of Directors as a whole must possess such that it serves as a reference and support tool for the Board of Directors' Selection Policy. This guide, approved on 14 December 2017 by the Board of Directors at the proposal of the Nomination and Compensation Committee, develops the aforementioned principles and establishes that, for the purposes of selecting candidates and re-electing Directors, and in the face of equal knowledge and experience, diversity is to be encouraged, thus preventing discrimination on grounds of gender, age, culture, religion and race, and that the composition of the Board of Directors is to be in accordance with the demographic reality of the markets in which the Company operates. In pursuit of this principle of diversity, and specifically gender diversity, on 26 July 2022, the Board of Directors, following a proposal by the Nomination and Compensation Committee, approved the introduction of certain amendments to the Selection and Diversity Policy of the Board of Directors, including the Board of Directors' commitment to making sure the Company's diversity measures ensure a significant number of senior managers at the Company, in accordance with the provisions of Recommendation 14 of the Good Governance Code of Listed Companies. As a whole, the Board must possess the knowledge, skills and experience needed to guarantee the adequate governance of the Company in line with its activities, including its main risks, ensuring that it has effective capacity for independent and autonomous decision-making in the Company's interest. For the purposes of defining the skills, knowledge and experience that are deemed most appropriate for the Board of Directors as a whole and in order to verify the suitability of a candidate whenever a vacant position on the Board opens up, the Nomination and Compensation Committee approved the following matrix for the Board of Directors at its meeting on 10 May 2022. BOARD OF DIRECTORS OF GESTAMP AUTOMOCION, S.A. SKILL MATRIX
This matrix will be updated on a regular basis in line with the potential vacancies that arise in the Board of Directors and the new challenges and opportunities faced by the Company in the short, medium and long term. Evaluation of the Board of Directors' performanceIn accordance with the Regulations governing Gestamp's Board of Directors, the Board shall devote the first of its annual meetings to evaluating its own functioning in the previous year and, where appropriate, adopting an action plan to correct any aspects seen to be of scant functionality. Furthermore, the Board of Directors shall also evaluate (i) the performance of the duties of the Chairman of the Board and, should the position be held by a different person, that of the chief executive officer of Gestamp, based on the report submitted by the Nomination and Compensation Committee; as well as (ii) the functioning of the Committees of the Board of Directors, based on the reports submitted. This evaluation, in compliance with Recommendation 36 of the Code of Good Governance, is carried out with the advice of an external consultant every three years. The evaluation process of the Company's Board of Directors for 2022 began on 7 November 2022 and was coordinated by the Nomination and Compensation Committee, at the request of the Chairman of the Board of Directors. In accordance with Recommendation 36, the external consultant was not consulted this year as he was involved in the evaluation process in 2020. The 2022 evaluation process consisted mainly of completing an evaluation form, issuing an evaluation report and preparing an action plan. The areas evaluated were as follows:
On 19 December 2022, the results of their evaluation were submitted to the Nomination and Compensation Committee, as well as those regarding the evaluation of the Board of Directors, the Chairperson of the Board of Directors and the Secretary of the Board of Directors. On 14 December 2022 and 19 December 2022, the results of their evaluation were submitted to the Audit Committee and the Sustainability Committee, respectively. After analysing the results, each of the Committees issued a report on the evaluation. In addition, the Nomination and Compensation Committee prepared an action plan to be presented at the first meeting of the Board of Directors in 2023 together with the reports issued by each of the Committees. Although the result of the evaluation corresponding to the year 2022 has been positive, the action plan resulting from it includes a series of recommendations on aspects of the functioning of the Board of Directors, to be carried out during the year 2023. Calling and regularity of meetingsThe Board of Directors shall meet as often as necessary to effectively perform its duties, provided this is required in Gestamp's interest, and at least six times a year with at least one meeting being held per quarter. In 2022, the Board of Directors met on 8 occasions. All the meetings were presided over by the Chairman, and the attendance rate was 100%. Executive Chairman of the Board of DirectorsName: Francisco J. Riberas Mera Position: Executive Chairman Appointment as Chairman: 3 March 2017 with effect from 24 March 2017 The chairman of the Board of Directors of the Company is elected from among the members of the Board after a report from the Nomination and Compensation Committee. The Board, after receiving the report from the Nomination and Compensation Committee, may appoint one vicechairman or more to replace the chairman in the event of absence or incapacity. Last appointment as Chief Executive Officer: 7 May 2021 with effect from 26 July 2021. The Board of Directors can permanently delegate its powers to one or more members of the Board, except for those powers reserved for the Board by Law, the Articles of Association or the Regulations herein. The permanent delegation of the Board of Directors' powers and the appointment of the director or directors vested with the delegated powers shall not be valid unless they receive the favourable vote of at least two thirds of the members of the Board of Directors. The CEO's appointment is proposed by the chairman following a report by the Nomination and Compensation Committee. Duties as Chairman:
Duties as Chief Executive Officer:
Coordinating DirectorName: Alberto Rodríguez Fraile, Independent Director Position: Coordinating Director Appointment: 24 July 2017 Given the Chairman's status as executive director, following a proposal by the Nomination and Compensation Committee and with the executive directors abstaining, the Board of Directors appointed a Coordinating Director. Functions
Greater efficiency and transparency in exercising the powers and performing the duties assigned to the Board of Directors warrant the establishment of committees. These committees are not only called upon to facilitate decisions of the Board (by assessing the matters in advance), but also to strengthen the principles of objectivity and reflection with which the Board of Directors must address certain issues. To this end, the Board of Directors has formed an Audit Committee, a Nomination and Compensation Committee and a Sustainability Committee. The rules on their composition and functioning are outlined in Article 39 of the Regulations of the Board of Directors, while its duties are set out in Articles 40, 41 and 42 of the same Regulations. Audit CommitteeComposition and Frequency of MeetingsBelow is a description of the composition of the Company's Audit Committee as of the date of this Report, stating each member's position, category and date of appointment as a Committee member.
In 2022, the Audit Committee met on 10 occasions. All the meetings were presided over by the Chairman, and the attendance rate was 100%. Nomination and Compensation CommitteeComposition and Frequency of MeetingsBelow is a description of the composition of the Company's Nomination and Compensation Committee as of the date of this Report, stating each member's position, category and date of appointment as a Committee member.
In 2022, the Nomination and Compensation Committee met on 5 occasions. All the meetings were presided over by the Chairman, and the attendance rate was 93.33%, as Mr Pedro Sainz De Baranda could not attend one of the meetings due to personal reasons. Nevertheless, he delegated the relevant power to the Chairman of the Committee, with instructions to vote in favour of all proposed resolutions. Sustainability CommitteeComposition and Frequency of MeetingsBelow is a description of the composition of the Company's Sustainability Committee as of the date of this report, stating for each member the position, category and date of appointment as a Committee member.
In 2022, the Sustainability Committee met on 5 occasions. All the meetings were presided over by the Chairman, and the attendance rate was 100%.
The Remuneration Policy for Directors of the Company approved at the General Shareholders' Meeting held on 6 May 2020, defines the following principles, which guide the remuneration of directors for holding such position:
Remuneration of directors for undertaking their executive duties shall also be guided by the following principles contained in the Remuneration Policy:
The remuneration paid to each Gestamp director is also published in the Directors' Remuneration Report and Annual Corporate Governance Report, section C.1.13. Average remuneration of Board of Directors (thousands of euros)
Average remuneration of Directors by gender (thousands of euros)
As a result of the crisis caused by COVID-19 in 2020, the members of the Company's Board of Directors and the Group's executives decided to reduce their fixed remuneration as follows:
Management Committee is in charge of the strategic organisation of the Group by disseminating, implementing and monitoring the business strategy and guidelines. From an organisational standpoint, Senior Management perform their duties in accordance with the different geographical markets and operating segments where the Company conducts its business. Members of Senior Management as of 31 December 2021
The remuneration of the members of Senior Management amounts to €5,073 (thousands of euros) Average remuneration of members of Senior Management (thousands of euros)
* Other concepts are payment in kind: life
insurance premiums and company car
The remuneration of Gestamp's Management Committee is published in the Annual Corporate Governance Report section C1.14. Annual Corporate Governance ReportAt its meeting held on 27 February 2022, the Board of Directors approved the Company's Annual Corporate Governance Report for 2022. In relation to the 56 Recommendations in the Good Governance Code for Listed Companies that are applicable to the Company, said report shows that 52 of these Recommendations are met, 3 are partially met and only one is not met. For more information, please see the Gestamp 2020 Corporate Governance Annual Report published on the Gestamp and CNMV websites. 6.2 Risk managementRisk identification, evaluation, and management has been part of the Gestamp culture and strategy from the very beginning, and it has become especially relevant in recent times with the increasingly changing geopolitical and economic landscapes. Risk management, which is embedded in all the activities and levels of the organisation, contributes to reducing and, in some cases, eliminating the consequences and probability of the occurrence should certain events arise. Even more, it contributes to turning risks into opportunities and sources of competitive advantage. Integrated risk management systemGestamp has an Integrated Risk Management System (IRMS) 6 to ensure that any financial or non-financial risks which could affect our ability to achieve the Group's strategies and targets are identified, assessed and managed in a systematic way using standardised criteria. Risk management is a process driven by the Board of Directors which contributes to the company's ability to create value in a sustainable way while safeguarding the interests of its stakeholders. Gestamp has a Risk Management Policy that is approved by the Board of Directors and applicable to all companies within the Group. The policy covers all risks associated with the Group's activities, processes, projects, and lines of business in all the geographical areas in which it operates. This policy establishes 7 :
The annual risk management process involves:
Being a dynamic system, the above-mentioned update includes the addition of new risks and all subsequent management processes derived from such additions. New risks are added according to the development of business activities, laws, and regulations and good governance recommendations, among others. This has been the case, for example, with the ESG risks that have been reviewed and aligned in a series of amendments to the 2025 ESG Strategic Plan, as will be explained in subsequent sections of this report.
7 For more information about the Risk Management
System, please see the Corporate Governance Report.
Main risksGestamp operates in multiple countries, markets and regulatory, political and socio-economic environments. As a result, the company is exposed to strategic, operational, financial, compliance and information risks that need to be mitigated in the most effective way possible. The risks detected by the company in 2022 are in line with those of the previous period, while also taking into account the consequences of the war in Ukraine, which have affected companies and countries around the world. This conflict has led to the strengthening of internal measures and policies to mitigate the consequences of sudden price increases and discontinuity in the supply of raw materials and energy. Some of the main risks that have been identified by the company and the corresponding management measures are detailed below:
* For more information about the 2022 risks,
please see the Corporate Governance Report.
Emerging risksUsing the megatrend analysis established by international organisations such as the United Nations and the World Bank and the annual global risks reports published by the World Economic Forum, Gestamp has identified the following emerging risks:
These risks are included in the IRMS and their corresponding assessment will be updated in the current year, ensuring that the responses and mitigation measures introduced across the Group are sufficient. ESG RiskGestamp is aware that ESG risks are very closely linked to the geographical location of its plants and the complexity of the value chain in the automotive sector. As such, through the 2025 ESG Strategic Plan, Gestamp aims to contribute to mitigating these risks with a double approach: focusing on both the company and its stakeholders and environment. In 2022, Risk Department and ESG Department created a matrix that cross-references Gestamp's risks with areas of the ESG Strategic Plan, working on a dual objective: ensuring that the Risk Map is in line with the new ESG strategy and understanding the level of contribution of each ESG Plan area to mitigating the company's risks. Level of contribution of the ESG Plan to the 20 main risksAfter analysing this matrix, the following conclusions have been reached:
6.3 Ethics and Regulatory ComplianceEthics and integrity are fundamental pillars of the Gestamp business model. The Group and its employees' decisions and actions contribute to building and maintaining its reputation and impact the confidence that stakeholders have in the Group. For this reason, Gestamp has a commitment to integrity and transparency in the development of its business. In line with this commitment, Gestamp has a Compliance department that operates through different bodies: the Ethics Committee, the Compliance Office and the Regulatory Compliance Unit. The Compliance function supports the Board of Directors and, in particular, the Audit Committee in its role of supervising the Code of Conduct, the Whistleblowing Hotline and the Group's internal control programmes. While the Ethics Committee, with the support of the Compliance Office, acts within the scope of the Code of Ethics and the Whistleblowing Hotline, the Regulatory Compliance Unit is limited to developing and monitoring the compliance programmes implemented in the Group. Code of ConductGestamp has had a Code of Conduct since 2011. This document is the common reference framework for the ethical and respectful behaviour of the members of the governing bodies and employees contractually linked with the Group companies or with any of the subsidiaries in which the parent company holds, directly or indirectly, the status of majority partner. It contains the Rules of Conduct based on the Corporate Principles and on the Ten Principles of the UN Global Compact relating to human rights, labour standards, environmental standards and the fight against corruption. On 7 May 2018, the Board of Directors of Gestamp Automoción, S.A. approved the current version of the Code of Conduct in order to adapt and update its content to meet the requirements arising from the new listed company status of the Group's parent company. The Code of Conduct is available on the Group's website, where it can be downloaded by users in any of the 18 languages spoken in the Group. TrainingAll Group employees and members of the governing bodies must have completed the introduction course on the Code of Conduct at least once. It also forms part of the induction plan for new employees, where they are given the document and asked to adhere to it. The Code of Conduct training can be carried out in the following ways:
External auditsSince 2014, Gestamp has had a rotation plan for audits conducted by an independent firm to verify the degree of implementation and employee awareness of the Code of Conduct. Over these years audits were conducted at all the work sites in Germany, Argentina, Brazil, China, the US, France, India, Mexico, Portugal, the UK and Russia. On the basis of external audits, specific areas for improvement are identified, measures and action plans are implemented to address these areas and to improve the implementation and awareness of the Code of Conduct and the communication channels. Due to safety restrictions during the COVID-19 pandemic, no audits were conducted for the years 2020 and 2021. In 2022, audits have been resumed once again, and in order to secure a wider scope to assess the level of awareness of the Code of Conduct, an initiative has been launched covering 100% of the Group. This initiative involves reminding employees of the Code of Conduct and providing them with a survey featuring the same questions asked in previous years by the external company. The results will come in by early 2023. These results will serve as the basis for an action plan to be drawn up for the coming year. Taking the Code of Conduct as a reference, over the years special internal regulations have been developed to ensure better compliance with the Code and other regulations that apply to it, such as the Regulation on Accepting and Offering Gifts and Tokens of Appreciation. Bodies involved in the Code of Conduct and ComplianceGestamp has the following bodies that, among other functions, ensure compliance with internal regulations and legislation applicable to the Group, and are involved in the monitoring and control of the Code of Conduct and the Criminal Risk Prevention Model: • Board of DirectorsThe Board of Directors, as the highest supervisory, management and control body of the Company, has, among others, the duty of approving the Code of Conduct and other general policies related to it, as well as the Compliance Model (including the Criminal Risk Prevention Model). It also supervises the correct functioning of the Compliance Model with due diligence and efficiency. • Senior ManagementGestamp's Management, as the first line of defence, must at all times take action to ensure that the areas under its responsibility act in accordance with the applicable legislation and internal regulations, taking responsibility for ensuring that these areas correctly implement the controls assigned to them, and for following up on the proposed corrective actions. • The Audit CommitteeThe Board of Directors has delegated the following duties related to ethics and integrity to the Audit Committee:
The Audit Committee has the continuous support of the Ethics Committee, the Compliance Office and the Regulatory Compliance Unit in order to carry out the tasks in relation to the aforementioned duties and, for these purposes, said units regularly report to the Committee within the scope of their competence. Ethics CommitteeThe Ethics Committee is a collegiate body with initiative and control powers. Its activity is supervised by the Audit Committee and mainly consists of:
• Compliance OfficeThe Compliance Office reports to the Ethics Committee. Its duties include receiving, directing, monitoring, reporting appropriately, documenting and investigating, where appropriate:
• The Regulatory Compliance UnitThe Regulatory Compliance Unit supports the Audit Committee in tasks relating to regulatory compliance and, in particular, its most important duties include: Duties related to criminal risk prevention:
Whistleblowing HotlineIn order to respond to communications regarding possible breaches of the Code of Conduct and other internal regulations or legislation applicable to the Group, as well as in relation to suggestions, queries or doubts, Gestamp has a whistleblowing hotline. The whistleblowing hotline has the following communication channels, whereby the confidentiality of the process and the rights of the people who communicate in good faith and of the people reported is guaranteed:
The reports are analysed and investigated as quickly as possible, applying the principles of confidentiality, non-retaliation and protection of personal data to all those involved in the investigation process, with a focus on the whistleblower and accused party. If an infringement is proven, the corresponding sanction shall be imposed by the competent internal bodies. The Group is committed to collaborating and cooperating with the authorities and judicial and administrative bodies in relation to the investigation of alleged criminal acts that may be committed within the Group. In 2022, 128 communications were received through the different channels. Except for 3 of the communications that fell outside the scope of the mailbox, the rest referred to alleged breaches of Gestamp's Code of Conduct. At 31 December 2022, the cases according to type were:
* Subject matter directly or indirectly
connected to the human rights of employees.
** No case has been related to financial matters
Taking into account the communication channels used:
As of 31 December, 88% of the complaints received had been closed. As a result of the investigations carried out, appropriate measures have been taken in cases that have been deemed necessary, including:
Group Policies and other regulationThe company's Sustainable Management Model is based on the main Group Policies, which are posted on the Gestamp website in several languages and, in some cases, communicated to all employees in their local language.
Human RightsGestamp is aware of the business community's responsibility in terms of human rights, not only through its direct activity but also through all its business relationships. Therefore, during 2022, the company worked on developing the measures to be implemented throughout 2023 to reinforce and further develop the due diligence processes that the company has been applying thus far. Human Rights PolicyIn 2022, Gestamp updated its Human Rights Policy, which sets out the scope of the company's responsibility in this area and the due diligence strategy, ensuring alignment with the forthcoming European Union Directive. The Company Human Rights Policy has been approved by the Board of Directors and applies to all Gestamp Group employees, as well as subcontractors, suppliers, partners, customers and collaborators, in compliance with the United Nations Guiding Principles on Business and Human Rights. The Policy sets out the following minimum human rights principles for the company in its relations with stakeholders: In line with the Code of Conduct, Gestamp's Human Rights Policy establishes its own due diligence process to identify any real, potential risks of human rights violations that may arise in the course of Gestamp's normal activities. Due DiligenceThe company has a due diligence process for human rights that enables it to:
Gestamp considers the risk of human rights violations to be rooted in several factors, such as the kind of business activity carried out, the country where it is carried out, and prevention measures put in place by the company to minimise the likelihood of violations occurring as well as any consequences should they occur. For this reason, in 2022, an internal questionnaire based on the guidelines of the Danish Institute for Human Rights was created, with the aim of identifying and assessing the main human rights issues:
It will also identify the control measures put in place by the company at each work site. This information will be used to establish the most appropriate measures for prevention, mitigation or remediation. The results of this questionnaire will come in over the course of 2023. Gestamp has an internal whistleblowing hotline for employees that deals with human rights issues. (See the Code of Conduct section for complaints lodged in 2022). Gestamp's plants based in the United Kingdom have a special internal policy, the Slavery and Human Trafficking Statement, to comply with existing UK regulations predominantly concerning criminal matters (Modern Slavery Act) and sets out preventive and punitive measures to combat modern forms of slavery, forced labour, including of minors and vulnerable people, human trafficking, and sexual or other types of exploitation. Human rights and supply chainGiven the complexity and globalisation of the industry's supply chain, many of the potential risks related to this matter have been identified as stemming from relations with suppliers, subcontractors and collaborators. Therefore, special controls for human rights have been incorporated into the Group's supplier management platform: ESG risk prediction tool, selfcompleted questionnaire for suppliers and templates for identifying conflict minerals. (For more information, see the chapter on Responsible Supply Chain Management). Criminal Risk PreventionGestamp's Criminal Risk Prevention Model aims to analyse and assess the risks arising from the potential perpetration of offences within the Group, as well as to identify the controls, already implemented or to be implemented, that are necessary to prevent, detect or mitigate criminal risks. This Model (including the Criminal Risk Map and Criminal Risk Prevention Manual) is regularly revised and updated. During the 2022 financial year, work continued on updating and improving the Criminal Risk Prevention Model, including improvements to processes of evaluation on the design and effectiveness of controls, as well as corrective measures for any shortfalls detected. Likewise, a new method of evaluation has been adopted for the risks laid out in the Model, making the process of evaluation more efficient, and thereby optimising the distribution of resources used for mitigating them. In terms of promoting a culture of compliance within Gestamp, the training provided on criminal risk prevention has been adapted to the risk profile for the professional activity of each employee. Finally, in order to achieve better coordination and supervision of the control framework established on an international level, work has begun on revising the risks and controls set locally, with corrective action proposed where necessary. Corruption, fraud and bribery preventionCorruption, fraud and bribery are prevalent in today's society. These illegal activities stunt economic and social development, weaken the Rule of Law and, from a business perspective, are detrimental to the market and corporate reputation. Corruption, fraud and bribery form part of the catalogue of risks found in the Group's Criminal Risk Prevention Model and, therefore, controls designed to prevent them from materialising have been introduced. Although the training given on criminal risk prevention has been adapted to the risk profile for the professional activity of each employee, all participants took the module on the prevention of corruption and bribery. On 17 December 2018, the Gestamp Board of Directors approved the Anti-Corruption and Fraud Policy, which develops more specifically the internal regulations regarding corruption, fraud and bribery already established in the Code of Conduct. The Policy is applicable to directors, managers and employees who are contractually bound to the Group's companies, as well as any third parties that liaise with the Group. The aim of this Policy is to send a strong and clear message of opposition to all forms of corruption, fraud and bribery and to explicitly state the commitment to avoiding said conduct within the organisation. To this end, it establishes certain guidelines for action and the rules applicable to the performance of any business-related activity conducted within the Group in relation to
The Group does not engage in any political activity, nor does it show support for or make financial contributions or donations of any kind to political parties or their members. The Group is also aligned with the main international references on corporate responsibility and anti-corruption, including the tenth principal of the UN Global Compact, the recommendations of the Organisation for Economic Co-operation and Development (OECD), the US Foreign Corrupt Practices Act and the UK Bribery Act, among others. Prevention of money laundering and the financing of terrorismIn accordance with the legislation applicable in the jurisdictions where Gestamp carries out its usual activities, the Group is not obliged to comply with money laundering and terrorist financing legislation. However, the Criminal Risk Prevention Model includes money laundering and the financing of terrorism in its catalogue of risks and, therefore, specific measures are maintained to prevent this risk from materialising. Compliance in terms of CompetitionThe Code of Conduct establishes measures aimed at avoiding any conduct that could illegally restrict free competition in the markets in which Gestamp operates. It does so by forbidding engagement in secret agreements on prices or terms of sale with competitors, secret agreements on waiving competition, the submission of sham bids, client sharing and other market segmentation standards. Furthermore, the Crime Prevention Model stipulates the analysis, identification and regular assessment of risks linked to the perpetration of offences related to conduct that restricts free competition, and also defines effective controls for preventing and minimising the possibility of such offences being committed. Gestamp has not been involved in any legal proceedings in the last 5 years nor have any fines been imposed for anti-competitive practices. Conflicts of InterestTo avoid potential conflicts of interest, beyond the Code of Conduct applicable to each employee and persons connected to him/her, Article 22 of the Board Regulations stipulates that directors are required to inform the Board of Directors of any circumstances that may lead to a direct or indirect conflict of interest as soon as they become aware of such circumstance. In any event, each member of the Board of Directors must abstain from attending and participating in deliberations and votes (including by means of proxy vote) concerning matters in which they or a related party, as defined in the applicable law, have a direct or indirect conflict of interest. Additionally, directors should abstain from engaging in commercial or professional transactions that may lead to a conflict of interest, without having first informed and received approval from the Board of Directors, which shall request a report from the Audit Committee. Internal Code of Conduct concerning Securities MarketsThe Internal Code of Conduct concerning Securities Markets determines the standards of conduct and performance to be followed by those to whom they are addressed, including, but not limited to, the members of the Board of Directors, senior management, employees or external advisors who have access to insider information belonging to Gestamp, as well as those involved in handling, using and disseminating insider information, all for the purpose of fostering transparency, protecting the interests of investors with regard to Gestamp securities and avoiding any situation that potentially qualifies as market abuse. Intellectual and Industrial PropertyThe company considers intellectual and industrial property rights, and the implementation of the related trade secrets and know-how, to be integral to the competitive advantage of our business. Therefore, Gestamp focuses its efforts and invests resources in submitting, registering, maintaining, monitoring and defending the intellectual and industrial property rights. These intellectual and industrial property rights cover both the technologies, processes and products encompassed in Gestamp's core business, as well as those technologies aimed at optimising and increasing the flexibility and efficiency of processes and the quality of the products in the area of Industry 4.0. Many of the technologies and processes that the company use stem from the knowledge, experience and skills of the scientific and technical personnel. In some cases, these technologies and processes are patented and protected through intellectual and industrial property rights, while others are protected through trade secrets. To protect the trade secrets, know-how, technologies and processes, confidentiality agreements are fromalised with employees, clients, suppliers, competitors, contractors, consultants, advisors and collaborators that prevent confidential information from being disclosed to third parties. Gestamp protects its pre-existing intellectual and industrial property rights and does not transfer them to any collaboration partners, clients, suppliers, competitors or third parties. Where development agreements are formalised, the Gruoup assert ownership over intellectual and industrial property rights that may arise in relation to those agreements and which are connected to or based on company know-how, trade secrets, technology and processes. As of 31 December 2022, Gestamp has more than 1,300 patents, utility models and corresponding applications. Fight against counterfeit partsThe use of genuine or authentic parts is a prerequisite for the proper operation and maintenance of vehicles over their lifetime. Beyond the legal obligations not to use counterfeit parts, Gestamp is aware of how a counterfeit component could compromise the integrity of a vehicle in terms of safety and performance. Gestamp has identified two stages in its production process with potential risks of infiltrating counterfeit parts into the value chain. Although the probability of occurrence is very low, the company establishes measures to reduce it to a minimum:
Gestamp has developed and maintains quality management systems that have the international certifications required by the customers, mainly the IATF 16949, in all production plants. These Management Systems help the company to continuously improve, focusing on the customer and promoting prevention over detection, with the resulting reduction in defects and waste in the supply chain, in a safe and sustainable manner. The aim is to align all production activities with the customer's quality requirements and international standards to maximize the quality and efficiency of said processes and to ensure the compliance with the customer's specifications in all processes up until the final delivery of the product. Personal Data ProtectionGestamp is committed to the protection of personal data. Therefore, the Group is constantly adapting and boosting the resources to comply with the personal data protection legislation in force in the regions where Gestamp operates and/or carries out personal data processing activities. In this regard, Gestamp has a Data Protection Policy aligned with the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR), which sets out guarantees and principles, as well as the main obligations and rights in terms of personal data protection at Gestamp Group companies. This Data Protection Policy is the core of Gestamp Group's commitment to the protection of the fundamental rights and freedoms of natural persons and, in particular, their right to personal data protection. Gestamp continually strives to implement any and all mechanisms that are required in order to ensure that personal data remain secure and to prevent tampering, loss, or unauthorised processing or access, even in regions that are beyond the scope of application of this GDPR, by adapting the Data Protection Policy to local laws. As such, Gestamp Group standards are applied across all regions in which Gestamp operates, are present and/or conduct personal data processing activities. Since these standards are based on the GDPR, in several regions they are stricter than national regulations. Moreover, the Group has conducted a risk assessment of the corporate applications that process personal data, to evaluate the security measures implemented, and it has developed a procedure for the execution of privacy impact assessments (PIA) that determines the level of risk entailed whenever data are processed with a view to establishing the most appropriate control measures to limit this risk. Furthermore, the training of employees is crucial to the success of any new project. Therefore, to ensure compliance with and implementation of the GDPR, the Group has offered face-to-face training sessions for certain corporate services employees who regularly work with personal data, thus providing them with theoretical and practical information about how to apply the GDPR. In addition, there is an online data protection training course available to employees free of charge and accessible at any time. CybersecurityGestamp's cybersecurity governance programme is built on the need to protect company data and safeguard the supply chain and business continuity processes. Strategy and action planAs cybersecurity represents a major challenge for Gestamp at present, a Strategic Plan has been designed around risk management based on international standards and better practices, which includes projects and initiatives to facilitate adjusting to new needs. Gestamp maintains its competitiveness objective by having a well-defined and informed strategy, with clear objectives that enhance surveillance, protection and resilience processes. It has 24/7 incident response plan and monitoring services, with qualified staff overseeing the execution of the tasks and various initiatives, who are supported by specialist technical teams, tools and processes for both physical and logical security implemented in all its plants worldwide. Management modelThe policies and strategy for cybersecurity at the company are set out by the IT department in cooperation with the company's business units, aligning the programme with business objectives. Gestamp boasts:
CertificatesAt Gestamp, the operational model and business continuity processes have been IATF certified, while the plants hold TISAX / VDA ISA certificates that ensure compliance with the best cybersecurity practices. Similarly, the partnerships with critical suppliers require specific certifications such as ISO 27001 to support Gestamp in its cybersecurity needs. Actions in 2022The new demands of the connected industry and digitalisation triggered several initiatives in 2022. The most noteworthy initiatives include:
ANNEXES1. Tables and additional informationBelow are some of the data tables from the chapter entitled Our Professionals (I) Distribution of employees by type of contract and country
The table includes the average workforce of the entire group, 100% of the companies considered. The information presented refers to 2021 and 2022. The interannual variations in workforce data are presented mainly due to the semiconductor crisis, where it was affected by measures temporary suspension of employment. In this sense, hiring this year has increased significantly compared to 2021. (II) Average headcount by type of contract and type of labour *
The information presented refers to 2021 and 2022. FT: Full-time PT: Part-time working time Due to the fact that the entity's data collection systems are being updated, the professional categories in this table are given by workforce typology and not by professional category. The year-on-year variations in headcount data are mainly due to the semiconductor crisis, where the company was affected by temporary lay-offs. In this regard, hiring this year has increased significantly compared to 2021. (III) Average headcount by type of contract, age and gender *
The information presented relates to 2021 and 2022 FT: Full-time hours PT: Part-time hours (IV) Turnover rate (total and voluntary) and number of redundancies by gender, age and region *Voluntary turnover rate (VTR) and number of voluntary redundancies:
100% Scope of the consolidation perimeter. Voluntary turnover rate for employees with indefinite-term contracts. Total turnover rate and number of redundancies:
100% Scope of the consolidation perimeter. The total turnover rate is calculated as the percentage of redundancies for the average workforce of each company. This has been calculated for permanent personnel.
The tables include information data of the companies that are covered by the corporate IT system, which comprises all the regions with the most significant countries where Gestamp has total management control, the scope is 87% of companies. The total turnover rate is calculated as the percentage of redundancies for the average workforce of each company. This has been calculated for permanent personnel. (V) Registrations by gender, age and country *
The year-on-year variations in workforce data are mainly due to the semiconductor crisis, where it was affected by temporary lay-offs. In this regard, hiring this year has increased significantly compared to 2021. (VI) Layoffs by gender, age and professional classification *
Due to the fact that the company's information collection systems are being updated, the professional categories in this table are given by type of workforce and not by professional category. The year-on-year variations in headcount data are mainly due to the semiconductor crisis, where the company was affected by temporary lay-offs. As the workforce increased this year, the rest of the indicators have also been affected, growing proportionally, such as the number of dismissals. (VII) Total Hours worked and Absenteeism Hours by Country
100% Scope of the consolidation perimeter. The total Absenteeism Hours does not include leave (permitted and excused absences), strikes or trade union hours. The absenteeism rate is a ratio of the total absenteeism hours of the group to the total planned working hours. (VIII) Personnel profile (2021)
100% Scope of the consolidation perimeter. Workforce at 31 December each year shown in the above chart. 2. Methodology used in drawing up the Annual ReportScope and coverageThis Annual Report refers to Gestamp's performance regarding sustainability for the period from 1 January to 31 December 2022. The content has been prepared in order to constitute the 2022 Non-Financial Information Statement and applies to all of the Group's activities in the regions in which it carries out its activity. Furthermore, it includes the description of the contribution of Gestamp to achieving the Sustainable Development Goals (SDGs) and the yearly progress of the company in implementing the Ten Principles of the United Nations Global Compact in the areas of human rights, labour, environment and anti-corruption. For the preparation of this report, the company has different corporate systems for collecting information, and a specific platform for reporting non-financial information that allows it to automatically collect the information necessary to comply with the requirements of Law 11/2018 and the international GRI standard. These systems, in addition to exercising the functions of internal control of the information, favour the verification of the data, allow for the correction of possible errors, facilitate the ordering and consolidation of the information and allow for the storage of historical data. In the event of limitations regarding scope, coverage, consolidation perimeter changes or other information restrictions, the appropriate specifications have been either made throughout the chapters or in the indicator tables contained in the Appendices section. An explanation of the perimeter considered for each analysis area is included below:
Furthermore, Gestamp uses other reports to provide more specific information on particular matters:
All of the foregoing was published by the Spanish National Securities Market Commission (CNMV) on 27 February 2022. In 2022 Gestamp acquired 33.3% of Gescrap, a company specialised in high quality waste management of steel. Given that the purchase took effect on 1 December of the reporting period, the company considers that this is not representative or material to consolidate the nonfinancial information in this report. The difference in headcount compared to the consolidated financial statements is due to this acquisition and amounts to 1.5% of the total consolidated financial statements. International standardThe process of preparing this Annual Report has taken as a reference the Global Reporting Initiative (GRI) international standard for those requirements considered relevant to the business, as well as information in accordance with the SASB (Sustainability Accounting Standards Board) reporting standards relating to the sector: Transportation - Auto Parts industry. Independent reviewIn order to strengthen the veracity and precision of the information set out in the report, regarding compliance with Law 11/2018 on non-financial information and diversity, this information was independently reviewed by Ernst & Young according to:
Furthermore, the Annual Financial Statements of Gestamp S.A. and subsidiary companies are audited each year by external independent companies pursuant to current legislation. 3. Double MaterialityIn 2021, Gestamp updated the materiality analysis with the advice of an external consultant, applying the GRI 101 Standard and the premises of the European Non-Financial Reporting Directive. The study, valid for two years and carried out under the perspective of double materiality, took into account not only the performance and development of the company's business is impacted by different externalities but also how Gestamp's operations impact on its stakeholders. Phases in the preparation of the study: 1. Identification of issues- various sources of information were considered, both as a reference in terms of sustainability and linked to Gestamp's activity: international prescribers and reporting frameworks, analysts and rating agencies, legal requirements, reference reports for the sector, as well as studies of other competing companies and Gestamp peers 2. External and internal evaluation - external consultations and meetings with key stakeholders including customers, suppliers and members of the financial community among others, as well as internal interviews with members of senior management and meetings with the Risk Committee. 3. Prioritization and elaboration of the matrix - selection of the most relevant issues resulting from the internal and external evaluation and graphic representation of the mimes in the form of a matrix. During 2022, Gestamp has carried out a diagnosis to identify the priority areas and relevant issues that will confirm its ESG Strategic Plan for the next 3 years. To carry out this diagnosis, the double materiality matrix has been used as one of the main sources of information. In 2023, Gestamp plans to update this matrix to include the financial materiality approach. 4. Table of contentsThe index of contents required by Law 11/2018 on non-financial information and diversity and its correspondence with the selected GRI Standard Indicators are included in the following sections, as detailed below:
5. GRI Standards Indicators
6. SASB indicatorsThe Sustainability Accounting Standards Board (SASB) indicators for the sector are presented below: Transportation - Auto Parts industry.
7. UN Global CompactIn 2008 we endorsed the Principles of the Global Compact, and in 2011 we became a partner. Our commitment to these principles related to human rights, labour rights, environment and anticorruption is reflected each year in the Sustainability Report and in the progress report published annually, which is available on the Global Compact website: www.pactomundial.org and at https://www.unglobalcompact.org/what-is-gc/participants/4608
8. Companies of the Group1 As of 31 December 2021, the Group comprised the following subsidiaries throughout the world whose holding company is Gestamp Automoción S.A AfricaGescrap Morocco, S.R.L. Tuyauto Gestamp Morocco, S.A. North AmericaAutotech Engineering R&D USA, Inc. Edscha Automotive Michigan, Inc Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. Edscha Automotive SLP, S.A.P.I. de C.V. Edscha North America Technologies, Llc. Ges Recycling Alabama, LLC Ges Recycling Michigan, LLC Ges Recycling South Carolina, LLC Ges Recycling Tennessee, LLC Ges Recycling USA, LLC Ges Recycling West Virginia, LLC Ges Trading Nar S.A. de C.V. Gescrap Autometal Mexico, S.A. de C.V. Gestamp Aguascalientes, S.A.de C.V. Gestamp Alabama, LLc. Gestamp Cartera de México, S.A. de C.V. Gestamp Chattanooga II, Llc Gestamp Chattanooga, Llc Gestamp Mason, LLc. Gestamp Mexicana de Serv. Laborales, S.A. de C.V. Gestamp Mexicana Serv. Lab. II, S.A. de CV Gestamp North America, INC Gestamp Puebla II, S.A. de C.V. Gestamp Puebla, S.A. de C.V. Gestamp San Luis Potosí Servicios Laborales S.A.P.I. de C.V. Gestamp San Luis Potosí, S.A.P.I. de C.V. Gestamp Servicios Laborales de Toluca SA de CV Gestamp South Carolina, Llc Gestamp Toluca SA de CV Gestamp Washtenaw, LLc. Gestamp West Virginia, Llc. GGM Puebla Servicios Laborales, S.A. de C.V. GGM Puebla, S.A. de C.V. Mexicana Servicios Laborales, S.A.de C.V. Soluciones de Gestión de Residuos Mexicana, S.A. de C.V. South AmericaEdscha do Brasil Ltda. Gescrap - Autometal Comercio de Sucatas, S/A Gestamp Argentina, S.A. Gestamp Baires, S.A. Gestamp Brasil Industria de Autopeças, S.A. Gestamp Córdoba, S.A. Gestamp Sorocaba Industria Autopeças Ltda. AsiaAnhui Edscha Automotive Parts Co Ltd. Autotech Engineering (Shangai) Co. Ltd. Beyçelik Gestamp Otomotive Sanayi, A.S. Beyçelik Gestamp Sasi Otomotive Sanayi, A.S. Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S. Çelik Form Gestamp Otomotive, A.S. Changchun Xuyang Gestamp Auto Components Co. Ltd. Edscha Aapico Automotive Co. Ltd Edscha Automotive Components (Chongqing) Co. Ltd. Edscha Automotive Components (Kunshan) Co., Ltd. Edscha Automotive Components (Shanghai) Co., Ltd Edscha Automotive Technology (Shangai) Co., Ltd. Edscha Japan Co., Ltd. Edscha Pha Automotive Components (Kunshan) Co., Ltd. Edscha Pha, Ltd. Edscha Togliatti, Llc. Gescrap India Private Limited Gescrap Rus, LLC Gestamp (China) Holding, Co. Ltd Gestamp Auto Components (Beijing) Co., Ltd. Gestamp Auto components (Chongqing) Co., Ltd. Gestamp Auto Components (Dongguan), Co. Ltd. Gestamp Auto Components (Kunshan) Co., Ltd Gestamp Auto Components (Shenyang), Co. Ltd. Gestamp Auto Components (Tianjin) Co., LTD. Gestamp Auto Components Sales (Tianjin) Co., LTD. Gestamp Auto Components Wuhan, co. Ltd. Gestamp Automotive Chennai Private Ltd. Gestamp Automotive India Private Ltd. Gestamp Autotech Japan K.K. Gestamp Hot Stamping Japan Co. Ltd. Gestamp Kartek Corp. Gestamp Metal Forming (Wuhan), Ltd Gestamp New Energy Vehicle Components (Beijing) Co., LTD. Gestamp Pune Automotive, Private Ltd. Gestamp Services India Private, Ltd. Gestamp Severstal Kaluga, LLc Gestamp Severstal Vsevolozhsk Llc Gestamp Togliatti, Llc. Gestool Tooling Manufacturing (Kunshan), Co., Ltd Indutrial Steel Recycling, L.L.C. Jui Li Edscha Body Systems Co., Ltd. Jui Li Edscha Hainan Industry Enterprise Co., Ltd. Jui Li Edscha Holding Co., Ltd. Shanghai Edscha Machinery Co., Ltd. EuropeAdral, matriceria y pta. a punto, S.L. Almussafes Mantenimiento de Troqueles, S.L. Automated Joining Solutions, S.L. Automotive Chassis Products Plc. Autotech Engineering Deutschland GmbH Autotech Engineering France S.A.S. Autotech Engineering R&D Uk limited Autotech Engineering S.L. Autotech Engineering Spain, S.L. Beta Steel, S.L. Car Recycling, S.L. Diede Die Developments, S.L. DJC Recyclage Edscha Automotive Hauzenberg GmbH Edscha Automotive Hengersberg GmbH Edscha Automotive Kamenice S.R.O. Edscha Briey S.A.S. Edscha Burgos, S.A. Edscha Engineering France S.A.S. Edscha Engineering GmbH Edscha Hauzenberg Real Estate GmbH & Co. KG Edscha Hengersberg Real Estate GmbH & Co. KG Edscha Holding GmbH Edscha Hradec S.R.O. Edscha Kunststofftechnik GmbH Edscha Mechatronics Solutions, GmbH Edscha Santander, S.A. Edscha Velky Meder S.R.O. Etem Gestamp Aluminium Extrusions, S.A. Flycorp, S.L. Ges Recycling Limited Ges Recycling Polska Sp. Z.o.o Gescrap Aragón, S.L. Gescrap Catalunya, S.L. Gescrap Centro, S.L. Gescrap Czech, s.r.o. Gescrap Desarrollo, S.L. Gescrap France, S.A.R.L. Gescrap GmbH Gescrap Hungary, KFT Gescrap LT, UAB Gescrap Navarra, S.L. Gescrap Noroeste, S.L. Gescrap Polska Sp. Z.o.o. Gescrap Romania, S.R.L. Gescrap S.L. Gescrap Servicios Portuarios, S.L. Gescrap Slovakia, s.r.o. Gescrap Trading, S.L. Gestamp 2008, S.L. Gestamp 2017, S.L.U. Gestamp Abrera, S.A. Gestamp Aragón, S.A. Gestamp Automoción, S.A. Gestamp Automotive Vitoria, S.L. Gestamp Aveiro - Indústria de acessórios de Automóveis, S.A. Gestamp Beycelik Romania, S.R.L. Gestamp Bizkaia, S.A. Gestamp Cerveira, Lda. Gestamp Esmar, S.A. Gestamp Etem Automotive Bulgaria, S.A. Gestamp Finance Slovakia S.R.O. Gestamp Funding Luxembourg, S.A. Gestamp Global Tooling, S.L. Gestamp HardTech, AB Gestamp Holding Argentina, S.L. Gestamp Holding China, AB Gestamp Holding México, S.L. Gestamp Holding Rusia, S.L. Gestamp Hungaria KFT Gestamp Ingeniería Europa Sur, S.L. Gestamp Levante, S.A. Gestamp Linares, S.A. Gestamp Louny, S.R.O. Gestamp Manufacturing Autochasis, S.L. Gestamp Metalbages, S.A. Gestamp Navarra, S.A. Gestamp Nitra, S.R.O. Gestamp North Europe Services, S.L. Gestamp Noury, S.A.S Gestamp Palau, S.A. Gestamp Palencia, S.A. Gestamp Polska, SP. Z.O.O. Gestamp Prisma, S.A.S Gestamp Proyectos Automoción 1, S.L. Gestamp Proyectos Automoción 3, S.L. Gestamp Ronchamp, S.A.S Gestamp Servicios, S.A. Gestamp Solblank Barcelona, S.A. Gestamp Solblank Navarra, S.L.U. Gestamp Sweden, AB Gestamp Tallent , Ltd Gestamp Tech, S.L. Gestamp Technlogy Institute, S.L. Gestamp Toledo, S.A. Gestamp Tool Hardening, S.L. Gestamp Tooling Engineering Deutschland, GmbH Gestamp Tooling Erandio, S.L. Gestamp Tooling Services, AIE Gestamp Try Out Services, S.L. Gestamp Umformtechnik GmbH Gestamp Vendas Novas Lda. Gestamp Vigo, S.A. Gestamp Wroclaw Sp.z,o.o. Gestión Global de Matricería, S.L. Global Laser Araba, S.L. GMF Holding GmbH Gstamp Wolfsburg, GmbH Industrias Tamer, S.A. Ingeniería Global Metalbages, S.A. Ingeniería y Construcción de Matrices, S.A.U IxCxT, S.A.U Loire Sociedad Anónima Franco Española Lusoscrap, Lda Mursolar 21, S.L. Recuperaciones Férricas Asturianas, S.L. Recuperaciones Férricas Integrales, S.A. Recuperaciones Medioambientales Industriales, S.L. Refeinsa Centro, S.L. Refeinsa Navarra, S.L. Reimasa Recycling, S.L. Reparaciones Industriales Zaldibar, S.L. Samper-Refeinsa Galicia, S.L. SCI de Tournan SUR Sideacero, S.L. Smart Industry Consulting and Technologies, S.L.U Sofedit, S.A.S Subgrupo Griwe Todlem, S.L. Transportes Basegar, S.A. CORPORATE HEADQUARTERSGESTAMP AUTOMOCIÓNPolígono industrial de Lebario 48220 Abadiño - Vizcaya (España) GESTAMP GROUPCalle Alfonso XII, 16 28014 Madrid (España) 9. Opex Table: proportion of opex from products or services associated with economic activities that conform to the taxonomy-disclosure corresponding to the year 2022
10. Report on Independent ReviewGestamp Automoción S.A. C/ Alfonso XII, 16 28014 Madrid, Spain www.gestamp.com If you need any clarifications, or have questions or suggestions related to the report: GestampESG@gestamp.com Independent Limited Assurance Report of the Consolidated Non Financial Information Statement for the year ended December 31, 2022INDEPENDENT LIMITED ASSURANCE REPORT OF THE CONSOLIDATED NON-FINANCIAL INFORMATION STATEMENTTranslation of a report originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevailsTo the Shareholders of GESTAMP AUTOMOCIÓN, S.A.: Pursuant to article 49 of the Code of Commerce we have performed a verification, with a limited assurance scope, of the accompanying consolidated Non-Financial Information Statement (hereinafter NFS) corresponding to the annual year ended 31 December 2022, of GESTAMP AUTOMOCIÓN, S.A. and subsidiaries (hereinafter, the Group) which is part of the Group's 2022 consolidated Management Report. The content of the NFS includes additional information to that required by prevailing mercantile regulations in relation to non-financial information statement that has not been subject to our verification. In this regard, our review has been exclusively limited to the verification of the information shown in the table "Index of Contents" included in the accompanying NFS. Responsability of the Board of DirectorsThe formulation of the NFS included in the Consolidated Management Report of the Group, as well as the content thereof, is the responsibility of the Board of Directors of GESTAMP AUTOMOCIÓN, S.A. The NFS has been prepared in accordance with the content required by prevailing company law and using as reference the Sustainability Reporting Standards of Global Reporting Initiative (GRI standards), as well as those other criteria described according to what is mentioned for each subject in the table "Index of Contents", of the NFS. This responsibility also includes the design, implementation and maintenance of internal control deemed necessary to enable the NFS to be free from material misstatement, whether due to fraud or error. They are further responsible for defining, implementing, adapting and maintaining the management systems from which the information necessary for the preparation of the NFS is obtained. Our Independence and quality controlWe have complied with the independence and other ethics requirements of the Code of Ethics for Accounting Professionals issued by the International Ethics Standards Council for Accounting Professionals (IESBA) which is based on the fundamental principles of integrity, objectivity, professional competence and diligence, confidentiality and professional behavior. Our firm applies International Quality Control Standard 1 (NICC 1) and maintains, accordingly, a global quality control system that includes documented policies and procedures relating to compliance with ethical requirements, professional standards and applicable legal and regulatory provisions. The work team has been formed by professionals who are experts in reviews of Non-Financial Information and, specifically, in economic, social and environmental performance information. Our responsabilityOur responsibility is to express our conclusions in an independent limited verification report based on the work performed. Our review has been performed in accordance with the requirements established in the prevailing International Standard on Assurance Engagements 3000 "Assurance Engagements Other than Audits or Reviews of Historical Financial Information" (ISAE 3000 Revised) issued by the International Auditing and Assurance Standards Board (IAASB) of the International Federation of Accountants (IFAC) and the guidelines for verifying the Non-Financial Statement, issued by the Spanish Official Register of Auditors of Accounts (ICJCE). The procedures carried out in a limited assurance engagement vary in nature and timing and are smaller in scope than reasonable assurance engagements and, therefore, the level of assurance provided is likewise lower. Our work consisted in requesting information from Management and the various Group's units participating in the preparation of the NFS, reviewing the process for gathering and validating the information included in the NFS, and applying certain analytical procedures and sampling review tests as described below:
Emphasis paragraphRegulation (EU) 2020/852 of the European Parliament and the Council, June 18 2020, on the establishment of a framework to facilitate sustainable investments settles the obligation to disclose information on how and to what extent the company's activities are associated with economic activities that are considered aligned in relation to climate change mitigation and adaptation objectives for the first time for the financial year 2022, additionally to the information related to eligible activities required in financial year 2021. Consequently, comparative information about alignment has not been included in the accompanying Consolidated Management Report. Additionally, information has been incorporated for which the Board of Directors of GESTAMP AUTOMOCIÓN, S.A. have chosen to apply the criteria which, in their opinion, best enable compliance with the new obligation and which are defined in the section "EU Taxonomy" of the attached EINF. Our conclusion has not been changed in relation to this issue. ConclusionBased on the limited assurance procedures conducted and the evidence obtained, no matter has come to our attention that would cause us to believe that the Group's NFS for the year ended December 31, 2022 has not been prepared, in all material respects, in accordance with the contents required by the prevailing company law and the selected GRI standards' criteria, as well as other criteria, described as explained for each subject matter in the table "Index of Contents and GRI Standards Indicators" of the NFS. Use and distributionThis report has been prepared in response to the requirement established by prevailing company law in Spain and may not be appropriate for other uses and jurisdictions.
February 27, 2023 ERNST & YOUNG, S.L. Signed in the original version in Spanish Elena Fernández García |
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