2 BRASIL KIRIN HEAD OFFICE, IN ITU, SÃO PAULO STATE. This is Brasil Kirin s first, and it follows the guidelines established by the GRI (Global Reporting Initiative) an international standard adopted by more than one thousand companies worldwide. All the information in this publication refers to the period of January 1 st to December 31 st. And by responding to 58 performance indicators, this achieves the application level B which requires a minimum of 20 indicators responses. [GRI 3.1] Through this publication, Brasil Kirin shares with its stakeholders all its initiatives in the economic, social and environmental front. This document also represents the beginning of a new cycle, which is the publication of s on an annual basis. [GRI 3.2, 3.3] About the If you have any doubts or recommendations, please get in touch via the [GRI 3.4] 1
3 About the Surprising the consumer Ensuring the ongoing success and growth of a company which has been in the market for more than 70 years, while at the same time review processes, procedures, goals and it s positioning to than relaunch it with a new corporate brand and a new vision. This was the complex challenge for. We faced many obstacles, but we were extremely proud to present Brasil Kirin brand to the Brazilian market in November. The new company combines the success history of the traditional Schincariol brand founded in the City of Itu, state of São Paulo, in 1939 with the innovation and strength of the Kirin Holdings Company, group of Japanese origin and tradition that acquired the former in The new brand launch was not the only reason to consider as a great year. The positive results proved that the restructuring of the operation and alignment with Kirin Group guidelines were carried out with maximum efficiency, involving a thorough remodeling of our corporate governance to capture market best practices. truly oriented to the consumer. This is to say that we understand the consumer and his preferences first; and only then we innovate in our products and processes. This will be an ongoing process geared to Brasil Kirin s medium and long-term strategic planning once it is oriented by our new Vision of being an innovative company that shares with its consumers moments of joy and pleasure. The year s target was to overcome the losses from the previous year. And this was accomplished successfully: revenues reached R$ billion, % higher than On top of that, our EBITDA (earnings before interest, taxes, depreciation and amortization) was R$ 601 million, two times bigger than the previous year. 2 These robust results were not only due to the major effort directed at reviewing processes, reducing costs and increasing efficiency, but also to what we consider one of the most important thrusts initiated by Brasil Kirin in : the transformation into a company GINO DI DOMENICO, COMPANY PRESIDENT
4 About the It is also worthy to note our portfolio restructuring. In, we carefully studied each product deciding to discontinue around 25% of the items not aligned with our strategy. On top of that, another important change was the decision to regionalize our portfolio, which we could highlight Schin No Grau, a new beer to sell exclusively in the North and Northeast of Brazil. The company s accomplishments in were not limited to the financial and business fronts. In, we increased the use of renewable fuels in our plants, which accounted for 34% of our entire energy matrix by the end of the year. We also achieved a recycling rate of 92% for the waste generated in the company production process. Together with industry associations, we also took an active part in discussions on the implantation of Brazil s national solid waste policy. We have maintained a robust partnership with the Fundação SOS Mata Atlântica for more than five years. During this period, we have planted some 2 million trees, with an annual production of 700,000 seedlings in Itu. The plan is to extend this project to other parts of the country in the coming years. In terms of people development, the highlight was employee trainings and qualifications, which totaled 491 thousand hours and consumed an investment of R$5.7 million. This means preparing 10,000 professionals to take advantage of growth opportunities available in our country. Even with robust numbers and consistent projects, we recognize that these measures were being implanted in a piecemeal fashion and that there is still much to be done with respect to our governance of. To drive consistent progress, in we initiated a program to systematize our projects. Our commitment for 2013 is to implant governance for in Brasil Kirin to enhance and consolidate our results and guarantee their relevance in the long term. An additional challenge in furthering the approach will be taking it beyond the boundaries of Brasil Kirin to guarantee the consistent engagement of our stakeholders. We are aware that we must find effective ways to influence our entire production chain, making a binding condition for doing business. [GRI 1.1, 1.2] Enjoy your read! 25% of the products not aligned with our strategy were DISCONTINUED. R$ 5.7 million invested in EMPLOYEE training. Executive president 3 Even with robust numbers and CONSISTENT projects, we recognize THAT measures were being implanted in a piecemeal fashion and THAT there is still much TO be done with respect TO our governance of.
5 Tradition and innovation BRASIL KIRIN SUSTAINABILITY REPORT
6 Now a subsidiary of one of the LARGEST beverage manufacturers worldwide, the COMPANY WAS founded in São PAULO state in OUR PRODUCTS ARE MANUFACTURED IN 13 PLANTS: About the Brasil Kirin is a subsidiary of the Kirin Holdings Company, one of the largest beverage companies in the world. Based in Japan, the Kirin Group operates in 15 countries, has global revenues of R$ 52 billion, 46 thousand employees and 270 companies worldwide. Acquired by the Kirin Group in 2011, Brasil Kirin existed for 73 years as Schincariol, founded in 1939 as a small soft drink manufacturer in Itu in the state of São Paulo, where the company s headquarters are still located. [GRI 2.1, 2.3, 2.4, 2.8] Amazonas 1. Manaus Pará 2. Benevides Maranhão 3. Caxias Ceará 4. Horizonte Pernambuco 5. Recife 6. Igarassu Bahia 7. Alagoinhas Goiás 8. Alexânia Rio de Janeiro 9. Cachoeiras de Macacu Our products are manufactured at 13 plants located in the following cities in 11 states: Manaus (AM), Benevides (PA), Caxias (MA), Horizonte (CE), Alagoinhas (BA), Recife and Igarassu (PE), Alexânia (GO), Blumenau (SC), Igrejinha (RS), Cachoeiras de Macacu (RJ), Campos do Jordão and Itu (SP). Brasil Kirin has 15 distribution centers and 194 resellers serving 600 thousand points of sale nationwide. Headcount at the end of stood at 10,929 employees. [GRI 2.5, 2.8] São Paulo 10. Campos do Jordão 11. Itu Santa Catarina 12. Blumenau Rio Grande do Sul 13. Igrejinha 13 12
7 The Brasil Kirin portfolio comprises alcoholic and non-alcoholic beverages, ranging from beer to soft drinks, juices and water. THE COMPANY S PORTFOLIO COMPRISES ALCOHOLIC AND NON-ALCOHOLIC BEVERAGES. About the Alcoholic portfolio (available in diverse sizes and both returnable and disposable packs): Nova Schin, Devassa, Baden Baden, Eisenbahn, Cintra and Glacial. Non-alcoholic portfolio (available in diverse sizes and pack types): Água Schin, Schin Soft Drinks, Itubaína, Fruthos (fruit nectar) and Skinka (mixed fruit beverages). [GRI 2.2, 2.8] The company also runs the Cervejaria Devassa franchise chain, with 28 units located in the South, Southeast and Central West regions at the end of. Sonar, Brasil Kirin s franchise operation, also offers investors the Mini Cervejaria and Ponto Devassa kiosk business models, which are formatted in accordance with the level of investment, location and space available. [GRI 2.2, 2.7] 6
8 A 73 year history About the 1939 Primo Schincariol opens a small soft drink factory in his backyard in Itu (SP) and initiates production of cocoa liqueur, cordials, low alcohol content wine with cinchona, anise (aniseed flavored liqueur) and the soft drink Itubaína, which still features in the company s portfolio Plant is transferred to current location, now the company s head office in Itu Start up of large-scale soft drink production Launch of company s first beer, Pilsen Schincariol Launch of Schin soft drinks in PET bottle Company expands production and inaugurates second plant in Alagoinhas, Bahia Inauguration of Cachoeiras de Macacu plant in Rio de Janeiro Launch of Nova Schin beer, the company s flagship product, substituting Pilsen Schincariol. Other launches in the year are Glacial beer, Schin Tônica and Schin Citrus soft drinks. Expansion continues with the opening of manufacturing units in Alexânia (Goiás) and Recife (Pernambuco) Launch of MiniSchin soft drink line and inauguration of plants in Igrejinha (Rio Grande do Sul) and Benevides (Pará) Construction of plant in Horizonte (Ceará) Launch of Fruthos nectar product line and acquisition of Devassa brand in Cachoeiras de Macacu (Rio de Janeiro), Baden Baden in Campos do Jordão (São Paulo), as well as Igarassu plant (Pernambuco) Acquisition of Eisenbahn, in Blumenau (Santa Catarina), expanding company s presence in the premium beer segment. Acquisition of Cintra brand beer Start up of production at Caxias plant in Maranhão. Launch of Skinka line of mixed fruit juices and Primus beer Launch of Devassa Bem Loura beer Schincariol is acquired by Kirin Company in November. Launch of new corporate brand, Brasil Kirin. The Schin No Grau and Devassa by Playboy beers are also launched during the year. 7
9 Building a new brand The guiding principles behind the creation of the Brasil Kirin brand on November 12th, were the fusion of two company traditions to demonstrate the potential for innovation and the transmission of essential values for doing business, such as respect, responsibility and commitment to sustainable growth. At 8 a.m. on November 12th,, all our employees stopped work for the official announcement of the creation of the Brasil Kirin brand. This was delivered simultaneously by the CEO at company headquarters in Itu and by leaders at 24 other locations (with the exception of the Cachoeiras de Macacu operation, which was being audited). Prior to the launch, a wide-ranging diagnosis of the business, its beliefs and its organizational culture was undertaken. Working groups were set up not only to determine the new name and brand, but also a new vision, mission and values for the company, as well as a new positioning for an operation intent on being more competitive, more innovative and more sustainable. The announcement, made first to employees and then to the market, marked the end of the first major stage of a transition which Brasil Kirin conducted with full transparency and respect for all those who contributed to the company s success. Employees assembled for LAUNCH of Brasil Kirin brand on November 12 th. About the Strength and respect are fundamental pillars of this proposal. Strength that may be measured by the diversity of the portfolio, the quality of the plants, the extensive distributor network and the thousands of employees. This is allied with respect for employees who work towards achieving outstanding results, for consumers and for resellers. Brasil Kirin represents the fusion of the vision, long-term planning and innovative technology of the Kirin Group with the passion, the energy and the strength of the Brazilian operation. 8
10 New brand: Brazil in first place 1 2 About the 1. The logo contains an ideogram in which Brazil is in first place, symbolizing respect for the country and its people. 9 water 2. It consists of icons that stand for the elements of nature: earth, air, fire and water. Furthermore, it includes green and yellow, symbolizing Brazil. In Japanese culture, the union of all the elements means the source of life and our main raw ingredient: water.
11 [GRI 4.8] About the VISION To be an innovator in beverages that give pleasure and joy. MISSION To surprise consumers with innovation, gaining their trust and admiration. VALUES People: loyalty, passion and commitment. Services: consumer focus, presence and innovation. Results: strong brands, superior results and recognition. OUR BELIEF Making a toast! At this very moment, someone somewhere is making a toast. It might be because of a personal or professional achievement, an idea, the birth of a child, a business deal or simply because they are happy. Whatever the reason, a toast is the celebration of something positive, it brings people together, making them smile, stirring their emotions. It represents fun. Brasil Kirin wants to give people joy through its products. We believe that our joy in doing what we love is also good for others. 10 CAXIAS PLANT IN MARANHÃO
12 Record gross revenues BRASIL KIRIN SUSTAINABILITY REPORT
13 Gross revenues grew % compared with 2011; the company accounted for 5% of the Kirin Group s profits About the 12 The transformations in Brasil Kirin s structure and operations produced positive results in the first full year of activities. Gross revenues totaled R$ billion, % up on Ebitda (earnings before interest, taxes, depreciation and amortization) was R$ 601 million, twice the year ago figure. A loss of R$ 78 million in 2011 was converted into net earnings of R$ 298 million in. In its first year under the new brand, the company accounted for 5% of the Kirin Group s earnings. Net revenues totaling R$ billion represented growth of 14.6% over 2011, and a new record for the Group. Sales volume topped the 3.25 billion liter mark, 7.4% up on This volume growth was driven by both the beer category (the Nova Schin, Glacial and Devassa brands, in addition to the special beers Baden Baden and Eisenbahn), and nonalcoholic categories, particularly worthy of note being soft drinks, which grew 10.9% compared with the previous year. The improved results were well balanced among sales and distribution channels throughout the country s different regions. In the course of the year, the portfolio was repositioned in several regions and channels to meet demand by extending brand presence at points of sale. In parallel, profitability was improved, with benefits perceived both by customers and end consumers. [GRI 2.7] These robust results are also reflected in increased market share. In an audit carried out by the tax authority Receita Federal via the electronic beverage production control seal system (Sicobe), we ended with 15.24% volume share in the beer segment, compared with 14.4% in 2011, and 6.1% volume share in the soft drink segment, up from 5.4% the previous year. A number of factors explain our strong business performance in. In addition to a favorable macroeconomic situation, the new Brasil Kirin management model, the strategic decision to focus on innovation (read more in the chapters and Best Practices) and the initiative to improve consumer understanding (read more in the chapter ) contributed to the positive figures. Incentives and tax policy are a competitive differential, for which reason these data are considered strategic and confidential. [GRI EC4] Environmental and social performance are presented in the chapters Best Practices and. R$ 298 million profit in billion liters of beverages COMMERCIALIzed in.
14 Main financial results (millions of R$) Value added statement (IN 000 s of R$) [GRI EC1] Shareholders (remuneration of own capital) Employees (remuneration, benefits and charges) Government (taxes, charges and contributions) , , ,780 1,048,928 1,257,743 1,575,314 Retained profit/loss 48,893-78, ,980 Interest and rent (remuneration of third-party capital) 174, , ,337 Community investments About the ,082 Gross revenues 3,159 Net revenue 268 Ebitda -78 Net profit ,886 Gross revenues 3,623 Net revenue 601 Ebitda 298 Net profit
15 A YEAR OF RESTRUCTURING BRASIL KIRIN SUSTAINABILITY REPORT
16 About the CORPORATE governance at Brasil Kirin WAS RESTRUCTURED in, with the new model DRAWING on best market practice. The restructuring of corporate governance at Brasil Kirin in incorporated best market practice Corporate governance at Brasil Kirin was restructured in, with the new model drawing on best market practice. The company s main decision-making body is the Board of Directors, which meets periodically in accordance with a predetermined schedule. The Board s responsibilities encompass achievement of governance targets, the dissemination and adaptation of Kirin Holdings global strategies and values, as well as overseeing internal Brasil Kirin policies. The Executive Board, presided by the CEO, establishes guidelines for and manages the organization s economic, social and environmental performance. The Board of Directors consists of six people, all of whom are men, with two being independent or non-executive members. The executive president, Gino Di Domenico, is a member of the Board of Directors. The composition of the Board of Directors is aligned with Kirin Holdings guidelines, with recruitment of the independent members assisted by an external consultancy. The Board of Directors performance is governed by Kirin Holdings guidelines. The Board complies with the Charter set forth by Kirin Holdings. This Charter determines the appropriate decision-making spheres, the management structure and the key organizational elements of the board. It also sets forth guidelines for the Board of Directors to guarantee the integrity, accountability, relevance, effectiveness and impact of the operation. The board members compensation is considered strategic and is therefore confidential. 15
17 GOVERNANCE in brasil kirin In conjunction with other executives, the members of the Board of Directors also participate in three auxiliary committees: Strategy; Audit and Finance; and People. These committees also meet according to a pre-determined schedule. About the Board of Directors Executive President Audit and Finance Committee People Committee Strategy Committee The Audit and Finance Committee, which s directly to the Board of Directors, is responsible for supervising, identifying and managing risks in the company (further information in the texts on risk management). Additionally, the company has an internal audit and fraud prevention department that regularly s any risks identified to the Audit and Finance Committee. Brasil Kirin has a Compliance group, subordinated to the Control area, which is responsible for the dissemination and adherence to the company s codes of conduct, standards and policies. Within the People Committee, there is a Disciplinary Affairs sub-committee which decides on sanctions and punishment for any breaches of the code of conduct, norms and procedures. [GRI 4.8] Tax Management and Institutional Relations Executive Board Human and Organizational Development Operations Commercial North/ Northeast Commercial South/ Southeast/ Center West and REM* Finance/ Control/IT** Marketing In addition to the Talk to Brasil Kirin channel, there are other mechanisms for communication between employees and senior management. One of these is the President s Blog, open to all employees. The president frequently provides information on company strategy, targets and results, projects and programs and other important business initiatives. The president himself responds to questions from all employees. (*) States of Rio de Janeiro/Espírito Santo/Minas Gerais (**) Information Technology On an annual basis, Brasil Kirin receives an independent audit from Japan mandated by the Kirin Holdings Company. [GRI 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.9] 16
18 About the Strategic planning and management model In the Kirin Group, strategic planning is undertaken in long-term cycles lasting nine years. Each of these is divided into medium term cycles of three years. In, the company elaborated a new medium term cycle which will come into force in This plan was fully based on the concepts, standards and methodologies used by the Kirin Group worldwide. Baptized 2015 Vision, this planning is focused on understanding the market, building strong brands, strengthening commercial and distribution activities, improving operational efficiency, seeking synergies within the group, expanding the program and prioritizing employee development. Brasil Kirin aims to achieve significant growth and market gains by the end of this cycle in The 2013 Strategic Map, focused on Brands, Distribution and People. The corporate Strategic Map is broken down into other specific maps by business unit, manufacturing unit and distribution center. These secondary maps ensure that all employees are aligned and committed to the targets established by Brasil Kirin. Employees variable remuneration is directly linked with the targets set forth in these maps. This means that the entire team is responsible for achieving company targets, including diverse aspects of, such as environmental and social questions (read more in ). Balanced Scorecard (BSC) methodology has driven company management for more than five years. This methodology aims to ensure the disciplined execution of strategy through the establishment of goals, targets and indicators. This enables the measurement of results and management of performance through constant operational alignment with the company vision. All the strategic goals are inserted in the map in four dimensions: People and Learning, Internal Processes, Market and Financial Results. [GRI 4.5, 4.8, 4.9] Other important management tools at Brasil Kirin are Total Performance Management (TPM) and Sales and Operations Planning (S&OP). TPM is a Japanese methodology focused on maximizing plant performance and reducing losses, based on the use of indicators, sharing best practices and disseminating knowledge (read more in Best Practices). S&OP is aimed at sales accuracy, that is, balancing company production with sales to prevent both overproduction and stock shortfalls. 17 The 2013 strategic map is focused on brands, distribution and people. This is then broken down INTO other specific maps. The company also has a strategic Project Management Office, which is open to collaboration and suggestions from all company areas, enabling employees to suggest work fronts and projects that contribute to company strategy.
19 Internal controls About the Internal audit In, we introduced improvements to the internal audit process. To drive greater professionalization and apply best market practices, the company initiated the adoption of Institute of Internal Auditors (IIA) guidelines, considered a global benchmark in internal audit. The scope adopted by companies following IIA recommendations encompasses a systemic, process view of risk management, as well as control points. As a result of this process, the company reviewed its internal audit statute, developed a technical manual and established a charter attesting to the full independence of our auditors. Currently the audit area s functionally to the Audit and Finance Committee, which has independent members, and administratively to the Brasil Kirin s executive directors. Kirin Internal Audit-KIA, attached to Kirin Holdings in Japan, performs an annual assessment of the quality of the local audits in accordance with IIA guidelines. Four members of the internal audit team have been trained in J-SOX (see box on following page). Risk management and finance Risk management is a strategic focus for the organization. By means of a structured process, we identify the most relevant risks for the company and for our stakeholder groups, mapping them in terms of likelihood and impact. This exercise results in a risk map which is monitored constantly, and which guides the elaboration of corrective action plans. This process also serves as a starting point to determine the scope of the internal audit, which uses the risk map as one of the bases for its planning. In, the 13 Brasil Kirin manufacturing units were assessed in terms corruption-related risk. In 2013, unit managers are being interviewed as part of an exercise to identify possible risks. [GRI SO2] The Brasil Kirin finance area was also restructured in to incorporate best market practice and Kirin Group recommendations. In addition to the formal control and treasury structures, the area was reinforced with a group of finance business partners dedicated to projecting and monitoring business performance in conjunction with other areas. All 13 plants were assessed in terms of corruption- RELATED risk. Brasil Kirin does not use child or slave labor in its operations. All our employees are over 18 years of age or are contracted as apprentices (from 14 to 23 years and 11 months). All third-party contracts drawn up by the legal area contain clauses prohibiting the use of child or slave labor. The proven use of child, forced or slave labor implies the immediate rescission of such contracts. [GRI HR6, HR7] 18
20 About the Compliance Brasil Kirin s compliance area was initiated in 2011 and formally implemented in. Its main mission is to ensure company and employee compliance with legislation, internal regulations and policies based on a three-part compliance program: Prevent, Act and Assure. The compliance area manages the conduct and ethics channel. This is a confidential channel through which employees and third parties may breaches or suspected breaches of conduct. The contact details are readily available inside and outside the company, and s may be made by telephone or . In, 1,292 s were received, averaging 120 per month. All of these were examined. The persons making s may access the company response confidentially via a case number. [GRI 4.4] During the year, 288 human rights-related cases were ed through the company s conduct and ethics channel. Of these, 284 were from employees and 4 from external stakeholders. In all, 258 cases were concluded, 7 are under investigation and 23 were deemed ungrounded. [GRI HR11] Three of the cases ed through this channel concerned racial discrimination two at the company s distribution unit in Curitiba and one at the Itu plant. All of these have been finalized. Where managers were involved, the Human and Organizational Development (DHO in the Portuguese acronym) area took action to realign their conduct. In the cases involving work colleagues, the issue of discrimination was raised in an on-site meeting, since no specific people were named in the. [GRI HR4] In 2013, the company will conduct a campaign to inform the change of the name of the conduct and ethic channel to Talk to Brasil Kirin and to explain how it should be used and its main purpose: to help establish a wholesome and fair working environment. During the year, the DHO will develop preventive measures focused on harassment and undertake complementary measures jointly with the commercial, operational and other corporate areas. The compliance area will be reinforced in 2013 with the indication of multipliers denominated compliance champions. These are employees selected from each of Brasil Kirin s units and operations nationwide who will be trained to disseminate and raise awareness of the importance of compliance among colleagues in their respective work places and areas of activity. In the area was engaged in two important projects: the implantation of the controls required under J-SOX (read in box) and the review of the Code of Conduct, which was modified to incorporate Kirin Group principles and J-SOX requirements. The document provides guidance for employees on the conduct expected of them and on the values, ethical principles and attitudes governing the company s relations with its stakeholders: employees, suppliers, customers, consumers and the community (read more in the chapter ). [GRI 4.14] J-SOX In 2011, the company became part of a group of publicly traded companies. As a result Brasil Kirin is required to comply with the Financial Instruments and Exchange Law, a set of regulations better known as Japan-SOX (or J-SOX), stemming from the United States SOX (Sarbannes- Oxley) Act. There are some differences between J-SOX and the North American act, but the objective is the same: to ensure transparent corporate management. 19
21 The review of the Code also addressed the alignment of Kirin Group values and competencies and involved diverse company areas: Human and Organizational Development (DHO), Institutional Relations, Legal, Information Security, Quality, Risk Management, Internal Audit, Process Management, Marketing, Supplies, Sustainability and Safety, Health and Environment (SSMA in the Portuguese acronym). [GRI 4.8] The document was distributed to all employees in June as part of the Code relaunch communication plan aimed at ensuring proper conduct in the company. The Code is also part of the induction process for new employees. [GRI SO3] The new Code of Conduct addresses relations with public authorities, in addition to providing information related to conflicts of interest and ethical conduct, including fraud, improper behavior and falsification, among others. [GRI SO3, SO4] In 2009, in conjunction with other companies in the foods and beverages sector, Brasil Kirin signed the Pledge a public commitment related to foods and beverages advertising for children. [GRI 4.12] No corruption-related judicial actions were concluded during the ing period. Neither were there any suits related to anticompetitive or monopolistic practices pending or concluded during the year. [GRI SO4, SO7] The Code of CONDUCT WAS distributed TO all EMPLOYEES in June. About the In 2013, the company is scheduling the elaboration of an anti-corruption policy, measures to raise employee awareness of corruption, the adaptation of the Code of Conduct to incorporate Kirin Holdings guidelines and the inclusion of an anti-corruption clause in all new Brasil Kirin service contracts and in existing ones as they come up for renewal. [GRI SO3] We are compliant with all Brazilian legal standards, including administrative rulings such as the Brazilian advertising self-regulatory code, the consumer defense code, the civil code, Law 9.294/96 (restrictions on the use and advertising of alcoholic beverages), Decree /72 (about the free distribution of prizes) and the Finance Ministry Rulings 41 and 422. For all campaigns and regulations, we consult the legislation to ensure company compliance. [GRI PR6] 20 We ensure that all the products the company commercializes are compliant with Brazilian legislation. [GRI PR6]