UK Tax Strategy 2018

2018 UK Tax Strategy - Compliance with Schedule 19 of the UK Finance Act 2016

Introduction

Vandemoortele NV (“Vandemoortele” or “the Company”), a Belgian company,  and its subsidiaries (together “the VDM Group”) are a Belgian family business that has grown into a leading food group on a European scale. The VDM  Group focuses on two business lines : Bakery Products and Margarines, Culinary Oils and Fats.  Vandemoortele  directly owns the following UK company (hereafter “UK company”):

•    Vandemoortele UK Ltd, Charta House, 30-38, Church Street, Staines-upon-Thames, GB-TW 18 4EP Surrey 

The VDM Group also has the following UK branch (hereafter “UK branch”) : 
•    Vandemoortele Worcester, branch of Vamix NV, a Belgian company directly owned by Vandemoortele, Martley Road, Lower Broadheath, GB-Worcestershire, WR2 6RF

The UK company has commercial activity in both business lines of the VDM Group.  The activity of the UK branch is production in Bakery Products business line.

The VDM Group is controlled by Safinco NV, Belgian company, which directly owns Vandemoortele.  Safinco NV fulfils the country by country reporting for the VDM Group obligations in Belgium.

This document sets out the Company’s tax strategy and that of its subsidiary UK company and the UK branch  as it relates to UK taxation in compliance with Schedule 19 of the Finance Act 2016. 

Approach to Governance and Risk Management in relation to UK taxation

The Company, its UK company and UK branch are committed to managing its tax affairs in a responsible and transparent manner, in order to comply with the relevant tax legislation. 

The Board of Directors of the Company executes general oversight over tax matters. It is advised and assisted in this respect by a specialised Audit Committee. The specialised Audit Committee of Vandemoortele monitors the VDM Group’s tax risks and receives upon request or upon escalation reports on tax risks and the internal control and risk management systems in this respect. 
The responsibility of the UK tax risks is delegated to the Chief Financial Officer of the VDM Group assisted for the day-to-day management by the Group Tax Manager of the VDM Group and the UK F&A Manager. The Chief Financial Officer keeps the Board of Directors and the Audit Committee informed of all relevant UK tax matters and seek its input as appropriate.

The mission of the VDM Group’s tax department is : 
•    Support day to day business with practical straight forward advice/solutions
•    Be the strategic partner providing tax direction to key business stakeholders taking into account the impact of transfer pricing on operations / flows
•    Follow up tax changes, market trend and business changes and proactively propose and implement changes
•    Search for tax planning opportunities to obtain potential savings without jeopardizing risk management, tax compliance and level of service
•    Create policies and procedures to ensure tax compliance and tax reporting is done correctly and timely (in-house/outsourced)
•    Tax risk assessment

Tax Planning

The UK F&A Manager makes sure that the UK company and the UK branch comply with the UK tax requirements.  Its focus is on meeting all UK legal requirements, timely filing UK returns and paying UK taxes due.  The UK F&A Manager can call upon external advisors, after approval of the VDM Group’s tax department,  to assist them with the above. Furthermore, the VDM Group’s tax department provides guidelines, directions and reviews the UK compliance requirements.

Tax planning is part of the mission of the VDM Group’s tax department, but we do not undertake aggressive  tax planning.  

When seeking to use available tax reliefs and incentives, the VDM Group’s tax department does so in a manner consistent with the government’s policy objectives. At all times, it is mindful of the Company’s reputation and brand and is guided by the OECD recommendations for responsible business conduct in a global context. The VDM Group’s tax department will therefore not implement transactions or strategies without sound business purpose. The VDM Group’s tax department strives at reducing the risk of double taxation (i.e. the same income being taxed in to different jurisdictions) for the Company and/or its subsidiaries.  Furthermore, external professional advices is obtained on a transactional basis, with the depth of such advice being driven by our assessment of the risk presented by each opportunity.

Acceptable Levels of Risk

The VDM Group takes a conservative approach to the UK tax risk as it does to other risks in the business.

Nevertheless, we recognize there is always a level or risk on taxation considering : 
•    The VDM Group is present in 15 countries
•    The international character of the business
•    The complexity of taxes and the frequent changes in laws
•    The scope for interpretation of the tax laws, i.e. tax laws are not always clears and tax authorities may take a different view on the application of the legislation
•    The variety and volume of the different taxes that affect the VDM Group’s activities

The company ensures that its UK tax filing positions will at the least be allowable under applicable tax laws. Where there is uncertainty about the interpretation or application of UK tax law, the Company seeks advice from external experts.  

Relationship with Tax Authorities 

The Company’s communication with HMRC primarily relates to UK tax compliance. In this respect, the company is supported by  the services of external tax experts to interact with HMRC on its behalf. However, the company will ensure that any external tax advisors acting on its behalf will operate in accordance with this strategy.  In this respect all information provided by the external tax advisors to the HMRC is reviewed upfront by the UK F&A manager and the VDM Group’s tax department.
 
In case of tax queries or technical disputes, the Company will seek to resolve these working collaboratively with the UK tax authorities in a spirit of transparency, honesty, integrity, fairness and respect, aiming at early agreement on disputed matters whenever possible. At all times, the employees and external representatives involved in these interactions strictly adhere to the Company’s Code of Conduct.

Strategy approved by the Board of Directors

Document dated: 24th December 2018