About Ferd

Ferd is a family-owned Norwegian investment-company committed to value-creating ownership of businesses and investments in financial assets. In addition to the group’s purely commercial activities, Ferd has an extensive involvement in social entrepreneurship.

Ferd is wholly owned by Johan H. Andresen and family. Since 2004, Ferd has operated with a Board of Directors where the all the members are external appointments, and with effect from 1 October 2012 Johan H. Andresen is the Chair of the Board.

Ferd is made up of five business areas. The four commercial business areas have different investment mandates, but compete on equal terms for the group's capital resources. The allocation of capital between the business areas takes into account both investment return and the group's overall risk profile.

We will create enduring value and leave clear footprints

This describes the vision that we will strive to achieve. By value we mean more than just financial return - value is also created through personal development and growth.

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Equally we shall not forget the role we play as a significant and valuable member of society as a whole. Enduring value signals that we intend to create something more than just short-term 'bubbles' - we stand for sound and worthwhile projects of enduring value.

By leaving clear footprints we mean that we want our activities to leave lasting, significant and visible results in their wake. This also acknowledges that a trail is clearest if many follow it - our ambition is for all our companies, units and employees to be driven by the same overriding principles whilst retaining each company's particular identity and freedom of action.

VALUE PLATFORM

Ferd has defined two sets of values that will play an important role in realising the business vision for which we strive.

Corporate Values:

Credibility
This means that everyone can be confident that we keep our promises - that we will implement our strategies and meet our goals. Even though Ferd is a family-owned company, credibility requires openness in our relationship with the media and the outside world as a whole.

Spirit of adventure
This represents our willingness to take the initiative and see new opportunities - and also our readiness to accept that we can make mistakes. We want our people to be ready to take the initiative and make the extra effort, but they must also feel secure that we understand that not everything can be 100 percent successful. Our spirit of adventure means a commitment to progress and to seeing new opportunities beyond the distant horizon. It also means that all our employees will have the opportunity for personal development and the satisfaction of creating new adventures for the group.

Teamwork
Ferd can only realise its goals if everyone works as a team with mutual respect for each other. This is what creates synergies and a sense of shared purpose both within each company and between all the companies in the group.

Long-term view
The continuity, reliability and integrity which characterise the group will continue to be central aspects of our personality.

 

Operational Values:

Expertise
If we are to be a pro-active owner and partner, the group needs to build up a store of knowledge and expertise in important common areas.We have defined finance, business development and networking as key areas of expertise for the group as a whole.

Networking
We strive to develop and make good use of the group’s network of contacts, both between our industrial companies and between our industrial and financial activities as a whole in order to create benefits such as synergies between our activities. We must also make full use of the group’s network of international contacts in the best interests of every individual unit.

Capital
Our strong capital base and healthy liquidity represent an important competitive advantage, and give us the capacity to provide the financial resources needed to develop and grow both the industrial and financial investment activities of the group.

 

TARGETS AND OBJECTIVES
Ferd’s objective is expressed in its corporate vision to “create enduring value and leave clear footprints”.

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The framework for the group’s activities is determined by the owner’s stated values, risk appetite and stipulated requirements for ownership interests. Ferd’s vision, corporate mission statement and value platform direct the company’s business decisions and accordingly play a key role in the development of strategy.

Ferd Holding AS is owned 100% by the owner and his family, while in many cases the group’s assets and investments have shared ownership. The company measures its return as the increase in value-adjusted equity and dividend distributed to the owner. The owner’s willingness to accept exposure to risk is expressed in terms of the size of the risk of a fall in value-adjusted equity that is deemed acceptable, together with the level of liquidity risk that the owner is willing to accept.

Ferd’s corporate mission statement stipulates that the group is committed to value-creating ownership of businesses and investments in financial assets in situations that enable us to make good use of our expertise and the competitive advantages that result from our family ownership. Family ownership means that Ferd does not need to set an ownership period for our investments.

The group’s strategic development takes place through interaction between the Board of Directors, the Group Executive Board and the management of the business areas. The Board of Directors is the venue for decisions on major issues, such as strategic matters, new mandates and major investments. The returns achieved by Ferd are assessed in the context of the absolute return achieved over time and how this relates to the level of risk exposure that has been involved.

Organisation
The responsibility for managing Ferd’s assets represents a significant task for the group’s organisation. It is important that Ferd develops its expertise and capacity in pace with growth in its overall assets in order to realise its strategies in a sound manner. The personnel resources available at both the group level and in the business areas give Ferd a sound competitive position in the markets in which the company is active. The group’s continuing growth will depend on Ferd successfully developing its organisation, and making good use of the breadth of the group’s expertise across organisational dividing lines.

CAPITAL BASE
Ferd’s capital base is the total of its value-adjusted equity capital and committed borrowing facilities. The capital base has increased substantially in recent years. Ten years ago, value-adjusted equity capital was NOK 10.0 billion and the available credit facility was NOK 1 billion. At the close of 2015, value-adjusted equity capital was valued at NOK 26.6 billion, with an available credit facility of NOK 6 billion.

RISK
The approach to risk exposure taken by the owner and the Board of Directors is one of the most important parameters for Ferd’s activities. It defines Ferd’s risk bearing capacity, which is an expression of the maximum risk exposure accepted in the construction of Ferd’s overall portfolio. Ferd’s risk willingness and risk bearing capacity will vary over time, reflecting both the availability of attractive investment opportunities and the company’s view on general market conditions. Ferd uses a set of financial and economic indicators to evaluate what stage the market has reached in terms of the economic and asset valuation cycles. Derivatives and index funds may also be used from time to time to manage overall risk and exposure. 

When changes need to be made to Ferd’s overall risk exposure, considerations of stability for the management of the business areas make it important that the changes are carried out without having too large an effect on the strategy of the individual business areas. The allocation of new capital, as well as the reallocation of capital between business areas, represents a systematic approach to making use of the group's capital base and risk-bearing capacity.

Finding the right balance between exposure to market risk and the level of indebtedness is an important part of Ferd’s strategic planning. Ferd has held, and continues to hold, a high exposure of market risk, and maintaining gearing at a relatively moderate level has been necessary to ensure that the overall risk exposure does not become excessive.
Ferd operates with a long-term investment horizon, and this means that the owner can accept substantial fluctuations in value-adjusted equity. The objective is to ensure that if Ferd suffers a permanent loss on any single investment, the loss will not be on a scale that would force Ferd to change the composition of the overall portfolio.

Criteria for the risk of fall in value
Ferd’s allocation of its capital must be consistent with the owner's risk tolerance. One measure of risk tolerance is how large a fall in value in monetary or percentage terms the owner is prepared to accept if the markets to which Ferd is exposed experience a sharp and rapid fall. The risk of fall in value, calculated on the basis of various assumptions, must not normally be greater than 35% of Ferd’s overall portfolio. The risk of fall in value provides guidance on how large a proportion of equity can be invested in asset classes with a high risk of fall in value. The risk of fall in value is measured and monitored with the help of stress testing. Risk of losses is expressed as the potential overall fall in value, expressed both as an absolute amount and as a percentage of value-adjusted equity.

Criteria for financial risk
Ferd’s objective is that its main banking connections will rate Ferd’s creditworthiness as equivalent to ‘investment grade’. This will ensure that the group has freedom of manoeuvre, and that if it needs to arrange financing this will be available at short notice and at low cost. In the spring of 2013, Ferd entered into an agreement with its main banking connections for a long-term committed credit facility of NOK 6 billion.

Ferd Capital’s purchases of businesses and Ferd Real Estate’s investments are project financed through separate holding companies. This means each project is essentially assessed by the market, which protects Ferd’s other capital from some of the financial risk associated with increased borrowing. Ferd’s other assets, principally Ferd Invest and Ferd Hedge Fund, therefore constitute the principal security for the parent company’s loan facilities. Ferd has always paid close attention to liquidity as part of its risk management. We have always held liquidity comfortably in excess of the minimum liquidity requirements that are set internally and in loan agreements at the parent company level.

Ferd works on the assumption that the return generated by financial investments should help to cover current interest payments. It is therefore important that the balance sheet is liquid, and that the maturity profile of assets corresponds closely to the maturity profile of liabilities.

The group stipulates that in normal market conditions at least NOK 4 billion of its financial investments will be in the form of assets that can be readily realised within three months. This requirement is satisfied principally by holding investments in stock exchange listed shares and hedge funds.

Ferd has a conscious approach to currency exposure. If its exposure to any one currency is viewed as either too high or too low, Ferd will regulate this by taking out a loan in the relevant currency at the parent company level, or by using derivatives.

FINancial markets and Ferd as an Investor
Ferd’s investment activities are based on some fundamental assumptions about the markets in which Ferd invests and the way in which it carries out its investment activities. We work on the assumption that financial markets are, on the whole, efficient markets and that there is strong competition for attractive investment opportunities, but that this is not always the case either in general or in all segments of the market at the same time. For this reason, the investment mandates make it possible to take advantage of market imperfections that other investors do not recognise, or which they recognise but cannot or do not wish to exploit. Ferd’s risk management is designed to provide the capacity to take advantage of such opportunities when they arise.

For a multi-faceted operation such as Ferd, it is difficult and probably not appropriate to apply overall investment principles with which every investment area must comply. However, it is appropriate to establish basic principles to ensure that decisions on risk exposure are consistent with Ferd’s vision and values and make use of its comparative advantage.

Ferd strives to:

  • Seek out investment opportunities that we can purchase at a price which we believe is lower than the underlying value.
  • Focus analysis on the investment opportunity in question, as well as understanding the situation in which it has arisen, in order to evaluate what value Ferd might be able to add.
  • When analysing an investment opportunity, attach great weight to the current situation and relatively little weight to assumptions about general market outlook.
  • Make it a priority to understand what the expected range of outcomes might be for an investment.
  • Identify the worst-case scenario for each investment opportunity and its downside protection in order to evaluate whether it offers an attractive balance of risk and reward.
  • Pay particular attention when assessing investment opportunities to the difference between volatility and the risk of permanent loss.
  • Never evaluate investment opportunities solely on the basis of an absolute return requirement, but instead seek out investments that offer an attractive expected risk-adjusted return.
  • Make investments of a substantial size, but not so large that other activities would be affected if the investment resulted in permanent loss.


Many of these principles are characteristic of what is known as value-based investing, but Ferd also holds growth-based investments in its portfolio and takes a pragmatic view of all types of investment.

STRATEGIES FOR FERD’S BUSINESS AREAS
The objective for Ferd’s business areas is to achieve the best possible return within the risk limits specified by the Board of Directors. The allocation of capital between the business areas varies over time, depending on where the best investment opportunities are thought to be available.

Strategy for Ferd Capital

  • Ferd Capital has three mandates:
  • Unlisted companies: Ferd Capital is an active and long-term investor in privately owned companies.
  • Stock exchange listed companies: Ferd Capital is an active owner of stock exchange listed companies and helps companies to realise their potential.
  • Special Investments: The Special Investments mandate enables Ferd Capital to invest in financial instruments relating to most aspects of corporate capital structure, and its investment decisions are not subject to any requirements in respect of ownership interest or influence. Ferd Capital can invest in individual companies, bonds or funds, or can grant loans to companies where the relationship between the return expected and the underlying level of risk is assessed to be attractive.

Ferd Capital’s mandates provide the business area with a high level of flexibility in terms of the types of investment it can make. Common to all the mandates is that they are intended to ensure that Ferd Capital makes the best use of Ferd's competitive advantages. At the end of 2015 the portfolio consisted of twelve investments, of which Elopak was the largest single investment.

Thorough analysis is carried out to ensure there is a good basis for all decisions regarding Ferd Capital’s investments. The most attractive investments are those that offer the highest potential return over time relative to the risk involved and the possibility of realising the investment. The business area has the flexibility to invest in both unlisted and listed companies, including companies that are in an expansion phase as well as more mature companies that have a well-defined business model and strong cash flow. Understanding a company's current situation makes it possible to assess whether an attractive entry price can be achieved.  

Investment criteria:  

  • Investment type: Equity or debt instruments, principally equity.
  • Development phase for investments in companies: The company must normally have completed its establishment phase and have a business model that demonstrates its commercial sustainability. The criteria accordingly relate to companies that are in an expansion phase as well as more mature and established companies.
  • Size of investment: Normally NOK 50-1,000 million.
  • Industry: A broad range of industries will be considered, but Ferd Capital avoids sectors where value creation is principally driven by specific individual factors.
  • Geographical location: Primarily Nordic countries, but with the flexibility to consider the rest of Northern Europe.

With regard to privately owned and stock exchange listed companies, Ferd focuses on creating long-term value for its shareholders on the basis of Ferd’s value platform and competitive advantages. When investing in companies, Ferd Capital strives to find investments where Ferd’s active ownership can add significant value. Strategies for adding further value are developed in close collaboration with each company’s management team and board of directors. Ferd Capital is proactive throughout the ownership phase in assessing the value of continuing to own a company relative to the value that could be achieved by a sale. Before any sale is considered, a thorough process is carried out to assess the case for continuing ownership.

Investment performance is monitored at both the individual investment level and at the portfolio level in terms of the absolute return generated over time and how this relates to the risk exposure the investments represent. Ferd benefits from its long-term balance sheet strength and lack of external factors that might restrict its flexibility, and it has a highly qualified team with extensive experience to help ensure that this target is achieved.

Strategy for Ferd Invest
Ferd Invest is responsible for Ferd’s investments in Nordic stock exchange listed shares, and the business area has a relative return investment mandate. The objective stipulated for Ferd Invest is for the business area to produce a better return than its benchmark index over time. The business area is free to select the shares in which it invests, but shares in medium-sized companies with market capitalisation typically in the range NOK 5 to NOK 50 billion will normally represent the major part of its investments. These shares typically have satisfactory liquidity, while at the same time one can assume that they are not subject to as much investor attention as shares in the major listed companies. In order to permit sufficiently close monitoring of its investments, the business area does not normally hold investments in more than around 20 companies at any time.

It is not sufficient for Ferd Invest to make investment decisions solely by evaluating the potential for growth in share price. What is important above all else is to have a clear understanding of the most important risk factors associated with an investment, and how these risk factors may develop over time.

Strategy for Ferd Real Estate
Ferd Real Estate has elected to concentrate its activities on property development projects, for example residential property developments, construction or refurbishment of office premises, and development of warehouse and logistics properties. These are segments of the real estate market where the business area is confident that its in-house expertise, combined with market opportunities, offer potential to create value.

Ferd Real Estate only considers investments that offer the potential for a return over and above what might be achieved from the performance of the real estate market in general. Development and refurbishment projects offer the opportunity of reward for taking on the greater risk that this kind of project involves. The performance of the portfolio is monitored on the base of the absolute return generated over time, and how this relates to the risk exposure investments represent.

Ferd Real Estate makes most of its investments in the Oslo area, but as a supplement to its core activities, the business area also invests to some extent elsewhere in Norway, and also invests in the international real estate market through managed funds.

Strategy for Ferd Hedge Funds
The Hedge Funds portfolio comprises investments in funds that are judged to have good investment managers and that represent a range of strategies. A key factor in the analysis carried out to select investment managers is differentiating between return created by general market movements and return created by the manager’s performance.

In order to achieve good risk diversification, it is important that the composition of the portfolio should feature a range of funds that generate returns that are not dependent on the same factors. Ferd’s hedge fund portfolio will normally have a relatively small weighting in funds that are heavily exposed to the stock market, since this market is a major factor in determining the performance of a large proportion of the group’s other investments. The objective for Ferd Hedge Funds is for the business area to produce a better return than its benchmark index over time.

Strategy for Ferd Social Entrepreneurs
Ferd Social Entrepreneurs (FSE) seeks to identify talented people and companies that are able to create beneficial change for children and young people. FSE has chosen to apply a focused strategy for its interpretation of what is included in the definition of social entrepreneurship. Social entrepreneurs must play a part in solving social problems while at the same time demonstrating a good likelihood that their activities will be financially self-sufficient over time. FSE supports its portfolio companies with both capital and expertise. FSE spends a lot of time working with each company to help to ensure that all the right decisions are taken in order to achieve the necessary progress and growth so that the targeted social objectives are achieved. There are four different stages to FSE’s involvement with social entrepreneurs, with well-defined targets set for the collaboration between FSE and the social entrepreneur at each stage. It will normally be the case that FSE is represented on the board of directors of the companies in its portfolio. Through representation on the board, FSE can exercise the necessary influence on the company's strategy, management and development.

 

Corporate governance can be described as a system that sets out how a company is managed and controlled. The system describes the allocation of rights and responsibilities between the company’s corporate bodies, its owners and other stakeholders, and provides rules for decision processes in respect of the company’s objectives, strategies and their implementation, as well as for other decision areas. The concept also includes the systems used to manage and control the company, and the reporting involved.

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Objective
Ferd’s objective for corporate governance is that it should contribute to improving the group’s earnings over time by facilitating better decision-making through its effect on improving decision processes and ensuring more precise risk evaluation. This will ensure that the entire group operates within its approved strategies and risk profile, and in a way that fully reflects the owner’s wishes and preferences.

Short decision paths and efficient procedures without unnecessary bureaucracy are important competitive advantages for Ferd. In order to retain this advantage, it is important that the company has clearly defined limits and levels of authority so that we can delegate decision making to a large extent.

Established practice
A number of the matters dealt with in the Norwegian Code of Practice for Corporate Governance are not relevant to Ferd since it only has one controlling owner. Nonetheless, Ferd applies the Code of Practice to the extent that it is relevant, and it is also an important resource when Ferd exercises its ownership interests in other companies. It is established practice in Norway for companies to operate with a clear distinction between the board of directors and executive management («two-tier boards»). In family-owned companies it is common for executive and non-executive appointments to be held by different members of the family, but Ferd has adopted a model for corporate governance that corresponds with accepted practice in Norway. The group’s owner is the Chairman of the Board of Directors and is not a member of the executive management team. The three other members of the Board of Directors are external appointments and are independent of the group's owner and its management.

Ferd's ownership principles in listed companies where we have board representation
Ferd has developed the following ownership principles in listed companies where we have board representation.

1. Ferd seeks to create enduring value and leave clear footprints

  • Value creation is pursued with respect for Ferd’s values: Credibility, spirit of adventure, teamwork and long-term view

2. Ferd seeks to be a value-creating owner

  • We will enable and empower boards and companies to deliver long term value
  • We expect companies to follow the highest ethical and corporate social responsibility standards in the interest of all stakeholders

3. Ferd seeks to be a competent and constructive owner

  • We arrive with knowledge and an open mind
  • We work with people and not against people

4. Ferd will  act in the interest of the shareholders

  • Ferd will ensure equal treatment for all shareholders


The Board of Directors
The Board of Directors of Ferd Holding is subject to the formal requirements of company legislation, and works in accordance with an approved mandate. This means that decisions on the following issues will always be based upon approval by the Board of Directors:

  • Corporate mission statement, vision and value platform
  • Strategic plan for the group
  • Risk management
  • Organisational issues, including incentive arrangements
  • Mid-year and annual reports
  • Budgets
  • Decisions to establish new business areas, full or partial disposals of existing business areas and strategic collaboration agreements at the business area level.

The Board of Directors of Ferd Holding is made up of five non-executive members, of which four are external appointments.

The owner and management consider that Ferd benefits greatly from having a Board of Directors with a majority of independent members whose only connection with Ferd is their duty is to supervise the group’s overall interests:

  • The Board is involved in setting the level of earnings that will be considered satisfactory and ensuring the quality of the group’s decision-making processes.
  • The external members of the Board bring expertise and experience from different industries and sectors and so make a positive contribution to the group’s strategic processes, risk management and executive recruitment.
  • The members also represent a valuable network of connections, and help to ensure that Ferd is respected by its business partners.


The Group Executive Board
Ferd has a Group Executive Board comprising the Chief Executive Officer, the Chief Investment Officer and the Chief Financial Officer. The Group Executive Board acts as an advisory body for the CEO on matters that are to be considered by the Board of Directors of Ferd Holding, as well as on other matters that relate to his exercise of the decision-making limits allocated to him.


Advisory Board
Ferd has established an Advisory Board in order to give the group access to expertise and experience in the management of industrial activities. The members of the Advisory Board play an active role by contributing their expertise and networking to the decision-making process on industrial investments, and they also hold board appointments for a number of Ferd's portfolio companies. Ferd's Advisory Board currently has two members.


Business areas
The Group is organized as five management units that are termed business areas, namely: Ferd Capital, Ferd Invest, Ferd Hedge Funds, Ferd Real Estate and Ferd Social Entrepreneurs.

Ferd Capital is responsible for industrial investments that are normally subject to separate management and reporting to Ferd’s Board of Directors. Ferd Real Estate is responsible for investments in companies, properties, projects and international real estate funds that are managed and reported at a portfolio level, except where a single investment is so large that separate monitoring and reporting to the Board of Directors is considered necessary. Ferd Invest invests in liquid securities, and Ferd Hedge Funds invests in hedge funds covering a broad range of investment strategies. Both these business areas are managed and reported as financial portfolios. Ferd Special Investments has a broad mandate and manages a wide range of investments that are allocated to portfolios by category and reported at a portfolio level. Ferd Social Entrepreneurs invests in social entrepreneurs that reflect Ferd’s vision to create enduring value and leave clear footprints by innovative solutions to social problems. Investments are monitored separately.  

Where appropriate, each business area reports to a board appointed by the CEO. The composition of these boards reflects the particular requirements of each business area. All the business area boards operate on the basis of a formal mandate, and each board is responsible for issuing formal instructions for the head of the business area. Matters that exceed the authority delegated to the head of the business area must be decided by the board. The boards are also responsible for implementing the group’s mission statement, vision and value platform in their area, and are responsible for the business area’s strategic plan (including proposals for capital allocation) and budget. Each board monitors the activities and performance of its business area through monthly and quarterly management reporting.

History

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  • 1778
Right

I. & L. Jacobsen’s ‘Tobaks-Fabrique’ in Christiania is granted a Royal Warrant

I. & L. Jacobsen’s ‘Tobaks-Fabrique’ in Christiania is granted a Royal Warrant

The beginning

I & L. Jacobsen’s Tobaks-Fabrique in Christiania is granted a Royal Warrant to manufacture “all kinds of smoking tobacco and tobacco snuff” and to sell both its own products and imported tobacco products. This is now recognized as the date for the formal establishment of the business undertaking which today lives on as Ferd. However, the factory itself was opened more than 30 years earlier by Jens Jacobsen, a city councillor, ship owner and merchant (1703-1772).

 

Picture shows The 1778 Royal Warrant.

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