01

About us

A family-owned holding and investment company.

Bagger-Sørensen & Co. A/S is the holding and investment company of the Bagger-Sørensen family, represented and owned by the fourth generation, Steen and Claus Bagger-Sørensen.

The first company was founded back in 1915 on confectionery production. In 1927 the first chewing gum products were launched. Exports, managed from the HQ in Vejle, Denmark, started during the 50’s and soon became a success worldwide. The chewing gum activities have included branded products like DANDY, STIMOROL and V6.  Since 2002 the development and manufacturing within Gumlink A/S has been focused on of B2B chewing gum for European supermarkets chains. Today, the development and manufacturing of all confectionery products takes place in a joint venture with the Yildiz group in Turkey.

In Denmark, the production facilities at Dandyvej in Vejle are used for production in Fertin Pharma A/S. Fertins focus is on medicated chewing gum – especially NRT/nicotine gum – for the B2B market.

Beginning of 2017 Fertin Pharma A/S was sold to EQT Mid Market but Bagger-Sørensen & Co. A/S kept 30 % of the shares. In 2021 EQT and Bagger-Sørensen & Co. A/S sold Fertin Pharma A/S to Philip Morris and hereby the Bagger-Sørensen family left the gum business in Vejle for good.

For almost two decades the Bagger-Sørensen family has also had an investment profile though the two companies: BS Real Estate and Vecata Invest (investments in the venture segment with no specific industrial focus, but so far, the company has primarily invested in life science, IT and technology). In 2022 Vecata Invest A/S became part of Bagger-Sørensen & Co. A/S.

In 2020 the Bagger-Sørensen family established Bagger-Sørensen Equity A/S in order to invest in SMEs with growth potential.

02

History

Important dates

1915

1915

Vejle Caramel og Tablet fabrik (the Vejle caramel and tablet factory) was established

Chewing gum production in Strandgade

1927

1939

The DANDY name was launched

1946

Exports started up

1946

1952

1952

New factory at Enghavevej

The first functionel gum (Stimorol) was launched

1956

1972

1972

New factory at Dandyvej

1975

Holger Bagger-Sørensen was appointed CEO

1975

1978

Acquisition of Fertin AB, Sweden

1982

A factory was established in Zimbabwe

1982

1984

Bagger-Sørensen Fonden

DANDY Fonden (Foundation) was established

Production of private brand to Kraft Foods France (e.g. Hollywood)

1987

1991

1991

Holger Bagger-Sørensen retired as CEO and became Chairman of the Board in DANDY A/S

Inauguration of the Dirol factory in Russia

1999

2002

Cadbury bought the DANDY brands, the international sales organization and the factory in Russia.

The company name was changed to Gumlink A/S.

Inauguration of Fertin P2 (FDA approved plant)

2004

2009

Joint venture with Yildiz Holding, Turkey

Steen and Claus Bagger-Sørensen became Chairmen of the Boards in Fertin Pharma, Gumlink, Vecata and BS

2013

2015

The first 100 years were celebrated in Vejle with 1200 guests
Inauguration of the Fertin plant in Goa, India

Steen and Claus Bagger-Sørensen succeeded
Holger Bagger-Sørensen on all board positions

2016

2017

Fertin Pharma A/S was sold to EQT (BS&Co. kept 30% of the shares)

The Bagger-Sørensen Group moved to BS HQ at Tabletvej in Vejle

2020

2021

EQT and the Bagger-Sørensen Family sold Fertin Pharma to Philip Morris

03

Group overview

The Bagger-Sørensen Group

After having sold the chewing gum brands in 2002 and 70 % of Fertin Pharma A/S in 2017 and in 2021 Bagger-Sørensen & Co. A/S is now the investment company and family office of the owner families.
Bagger-Sørensen & Co. A/S’ assets are invested in long-term listed securities, private equity, infrastructure funds etc.

Bagger-Sørensen Real Estate A/S invests directly in property development. Bagger-Sørensen Equity A/S invests in SMEs with growth potential.

Bagger-Sørensen & Co. A/S
Asset Management and small and medium-sized entreprises

Bagger-Sørensen Real Estate A/S

100%

Development in real estate

Bagger-Sørensen Equity A/S

100%

Company investments

04

Management

Hans-Henrik Eriksen - CEO

  • Came to the DANDY group in 1997
  • Board member in internal group companies and the Bagger-Sørensen Fonden (foundation)
  • Board member externally: The Vissing group, the Bohnsen group and the SP Group

05

Board of Directors

Chairman of the Board - Steen Bagger-Sørensen

  • Graduate Diploma in Sales and Marketing
  • Chairman of Bagger-Sørensen & Co. A/S, Bagger-Sørensen Real Estate A/S and Vecata Ejendomme A/S
  • Board member of Bagger-Sørensen Equity A/S, Arcedi Biotech ApS and Bagger-Sørensen Fonden
  • External board positions: Silkisif A/S, Assens Tobaksfabrik A/S, Alex Gundersen Assens ApS and Alex Gundersen Tobacco Company A/S

Vice chairman - Claus Bagger-Sørensen

  • Master of Science in Economics and Business Administration
  • Chaiman of Bagger-Sørensen Fonden, Bagger-Sørensen Equity A/S and Arcedi Biotech ApS
  • Board member of Bagger-Sørensen & Co. A/S, BS Real Estate A/S and Vecata Ejendomme A/S

Board member - Morten Beck Jørgensen

  • Master in Finansing and Accounting from Aarhus Business School and Executive MBA from IMD
  • Managing Partner, Novo Capital Investors (Novo Holding)
  • Board member of Bagger-Sørensen & Co. A/S, Bagger-Sørensen Real Estate, Vecata Ejendomme, Bagger-Sørensen Equity
  • External board member: NREP A/S

Board member - Jo Ottow Svendsen

  • Cand. oecon.
  • Vice President, Business Support Salling Group
  • Board member of Bagger-Sørensen & Co. A/S, Bagger-Sørensen Real Estate A/S, Vecata Ejendomme A/S and Bagger-Sørensen Equity A/S

06

Financial key figures

08

Code of conduct

Code of Conduct for Bagger-Sørensen Group

The Bagger-Sørensen Group and its affiliates and subsidiaries (“BS & Co.”) continuously works and strives to meet ethical, social, and environmental responsibilities with respect to our employees, services and products (the “Business”).

The purpose of this Code of Conduct of BS & Co. (the “Code”) is to ensure that our employees will act in accordance with local rules and regulations and internationally recognized minimum standards on labor rights, health, and safety as well as environmental standards.

The management team at BS & Co. adheres to the principles of this Code and expects the same of our employees.
The aim of the Code is to increase the focus on anti-corruption and ethics in general, also securing that we act in accordance with our core values about decency.

Scope of Application

The scope of the BS & Co. Code is all employees, who are responsible for drawing up contracts or might have contact with external stakeholders, who do paid or unpaid work for BS & Co.

BS & Co. expects all employees to promote the values and standards established by the Code.

These very same expectations are also applied towards BS & Co.’s partners such as external consultants, partners, customers, suppliers, vendors or other entities (“Business Partners”) acting on behalf of BS & Co.

Contents Labor Rights

Forced Labor and freedom of movement

In our Business, it is important not to participate in, or benefit from, any form of forced labor, including bonded labor, forced prison labor, slavery, servitude, or human trafficking.

Workers must have the freedom of movement during their employment.

Child Labor and Young Workers

In our Business, we do not engage in, or benefit from, the use of child labor. The minimum age for employment shall not be less than the age of completion of compulsory schooling and, in any case, shall not be less than 16 years in office areas, and not less than 18 years in production areas.

The work must be simple tasks of a limited nature and not interfere with the children’s educational responsibilities and general well-being. Apprenticeship programs for children below the minimum age of employment must be remunerated and clearly aimed at training.

Non-discrimination

In our Business, we do not engage in or support discrimination based on race, color, sex, language, religion, political or other opinion, caste, national or social origin, property, birth, union affiliation, sexual orientation, health status, family responsibilities, age, and disability or other distinguishing characteristics.

Hiring, remuneration, benefits, training, advancement, discipline, termination, retirement or any other employment-related decisions shall be based on relevant and objective criteria.

Wages and benefits

In our Business, we comply with legal minimum standards. Wages are paid in legal tender and on a regular basis.

Deductions from wages shall be transparent and must never be used as a disciplinary measure.

Contracts

In our Business, all workers are provided with a written, understandable, and legally binding labor contract or such other documentation of labor relationship as may be required by local legal standards and regulations.

Leave

In our Business, employees are granted sick leave and maternity leave in relation to the local legal standards.

Health, Safety and Environment

Workplace Health and Safety

In our Business, we ensure that our workers are offered a safe and healthy working environment, which meets the local legal standard.

All employees are provided with the protective equipment and training necessary to perform their tasks safely.

Conditions of Employment and Work

In our Business, we strive to protect workers from acts of physical, verbal, sexual, or psychological harassment, abuse, or threats in the workplace, whether committed by managers or fellow workers, including when determining and implementing disciplinary measures.

Corruption and Bribery

In our Business, all employees shall refrain from receiving or using bribing as a method to obtain benefits or unjustly influence other parties.

Environmental Protection

In our Business, we strive to minimize the adverse environmental impacts of its activities, products and services through a proactive approach and responsible management of its environmental aspects (including, but not limited to):

  • Use of scarce natural resources, energy and water
  • Emissions to air and releases to water
  • Handling of hazardous substances
  • Handling of hazardous and non-hazardous wastes
  • Product issues (design, packaging, transport, use and recycling/disposal)

Local legal standards in relation to environmental issues must be met.

Business Partners

BS & Co. seeks to work with only qualified and reputable Business Partners respecting applicable laws, regulations and industry codes relating to generally accepted ethical standards for the protection of human rights, prohibition of child or forced labor and human trafficking and prohibition of corruption and bribery as set out in the UN Global Compact principles. To ensure this, Business Partners engaging with BS & Co. undergo regular and relevant screenings before entering into and during a business relationship.

Business engagements in risk of potentially not meeting BS & Co.’s values and standards will be evaluated, and if deemed continuously non-compliant, will be terminated. We are all responsible for holding our Business Partners accountable, and employees are encouraged to collaborate with only reliable and ethically sound Business Partners.

Employees must report any Business Partner related concerns to their manager, the relevant CSR committee or via our whistleblower scheme.

09

Whistleblower policy

Whistleblower policy

Introduction and Background

Bagger-Sørensen & Co A/S wishes to be credible and have an open corporate culture on all issues related to Bagger-Sørensen & CO A/S and all of their Danish group companies (the “Company”), and the Company wishes a culture, where all are free to express themselves if they have knowledge or suspicion that other employees or the management of the Company have violated or intend to violate current legislation.

As part of this, the Company has established a whistleblower scheme. The whistleblower scheme is a supplement to the direct and daily communication at the workplace regarding errors and unsatisfactory conditions, etc.

Reports under the whistleblower scheme must always be made in good faith.

Reports are filed electronically via the Safe2Whistle web portal, administered by the Bech-Bruun law firm, who also screens all incoming reports. If a report is deemed to fall outside the Company’s whistleblower scheme, it will be rejected, and the reporting person will be informed accordingly. If the report falls within the scope of the whistleblower scheme, it will be passed on to the relevant internal administrators of the Company for internal processing and investigation.

Reports filed in “Safe2Whistle” must, as far as possible, be transparent, i.e., include the reporter’s identity and contact information. However, it is possible to submit an anonymous report if the reporter feels more comfortable doing so. More information about anonymity may be found under the section “Anonymity” below.

The purpose of the Whistleblower Policy is to explain how the whistleblower scheme works.

Who may file reports?

All employees of the Company as well as members of the Company’s management board and members of the board of directors are comprised by the whistleblower scheme. In addition, other persons, such as business partners or suppliers with a work-related connection to the Company, can use the whistleblower scheme.

What may be reported?

The whistleblower scheme is solely for the reporting of serious violations subject to the Danish Whistleblower Protection Act (Act no. 1436 of 29/06/2021 with any subsequent amendments). Thus, reports to the Company’s whistleblowing system may concern:

  • Violations of specific areas of the EU law
  • Serious offences and other serious matters

In regard to violations of specific areas of the EU law, a report may e.g., concern:

  • Violations regarding EU law concerning public procurement, product safety and compliance, as well as environmental protection. For the remaining areas of relevant EU law, reference is made to article 2 of the EU Directive (EU) 2019/1937 of 23 October 2019 on the protection of persons who report breaches of Union law.

By other serious offences and other serious matters, reports may e.g., concern

  • Financial crime, e.g., embezzlement, fraud and forgery of documents
  • Breach of good corporate governance, e.g., bribery or distortion of competition
  • Violation of the working environment and work safety
  • Violation of environmental regulations and pollution of the environment
  • Serious or repeated violations of material internal guidelines, e.g., on business trips, gifts, financial reporting, etc.
  • Serious workplace conflicts, e.g., in the form of physical violence and sexual abuse

Matters such as bullying, dissatisfaction with pay, violation of alcohol policy, etc. or other HR-related personnel matters may, in general, not be reported via the whistleblower scheme, but must instead be reported to the reporter’s manager or directly to the Company’s human resource manager.

Who processes the reports?

After Bech-Bruun’s initial assessment, reports are processed internally by Morten Beck Jørgensen, who is an external member of Bagger-Sørensen & Co. A/S’ board of directors. Any reports concerning Morten Beck Jørgensen will be processed by Bech-Bruun in collaboration with Hans-Henrik Eriksen.

Bech-Bruun will be notified via the whistleblower portal about the outcome of the investigation and will assess whether the matter may be considered as closed, or whether the report should give rise to additional investigations.

How are the reports handled?

When a report is received, Bech-Bruun will, as external administrator, conduct an initial screening of the matter and reject reports that do not fall within the scope of the whistleblower scheme. The purpose of the external anchoring is to ensure impartiality and objectivity in report processing. In this connection, Bech- Bruun is the data processor on behalf of Bagger-Sørensen & Co. A/S, who is the data processor of the Company.

If the report does not fall within the scope of the scheme or proves to be obviously unfounded, it will be immediately rejected and deleted from the system, and the person who reported the case will be notified accordingly. The reporting person will be encouraged to contact another person relevant to the case, e.g., their line manager or their manager.

If the initial screening concludes that the report falls within the scope of the whistleblower scheme, the report will be forwarded to Morten Beck Jørgensen, who will investigate the case. Morten Beck Jørgensen is subject to a special obligation of confidentiality.

No later than 7 days after a report has been received in the whistleblower scheme, the reporter will receive a confirmation of the receival of the report. As a main rule, the reporter will receive a notification concerning the closure of the report no later than 3 months from receiving this confirmation. If the processing of a report requires longer than 3 months, the reporter will receive a notification regarding the reason why further investigation time is necessary. The reporting person will as a main rule, within the limits of Danish legislation, receive information about the outcome of the report.

All communication between the reporting person and Bech-Bruun will take place over the whistleblower portal. Thus, it is important that the reporter follows the report on the whistleblower portal if they want to receive confirmation of receipt of the report, a reason for why the report require longer processing time and if the reporting person wants to receive a notification about the outcome of the investigations of the report.

It is important that the whistleblower scheme is not used for false accusations where innocent people are placed under suspicion. All reports must therefore be made in good faith. If a report has been submitted in bad faith and proves to be a result of personal negative feelings, revenge, etc., it may have employment related consequences for the reporting person’s employment relationship.

How does one file a report?

Reports are made via the “Safe2Whistle” internet portal. Reports may not be filed in any other way. If you wish to file a report, the following URL must be entered in a browser:

https://report.whistleb.com/da/baggersorensen which links to the Safe2Whsitle portal.

It is recommended that reports be filed from a private device (PC, tablet or similar).

When submitting a report, the information listed below will generally be useful in connection with further investigation of the issue:

  • A description of the issue in question, including date, place, and the name(s) of the person(s) involved
  • Any documentation or evidence concerning the violation or other information which may as-sist the investigation

Anonymity

It is up to the reporting person whether they want to file the report in their own name or anonymously.

If the reporter choose anonymity, it is important that they do not state their name anywhere in the report. In addition, the reporter should be aware that their identity might be inferred from the information they have provided in the report.

Subsequent clarification and obtaining additional documentation

When filing a report, additional information may be requested from Bech-Bruun. Furthermore, the reporter may check on the status of the report at any time, also via Safe2Whistle. Thus, it is important that the reporting person keeps up to date with their report in the whistleblower portal.

We recommend that the reporter be forthcoming with further information, as the case may not be able to be concluded without it.

Protection against retaliation

All reports filed in good faith are protected against any form of retaliation. Any person who attempts to retaliate against a whistleblower who has filed a report in good faith may be subject to sanctions pursuant to employment law. Reference is in this regard made to the Danish Whistleblower Act (Act no. 1436 of 29/06/2021 with any subsequent amendments).

Confidentiality

Bech-Bruun is as the external administrator together with Morten Beck Jørgensen og Hans-Henrik Eriksen subject to a special duty of confidentiality. Further, any person who is involved in the investigations of a report will be subject to the same special duty of confidentiality in regard to any information that has or is subject of the investigation of the report received through the whistleblower scheme.

Notice to the reported person and to other persons

1. The following apply for Arcedi Biotech, GRISOGKO, For Emma, Fiberpartner, Niels Burchart, Bøgeris Transportbånd, Rampe Sluseteknik, Flex Wind DK, Grene Wind Industry Supplies, Nos and MPASIA

If information about you has been reported in the whistleblower scheme and the report is assessed to fall within the Company’s whistleblower scheme, you will be notified as soon as possible, taking into account the investigation of the report.

If, on the other hand, the report is assessed to fall outside the Company’s whistleblower scheme, you will be notified in accordance with the rules of the General Data Protection Regulation and the Danish Data Protection Act.

2. The following apply for all the other group companies, which are not mentioned above in section 1

If information about you is reported in the whistleblower scheme and the report is assessed to fall within the Company’s whistleblower scheme, you will generally not receive notification of this.

If, on the other hand, the report is deemed to fall outside the Company’s whistleblower scheme, you will be notified in accordance with the rules of the General Data Protection Regulation and the Danish Data Protection Act.

IT Security

The system used to register the reports is operated by Whistleblowing Center AB, an independent party that guarantees the system’s security and anonymity (if requested).

Rights of data subjects

Individuals about whom information has been registered in connection with the whistleblower scheme, including the reporting individual, may request access to the registered personal data in order to check its accuracy and correct any incorrect, incomplete or outdated information.

Furthermore, the data subject has the right to object to the processing and request restriction of it with regard to his/her personal data. In addition, data subjects have the right to request rectification or erasure of their data if necessary. In certain circumstances, the data subject may also request that the Company provide a copy of his/her personal data in a structured, commonly used and machine-readable format and request that we transmit the data to another data controller.

Deletion of personal data

Personal data processed in connection with the Company’s whistleblower scheme is stored for as long as necessary for the purposes for which the data was collected.

Personal data processed in connection with the Company’s whistleblower scheme is stored for as long as necessary for the purposes for which the data was collected.

If the outcome of a specific case is that there is no evidence of irregularities, the personal data shall be deleted immediately and usually within two months after the case is closed.

Reports that are processed but do not lead to a police report are deleted 2 years after the investigation is completed.

If a report is made to the police or other relevant authorities, personal data is deleted 5 years after the case is closed.

Information may also be saved if it is anonymized.

 

Data protection

The Company may process the following personal data about the reported person and others mentioned in the report:

  • Name, position, contact details and reported information
  • Description of the alleged offence

The personal data is processed for the purpose of administering the whistleblower scheme and handling reported incidents, including clarification of potentially criminal offences.

For Arcedi Biotech, GRISOGKO, For Emma, Fiberpartner, Niels Burchart, Bøgeris Transportbånd, Rampe Sluseteknik, Flex Wind DK, Grene Wind Industry Supplies, Nos and MPASIA, the processing of personal data in connection with a report received in the whistleblower scheme is based on the balancing of interests rule in Article 6(1)(f) of the General Data Protection Regulation, as the Company has a legitimate interest in investigating reported matters. For criminal offences, the basis for processing is section 8(3) of the Danish Data Protection Act, as it is necessary to safeguard a legitimate interest that clearly exceeds the interests of the data subject. For other sensitive information, the processing of personal data in connection with a report received via the whistleblower scheme is based on section 12(2) of the Danish Data Protection Act.

For all other companies in the Company, the processing of personal data in connection with a report is based on Article 6(1)(c) of the General Data Protection Regulation, as the Company is subject to a legal obligation to have a whistleblower scheme. For criminal offences, the basis for processing is section 8(3) of the Danish Data Protection Act, as it is necessary to safeguard a legitimate interest that clearly exceeds the interests of the data subject. For other sensitive information, the processing of personal data in connection with a report in the whistleblower scheme is based on Article 6(1)(f) and Article 9(2)(g) of the General Data Protection Regulation, cf. Section 22 of the Danish Whistleblower Act.

In order to fulfil the above purposes, the Company may grant third parties who provide relevant services on the basis of a contractual relationship with the Company access to the personal data. This may, for example, be IT suppliers or other suppliers who process personal data for the Company. Such suppliers will only process personal data in accordance with the Company’s instructions under data processing agreements.

Under certain circumstances and in accordance with legislation, it may be necessary to disclose your personal data to, for example, the police, lawyers, courts, other public authorities and group companies.

Personal data may be transferred to data processors established in countries outside the EU/EEA. Such transfer will only take place when a transfer basis has been secured. Furthermore, the transfer will be based on the EU-US Data Privacy Framework or the EU Commission’s standard contracts, which you have the right to access.

Each company within the Bagger-Sørensen group are each responsible for the processing of personal data. If you are unsure who the data controller is, you can always contact Bagger-Sørensen & Co. A/S, Tabletvej 1, 7100 Vejle.

Questions

Any questions about the whistleblower scheme may be directed to TMI, HHE or Morten Beck Jørgensen.

Vejle, November 2023

Contact info

Thomas Mikkelsen: tmi@baggersorensen.com tel. 20 60 79 24

Hans-Henrik Eriksen: hhe@baggersorensen.com tel. 20 60 79 81

Morten Beck Jørgensen: mbej@novo.dk tel. 30 67 47 83

You can lodge a complaint with the Danish Data Protection Agency, Carl Jacobsens Vej 35, 2500 Valby, dt@datatilsynet.dk.

If you do not feel safe using the Company’s whistleblower scheme, or due to other reason feel safer using and external whistleblower scheme, you may file a report via the Danish Data Protection Agency’s external whistleblower scheme, in which you may file a report either in writing or orally. The Danish Data Protection Agency’s whistleblower scheme is available via www.whistleblower.dk.