Annual Report by a Foreign Non-Canadian Issuer — Form 20-F — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 1.62M
2: EX-2.1 Registration Rights Agreement Between Hudson Ltd. HTML 153K
and Dufry International Ag, Dated February 1, 2018
3: EX-4.1 Master Relationship Agreement Between Dufry HTML 176K
International Ag and Hudson Ltd, Dated February 1,
2018
4: EX-4.4 Hudson Trademark License Agreement Between Dufry HTML 113K
International Ag and Hudson Group (Hg), Inc.,
Dated February 1, 2018
5: EX-4.5 Franchising Agreement Between Dufry International HTML 136K
Ag and Hudson Group (Hg), Inc., Dated February 1,
2018
9: EX-13.1 Certification Pursuant to 18 U.S.C. Section 1350, HTML 38K
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
10: EX-13.2 Certification Pursuant to 18 U.S.C. Section 1350, HTML 38K
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
11: EX-14.1 Consent of Ernst & Young Ag HTML 40K
6: EX-11.1 Code of Business Conduct and Ethics HTML 52K
7: EX-12.1 Certification Pursuant to Section 302 of the HTML 42K
Sarbanes-Oxley Act of 2002
8: EX-12.2 Certification Pursuant to Section 302 of the HTML 42K
Sarbanes-Oxley Act of 2002
18: R1 Document and Entity Information HTML 64K
19: R2 Combined Statements of Comprehensive Income HTML 113K
20: R3 Combined Statements of Financial Position HTML 113K
21: R4 Combined Statements of Changes in Equity HTML 76K
22: R5 Combined Statements of Cash Flows HTML 133K
23: R6 1. Corporate Information HTML 39K
24: R7 2. Accounting Policies HTML 107K
25: R8 3. Critical Accounting Judgements and Key Sources HTML 49K
of Estimation Uncertainty
26: R9 4. New and Revised Standards and Interpretations HTML 62K
Issued But Not Yet Adopted/Effective
27: R10 5. Segment Information HTML 49K
28: R11 6. Acquisitions of Businesses and Transactions HTML 57K
With Non-Controlling Interests
29: R12 7. Turnover HTML 69K
30: R13 8. Selling Expenses HTML 53K
31: R14 9. Personnel Expenses HTML 45K
32: R15 10. General Expenses HTML 52K
33: R16 11. Investments in Associates HTML 128K
34: R17 12. Depreciation, Amortization and Impairment HTML 48K
35: R18 13. Other Operational Result HTML 60K
36: R19 14. Interest HTML 57K
37: R20 15. Income Taxes HTML 67K
38: R21 16. Earnings Per Share HTML 38K
39: R22 17. Property, Plant and Equipment HTML 159K
40: R23 18. Cash Flow Used for Purchase of Property, Plant HTML 45K
and Equipment
41: R24 19. Intangible Assets HTML 109K
42: R25 20. Cash Flows Used for Purchase of Intangible HTML 42K
Assets
43: R26 21. Deferred Tax Assets and Liabilities HTML 71K
44: R27 22. Other Non-Current Assets HTML 50K
45: R28 23. Inventories HTML 53K
46: R29 24. Trade Receivables HTML 57K
47: R30 25. Other Accounts Receivable HTML 59K
48: R31 26. Share-Based Payments HTML 44K
49: R32 27. Breakdown of Transactions With Non-Controlling HTML 44K
Interests
50: R33 28. Information on Companies With Non-Controlling HTML 73K
Interests
51: R34 29. Financial Debt HTML 103K
52: R35 30. Other Liabilities HTML 50K
53: R36 31. Post-Employment Benefit Obligations HTML 38K
54: R37 32. Related Parties and Related Party Transactions HTML 88K
55: R38 33. Commitments and Contingencies HTML 51K
56: R39 34. Fair Value Measurement HTML 40K
57: R40 35. Financial Instruments HTML 316K
58: R41 36. Events After Reporting Date HTML 39K
59: R42 2. Accounting Policies (Policies) HTML 134K
60: R43 2. Accounting Policies (Tables) HTML 46K
61: R44 5. Segment Information (Tables) HTML 48K
62: R45 6. Acquisitions of Businesses and Transactions HTML 53K
With Non-Controlling Interests (Tables)
63: R46 7. Turnover (Tables) HTML 72K
64: R47 8. Selling Expenses (Tables) HTML 52K
65: R48 9. Personnel Expenses (Tables) HTML 45K
66: R49 10. General Expenses (Tables) HTML 52K
67: R50 11. Investments in Associates (Tables) HTML 128K
68: R51 12. Depreciation, Amortization and Impairment HTML 47K
(Tables)
69: R52 13. Other Operational Result (Tables) HTML 59K
70: R53 14. Interest (Tables) HTML 56K
71: R54 15. Income Taxes (Tables) HTML 67K
72: R55 17. Property, Plant and Equipment (Tables) HTML 158K
73: R56 18. Cash Flow Used for Purchase of Property, Plant HTML 45K
and Equipment (Tables)
74: R57 19. Intangible Assets (Tables) HTML 99K
75: R58 20. Cash Flows Used for Purchase of Intangible HTML 41K
Assets (Tables)
76: R59 21. Deferred Tax Assets and Liabilities (Tables) HTML 74K
77: R60 22. Other Non-Current Assets (Tables) HTML 51K
78: R61 23. Inventories (Tables) HTML 54K
79: R62 24. Trade Receivables (Tables) HTML 59K
80: R63 25. Other Accounts Receivable (Tables) HTML 61K
81: R64 27. Breakdown of Transactions With Non-Controlling HTML 43K
Interests (Tables)
82: R65 28. Information on Companies With Non-Controlling HTML 70K
Interests (Tables)
83: R66 29. Financial Debt (Tables) HTML 102K
84: R67 30. Other Liabilities (Tables) HTML 50K
85: R68 32. Related Parties and Related Party Transactions HTML 89K
(Tables)
86: R69 33. Commitments and Contingencies (Tables) HTML 50K
87: R70 35. Financial Instruments (Tables) HTML 308K
88: R71 1. Corporate Information (Details Narrative) HTML 39K
89: R72 2. Accounting Policies (Details) HTML 40K
90: R73 2. Accounting Policies (Details Narrative) HTML 48K
91: R74 5. Segment Information (Details) HTML 43K
92: R75 5. Segment Information (Details 1) HTML 43K
93: R76 6. Acquisitions of Businesses and Transactions HTML 84K
With Non-Controlling Interests (Details)
94: R77 7. Turnover (Details) HTML 48K
95: R78 7. Turnover (Details 1) HTML 58K
96: R79 7. Turnover (Details 2) HTML 43K
97: R80 7. Turnover (Details 3) HTML 45K
98: R81 8. Selling Expenses (Details) HTML 58K
99: R82 9. Personnel Expenses (Details) HTML 47K
100: R83 10. General Expenses (Details) HTML 63K
101: R84 11. Investments in Associates (Details) HTML 73K
102: R85 11. Investments in Associates (Details 1) HTML 77K
103: R86 11. Investments in Associates (Details 2) HTML 64K
104: R87 12. Depreciation, Amortization and Impairment HTML 51K
(Details)
105: R88 13. Other Operational Result (Details) HTML 66K
106: R89 14. Interest (Details) HTML 59K
107: R90 15. Income Taxes (Details) HTML 56K
108: R91 15. Income Taxes (Details 1) HTML 67K
109: R92 17. Property, Plant and Equipment (Details) HTML 121K
110: R93 18. Cash Flow Used for Purchase of Property, Plant HTML 45K
and Equipment (Details)
111: R94 19. Intangible Assets (Details) HTML 72K
112: R95 19. Intangible Assets (Details 1) HTML 44K
113: R96 19. Intangible Assets (Details 2) HTML 37K
114: R97 19. Intangible Assets (Details Narrative) HTML 39K
115: R98 20. Cash Flows Used for Purchase of Intangible HTML 41K
Assets (Details)
116: R99 21. Deferred Tax Assets and Liabilities (Details) HTML 55K
117: R100 21. Deferred Tax Assets and Liabilities (Details HTML 44K
1)
118: R101 21. Deferred Tax Assets and Liabilities (Details HTML 49K
2)
119: R102 21. Deferred Tax Assets and Liabilities (Details HTML 45K
3)
120: R103 22. Other Non-Current Assets (Details) HTML 47K
121: R104 22. Other Non-Current Assets (Details 1) HTML 46K
122: R105 23. Inventories (Details) HTML 45K
123: R106 23. Inventories (Details 1) HTML 48K
124: R107 24. Trade Receivables (Details) HTML 42K
125: R108 24. Trade Receivables (Details 1) HTML 50K
126: R109 24. Trade Receivables (Details 2) HTML 47K
127: R110 25. Other Accounts Receivable (Details) HTML 68K
128: R111 25. Other Accounts Receivable (Details 1) HTML 45K
129: R112 27. Breakdown of Transactions With Non-Controlling HTML 50K
Interests (Details)
130: R113 28. Information on Companies With Non-Controlling HTML 63K
Interests (Details)
131: R114 28. Information on Companies With Non-Controlling HTML 65K
Interests (Details 1)
132: R115 29. Financial Debt (Details) HTML 49K
133: R116 29. Financial Debt (Details 1) HTML 72K
134: R117 30. Other Liabilities (Details) HTML 61K
135: R118 32. Related Parties and Related Party Transactions HTML 74K
(Details)
136: R119 32. Related Parties and Related Party Transactions HTML 82K
(Details 1)
137: R120 32. Related Parties and Related Party Transactions HTML 46K
(Details 2)
138: R121 33. Commitments and Contingencies (Details) HTML 47K
139: R122 33. Commitments and Contingencies (Details 1) HTML 45K
140: R123 35. Financial Instruments (Details) HTML 57K
141: R124 35. Financial Instruments (Details 1) HTML 103K
142: R125 35. Financial Instruments (Details 2) HTML 95K
143: R126 35. Financial Instruments (Details 3) HTML 56K
144: R127 35. Financial Instruments (Details 4) HTML 46K
145: R128 35. Financial Instruments (Details 5) HTML 122K
146: R129 35. Financial Instruments (Details 6) HTML 111K
148: XML IDEA XML File -- Filing Summary XML 277K
147: EXCEL IDEA Workbook of Financial Reports XLSX 157K
12: EX-101.INS XBRL Instance -- hud-20171231 XML 5.48M
14: EX-101.CAL XBRL Calculations -- hud-20171231_cal XML 233K
15: EX-101.DEF XBRL Definitions -- hud-20171231_def XML 826K
16: EX-101.LAB XBRL Labels -- hud-20171231_lab XML 1.44M
17: EX-101.PRE XBRL Presentations -- hud-20171231_pre XML 1.20M
13: EX-101.SCH XBRL Schema -- hud-20171231 XSD 442K
149: ZIP XBRL Zipped Folder -- 0001654954-18-002560-xbrl Zip 246K
Adopted by the
Board of Directors of Hudson Ltd. on September 28,2017
Introduction
This
Code of Ethics (the “Code”) has been adopted by the
Board of Directors of Hudson Ltd., is applicable to all employees,
officers and directors of Hudson Ltd. and summarizes the standards
that must guide our actions. Although they cover a wide range of
business practices and procedures, these standards cannot and do
not cover every issue that may arise or every situation in which
ethical decisions must be made, but rather set forth key guiding
principles that represent the policies of Hudson Ltd and Hudson
Ltd’s direct and indirect subsidiaries (including
partnerships and joint ventures) (together the “Company”) and establish conditions
for employment at the Company.
We must
strive to foster a culture of honesty and accountability. Our
commitment to the highest level of ethical conduct should be
reflected in all of the Company’s business activities,
including, but not limited to, relationships with employees,
customers, suppliers, competitors, the government, the public and
our shareholders. All of our employees, officers and directors must
conduct themselves according to the language and spirit of this
Code and seek to avoid even the appearance of improper behavior.
Even well-intentioned actions that violate the law or this Code may
result in negative consequences for the Company and for the
individuals involved.
One of
our Company’s most valuable assets is our reputation for
integrity, professionalism and fairness. We should all recognize
that our actions are the foundation of our reputation and adhering
to this Code and applicable law is imperative.
Further, as the
Company is controlled by Dufry AG (“Dufry”), our employees, officers
and directors also have an obligation to comply with the Code of
Ethics, Sustainability and Integrity in Business Transactions of
Dufry, as amended from time to time.
Conflicts of
Interest
Our
employees, officers and directors have an obligation to conduct
themselves in an honest and ethical manner and to act in the best
interest of the Company. All employees, officers and directors
should endeavor to avoid situations that present a potential or
actual conflict between their interest and the interest of the
Company.
A
“conflict of interest” occurs when a person’s
private interest interferes in any way, or even appears to
interfere, with the interests of the Company as a whole, which
includes the interests of the Company’s subsidiaries and
affiliates, as well as those of the entire Dufry group, of which
the Company is a controlled subsidiary. A conflict of interest may
arise when an employee, officer or director takes an action or has
an interest that may make it difficult for him or her to perform
his or her work objectively and effectively. Conflicts of interest
may also arise when an employee, officer or director (or a member
of his or her family) receives improper personal benefits as a
result of the employee’s, officer’s or director’s
position in the Company.
Although it would
not be possible to describe every situation in which a conflict of
interest may arise, the following are examples of situations that
may constitute a conflict of interest:
■
Working, in any
capacity, for a competitor, customer or supplier while employed by
the Company.
■
Accepting gifts of
more than modest value or receiving personal discounts (if such
discounts are not generally offered to the public) or other
benefits as a result of your position in the Company from a
competitor, customer or supplier.
■
Competing with the
Company for the purchase or sale of property, products, services or
other interests.
■
Having an interest
in a transaction involving the Company, a competitor, customer or
supplier (other than as an employee, officer or director of the
Company and not including routine investments in publicly traded
companies).
■
Receiving a loan or
guarantee of an obligation as a result of your position with the
Company.
■
Directing business
to a supplier owned or managed by, or which employs, a relative or
friend.
Situations
involving a conflict of interest may not always be obvious or easy
to resolve. You should report actions that may involve a conflict
of interest to the Compliance Officer of Hudson Ltd.
In the
event that an actual or apparent conflict of interest arises
between the personal and professional relationship or activities of
an employee, officer or director, the employee, officer or director
involved is required to handle such conflict of interest in an
ethical manner in accordance with the provisions of this
Code.
Quality
of Public Disclosures
The
Company has a responsibility to communicate effectively with
shareholders so that they are provided with full and accurate
information, in all material respects, about the Company’s
financial condition and results of operations. Our reports and
documents filed with or submitted to the United States Securities
and Exchange Commission and our other public communications shall
include full, fair, accurate, timely and understandable disclosure,
and the Company has established a Disclosure Committee consisting
of senior management to assist in monitoring such
disclosures.
Compliance
with Laws, Rules and Regulations
We are
strongly committed to conducting our business affairs with honesty
and integrity and in full compliance with all applicable laws,
rules and regulations. No employee, officer or director of the
Company shall commit an illegal or unethical act, or instruct
others to do so, for any reason.
2
Compliance
with This Code and Reporting of Any Illegal or Unethical
Behavior
All
employees, directors and officers are expected to comply with all
of the provisions of this Code. The Code will be strictly enforced
and violations will be dealt with immediately, including by
subjecting persons who violate its provisions to corrective and/or
disciplinary action such as dismissal or removal from
office.
Situations which
may involve a violation of ethics, laws, rules, regulations or this
Code may not always be clear and may require the exercise of
judgment or the making of difficult decisions.
Any
concerns about a potential violation of ethics, laws, rules,
regulations or this Code by any employee, officer or director of
Hudson Ltd. or concerns or complaints regarding accounting,
internal accounting controls and auditing matters or questionable
accounting or auditing issues may be reported by contacting the
Compliance Officer of Hudson Ltd. or anonymously by e-mail to
integrity@hudsongroup.com or
by telephone to 1-877-866-7852. Upon receipt of any such concerns,
the Compliance Officer of Hudson Ltd. shall report to the Audit
Committee, in the manner directed by it, in respect of any concerns
or complaints regarding accounting, internal accounting controls
and auditing matters or questionable accounting or auditing issues
as well. The Compliance Officer shall also notify the member of the
Board of Directors of Hudson Ltd. designated by the Board as the
“Code of Ethics Director” and the Group General Counsel
of Dufry of all concerns reported. Any concerns involving the
Compliance Officer of Hudson Ltd. should be reported directly to
the Code of Ethics Director.
Concerns about
potential violations of ethics, laws, rules, regulations or this
Code may also be reported to the wrongdoing reporting platform of
Dufry by e-mail to integrity@dufry.com or in
writing to the Group General Counsel, Dufry, Brunngaesslein 12,
CH-4010 Basel, Switzerland.
An
anonymous report should provide enough information about the
incident or situation to allow the Company to investigate properly.
If concerns or complaints that were made in good faith require
confidentiality, including keeping an identity anonymous, the
Company will endeavor to protect this confidentiality, subject to
applicable laws, regulations or legal proceedings.
The
Company encourages all employees, officers and directors to report
any suspected violations promptly and intends to thoroughly
investigate any good faith reports of violations. The Company will
not tolerate any kind of retaliation for reports or complaints
regarding misconduct that were made in good faith. Open
communication of issues and concerns by all employees, officers and
directors without fear of retribution or retaliation is vital to
the successful implementation of this Code. All employees, officers
and directors are required to cooperate in any internal
investigations of misconduct and unethical behavior.
The
Company recognizes the need for this Code to be applied equally to
everyone it covers. The Compliance Officer of Hudson Ltd. will have
primary authority and responsibility for the enforcement of this
Code, subject to the supervision of the Code of Ethics Director
Questions concerning this Code should be directed to the Compliance
Officer of Hudson Ltd.
The
provisions of this section are qualified in their entirety by
reference to the following section.
3
Waivers
and Amendments
Any
waiver (including any implicit waiver) of the provisions in this
Code for executive officers or directors will be disclosed to the
Company’s shareholders in the Company’s annual report
on Form 20-F. Amendments to this Code will also be disclosed in the
Company’s annual report on Form 20-F.
4
Dates Referenced Herein and Documents Incorporated by Reference
