Annual Report 2018 3 Introduction Strategy Business Performance Governance Financial Statements at a Glance
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Why Intertrust In an increasingly complex global environment, we help our clients with their administrative challenges to enable growth. And we implement solutions that help them operate their business both efficiently and responsibly. Focusing on compliance, business ethics and transparency, we take care of our clients’ legal, administrative and regulatory duties in international business. Introduction Strategy Business performance Governance Financial Statements Table of contents Management Board Report Financial Statements Introduction Consolidated Financial Statements 71 At a glance 4 Consolidated statement of profit or loss 72 Message from the CEO 6 Consolidated statement of comprehensive income 72 Industry and business 8 Consolidated statement of financial position 73 Consolidated statement of changes in equity 74 Strategy Consolidated statement of cash flows 76 Our purpose 18 Notes to the consolidated financial statements 78 Our strategy 19 Value creation 23 Company Financial Statements 135 Corporate Social Responsibility 26 Company statement of profit or loss 136 Company statement of financial position 137 Business performance Company statement of changes in equity 138 Financial performance 32 Notes to the Company financial statements 139 Shares and shareholders 35 Other information 141 Governance Independent auditor's report 142 Compliance and Risk Management 38 Office locations 155 Statement by the Management Board 43 Glossary 158 Report from the Supervisory Board 44 Remuneration 50 Corporate Governance 56 Annual Report 2018 3 Introduction Strategy Business performance Governance Financial Statements At a glance At a glance Intertrust is a global leader in providing expert administrative services to clients operating and investing in the international business environment. The Company has more than 2,500 employees across 41 offices and 29 jurisdictions in Europe, the Americas, Asia Pacific and the Middle East. We have leading market positions in selected key financial markets, including the Netherlands, Luxembourg, Jersey and the Americas. The Company delivers high-quality, tailored corporate, fund, capital markets and private wealth services to its clients, with a view to building long-term relationships. Intertrust is listed at Euronext Amsterdam. Our purpose is to enable global businesses to grow sustainably In an increasingly complex global environment, we are: Enablers By helping our clients with their administrative challenges, we enable them to grow their business sustainably. Navigators By implementing solutions for our clients, we facilitate their ability to operate their business efficiently and responsibly. Gatekeepers Focusing on compliance, business ethics and transparency, we support our clients in fulfilling their legal, administrative and regulatory duties in international business. Our business services are offered across four service lines, • Private Wealth service line consisting of fund, trust and comprising: foundation establishment plus administration for entrepreneurs, family offices and high net worth individuals. • Corporates service line consisting of incorporation, management and administration of our clients’ corporate Ever since our incorporation in 1952, we have put our clients investment and finance structures. and employees at the heart of our business. The quality and expertise of our local employees is key to our ability to provide • Funds service line consisting of incorporation and clients with premium value-added services and to build long- administration of funds, including private equity funds, real term client relationships. estate funds, hedge funds and venture capital. • Capital Markets service line consisting of trustee and agency services in capital markets transactions plus incorporation and management of securitization and structured finance transactions for issuers and originators. 4 Annual Report 2018 INTER share financial year 2018 (share price in EUR) (number of shares x 1,000) 20.0 2,000 18.0 1,500 16.0 1,000 14.0 500 12.0 0 January February March April May June July August September October November December Last price Daily traded volume Introduction Strategy Business performance Governance Financial Statements At a glance Facts & fi gures 2018 2,500+ 41 29 Professionals O ffi c e s Countries 496.1 185.9 37.5% EUR million Revenue EUR million Adjusted EBITA Adjusted EBITA margin 60% 50% 80% Clients include 60% of the Top 10 of Clients include 50% of the Top 50 Clients include 80% of the Top 50 of the Fortune Global 500 of the Fortune Global 500 the Private Equity International 300 Intertrust worldwide Americas Europe & Asia Pacifi c Middle East Bahamas Belgium Luxembourg Australia Brazil Cyprus Norway China British Virgin Islands Denmark Spain Hong Kong Canada Finland Sweden Japan Cayman Islands Germany Switzerland Singapore Curaçao Guernsey The Netherlands United States Ireland Turkey Jersey United Arab Emirates United Kingdom Annual Report 2018 5 Introduction Strategy Business performance Governance Financial Statements Message from the CEO Message from the CEO 2018 was an important year for Intertrust, in which we have aligned the Company for future success. I started as the Company’s CEO in January 2018, and have continuously been impressed by its people, its excellent client base and its potential to further grow the business. While continuing to serve our clients and successfully delivering on our guidance throughout the year, we have revisited our corporate strategy, launched the Company’s new purpose and values, and established a strong leadership team to take the Company forward. Solid financial performance Equity and Real Estate Administration, as well as compliance Our financial performance in 2018 remained robust and our services. New in our M&A strategy is the addition of technology cash flow generation was very strong as a result of enhanced enablers, for which we are looking for opportunities to working capital management. We are pleased to have implement efficiency-enabling technology. consistently delivered on our full year 2018 expectations and are confident to deliver on our medium term guidance. Our Our strategic ambitions will drive our transformation to become full-year underlying revenue increased by 3.5% to a leading provider of tech-enabled corporate and fund EUR 496.1 million with our underlying EBITA having grown with solutions. 1.8% to EUR 185.9 million. The adjusted EBITA margin amounted to 37.5%. On 31 May 2018, we completed a share Enabling global businesses repurchase programme for a total consideration of Our strategy describes what we are doing to reach our purpose. EUR 50 million. We will propose a final dividend of EUR 0.32 per We launched our purpose in 2018, which is to enable global ordinary share at our Annual General Meeting of Shareholders businesses to grow sustainably. Our purpose helps us to shape on 16 May 2019, resulting in a total dividend for 2018 of our strategies, culture and ability to transform in the years to EUR 0.62. come. It also allows us to explain what we do each and every day to create value for our stakeholders. At Intertrust, we help Becoming tech-enabled clients with their administrative challenges to grow in an At our Capital Markets Day in September 2018 we outlined our increasingly complex global environment, and implement strategic ambitions for 2021. Our top priorities are to capture solutions to operate their business efficiently and responsibly. opportunities to expand and diversify our service offering, Focusing on compliance, business ethics and transparency, we develop our technology foundation to serve changing client take care of our clients’ legal, administrative and regulatory needs, and develop and maintain a dynamic and engaged duties in international business. We’re enablers. We’re global talent pool. We pursued organic opportunities to deliver navigators. And we’re gatekeepers. top line growth and have applied for an administration license in Ireland to further support fund clients, Capital Markets license in Our sense of purpose is also reflected in the company values we the US to offer domestic trustee services, and have received our have launched: responsive, excellent, innovative and Trust and Corporate Services Provider license in Hong Kong. We connected. These values reflect the behaviours we need to have put disciplined M&A back on the agenda, with a clear achieve our business goals and our values will help us to achieve strategy by service line. In 2018, we announced the acquisition higher staff engagement. We will continue to embed the of Seed Outsourcing, a boutique Australian corporate and fund values throughout 2019 and empower all employees to bring services firm. Our focus going forward will be on increasing scale them to life. in the US and Asia and add complementary services in Private 6 Annual Report 2018 Introduction Strategy Business performance Governance Financial Statements Message from the CEO Strong leadership Over the course of 2018, we have strengthened our senior leadership in order to simultaneously deliver excellent client service and to be a great employer. We have extended our Executive Committee through the appointment of Theo Splinter as Chief Operating Officer, James Nolan as Head of Strategy and M&A, and James Ferguson as Head of Americas to lead in taking advantage of opportunities in this priority region. We have appointed Roberto Canenti as our new Chief Human Resources officer in June 2018 and appointed Hans Turkesteen as CFO and member of